EXHIBIT 10.4


FORM OF
FIRST AMENDMENT

TO THE

MALVERN FEDERAL SAVINGS BANK


DIRECTOR 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 “Director”).


          The Bank
and the Director executed the Director 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 shall be added to the Agreement immediately following
Section 1.10:


	
 

	
 

	
 

	
 


	
1.11

	
“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 Service” means the termination
  of the Director’s service with the Company for reasons other than death or
  Disability. Whether a Termination of Service takes place is determined based
  on the facts and circumstances surrounding the termination of the Director’s service and whether the Company and the
  Director intended for the Director to provide significant services for
  the Company following such termination.


	
 

	
 

	
 

	
 


	
 

	
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 Director is considered a
  Specified Employee at Termination of Service under such procedures as
  established by the Bank in accordance with Section 409A of the Code, benefit
  distributions that are made upon Termination of Service may not commence
  earlier than six (6) months after the date of such Termination of Service.
  Therefore, in the event this Section 2.5 is applicable to the Director, any
  distribution which would otherwise be paid
  to the Director within the first six months following the Termination of
  Service shall be accumulated and paid to the Director in a lump sum on the
  first day of the seventh month following the Termination of Service. 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
  Director’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 Director’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 Section 2.1, be made at least
  twelve (12) months prior to the first scheduled distribution;


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
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 


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
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 Director. 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 Director 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;


	
 

	
 

	
 


	
 

	
(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 Director’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 Director 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 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 





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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 Director, 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 Director and
the Bank hereby consent to this First
Amendment.


	
 

	
 

	
 


	
Director:

	
MALVERN FEDERAL SAVINGS BANK


	
 

	
 

	
 


	
 

	
By:

	
 


	


	


	



	
 

	
Title:

	
 


	
 

	
 

	






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