Amended and Restated Charter of the Company



 EXHIBIT 4.01 
 Federal MHC Subsidiary Holding Company Charter 
 TFS FINANCIAL CORPORATION 
 SECTION 1. Corporate title. The full corporate title of the MHC subsidiary holding company is “TFS Financial Corporation.” 

SECTION 2. Home Office. The home office of the MHC subsidiary holding company shall be in the city of Cleveland, in the state of Ohio.

 SECTION 3. Duration. The duration of the MHC subsidiary holding company is perpetual. 
 SECTION 4. Purpose and powers. The purpose of the MHC subsidiary holding company is to pursue any or all of the lawful objectives of a federal
mutual holding company chartered under section 10(o) of the Home Owners’ Loan Act, 12 U.S.C. 1467a(o), and to exercise all of the express, implied, and incidental powers conferred thereby and by all acts amendatory thereof and supplemental
thereto, subject to the Constitution and laws of the United States as they are now in effect, or as they may hereafter be amended, and subject to all lawful and applicable rules, regulations, and orders of the Office of Thrift Supervision
(“Office”). 
 SECTION 5. Capital stock. The total number of shares of all classes of the capital stock which the MHC
subsidiary holding company has the authority to issue is 800,000,000, of which 700,000,000 shall be common stock of par value of $.01 per share, and of which 100,000,000 shall be serial preferred stock of par value $.01 per share. The shares may be
issued from time to time as authorized by the board of directors without further approval of stockholders, except as otherwise provided in this Section 5 or to the extent that such approval is required by governing law, rule or regulation. The
consideration for the issuance of the shares shall be paid in full before their issuance and shall not be less than the par value. Neither promissory notes nor future services shall constitute payment or part payment for the issuance of shares of
the MHC subsidiary holding company. The consideration for the shares shall be cash, tangible or intangible property (to the extent direct investment in such property would be permitted), labor, or services actually performed for the MHC subsidiary
holding company or any combination of the foregoing. In the absence of actual fraud in the transaction, the value of such property, labor, or services, as determined by the board of directors of the MHC subsidiary holding company, shall be
conclusive. Upon payment of such consideration, such shares shall be deemed to be fully paid and nonassessable. In the case of a stock dividend, that part of the surplus of the MHC subsidiary holding company which is transferred to stated capital
upon the issuance of shares as a share dividend shall be deemed to be the consideration for their issuance. 
 Except for shares issued in
connection with the initial organization of the MHC subsidiary holding company, no shares of capital stock (including shares issuable upon conversion, exchange, or exercise of other securities) shall be issued, directly or indirectly, to officers,
directors, or controlling persons of the MHC subsidiary holding company other than as part of a general public offering or as qualifying shares to a director, unless their issuance or the plan under which they would be issued has been approved by a
majority of the total votes eligible to be cast at a legal meeting. 







 Nothing contained in this Section 5 (or in any supplementary sections hereto) shall entitle the
holders of any class or a series of capital stock to vote as a separate class or series or to more than one vote per share, and there shall be no right to cumulate votes in an election of directors: Provided, that this restriction on voting
separately by class or series shall not apply: 
 (i) To any provision which would authorize the holders of preferred stock, voting as a class
or series, to elect some members of the board of directors, less than a majority thereof, in the event of default in the payment of dividends on any class or series of preferred stock; 
 (ii) To any provision which would require the holders of preferred stock, voting as a class or series, to approve the merger or consolidation of the MHC
subsidiary holding company with another corporation or the sale, lease, or conveyance (other than by mortgage or pledge) of properties or business in exchange for securities of a corporation other than the MHC subsidiary holding company if the
preferred stock is exchanged for securities of such other corporation: Provided, That no provision may require such approval for transactions undertaken with the assistance or pursuant to the direction of the Office or the Federal Deposit
Insurance Corporation; 
 (iii) To any amendment which would adversely change the specific terms of any class or series of capital stock as
set forth in this Section 5 (or in any supplementary sections hereto), including any amendment which would create or enlarge any class or series ranking prior thereto in rights and preferences. An amendment which increases the number of
authorized shares of any class or series of capital stock, or substitutes the surviving MHC subsidiary holding company in a merger or consolidation for the MHC subsidiary holding company, shall not be considered to be such an adverse change.

 A description of the different classes and series (if any) of the MHC subsidiary holding company’s capital stock and a statement of
the designations, and the relative rights, preferences, and limitations of the shares of each class and series (if any) of capital stock are as follows: 
 A. Common stock. Except as provided in this Section 5 (or in any supplementary sections thereto) the holders of the common stock shall exclusively possess all voting power. Each holder of shares of common
stock shall be entitled to one vote for each share held by such holder. 
 Whenever there shall have been paid, or declared and set aside for
payment, to the holders of the outstanding shares of any class of stock having preference over the common stock as to the payment of dividends, the full amount of dividends and of sinking fund, retirement fund, or other retirement payments, if any,
to which such holders are respectively entitled in preference to the common stock, then dividends may be paid on the common stock and on any class or series of stock entitled to participate therewith as to dividends out of any assets legally
available for the payment of dividends. 
 In the event of any liquidation, dissolution, or winding up of the MHC subsidiary holding company,
the holders of the common stock (and the holders of any class or series of stock entitled to participate with the common stock in the distribution of assets) shall be entitled to receive, in cash or in kind, the assets of the MHC subsidiary holding
company available for 

  

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distribution remaining after: (i) Payment or provision for payment of the MHC subsidiary holding company’s debts and liabilities;
(ii) distributions or provision for distributions in settlement of its liquidation account; and (iii) distributions or provisions for distributions to holders of any class or series of stock having preference over the common stock in the
liquidation, dissolution, or winding up of the MHC subsidiary holding company. Each share of common stock shall have the same relative rights as and be identical in all respects with all the other shares of common stock. 
 B. Preferred Stock. The MHC subsidiary holding company may provide in supplementary sections to its charter for one or more classes of preferred
stock, which shall be separately identified. The shares of any class may be divided into and issued in series, with each series separately designated so as to distinguish the shares thereof from the shares of all other series and classes. The terms
of each series shall be set forth in a supplementary section to the charter. All shares of the same class shall be identical except as to the following relative rights and preferences, as to which there may be variations between different series:

 (a) The distinctive serial designation and the number of shares constituting such series; 
 (b) The dividend rate or the amount of dividends to be paid on the shares of such series, whether dividends shall be cumulative and, if so, from which
date(s), the payment date(s) for dividends, and the participating or other special rights, if any, with respect to dividends; 
 (c) The
voting powers, full or limited, if any, of shares of such series; 
 (d) Whether the shares of such series shall be redeemable and, if so,
the price(s) at which, and the terms and conditions on which such shares may be redeemed; 
 (e) The amount(s) payable upon the shares of
such series in the event of voluntary or involuntary liquidation, dissolution, or winding up of the MHC subsidiary holding company; 
 (f)
Whether the shares of such series shall be entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of such shares, and if so entitled, the amount of such fund and the manner of its application, including
the price(s) at which such shares may be redeemed or purchased through the application of such fund; 
 (g) Whether the shares of such series
shall be convertible into, or exchangeable for, shares of any other class or classes of stock of the MHC subsidiary holding company and, if so, the conversion price(s), or the rate(s) of exchange, and the adjustments thereof, if any, at which such
conversion or exchange may be made, and any other terms and conditions of such conversion or exchange; 
 (h) The price or other
consideration for which the shares of such series shall be issued; and 
 (i) Whether the shares of such series which are redeemed or
converted shall have the status of authorized but unissued shares of serial preferred stock and whether such shares may be reissued as shares of the same or any other series of serial preferred stock. 
  

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 Each share of each series of serial preferred stock shall have the same relative rights as and be
identical in all respects with all the other shares of the same series. 
 The board of directors shall have authority to divide, by the
adoption of supplementary charter sections, any authorized class of preferred stock into series, and, within the limitations set forth in this section and the remainder of this charter, fix and determine the relative rights and preferences of the
shares of any series so established. 
 Prior to the issuance of any preferred shares of a series established by a supplementary charter
section adopted by the board of directors, the MHC subsidiary holding company shall file with the Secretary to the Office a dated copy of that supplementary section of this charter established and designating the series and fixing and determining
the relative rights and preferences thereof. 
 SECTION 6. Preemptive rights. Holders of the capital stock of the MHC subsidiary
holding company shall not be entitled to preemptive rights with respect to any shares of the MHC subsidiary holding company which may be issued. 
 SECTION 7. Certain provisions applicable for five years. Notwithstanding anything contained in the MHC subsidiary holding company’s charter or bylaws to the contrary, for a period of five years from the date of the completion of
the minority stock offering of the MHC subsidiary holding company, special meetings of stockholders relating to changes in control of the MHC subsidiary holding company or amendments to its charter shall be called only upon direction of the board of
directors. 
 SECTION 8. Directors. The MHC subsidiary holding company shall be under the direction of a board of directors. The
authorized number of directors, as stated in the MHC subsidiary holding company’s bylaws, shall not be fewer than five nor more than fifteen except when a greater number is approved by the Director of the Office. 
 SECTION 9. Amendment of charter. Except as provided in Section 5, no amendment, addition, alteration, change or repeal of this charter shall
be made, unless such is proposed by the board of directors of the MHC subsidiary holding company, approved by the shareholders by a majority of the votes eligible to be cast at a legal meeting, unless a higher vote is otherwise required, and
approved or preapproved by the Office. 
  

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 TFS FINANCIAL CORPORATION 
  

									
	Attest:	 	 /s/ Bernard S. Kobak
	 		 	By:	 	 /s/ Marc A. Stefanski

		 	Bernard S. Kobak, Secretary	 		 		 	Marc A. Stefanski, Chairman of the Board and Chief Executive Officer

 DIRECTOR OF THE OFFICE OF THRIFT SUPERVISION 
  

									
	Attest:	 	 /s/ Brenda I. Proctor
	 		 	By:	 	 /s/ John M. Reich

		 	Corporate Secretary of the Office of Thrift Supervision	 		 		 	Director of the Office of Thrift Supervision

 Effective Date: April 20, 2007 
  


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