X0303 4 2010-06-29 0001485176 Fox Chase Bancorp Inc FXCB 0001363892 Bauer Richard E 4390 DAVISVILLE ROAD HATBORO PA 19040 1 Common Stock 2010-06-29 4 J 0 7644 0 A 7644 D Common Stock 2010-06-29 4 P 0 3000 10 A 10644 D Common Stock 2010-06-29 4 J 0 7698 0 A 7698 I Restricted Stock Stock Option (Right to Buy) 11.58 2010-06-29 4 J 0 25661 0 A 2017-08-31 Common Stock 25661 25661 D Pursuant to the Plan of Conversion and Reorganization of Fox Chase MHC, as amended and restated, each share of common stock of Fox Chase Bancorp, Inc. was exchanged for 1.0692 shares of (new) Fox Chase Bancorp, Inc. common stock. Shares of restricted stock vest in 5 equal annual installments beginning on August 31, 2008, the first anniversary of the date of the award. Pursuant to the Plan of Conversion and Reorganization of Fox Chase MHC, as amended and restated, each option to purchase a share of common stock of Fox Chase Bancorp, Inc. ("Old Fox Chase Bancorp") was converted into an option to purchase 1.0692 shares of the issuer's common stock, rounded down to the nearest share. The exercise price per share of each converted Old Fox Chase Bancorp option was determined by dividing the exercise price of the Old Fox Chase Bancorp option by the 1.0692 exchange ratio with such quotient rounded up to the nearest whole cent. All such options continue to vest on their original terms. Options vest in 5 equal annual installments beginning on August 31, 2008, the first anniversary of the date of the grant. bauer-poa.TXT /s/ Richard E. Bauer 2010-07-01