POLONIA
BANK


NONQUALIFIED
DEFERRED COMPENSATION PLAN





Section
409A Compliance Amendment





This Amendment to the Polonia Bank
Nonqualified Deferred Compensation Plan (the “Plan”) is made as of December 16,
2008 and is effective as of January 1, 2005.





WHEREAS, Polonia Bank (the “Bank”)
desires to amend the Plan to comply with the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended.




NOW, THEREFORE,  pursuant to
a resolution of the Board of Directors of the Bank, the Plan is hereby amended
as follows:





First
Change





The following new Article XII is added
to Plan:





“ARTICLE
XII


APPLICATION
OF SECTION 409A





12.1        The
provisions of this Article XII shall apply only to that portion of a
Participant’s Deferral Account and Bank Contribution Account (collectively, the
“Accounts”) reflecting amounts deferred and/or vested after December 31, 2004,
and the earnings attributable thereto.  With respect to any portion of
a Participant’s Accounts reflecting amounts deferred and vested prior to January
1, 2005, and the earnings attributable thereto (whether credited before or after
January 1, 2005) the provisions of the Plan in effect prior to the addition of
Article XII shall remain in effect, and it is intended by the parties that
Section 409A not apply to that portion of the Participant’s
benefit.





A.      A
Participant will be deemed to have a termination of employment or service for
purposes of determining the timing of any payments under the Plan that are
classified as deferred compensation only upon a “separation from service” within
the meaning of Section 409A.




B.      If at the
time of a Participant’s separation from service, (a) a Participant is a
“specified employee” (within the meaning of Section 409A and using the
methodology selected by the Bank) and (b) the Bank makes a good faith
determination that an amount payable or the benefits to be provided hereunder
constitutes deferred compensation (within the meaning of Section 409A), the
payment of which is required to be delayed pursuant to the six-month delay
rule of Section 409A in order to avoid taxes or penalties under
Section 409A, then the Bank will not pay the entire amount on the otherwise
scheduled payment date but will instead pay on the scheduled payment date the
maximum amount permissible in order to comply with Section 409A (i.e., any
amount that satisfies an exception under the Section 409A rules from being
categorized as deferred compensation) and will pay or commence payment of the
remaining amount (if any) on the first business day after such six-month period
expires.





C.      To the
extent the Participant would be subject to an additional 20% tax imposed on
certain deferred compensation arrangements pursuant to Section 409A as a
result of any provision of this Plan, such provision shall be deemed amended to
the minimum extent necessary to avoid application of such tax.








D.      Notwithstanding
the foregoing, a Participant may submit a new benefit election with respect to
his  Account under this Plan on or before December 31, 2008, pursuant
to transition relief issued under Section 409A.





E.       With
respect to any portion of a Participant’s Accounts subject to this Article XII,
the following shall apply in lieu of Section 7.6:  Upon the Bank’s
determination (following petition by the Participant) that the Participant has
suffered an unforeseeable emergency as described below, the Bank shall (i)
terminate the then effective deferral election of the Participant to the extent
permitted under Section 409A, and (ii) distribute to the Participant all or a
portion of the Deferral Account balance as determined by the Bank, but in no
event shall the distribution be greater than the amount determined by the Bank
that is necessary to satisfy the unforeseeable emergency plus amounts necessary
to pay taxes reasonably anticipated as a result of the distribution, after
taking into account the extent to which the unforeseeable emergency is or may be
relieved through reimbursement or compensation by insurance or otherwise or by
liquidation of the Participant’s assets (to the extent the liquidation of assets
would not itself cause severe financial hardship); provided, however, that such
distribution shall be permitted solely to the extent permitted under Section
409A. For purposes of this paragraph E, “unforeseeable emergency” means a severe
financial hardship to the Participant resulting from (a) an illness or accident
of the Participant, the Participant’s spouse or a dependent (as defined in
Internal Revenue Code Section 152(a)) of the Participant, (b) a loss of the
Participant’s property due to casualty, or (c) other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant, each as determined to exist by the Bank.





F.       With
respect to any portion of a Participant’s Accounts subject to this Article XII.
the definition of “Disability” under the Plan shall be read to include the
following:  Notwithstanding the foregoing, if any provision of this
Agreement would cause a payment of deferred compensation to be made upon the
occurrence of the Director’s Disability, then such payment shall not be made
unless such Disability also constitutes a “disability” within the meaning of
Section 409A.  Any payment that would have been made except for the
application of the preceding sentence shall be made in accordance with the time
of payment schedule that would have applied in the absence of a
Disability.





G.      
For purposes of the Plan, “Section 409A” shall refer to Section 409A of the
Internal Revenue Code of 1986, as amended, and the Treasury regulations and any
other authoritative guidance issued thereunder.”





Second
Change





Section
7.7 of the Plan is deleted.





Third
Change





The first
sentence of Section 8.3 is deleted.  The second sentence of Section
8.3 is amended to read as follows: “If a Participant dies before the entire
amount credited to his accounts is paid, the remaining amounts shall be paid to
the Participant’s Beneficiary in accordance with the Participant’s prior
election.”





Except as expressly provided herein,
the terms and conditions of the Plan shall remain in full force and
effect.


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This Amendment to the Plan was executed
by a duly authorized officer of the Bank on the day and year first above
written.




POLONIA  BANKBy:
              /s/ Paul D. RutkowskiTitle:
              CFO/Treasurer/Secretary


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