AMENDED AND RESTATED SPLIT-DOLLAR COLLATERAL ASSIGNMENT

Policy Number:                      4,282,668

Insureds:                                Joseph W. Packer, Jr. and Diane B. Packer

Owner/Assignors:                   Joseph W. Packer, Jr. and Diane B. Packer

Assignee:                                Prudential Savings Bank

Effective Date:                        November 19, 2008

WHEREAS, the Assignors previously assigned to the Assignee certain interests in the Policy as security for certain liabilities of the Assignors to the Assignee in connection with a split-dollar arrangement regarding the Policy in accordance with Rev. Rul. 64-328, 1964 C.B. 11, pursuant to a Split-Dollar Collateral Assignment dated June 22, 1994 (the “Prior Assignment”);

WHEREAS, concurrently with the Prior Assignment, the Assignors and the Assignee entered into a Split-Dollar Agreement dated June 22, 1994 (the “Agreement”);

WHEREAS, Section 7 of the Agreement permits either party, with the consent of the other party, to terminate the Agreement by giving written notice of termination to the other party;

WHEREAS, upon any termination of the Agreement, the Assignors have the right to purchase the policy from the Assignee and to thereafter obtain the cash surrender value of the policy;

WHEREAS, as a result of the Assignors’ right to obtain the cash surrender value of the policy upon a termination of the Agreement, the Agreement does not satisfy the exemption for death benefit only plans under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, the parties are concurrently amending the Agreement in order to grandfather the Agreement for purposes of Section 409A of the Code (the “Amendment”), with the amount of the grandfathered cash surrender value to be determined in accordance with the “proportional allocation method” set forth in Notice 2007-34 issued by the Internal Revenue Service (the “IRS”);

WHEREAS, the Agreement is currently deemed to be grandfathered under Treasury Regulation §1.61-22, which grandfathering treatment under the split dollar regulations would normally be lost in the event of a material modification of the Agreement;

WHEREAS, Part III.D.2 of IRS Notice 2007-34 expressly states that a modification of a split-dollar life insurance arrangement necessary to avoid the application of Section 409A of the Code will not be treated as a material modification of the arrangement for purposes of Treasury Regulation §1.61-22(j);

WHEREAS, the Amendment to the Agreement satisfies the requirements in Part III.D.2 of IRS Notice 2007-34 for having the Agreement no longer be subject to Section 409A of the Code, and the Amendment does not materially enhance the value of the benefits to the Director under the Agreement;

WHEREAS, Section 10 of the Agreement permits the parties to amend the Agreement by a written instrument signed by each of the parties and attached to the Agreement;

WHEREAS, the parties desire to amend and restate the Prior Assignment in order to make similar changes to have the Collateral Assignment be grandfathered for purposes of Section 409A of the Code;

WHEREAS, the parties do not expect or intend to make any material modifications to the Collateral Assignment which would result in the grandfathering treatment being lost under either Treasury Regulation §1.61-22 or Section 409A of the Code; and

WHEREAS, the Assignee, by accepting this Agreement, agrees to the terms and conditions hereof;

NOW, THEREFORE, in consideration of the mutual agreements herein set forth and such other consideration the sufficiency of which is hereby acknowledged, the parties hereby amend and restate the Prior Assignment to read in its entirety as follows:

1.           For value received, the Assignors hereby assign, transfer and set over to the Assignee, and the Assignee’s successors and assigns, certain rights in and to the Policy hereinafter set forth, subject to all the terms and conditions of the Policy and to all superior liens, if any, which the Insurer may have against the Policy.

2.           It is expressly agreed that the following specific rights are included in this Assignment and pass by virtue hereof:

(a)           The sole right to surrender the Policy at any time provided by the terms of the Policy and at such other times as the Insurer may allow, and to