EXHIBIT 10.2


FORM OF 

FIRST AMENDMENT 

TO THE 

MALVERN FEDERAL SAVINGS BANK 

SUPPLEMENTAL EXECUTIVE 

RETIREMENT PLAN AGREEMENT 

DATED __________, 2004 

FOR





              THIS
FIRST AMENDMENT is adopted this ______ day of _________, 2006, effective as of
the first day of January 2005, by and between Malvern Federal Savings Bank, a
federally-chartered savings association located in Paoli, Pennsylvania (the
“Bank”), and ___________________________ (the “Executive”). 


              The
Bank and the Executive executed the Supplemental Executive Retirement Plan
Agreement on the __ day of _______, 2004 effective as of the first day of
April, 2004 (the “Agreement”). 


              The
undersigned hereby amend the Agreement for the purpose of bringing the
Agreement into compliance with Section 409A of the Internal Revenue Code.
Therefore, the following changes shall be made: 


              The
following Section 1.11 a shall be added to the Agreement immediately
following Section 1.11: 


	
 

	
 

	
 


	
1.11 a

	
“Specified Employee” means a key employee
 (as defined in Section 416(i) of the Code without regard to paragraph 5
 thereof) of the Bank if any stock of the Bank is publicly traded on an
 established securities market or otherwise.


	
 

	
 

	
 


	
 

	
Section 1.12 of the Agreement shall be deleted in its entirety and
 replaced by the following:


	
 

	
 

	
 


	
1.12

	
“Termination of Employment” means the
 termination of the Executive’s employment with the Bank for reasons other
 than death or Disability. Whether a Termination of Employment takes place is
 determined based on the facts and circumstances surrounding the termination
 of the Executive’s employment and whether the Bank and the Executive intended
 for the Executive to provide significant services for the Bank following such
 termination. A change in the Executive’s employment status will not be
 considered a Termination of Employment if:


	
 

	
 

	
 


	
 

	
(a)

	
the
 Executive continues to provide services as an employee of the Bank at an
 annual rate that is twenty percent (20%) or more of the services rendered, on
 average, during the immediately preceding three full calendar years of
 employment (or, if employed less than three years, such lesser period) and
 the annual remuneration for such services is twenty percent (20%) or more of
 the average annual remuneration earned during the final three full calendar
 years of employment (or, if less, such lesser period), or 


	
 

	
 

	
 


	
 

	
(b)

	
the
 Executive continues to provide services to the Bank in a capacity other than
 as an employee of the Bank at an annual rate that is fifty percent (50%) or
 more of the services rendered, on average, during the immediately preceding
 three full calendar years of employment (or if employed less than three
 years, such lesser period) and the annual remuneration for such services is
 fifty percent (50%) or more of the average annual remuneration earned during
 the final three full calendar years of employment (or if less, such lesser
 period). 





              The
following Sections 2.5, 2.6 and 2.7 shall be added to the Agreement immediately
following Section 2.4.2:






	
 

	
 


	
2.5

	
Restriction
 on Timing of Distributions. Notwithstanding any
 provision of this Agreement to the contrary, if the Executive is considered a
 Specified Employee at Termination of Employment under such procedures as
 established by the Bank in accordance with Section 409A of the Code, benefit
 distributions that are made upon Termination of Employment may not commence
 earlier than six (6) months after the date of such Termination of Employment.
 Therefore, in the event this Section 2.5 is applicable to the Executive, any
 distribution which would otherwise be paid to the Executive within the first
 six months following the Termination of Employment shall be accumulated and
 paid to the Executive in a lump sum on the first day of the seventh month
 following the Termination of Employment. All subsequent distributions shall
 be paid in the manner specified. 


	
 

	
 


	
2.6

	
Distributions
 Upon Income Inclusion Under Section 409A of the Code.
 Upon the inclusion of any amount into the Executive’s income as a result of
 the failure of this non-qualified deferred compensation plan to comply with
 the requirements of Section 409A of the Code, to the extent such tax
 liability can be covered by the Executive’s accrual balance, a distribution
 shall be made as soon as is administratively practicable following the
 discovery of the plan failure. 


	
 

	
 


	
2.7

	
Change in
 Form or Timing of Distributions. All changes in the
 form or timing of distributions hereunder must comply with the following
 requirements. The changes: 








	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
may not
 accelerate the time or schedule of any distribution, except as provided in
 Section 409A of the Code and the regulations thereunder; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
must, for
 benefits distributable under Sections 2.1, 2.2, 2.3 and 2.4, delay the
 commencement of distributions for a minimum of five (5) years from the date
 the first distribution was originally scheduled to be made; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
must take
 effect not less than twelve (12) months after the election is made. 





          Article
7 of the Agreement shall be deleted in its entirety and replaced by the
following: 


Article 7 

Amendments and Termination


	
 

	
 


	
7.1

	
Amendments.
 This Agreement may be amended only by a written agreement signed by the Bank
 and the Executive. However, the Bank may unilaterally amend this Agreement to
 conform with written directives to the Bank from its auditors or banking
 regulators or to comply with legislative changes or tax law, including
 without limitation Section 409A of the Code and any and all Treasury
 regulations and guidance promulgated thereunder. 


	
 

	
 


	
7.2

	
Plan
 Termination Generally. The Bank may unilaterally
 terminate this Agreement at any time. Except as provided in Section 7.3, the
 termination of this Agreement shall not cause a distribution of benefits
 under this Agreement. Rather, upon such termination benefit distributions
 will be made at the earliest distribution event permitted under Article 2 or
 Article 3. 


	
 

	
 


	
7.3

	
Plan
 Terminations Under Section 409A. Notwithstanding
 anything to the contrary in Section 7.2, if the Bank terminates this Agreement
 in the following circumstances: 








	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
Within
 thirty (30) days before, or twelve (12) months after a change in the
 ownership or effective control of the Bank, or in the ownership of a
 substantial portion of the assets of the Bank as described in Section
 409A(2)(A)(v) of the Code, provided that all distributions are made no later
 than twelve (12) months following such termination of the Agreement and
 further provided that all the Bank’s arrangements which are substantially
 similar to the Agreement are terminated so the Executive and all participants
 in the similar arrangements are required to receive all amounts of
 compensation deferred under the terminated arrangements within twelve (12)
 months of the termination of the arrangements; 





2





	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
Upon the
 Bank’s dissolution or with the approval of a bankruptcy court provided that the amounts
 deferred under the Agreement are included in the Executive’s gross income in
 the latest of (i) the calendar year in which the Agreement terminates; (ii)
 the calendar year in which the amount is no longer subject to a substantial
 risk of forfeiture; or (iii) the first calendar year in which the
 distribution is administratively practical; or


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
Upon the
 Bank’s termination of this and all other non-account balance plans (as
 referenced in Section 409A of the Code or the regulations thereunder),
 provided that all distributions are made no earlier than twelve (12) months
 and no later than twenty-four (24) months following such termination, and the
 Bank does not adopt any new non-account balance plans for a minimum of five
 (5) years following the date of such termination; 





the Bank may
distribute the accrual balance, determined as of the date of the termination of
the Agreement, to the Executive in a lump sum subject to the above terms. 


          Section
8.1 of the Agreement shall be deleted in its entirety and replaced by the
following: 


	
 

	
 


	
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 Executive 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. Any acts under this section shall be
 restricted to actions which do not violate Section 409A of the Code. 


	
 

	
 


	
 

	
The following Sections 9.16 and 9.17 shall be added to the Agreement
 immediately following Section 9.15: 


	
 

	
 


	
9.16

	
Compliance
 with Section 409A. This Agreement shall at all times
 be administered and the provisions of this Agreement shall be interpreted
 consistent with the requirements of Section 409A of the Code and any and all
 regulations thereunder, including such regulations as may be promulgated
 after the Effective Date of this Agreement. 


	
 

	
 


	
9.17

	
Rescission.
 Any modification to the terms of this Agreement that would inadvertently
 result in an additional tax liability on the part of the Executive, shall
 have no effect provided the change in the terms of the plan is rescinded by
 the earlier of a date before the right is exercised (if the change grants a
 discretionary right) and the last day of the calendar year during which such
 change occurred. 





          IN WITNESS OF THE ABOVE, the Executive and
the Bank hereby consent to this First Amendment. 


	
 

	
 

	
 


	
Executive:

	
MALVERN FEDERAL SAVINGS BANK


	
 

	
 

	
 


	
 

	
By:

	
 


	


	



	
 

	
 

	
 


	
 

	
Title: 

	
 


	
 

	
 

	






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