exh103.htm


     

    
      


      

    

    
      Exhibit
10.3

       

       

      AMENDED
AND RESTATED

       

      POST
RETIREMENT AGREEMENT

       

      DATED
NOVEMBER 19, 2008

       

       

      This
Amended and Restated Post Retirement Agreement (hereinafter referred to as the
“Amended Retirement Agreement”) is made this 19th day of November 2008, by and
between Prudential Savings Bank (hereinafter referred to as “Prudential” or the
“Bank”) and Joseph W. Packer, Jr. (hereinafter referred to as “Mr.
Packer”).

       

      WHEREAS,
Prudential is a Pennsylvania chartered stock savings bank;

       

      WHEREAS, Mr.
Packer is presently Chairman of the Board of Directors of
Prudential;

       

      WHEREAS, Mr.
Packer has served Prudential for over fifty (50) years, at least twenty-five
years of which were as an officer thereof, including as President and Chief
Executive Officer of Prudential;

       

      WHEREAS, Mr.
Packer’s experience and knowledge of the affairs of Prudential and his
reputation and contacts in the community and in the banking industry are
extremely valuable to Prudential;

       

      WHEREAS, in
recognition of Mr. Packer’s valuable service as an employee and officer,
Prudential has provided Mr. Packer with certain benefits since his retirement in
1993 pursuant to a Post Retirement Agreement dated August 12, 1993, as amended
and restated on November 17, 2004 (hereinafter referred to as the “Prior
Retirement Agreement”);

       

      WHEREAS, in
recognition of Mr. Packer’s service as a director, Prudential has previously
provided Mr. Packer with a split-dollar life insurance plan and policy pursuant
to a Split-Dollar Agreement dated June 22, 1994, as amended and restated
(hereinafter referred to as the “Split-Dollar Agreement”);

       

      WHEREAS, in
recognition of Mr. Packer’s service as Chairman of the Board of Directors,
Prudential has previously provided Mr. Packer with life insurance through
MetLife Insurance Company of Connecticut (hereinafter referred to as the
“MetLife Policy”) and Prudential Insurance Company of America (hereinafter
referred to as the “Prudential Policy”);

       

      WHEREAS, the
Bank and Mr. Packer desire to amend and restate the Prior Agreement in order to
comply with Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”); and

       

      WHEREAS, the
parties hereto desire that this Amended Retirement Agreement will supersede the
Prior Retirement Agreement and will reaffirm the rights of Mr. Packer with
respect to the Split-Dollar Agreement, the MetLife Policy and the Prudential
Policy;

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      NOW,
THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the parties agree as follows:

       

      
        	
                1.  

              	
                Prudential
      shall provide Mr. Packer and his wife, each for their respective lives, at
      no cost to either Mr. Packer or his wife, with health insurance coverage
      in an amount equal to that in existence as of the date of Mr. Packer’s
      retirement; provided, however, the coverage from time to time may be
      changed in the same manner as it is for all other participants in
      Prudential’s group health insurance
plan.

              


      

       

      
        	
                2.  

              	
                Prudential
      shall pay on behalf of Mr. Packer the cost of an annual physical
      examination provided by a hospital and/or physician of Mr. Packer’s
      choice; provided, however, that the portion of the cost paid by Prudential
      shall not exceed the amount that is charged from time to time by the
      hospital of the University of Pennsylvania or any other regional hospital
      in the Delaware Valley area; and provided further that Mr. Packer shall
      submit the cost of such annual physical examination to the Bank within
      thirty (30) days following the date of the examination and the Bank shall
      pay its share of the cost of such examination within thirty (30) days
      following its receipt of such
amount.

              


      

       

      
        	
                3.  

              	
                Prudential
      shall provide Mr. Packer for life, at no cost to Mr. Packer, with life
      insurance coverage in an amount equal to that in existence on the date of
      his retirement.  The parties agree and acknowledge that the life
      insurance coverage in place at Mr. Packer’s retirement is with Nationwide
      Life Insurance Company of America (“Nationwide”) under policy number
      4,270,164.  This life insurance shall be in addition to such
      life insurance as is provided under any other plan sponsored by the Bank,
      unless such policy is terminated in accordance with its
    terms.

              


      

       

      
        	
                4.  

              	
                Prudential
      shall provide Mr. Packer for his life and the life of his wife, at no cost
      to either Mr. Packer or his wife, with the split dollar life insurance
      plan and policy pursuant to the Split-Dollar Agreement.  The
      parties agree and acknowledge that the second-to-die life insurance
      coverage pursuant to the Split-Dollar Agreement is with Nationwide under
      policy number 4,282,668.  This life insurance shall be in
      addition to such life insurance as is provided under any other plan
      sponsored by the Bank, unless the Split-Dollar Agreement is terminated in
      accordance with its terms.

              


      

       

      
        	
                5.  

              	
                Prudential
      shall provide Mr. Packer for his life, at no cost to Mr. Packer, with life
      insurance in an amount not less than the amount currently provided under
      the MetLife Policy and the Prudential Policy through MetLife and
      Prudential; provided, however, that if insurance is unavailable from
      either of the foregoing companies on commercially reasonable terms, then
      Prudential shall provide Mr. Packer with comparable insurance through one
      or more comparably rated insurance
companies.

              


      

       

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      
        	
                6.  

              	
                Notwithstanding
      the foregoing, any insurance premiums payable by Prudential pursuant to
      this Agreement shall be payable at such times and in such amounts (except
      that Prudential shall also pay any employee portion of the premiums) as if
      Mr. Packer was still an employee of Prudential, subject to any increases
      in such amounts imposed by the insurance company, and the amount of
      insurance premiums required to be paid by Prudential in any taxable year
      shall not affect the amount of insurance premiums required to be paid by
      Prudential in any other taxable
year.

              


      

       

      
        	
                7.  

              	
                The
      parties acknowledge and agree that the obligation of Prudential to provide
      for the health insurance coverage, the cost of an annual physical
      examination and the life insurance coverage set forth in paragraphs 1, 2
      and 3 are obligations which Prudential contracted to provide at the time
      of Mr. Packer’s retirement pursuant to the Retirement Agreement and a
      resolution approved and adopted by the Board of Directors of Prudential,
      dated July 8, 1993, which resolution is incorporated herein by reference
      thereto.

              


      

       

      
        	
                8.  

              	
                The
      parties acknowledge and agree that the obligations of Prudential under
      this Amended Retirement Agreement are contractual obligations enforceable
      in law and in equity which inure to the benefit of Mr. Packer, his
      respective heirs and/or successors and permitted assigns.  This
      Amended Retirement Agreement shall be governed by and construed in
      accordance with the laws of the Commonwealth of
    Pennsylvania.

              


      

       

      IN WITNESS
WHEREOF, Joseph W. Packer, Jr. has set his hand and the proper officers
of Prudential Savings Bank being duly authorized to do so, have affixed the name
of the Bank and its seal and their signatures as officers, all as of the date
first written above.

       

       

      
        	 	 	 
	 	 	Joseph
      W. Packer, Jr.	 
	 	 	 	 
	 	 	 	 
	ATTEST:	 	PRUDENTIAL
      SAVINGS BANK
	 	 	 	 
	 	 	 	 
	 	
                 By:

              	 
	Regina Wilson,
      Secretary	 	Thomas A.
      Vento	 
	 	 	President and Chief
      Executive Officer


      

       

       

       

      
        
           

        

        
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