FORM OF

	
EXHIBIT 10.1


	
MALVERN FEDERAL SAVINGS BANK

	
 


	
Supplemental Executive Retirement Plan Agreement 

	
 








          THIS
SUPPLEMENTAL EXECUTIVE 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 “Executive”), intending to be legally
bound hereby. 


          The
purpose of this Agreement is to provide specified benefits to the Executive, a
member of a select group of management or highly compensated employees who
contribute materially to the continued growth, development and future business
success of the Bank. This Agreement shall be unfunded for tax purposes and for
purposes of Title I of the Employee Retirement Income Security Act of 1974
(“ERISA”), as amended from time to time. 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 Executive, entitled to benefits, if any, upon the
 death of the Executive determined pursuant to Article 4.


	
 

	
 


	
1.2

	
“Beneficiary Designation Form” means the
 form established from time to time by the Plan Administrator that the
 Executive 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
 of the Bank or, in the case where










	
 


	
FORM OF 


	
MALVERN FEDERAL SAVINGS BANK 


	
Supplemental Executive Retirement Plan Agreement








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 Executive;
 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) Executive’s employment 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
Executive’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 employees and covering the
Executive, or by the Social Security Administration, to be a disability
rendering the Executive totally and permanently disabled. The Executive 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 Employment 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
 Executive’s 65th birthday.


	
 

	
 


	
1.9

	
“Normal Retirement Date” means the later of
 the Normal Retirement Age or Termination of Employment.


	
 

	
 


	
1.10

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


	
 

	
 


	
1.11

	
“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 and end on
 September 30, 2004.


	
 

	
 


	
1.12

	
“Termination of Employment” means that the
 Executive ceases to be employed by the Bank for any reason whatsoever other
 than by reason of a leave of absence, which is approved by the Bank. For





2






	
 


	
FORM OF


	
MALVERN FEDERAL SAVINGS BANK


	
Supplemental Executive Retirement Plan Agreement











	
 

	
 


	
 

	
purposes of
 this Agreement, if there is a dispute over the employment status of the
 Executive or the date of the Executive’s Termination of Employment, the Bank
 shall have the sole and absolute right to decide the dispute. 





Article 2

Benefits During Lifetime


	
 

	
 

	
 


	
2.1

	
Normal
Retirement Benefit. Upon Termination of Employment
on or after the Normal Retirement Age for reasons other than death, the Bank
shall pay to the Executive 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 ________________ ($______). If the Executive continues in the employ of
 the Bank beyond Normal Retirement Age, the amount above shall be increased 3.5% for each completed twelve-month
 period between Normal Retirement Age and the earlier of (i) age seventy (70)
 or (ii) Termination of Employment.


	
 

	
 

	
 


	
 

	
2.1.2

	
Payment of
 Benefit. The Bank shall pay the annual benefit to
 the Executive in twelve (12) equal monthly installments commencing within
 ninety (90) days following the Executive’s Normal Retirement Date, and payable
 on the first of each month thereafter. The annual benefit shall be paid to
 the Executive for fifteen (15) years. 


	
 

	
 

	
 


	
2.2

	
Early
 Termination Benefit. Upon Early Termination, the
 Bank shall pay to the Executive 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 ended immediately prior to the date on which Early Termination occurs.
 This benefit is determined by vesting the Executive 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 Executive in twelve (12) equal monthly installments commencing within
 ninety (90) days following Termination of Employment, and payable on the
 first of each month thereafter. The annual benefit shall be paid to the
 Executive for fifteen (15) years. 


	
 

	
 

	
 


	
2.3

	
Disability
 Benefit. Upon Termination of Employment due to
 Disability prior to Normal Retirement Age, the Bank shall pay to the
 Executive 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
 ended immediately prior to the date on which Termination of Employment
 occurs. This benefit is determined by vesting the Executive in one hundred
 percent (100%) of the Accrual Balance. 


	
 

	
 

	
 


	
 

	
2.3.2

	
Payment of
 Benefit. The Bank shall pay the annual benefit to
 the Executive in twelve (12) equal monthly installments commencing with the
 month following Normal Retirement Age and payable on the first of each month
 thereafter. The annual benefit shall be paid to the Executive for fifteen
 (15) years. 


	
 

	
 

	
 


	
2.4

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





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FORM OF 


	
MALVERN FEDERAL SAVINGS BANK 


	
Supplemental Executive Retirement Plan Agreement











	
 

	
 

	
 


	
 

	
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 ended immediately prior to the date on which Termination of Employment
 occurs. 


	
 

	
 

	
 


	
 

	
2.4.2

	
Payment of
 Benefit. The Bank shall pay the annual benefit to
 the Executive in twelve (12) equal monthly installments commencing within
 ninety (90) days following Termination of Employment, and payable on the
 first of each month thereafter. The annual benefit shall be paid to the
 Executive for fifteen (15) years. 





Article 3

Death Benefits


	
 

	
 

	
 


	
3.1

	
Death During
 Active Service. If the Executive 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 Executive’s death. 


	
 

	
 

	
 


	
 

	
3.1.2

	
Payment of Benefit.
 The Bank shall pay the benefit to the Beneficiary in the form elected by the
 Executive on the Election Form, attached hereto and made a part of this
 Agreement, commencing within ninety (90) days following receipt by the Bank
 of the Executive’s death certificate. If the Executive 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 Executive’s death, plus two percent (2%), compounded monthly.
 Notwithstanding any election by the Executive 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 Executive 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
 Executive had the Executive survived. 


	
 

	
 

	
 


	
3.3

	
Death
 Following Termination of Employment But Before Benefits Commence.
 If the Executive 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 Executive had
 the Executive survived; however, said benefit payments will commence within
 ninety (90) days of the Executive’s death. 





Article 4

Beneficiaries


	
 

	
 

	
 


	
4.1

	
Beneficiary
 Designation. The Executive 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 Executive. 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
 Executive participates.


	
 

	
 

	
 


	
4.2

	
Beneficiary
 Designation: Change. The Executive shall designate a
 Beneficiary by completing and signing the Beneficiary Designation Form, and
 delivering it to the Plan Administrator or its designated agent. The
 Executive’s Beneficiary designation shall be deemed automatically revoked if
 the Beneficiary predeceases the Executive or if the Executive names a spouse
 as Beneficiary and the marriage is 





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FORM OF 


	
MALVERN FEDERAL SAVINGS BANK 


	
Supplemental Executive Retirement Plan Agreement 









	
 

	
 

	
 


	
 

	
subsequently
 dissolved. The Executive 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 Executive and accepted by
 the Plan Administrator prior to the Executive’s death. 


	
 

	
 

	
 


	
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 Executive dies
 without a valid beneficiary designation, or if all designated Beneficiaries
 predecease the Executive, then the Executive’s spouse shall be the designated
 Beneficiary. If the Executive has no surviving spouse, the benefits shall be
 made to the personal representative of the Executive’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 Executive and the Executive’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 Executive 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’ Executive 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 terminate the Executive’s employment for cause.
 Termination of the Executive’s employment 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 Executive’s part shall be considered “willful” unless
 done, or omitted to be done, by the Executive not in good faith and without
 reasonable belief that the Executive’s action or omission was in the best
 interest of the Bank. 





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FORM OF 


	
MALVERN FEDERAL SAVINGS BANK 


	
Supplemental Executive Retirement Plan Agreement 












	
 

	
 

	
 


	
5.3

	
Removal.
 Notwithstanding any provision of this Agreement to the contrary, the Bank
 shall not pay any benefit under this Agreement if the Executive 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 Executive shall forfeit any unpaid
 benefits under this Agreement if during the term of this Agreement, and
 before all benefits have been paid, the Executive, directly or indirectly,
 either as an individual or as a proprietor, stockholder, partner, officer,
 director, employee, agent, 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 Executive’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 Executive’s employment; 


	
 

	
 

	
 


	
 

	
(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 Executive’s employment; 


	
 

	
 

	
 


	
 

	
(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 Executive or the
 Bank, to the knowledge of the Executive 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 Executive’s employment; 


	
 

	
 

	
 


	
 

	
(v)

	
divulges, discloses,
 or communicates to others in any manner whatsoever, any confidential
 information of the Bank, to the knowledge of the Executive, 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 Executive. 


	
 

	
 

	
 


	
 

	
5.4.1

	
Judicial
Remedies. In the event of a breach or threatened
breach by the Executive of any provision of these restrictions, the Executive
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
Executive consents to the Bank’s entitlement to such ex parte, preliminary,
interlocutory, temporary or permanent  





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FORM OF 


	
MALVERN FEDERAL SAVINGS BANK 


	
Supplemental Executive Retirement Plan Agreement 










	
 

	
 

	
 


	
 

	
 

	
injunctive,
 or any other equitable relief, protecting and fully enforcing the Bank’s
 rights hereunder and preventing the Executive from further breaching any of
 his obligations set forth herein. The Executive 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
 Executive. The Executive expressly acknowledges and 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 Executive’s employment 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
 Executive 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 Executive 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. An Executive 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
 reasons 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 





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FORM OF 


	
MALVERN FEDERAL SAVINGS BANK 


	
Supplemental Executive Retirement Plan Agreement 












	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
claimant to
 perfect the claim and an explanation of why it is needed,


	
 

	
 

	
6.1.3.4 

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


	
 

	
 

	
6.1.3.5 

	
A statement of the claimant’s
 right to bring a civil action under ERISA Section 502(a) following an adverse
 benefit determination on review.


	
 

	
 

	
 

	
 


	
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:


	
 

	
 

	
 

	
 


	
 

	
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 (as
 defined in applicable ERISA regulations) 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,
 


	
 

	
 

	
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 (as
 defined in applicable ERISA regulations) to the claimant’s claim for
 benefits, and 


	
 

	
 

	
6.2.5.4

	
A statement of
 the claimant’s right to bring a civil action under ERISA Section 502(a). 





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
Executive and such officer or officers as may be specifically designated by the
Board of Directors of the Bank to sign on their behalf. 


8






	
 

	
 

	
 


	
FORM OF 


	
MALVERN FEDERAL SAVINGS BANK 


	
Supplemental Executive Retirement Plan Agreement 









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 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. 


	
 

	
 


	
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. 


	
 

	
 


	
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 Employment of the
 Executive, and such other pertinent information as the Plan Administrator may
 reasonably require. 


	
 

	
 


	
8.6

	
Annual
 Statement. The Plan Administrator shall provide to
 the Executive, 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 Executive 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 Executive as to the subject matter hereof.
 No rights are granted to the Executive 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 Executive may have with the Bank. 


	
 

	
 


	
9.5

	
No Guarantee
 of Employment. This Agreement is not an employment
 policy or contract. It does not give the Executive the right to remain an
 employee of the Bank, nor does it interfere with the Bank’s right to
 discharge the Executive. It also does not require the Executive to remain an
 employee nor interfere with the Executive’s right to terminate employment at
 any time. 





9






	
 

	
 

	
 


	
FORM OF 


	
MALVERN FEDERAL SAVINGS BANK 


	
Supplemental Executive Retirement Plan Agreement










	
 

	
 


	
 

	
 


	
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


	
 

	
 

	
 

	
 


	
 

	
To the
 Executive:


	
 

	




	
 

	
 

	
 

	



	
 

	
 

	
 

	









	
 

	
 


	
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 Executive 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 Executive 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 of 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 Executive 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. 





10






	
 

	
 

	
 


	
FORM OF 


	
MALVERN FEDERAL SAVINGS BANK 


	
Supplemental Executive Retirement Plan Agreement










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


	
 

	
 

	
 

	
 

	
 


	
EXECUTIVE:

	
 

	
BANK:


	
 

	
 

	
MALVERN FEDERAL SAVINGS BANK


	
 

	
 

	
 


	
 

	
 

	
By

	 	 
	


	
 

	
 

	



	
 

	
 

	
Title

	 
	
 

	
 

	
 

	
 

	






11