AMENDMENT NO. 1

TO

CONVERSION VALUATION APPRAISAL REPORT

Prepared for:

Polonia Bancorp

Huntingdon Valley, Pennsylvania

As Of:

August 29, 2006

Prepared By:

Keller & Company, Inc.

555 Metro Place North

Suite 524

Dublin, Ohio 43017

(614) 766-1426

KELLER & COMPANY

AMENDMENT NO. 1

TO

CONVERSION VALUATION APPRAISAL REPORT

Prepared for:

Polonia Bancorp

Huntingdon Valley, Pennsylvania

As Of:

August 29, 2006

KELLER & COMPANY, INC.

Financial Institution Consultants

Investment and Financial Advisors

September 22, 2006

Board of Directors

Polonia Bank

3993 Huntingdon Pike

Huntingdon Valley, PA 190069

To the Board:

We hereby submit Amendment No. 1 of our independent appraisal of the pro forma market value of the to-be-issued stock of Polonia Bancorp (the Corporation), which is the mid-tier holding company of Polonia Bank, Huntingdon Valley, Pennsylvania (Polonia or the Bank). Such stock is to be issued in connection with the application by the Corporation to complete a minority stock offering, with Polonia MHC, a federally chartered mutual holding company, to own 55.0 percent of the Corporation. This appraisal was prepared and provided to the Bank in accordance with the appraisal requirements and regulations of the Office of Thrift Supervision of the United States Department of the Treasury and updates our original appraisal as of June 1, 2006.

Keller & Company, Inc. is an independent, financial institution consulting firm that serves both thrift institutions and banks throughout the U.S. The firm is a full-service consulting organization, as described in more detail in Exhibit A, specializing in business and strategic plans, stock valuations, conversion and reorganization appraisals, market studies and fairness opinions for thrift institutions and banks. The firm has affirmed its independence in this transaction with the preparation of its Affidavit of Independence, a copy of which is included as Exhibit C.

Our appraisal is based on the assumption that the data provided to us by Polonia and the material provided by the independent auditors, S. R. Snodgrass, Wexford, Pennsylvania, are both accurate and complete. We did not verify the financial statements provided to us, nor did we conduct independent valuations of the Banks assets and liabilities. We have also used information from other public sources, but we cannot assure the accuracy of such material.

In the preparation of this appraisal, we held discussions with the management of Polonia, with the law firm of Muldoon, Murphy & Aguggia LLP, Washington, D.C., the Banks conversion counsel, and with S. R. Snodgrass, the Banks outside auditor. Further, we viewed the Banks local economy and primary market area and also reviewed the Banks most recent business plan as part of our review process.

Board of Directors

Polonia Bank

September 22, 2006

Page 2

This valuation must not be considered to be a recommendation as to the purchase of stock in the Corporation, and we can provide no guarantee or assurance that any person who purchases shares of the Corporations stock will be able to later sell such shares at a price equivalent to the price designated in this appraisal.

Our valuation will be further updated as required and will give consideration to any new developments in Polonias operation that have an impact on operations or financial condition. Further, we will give consideration to any changes in general market conditions and to specific changes in the market for publicly-traded thrift institutions. Based on the material impact of any such changes on the pro forma market value of the Corporation as determined by this firm, we will make necessary adjustments to the Corporations appraised value in such additional appraisal update.

It is our opinion that as of August 29, 2006, the pro forma market value or appraised value of the Corporation was $22,000,000 at the midpoint, with a minority offering of $9,900,000 or 990,000 shares at $10 per share, representing 45 percent of the total valuation. The pro forma valuation range of the Corporation is from a minimum of $18,700,000 to a maximum of $25,300,000, with a maximum, as adjusted, of $29,095,500, representing a minority offering range of $8,415,500 at the minimum to $11,385,500 at the maximum, with a maximum, as adjusted, of $13,092,750, representing 841,500 shares, 1,138,500 shares and 1,309,275 shares at $10 per share at the minimum, maximum, and maximum, as adjusted, respectively.

The pro forma appraised value of Polonia Bancorp as of August 29, 2006, was $22,000,000, at the midpoint, with a midpoint 45 percent minority offering of $9,900,000.

Very truly yours,

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