EXHIBIT 4.0


(FORM OF STOCK CERTIFICATE - FRONT SIDE)


	
  

 	
  

 	
  

 
	
 NUMBER

 	
  

 	
 _________SHARES

 
	
  

 	
  

 	
  

 
	
 COMMON STOCK

 	
  

 	
 CUSIP

 
	
  

 	
  

 	
 See reverse for

 
	
  

 	
  

 	
 certain definitions

 



MALVERN FEDERAL BANCORP, INC.

INCORPORATED UNDER THE LAWS OF THE UNITED STATES


          This
certifies that ___________________________________ is the registered holder of
_________________ fully paid and non-assessable shares of the Common Stock, par
value $.01 per share, of Malvern Federal Bancorp, Inc., Paoli, Pennsylvania
(the “Corporation”), incorporated under the laws of the United States.


          The
shares evidenced by this Certificate are transferable only on the books of the
Corporation by the holder hereof, in person or by a duly authorized attorney or
legal representative, upon surrender of this Certificate properly endorsed. This
Certificate and the shares represented hereby are subject to all the provisions
of the Charter and Bylaws of the Corporation and any and all amendments
thereto. The shares represented by this
certificate are not deposits or accounts, are not federally insured or
guaranteed and are not insured by the Federal Deposit Insurance Corporation. This
Certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.


          IN
WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by
the facsimile signatures of its duly authorized officers and has caused its
facsimile seal to be affixed hereto.


Dated:


	
  

 	
  

 	
  

 
	
 



 	
 (SEAL)

 	
 



 
	
 Shirley
 Stanke

 	
  

 	
 Ronald
 Anderson

 
	
 Corporate
 Secretary

 	
  

 	
 President
 and Chief Executive Officer

 









(FORM OF STOCK CERTIFICATE - BACK SIDE)


          The
Corporation is authorized to issue more than one class of stock, including a
class of preferred stock which may be issued in one or more series. The
Corporation will furnish to any stockholder, upon written request and without
charge, a full statement of the designations, preferences, limitations and
relative rights of the shares of each class authorized to be issued and, with
respect to the issuance of any preferred stock to be issued in series, the
relative rights, preferences and limitations between the shares of each series
so far as the rights, preferences and limitations have been fixed and
determined and the authority of the Board of Directors to fix and determine the
relative rights, preferences and limitations of subsequent series.


          The
Charter of the Corporation includes a provision which generally prohibits any
person, other than Malvern Federal Mutual Holding Company (the “MHC”), the
parent mutual holding company of the Corporation, (including an individual,
company or group acting in concert) from directly or indirectly offering to
acquire or acquiring the beneficial ownership of more than 10% of the shares of
any class of equity securities of the Corporation owned by persons other than
the MHC. In the event that stock is acquired in violation of this 10%
limitation, the excess shares will no longer be counted in determining the
total number of outstanding shares for purposes of any matter involving
stockholder action.


          The
following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:


	
  

 	
  

 	
  

 
	
 TEN COM

 	
 -

 	
 as tenants
 in common

 
	
  

 	
  

 	
  

 
	
 TEN ENT

 	
 -

 	
 as tenants
 by the entireties

 
	
  

 	
  

 	
  

 
	
 JT TEN

 	
 -

 	
 as joint
 tenants with right of survivorship and not as tenants in common

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 UNIF GIFT
 MIN ACT - 

 	_______________________________

 	
  Custodian 

 	
________________________


 	
  under

 	
  

 
	
  

 	
 (Cust)

 	
  

 	
 (Minor)

 	
  

 	
  

 
	
 Uniform Gifts to Minors Act
 _______________________

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (State)

 	
  

 	
  

 



Additional
abbreviations may also be used though not in the above list.







          For
value received, ______________________ hereby sell, assign and transfer unto


PLEASE INSERT
SOCIAL SECURITY OR OTHER

TAXPAYER IDENTIFYING NUMBER OF ASSIGNEE


PLEASE INSERT
SOCIAL SECURITY OR OTHER

TAXPAYER IDENTIFYING NUMBER OF ASSIGNEE


 
 


	
  

 	
  

 
	
 



 	
  

 
	
 (Please
 print or typewrite name and address including postal zip code of assignee)

 
	
  

 	
  

 
	
  

 	
  

 
	
 



 	
  

 
	
 



 	
  

 
	
 



 	
  

 



_____________shares
of Common Stock represented by this Certificate, and do hereby irrevocably
constitute and appoint _______________ as Attorney, to transfer the said shares
on the books of the within named Corporation, with full power of substitution.


Dated
_____________, ____________


	
  

 	
  

 
	
  

 	
 



 
	
  

 	
 Signature

 
	
  

 	
  

 
	
  

 	
 



 
	
  

 	
 Signature

 



NOTICE:
The signature(s) to this assignment must correspond with the name(s) as written
upon the face of this Certificate in every particular, without alteration or
enlargement, or any change whatever. The signature(s) should be guaranteed by
an eligible guarantor institution (bank, stockbroker, savings and loan
association or credit union) with membership in an approved signature medallion
program, pursuant to S.E.C. Rule 17Ad-15.