Split-Dollar Endorsement Agreement

THIS AGREEMENT is made and entered into this 19^th day of June, 2019 by and between Prudential Bank (hereinafter referred to as the "Employer"), located in Philadelphia, Pennsylvania and Kevin Gallagher, (hereinafter referred to as the "Employee"), residing at 231 Mallard Dr. East, North Wales, PA  19454.

WHEREAS, the Employee has performed his duties in an efficient and capable manner; and

WHEREAS, the Employer is desirous of retaining the services of the Employee; and

WHEREAS, the Employer is desirous of assisting the Employee in obtaining life insurance on his own life; and

WHEREAS, the Employer has determined that this assistance can best be provided under a "split-dollar" arrangement; and

WHEREAS, the Employer and the Employee have applied for insurance policies issued by various insurance companies; and

WHEREAS, it is now understood and agreed that this split-dollar agreement is to be effective as of the date first listed above.  Additionally, it is now understood that this agreement shall supersede any previous split dollar agreements that are currently in place between the Employer and Employee.

NOW, THEREFORE, for value received and in consideration of the mutual covenants contained herein, the parties agree as follows:

For purposes of this Agreement, the following terms will have the meanings set forth below:

“Base Salary” means the Employee’s total base salary as of each January 1st exclusive of special payments such as bonuses or commissions, but including any salary reductions made in accordance with Section 125 or 401(k) of the Code.

“Cash Surrender Value of the Policies” will mean the Cash Value of the Policies; plus any dividends and/or earnings added hereto; and less any Policy Loan Balance.

“Cash Value of the Policies” will mean the cash value as calculated according to the provisions of the Policies.

“Current Loan Value of the Policies” will mean the Loan Value of the Policies reduced by any outstanding Policy Loan Balance.

“Loan Value of the Policies” will mean the amount which with loan interest and Monthly Deductions for the Cost of Insurance, plus any applicable Surrender Charge, will equal the Cash Value of the Policies on the next loan interest due date.

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              “Net Amount at Risk” will mean the total face amount of the policies (including death benefit by rider if applicable) reduced by the Cash Value of the Policies.

“Employer's Interest in the Policies” is defined in Articles IV and V.

“Policy” or “Policies” refers to the life insurance contracts listed below:

	Policy Number	Carrier
	39143164	Mass Mutual
	760856	Midland National

However, a contract will be considered part of the “Policy” only to the extent the contract is approved and issued by the Carrier. The Employer is under no obligation to enter into a substitute contract for a contract that is not issued by the Carrier.

“Policy Loan Balance” at any time will mean policy loans outstanding plus interest accrued to date.

“Insurer” means the carrier of the Policy or Policies.

The Employer will pay all premiums on the Policies when due, according to the Schedule of Premiums in the Policies.

The Employee will have the sole right to designate the beneficiary for the amount specified in Article IV of the death proceeds of the Policies. The Employer will have and may exercise, except as limited hereinafter, all ownership rights in the Policies. The Employer will not take any action in dealing with the Insurer that would impair any right or interest of the Employee in the Policies. The Employer will have the right to borrow from the Insurer, and to secure that loan by the Policies an amount which together with the unpaid interest accrued thereon, will at no time exceed the lesser of (a) the Employer's Interest in the Policies and (b) the Loan Value of the Policies. During the Employee’s life time “The Employer's Interest In The Policies” will mean, at any time at which the value of such interest is to be determined under this Agreement, the Cash Value of the Policies at such time, reduced by any then outstanding Policy Loan Balance with respect to any loans made or charged automatically against the Policies by the Employer.

Upon the death of the Employee while this Agreement is in force, the Employee’s beneficiary as named in the Beneficiary Designation Form on page 6 (or as it may be amended according to the terms set forth on page 6) for this Agreement will be entitled to receive from the Policy proceeds an amount equal to the lesser of: (a) (two (2) times the Employee’s annualized base salary at the time of death as provided by the Employer’s payroll department) plus $100,000.00, reduced by any amount payable under the Employer’s group term life insurance plan, or (b) the Net Amount At Risk.  The Employer shall be the beneficiary of the remaining death proceeds of the policy after the Employee’s interest is determined.  Within 60 days after the death of the Employee, the Employer will provide to the “Insurer” a written statement indicating the amount of each policy’s proceeds the Employee’s beneficiary is entitled to receive.

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            (a) The specific reason or reasons for the denial;

(b) Specific reference to the pertinent Plan provisions upon which the denial is based;

(c) A description of any additional material or information necessary for the Claimant to perfect the Claim and an explanation of why such material or information is necessary; and

(d) An explanation of the Plan's claims review procedure describing the steps to be taken by a Claimant who wishes to submit his claim for review.

(3) Review Procedure. A Claimant or his authorized representative may with respect to any denied claim:

(a) Request a review upon written application filed within 60 days after receipt by the Claimant of notice of the denial of his claim;

(b) Review pertinent documents; and

(c) Submit issues and comments in writing.

Any request or submission will be in writing and will be directed to the Named Fiduciary (or his designee). The Named Fiduciary (or its designee) will have sole responsibility for the review of any denied claim and will take all steps appropriate in the light of its findings.

(4) Decision on Review. The Named Fiduciary (or its designee) will render a decision upon review of a denied claim within 60 days after receipt of a request for review. If special circumstances warrant additional time, the decision will be rendered as soon as possible, but not later than 120 days after receipt of request for review. Written notice of any such extension will be furnished to the Claimant prior to the commencement of the Extension. The decision on review will be in writing and will include specific reasons for the decision, written in a manner calculated to be understood by the Claimant, as will as specific references to the pertinent provisions of the Plan on which the decision is based. If the decision on review is not furnished to the Claimant within the time limits prescribed above, the claim will be deemed denied on review.

The Employee rights and interests, and rights and interests of any person taking under or through him, will be completely satisfied upon compliance by the Employer with the provisions of the Agreement.

This Agreement may be altered, amended or modified, including the addition of any extra policy provisions, by a written instrument signed by the Employer and the Employee. Either party may, subject to the limitations of Article IV, assign its interest and obligations under this Agreement, provided, however, that any assignment will be subject to the terms of this Agreement.