FORM OF

	
EXHIBIT 10.3


	
MALVERN FEDERAL SAVINGS BANK


	
Director Retirement Plan Agreement










          THIS DIRECTOR RETIREMENT PLAN AGREEMENT (the “Agreement”) is entered into this______
day of_______2004, by and between Malvern Federal Savings Bank (the “Bank”), a federally-chartered savings association located in Paoli, Pennsylvania, and________________
(the “Director”), intending to be legally bound hereby.



          To
encourage the Director to remain in the service of the Bank, the Bank is
willing to provide supplemental retirement benefits to the Director. The Bank
will pay the benefits from its general assets.


AGREEMENT

Article 1

Definitions


          Whenever
used in this Agreement, the following words and phrases shall have the meanings
specified:


	
 

	
 


	
1.1

	
“Beneficiary”means each designated person, or the estate of
 the deceased Director, entitled to benefits, if any, upon the death of the
 Director determined pursuant to Article 4.


	
 

	
 


	
1.2

	
“Beneficiary Designation Form” means the form established from time to time by
 the Plan Administrator that the Director completes, signs and returns to the
 Plan Administrator to designate one or more Beneficiaries.


	
 

	
 


	
1.3

	
“Change in Control” means any of the following:


	
 

	
 


	
 

	
(A)          any
 person (as such term is used in Sections 13d and 14d-2 of the Securities
 Exchange Act of 1934, as amended (the “Exchange Act”)), other than the Bank,
 a subsidiary of the Bank, an employee benefit plan (or related trust) of the
 Bank or a direct or indirect subsidiary of the Bank, or Affiliates (as
 defined in Rule 12b-2 under the Exchange Act) of the Bank, becomes the
 beneficial owner (as determined pursuant to Rule 13d-3 under the Exchange
 Act), directly or indirectly, of securities of the Bank representing more
 than 50%of the combined voting power of the Bank’s then outstanding securities
 (other than a person owning 10% or more of the voting power of stock on the
 date hereof); or


	
 

	
 


	
 

	
(B)          the
 liquidation or dissolution of the Bank or the occurrence of, or execution of
 an agreement providing for a sale of all or substantially all of the assets
 of the Bank to an entity which is not a direct or indirect subsidiary of the
 Bank; or


	
 

	
 


	
 

	
(C)          the
 occurrence of, or execution of an agreement providing for a reorganization,
 merger, consolidation or other similar transaction or connected series of
 transactions of the Bank as a result of which either (a) the Bank does not
 survive or (b) pursuant to which shares of the Bank common stock (“Common
 Stock”) would be converted into cash, securities or other property, unless,
 in case of either (a) or (b), the holders of the Bank Common Stock
 immediately prior to such transaction will, following the consummation of the
 transaction, beneficially own, directly or indirectly, more than 50% of the combined voting power of the then
 outstanding voting securities entitled to vote generally in the election of
 directors of the corporation surviving, continuing or resulting from such
 transaction; or


	
 

	
 


	
 

	
(D)          the
 occurrence of, or execution of an agreement providing for a reorganization, merger, consolidation or similar transaction of
 the Bank, or before any connected series of such transactions, if upon consummation of such transaction or
 transactions, the persons who are members of the Board of Directors of the
 Bank immediately before such transaction or transactions cease or, in the
 case of the execution of an agreement for such transaction or transactions,
 it is contemplated in such agreement that upon consummation such persons
 would cease to constitute a majority of the Board of Directors










	
 

	
 


	
FORM OF

	
 


	
MALVERN FEDERAL SAVINGS BANK


	
Director Retirement Plan Agreement











	
 

	
 


	
 

	
of the Bank or, in the case where the Bank does not survive in such
 transaction, of the corporation surviving, continuing or resulting from such
 transaction or transactions; or


	
 

	
 


	
 

	
(E)          any
 other event which is at any time designated as a “Change in Control” for
 purposes of this Agreement by a resolution adopted by the Board of Directors
 of the Bank with the affirmative vote of a majority of the non-employee
 directors in office at the time the resolution is adopted; in the event any
 such resolution is adopted, the Change in Control event specified thereby
 shall be deemed incorporated herein by reference and thereafter may not be
 amended, modified or revoked without the written agreement of the Director;
 or


	
 

	
 


	
 

	
(F)          during
 any period of two consecutive years during the term of this Agreement,
 individuals who at the beginning of such period constitute the Board of
 Directors of the Bank cease
 for any reason to constitute at least a majority thereof, unless the election
 of each director who was not a director at the beginning of such period has
 been approved in advance by directors representing at least two-thirds of the
 directors then in office who were directors at the beginning of the period,
 provided however this provision shall not apply in the event two-thirds of
 the Board of Directors at the beginning of a period no longer are directors
 due to death, normal retirement, or other circumstances not related to a
 Change in Control.


	
 

	
 


	
 

	
Notwithstanding anything else to the contrary set forth in this
 Agreement, if (i) an agreement is executed by the Bank providing for any of
 the transactions or events constituting a Change in Control as defined
 herein, and the agreement subsequently expires or is terminated without the
 transaction or event being consummated, and (ii) Director’s service did not
 terminate during the period after the agreement and prior to such expiration
 or termination, for purposes of this Agreement it shall be as though such
 agreement was never executed and no Change in Control event shall be deemed
 to have occurred as a result of the execution of such agreement.


	
 

	
 


	
1.4

	
“Code” means the Internal Revenue Code of 1986, as
 amended.


	
 

	
 


	
1.5

	
“Disability”means the Director’s suffering a sickness,
 accident or injury which has been determined by the carrier of any group
 disability insurance policy provided by the Bank or made available by the
 Bank to its directors and covering the Director, or by the Social Security
 Administration, to be a disability rendering the Director totally and
 permanently disabled. The Director must submit proof to the Bank of the
 carrier’s or Social Security Administration’s determination upon the request
 of the Bank.


	
 

	
 


	
1.6

	
“Early Termination” means the Termination of Service before Normal
 Retirement Age for reasons other than death, Disability, Termination for
 Cause or following a Change in Control.


	
 

	
 


	
1.7

	
“Effective Date” means April 1, 2004.


	
 

	
 


	
1.8

	
“Normal Retirement Age” means the Director’s 80th birthday.


	
 

	
 


	
1.9

	
“Plan Administrator” means the plan administrator described in Article
 8.


	
 

	
 


	
1.10

	
“Plan Year” means each consecutive twelve (12) month period
 commencing on October 1 and ending the following September 30. The initial
 Plan Year shall commence on the Effective Date.


	
 

	
 


	
1.12

	
“Termination of Service” means that the Director ceases to be a member of
 the Bank’s Board of Directors for any reason whatsoever.





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FORM OF

	
 


	
MALVERN FEDERAL SAVINGS BANK


	
Director Retirement Plan Agreement











Article 2

Benefits During Lifetime


	
 

	
 

	
 


	
2.1

	
Normal Retirement Benefit. Upon the Director attaining the Normal
 Retirement Age while in continuous service on the Bank’s Board of Directors,
 the Bank shall pay to the Director the benefit described in this Section 2.1
 in lieu of any other benefit under this Article.


	
 

	
 


	
 

	
2. 1.1

	
Amount of Benefit. The annual benefit under this Section 2.1 is ________________________
 ($_______).


	
 

	
 

	
 


	
 

	
2.1.2

	
Payment of Benefit. The Bank shall pay the annual benefit to the Director in twelve (12)
 equal monthly installments commencing within ninety (90) days following the
 Director’s Normal Retirement Age, and payable on the first of each month
 thereafter. The annual benefit shall be paid to the Director for five (5)
 years.


	
 

	
 

	
 


	
2.2

	
Early Termination Benefit. Upon Early Termination, the Bank shall pay to
 the Director the benefit described in this Section 2.2 in lieu of any other
 benefit under this Article.


	
 

	
 

	
 


	
 

	
2.2.1

	
Amount of Benefit. The annual benefit under this Section 2.2 is the Early Termination
 Annual Benefit set forth on Schedule A for the Plan Year ending immediately
 prior to the date on which Early Termination occurs. This benefit is
 determined by vesting the Director in one hundred percent (100%) of the
 Accrual Balance shown on Schedule A (hereinafter “Accrual Balance”).


	
 

	
 

	
 


	
 

	
2.2.2

	
Payment of Benefit. The Bank shall pay the annual benefit to the Director in twelve (12)
 equal monthly installments commencing within ninety (90) days following
 Termination of Service, and payable on the first of each month thereafter.
 The annual benefit shall be paid to the Director for five (5) years.


	
 

	
 

	
 


	
2.3

	
Disability Benefit. Upon Termination of Service due to Disability prior to Normal
 Retirement Age, the Bank shall pay to the Director the benefit described in
 this Section 2.3 in lieu of any other benefit under this Article.


	
 

	
 

	
 


	
 

	
2.3.1

	
Amount of Benefit. The annual benefit under this Section 2.3 is the Disability Annual
 Benefit set forth on Schedule A for the Plan Year ending immediately prior to
 the date on which Termination of Service occurs. This benefit is determined
 by vesting the Director in one hundred percent (100%) of the Accrual Balance.


	
 

	
 

	
 


	
 

	
2.3.2

	
Payment of Benefit. The Bank shall pay the annual benefit to the Director in twelve (12)
 equal monthly installments commencing within ninety (90) days following
 Termination of Service and payable on the first of each month thereafter. The
 annual benefit shall be paid to the Director for five (5) years.


	
 

	
 

	
 


	
2.4

	
Change in Control Benefit. Upon a Change in Control followed by the
 Director’s Termination of Service before Normal Retirement Age, the Bank
 shall pay to the Director the benefit described in this Section 2.4 in lieu
 of any other benefit under this Article.


	
 

	
 

	
 


	
 

	
2.4.1

	
Amount of Benefit. The annual benefit under this Section 2.4 is the Change in Control
 Annual Benefit set forth on Schedule A for the Plan Year ending immediately
 prior to the date on which Termination of Service occurs.


	
 

	
 

	
 


	
 

	
2.4.2

	
Payment of Benefit. The Bank shall pay the annual benefit to the Director in twelve (12)
 equal monthly installments commencing within ninety (90) days following
 Termination of 





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FORM OF

	
 


	
MALVERN FEDERAL SAVINGS BANK


	
Director Retirement Plan Agreement











	
 

	
 

	
 


	
 

	
 

	
Service and payable on the first of each month thereafter. The annual
 benefit shall be paid to the Director for five (5) years.






Article 3

Death Benefits





	
 

	
 

	
 


	
3.1

	
Death During Active Service. If the Director dies while in the active service of the Bank, the Bank shall
 pay to the Beneficiary the benefit described in this Section 3.1. This
 benefit shall be paid in lieu of the benefits under Article 2.


	
 

	
 

	
 


	
 

	
3.1.1

	
Amount of Benefit. The benefit under this Section 3.1 is the Death Benefit set forth on
 Schedule A for the Plan Year ending immediately prior to the date of the
 Director’s death, which is an amount equal to one hundred percent (100%) of
 the Accrual Balance.


	
 

	
 

	
 


	
 

	
3.1.2

	
Payment of Benefit. The Bank shall pay the benefit to the Beneficiary in the form elected
 by the Director on the Election Form, attached hereto and made a part of this
 Agreement, commencing within ninety (90) days following the Director’s
 death. If the Director elects installment payments, during the applicable
 installment period the Bank shall credit interest on the unpaid Accrual
 Balance at an annual rate equal to the yield on a 10-year U.S. Treasury Note,
 measured as of the end of the month prior to the date of the Director’s
 death, plus two percent (2%), compounded monthly. Notwithstanding any election
 by the Director to the contrary, if the benefit under this Section 3.1 is
 less than fifty thousand ($50,000), the Bank, in its sole discretion, may
 choose to pay the benefit in a lump sum.


	
 

	
 

	
 


	
3.2

	
Death During Benefit Period. If the Director dies after the benefit payments
 have commenced under this Agreement but before receiving all such payments,
 the Bank shall pay the remaining benefits to the Beneficiary at the same time
 and in the same amounts they would have been paid to the Director had the
 Director survived.


	
 

	
 

	
 


	
3.3

	
Death Following Termination of Service But Before Benefits Commence. If the Director is entitled to benefits
under
 this Agreement, but dies prior to receiving said benefits, the Bank shall pay
 to the Beneficiary the same benefits, in the same manner, they would have
 been paid to the Director had the Director survived; however, said benefit
 payments will commence within ninety (90) days of the Director’s death.





Article 4

Beneficiaries


	
 

	
 

	
 


	
4.1

	
Beneficiary Designation. The Director shall have the right, at any time,
 to designate a Beneficiary(ies) to receive any benefits payable under this
 Agreement upon the death of the Director. The Beneficiary designated under
 this Agreement may be the same as or different from the beneficiary
 designation under any other benefit plan of the Bank in which the Director
 participates.


	
 

	
 

	
 


	
4.2

	
Beneficiary Designation: Change. The Director shall designate a Beneficiary by
 completing and signing the Beneficiary Designation Form, and delivering it to
 the Plan Administrator or its designated agent. The Director’s Beneficiary
 designation shall be deemed automatically revoked if the Beneficiary
 predeceases the Director or if the Director names a spouse as Beneficiary and
 the marriage is subsequently dissolved. The Director shall have the right to
 change a Beneficiary by completing, signing and otherwise complying with the
 terms of the Beneficiary Designation Form and the Plan Administrator’s
 rules and procedures, as in effect from time to time. Upon the acceptance by
 the Plan Administrator of a new Beneficiary Designation Form, all Beneficiary
 designations previously filed shall be cancelled. The Plan Administrator
 shall be entitled to rely on the last Beneficiary Designation Form filed by
 the Director and accepted by the Plan Administrator prior to the Director’s
 death.





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FORM OF

	
 


	
MALVERN FEDERAL SAVINGS BANK


	
Director Retirement Plan Agreement













	
 

	
 

	
 


	
4.3

	
Acknowledgment. No designation or change in designation of a Beneficiary shall be
 effective until received, accepted and acknowledged in writing by the Plan
 Administrator or its designated agent.


	
 

	
 

	
 


	
4.4

	
No Beneficiary Designation. If the Director dies without a valid beneficiary
 designation, or if all designated Beneficiaries predecease the Director, then
 the Director’s spouse shall be the designated Beneficiary. If the Director
 has no surviving spouse, the benefits shall be made to the personal
 representative of the Director’s estate.


	
 

	
 

	
 


	
4.5

	
Facility of Payment. If the Plan Administrator determines in its discretion that a benefit
 is to be paid to a minor, to a person declared incompetent, or to a person
 incapable of handling the disposition of that person’s property, the Plan
 Administrator may direct payment of such benefit to the guardian, legal
 representative or person having the care or custody of such minor,
 incompetent person or incapable person. The Plan Administrator may require
 proof of incompetence, minority or guardianship as it may deem appropriate
 prior to distribution of the benefit. Any payment of a benefit shall be a
 payment for the account of the Director and the Director’s Beneficiary, as
 the case may be, and shall be a complete discharge of any liability under the
 Agreement for such payment amount.





Article 5

General Limitations


	
 

	
 

	
 


	
5.1

	
Excess
 Parachute or Golden Parachute Payment. If the
 payments and benefits pursuant to this Agreement, either alone or together
 with other payments and benefits which the Director has the right to receive
 from the Bank, would constitute an “excess parachute payment” under Section
 280G of the Code, or would be a prohibited golden parachute payment pursuant
 to 12 C.F.R. §359.2 and for which the appropriate federal banking agency has
 not given written consent to pay pursuant to 12 C.F.R. §359.4, the payments
 and benefits pursuant to this Agreement shall be reduced, in the manner
 determined by the Director in the case of the application of Section 280G of
 the Code, by the amount, if any, which is the minimum necessary to result in
 (i) no portion of the payments and benefits under this Agreement being
 non-deductible to the Bank pursuant to Section 280G of the Code and subject to
 the excise tax imposed under Section 4999 of the Code, and (ii) no adverse
 consequence to the Bank under or pursuant to such banking regulations. All
 benefits payable under this Agreement shall also be subject to limitations or
 prohibitions imposed by subsequent changes or amendments to the cited laws
 and regulations except to the extent that any benefits payable under this
 Agreement are grandfathered or otherwise exempt or excluded from the change
 or amendment.


	
 

	
 

	
 


	
5.2

	
Termination for Cause. Notwithstanding any provision of this Agreement
 to the contrary, the Bank shall not pay any benefit under this Agreement, if
 the Bank terminates the Director’s service for cause. Termination of the
 Director’s service for “Cause” shall mean termination because of personal dishonesty,
 willful misconduct, breach of fiduciary duty involving personal profit,
 intentional failure to perform stated duties, willful violation of any law,
 rule or regulation (other than traffic violations or similar offenses) or
 final cease-and-desist order or material breach of any provision of the
 Agreement. For purposes of this paragraph, no act or failure to act on the
 Director’s part shall be considered “willful” unless done, or omitted to be
 done, by the Director not in good faith and without reasonable belief that
 the Director’s action or omission
 was in the best interest of the Bank.


	
 

	
 

	
 


	
5.3

	
Removal.
 Notwithstanding any provision of this Agreement to the contrary, the Bank
 shall not pay any benefit under this Agreement if the Director is subject to a
 final removal or prohibition order issued by an appropriate federal banking
 agency pursuant to Section 8(e) of the Federal Deposit Insurance Act
 (“FDIA”).


	
 

	
 

	
 


	
5.4

	
Non-compete Provision. The Director shall forfeit any unpaid benefits
 under this Agreement if during the term of this Agreement, and before all
 benefits have been paid, the Director, directly or indirectly, either as an
 individual or as a proprietor, stockholder, partner, officer, director,
 employee, agent, 




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FORM OF

	
 


	
MALVERN FEDERAL SAVINGS BANK


	
Director Retirement Plan Agreement

























	
 

	
 

	
 

	
 


	
 

	
consultant or independent contractor of any individual,
 partnership, corporation or other entity (excluding an ownership interest of
 three percent (3%) or less in the stock of a publicly-traded company):


	
 


	
 

	
 

	
(i)

	
becomes employed by, participates in, or becomes connected in any
 manner with the ownership, management, operation or control of any bank,
 savings and loan or other similar financial institution if the Director’s
 responsibilities will include providing banking or other financial services
 within the twenty-five (25) miles of any office maintained by the Bank as of
 the date of the termination of the Director’s service;


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
participates in any way in hiring or otherwise engaging, or assisting
 any other person or entity in hiring or otherwise engaging, on a temporary,
 part-time or permanent basis, any individual who was employed by the Bank as
 of the date of termination of the Director’s service;


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
assists, advises, or serves in any capacity, representative or
 otherwise, any third party in any action against the Bank or transaction
 involving the Bank;


	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
sells, offers to sell, provides banking or other financial services,
 assists any other person in selling or providing banking or other financial
 services, or solicits or otherwise competes for, either directly or
 indirectly, any orders, contract, or accounts for services of a kind or
 nature like or substantially similar to the financial services performed or
 financial products sold by the Bank (the preceding hereinafter referred to as
 “Services”), to or from any person or entity from whom the Director or the
 Bank, to the knowledge of the Director provided banking or other financial
 services, sold, offered to sell or solicited orders, contracts or accounts
 for Services during the three (3) year period immediately prior to the
 termination of the Director’s service;


	
 

	
 

	
 

	
 


	
 

	
 

	
(v)

	
divulges, discloses, or communicates to others in any manner
 whatsoever, any confidential information of the Bank, to the knowledge of the
 Director, including, but not limited to, the names and addresses of customers
 or prospective customers, of the Bank, as they may have existed from time to
 time, of work performed or services rendered for any customer, any method
 and/or procedures relating to projects or other work developed for the Bank,
 earnings or other information concerning the Bank. The restrictions contained
 in this subparagraph (v) apply to all information regarding the Bank,
 regardless of the source who provided or compiled such information.
 Notwithstanding anything to the contrary, all information referred to herein
 shall not be disclosed unless and until it becomes known to the general
 public from sources other than the Director.


	
 

	
 

	
 

	
 


	
 

	
5.4.1

	
Judicial Remedies. In the event of a breach or threatened breach by the Director of any
 provision of these restrictions, the Director recognizes the substantial and
 immediate harm that a breach or threatened breach will impose upon the Bank,
 and further recognizes that in such event monetary damages may be inadequate
 to fully protect the Bank. Accordingly, in the event of a breach or threatened
 breach of these restrictions, the Director consents to the Bank’s
 entitlement to such ex parte, preliminary, interlocutory,
 temporary or permanent injunctive, or any other equitable relief, protecting
 and fully enforcing the Bank’s rights hereunder and preventing the Director
 from further breaching any of his obligations set forth herein. The Director
 expressly waives any requirement, based on any statute, rule of procedure, or
 other source, that the Bank post a bond as a condition of obtaining any of
 the above-described remedies. Nothing herein shall be construed as
 prohibiting the Bank from pursuing any other remedies available to the Bank
 at law or in equity for such breach or threatened breach, including the
 recovery of damages from the Director. The Director expressly acknowledges
 and 





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MALVERN FEDERAL SAVINGS BANK


	
Director Retirement Plan Agreement









	
 

	
 

	
 

	
 


	
 

	
 

	
agrees that: (i) the restrictions set forth in Section 5.4 hereof are
 reasonable, in terms of scope, duration, geographic area, and otherwise, (ii)
 the protections afforded the Bank in Section 5.4 hereof are necessary to
 protect its legitimate business interest, (iii) the restrictions set forth in
 Section 5.4 hereof will not be materially adverse to the Director’s service
 with the Bank, and (iv) his agreement to observe such restrictions forms a
 material part of the consideration for this Agreement.


	
 

	
 

	
 

	
 


	
 

	
5.4.2

	
Overbreadth of Restrictive Covenant. It is the intention of the parties that if any
 restrictive covenant in this Agreement is determined by a court of competent
 jurisdiction to be overly broad, then the court should enforce such
 restrictive covenant to the maximum extent permitted under the law as to
 area, breadth and duration.


	
 

	
 

	
 

	
 


	
 

	
5.4.3

	
Change in Control. The non-compete provision detailed in Section 5.4 hereof shall not be
 enforceable following a Change in Control.


	
 

	
 

	
 

	
 


	
5.5

	
Suicide or Misstatement. No benefits shall be payable if the Director
 commits suicide within two years after the date of this Agreement, or if the
 insurance company denies coverage (i) for material misstatements of fact made
 by the Director on any application for life insurance purchased by the Bank,
 or (ii) for any other reason.





Article 6

Claims and Review Procedures


	
 

	
 

	
 

	
 


	
6.1

	
Claims Procedure. A Director or Beneficiary (“claimant”) who has not received benefits
 under the Agreement that he or she believes should be paid shall make a claim
 for such benefits as follows:


	
 

	
 

	
 

	
 


	
 

	
6.1.1

	
Initiation - Written Claim . The claimant initiates a claim by submitting to
 the Plan Administrator a written claim for the benefits.


	
 

	
 

	
 

	
 


	
 

	
6.1.2

	
Timing of Bank Response. The Plan Administrator shall respond to such
 claimant within 90 days after receiving the claim. If the Plan Administrator
 determines that special circumstances require additional time for processing
 the claim, the Plan Administrator can extend the response period by an
 additional 90 days by notifying the claimant in writing, prior to the end of
 the initial 90-day period, that an additional period is required. The notice
 of extension must set forth the special circumstances and the date by which
 the Plan Administrator expect to render their decision.


	
 

	
 

	
 

	
 


	
 

	
6.1.3

	
Notice of Decision. If the Plan Administrator denies part or all of the claim, the Plan
 Administrator shall notify the claimant in writing of such denial. The Plan
 Administrator shall write the notification in a manner calculated to be
 understood by the claimant. The notification shall set forth:


	
 

	
 

	
 

	
 


	
 

	
 

	
6.1.3.1

	
The specific reason for the denial,


	
 

	
 

	
 

	
 


	
 

	
 

	
6.1.3.2

	
A reference to the specific provisions of the Agreement on which the
 denial is based,


	
 

	
 

	
 

	
 


	
 

	
 

	
6.1.3.3

	
A description of any additional information or material necessary for
 the claimant to perfect the claim and an explanation of why it is needed, and


	
 

	
 

	
 

	
 


	
 

	
 

	
6.1.3.4

	
An explanation of the Agreement’s review procedures and the time
 limits applicable to such procedures.


	
 

	
 

	
 

	
 


	
6.2

	
Review Procedure. If the Plan Administrator denies part or all of the claim, the
 claimant shall have the opportunity for a full and fair review by the Plan
 Administrator of the denial, as follows:





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MALVERN FEDERAL SAVINGS BANK


	
Director Retirement Plan Agreement










	
 

	
 

	
 

	
 


	
 

	
6.2.1

	
Initiation - Written Request. To initiate the review, the claimant, within 60
 days after receiving the Plan Administrator’s notice of denial, must file
 with the Plan Administrator a written request for review.


	
 

	
 

	
 

	
 


	
 

	
6.2.2

	
Additional Submissions - Information Access. The claimant shall then have the opportunity to
 submit written comments, documents, records and other information relating to
 the claim. The Plan Administrator shall also provide the claimant, upon
 request and free of charge, reasonable access to, and copies of, all
 documents, records and other information relevant to the claimant’s claim for
 benefits.


	
 

	
 

	
 

	
 


	
 

	
6.2.3

	
Considerations on Review. In considering the review, the Plan
 Administrator shall take into account all materials and information the
 claimant submits relating to the claim, without regard to whether such
 information was submitted or considered in the initial benefit determination.


	
 

	
 

	
 

	
 


	
 

	
6.2.4

	
Timing of Plan Administrator Response. The Plan Administrator shall respond in writing
 to such claimant within 60 days after receiving the request for review. If
 the Plan Administrator determines that special circumstances require
 additional time for processing the claim, the Plan Administrator can extend
 the response period by an additional 60 days by notifying the claimant in
 writing, prior to the end of the initial 60-day period, that an additional
 period is required. The notice of extension must set forth the special
 circumstances and the date by which the Plan Administrator expects to render
 its decision.


	
 

	
 

	
 

	
 


	
 

	
6.2.5

	
Notice of Decision. The Plan Administrator shall notify the claimant in writing of its
 decision on review. The Plan Administrator shall write the notification in a
 manner calculated to be understood by the claimant. The notification shall
 set forth:


	
 

	
 

	
 

	
 


	
 

	
 

	
6.2.5.1

	
The specific reasons for the denial,


	
 

	
 

	
6.2.5.2

	
A reference to the specific provisions of the Plan on which the
 denial is based, and


	
 

	
 

	
6.2.5.3

	
A statement that the claimant is entitled to receive, upon request
 and free of charge, reasonable access to, and copies of, all documents,
 records and other information relevant to the claimant’s claim for benefits.





Article 7

Amendments and Termination


          No
provisions of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing signed by the
Director and such officer or officers as may be specifically designated by the
Board of Directors of the Bank to sign on their behalf.


Article 8

Administration


	
 

	
 


	
8.1

	
Plan Administrator Duties. This Agreement shall be administered by a Plan
 Administrator which shall consist of the Bank’s Board of Director, or such
 committee or person(s) as the Board of Directors shall appoint. The Director
 may be a member of the Plan Administrator. The Plan Administrator shall also
 have the discretion and authority to (i) make, amend, interpret and enforce
 all appropriate rules and regulations for the administration of this
 Agreement and (ii) decide or resolve any and all questions including
 interpretations of this Agreement, as may arise in connection with the
 Agreement.


	
 

	
 


	
8.2

	
Agents. In
 the administration of this Agreement, the Plan Administrator may employ
 agents and delegate to them such administrative duties as it sees fit,
 (including acting through a duly appointed representative), and may from time
 to time consult with counsel who may be counsel to the Bank.




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FORM OF

	
 


	
MALVERN FEDERAL SAVINGS BANK


	
Director Retirement Plan Agreement










	
 

	
 


	
 

	
 


	
8.3

	
Binding Effect of Decisions. The decision or action of the Plan Administrator
 with respect to any question arising out of or in connection with the
 administration, interpretation and application of the Agreement and the rules
 and regulations promulgated hereunder shall be final and conclusive and
 binding upon all persons having any interest in the Agreement.


	
 

	
 


	
8.4

	
Indemnity of Plan Administrator. The Bank shall indemnify and hold harmless the
 members of the Plan Administrator against any and all claims, losses,
 damages, expenses or liabilities arising from any action or failure to act
 with respect to this Agreement, except in the case of willful misconduct by
 the Plan Administrator or any of its members.


	
 

	
 


	
8.5

	
Bank Information. To enable the Plan Administrator to perform its functions, the Bank
 shall supply full and timely information to the Plan Administrator on all
 matters relating to the date and
 circumstances of the retirement, Disability, death, or Termination of Service
 of the Director, and such other pertinent information as the Plan
 Administrator may reasonably require.


	
 

	
 


	
8.6

	
Annual Statement. The Plan Administrator shall provide to the Director, within 120 days
 after the end of each Plan Year, a statement setting forth the benefits
 payable under this Agreement.





Article 9

Miscellaneous


	
 

	
 


	
9.1

	
Applicable Law. The Agreement and all rights hereunder shall be governed by the laws
 of the Commonwealth of Pennsylvania, except to the extent preempted by the
 laws of the United States of America.


	
 

	
 


	
9.2

	
Binding Effect. This Agreement shall bind the Director and the Bank, and their
 beneficiaries, survivors, executors, successors, administrators and
 transferees.


	
 

	
 


	
9.3

	
Entire Agreement. This Agreement constitutes the entire agreement between the Bank and
 the Director as to the subject matter hereof. No rights are granted to the
 Director by virtue of this Agreement other than those specifically set forth
 herein.


	
 

	
 


	
9.4

	
Right of Offset. The Bank shall have the right to offset the benefits against any
 unpaid obligation the Director may have with the Bank.


	
 

	
 


	
9.5

	
No Guarantee of Service. This Agreement is not an employment policy or
 contract for services. It does not give the Director the right to remain a
 director of the Bank, nor does it interfere with the Bank’s members’ right to
 discharge the Director. It also does not require the Director to remain a
 director nor interfere with the Director’s right to terminate service at any
 time.


	
 

	
 


	
9.6

	
Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned,
 pledged, attached or encumbered in any manner.


	
 

	
 


	
9.7

	
Notice.
 For the purposes of this Agreement, notices and all other communications
 provided for in this Agreement shall be in writing and shall be deemed to
 have been duly given when delivered or mailed by certified or registered
 mail, return receipt requested, postage prepaid, addressed to the respective
 addresses set forth below:








	
 

	
 

	
 


	
To the Bank:

	
 

	
Secretary


	
 

	
 

	
Malvern Federal Savings Bank


	
 

	
 

	
42 E. Lancaster Avenue


	
 

	
 

	
PO Box 485


	
 

	
 

	
Paoli, Pennsylvania 19301





9






	
 

	
 


	
FORM OF

	
 


	
MALVERN FEDERAL SAVINGS BANK


	
Director Retirement Plan Agreement










	
 

	
 

	
 


	
To the Director:

	
 

	



	
 

	
 

	



	
 

	
 

	









	
 

	
 


	
9.8

	
Reorganization. The Bank shall not merge or consolidate into or with another company,
 or reorganize, or sell substantially all of its assets to another company,
 firm or person unless such succeeding or continuing company, firm or person
 agrees to assume and discharge the obligations of the Bank hereunder.


	
 

	
 


	
9.9

	
Tax Withholding. The Bank shall withhold any taxes that, in its reasonable judgment,
 are required to be withheld from the benefits provided under this Agreement.
 The Director acknowledges that the Bank’s sole liability regarding taxes
 is to forward any amounts withheld to the appropriate taxing authority(ies).


	
 

	
 


	
9.10

	
Nature of Obligations. Nothing contained herein shall create or require
 the Bank to create a trust of any kind to fund any benefits which may be
 payable hereunder, and to the extent that the Director acquires a right to
 receive benefits from the Bank hereunder, such right shall be no greater than
 the right of any unsecured general creditor of the Bank.


	
 

	
 


	
9.11

	
Headings.
 The section headings contained in this Agreement are for reference purposes
 only and shall not affect in any way the meaning or interpretation of this
 Agreement.


	
 

	
 


	
9.12

	
Validity.
 The invalidity or unenforceability of any provision of this Agreement shall
 not affect the validity or enforceability of any other provisions of this
 Agreement, which shall remain in full force and effect.


	
 

	
 


	
9.13

	
Waiver. No
 waiver by any party hereto at any time of any breach by any other party hereto of, or compliance with, any
 condition or provision of this Agreement to be performed by such other party
 shall be deemed a waiver of similar or dissimilar provisions or conditions at
 the same or at any prior or subsequent time.


	
 

	
 


	
9.14

	
Counterparts. This Agreement may be executed in one or more counterparts, each off
 which shall be deemed to be an original but all of which together will
 constitute one and the same instrument.


	
 

	
 


	
9.15

	
Regulatory Prohibition. Notwithstanding any other provision of this
 Agreement to the contrary, any payments made to the Director pursuant to this
 Agreement, or otherwise, are subject to and conditioned upon their compliance
 with Section 18(k) of the FDIA(12 U.S.C. §1828(k)) and any regulations
 promulgated thereunder.





          IN WITNESS
WHEREOF, the Director and a duly authorized officer of the Bank have signed
this Agreement.


	
 

	
 

	
 

	
 

	
 


	
DIRECTOR:

	
 

	
BANK:


	
 

	
 

	
MALVERN FEDERAL SAVINGS BANK


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
By 

	
 

	
 


	


	
 

	
 

	


	
 


	
 


	
 

	
 

	
Title 

	
 


	
 

	
 

	
 

	






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