CHANGE IN CONTROL AGREEMENT

Exhibit 10.3

CHANGE IN CONTROL AGREEMENT

This AGREEMENT is made effective as of 23 ^rd day of October, 2007 by and between Pamrapo Bancorp, Inc. (the “Holding Company”), a corporation organized under the laws of the State of Delaware, with its office at 611 Avenue C, Bayonne, New Jersey, Pamrapo Savings Bank, S.L.A. (the “Bank”), a who11y-owned subsidiary of the Holding Company, and Margaret Russo (“Executive”).

WHEREAS, the Holding Company, the Bank and the Executive entered into a Special Termination Agreement effective November 10, 1989;

WHEREAS, Section 7(a) of the Special Termination Agreement provides that it may be modified by written instrument signed by both parties;

WHEREAS, the Holding Company continues to recognize the substantial contribution Executive has made to the Company and wishes to protect his position therewith for the period provided in this Agreement; and

WHEREAS, the amendment and restatement of the Special Termination Agreement now is considered desirable by the parties;

NOW, THEREFORE, in consideration of the contribution and responsibilities of Executive, and upon the other terms and conditions hereinafter provided, the Special Termination Agreement is renamed the Change in Control Agreement (the “Agreement”) and amended and restated as follows:

The term of this Agreement shall be deemed to have commenced as of the date first above written and shall continue for a period of thirty-six (36) full calendar months thereafter. Commencing on the first anniversary date of this Agreement and continuing at each anniversary date thereafter, the Agreement shall automatically renew for an additional year such that the remaining term shall be three (3) years unless written notice is provided to Executive, at least ten (10) days and not more than twenty (20) days prior to expiration of such period, then the term of this Agreement shall cease at the end of twenty-four (24) months following the next anniversary date unless Executive’s employment is voluntarily or involuntarily terminated with the Bank and Holding Company.

(a) Upon the occurrence of a Change in Control of the Bank or the Holding Company (as herein defined), the provisions of Section 3 shall apply.

(b) Definition of a Change in Control. A “Change in Control” of the Bank or the Holding Company shall mean a “change in the ownership” of the Bank or Holding Company, a “change in effective control” of the Bank or Holding Company, or a “change in the ownership of a substantial portion of the assets” of the Bank or Holding Company as these terms are defined in Section 409A of the Code and the regulations promulgated thereunder.

(a) Upon the occurrence of a Change in Control, the Bank and the Holding Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be or both, a sum equal to three (3) times the average annual compensation paid to Executive for the three (3) years immediately preceding the occurrence of the Change in Control or such fewer number of years as Executive shall have been employed by the Bank and the Holding Company. Such annual compensation shall include base salary, commissions, bonuses, any other cash compensation, contributions or accruals on behalf of Executive to any pension and/or profit sharing plan, severance payments, retirement payment, director or committee fees and fringe benefits paid or to be paid to the Executive in any such year and payment of any expense item without accountability or business purpose or that do not meet the Internal Revenue Service requirements for deductibility by the Holding Company or the Institution. Such payment shall be made in a lump sum within 30 days of the occurrence of the Change in Control or, if later, January 1, 2008.

(b) Upon a Change in Control, Executive will have a period of three (3) months or such longer period as may be determined by the Committee or pursuant to the Plan within which to exercise any nonstatutory stock options he may hold for the purchase of any securities of the Holding Company all of which will become fully exercisable on the effective date of such Change in Control. Such options will expire at the end of the three (3) month period or such longer period as may be determined by the Committee or pursuant to the Plan. Executive shall also be entitled to any additional rights with respect to options granted under any nonstatutory stock option plan of the Bank or Holding Company.

(c) Upon the occurrence of a Change in Control, Executive will have a period of twelve (12) months within which to exercise options and any limited rights attached thereto granted to him under any stock option plan of the Holding Company. However, with respect to incentive stock options, as defined in Section 422A of the Internal Revenue Code of 1986 (“Code”) in order for the options to be treated as Incentive Stock Options, the options must be exercised within three(3) months of the Change in Control and not later than the date which is ten (10) years from the date of grant of such incentive stock option, or in the case of a ten percent stockholder, five (5) years from the date of grant of such incentive stock option.

(d) Upon the occurrence of a Change in Control, the Executive will be entitled to any benefits under the Bank’s Management Recognition and Retention Plan arising from a change in control.

(e) Notwithstanding the preceding paragraphs of this Section 3, in the event that the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the “Change in Control Termination Benefits”) would be deemed to include an “excess parachute payment” under Section 280G of the Code or any successor thereto, subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code, the Holding Company or the Bank shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive, after deduction of the Excise Tax on the Change in Control Payments and any Federal, state and local income and employment taxes and the Excise Tax upon the Gross-Up payment, shall be equal to the Change in Control Benefits.

(i) For purposes of determining whether any of the Change in Control Benefits will be subject to the Excise Tax and the amount of such Excise Tax, (A) all of the Change in Control Benefits shall be treated as “parachute payments” (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel (“Tax

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Counsel”) reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the Change in Control, the Holding Company’s or Bank’s independent auditor (the “Auditor”), such payments or benefits (in whole or in part) should not be treated by the courts as constituting parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, (B) all “excess parachute payments” within the meaning of Section 280G(b)(l) of the Code shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) should be treated by the courts as representing reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code), or are otherwise not subject to the Excise Tax, and (C) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. All fees and expenses of the Tax Counsel and the Auditor shall be borne solely by the Holding Company or the Bank.

(ii) For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay Federal income tax at the highest marginal rate of Federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s residence in the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in Federal income taxes which could be obtained from deduction of such state and local taxes, taking into account the reduction in itemized deduction under Section 68 of the Code.

(iii) The Gross-Up Payment shall be made upon the payment to the Executive of the Change in Control Benefits unless it is initially determined by the Holding Company, Bank or the Tax Counsel that the Change in Control Benefits are not subject to the Excise Tax but after payment of the Change in Control Benefits, it is finally that the Change in Control Benefits are subject to the Excise Tax, in which case it shall be made upon the imposition upon the Executive of the Excise Tax.

(iv) The Executive shall notify the Holding Company or the Bank in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Holding Company or the Bank of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise the Holding Company or the Bank of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which the Executive gives such notice to the Holding Company or the Bank (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Holding Company or the Bank notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:

(A) give the Holding Company or the Bank any information reasonably requested by the Holding Company or the Bank relating to such claim;

(B) take such action in connection with contesting such claim as the Holding Company or the Bank shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Holding Company or the Bank and reasonably satisfactory to the Executive;

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(C) cooperate with the Holding Company or the Bank in good faith in order to effectively contest such claim; and

(D) permit the Holding Company or the Bank to control any proceedings relating to such claim as provided below; provided, however, that the Holding Company or the Bank shall bear and pay directly all costs and expenses (including, but not limited to, additional interest and penalties and related legal, consulting or other similar fees) incurred in connection with such