AMENDMENT TO EMPLOYMENT AGREEMENT
---------------------------------
Subsection (b) of Section 8 of the Employment Agreement made and
entered into as of July 14, 1994 by and between Penn Federal Savings Bank and
▇▇▇▇ ▇. ▇▇▇▇▇▇ is hereby amended to read as follows:
(b) Definitions. For purposes of Sections 8, 9 and 11 of this
Agreement, "Date of Termination" means the earlier of (i) the date upon
which the Bank gives notice to the Employee of the termination of his
employment with the Bank or (ii) the date upon which the Employee
ceases to serve as an Employee of the Bank, and "change in control" is
defined solely as any acquisition of contro (other than pursuant to the
Conversion or by a trustee or other fiduciary holding securities under
an employee benefit plan of the Holding Compnay or a subsidiary of the
Holding Company), as defined in 12 C.F.R. SS. 574.4, or any successor
regulation, of the Bank or Holding Company which would require the
filing of an application for acquisition of control or notice of change
in control in a manner as set forth in 12 C.F.R. SS. 574.3, or any
successor regulation.
IN WITNESS WHEREOF, the parties have executied this Amendment as of
this 13th day of October, 1998.
PENN FEDERAL SAVINGS BANK
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chairman of the Board
EMPLOYEE
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇
