exhibit10-10.htm


    
      
        
          

        

      

      EXHIBIT
10.10

       

    

    AMENDED
AND RESTATED

    MALVERN
FEDERAL SAVINGS BANK

    SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN AGREEMENT

     

     
            THIS AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (the “Agreement”) by and
between Malvern Federal Savings Bank (the “Bank”), a federally-chartered savings
bank located in Paoli, Pennsylvania, and WILLIAM E. HUGHES, JR. (the
“Executive”), intending to be legally bound hereby, is adopted effective as of
December 16, 2008.

     

        
         WHEREAS, 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;

     

           
      WHEREAS, the Executive entered into a
Supplemental Executive Retirement Plan Agreement with the Bank dated as of
September 20, 2004 (the “Prior Agreement”), which Prior Agreement was amended as
of September 28, 2006 for the purpose of bringing the Prior Agreement into
compliance with the proposed regulations issued under Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”); and

     

             
    WHEREAS, the Bank wishes to amend and restate the
Prior Agreement in order to comply with the final regulations issued under
Section 409A of the Code in April 2007.

     

                 
NOW, THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration, the receipt and acceptance of which are hereby
acknowledged, the Executive and the Bank hereby agree as follows:

     

    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 a change in the ownership of the Company or the Bank, a
      change in the effective control of the Company or the Bank, or a change in
      the ownership of a substantial portion of the assets of the Company or the
      Bank, in each case as provided under Section 409A of the Code and the
      regulations thereunder, provided, however, that neither any second-step
      conversion and reorganization in which Malvern Federal Mutual Holding
      Company (the “MHC”) ceases to exist nor any increase in the ownership of
      the Company by the MHC shall be deemed to be a Change in
      Control.

            
	 
      	 
      
	
              1.4

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

            
	 
      	 
      
	
              1.5

            	
              “Company” means Malvern
      Federal Bancorp, Inc., the mid-tier stock holding company of the
      Bank.

            
	 
      	 
      
	
              1.6

            	
              “Disability” means the
      Executive (i) is unable to engage in any substantial gainful activity by
      reason of any medically determinable physical or mental impairment which
      can be expected to result in death or can be expected to last for a
      continuous period of not less than twelve (12) months, or (ii) is, by
      reason of any medically determinable physical or mental impairment which
      can be expected to result in death or can be expected to last for a
      continuous period of not less than 12 months, receiving income replacement
      benefits for a period of not less than three months under an accident and
      health plan covering employees of the Bank (or would have been had the
      Executive been eligible to participate in such
  plan).

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              1.7

            	
              “Early Termination” means the
      Executive’s Separation from Service before Normal Retirement Age for any
      reason other than death, Disability, Termination for Cause or following a
      Change in Control.

            
	 
      	 
      	 
      
	
              1.8

            	
              “Effective Date” means April 1,
      2004.

            
	 
      	 
      	 
      
	
              1.9

            	
              “Normal Retirement Age”
      means the Executive’s 65th
      birthday.

            
	 
      	 
      	 
      
	
              1.10

            	
              “Normal Retirement Date”
      means the later of the Normal Retirement Age or a Separation from
      Service after reaching Normal Retirement Age.

            
	 
      	 
      	 
      
	
              1.11

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

            
	 
      	 
      	 
      
	
              1.12

            	
              “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.

            
	 
      	 
      	 
      
	
              1.13

            	
              “Separation from
      Service” means a termination of the Executive’s services (whether
      as an employee or as an independent contractor) to the Bank (including
      companies which are deemed to be part of a controlled group of
      corporations with the Bank for purposes of Treas. Reg. §1.409A-1(h)) for
      any reason. Whether a Separation from Service has occurred shall be
      determined in accordance with the requirements of Section 409A of the Code
      based on whether the facts and circumstances indicate that the Bank and
      the Executive reasonably anticipated that no further services would be
      performed after a certain date or that the level of bona fide services the
      Executive would perform after such date (whether as an employee or as an
      independent contractor) would permanently decrease to no more than twenty
      percent (20%) of the average level of bona fide services performed
      (whether as an employee or an independent contractor) over the immediately
      preceding thirty-six (36) month period.

            
	 
      	 
      	 
      
	
              1.14

            	
              “Specified
      Employee” means a key
      employee as defined in Section 416(i) of the Code (without regard to
      Section 416(i)(5) of the Code) and as otherwise defined in Section 409A of
      the Code and the regulations thereunder.

            
	 
      	 
      	 
      
	
              Article
      2

            
	
              Benefits
      During Lifetime

            
	 
      	 
      	 
      
	
              2.1

            	
              Normal Retirement
      Benefit. Upon the Executive’s Separation from Service on or after
      the Normal Retirement Age for any reason 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 FORTY FIVE
      THOUSAND DOLLARS ($45,000). 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) the Separation from
      Service.

            
	 
      	 
      	 
      
	 
      	
              2.1.2

            	
              Payment of
      Benefit. Subject to Section 2.5 hereof, if applicable, 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

        
          

        

      

      
         


      

    

    


    
      	 
      	
              2.2.1

            	
              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. Subject to Section 2.5 hereof, if applicable, the Bank
      shall pay the annual benefit to the Executive in twelve (12) equal monthly
      installments commencing within ninety (90) days following the Early
      Termination, 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 the Executive’s Separation from Service 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 the Separation from Service due to
      Disability 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
      Separation from Service before Normal Retirement Age for any reason other
      than death or Disability, the Bank shall pay to the Executive 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 ended
      immediately prior to the date on which the Separation from Service
      occurs.

            
	 
      	 
      	 
      
	 
      	
              2.4.2

            	
              Payment of
      Benefit. Subject to Section 2.5 hereof, if applicable, the Bank
      shall pay the annual benefit to the Executive in twelve (12) equal monthly
      installments commencing within ninety (90) days following the Separation
      from Service, and payable on the first of each month thereafter. The
      annual benefit shall be paid to the Executive for fifteen (15)
      years.

            
	 
      	 
      	 
      
	
              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
      the time of Separation from Service (for any reason other than death or
      Disability) under such procedures as established by the Bank in accordance
      with Section 409A of the Code, benefit distributions that are made as a
      result of the Separation from Service may not commence earlier than six
      (6) months after the date of such Separation from Service. 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 Separation from Service shall be
      accumulated and paid to the Executive in a lump sum on the first day of
      the seventh month following the Separation from 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 Executive’s income as a result of the failure of
      this Agreement 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,
      provided, however, that the amount of the distribution shall not exceed
      the amount required to be included in income as a result of the failure to
      comply with the requirements of Section 409A of the Code and the
      regulations issued thereunder.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      	
              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. Any
      change in the form or timing of the payment upon death shall not take
      effect until at least 12 months after the Election Form is submitted by
      the Executive and accepted by the Plan Administrator. 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 dollars ($50,000), the Bank shall 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
      Separation from Service But Before Benefits Commence. If the
      Executive is entitled to benefits under this Agreement but dies prior to
      the commencement of said benefits, the Bank shall pay to the Beneficiary
      the same benefits, in the same manner, that 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
      designated 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 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

        
          

        

      

      
         


      

    

    


    
      	
              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 pursuant to this
      Agreement, either alone or together with other payments and benefits which
      the Executive has the right to receive from the Bank and the Company,
      would constitute a “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 amount of each of
      the payments pursuant to this Agreement shall be reduced by the minimum
      amount necessary to result in (i) no portion of the payments under this
      Agreement being non-deductible to the Bank or the Company 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 or
      the Company under or pursuant to such banking regulations. All amounts
      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 amounts 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.

            
	 
      	 
      
	
              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 for a period of
      five years after payment of benefits has commenced, 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):

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	 
      	
              (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 Executive’s Separation from 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 the Executive’s Separation from 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 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 Executive’s Separation from Service;

            
	 
      	 
      	 
      
	 
      	
              (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 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.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    
      	 
      	
              5.4.3

            	
              Change in
      Control. The non-compete provision detailed in Section 5.4 hereof
      shall not be enforceable or applicable 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 the Prior 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 expects to
      render its 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
      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.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      	 
      	
              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. If
      the Plan Administrator denies part or all of the claim, 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 Agreement 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

    
      	 
      	 
      	 
      
	
              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 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. Under no circumstances may the Agreement permit
      the acceleration of the time or form of any payment under the Agreement
      prior to the payment events specified herein, except as provided in this
      Section 7.3. The Bank may, in its discretion, elect to terminate the
      Agreement in any of the following three circumstances and accelerate the
      payment of the entire unpaid balance of the Executive’s vested benefits as
      of the date of such payment in accordance with Section 409A of the Code,
      provided that in each case the action taken complies with the applicable
      requirements set forth in Treasury Regulation
      §1.409A-3(j)(4)(ix):

            
	 
      	 
      	 
      
	 
      	
              (a)

            	
              the
      Agreement is irrevocably terminated within the 30 days preceding a Change
      in Control and (1) all arrangements sponsored by the Company and the Bank
      and any successors immediately following the Change in Control that would
      be aggregated with the Agreement under Treasury Regulation §1.409A-1(c)(2)
      are terminated with respect to each participant that experienced the
      Change in Control event, and (2) the Executive and all participants under
      the other aggregated arrangements receive all of their benefits under the
      terminated arrangements within 12 months of the date that all necessary
      action to irrevocably terminate the Agreement and the other aggregated
      arrangements is taken;

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    
      	 
      	
              (b)

            	
              the
      Agreement is irrevocably terminated at a time that is not proximate to a
      downturn in the financial health of the Company or the Bank and (1) all
      arrangements sponsored by the Company and the Bank that would be
      aggregated with the Agreement under Treasury Regulation §1.409A-1(c) if
      the Executive participated in such arrangements are terminated, (2) no
      payments are made within 12 months of the date the Company and the Bank
      take all necessary action to irrevocably terminate the arrangements, other
      than payments that would be payable under the terms of the arrangements if
      the termination had not occurred; (3) all payments are made within 24
      months of the date the Company and the Bank take all necessary action to
      irrevocably terminate the arrangements; and (4) neither the Company nor
      the Bank adopts a new arrangement that would be aggregated with the
      Agreement under Treasury Regulation §1.409A-1(c) if the Executive
      participated in both arrangements, at any time within three years
      following the date the Company and the Bank take all necessary action to
      irrevocably terminate the Agreement; or

            
	 
      	 
      	 
      
	 
      	
              (c)

            	
              the
      Agreement is terminated within 12 months of a corporate dissolution taxed
      under Section 331 of the Code, or with the approval of a bankruptcy court
      pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred by
      the Executive under the Agreement are included in the Executive’s gross
      income in the later of (1) the calendar year in which the termination of
      the Agreement occurs, or (2) the first calendar year in which the payment
      is administratively practicable.

            


    

     

    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 Directors, 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.

            
	 
      	 
      
	
              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 Separation from Service 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.

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    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. All prior agreements between the Bank and
      the Executive with respect to the matters agreed to herein are hereby
      superseded and shall have no force or effect, including but not limited to
      the Prior Agreement.

            
	 
      	 
      
	
              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.

            
	 
      	 
      
	
              9.6

            	
              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:

            	
              William
      E. Hughes, Jr.

            
	 
      	 
      	
              At
      the address last appearing on the

            
	 
      	 
      	
              personnel
      records of the Bank

            


    

     

    
      	
              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.

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    
      	 
      	 
      
	
              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, including 12 C.F.R. Part
      359.

            
	 
      	 
      
	
              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 Agreement 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.

            


    

     

    [signature
page follows]


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

                IN WITNESS WHEREOF, the Executive and a duly
authorized officer of the Bank have signed this Agreement as of the date first
written above.

    
      	
            	 
      	 
      
	
              
                EXECUTIVE:

              

            	 
      	
              MALVERN
      FEDERAL SAVINGS BANK

            
	 
      	 
      	 
      
	/s/
      William E. Hughes, Jr.  	 
      	
              By:
        

            	/s/
      Ronald Anderson  	 
      
	
              
                William
      E. Hughes, Jr.

              

            	 
      	
                      
      Ronald Anderson, President and

            
	 
      	 
      	
                     
                 Chief
      Executive Officer

            


    

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    
      

       

      
        Supplemental
Executive Retirement Plan-Schedule A 

        
          

        

         

        
          Executive:
William Hughes

           

        

      

      
        	 	
                Period

                Ending

                Sep
      of

              	 	
                Age

              	 	 	
                Accrued

                Liability

              	 	 	
                %
      Vested

                in
      Accrued

                Liability

              	 	 	
                Value

                of
      Vested

                Benefit

              	 	 	
                Value
      as a %

                of
      Potential

                Final
      Value

              	 	 	
                
                

                Termination

                For
      Cause

              	 	 	
                Early
      Termination

                Annual
      Benefit

                (1)

              	 	 	
                Disability

                Annual
      Benefit

                 (2)

              	 	 	
                Change
      in Control

                Annual
      Benefit

                (3)

              	 	 	
                Preretirement
      Lump
      

                Sum
      Death Benefit

                 (4)

              	 
	 	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	
                4/2004

              	 	
                46

              	 	 	$	0	 	 	100.00	%	 	$	0	 	 	0.00	%	 	$	0	 	 	$	0	 	 	$	0	 	 	$	21,997	 	 	$	218,308	 
	 	
                2004

              	 	
                47

              	 	 	$	6,797	 	 	100.00
      	%	 	$	6,797	 	 	1.52
      	%	 	$	0	 	 	$	685	 	 	$	1,981	 	 	$	22,432	 	 	$	222,632	 
	 	
                2005

              	 	
                48

              	 	 	$	21,017	 	 	100.00
      	%	 	$	21,017	 	 	4.71
      	%	 	$	0	 	 	$	2,118	 	 	$	5,771	 	 	$	23,329	 	 	$	231,537	 
	 	
                2006

              	 	
                49

              	 	 	$	36,115	 	 	100.00
      	%	 	$	36,115	 	 	8.09
      	%	 	$	0	 	 	$	3,639	 	 	$	9,340	 	 	$	24,263	 	 	$	240,798	 
	 	
                2007

              	 	
                50

              	 	 	$	52,143	 	 	100.00
      	%	 	$	52,143	 	 	11.68
      	%	 	$	0	 	 	$	5,254	 	 	$	12,702	 	 	$	25,233	 	 	$	250,430	 
	 	
                2008

              	 	
                51

              	 	 	$	69,160	 	 	100.00
      	%	 	$	69,160	 	 	15.49
      	%	 	$	0	 	 	$	6,969	 	 	$	15,869	 	 	$	26,242	 	 	$	260,447	 
	 	
                2009

              	 	
                52

              	 	 	$	87,227	 	 	100.00
      	%	 	$	87,227	 	 	19.53
      	%	 	$	0	 	 	$	8,789	 	 	$	18,851	 	 	$	27,292	 	 	$	270,865	 
	 	
                2010

              	 	
                53

              	 	 	$	106,408	 	 	100.00
      	%	 	$	106,408	 	 	23.83
      	%	 	$	0	 	 	$	10,722	 	 	$	21,661	 	 	$	28,384	 	 	$	281,700	 
	 	
                2011

              	 	
                54

              	 	 	$	126,772	 	 	100.00
      	%	 	$	126,772	 	 	28.39
      	%	 	$	0	 	 	$	12,773	 	 	$	24,307	 	 	$	29,519	 	 	$	292,968	 
	 	
                2012

              	 	
                55

              	 	 	$	148,392	 	 	100.00
      	%	 	$	148,392	 	 	33.23
      	%	 	$	0	 	 	$	14,952	 	 	$	26,799	 	 	$	30,700	 	 	$	304,687	 
	 	
                2013

              	 	
                56

              	 	 	$	171,345	 	 	100.00
      	%	 	$	171,345	 	 	38.37
      	%	 	$	0	 	 	$	17,265	 	 	$	29,147	 	 	$	31,928	 	 	$	316,874	 
	 	
                2014

              	 	
                57

              	
                 

              	 	$	195,714	 	 	100.00
      	%	 	$	195,714	 	 	43.82
      	%	 	$	0	 	 	$	19,720	 	 	$	31,358	 	 	$	33,205	 	 	$	329,549	 
	 	
                2015

              	 	
                58

              	 	 	$	221,586	 	 	100.00
      	%	 	$	221,586	 	 	49.62
      	%	 	$	0	 	 	$	22,327	 	 	$	33,441	 	 	$	34,533	 	 	$	342,731	 
	 	
                2016

              	 	
                59

              	 	 	$	249,054	 	 	100.00
      	%	 	$	249,054	 	 	55.77
      	%	 	$	0	 	 	$	25,094	 	 	$	35,403	 	 	$	35,915	 	 	$	356,440	 
	 	
                2017

              	 	
                60

              	 	 	$	278,216	 	 	100.00
      	%	 	$	278,216	 	 	62.30
      	%	 	$	0	 	 	$	28,033	 	 	$	37,251	 	 	$	37,351	 	 	$	370,698	 
	 	
                2018

              	 	
                61

              	 	 	$	309,177	 	 	100.00
      	%	 	$	309,177	 	 	69.23
      	%	 	$	0	 	 	$	31,152	 	 	$	38,991	 	 	$	38,845	 	 	$	385,526	 
	 	
                2019

              	 	
                62

              	 	 	$	342,047	 	 	100.00
      	%	 	$	342,047	 	 	76.59
      	%	 	$	0	 	 	$	34,464	 	 	$	40,630	 	 	$	40,399	 	 	$	400,947	 
	 	
                2020

              	 	
                63

              	 	 	$	376,945	 	 	100.00
      	%	 	$	376,945	 	 	84.40
      	%	 	$	0	 	 	$	37,981	 	 	$	42,174	 	 	$	42,015	 	 	$	416,985	 
	 	
                2021

              	 	
                64

              	 	 	$	413,995	 	 	100.00
      	%	 	$	413,995	 	 	92.70
      	%	 	$	0	 	 	$	41,714	 	 	$	43,629	 	 	$	43,696	 	 	$	433,664	 
	 	
                7/2022

              	 	
                65

              	 	 	$	446,610	 	 	100.00
      	%	 	$	446,610	 	 	100.00
      	%	 	$	0	 	 	$	45,000	 	 	$	45,000	 	 	$	45,000	 	 	$	446,610	 
	 	
                7/2023

              	 	
                66

              	 	 	$	462,241	 	 	100.00
      	%	 	$	462,241	 	 	103.50
      	%	 	$	0	 	 	$	46,575	 	 	$	46,575	 	 	$	46,575	 	 	$	462,241	 
	 	
                7/2024

              	 	
                67

              	 	 	$	478,420	 	 	100.00
      	%	 	$	478,420	 	 	107.12
      	%	 	$	0	 	 	$	48,205	 	 	$	48,205	 	 	$	48,205	 	 	$	478,420	 
	 	
                7/2025

              	 	
                68

              	 	 	$	495,165	 	 	100.00
      	%	 	$	495,165	 	 	110.87
      	%	 	$	0	 	 	$	49,892	 	 	$	49,892	 	 	$	49,892	 	 	$	495,165	 
	 	
                7/2026

              	 	
                69

              	 	 	$	512,495	 	 	100.00
      	%	 	$	512,495	 	 	114.75
      	%	 	$	0	 	 	$	51,639	 	 	$	51,639	 	 	$	51,639	 	 	$	512,495	 
	 	
                7/2027

              	 	
                70

              	 	 	$	530,433	 	 	100.00
      	%	 	$	530,433	 	 	118.77
      	%	 	$	0	 	 	$	53,446	 	 	$	53,446	 	 	$	53,446	 	 	$	530,433	 


      

       

      
        	
                Explanation:

              	
                In
      each case, the benefit is based on the year-end amount listed immediately
      prior to date termination of employment occurs. The benefits are payable
      as stated below:

              
	 
      	 
      	 
      
	
                (1)

              	 
      	
                Payments
      commence at termination of employment and are payable to the officer or
      the officer’s beneficiary in equal monthly installments for 15
      years.

              
	 
      	 
      	 
      
	
                (2)

              	 
      	
                Payments
      commence at normal retirement age and are payable to the officer or the
      officer’s beneficiary in equal monthly installments for 15
      years.

              
	 
      	 
      	 
      
	
                (3)

              	 
      	
                Payments
      commence at termination of employment and are payable to the officer or
      the officer’s beneficiary in equal monthly installments for 15
      years.

              
	 
      	 
      	 
      
	 
      	 
      	
                The
      amounts are computed by determining the present value of the projected
      annual retirement benefit using a 4.00% discount rate. 4.00% was used
      since this is the rate used to project salary
increases.

              
	 
      	 
      	 
      
	
                (4)

              	 
      	
                The
      listed amounts represent the lump sum value at death. Distributions will
      be made as elected by the officer (lump sum or annuitized over 60, 120, or
      180 months).

              
	 
      	 
      	 
      
	 
      	 
      	
                The
      amounts are computed by determining the present value of the total
      projected annual retirement benefits using a 4.00% discount rate. 4.00%
      was used since this is the rate used to project salary
      increases.

              
	 
      	 
      	 
      
	
                Note:

              	 
      	
                The
      Accrued Liability balance is based on the accruals required under
      Generally Accepted Accounting Principles (GAAP). It is based on a plan
      commencement date of April 1, 2004, the interest method of accounting, and
      a 6.00% discount rate, compounded monthly. In event the officer works for
      the company beyond the age of 65, the annual SERP benefit will be
      increased by 3.50% per year from age 66 through age
  70.