ROEBLING BANK DIRECTORS DEFERRED COMPENSATION AGREEMENT

ROEBLING BANK

DIRECTORS DEFERRED COMPENSATION AGREEMENT

As Amended and Restated

THIS DIRECTOR DEFERRED COMPENSATION AGREEMENT (the “Agreement”) made this 31st day of December, 2008, (“Effective Date”) by and between Roebling Bank (the “Company”), a corporation organized under the laws of the United States of America and John J. Ferry (the “Director”).

WHEREAS , the Agreement was previously entered into as of March 6, 2006.

WHEREAS , certain revisions to the Agreement are necessary in order to conform such Agreement to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and related regulations and notices promulgated thereunder, with such revisions to be effective as of December 31, 2008.

NOW THEREFORE, BE IT RESOLVED that the Agreement shall be revised, amended and restated in its entirety, effective as of December 31, 2008, as follows:

WITNESSETH THAT:

In consideration of the agreements contained herein, the parties hereto agree as follows:

1.         The Company agrees to permit the Director to serve as a member of its Board of Directors, and the Director agrees to serve the Company in such capacity as the Company may designate from time to time, until terminated by either party at any time or for any reason.

2.         During the term of his/her service as director, the Director shall devote his/her time, attention, skill, and efforts to the performance of his/her duties for the Company.

3.         The Company shall pay the Director during the term of his/her service as a director hereunder, any fees payable to the Director for service as a director (as the Company may from time to time determine) together with deferred compensation (payable as provided in paragraph 5 below), unless such amounts are forfeited pursuant to paragraph 7 below.

(b)       The Deferred Compensation Account will be credited with investment earnings based upon the prime rate as published in the Wall Street Journal Eastern edition plus 1% (“Earnings Rate”). The interest rate is adjusted daily. The Company may revise this applicable Earnings Rate or the index utilized for calculating investment earnings at any time within its sole discretion. Alternatively, at the written direction of the Director and approved by the

Company, any such amounts credited on the books of the Company to the Deferred Compensation Account of a Participant may be invested under a related Trust in the Common Stock of Roebling Financial Corp, Inc. (“Parent”) (“Common Stock”). Amounts associated with dividends paid on the Common Stock will be credited to such Deferred Compensation Account. Such dividend income will be invested following the next date that additional Deferred Compensation is credited to any Deferred Compensation Account. Further, upon the written direction of the Director and the approval of the Company, such Deferred Compensation Account may be invested in a Flexible Premium Adjustable Life Policy, with a life insurance benefit payable to the beneficiary designated by the Director in the event of the Director’s death, and the value of such Deferred Compensation Account shall be measured based upon the cash surrender value as may be adjusted from time to time for the applicable Flexible Premium Adjustable Life Policy investment held by the Company with respect to the Participant. If such applicable policy is terminated, then the Deferred Compensation Account thereafter shall be credited with investment earnings based upon the Earnings Rate. Upon a distribution of the Deferred Compensation Account related to the Premium Adjustable Life Policy investment, the Company will withdraw an equal amount from the cash value of the life insurance policy. Upon the distribution of all of the benefits to the Executive or his or her beneficiaries under this Agreement, the Company will notify the Executive that it intends to terminate any related life insurance policies owned by the Company related to administration of the Agreement, unless the Executive shall take the necessary actions to acquire ownership of such insurance policies from the Company in accordance with written agreements between the Company and the Executive.

(c)       The Director agrees on behalf of himself/herself and the designated beneficiary to assume all risk in connection with any fluctuation in value of any Deferred Compensation Accounts and related investment return applicable to such Deferred Compensation Account.

(d)       Title to and beneficial ownership of any assets of the Company, whether cash or investments which the Company may earmark to pay the Deferred Compensation hereunder including any Parent Common Stock or life insurance policies and related cash value accounts, shall at all times remain the property of the Company; and the Director and his/her designated beneficiary shall not have any property interest whatsoever in any specific assets of the Company.

(e)       The Company shall notify the Directors not less than once per calendar year as to the status of the Deferred Compensation Account, including the number of shares of Common Stock previously credited to such account and any cash or account earnings awaiting investment in Common Stock, or other investments attributable to such Deferred Compensation Account.

(f)        Hardship. If an Unforeseeable Emergency (as defined below) occurs, the Director, by written instructions to the Company, may reduce future deferrals under this Agreement; provided, however, no such reduction in future deferrals shall be made to the extent that such action would be inconsistent with the

requirements for such a determination under Section 409A of the Code and regulations and other guidance issued thereunder.

Unforeseeable Emergency means a severe financial hardship to the Director resulting from an illness or accident of the Director, the Director’s spouse, the Director’s beneficiary, or the Director’s dependent (as defined in Section 152(a) of the Code), loss of the Director’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Director.

(a)       If the Director’s service as a director hereunder is terminated on or after he/she attains the age of seventy (70), the Company shall pay to the Director an amount equal to the value of the Director’s Deferred Compensation Account as of the date of such termination of service in the form elected by the Director on the Election Form. Such distributions shall commence within 60 days of such termination of service. Alternatively, to the extent that deferrals under the Plan and related Trust, if applicable, are invested at the direction of the Director in Company Common Stock, then such shares shall be distributed in the form of Common Stock as elected by the Director on the Election Form. The Common Stock to be distributed under the Agreement may constitute either restricted securities or non-restricted securities within the meaning of Rule 144 under the Securities Act of 1933, as amended. Notwithstanding the foregoing, the Company may enter into an endorsement or assignment agreement with the Director applicable to any Flexible Premium Adjustable Life Policy related to investment of the Deferred Compensation Account.

(b)       If the Director’s service as a director hereunder is terminated for any reason other than death, Disability or Change in Control, but before the age set forth in paragraph 5(a) above, then the value of the Deferred Compensation Account: (i) shall be paid to the Director in the same manner as set forth in paragraph 5(a) above, and (ii) shall continue to be invested or held in cash as the Company in its discretion may determine, and no payments shall be made until the age set forth in paragraph 5(a) above. Such distributions shall commence within 60 days of attainment of such age.

(c)       If the Director’s service as a director is terminated because of death or Disability, but before reaching the age set forth in paragraph 5(a) above, while the Director is performing services for the Company, then the Company shall make payments under Section 5(a) to the Director following termination of service as a result of such death or Disability. Such distributions shall commence within 60 days of such death or Disability.

(d)       Change in Control. Upon a Change in Control, the Director shall receive a lump-sum distribution of his or her Deferred Compensation Account. Such payment shall be made no later than the date of the Change in Control

(e)       The Director’s designated beneficiary referred to in this paragraph 5 may be designated or changed by the Director, without the consent of any prior designated beneficiary, on a form provided to the Director by the Company and delivered to the Company before the Director’s death. If no such beneficiary shall have been designated or if no designated beneficiary shall survive the Director, the benefit payments payable shall be payable to the Director’s estate.

(f)        The Director shall be deemed to have become disabled for purposes of paragraph 5(c) above, if (A) the Director 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 12 months; or (B) the Director is, 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 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

(g)       The payment(s) to be made to the Director under paragraphs 5(a) and 5(c) above, shall be made on the first day of the month following the date of the Director’s termination of service as a director, and the payment to be made to the Director under paragraph 5(b) above, shall be made on the first day of the month next following the age set forth in paragraph 5(a) above. The payment to be made to the Director’s designated beneficiary under the provisions of this paragraph 5 shall commence on a date to be selected by the Company but within seventy days from the date of death of the Director.

(h)       Hardship Distribution. Upon the Board of Director’s determination (following petition by the Director) that the Director has suffered an Unforeseeable Emergency as described in Section 4(f), the Company shall distribute to the Director all or a portion of the Deferred Compensation Account balance as determined by the Company, but in no event shall the distribution be greater than (i) the extent deemed necessary by the Board to remedy the Unforeseeable Emergency, plus an amount necessary to pay taxes reasonably anticipated as a result of the distribution; and (ii) after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Director’s assets (to the extent the liquidation would not itself cause severe financial hardship);

provided, however, no such distribution shall be made to the extent that such action would be inconsistent with the requirements for such a determination under Section 409A of the Code and regulations and other guidance issued thereunder.