**Exhibit
      10.3**


**FIRST
      AMENDMENT**


**COMPANY
      EMPLOYMENT AGREEMENT**





**WHEREAS,**  Delanco
      Bancorp, Inc. (the “Company”) and Douglas R. Allen, Jr. (the “Executive”)
      entered into an employment agreement, effective as of March 20, 2007 (the
“Agreement”); and





**WHEREAS,** **** the
      Agreement currently provides for a change in the Executive’s position with the
      Company, effective as of October 1, 2007; and





**WHEREAS,**  the
      parties desire to amend the Agreement to reflect that the Executive will remain
      in his current position through December 31, 2007; and





**WHEREAS,** **** the
      parties also desire to amend the Agreement to reflect certain requirements
      of
      Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and
      the Treasury regulations issued pursuant to Section 409A of the Code;
      and





**WHEREAS,** Section
      20 of the Agreement provides for its amendment by means of a written instrument
      signed by the parties.





**NOW,
      THEREFORE,** the
      parties hereby agree to amend the Agreement as follows:




***First
      Change***





The
      first
      sentence of Section 1 is hereby amended to read as follows:





“The
      Company will employ Executive as Senior Vice President and Treasurer until
      December 31, 2007.”





***Second
      Change***





The
      last
      sentence of Section 4(a) is hereby amended to read as follows:





“Following
      December 31, 2007, the Board shall adjust Executive’s annual base salary upward
      to reflect his new duties and responsibilities.”





***Third
      Change***





The
      second sentence of Section 10(c) is hereby deleted in its entirety and replaced
      with the following:





“For
      purposes of this Agreement, “Disability” means the Executive is unable to engage
      in any substantial gainful activity by reason of any medically determinable
      physical or mental impairment that can be expected to result in death or can
      be
      expected to last for a continuous period of not less than twelve (12)
      months.”


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***Fourth
      Change***





The
      last
      sentence of Section 10(f)(ii) is hereby amended to read as follows:





“If
      the
      Company or the Bank cannot provide such coverage because Executive is no longer
      an employee, the Company or the Bank will provide Executive with comparable
      coverage on an individual policy basis; provided, however, that to the extent
      required under Section 409A of the Internal Revenue Code of 1986, as amended
      (the “Code”), and the regulations issued thereunder, the aggregate payments
      received for such insurance continuation coverage shall not exceed the
      applicable dollar limitation under Section 402(g)(1)(B) of the Code for the
      year
      in which Executive terminates employment.”





***Fifth
      Change***





The
      last
      two sentences of Section 11(b) are hereby deleted in their entirety and replaced
      with the following:





“If
      the
      Company or the Bank cannot provide such coverage because Executive is no longer
      an employee, the Company or the Bank will provide Executive with comparable
      coverage on an individual policy basis. The medical, dental and life insurance
      coverage provided under this Section 11(b) shall cease upon the earlier of:
      (i)
      Executive’s death; (ii) Executive’s employment by another employer other than
      one of which he is the majority owner; or (iii) thirty-six months after his
      termination of employment; provided, however, that to the extent required under
      Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and
      the regulations issued thereunder, the aggregate payments received for such
      insurance continuation coverage shall not exceed the applicable dollar
      limitation under Section 402(g)(1)(B) of the Code for the year in which
      Executive terminates employment.”





***Sixth
      Change***





The
      following shall be added to the Agreement as Section 26:





“ **26.**  **Effect
      of Code Section 409A** **.** Notwithstanding
      anything in this Agreement to the contrary, if the Company in good faith
      determines, as of the effective date of Executive’s termination of employment,
      that an amount (or any portion of an amount) payable to Executive hereunder,
      is
      required to be suspended or delayed for six months in order to satisfy the
      requirements of Section 409A of the Code, then the Company will so advise
      Executive, and any such payment (or the minimum amount thereof) shall be
      suspended and accrued for six months, whereupon such amount or portion thereof
      shall be paid to Executive in a lump sum (together with interest thereon at
      the
      then-prevailing prime rate) on the first day of the seventh month following
      the
      effective date of Executive’s termination of employment.”


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**IN
      WITNESS WHEREOF,**  the
      Company has caused this Amendment to the Agreement to be executed by its duly
      authorized officer, and the Executive has signed this Amendment, on the
      16 th day of
      July, 2007.







ATTEST:
              **DELANCO
                  FEDERAL SAVINGS BANK**/s/
                  Ronald E. Casperite
              By:/s/ Robert H. Jenkins, Jr.For the Board of DirectorsWITNESS:
              **EXECUTIVE**/s/
                  Alice
                  Bowers
              /s/
                  Douglas R. Allen, Jr.Douglas
                  R. Allen, Jr.
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