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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:
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1.
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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; prov
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