Exhibit 10.3

    
AMENDED
AND RESTATED

    PAUL
D. RUTKOWSKI

    COMPANY
EMPLOYMENT AGREEMENT

    


    THIS AGREEMENT originally
entered into on the 11th day of
January, 2007 (the “Agreement”) (the “Effective Date”), by and between POLONIA BANCORP, a federally
chartered corporation (the “Company”), and PAUL D. RUTKOWSKI (the
“Executive”) is amended and restated in its entirety as of December 16,
2008.

    


    WHEREAS, Executive continues
to serve in a position of substantial responsibility; and

    


    WHEREAS, the Company wishes to
continue to assure Executive’s services for the term of this Agreement;
and

    


    WHEREAS, Executive is willing
to continue to serve in the employ of the Company during the term of this
Agreement; and

    


    WHEREAS, the parties of this
Agreement desire to amend and restate the Agreement in order to bring it into
compliance with Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”).

    


    NOW, THEREFORE, in
consideration of the mutual covenants contained in this Agreement, and upon the
other terms and conditions provided for in this Agreement, the parties hereby
agree as follows:

    


    1.           Employment.  The Company will
employ Executive as Chief Financial Officer and Treasurer.  Executive
will perform all duties and shall have all powers commonly incident to the
offices of Chief Financial Officer and Treasurer or which, consistent with those
offices, the Board of Directors of the Company (the “Board”) delegates to
Executive.  During the term of this Agreement, Executive also agrees
to serve, if elected, as an officer and/or director of any subsidiary or
affiliate of the Company and to carry out the duties and responsibilities
reasonably appropriate to those offices.

    


    2.           Location
and Facilities.  The Company will
furnish Executive with the working facilities and staff customary for executive
officers with the titles and duties set forth in Section 1 and as are necessary
for him to perform his duties.  The location of such facilities and
staff shall be at the principal administrative offices of the Company and the
Bank, or at such other site or sites customary for such offices.

    


    3.           Term.

    


    
      	
               
      

            	
              (a)

            	
              The
      term of this Agreement shall include: (i) the initial term, consisting of
      the period commencing on Effective Date and ending on January 11, 2010,
      plus (ii) any and all extensions of the initial term made pursuant to
      Section 3 of this Agreement.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Commencing
      prior to the first anniversary of the Effective Date and continuing on
      each anniversary of the Effective Date thereafter, the disinterested
      members of the Board may extend the Agreement term for an additional year,
      so that the remaining term of the Agreement again becomes thirty-six (36)
      months, unless Executive elects not to extend the term of this Agreement
      by giving written notice in accordance with Section 19 of this
      Agreement.  The Board will review the Agreement term and
      Executive’s performance annually for purposes of determining whether to
      extend the Agreement and will include the rationale and results of its
      review in the minutes of the meeting.  The Board will notify
      Executive as soon as possible after its annual review whether the Board
      has determined to extend the
Agreement.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    4.           Base
Compensation.

    


    
      	
               
      

            	
              (a)

            	
              The
      Company agrees to pay Executive during the term of this Agreement a base
      salary at the rate of $164,500 per year, payable in accordance with
      customary payroll practices.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Each
      year, the Board will review the level of Executive’s base salary, based
      upon factors they deem relevant, in order to determine whether to maintain
      or increase his base salary.

            


    

    


    5.           Bonuses.  Executive will
participate in discretionary bonuses or other incentive compensation programs
that the Company may award from time to time to senior management
employees.

    


    6.           Benefit
Plans.  Executive will
participate in life insurance, medical, dental, pension, profit sharing,
retirement and stock-based compensation plans and other programs and
arrangements that the Company may sponsor or maintain.

    


    7.           Vacations and
Leave.

    


    
      	
               
      

            	
              (a)

            	
              Executive
      may take vacations and other leave in accordance with policy for senior
      executives, or otherwise as approved by the
  Board.

            


    

    


    
      	
               
      

            	
              (b)

            	
              In
      addition to paid vacations and other leave, the Board may grant Executive
      a leave or leaves of absence, with or without pay, at such time or times
      and upon such terms and conditions as the Board, in its discretion, may
      determine.

            


    

    


    8.           Expense
Payments and Reimbursements.  The Company will
reimburse Executive for all reasonable out-of-pocket business expenses incurred
in connection with his services under this Agreement upon substantiation of such
expenses in accordance with applicable policies of the Company.

    


    9.           Automobile
Allowance.   During the
term of this Agreement, the Company will provide Executive with the use of an
automobile, including insurance, maintenance and work-related fuel expenses, or,
in the alternative and the sole discretion of the Company, the Company will
provide Executive with an automobile allowance which would approximate the
expense of a Company-provided automobile and related insurance, maintenance and
fuel costs.  Executive will comply with reasonable reporting and
expense limitations on the use of such automobile as the Company may establish
from time to time, and the Company shall annually include on Executive’s Form
W-2 any income attributable to Executive’s personal use of the
automobile.

    


    10.         Loyalty and
Confidentiality.

    


    
      	
               
      

            	
              (a)

            	
              During
      the term of this Agreement, Executive will devote all his business time,
      attention, skill, and efforts to the faithful performance of his duties
      under this Agreement; provided, however, that from time to time, Executive
      may serve on the boards of directors of, and hold any other offices or
      positions in, companies or organizations that will not present any
      conflict of interest with the Company or any of its subsidiaries or
      affiliates, unfavorably affect the performance of Executive’s duties
      pursuant to this Agreement, or violate any applicable statute or
      regulation.  Executive will not engage in any business or
      activity contrary to the business affairs or interests of the Company or
      any of its subsidiaries or
affiliates.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (b)

            	
              Nothing
      contained in this Agreement will prevent or limit Executive’s right to
      invest in the capital stock or other securities or interests of any
      business dissimilar from that of the Company, or, solely as a passive,
      minority investor, in any business.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Executive
      agrees to maintain the confidentiality of any and all information
      concerning the operation or financial status of the Company and its
      affiliates; the names or addresses of any borrowers, depositors and other
      customers; any information concerning or obtained from such customers; and
      any other information concerning the Company or its affiliates to which he
      may be exposed during the course of his employment.  Executive
      further agrees that, unless required by law or specifically permitted by
      the Board in writing, he will not disclose to any person or entity, either
      during or subsequent to his employment, any of the above-mentioned
      information which is not generally known to the public, nor will he use
      the information in any way other than for the benefit of the
      Company.

            


    

    


    11.         Termination
and Termination Pay.  Subject to
Section 12 of this Agreement, Executive’s employment under this Agreement may be
terminated in the following circumstances:

    


    
      	
               
      

            	
              (a)

            	
              Death.  Executive’s
      employment under this Agreement will terminate upon his death during the
      term of this Agreement, in which event Executive’s estate will receive the
      compensation due to Executive through the last day of the calendar month
      in which his death occurred.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Retirement.  This
      Agreement will terminate upon Executive’s retirement under the retirement
      benefit plan or plans in which he participates pursuant to Section 6 of
      this Agreement or otherwise.

            


    

    


    (c)           Disability.

    


    
      	
               
      

            	
               (i)

            	
              The
      Board or Executive may terminate Executive’s employment after having
      determined Executive has a Disability.  For purposes of this
      Agreement, “Disability” means a physical or mental infirmity that impairs
      Executive’s ability to substantially perform his duties under this
      Agreement and results in Executive becoming eligible for long-term
      disability benefits under any long-term disability plans of the Company
      (or, if no such plans exists, that impairs Executive’s ability to
      substantially perform his duties under this Agreement for a period of one
      hundred eighty (180) consecutive days).  The Board will
      determine whether or not Executive is and continues to be permanently
      disabled for purposes of this Agreement in good faith, based upon
      competent medical advice and other factors that the Board reasonably
      believes to be relevant.  As a condition to any benefits, the
      Board may require Executive to submit to physical or mental evaluations
      and tests as the Board or its medical experts deem reasonably
      appropriate.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
               (ii)

            	
              In
      the event of his Disability, Executive will no longer be obligated to
      perform services under this Agreement.  The Company will pay
      Executive, as Disability pay, an amount equal to seventy-five percent
      (75%) of Executive’s rate of base salary in effect as of the date of his
      termination of employment due to Disability. The Company will make
      Disability payments on a monthly basis commencing on the first day of the
      month following the effective date of Executive’s termination of
      employment due to Disability and ending on the earlier of: (A) the date he
      returns to full-time employment in the same capacity as he was employed
      prior to his termination for Disability; (B) his death; (C) his attainment
      of age 65; or (D) the date this Agreement would have expired had
      Executive’s employment not terminated by reason of
      Disability.  The Company will reduce Disability payments by the
      amount of any short- or long-term disability benefits payable to Executive
      under any other disability programs sponsored by the
      Company.  In addition, during any period of Executive’s
      Disability, the Company will continue to provide Executive and his
      dependents, to the greatest extent possible, with continued coverage under
      all benefit plans (including, without limitation, retirement plans and
      medical, dental and life insurance plans) in which Executive and/or his
      dependents participated prior to Executive’s Disability on the same terms
      as if he remained actively employed by the
  Company.

            


    

    


    (d)           Termination for
Cause.

    


    
      	
               
      

            	
               (i)

            	
              The
      Board may, by written notice to Executive in the form and manner specified
      in this paragraph, immediately terminate his employment at any time for
      “Cause.”  Executive shall have no right to receive compensation
      or other benefits for any period after termination for
      Cause.  Termination for Cause shall include termination because
      of Executive’s:

            


    

    


    
      	
               
      

            	
              (1)

            	
              Personal
      dishonesty;

            


    

    


    
      	
               
      

            	
              (2)

            	
              Incompetence;

            


    

    


    
      	
               
      

            	
              (3)

            	
              Willful
      misconduct;

            


    

    


    
      	
               
      

            	
              (4)

            	
              Breach
      of fiduciary duty involving personal
profit;

            


    

    


    
      	
               
      

            	
              (5)

            	
              Intentional
      failure to perform stated duties;

            


    

    


    
      	
               
      

            	
              (6)

            	
              Willful
      violation of any law, rule or regulation (other than traffic violations or
      similar offenses) or final cease and desist order;
  or

            


    

    


    
      	
               
      

            	
              (7)

            	
              Material
      breach by Executive of any provision of this
  Agreement.

            


    

    


    
      	
               
      

            	
               (ii)

            	
              Notwithstanding
      the foregoing, Executive’s termination for Cause will not become effective
      unless the Company has delivered to Executive a copy of a resolution duly
      adopted by the affirmative vote of a majority of the entire membership of
      the Board at a meeting of the Board called and held for the purpose of
      finding (after reasonable notice to Executive as an opportunity for
      Executive to be heard before the Board with counsel), that Executive was
      guilty of the conduct described above and specifying the particulars of
      his conduct.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Voluntary Termination
      by Executive.  In addition to his other rights to
      terminate under this Agreement, Executive may voluntarily terminate
      employment during the term of this Agreement upon at least sixty (60) days
      prior written notice to the Board.  Upon Executive’s voluntary
      termination, he will receive only his compensation and vested rights and
      benefits up to the date of his termination.  Following his
      voluntary termination of employment under this Section 11(e), Executive
      will be subject to the restrictions set forth in Sections 11(g)(i) and
      11(g)(ii) of this Agreement for a period of one (1) year from his
      termination date.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (f)

            	
              Without Cause or With
      Good Reason.

            


    

    


    
      	
               
      

            	
               (i)

            	
              In
      addition to termination pursuant to Sections 11(a) through 11(e), the
      Board may, by written notice to Executive, immediately terminate his
      employment at any time for a reason other than Cause (a termination
      “Without  Cause”) and Executive may, by written notice to the
      Board, terminate his employment under this Agreement for “Good Reason,” as
      defined below (a termination “With Good
  Reason”).

            


    

    


    
      	
               
      

            	
               (ii)

            	
              Subject
      to Section 12 of this Agreement, in the event of termination under this
      Section 11(f), Executive will receive his base salary and the value of
      employer contributions to benefit plans in which the Executive
      participated upon termination for the remaining term of the Agreement,
      paid in one lump sum within ten (10) calendar days of his
      termination.  Executive will also continue to participate in any
      benefit plans of the Company that provide medical, dental and life
      insurance coverage for the remaining term of the Agreement, under terms
      and conditions no less favorable than the most favorable terms and
      conditions provided to senior executives of the Company during the same
      period.  If the Company cannot provide such coverage because
      Executive is no longer an employee, the Company will provide Executive
      with comparable coverage on an individual policy basis or the cash
      equivalent.

            


    

    


    
      	
               
      

            	
               (iii)

            	
              For
      purposes of this Agreement “Good Reason” shall mean the occurrence of any
      of the following events without the Executive’s
  consent:

            


    

    


    
      	
               
      

            	
              (1)

            	
              The
      assignment to Executive of duties that constitute a material diminution of
      Executive’s authority, duties, or responsibilities (including reporting
      requirements);

            


    

    


    
      	
               
      

            	
              (2)

            	
              A
      material diminution in Executive’s base
salary;

            


    

    


    
      	
               
      

            	
              (3)

            	
              Relocation
      of Executive to a location outside a radius of twenty-five (25) miles from
      the Company’s corporate office; or

            


    

    


    
      	
               
      

            	
              (4)

            	
              Any
      other action or inaction by the Bank or the Company that constitutes a
      material breach of this Agreement;

            


    

    


    provided,
that within ninety (90) days after the initial existence of such event, the Bank
shall be given notice and an opportunity, not less than thirty (30) days, to
effectuate a cure for such asserted “Good Reason” by
Executive.  Executive’s resignation hereunder for Good Reason shall
not occur later than one hundred fifty (150) days following the initial date on
which the event Executive claims constitutes Good Reason occurred.

    


    
      	
               
      

            	
              (g)

            	
              Continuing Covenant
      Not to Compete or Interfere with
      Relationships.  Regardless of anything herein to the
      contrary, following a termination by the Company or Executive pursuant to
      Section 11(e) or 11(f):

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (i)

            	
              Executive’s
      obligations under Section 10(c) of this Agreement will continue in effect;
      and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              During
      the period ending on the first anniversary of such termination, Executive
      will not serve as an officer, director or employee of any bank holding
      company, bank, savings association, savings and loan holding company,
      mortgage company or other financial institution that offers products or
      services competing with those offered by the Company or its subsidiaries
      or affiliates from any office within thirty-five (35) miles from the main
      office of the Company or any branch of the Bank and, further, Executive
      will not interfere with the relationship of the Company, its subsidiaries
      or affiliates and any of their employees, agents, or
      representatives.

            


    

    


    
      	
               
      

            	
              (h)

            	
              To
      the extent Executive is a member of the Board on the date of termination
      of employment, Executive will resign from the Board immediately following
      such termination of employment. Executive will be obligated to tender this
      resignation regardless of the method or manner of termination, and such
      resignation will not be conditioned upon any event or
    payment.

            


    

    


    12.         Termination in Connection
with a Change in Control.

    


    
      	
               
      

            	
              (a)

            	
              For
      purposes of this Agreement, a “Change in Control” means any of the
      following events:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Merger: The
      Company merges into or consolidates with another entity, or merges another
      corporation into the Company, and as a result, less than a majority of the
      combined voting power of the resulting corporation immediately after the
      merger or consolidation is held by persons who were stockholders of the
      Company immediately before the merger or
  consolidation;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Acquisition of
      Significant Share Ownership:  There is filed, or is
      required to be filed, a report on Schedule 13D or another form or schedule
      (other than Schedule 13G) required under Sections 13(d) or 14(d) of the
      Securities Exchange Act of 1934, as amended, if the schedule discloses
      that the filing person or persons acting in concert has or have become the
      beneficial owner of 25% or more of a class of the Company’s voting
      securities, but this clause (ii) shall not apply to beneficial ownership
      of Company voting shares held in a fiduciary capacity by an entity of
      which the Company directly or indirectly beneficially owns 50% or more of
      its outstanding voting securities;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Change in Board
      Composition:  During any period of two consecutive years,
      individuals who constitute the Company’s Board of Directors at the
      beginning of the two-year period cease for any reason to constitute at
      least a majority of the Company’s Board of Directors; provided, however,
      that for purposes of this clause (iii), each director who is first elected
      by the board (or first nominated by the board for election by the members)
      by a vote of at least two-thirds (2/3) of the directors who were directors
      at the beginning of the two-year period shall be deemed to have also been
      a director at the beginning of such period;
or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              Sale of
      Assets:  The Company sells to a third party all or
      substantially all of its
assets.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (b)

            	
              Termination.  If
      within the period ending one year after a Change in Control, (i) the
      Company terminates Executive’s employment Without Cause, or (ii) Executive
      voluntarily terminates his employment With Good Reason, the Company will,
      within ten calendar days of the termination of Executive’s employment,
      make a lump-sum cash payment to him equal to three times Executive’s
      average “Annual Compensation” over the five (5) most recently completed
      calendar years, ending with the year immediately preceding the effective
      date of the Change in Control.  “Annual Compensation” will
      include base salary and any other taxable income, including, but not
      limited to, amounts related to the granting, vesting or exercise of
      restricted stock or stock option awards, commissions, bonuses, retirement
      benefits, director or committee fees and fringe benefits paid or accrued
      for Executive’s benefit.  Annual compensation will also include
      profit sharing, employee stock ownership plan and other retirement
      contributions or benefits, including to any tax-qualified plan or
      arrangement (whether or not taxable) made or accrued on behalf of
      Executive for such year.  The cash payment made under this
      Section 12(b) shall be made in lieu of any payment also required under
      Section 11(f) of this Agreement because of Executive’s termination of
      employment, however, Executive’s rights under Section 11(f) are not
      otherwise affected by this Section 12. Following termination of
      employment, executive will also continue to participate in any benefit
      plans that provide medical, dental and life insurance coverage upon terms
      no less favorable than the most favorable terms provided to senior
      executives.  The medical, dental and life insurance coverage
      provided under this Section 12(b) shall cease upon the earlier
      of:  (i) the Executive’s death; (ii) Executive’s employment by
      another employer other than one of which he is the majority owner; or
      (iii) thirty-six (36) months after his termination of
      employment.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      provisions of Section 12 and Sections 14 through 27, including the defined
      terms used in such sections, shall continue in effect until the later of
      the expiration of this Agreement or one year following a Change in
      Control.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Notwithstanding
      anything in this Section 12 to the contrary, a “Change in Control” for
      purposes of this Agreement shall not include any corporate restructuring
      transaction by the Company, including, but not limited to, a mutual to
      stock conversion, provided that the Board of Directors of the Company
      immediately preceding such transaction constitutes at least a majority of
      the Board of Directors of the Company after such
    transaction.

            


    

    


    13.         Indemnification and
Liability Insurance.

    


    
      	
               
      

            	
              (a)

            	
              Indemnification.  The
      Company agrees to indemnify Executive (and his heirs, executors, and
      administrators), and to advance expenses related to this indemnification,
      to the fullest extent permitted under applicable law and regulations
      against any and all expenses and liabilities that Executive reasonably
      incurs in connection with or arising out of any action, suit, or
      proceeding in which he may be involved by reason of his service as a
      director or Executive of the Company or any of its affiliates (whether or
      not he continues to be a director or Executive at the time of incurring
      any such expenses or liabilities).  Covered expenses and
      liabilities include, but are not limited to, judgments, court costs, and
      attorneys’ fees and the costs of reasonable settlements, subject to Board
      approval, if the action is brought against Executive in his capacity as an
      Executive or director of the Company or any of its affiliates.
      Indemnification for expenses will not extend to matters related to
      Executive’s termination for Cause.  Notwithstanding anything in
      this Section 13(a) to the contrary, the Company will not be required to
      provide indemnification prohibited by applicable law or
      regulation.  The obligations of this Section 13 shall survive
      the term of this Agreement by a period of six (6)
  years.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (b)

            	
              Insurance.  During
      the period for which the Company must indemnify Executive under this
      Section, the Company will provide Executive (and his heirs, executors, and
      administrators) with coverage under a directors’ and officers’ liability
      policy, at the Company’s expense, that is at least equivalent to the
      coverage provided to directors and senior executives of the
      Company.

            


    

    


    14.         Reimbursement
of Executive’s Expenses to Enforce this Agreement.  The Company will
reimburse Executive for all out-of-pocket expenses, including, without
limitation, reasonable attorney fees, incurred by Executive in connection with
his successful enforcement of the Company’s obligations under this
Agreement.  Successful enforcement means the grant of an award of
money or the requirement that the Company take some specified action: (i) as a
result of court order; or (ii) otherwise following an initial failure of the
Company to pay money or take action promptly following receipt of a written
demand from Executive stating the reason that the Company must pay money or take
action under this Agreement.

    


    15.         Limitation
of Benefits under Certain Circumstances.  If the payments
and benefits pursuant to Section 12 of this Agreement, either alone or together
with other payments and benefits Executive has the right to receive from the
Company, would constitute a “parachute payment” under Section 280G of the
Internal Revenue Code of 1986, as amended (the “Code”), the payments and
benefits pursuant to Section 12 shall be reduced or revised, in the manner
determined by Executive, by the amount, if any, which is the minimum necessary
to result in no portion of the payments and benefits under Section 12 being
non-deductible to the Company pursuant to Section 280G of the Code and subject
to the excise tax imposed under Section 4999 of the Code.  The Bank’s
independent public accountants will determine any reduction in the payments and
benefits to be made pursuant to Section 12; the Company will pay for the
accountant’s opinion.  If the Company and/or Executive do not agree
with the accountant’s opinion, the Company will pay to Executive the maximum
amount of payments and benefits pursuant to Section 12, as selected by
Executive, that the opinion indicates have a high probability of not causing any
payments and benefits to be non-deductible to the Company and subject to the
imposition of the excise tax imposed under Section 4999 of the
Code.  The Company may also request, and Executive has the right to
demand that the Company request, a ruling from the IRS as to whether the
disputed payments and benefits pursuant to Section 12 have such tax
consequences.   The Company will promptly prepare and file the
request for a ruling from the IRS, but in no event later than thirty (30) days
from the date of the accountant’s opinion referred to above.  The
request will be subject to Executive’s approval prior to filing; Executive shall
not unreasonably withhold his approval.  The Company and Executive
agree to be bound by any ruling received from the IRS and to make appropriate
payments to each other to reflect any IRS rulings, together with interest at the
applicable federal rate provided for in Section 7872(f)(2) of the
Code.  Nothing contained in this Agreement shall result in a reduction
of any payments or benefits to which Executive may be entitled upon termination
of employment other than pursuant to Section 12 hereof, or a reduction in the
payments and benefits specified in Section 12, below zero.

    


    16.         Injunctive
Relief.  Upon a breach or
threatened breach of Section 11(g) of this Agreement or the prohibitions upon
disclosure contained in Section 10(c) of this Agreement, the parties agree that
there is no adequate remedy at law for such breach, and the Company shall be
entitled to injunctive relief restraining Executive from such breach or
threatened breach, but such relief shall not be the exclusive remedy for a
breach of this Agreement.  The parties further agree that Executive,
without limitation, may seek injunctive relief to enforce the obligations of the
Company under this Agreement.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    17.         Successors and
Assigns.

    


    
      	
               
      

            	
              (a)

            	
              This
      Agreement shall inure to the benefit of and be binding upon any corporate
      or other successor of the Company which shall acquire, directly or
      indirectly, by merger, consolidation, purchase or otherwise, all or
      substantially all of the assets or stock of the
  Company.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Since
      the Company is contracting for the unique and personal skills of
      Executive, Executive shall not assign or delegate his rights or duties
      under this Agreement without first obtaining the written consent of the
      Company.

            


    

    


    18.         No
Mitigation.  Executive shall
not be required to mitigate the amount of any payment provided for in this
Agreement by seeking other employment or otherwise and no such payment shall be
offset or reduced by the amount of any compensation or benefits provided to
Executive in any subsequent employment.

    


    19.         Notices.  All notices,
requests, demands and other communications in connection with this Agreement
shall be made in writing and shall be deemed to have been given when delivered
by hand or 48 hours after mailing at any general or branch United States Post
Office, by registered or certified mail, postage prepaid, addressed to the
Company at its principal business offices and to Executive at his home address
as maintained in the records of the Company.

    


    20.         No Plan
Created by this Agreement.  Executive and the
Company expressly declare and agree that this Agreement was negotiated among
them and that no provision or provisions of this Agreement are intended to, or
shall be deemed to, create any plan for purposes of the Employee Retirement
Income Security Act of 1974 (“ERISA”) or any other law or regulation, and each
party expressly waives any right to assert the contrary.  Any
assertion in any judicial or administrative filing, hearing, or process that an
ERISA plan was created by this Agreement shall be deemed a material breach of
this Agreement by the party making the assertion.

    


    21.         Amendments.  No amendments or
additions to this Agreement shall be binding unless made in writing and signed
by all of the parties, except as herein otherwise specifically
provided.

    


    22.         Applicable
Law.  Except to the
extent preempted by federal law, the laws of the Commonwealth of Pennsylvania
shall govern this Agreement in all respects, whether as to its validity,
construction, capacity, performance or otherwise.

    


    23.         Severability.  The provisions of
this Agreement shall be deemed severable and the invalidity or unenforceability
of any one provision shall not affect the validity or enforceability of the
other provision of this Agreement.

    


    24.         Headings.  Headings
contained in this Agreement are for convenience of reference only.

    


    25.         Entire
Agreement.  This Agreement,
together with any modifications subsequently agreed to in writing by the
parties, shall constitute the entire agreement among the parties with respect to
the foregoing subject matter, other than written agreements applicable to
specific plans, programs or arrangements described in Sections 5 and
6.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    26.       Source of
Payments.  Notwithstanding
any provision in this Agreement to the contrary, to the extent payments and
benefits, as provided for under this Agreement, are paid or received by
Executive under the Employment Agreement in effect between Executive and the
Bank, the payments and benefits paid by the Bank will be subtracted from any
amount or benefit due simultaneously to Executive under similar provisions of
this Agreement.  Payments will be allocated in proportion to the level
of activity and the time expended by Executive on activities related to the
Company and the Bank, respectively, as determined by the Company and the
Bank.

    


    27.         Section 409A of the
Code.

    


    
      	
               
      

            	
              (a)

            	
              This
      Agreement is intended to comply with the requirements of Section 409A of
      the Code, and specifically, with the “short-term deferral exception” under
      Treasury Regulation Section 1.409A-1(b)(4) and the “separation pay
      exception” under Treasury Regulation Section 1.409A-1(b)(9)(iii), and
      shall in all respects be administered in accordance with Section 409A of
      the Code.  If any payment or benefit hereunder cannot be
      provided or made at the time specified herein without incurring sanctions
      on Executive under Section 409A of the Code, then such payment or benefit
      shall be provided in full at the earliest time thereafter when such
      sanctions will not be imposed.  For purposes of Section 409A of
      the Code, all payments to be made upon a termination of employment under
      this Agreement may only be made upon a “separation from service” (within
      the meaning of such term under Section 409A of the Code), each payment
      made under this Agreement shall be treated as a separate payment, the
      right to a series of installment payments under this Agreement (if any) is
      to be treated as a right to a series of separate payments, and if a
      payment is not made by the designated payment date under this Agreement,
      the payment shall be made by December 31 of the calendar year in which the
      designated date occurs.  To the extent that any payment provided
      for hereunder would be subject to additional tax under Section 409A of the
      Code, or would cause the administration of this Agreement to fail to
      satisfy the requirements of Section 409A of the Code, such provision shall
      be deemed null and void to the extent permitted by applicable law, and any
      such amount shall be payable in accordance with subsection (b)
      below.  In no event shall Executive, directly or indirectly,
      designate the calendar year of
payment.

            


    

    


    
      	
               
      

            	
              (b)

            	
              If
      when separation from service occurs Executive is a “specified employee”
      within the meaning of Section 409A of the Code, and if the cash severance
      payment under Section 11(f)(ii) or 12(b) of this Agreement would be
      considered deferred compensation under Section 409A of the Code, and,
      finally, if an exemption from the six-month delay requirement of Section
      409A(a)(2)(B)(i) of the Code is not available (i.e., the “short-term
      deferral exception” under Treasury Regulations Section 1.409A-1(b)(4) or
      the “separation pay exception” under Treasury Section
      1.409A-1(b)(9)(iii)), the Bank or the Company will make the maximum
      severance payment possible in order to comply with an exception from the
      six month requirement and make any remaining severance payment under
      Section 11(f)(ii) or 12(b) of this Agreement to Executive in a single lump
      sum without interest on the first payroll date that occurs after the date
      that is six (6) months after the date on which Executive separates from
      service.

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (c)

            	
              If
      (x) under the terms of the applicable policy or policies for the insurance
      or other benefits specified in Section 11(f)(ii) or 12(b) of this
      Agreement it is not possible to continue coverage for Executive and his
      dependents, or (y) when a separation from service occurs Executive is a
      “specified employee” within the meaning of Section 409A of the Code, and
      if any of the continued insurance coverage or other benefits specified in
      Section 11(f)(ii) or 12(b) of this Agreement would be considered deferred
      compensation under Section 409A of the Code, and, finally, if an exemption
      from the six-month delay requirement of Section 409A(a)(2)(B)(i) of the
      Code is not available for that particular insurance or other benefit, the
      Bank or the Company shall pay to Executive in a single lump sum an amount
      in cash equal to the present value of the Bank’s projected cost to
      maintain that particular insurance benefit (and associated income tax
      gross-up benefit, if applicable) had Executive’s employment not
      terminated, assuming continued coverage for 36 months.  The
      lump-sum payment shall be made thirty (30) days after employment
      termination or, if Section 27(b) of this Agreement applies, on the first
      payroll date that occurs after the date that is six (6) months after the
      date on which Executive separates from
service.

            


    

    


    
      	
               
      

            	
              (d)

            	
              References
      in this Agreement to Section 409A of the Code include rules, regulations,
      and guidance of general application issued by the Department of the
      Treasury under Internal Revenue Section 409A of the
  Code.

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto have executed this amended and restated Agreement on December 16,
2008.

    


    
      
        	
                ATTEST:

              	 
      	
                POLONIA
      BANCORP

              
	 
      	 
      	 
      
	
                /s/ Lynn Lucia

              	 
      	
                By:

              	
                /s/ Anthony J.
  Szuszczewicz

              
	
                Witness

              	 
      	 
      	
                For
      the Entire Board of Directors

              
	 
      	 
      	 
      
	
                WITNESS:

              	 
      	
                EXECUTIVE

              
	 
      	 
      	 
      
	
                /s/ Lynn Lucia

              	 
      	
                By:

              	
                /s/ Paul E. Rutkowski

              
	 
      	 
      	 
      	
                Paul
      D. Rutkowski

              


      

    


    
      
         


      

      
        12