Exhibit 10.5

AMENDED AND RESTATED

CHANGE OF CONTROL AGREEMENT

THIS AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (this “Agreement”) is entered into effective as of the 9 ^th day of December, 2008, by and between First Federal Community Bank, a federal savings bank (the “Bank”), and Sally K. O’Donnell an individual (the “Employee”).

WITNESSETH :

WHEREAS, this Agreement was originally entered into as of the 12 ^th day of June, 2003; and

WHEREAS, this Agreement must be amended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”); and

WHEREAS, the Bank and Employee desire to amend the Agreement as provided herein for the purpose of complying with Section 409A of the Code; and

WHEREAS, Paragraph 7 of the Agreement permits the parties to amend the Agreement in a writing signed by each;

AGREEMENT:

NOW, THEREFORE , in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Bank and the Employee hereby amend and restate the Agreement as follows:

1.

Term . The term of this Agreement shall commence on December 31, 2008, and shall end December 31, 2009, subject to extension and to earlier termination as provided herein (the “Term”). Prior to each anniversary of the date of this Agreement, the Board of Directors of the Bank shall review the performance of the Employee. In connection with such annual review, the Term of this Agreement shall be extended for a one-year period beyond the then-effective expiration date, provided the Board of Directors of the Bank, in its sole discretion, determines in a duly adopted resolution that this Agreement should be extended.

2.

Termination of Employment .

(a)

Termination by the Bank in Connection with a Change of Control . In the event that the employment of the Employee is terminated by the Bank, or its successors or assigns, at any time during the Term for any reason other than Just Cause within six months prior to a Change of Control (hereinafter defined) or within one year after a Change of Control, then the following shall occur:

(i)

the Bank shall promptly pay, but no later than sixty (60) days after the Change of Control or Employee’s termination, to the Employee or to her beneficiaries, dependents or estate an amount equal to the amount of the Employee’s annual base salary most recently set prior to the occurrence of the Change of Control;

(ii)

The Bank shall pay the premiums required to maintain coverage for the Employee and her eligible dependents under the health insurance plan of the Employer in which the Employee is a participant immediately prior to the Change of Control of the Bank in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, until the earliest of (A) the first anniversary of the termination of the Employee’s employment or (B) the date on which the Employee is included in another employer’s health insurance plan as a full-time employee; and

(iii)

The Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the Employee offset in any manner the obligations of the Bank hereunder, except as specifically stated in subparagraph (b).

For purposes of this Agreement, the term “Just Cause” means the Employee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure or refusal to perform the duties and responsibilities assigned to the Employee, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or conviction of a felony or for fraud or embezzlement.

(b)

Termination by the