POLONIA
BANK


SUPPLEMENTAL
EXECUTIVE RETIREMENT  PLAN FOR


ANTHONY
J. SZUSZCZEWICZ





SECTION
409A COMPLIANCE AMENDMENT





This Amendment to the Polonia Bank
Supplemental Executive Retirement Plan for Anthony J. Szuszcewicz (the “Plan”)
is made as of December 16, 2008 and is effective as of January 1,
2005.





WHEREAS, the parties to the Plan desire
to amend the Plan to comply with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended.




NOW, THEREFORE, in consideration of the
mutual covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree to amend the Plan by adding the following new Section
10:





“10.        Application
of Section 409A.





(i)           This
Section 10 shall apply only to that portion of the Participant’s Accrued Benefit
that accrued and vested (or will accrue and vest) after December 31,
2004.  With respect to any portion of a Participant’s Accrued Benefit
that was accrued and vested prior to January 1, 2005, the provisions of the Plan
in effect prior to the addition of this Section 10 shall remain in effect, and
it is intended that Section 409A not apply to that portion of the Participant’s
Accrued Benefit.





(ii)         
The 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.




(iii)      
  If at the time of the 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.





(iv)        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.





(v)           For
purposes of that portion of the Participant’s Accrued Benefit covered by this
Section 10, the following shall be added to the definition of “Disability” under
Section 2:  Notwithstanding the foregoing, if any provision of this
Plan would cause a payment of deferred compensation to be made upon the
occurrence of the Participant’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.





(vi)          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.”





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 the Participant and a duly authorized officer of the Bank, on the day and
year first above written.




POLONIA
      BANKBy:
                                                                /s/ Paul D. RutkowskiTitle:
                                                                CFO/Treasurer/Secretary/s/ Anthony J. SzuszczewiczAnthony
      J.
Szuszczewicz




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