Exhibit 10.1





 


AMENDMENT TO THE OCTOBER
2014 AGREEMENT

 BY AND BETWEEN


Polonia Bank, Huntingdon
Valley, Pennsylvania 

and


The Comptroller of the
Currency


 


 


 


Polonia Bank, Huntingdon Valley,
Pennsylvania (“Bank”) and the Comptroller of the Currency of the United States (“Comptroller”) wish to
protect the interests of the depositors, other customers, and shareholders of the Bank, and, toward that end, wish the Bank to
operate safely and soundly and in accordance with all applicable laws, rules and regulations.


 


The Comptroller, through his
authorized representative, and the Bank, by and through its duly elected and acting Board of Directors, executed a formal agreement
on October 21, 2014 (“2014 Agreement”). The 2014 Agreement remains in full force and effect, except as otherwise set
forth herein.


 


The Comptroller, through his
national bank examiners and other staff of the Office of the Comptroller of the Currency (“OCC”), has conducted an
examination of the Bank and has found unsafe or unsound banking practices relating to consumer compliance and compliance management.


 


The Comptroller, through his
authorized representative, and the Bank, by and through its duly elected and acting Board of Directors, mutually agree that an
amendment to the 2014 Agreement is warranted. This amendment to the 2014 Agreement (“Amendment”) supplements, but
does not replace the 2014 Agreement. Specifically, Articles II, III, IV, V, VI, VII, VIII, IX, and X of the 2014 Agreement shall
remain in effect without modification; Articles I and XI of the 2014 Agreement shall be replaced with Articles I and XIII of this
Amendment, respectively, which are incorporated into the 2014 Agreement as if fully set forth therein; and Articles XI and XII
of this Amendment shall supplement the 2014 Agreement as set forth below and are incorporated into the 2014 Agreement as if fully
set forth therein.


 






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In consideration of the above
premises, it is agreed between the Bank, by and through its duly elected and acting Board of Directors (“Board”), and
the Comptroller, through his authorized representative, that the Bank shall operate at all times in compliance with the articles
of the 2014 Agreement and this Amendment.


 


ARTICLE
I

 JURISDICTION


 


(1)The Bank is a federal
savings association examined by the OCC pursuant to the Home Owners’ Loan Act of 1933, as amended, 12 U.S.C. § 1461
et seq. and is a “Federal savings association” within the meaning of 12 U.S.C. § 1813(b) and an “insured
depository institution” within the meaning of 12 U.S.C. §§ 1813(c) and 1818(b)(1).


 


(2)The Comptroller is “the
appropriate Federal banking agency” regarding the Bank pursuant to 12 U.S.C. §§ 1813(q) and within the meaning
of 1818(b).


 


(3)The 2014 Agreement
and this Amendment shall each be construed to be a “written agreement entered into with the agency” within the meaning
of 12 U.S.C. § 1818(b)(1).


 


(4)The 2014 Agreement and this Amendment shall each be construed to be a “written agreement
between such depository institution and such agency” within the meaning of 12 U.S.C. § 1818(e)(1) and 12 U.S.C. §
1818(i)(2).


 


(5) The
2014 Agreement and this Amendment shall each be construed to be a “formal written agreement” within the meaning of
12 C.F.R. § 5.3(g)(5) or 12 C.F.R. § 5.51(c)(7), unless the OCC informs the Bank otherwise.1


 


 


_____________________________


1 Effective July 1, 2015, the OCC issued
a final rule that integrates its rules for national banks and federal savings


 






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(6)The 2014 Agreement
and this Amendment shall each be construed to be a “written agreement” within the meaning of 12 U.S.C. § 1818(u)(1)(A).


 


ARTICLE XI

 COMPLIANCE
MANAGEMENT


 


(1)Within ninety (90) days
of the date of this Amendment, the Board shall submit to the Assistant Deputy Comptroller for a prior written determination of
no supervisory objection a revised written compliance management program to ensure the Bank maintains a program that appropriately
measures, monitors and controls the Bank’s compliance risks. The revised program shall include, at a minimum:


 


		(a)	a qualified and competent individual responsible for implementation and administration of the Bank’s
compliance management program, and who shall provide effective oversight for adherence to compliance requirements throughout all
areas of the Bank;
	 	 	 



		(b)	compliance policies and procedures that are consistent with regulatory requirements and that
provide standards and guidance for all business lines throughout the Bank;
	 	 	 



		(c)	processes to ensure periodic review of and appropriate updates to compliance policies and procedures
to address changes in applicable laws and regulations;
	 	 	 
	 	(d)	a compliance risk assessment process that includes
qualitative and quantitative factors for measuring risk;



 


 


 






associations
(FSAs) relating to policies and procedures for corporate activities and transactions (licensing rules). Specifically, the final
rule consolidates most licensing provisions for FSAs into the existing national bank rule in part 5 and eliminates parts 116,
146, 152, 159, 174 and the corresponding provision in parts 143, 144, 145, 150, 160, and 163. See 80 Fed. Reg. 28346 (May
18, 2015).


 






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		(e)	an effective monitoring and testing process to provide for ongoing assessment of compliance
efforts throughout all areas of the Bank;
	 	 	 



		(f)	measures to ensure compliance testing results are reported directly to the Board with an action
plan for addressing any identified deficiencies, including the individual or individuals responsible for implementing corrective
action and the timeline for implementation;
	 	 	 



		(g)	an escalation process and accountability measures for failures to implement corrective action;
	 	 	 



		(h)	clear reporting lines and responsibilities for compliance management, including reporting lines
and responsibilities of business line individuals designated with responsibility for meeting the Bank’s compliance requirements;
	 	 	 



		(i)	an ongoing review and assessment of the individuals responsible for meeting the Bank’s
compliance requirements, with consideration of the Bank’s compliance risk assessment and the results of independent compliance
audits, to ensure designated individuals have the experience, qualifications and competence to effectively maintain the program
and identify, monitor and control compliance risks;
	 	 	 



		(j)	the development and implementation of a bank-wide compliance training program tailored to match
each employee’s roles, responsibilities and duties, that includes an ongoing evaluation of training needs, assesses the adequacy
of training performed, identifies training gaps, and tracks training completed; and
	 	 	 
	 	(k)	a customer complaint tracking and resolution
process.






 






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(2)Within thirty (30) days
of receipt of the Assistant Deputy Comptroller’s written determination of no supervisory objection, the Board shall adopt
and the Bank, subject to Board review and ongoing monitoring, shall implement and thereafter ensure adherence to the revised compliance
management program.


 


ARTICLE XII


MORTGAGE BANKING LOOKBACK
REVIEW


 


(1)Within thirty (30) days
of the date of this Amendment, the Board shall ensure that the Bank has engaged an independent third party, in accordance with
OCC Bulletin 2013-33, Use and Review of Independent Consultants in Enforcement Actions, to perform a comprehensive lookback review
of all loans originated by the FHA department (sold and portfolio) for the calendar years 2012, 2013, and 2014 to determine the
Bank’s compliance with the Real Estate Settlement Procedures Act of 1974, 12 U.S.C. § 2601, et seq. (“RESPA”),
and/or RESPA’s implementing regulations at 12 C.F.R. Part 1024 (“LBR”). The LBR must include at a minimum:


 


		(a)	a determination of whether:



 


		(i)	early disclosure processes and practices are consistent
with the requirements of 12 C.F.R. §§ 1024.7(a), (b);



 


		(ii)	content and form of the Good Faith Estimates (“GFEs”)
are consistent with the requirements of 12 C.F.R. § 1024.7(d) and the instructions set out in Appendix C to 12 C.F.R. Part
1024; and



 


		(iii)	revisions to the GFE are documented as required by
12 C.F.R. §1024.7(f) and where the Bank documents that “changed circumstances” are the reason a revised GFE was
or is to be provided, there are in fact “changed circumstances” affecting settlement costs or the loan as defined
at 12 C.F.R. § 1024.2(b);



 






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		(b)	a summary and loan/customer level detail of any violations
of RESPA and 12 C.F.R. Part 1024; and



 


		(c)	an appropriate validation process.



 


(2)Within one-hundred and twenty (120) days of
the date of this Amendment, the Board shall forward to the Assistant Deputy Comptroller the results of the LBR.


 


(3)The Bank shall maintain
and have available for examiner review documentation supporting the results of the LBR.


 


(4)Within one-hundred and
fifty (150) days of the date of this Amendment, the Bank shall submit to the Assistant Deputy Comptroller for a written determination
of no supervisory objection a written Remediation Plan for resolving any issues and/or violations identified in the LBR that minimizes
the Bank’s reputation and compliance risks and protects consumer interests. The Remediation Plan shall include at a minimum:


 


		(a)	the method and timing of any reimbursements due to
affected customers identified in the LBR;



 



		(b)	a detailed program
                                         outlining the policies, procedures and review processes the Bank will adopt to ensure
                                         its ongoing compliance with RESPA and its implementing regulations at 12 C.F.R. Part
                                         1024, as well as the rules for Integrated Mortgage Disclosures Under the Real Estate
                                         Settlement Procedures Act (Regulation X) and the Truth In Lending Act (Regulation Z)
                                         at 12 C.F.R. Part 1024 and Part 1026;2 and



 


		(c)	individuals designated with responsibility for implementing
the program and measures for accountability.



 





 


_____________________________





2 See 78 Fed. Reg. 79730 (Dec.
31, 2013); 80 Fed. Reg. 8767 (Feb. 19, 2015); 80 Fed. Reg. 43911 (July 24, 2015) ("Effective July 24, 2015, this final rule
delays the effective date from August 1, 2015, until October 3, 2015, for the final rules amending 12 CFR parts 1024 and 1026
published December 31, 2013, at 78 FR 79730, and February 19, 2015, at 80 FR 8767; and for amendatory instruction 5 amending Supplement
I to 12 CFR part 1026, appearing on page 65325 in the Federal Register on November 3, 2014.”).




  






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(5) With
thirty (30) days of receipt of the Assistant Deputy Comptroller’s written determination of no supervisory objection
to the Remediation Plan, the Board shall adopt and the Bank, subject to Board review and ongoing monitoring, shall implement and
thereafter ensure adherence to the Remediation Plan.


 


(6)The Board shall ensure
that the Bank has policies, processes, personnel, and control systems to ensure implementation of and adherence to the procedures
developed pursuant to this Article.


 


ARTICLE
XIII

 OTHER PROVISIONS


 


(1)Although the Bank is
by the 2014 Agreement and this Amendment required to submit certain proposed plans, actions and programs for the review or prior
written determination of no supervisory objection of the Assistant Deputy Comptroller, the Board has the ultimate responsibility
for proper and sound management of the Bank.


 


(2)The Board shall ensure
that the Bank has sufficient processes, personnel, and control systems to effectively implement and adhere to all provisions of
the 2014 Agreement and this Amendment.


 


(3)In the event any regulation or guidance currently
applicable to Federal savings associations referenced in the 2014 Agreement or this Amendment is rescinded and/or amended, revised,
replaced or superseded because the OCC determines to make other regulations or guidance applicable to Federal savings associations
as part of the OCC’s regulatory integration process, or otherwise, the Bank shall comply with such successor regulations
and/or subsequent guidance.



 






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(4)The provisions of the
2014 Agreement became effective upon its execution and this Amendment is effective upon its execution by the Comptroller, through
his authorized representative whose hand appears below, and the Board, and both the 2014 Agreement and this Amendment shall remain
effective and enforceable, except to the extent that, and until such time as, any provisions of the 2014 Agreement or this Amendment
shall have been amended, suspended, waived, or terminated in writing by the Comptroller, through his authorized representative.


 


(5)Except as otherwise
expressly provided herein, any time limitations imposed by Articles II, III, IV, V, VI, VII, VIII, IX, and X of the 2014 Agreement
continue to run from the effective date of the 2014 Agreement, and any time limitations imposed by this Amendment shall begin to
run from the effective date of this Amendment.


 


(6)If the Bank requires
a waiver or suspension of any provision or an extension of any timeframe within the 2014 Agreement or this Amendment, the Board
shall submit a written request to the Assistant Deputy Comptroller asking for relief. Any written request submitted pursuant to
this Article shall include a statement setting forth in detail, with relevant supporting documentation, the special facts and circumstances
that support the waiver or suspension of any of any provision or an extension of a timeframe within the 2014 Agreement or this
Amendment.


 


(7)The 2014 Agreement
and this Amendment are each intended to be, and shall be construed to be, a “written agreement entered into with the agency”
within the meaning of 12 U.S.C. § 1818(b)(1), and expressly do not form, and may not be construed to form, a contract binding
on the Comptroller or the United States.


 






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(8)It is expressly and
clearly understood that if, at any time, the Comptroller deems it appropriate in fulfilling the responsibilities placed upon him
by the several laws of the United States of America to undertake any action affecting the Bank, nothing in the 2014 Agreement
or this Amendment shall in any way inhibit, estop, bar or otherwise prevent the Comptroller from so doing.


 


(9) The
terms of the 2014 Agreement and this Amendment, including this paragraph, are not subject to amendment or modification by any extraneous
expression, prior agreements or prior arrangements between the parties, whether oral or written.


 


(10)All reports, programs
or plans that the Bank or Board has agreed to submit to the Assistant Deputy Comptroller pursuant to the 2014 Agreement and this
Amendment shall be forwarded, by overnight mail or via email, to the following:


 


Assistant Deputy Comptroller Comptroller of the
Currency Philadelphia Field Office


1150 Northbrook Drive, Suite 303


Trevose, PA 19053


 


 


 


 


IN TESTIMONY WHEREOF, the undersigned,
authorized by the Comptroller as his representative, has hereunto set her hand on behalf of the Comptroller.


 


 


 


 


	 	 	 	 	 
	/s/ Julie A. Thieman	 	 	November 10, 2015	 
	Julie A. Thieman	 	 	Date	 
	Assistant Deputy Comptroller	 	 		 









  



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IN TESTIMONY WHEREOF, the undersigned, as the duly elected
and acting Board of Directors of the Bank, have hereunto set their hands on behalf of the Bank.


 


 





	/s/ Eugene
Andruczyk	 	November 10, 2015
	Eugene
Andruczyk	 	Date
	 	 	 
	 	 	 
	/s/ Frank
J. Byrne	 	November 10, 2015
	Frank
J. Byrne	 	Date
	 	 	 
	 	 	 
	  	 	  
	Joseph
Callahan	 	Date
	 	 	 
	 	 	 
	/s/ Wayne
Courtright	 	November 10, 2015
	Wayne
Courtright	 	Date
	 	 	 
	 	 	 
	/s/ Joseph
Svetik	 	November 10, 2015
	Joseph
Svetik	 	Date
	 	 	 
	 	 	 
	/s/ Robert
J. Woltjen	 	November 10, 2015
	Robert
J. Woltjen	 	Date







 


 



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