Exhibit 10.8



    AMENDED
AND RESTATED

    POLONIA
BANK

    SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

    


    As
of January 1, 2005


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Amended
and Restated

    Polonia
Bank

    Supplemental
Executive Retirement Plan

    


    Table
of Contents

    


    
      
        
          
            	
                    ARTICLE
      I

                  	
                    Introduction

                  	
                    1

                  
	 
      	 
      	 
      
	
                    ARTICLE
      II

                  	
                    Definitions

                  	
                    1

                  
	 
      	 
      	 
      
	
                    ARTICLE
      III

                  	
                    Eligibility
      and Participation

                  	
                    3

                  
	 
      	 
      	 
      
	
                    ARTICLE
      IV

                  	
                    Benefits

                  	
                    3

                  
	 
      	 
      	 
      
	
                    ARTICLE
      V

                  	
                    Accounts

                  	
                    4

                  
	 
      	 
      	 
      
	
                    ARTICLE
      VI

                  	
                    Supplemental
      Benefit Payments

                  	
                    5

                  
	 
      	 
      	 
      
	
                    ARTICLE
      VII

                  	
                    Claims
      Procedures

                  	
                    5

                  
	 
      	 
      	 
      
	
                    ARTICLE
      VIII

                  	
                    Amendment
      and Termination

                  	
                    6

                  
	 
      	 
      	 
      
	
                    ARTICLE
      IX

                  	
                    General
      Provisions

                  	
                    7

                  


          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    ARTICLE
I

    INTRODUCTION

    


    
      	
              Section
      1.01

            	
              Purpose, Design and
      Intent.

            


    

    


    
      	
              (a)

            	
              The
      purpose of the Polonia Bank Supplemental Executive Retirement Plan (the
      “Plan”) is to assist Polonia Bank (the “Bank”) and its affiliates in
      retaining the services of key employees until their retirement, to induce
      such employees to use their best efforts to enhance the business of the
      Bank and its affiliates, and to provide certain supplemental retirement
      benefits to such employees.

            


    

    


    
      	
              (b)

            	
              The
      Plan, in relevant part, is intended to constitute an unfunded “excess
      benefit plan” as defined in Section 3(36) of the Employee Retirement
      Income Security Act of 1974, as amended.  In this respect, the
      Plan is specifically designed to provide certain key employees with
      retirement benefits that would have been provided under various
      tax-qualified retirement plans sponsored by the Bank but for the
      applicable limitations placed on benefits and contributions under such
      plans by various provisions of the Internal Revenue Code of 1986, as
      amended.

            


    

    


    
      	
              (c)

            	
              The
      Bank is amending and restating the Plan in its entirety effective as of
      January 1, 2005 to comply with Section 409A of the
  Code.

            


    

    


    ARTICLE
II

    DEFINITIONS

    


    Section
2.01        Definitions.         In
this Plan, whenever the context so indicates, the singular or the plural number
and the masculine or feminine gender shall be deemed to include the other, the
terms “he,” “his,” and “him,” shall refer to a Participant or a beneficiary of a
Participant, as the case may be, and, except as otherwise provided, or unless
the context otherwise requires, the capitalized terms shall have the following
meanings:

    


    (a)           “Affiliate”
means any corporation, trade or business, which, at the time of reference, is
together with the Bank, a member of a controlled group of corporations, a group
of trades or businesses (whether or not incorporated) under common control, or
an affiliated service group, as described in Sections 414(b), 414(c), and 414(m)
of the Code, respectively, or any other organization treated as a single
employer with the Bank under Section 414(o) of the Code.

    


    (b)           “Applicable
Limitations” means one or more of the following, as
applicable:

    


    
      	
               
      

            	
               (i)

            	
              the
      maximum limitations on annual additions to a tax-qualified defined
      contribution plan under Section 415(c) of the
  Code;

            


    

    


    
      	
               
      

            	
               (ii)

            	
              the
      maximum limitation on the annual amount of compensation that may, under
      Section 401(a)(17) of the Code, be taken into account in determining
      contributions to and benefits under tax-qualified plans;
    and

            


    

    


    
      	
               
      

            	
               (iii)

            	
              the
      maximum limitations, under Sections 401(k), 401(m), or 402(g) of the Code,
      on pre-tax contributions that may be made to a qualified defined
      contribution plan.

            


    

    


    (c)           “Bank”
means Polonia Bank and its
successors.

    


    (d)           “Board of
Directors” means the Board of Directors of the Bank.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    (e)           “Change in
Control” means the earliest occurrence of a “change in ownership,”
“change in effective control,” or “change in ownership of a substantial portion
of assets” for purposes of Section 409A of the Code.

    


    (f)           “Code”
means the Internal Revenue Code of 1986, as amended.

    


    (g)           “Committee”
means the person(s) designated by the Board of Directors, pursuant to Section
9.02 of the Plan, to administer the Plan.

    


    (h)           “Common
Stock” means the common stock of the Company.

    


    (i)           “Company”
means Polonia Bancorp and its successors.

    


    (j)           “Eligible
Individual” means any Employee who participates in the ESOP or the 401(k)
Plan, as the case may be, and whom the Board of Directors determines is one of a
“select group of management or highly compensated employees,” as such phrase is
used for purposes of Sections 101, 201, and 301 of ERISA.

    


    (k)           “Employee”
means any person employed by the Bank or an Affiliate.

    


    (l)           “Employer”
means the Bank or Affiliate thereof that employs the
Employee.

    


    (m)           “ERISA”
means the Employee Retirement Income Security Act of 1974, as
amended.

    


    (n)           “ESOP”
means the Polonia Bank Employee Stock Ownership Plan, as amended from
time to time.

    


    (o)           “ESOP Acquisition
Loan” means a loan or other extension of credit incurred by the trustee
of the ESOP in connection with the purchase of Common Stock on behalf of the
ESOP.

    


    (p)           “ESOP Valuation
Date” means any day as of which the investment experience of the trust
fund of the ESOP is determined and individuals’ accounts under the ESOP are
adjusted accordingly.

    


    (q)           “Effective Date”
means January 1, 2007.

    


    (r)           “Participant”
means an Eligible Employee who is entitled to benefits under the
Plan.

    


    (s)           “Plan”
means this Polonia Bank Supplemental Executive Retirement Plan, as amended and
restated.

    


    (t)           “Separation from
Service” means a Participant’s separation from service with the Bank
within the meaning of Section 409A of the Code.

    


    (u)           “Specified
Employee” means, as of a given date, a “specified employee” as of such
date for purpose of Section 409A of the Code.

    


    (v)           “Supplemental
ESOP Account” means an account established by an Employer, pursuant to
Section 5.01 of the Plan, with respect to a Participant’s Supplemental ESOP
Benefit.

    


    (w)           “Supplemental
ESOP Benefit” means the benefit credited to a Participant pursuant to
Section 4.01 of the Plan.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    (x)           “Supplemental
Stock Ownership Account” means an account established by an Employer,
pursuant to Section 5.02 of the Plan, with respect to a Participant’s
Supplemental Stock Ownership Benefit.

    


    (y)           “Supplemental
Stock Ownership Benefit” means the benefit credited to a Participant
pursuant to Section 4.02 of the Plan.

    


    ARTICLE
III

    ELIGIBILITY
AND PARTICIPATION

    


    
      	
              Section
      3.01

            	
              Eligibility and
      Participation.

            


    

    


    
      	
              (a)

            	
              Each
      Eligible Employee may participate in the Plan.  An Eligible
      Employee shall become a Participant in the Plan upon designation as such
      by the Board of Directors.  An Eligible Employee whom the Board
      of Directors designates as a Participant in the Plan shall commence
      participation as of the date established by the Board of
      Directors.  The Board of Directors shall establish an Eligible
      Employee’s date of participation at the same time it designates the
      Eligible Employee as a Participant in the
Plan.

            


    

    


    
      	
              (b)

            	
              The
      Board of Directors may, at any time, designate an Eligible Employee as a
      Participant for any or all supplemental benefits provided for under
      Article IV of the Plan.

            


    

    


    ARTICLE
IV

    BENEFITS

    


    
      	
              Section
      4.01

            	
              Supplemental ESOP
      Benefit.

            


    

    


    As of the
last day of each plan year of the ESOP, the Employer shall credit the
Participant’s Supplemental ESOP Account with a Supplemental ESOP Benefit equal
to the excess of (a) over (b), where:

    


    
      	
              (a)

            	
              Equals
      the annual contributions made by the Employer and/or the number of shares
      of Common Stock released for allocation in connection with the repayment
      of an ESOP Acquisition Loan that would otherwise be allocated to the
      accounts of the Participant under the ESOP for the applicable plan year,
      if the provisions of the ESOP were administered without regard to any of
      the Applicable Limitations; and

            


    

    


    
      	
              (b)

            	
              Equals
      the annual contributions made by the Employer and/or the number of shares
      of common stock released for allocation in connection with the repayment
      of an ESOP Acquisition Loan that are actually allocated to the accounts of
      the Participant under the provisions of the ESOP for that particular plan
      year, after giving effect to any reduction of such allocation required by
      any of the Applicable Limitations.

            


    

    


    
      	
              Section
      4.02

            	
              Supplemental Stock
      Ownership Benefit.

            


    

    


    
      	
              (a)

            	
              Upon
      a Change in Control, the Employer shall credit to the Participant’s
      Supplemental Stock Ownership Account a Supplemental Stock Ownership
      Benefit equal to (i) less (ii), the result of which is multiplied by
      (iii), where:

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (i)

            	
              Equals
      the total number of shares of Common Stock acquired with the proceeds of
      all ESOP Acquisition Loans (together with any dividends, cash proceeds, or
      other medium related to such ESOP Acquisition Loans) that would have been
      allocated or credited for the benefit of the Participant under the ESOP
      and/or this Plan, as the case may be, had the Participant continued in the
      employ of the Employer through the first ESOP Valuation Date following the
      last scheduled payment of principal and interest on all ESOP Acquisition
      Loans outstanding at the time of the Change in Control;
  and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Equals
      the total number of shares of Common Stock acquired with the proceeds of
      all ESOP Acquisition Loans (together with any dividends, cash proceeds, or
      other medium related to such ESOP Acquisition Loans) and allocated for the
      benefit of the Participant under the ESOP and/or this Plan, as the case
      may be, as of the first ESOP Valuation Date following the Change in
      Control; and

            


    

    


    
      	
               
      

            	
               (iii)

            	
              Equals
      the fair market value of the Common Stock immediately preceding the Change
      in Control.

            


    

    


    
      	
              (b)

            	
              For
      purposes of clause (i) of subsection (a) of this Section 4.02, the total
      number of shares of Common Stock shall be determined by multiplying the
      sum of (i) and (ii) by (iii),
where:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Equals
      the average of the total shares of Common Stock acquired with the proceeds
      of an ESOP Acquisition Loan and allocated for the benefit of the
      Participant under the ESOP as of the three most recent ESOP Valuation
      Dates preceding the Change in Control (or lesser number if the Participant
      has not participated in the ESOP for three full
  years);

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Equals
      the average number of shares of Common Stock credited to the Participant’s
      Supplemental ESOP Account for the three most recent plan years of the ESOP
      (such that the three most recent plan years coincide with the three most
      recent ESOP Valuation Dates referred to in (i) above);
  and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Equals
      the original number of scheduled annual payments on the ESOP Acquisition
      Loan.

            


    

    


    ARTICLE
V

    ACCOUNTS

    


    Section
5.01         Supplemental ESOP Benefit
Account.

    


    For each
Participant who is credited with a benefit pursuant to Section 4.01 of the Plan,
the Employer shall establish, as a memorandum account on its books, a
Supplemental ESOP Account.  Each year, the Committee shall credit to
the Participant’s Supplemental ESOP Account the amount of benefits determined
under Section 4.01 of the Plan for that year.  The Committee shall
credit the account with an amount equal to the appropriate number of shares of
Common Stock or other medium of contribution that would have otherwise been made
to the Participant’s accounts under the ESOP but for the limitations imposed by
the Code.  Shares of Common Stock shall be valued under this Plan in
the same manner as under the ESOP.  Cash contributions credited to a
Participant’s Supplemental ESOP Account shall be credited annually with interest
at a rate equal to the combined weighted return provided to the Participant’s
non-stock accounts under the ESOP.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
              Section
      5.02

            	
              Supplemental Stock
      Ownership Account.

            


    

    


    The
Employer shall establish, as a memorandum account on its books, a Supplemental
Stock Ownership Account.  Upon a Change in Control, the Committee
shall credit to the Participant’s Supplemental Stock Ownership Account the
amount of benefits determined under Section 4.02 of the Plan.  The
Committee shall credit the account with an amount equal to the appropriate
number of shares of Common Stock or other medium of contribution that would have
otherwise been made to the Participant’s accounts under the
ESOP.  Shares of Common Stock shall be valued under this Plan in the
same manner as under the ESOP.  Cash contributions credited to a
Participant’s Supplemental Stock Ownership Account shall be credited annually
with interest at a rate equal to the combined weighted return provided to the
Participant’s non-stock accounts under the ESOP.

    


    ARTICLE
VI

    SUPPLEMENTAL
BENEFIT PAYMENTS

    


    Section
6.01         Payment of Supplemental ESOP
Benefit.

    


    
      	
              (a)

            	
              A
      Participant’s Supplemental ESOP Benefit shall be paid to the Participant
      or, in the event of the Participant’s death, to his beneficiary (as
      designated on a form acceptable to the Employer), in a single lump sum
      payment as soon as administratively practicable (but no later than 60
      days) following the Participant’s Separation from Service.  The
      form of the payment shall match the form (i.e., cash, stock or other
      medium) in which the Employer credited the benefit pursuant to Article V
      of the Plan.

            


    

    


    
      	
              (b)

            	
              A
      Participant shall have a non-forfeitable right to the Supplemental ESOP
      Benefit credited to him under this Plan in the same percentage as he has
      benefits allocated to him under the ESOP at the time the benefits become
      distributable to him under the
ESOP.

            


    

    


    Section
6.02         Payment of Supplemental
Stock Ownership Benefit.

    


    
      	
              (a)

            	
              A
      Participant’s Supplemental Stock Ownership Benefit shall be paid to the
      Participant or, in the event of the Participant’s death, to his
      beneficiary (as designated on a form acceptable to the Employer), in a
      single lump sum payment as soon as administratively practicable (but no
      later than 60 days) following the Participant’s Separation from
      Service.  The form of the payment shall match the form (i.e.,
      cash, stock or other medium) in which the Employer credited the benefit
      pursuant to Article V of the Plan.

            


    

    


    
      	
              (b)

            	
              A
      Participant shall always have a fully non-forfeitable right to the
      Supplemental Stock Ownership Benefit credited to him under this
      Plan.

            


    

    


    ARTICLE
VII

    CLAIMS
PROCEDURES

    


    
      	
              Section
      7.01

            	
              Claims
      Reviewer.

            


    

    


    For
purposes of handling claims with respect to this Plan, the “Claims Reviewer”
shall be the Committee, unless the Committee designates another person or group
of persons as Claims Reviewer.

    


    
      	
              Section
      7.02

            	
              Claims
      Procedure.

            


    

    


    
      	
              (a)

            	
              An
      initial claim for benefits under the Plan must be made by the Participant
      or his beneficiary or beneficiaries in accordance with the terms of this
      Section 7.02.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
              (b)

            	
              Not
      later than ninety (90) days after receipt of such a claim, the Claims
      Reviewer will render a written decision on the claim to the claimant,
      unless special circumstances require the extension of such 90-day
      period.  If such extension is necessary, the Claims Reviewer
      shall provide the Participant or the Participant’s beneficiary or
      beneficiaries with written notification of such extension before the
      expiration of the initial 90-day period.  Such notice shall
      specify the reason or reasons for the extension and the date by which a
      final decision can be expected.  In no event shall such
      extension exceed a period of ninety (90) days from the end of the initial
      90-day period.

            


    

    


    
      	
              (c)

            	
              In
      the event the Claims Reviewer denies the claim of a Participant or any
      beneficiary in whole or in part, the Claims Reviewer’s written
      notification shall specify, in a manner calculated to be understood by the
      claimant, the reason for the denial; a reference to the Plan or other
      document or form that is the basis for the denial; a description of any
      additional material or information necessary for the claimant to perfect
      the claim; an explanation as to why such information or material is
      necessary; and an explanation of the applicable claims
      procedure.

            


    

    


    
      	
              (d)

            	
              Should
      the claim be denied in whole or in part and should the claimant be
      dissatisfied with the Claims Reviewer’s disposition of the claimant’s
      claim, the claimant may have a full and fair review of the claim by the
      Committee upon written request submitted by the claimant or the claimant’s
      duly authorized representative and received by the Committee within sixty
      (60) days after the claimant receives written notification that the
      claimant’s claim has been denied.  In connection with such
      review, the claimant or the claimant’s duly authorized representative
      shall be entitled to review pertinent documents and submit the claimant’s
      views as to the issues, in writing.  The Committee shall act to
      deny or accept the claim within sixty (60) days after receipt of the
      claimant’s written request for review unless special circumstances require
      the extension of such 60-day period.  If such extension is
      necessary, the Committee shall provide the claimant with written
      notification of such extension before the expiration of such initial
      60-day period.  In all events, the Committee shall act to deny
      or accept the claim within 120 days of the receipt of the claimant’s
      written request for review.  The action of the Committee shall
      be in the form of a written notice to the claimant and its contents shall
      include all of the requirements for action on the original
      claim.

            


    

    


    
      	
              (e)

            	
              In
      no event may a claimant commence legal action for benefits the claimant
      believes are due the claimant until the claimant has exhausted all of the
      remedies and procedures afforded the claimant by this Article
      VII.

            


    

    


    
      ARTICLE
VIII

    

    AMENDMENT
AND TERMINATION

    


    
      	
              Section
      8.01

            	
              Amendment of the
      Plan.

            


    

    


    The Bank
may from time to time and at any time amend the Plan; provided, however, that
such amendment may not adversely affect the rights of any Participant or
beneficiary with respect to any benefit under the Plan to which the Participant
or beneficiary may have previously become entitled prior to the effective date
of such amendment without the consent of the Participant or
beneficiary.  The Committee shall be authorized to make minor or
administrative changes to the Plan, as well as amendments required by applicable
federal or state law (or authorized or made desirable by such statutes);
provided, however, that such amendments must subsequently be ratified by the
Board of Directors.

    


    
      	
              Section
      8.02

            	
              Termination in the
      Discretion of the Bank.

            


    

    


    Except as
otherwise provided in Sections 8.03, the Bank in its discretion may terminate
the Plan and distribute benefits to Participants subject to the following
requirements and any others specified under Section 409A of the
Code:


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    
      	
              (a)

            	
              All
      arrangements sponsored by the Bank that would be aggregated with the Plan
      under Section 1.409A-1(c) of the Treasury Regulations are
      terminated.

            


    

    


    
      	
              (b)

            	
              No
      payments other than payments that would be payable under the terms of the
      Plan if the termination had not occurred are made within 12 months of the
      termination date.

            


    

    


    
      	
              (c)

            	
              All
      benefits under the Plan are paid within 24 months of the termination
      date.

            


    

    


    
      	
              (d)

            	
              The
      Bank does not adopt a new arrangement that would be aggregated with the
      Plan under Section 1.409A-1(c) of the Treasury Regulations providing for
      the deferral of compensation at any time within 3 years following the date
      of termination of the Plan.

            


    

    


    
      	
              (e)

            	
              The
      termination does not occur proximate to a downturn in the financial health
      of the Bank.

            


    

    


    Section
8.03         Termination Upon Change
in  Control Event.

    


    If the
Bank terminates the Plan within thirty days preceding or twelve months following
a Change in Control, the Accounts (Supplemental ESOP Account, Supplemental
Savings Account and Supplemental Stock Ownership Account) of each Participant
shall become fully vested and payable to the Participant in a lump sum within
twelve months following the date of termination, subject to the requirements of
Section 409A of the Code.

    


    ARTICLE
IX

    GENERAL
PROVISIONS

    


    
      	
              Section
      9.01

            	
              Unfunded, Unsecured
      Promise to Make Payments in the
Future.

            


    

    


    The right
of a Participant or any beneficiary to receive a distribution under this Plan
shall be an unsecured claim against the general assets of the Bank or its
Affiliates, and neither a Participant, nor his designated beneficiary or
beneficiaries, shall have any rights in or against any amount credited to any
account under this Plan or any other assets of the Bank or an
Affiliate.  The Plan at all times shall be considered entirely
unfunded both for tax purposes and for purposes of Title I of
ERISA.  Any funds invested hereunder shall continue for all purposes
to be part of the general assets of the Bank or an Affiliate and available to
its general creditors in the event of bankruptcy or
insolvency.  Accounts under this Plan and any benefits which may be
payable pursuant to this Plan are not subject in any manner to anticipation,
sale, alienation, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors of a Participant or a Participant’s
beneficiary.  The Plan constitutes a mere promise by the Bank or
Affiliate to make benefit payments in the future.  No interest or
right to receive a benefit may be taken, either voluntarily or involuntarily,
for the satisfaction of the debts of, or other obligations or claims against,
such Participant or beneficiary, including claims for alimony, support, separate
maintenance and claims in bankruptcy proceedings.

    


    
      	
              Section
      9.02

            	
              Committee as Plan
      Administrator.

            


    

    


    
      	
              (a)

            	
              The
      Plan shall be administered by the Committee designated by the Board of
      Directors of the Bank.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    
      	
              (b)

            	
              The
      Committee shall have the authority, duty and power to interpret and
      construe the provisions of the Plan as it deems
      appropriate.  The Committee shall have the duty and
      responsibility of maintaining records, making the requisite calculations
      and disbursing the payments hereunder.  In addition, the
      Committee shall have the authority and power to delegate any of its
      administrative duties to employees of the Bank or an Affiliate, as they
      may deem appropriate.  The Committee shall be entitled to rely
      on all tables, valuations, certificates, opinions, data and reports
      furnished by any actuary, accountant, controller, counsel or other person
      employed or retained by the Bank with respect to the Plan. The
      interpretations, determinations, regulations and calculations of the
      Committee shall be final and binding on all persons and parties
      concerned.

            


    

    


    
      	
              Section
      9.03

            	
              Expenses.

            


    

    


    Expenses
of administration of the Plan shall be paid by the Bank or an
Affiliate.

    


    Section
9.04         Statements.

    


    The
Committee shall furnish individual annual statements of accrued benefits to each
Participant, or current beneficiary, in such form as determined by the Committee
or as required by law.

    


    
      	
              Section
      9.05

            	
              Rights of Participants
      and Beneficiaries.

            


    

    


    
      	
              (a)

            	
              The
      sole rights of a Participant or beneficiary under this Plan shall be to
      have this Plan administered according to its provisions and to receive
      whatever benefits he or she may be entitled to
  hereunder.

            


    

    


    
      	
              (b)

            	
              Nothing
      in the Plan shall be interpreted as a guaranty that any funds in any trust
      which may be established in connection with the Plan or assets of the Bank
      or an Affiliate will be sufficient to pay any benefit
      hereunder.

            


    

    


    
      	
              (c)

            	
              The
      adoption and maintenance of this Plan shall not be construed as creating
      any contract of employment or service between the Bank or an Affiliate and
      any Participant or other individual.  The Plan shall not affect
      the right of the Bank or an Affiliate to deal with any Participants in
      employment or service respects, including their hiring, discharge,
      compensation, and other conditions of employment or
    service.

            


    

    


    
      	
              Section
      9.06

            	
              Incompetent
      Individuals.

            


    

    


    The
Committee may, from time to time, establish rules and procedures which it
determines to be necessary for the proper administration of the Plan and the
benefits payable to a Participant or beneficiary in the event that such
Participant or beneficiary is declared incompetent and a conservator or other
person is appointed and legally charged with that Participant’s or beneficiary’s
care.  Except as otherwise provided for herein, when the Committee
determines that such Participant or beneficiary is unable to manage his
financial affairs, the Committee may pay such Participant’s or beneficiary’s
benefits to such conservator, person legally charged with such Participant’s or
beneficiary’s care, or institution then contributing toward or providing for the
care and maintenance of such Participant or beneficiary.  Any such
payment shall constitute a complete discharge of any liability of the Bank or an
Affiliate and the Plan for such Participant or beneficiary.

    


    
      	
              Section
      9.07

            	
              Sale, Merger or
      Consolidation of the Bank.

            


    

    


    Subject
to Section 8.03, the Plan may be continued after a sale of assets of the Bank,
or a merger or consolidation of the Bank into or with another corporation or
entity only if, and to the extent that, the transferee, purchaser or successor
entity agrees to continue the Plan.  Additionally, upon a merger,
consolidation or other change in control any amounts credited to Participant’s
deferral accounts shall be placed in a grantor trust to the extent not already
in such a trust.  In the event that the Plan is not continued by the
transferee, purchaser or successor entity, then the Plan shall be terminated
subject to the provisions of Section 8.02 of the Plan.  Any legal fees
incurred by a Participant in determining benefits to which such Participant is
entitled under the Plan following a sale, merger, or consolidation of the Bank
or an Affiliate of which the Participant is an Employee or, if applicable, a
member of the Board of Directors, shall be paid by the resulting or succeeding
entity.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    Section
9.08         Location of
Participants.

    


    Each
Participant shall keep the Bank informed of his current address and the current
address of his designated beneficiary or beneficiaries.  The Bank
shall not be obligated to search for any person.  If such person is
not located within three (3) years after the date on which payment of the
Participant’s benefits payable under this Plan may first be made, payment may be
made as though the Participant or his beneficiary had died at the end of such
three-year period.

    


    
      	
              Section
      9.09

            	
              Liability of the Bank
      and its Affiliates.

            


    

    


    Notwithstanding
any provision herein to the contrary, neither the Bank nor any individual acting
as an employee or agent of the Bank shall be liable to any Participant, former
Participant, beneficiary, or any other person for any claim, loss, liability or
expense incurred in connection with the Plan, unless attributable to fraud or
willful misconduct on the part of the Bank or any such employee or agent of the
Bank.

    


    
      	
              Section
      9.10

            	
              Governing
      Law.

            


    

    


    All
questions pertaining to the construction, validity and effect of the Plan shall
be determined in accordance with the laws of the United States and, to the
extent not preempted by such laws, by the laws of the Commonwealth of
Pennsylvania.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    This Plan
was originally adopted effective January 1, 2007 and is amended and restated in
its entirety effective as of December 16, 2008.

    


    
      
        
          	
                  Attest:

                	 	
                  POLONIA
      BANK

                
	 
      	 	 
      	 
      	 
      
	
                  /s/ Paul D. Rutkowski

                	 	 
      	
                  By:

                	
                  /s/ Anthony J.
  Szuszczewicz

                
	 
      	 	 
      	 
      	
                  Anthony
      J. Szuszczewicz

                
	 
      	 	 
      	 
      	
                  President
      and Chief Executive
Officer

                


        

      

    


    
      
         


      

      
        10