Form of Employment Agreement to be entered into between the Registrant and
      John L. Garlanger


    Exhibit
      10.3

     

    FORM
      OF EXECUTIVE EMPLOYMENT AGREEMENT
       

    

    THIS
      AGREEMENT, made and entered into as of _________ __, 2006 (the
“Effective
      Date”),
      by
      and among Mutual Federal Bancorp, Inc. (hereinafter referred to as “MFB”),
      Mutual Federal Savings and Loan Association of Chicago (the “Bank”
or
      “Employer”),
      and
      John L. Garlanger (hereinafter called the “Executive”).

     

    W
      I
      TNESSETH  THAT:

     

    WHEREAS, the
      Bank
      desires to continue to employ the Executive as Executive Vice President and
      Chief Financial Officer of the Bank, and the Executive desires to continue
      in
      such employment;

     

    NOW,
      THEREFORE, in consideration of the mutual promises herein contained and subject
      to the conditions precedent set forth herein, the parties agree as
      follows:

     

    1. Employment
      and Term.

     

    (a) Employment.
      The
      Bank shall employ the Executive as the Executive Vice President and Chief
      Financial Officer of the Bank, and the Executive shall so serve, for the term
      set forth in Paragraph 1(b).

     

    (b) Term.
      The
      Executive’s employment under this Agreement shall commence on the Effective Date
      and extend through _________ __, 2008, subject to the extension of such
      term as hereinafter provided and subject to earlier termination as provided
      in
      Paragraph 7. The term of this Agreement shall automatically be extended for
      an additional
      year as of __________ __, 2007 and each anniversary date thereof unless, no
      later than ninety (90) days prior to any such renewal date, the board of
      directors of the Bank (the “Board”),
      or a
      duly authorized committee thereof, on behalf of the Bank, or the Executive
      gives
      written notice to the other, in accordance with Paragraph 14, that the term
      of this Agreement shall not be so extended. In this regard, the Board will
      review the Agreement and the Executive’s performance annually for purposes of
      determining whether to extend the Agreement, and the results thereof shall
      be
      included in the minutes of the Board’s meeting.

     

    2. Duties
      and Responsibilities.

     

    (a) The
      duties and responsibilities of the Executive shall be of an executive nature
      as
      shall be required by the Employer in the conduct of its business. The
      Executive’s powers and authority shall be as prescribed by the bylaws of the
      Employer, if applicable, and shall include all those presently delegated to
      the
      Executive, together with the performance of such other duties and
      responsibilities as the Chief Executive Officer of the Employer may from time
      to
      time assign to the Executive not inconsistent with the Executive’s position(s)
      with the Employer. The Executive recognizes, that during the period of the
      Executive’s employment hereunder, the Executive owes an undivided duty of
      loyalty to the Employer, and agrees to devote the Executive’s entire business
      time and attention to the performance of said duties and responsibilities and
      to
      use the Executive’s best efforts to promote and develop the business of the


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Employer.
      Recognizing and acknowledging that it is essential for the protection and
      enhancement of the name and business of the Employer and the goodwill pertaining
      thereto, the Executive shall perform his duties under this Agreement
      professionally, in accordance with the applicable laws, rules and regulations
      and such standards, policies and procedures established by the Employer and
      the
      industry from time to time. The Executive will not perform any duties for any
      other business without the prior written consent of the Employer, but may engage
      in charitable, civic or community activities, provided that such duties or
      activities do not materially interfere with the proper performance of the
      Executive’s duties under this Agreement.

     

    (b) Notwithstanding
      that this Agreement provides for the employment of the Executive in the
      Executive’s capacity as the Executive Vice President and Chief Financial Officer
      of the Bank, nothing herein contained shall assure the Executive of, nor in
      any
      manner shall be construed to constitute an agreement by the Employer to the
      continued employment of the Executive after the expiration or termination of
      this Agreement in such capacity or in any other capacity.

     

    3. Base
      Salary.
      For
      services performed by the Executive for the Employer pursuant to this Agreement
      during the period of employment as provided in Paragraph 1(b) hereof, the
      Employer shall pay the Executive a base salary at the rate of _________________
      dollars ($________) per year, payable in substantially equal installments in
      accordance with the Employer’s regular payroll practices. The Executive’s base
      salary (with any increases under this Paragraph 3) shall not be subject to
      reduction without the Executive’s written consent. Any compensation which may be
      paid to the Executive under any additional compensation or incentive plan of
      the
      Employer or which may be otherwise authorized from time to time by the Board
      (or
      an appropriate committee thereof) shall be in addition to the base salary to
      which the Executive shall be entitled under this Agreement. Executive’s base
      salary shall be subject to review from time to time, and the Employer may (but
      is not required to) increase the base salary as the Board, in its discretion,
      may determine.

     

    4. Annual
      Bonuses.
      For
      each fiscal year during the term of employment, the Executive shall be eligible
      to receive a bonus in the amount, if any, as may be determined from time to
      time
      by the Board in its discretion.

     

    5. Equity-Based
      Compensation.
      During
      the term of employment hereunder, the Executive shall be eligible to participate
      in any equity-based compensation plan or program adopted by the
      Employer.

     

    6. Other
      Benefits.
      In
      addition to the compensation described in Paragraphs 3, 4 and 5, above, the
      Executive shall also be entitled to the following:

     

    (a) Participation
      in Benefit Plans.
      The
      Executive shall be entitled to participate in such life insurance, disability,
      medical, dental, pension, profit sharing and retirement plans and other programs
      as may be made generally available from time to time by the Employer for the
      benefit of executives of the Executive’s level or its employees
      generally.

     

    
      
        
        

      

      
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    (b) Vacation.
      The
      Executive shall be entitled to such number of days of vacation with pay during
      each calendar year during the period of employment in accordance with the
      Employer’s applicable personnel policy as in effect from time to
      time.

     

    (c) Executive
      Perquisites.
      The
      Employer shall furnish Executive with such perquisites as are provided from
      time
      to time by the Employer to its officers generally and are suitable to the
      Executive’s position, adequate for the performance of the Executive’s duties
      hereunder, and reasonable in the circumstances.

     

    (d) Expense
      Reimbursement.
      The
      Employer shall reimburse the Executive for all reasonable expenses incurred
      by
      the Executive in performing services hereunder, which are incurred and accounted
      for in accordance with the Employer’s policies and procedures applicable
      thereto.

     

    7. Termination.
      The
      provisions of this Section 7 shall be subject to the terms and conditions
      stated in Section 15. The Board may terminate the Executive’s employment
      with the Bank at any time, but any termination by the Board, other than
      termination for Cause, shall not prejudice Executive’s right to compensation or
      other benefits under this Agreement. Executive shall not have the right to
      receive compensation or other benefits for any period after termination for
      Cause. Paragraph 8 hereof sets forth certain obligations of the Employer in
      the event that the Executive’s employment hereunder is terminated. Certain
      capitalized terms used in this Paragraph 7 and in Paragraph 8 hereof
      are defined in Paragraph 7(d), below. In the event of termination of the
      Executive’s employment with the Employer for any reason, or if the Executive is
      required by the Board, the Executive agrees to resign, and shall automatically
      be deemed to have resigned, from any offices (including any directorship) the
      Executive holds with the Employer and/or any of its affiliates effective as
      of
      the termination date of the Executive’s employment hereunder, or, if applicable,
      effective as of a date selected by the Board; provided, however, that the
      foregoing resignation shall not prejudice or otherwise affect the Executive’s
      rights and obligations, if any, under this Agreement.

     

    (a) Death
      or Disability.
      Except
      to the extent otherwise provided in Paragraphs 8, 11 and 12 with respect to
      certain post-Date of Termination obligations of the parties, this Agreement
      shall terminate immediately as of the Date of Termination in the event of the
      Executive’s death or in the event that the Executive becomes Disabled (as
      hereinafter defined). The Board shall promptly give the Executive written notice
      of any such determination of the Executive’s Disability and of any decision of
      the Board to terminate the Executive’s employment by reason thereof. In the
      event of Disability, until the Date of Termination, the base salary payable
      to
      the Executive under Paragraph 3 hereof shall be reduced dollar-for-dollar
      by the amount of disability benefits, if any, paid to the Executive in
      accordance with any disability policy or program of the Employer. 

     

    (b) Discharge
      for Cause.
      In
      accordance with the procedures hereinafter set forth, the Board may discharge
      the Executive from the Executive’s employment hereunder for Cause (as
      hereinafter defined). Except to the extent otherwise provided in
      Paragraphs 8, 11 and 12 with respect to certain post-Date of Termination
      obligations of the parties, this Agreement shall terminate immediately as of
      the
      Date of Termination in the event the Executive is discharged for Cause. Any
      discharge of the Executive for Cause shall be communicated by a 

     

    
      
        
        

      

      
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    Notice
      of
      Termination to the Executive given in accordance with Paragraph 14 of this
      Agreement.

     

    (c) Termination
      for Other Reasons.
      The
      Employer may discharge the Executive without Cause by giving written notice
      to
      the Executive in accordance with Paragraph 14. The Executive may resign
      from the Executive’s employment with or without Good Reason, without liability
      to the Employer, by giving written notice to the Employer in accordance with
      Paragraph 14 at least thirty (30) days prior to the Date of
      Termination; provided, however, that no resignation shall be treated as a
      resignation for Good Reason unless the written notice thereof is given within
      sixty (60) days after the occurrence which constitutes “Good Reason” or
      during the ninety (90) day period described in the final sentence of
      Paragraph 7(d)(vi); provided, further, that the Employer retains the right
      after proper notice of the Executive’s voluntary termination to require the
      Executive to cease the Executive’s employment immediately. Except to the extent
      otherwise provided in Paragraphs 8, 11 and 12 with respect to certain
      post-Date of Termination obligations of the parties, this Agreement shall
      terminate immediately as of the Date of Termination in the event the Executive
      is discharged without Cause or resigns for any reason or no reason.

     

    (d) Definitions.
      For
      purposes of this Agreement, the following capitalized terms shall have the
      meanings set forth below:

     

    (i) “Accrued
      Obligations”
shall
      mean, as of the Date of Termination, the sum of (A) the Executive’s base
      salary under Paragraph 3 through the Date of Termination to the extent not
      theretofore paid, (B) the amount of any deferred compensation and other
      cash compensation accrued by the Executive as of the Date of Termination to
      the
      extent not theretofore paid, (C) any vacation pay, expense reimbursements
      and other cash entitlements accrued by the Executive as of the Date of
      Termination to the extent not theretofore paid, (D) any grants and awards
      vested or accrued under any equity-based compensation plan or program and
      (E) all other benefits which have accrued as of the Date of Termination.
      For the purpose of this Paragraph 7(d)(i), except as provided in the
      applicable plan, program or policy, amounts shall be deemed to accrue ratably
      over the period during which they are earned, but no discretionary compensation
      shall be deemed earned or accrued until it is specifically approved by the
      Board
      in accordance with the applicable plan, program or policy.

     

    (ii) “Cause”
shall
      mean the Executive’s personal dishonesty, incompetence, 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 this agreement; provided, however, that
      no
      act or omission by the Executive shall constitute Cause hereunder unless the
      Employer has given detailed written notice thereof to the Executive, and the
      Executive has failed to remedy such act or omission.

     

    (iii) “Change
      in Control”
shall
      mean the occurrence of any one of the following events:

     

    
      
        
        

      

      
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    (A) Any
      “person” (as such term is used in Sections 13(d) and 14(d) of the
      Securities Exchange Act of 1934, as amended), other than a trustee or other
      fiduciary holding securities under an employee benefit plan of MFB or any of
      its
      subsidiaries, who is or becomes the “beneficial owner” (as defined in
      Rule 13d-3 under said Act), directly or indirectly, of securities of MFB
      representing 25% or more of the total voting power of the then outstanding
      shares of capital stock of MFB entitled to vote generally in the election of
      directors (the “Voting
      Stock”);
      provided, however, that the following shall not constitute a change in control:
      (1) the ownership of 25% or more of the Voting Stock by Mutual Federal
      Bancorp, MHC; (2) a person becomes a beneficial owner of 25% or more of the
      Voting Stock as the result of an acquisition of such Voting Stock directly
      from
      MFB; (3) a person becomes a beneficial owner of 25% or more of the Voting
      Stock as a result of the decrease in the number of outstanding shares of Voting
      Stock caused by the repurchase of shares by MFB; or (4) a person becomes a
      beneficial owner of 25% or more of the Voting Stock as the result of a
      transaction involving the second stage conversion of any holding company of
      the
      Bank, or

     

    (B) During
      any period of two consecutive years, individuals (the “Incumbent
      Board”),
      who
      at the beginning of such period constitute the Board, and any new director,
      whose election by the Board or nomination for election by MFB’s stockholders was
      approved by a vote of at least two-thirds (2/3) of the directors then still
      in
      office who either were directors at the beginning of the period or whose
      election or nomination for election was previously so approved, cease for any
      reason to constitute a majority thereof, or

     

    (C) Consummation
      of a reorganization, merger or consolidation or the sale or other disposition
      of
      all or substantially all of the assets of MFB (a “Business
      Combination”),
      in
      each case, unless (1) all or substantially all of the individuals and
      entities who were the beneficial owners, respectively, of the Voting Stock
      immediately prior to such Business Combination beneficially own, directly or
      indirectly, more than 50% of the total voting power represented by the voting
      securities entitled to vote generally in the election of directors of the
      corporation resulting from the Business Combination (including, without
      limitation, a corporation which as a result of the Business Combination owns
      MFB
      or all or substantially all of MFB’s assets either directly or through one or
      more subsidiaries) in substantially the same proportions as their ownership,
      immediately prior to the Business Combination of the Voting Stock of MFB, and
      (2) at least a majority of the members of the board of directors of the
      corporation resulting from the Business Combination were members of the
      Incumbent Board at the time of the execution of the initial agreement, or action
      of the Incumbent Board, providing for such Business Combination; or

     

    (D) Approval
      by the stockholders of MFB of a plan of complete liquidation or dissolution
      of
      MFB.

     

    
      
        
        

      

      
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    The
      Board
      has final authority to construe and interpret the provisions of the foregoing
      Paragraphs (A), (B), (C) and (D) and to determine the exact date on which a
      Change in Control has been deemed to have occurred thereunder.

     

    (iv) “Date
      of Termination”
shall
      mean (A) in the event of a discharge of the Executive for or without Cause,
      the date the Executive receives a Notice of Termination, or any later date
      specified in such Notice of Termination, as the case may be, (B) in the
      event of a resignation by the Executive, the date specified in the written
      notice to the Employer, which date shall be no less than thirty (30) days
      from the date of such written notice (or such earlier date as the Employer
      may
      elect in its sole discretion), (C) in the event of the Executive’s death,
      the date of the Executive’s death, and (D) in the event of termination of
      the Executive’s employment by reason of Disability pursuant to
      Paragraph 7(a), the date the Executive receives written notice of such
      termination.

     

    (v) “Disabled”
and
      “Disability”
shall
      mean that the Executive will be deemed to be disabled upon the earlier of
      (i) the end of a six (6) consecutive month period, or an aggregate period
      of nine (9) months out of any consecutive twelve (12) months, during
      which, by reason of physical or mental injury or disease, the Executive has
      been
      unable to perform substantially all of the Executive’s usual and customary
      duties under this Agreement or (ii) the date that a reputable physician
      selected by the Board, and as to whom the Executive has no reasonable objection,
      determines in writing that the Executive will, by reason of physical or mental
      injury or disease, be unable to perform substantially all of the Executive’s
      usual and customary duties under this Agreement for a period of at least six
      (6) consecutive months. If any question arises as to whether the Executive
      is Disabled, upon reasonable request therefore by the Board, the Executive
      shall
      submit to a reasonable medical examination for the purpose of determining the
      existence, nature and extent of any such disability. 

     

    (vi) “Good
      Reason”
shall
      mean the occurrence, other than in connection with a discharge, of any of the
      following without the Executive’s consent: (A) the Executive is not
      re-elected or is removed from the positions with the Employer set forth in
      Paragraph 1(a), other than as a result of the Executive’s election or
      appointment to positions of equal or superior scope and responsibility; or
      (B) the Executive shall fail to be vested by the Employer with the power
      and authority of any of said positions, excluding for this purpose any isolated
      action not taken in bad faith and which is remedied by the Employer promptly
      after receipt of written notice thereof given by the Executive in accordance
      with Paragraph 14; or (C) any failure by the Employer to materially
      comply with any of the provisions of this Agreement, other than any isolated,
      insubstantial and inadvertent failure not occurring in bad faith and which
      is
      remedied by the Employer promptly after receipt of written notice thereof given
      by the Executive in accordance with Paragraph 14; or (D) the Employer
      requiring the Executive to be based at an office or location which is more
      than
      forty (40) miles from any location of MFB, the Bank or any of their
      subsidiaries as of the Effective Date or any renewal date of the extended term
      of this Agreement. In addition, any termination by the Executive during the
      ninety (90) day period beginning on the first anniversary of the date of a
      Change in Control shall be deemed to be for “Good Reason.”

     

    
      
        
        

      

      
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    (vii) “Notice
      of Termination”
shall
      mean a written notice which (A) indicates the specific termination
      provision in this Agreement relied upon, (B) sets forth in reasonable
      detail the facts and circumstances claimed to provide a basis for termination
      of
      the Executive’s employment under the provision so indicated and (C) if the
      Date of Termination is to be other than the date of receipt of such notice
      or
      the date otherwise specified under this Agreement, specifies the termination
      date.

     

    8. Obligations
      of the Employer Upon Termination.
      The
      following provisions describe the obligations of the Employer to the Executive
      under this Agreement upon termination of employment. However, except as
      explicitly provided in this Agreement, nothing in this Agreement shall limit
      or
      otherwise adversely affect any rights which the Executive may have under
      applicable law, under any other agreement with the Employer or any of its
      affiliates or subsidiaries, or under any compensation or benefit plan, program,
      policy or practice of the Employer or any of its affiliates or
      subsidiaries.

     

    (a) Death,
      Disability, Discharge for Cause, or Resignation without Good
      Reason.
      In the
      event this Agreement terminates pursuant to Paragraph 7(a) by reason of the
      death or Disability of the Executive, pursuant to Paragraph 7(b) by reason
      of the discharge of the Executive by the Employer for Cause, or pursuant to
      Paragraph 7(c) by reason of the resignation of the Executive other than for
      Good Reason, the Employer shall pay to the Executive, or the Executive’s heirs
      or estate in the event of the Executive’s death, all Accrued Obligations in a
      lump sum in cash within thirty (30) days after the Date of Termination;
      provided, however, that any portion of the Accrued Obligations which consists
      of
      bonus, deferred compensation, incentive compensation, insurance benefits or
      other employee benefits shall be determined and paid in accordance with the
      terms of the relevant plan or policy as applicable to the
      Executive.

     

    (b) Discharge
      without Cause or Resignation with Good Reason.
      In the
      event that this Agreement terminates pursuant to Paragraph 7(c) by reason
      of the discharge of the Executive by the Employer other than for Cause, death
      or
      Disability or by reason of the resignation of the Executive for Good
      Reason:

     

    (i) The
      Employer shall pay all Accrued Obligations to the Executive in a lump sum in
      cash within thirty (30) days after the Date of Termination; provided,
      however, that any portion of the Accrued Obligations which consists of bonus,
      deferred compensation, incentive compensation, insurance benefits or other
      employee benefits shall be determined and paid in accordance with the terms
      of
      the relevant plan or policy as applicable to the Executive;

     

    (ii) Within
      thirty (30) days after the Date of Termination, the Employer shall pay to
      the Executive a bonus for the year during which termination occurs, calculated
      as a prorata portion of the Executive’s prior year’s bonus amount (if any) based
      on the number of days elapsed during the year through the Date of Termination;
      

     

    (iii) Severance
      payments equal to one hundred percent (100%) of the sum of (A) the
      Executive’s then-current annual base salary, plus (B) the average of the
      sum of the bonus amounts earned by the Executive with respect to the five
      (5) calendar 

     

    
      
        
        

      

      
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    years
      (or
      such fewer number of years as Executive has been employed) immediately preceding
      the calendar year in which the Executive’s Date of Termination occurs, payable
      in substantially equal monthly installments for a period of twelve
      (12) months (the “Severance
      Period”)
      in
      accordance with the Employer’s regular payroll practices; and

     

    (iv) Continuation
      for the Severance Period of the Executive’s right to maintain COBRA continuation
      coverage under the applicable plans at premium rates on the same “cost-sharing”
basis as the applicable premiums paid for such coverage by active employees
      as
      of the Date of Termination.

     

    (c) Effect
      of Change in Control.
      In the
      event that a Change in Control occurs and this Agreement thereafter terminates
      pursuant to Paragraph 7(c) by reason of the discharge of the Executive by
      the Employer other than for Cause, death or Disability, or by reason of the
      resignation of the Executive for Good Reason:

     

    (i) The
      Employer shall pay all Accrued Obligations to the Executive in a lump sum in
      cash within thirty (30) days after the Date of Termination; provided,
      however, that any portion of the Accrued Obligations which consists of bonus,
      deferred compensation, incentive compensation, insurance benefits or other
      employee benefits shall be determined and paid in accordance with the terms
      of
      the relevant plan or policy as applicable to the Executive;

     

    (ii) Within
      thirty (30) days after the Date of Termination, the Employer shall pay to
      the Executive a bonus for the year during which termination occurs, calculated
      as a prorata portion of the Executive’s prior year’s bonus amount (if any) based
      on the number of days elapsed during the year through the Date of
      Termination;

     

    (iii) The
      Employer shall pay the Executive a lump sum payment within thirty (30) days
      after such termination of employment in the amount of two (2) times the sum
      of
      the following:

     

    (A) the
      amount of the Executive’s annual base salary determined as of the Date of
      Termination, or the date immediately preceding the date of the Change in
      Control, whichever is greater; plus

     

    (B) the
      greater of (A) the Executive’s bonus amount, if any, for the calendar year
      immediately preceding that in which the Date of Termination occurs, or
      (B) the average of the sum of the bonus amounts earned by the Executive
      with respect to the three (3) calendar years (or such fewer number of years
      as Executive has been employed) immediately preceding the calendar year in
      which
      the Executive’s Date of Termination occurs, or if such sum would be greater,
      with respect to the three (3) calendar years immediately preceding the
      calendar year of the date of the Change in Control; plus

     

    
      
        
        

      

      
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    (C) the
      sum
      of:

     

    (I) the
      annual value of the contributions that would have been expected to be made
      or
      credited by the Employer to, and benefits expected to be accrued under, the
      qualified and non-qualified employee profit sharing, 401(k), pension and any
      other benefit plans maintained by the Employer to or for the benefit of the
      Executive; plus

     

    (II) the
      annual value of the Other Benefits described in Paragraph 6(a) and (c)
      above.

     

    Notwithstanding
      the foregoing, if a Change in Control occurs and this Agreement is terminated
      prior to the Change in Control pursuant to Paragraph 7(c) by reason of the
      discharge of the Executive by the Employer other than for Cause, death or
      Disability or by reason of the resignation of the Executive for Good Reason,
      then the Executive shall be deemed for purposes of this Paragraph 8(c) to
      have so terminated pursuant to Paragraph 7(c) immediately following the
      date the Change in Control occurs if it is reasonably demonstrated by the
      Executive that such earlier termination was (i) at the request of a third
      party who had taken steps reasonably calculated to effect the Change in Control,
      or (ii) otherwise arose, or the circumstances that precipitated the
      termination otherwise arose, in connection with or in anticipation of the Change
      in Control.

     

    (d) Effect
      on Other Amounts.
      The
      payments provided for in this Paragraph 8 shall be in addition to all other
      sums then payable and owing to the Executive, shall be subject to applicable
      federal and state income and other withholding taxes and shall be in full
      settlement and satisfaction of all of the Executive’s claims and demands. Upon
      such termination of this Agreement, the Employer shall have no rights or
      obligations under this Agreement, other than its obligations under this
      Paragraph 8, and the Executive shall have no rights and obligations under
      this Agreement, other than the Executive’s obligations under Paragraphs 11
      and 12 hereof (to the extent applicable); provided, however, termination of
      this
      Agreement shall not terminate the obligation of the Executive to pay to the
      Employer any amounts for which the Executive may be liable to the Employer
      under
      any provision of the Sarbanes-Oxley Act of 2002 (including, without limitation,
      Section 304 of such Act), or any rules and regulations promulgated
      thereunder, as amended from time to time. 

     

    (e) Conditions.
      Any
      payments or benefits made or provided pursuant to this Paragraph 8 are
      subject to the Executive’s:

     

    (i) compliance
      with the provisions of Paragraphs 11 and 12 hereof (to the extent
      applicable);

     

    (ii) delivery
      to the Employer of an executed Release and Severance Agreement, which shall
      be
      substantially in the form attached hereto as Exhibit A,
      with
      such changes therein or additions thereto as needed under then applicable law
      to
      give effect to its intent and purpose; and

     

    
      
        
        

      

      
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    (iii) delivery
      to the Employer of a resignation from all offices, directorships and fiduciary
      positions with the Employer, its affiliates and employee benefit
      plans.

     

    Notwithstanding
      the due date of any post-employment payments, any amounts due under this
      Paragraph 8 shall not be due until after the expiration of any revocation
      period applicable to the Release and Severance Agreement.

     

    9. Certain
      Adjustments to Payments to be made by the Employer.

     

    (a) Anything
      in this Agreement to the contrary notwithstanding, in the event it shall be
      determined that any payment or distribution by the Employer to or for the
      benefit of the Executive (whether paid or payable or distributed or
      distributable pursuant to the terms of this Agreement or otherwise, but
      determined without regard to any additional payments required under this
      Paragraph 9) (a “Payment”)
      would
      be subject to the excise tax imposed by Section 4999 of the Internal
      Revenue Code of 1986, as amended, (the “Code”)
      or if
      any interest or penalties are incurred by the Executive with respect to such
      excise tax (such excise tax, together with any such interest and penalties,
      being hereinafter collectively referred to as the “Excise
      Tax”),
      then
      the amount of the Payment payable to the Executive shall be reduced (a
“Reduction”)
      to the
      extent necessary so that no portion of such Payment is subject to the Excise
      Tax.

     

    (b) All
      determinations required to be made under this Paragraph 9, and the
      assumptions to be utilized in arriving at such determination, shall be made
      by
      the independent public accountants then regularly retained by the Employer
      (the
“Accounting
      Firm”)
      in
      consultation with counsel acceptable to Executive, which shall promptly provide
      detailed supporting calculations both to the Employer and the Executive
      following any determination that a Reduction is necessary. In the event that
      the
      Accounting Firm is serving as accountant or auditor for the individual, entity
      or group effecting a Change in Control, the Employer shall appoint another
      nationally recognized accounting firm to make the determinations required
      hereunder (which accounting firm shall then be referred to as the Accounting
      Firm hereunder). All fees and expenses of the Accounting Firm and such counsel
      shall be borne solely by the Employer. Any good faith determination by the
      Accounting Firm shall be binding upon the Employer and the
      Executive.

     

    10. Enforcement.
      In the
      event the Employer shall fail to pay any amounts due to the Executive under
      this
      Agreement as they come due, the Employer agrees to pay interest on such amounts
      at a rate equal to the prime rate plus four percent (4%) per annum (as from
      time
      to time published in The Wall Street Journal (Midwest Edition)). The Employer
      agrees that Executive and any successor shall be entitled to recover all costs
      of successfully enforcing any provision of this Agreement, including reasonable
      attorneys fees and costs of litigation, if Executive is the prevailing
      party.

     

    11. Confidential
      Information.
      The
      Executive shall not at any time during or following the Executive’s employment
      with the Employer, directly or indirectly, disclose or use on the Executive’s
      behalf or another’s behalf, publish or communicate, except in the course of the
      Executive’s employment and in the pursuit of the business of the Employer or any
      of its 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    subsidiaries
      or affiliates, any proprietary information or data of the Employer or any of
      its
      subsidiaries or affiliates, which is not generally known to the public or which
      could not be recreated through public means and which the Employer may
      reasonably regard as confidential and proprietary. The Executive recognizes
      and
      acknowledges that all knowledge and information which the Executive has or
      may
      acquire in the course of the Executive’s employment, such as, but not limited to
      the business, developments, procedures, techniques, activities or services
      of
      the Employer or the business affairs and activities of any customer, prospective
      customer, individual firm or entity doing business with the Employer are its
      sole valuable property, and shall be held by Executive in confidence and in
      trust for their sole benefit. All records of every nature and description which
      come into the Executive’s possession, whether prepared by the Executive, or
      otherwise, shall remain the sole property of the Employer and upon termination
      of the Executive’s employment for any reason, said records shall be left with
      the Employer as part of its property.

     

    12. Non-Competition;
      Non-Solicitation.
      The
      Executive acknowledges that the Employer and its affiliates and subsidiaries
      by
      nature of their respective businesses have a legitimate and protectable interest
      in their clients, customers and employees with whom they have established
      significant relationships as a result of a substantial investment of time and
      money, and but for the Executive’s employment hereunder, the Executive would not
      have had contact with such clients, customers and employees. The Executive
      agrees that during the period of the Executive’s employment with the Employer
      and for a period of one (1) year after termination of the Executive’s
      employment for any reason (the “Non-Compete
      Period”),
      the
      Executive will not (except in the Executive’s capacity as an employee of the
      Employer) directly or indirectly, for the Executive’s own account, or as an
      agent, employee, director, owner, partner, or consultant of any corporation,
      firm, partnership, joint venture, syndicate, sole proprietorship or other entity
      which has a place of business (whether as a principal, division, subsidiary,
      affiliate, related entity, or otherwise) located within the Market Area (as
      hereinafter defined):

     

    (a) engage,
      directly or indirectly, in any business that provides banking products or
      services or that otherwise competes in any way with the Employer or any of
      its
      subsidiaries or affiliates;

     

    (b) solicit
      or induce, or attempt to solicit or induce any client or customer of the
      Employer or any of its subsidiaries or affiliates not to do business with the
      Employer or any of its subsidiaries or affiliates; or

     

    (c) solicit
      or induce, or attempt to solicit or induce, any employee or agent of the
      Employer or any of its subsidiaries or affiliates to terminate his or her
      relationship with the Employer or any of its subsidiaries or
      affiliates.

     

    For
      purposes of this Agreement, “Market
      Area”
shall
      be an area encompassed within a forty (40) mile radius surrounding any
      location of MFB, the Bank or any of their subsidiaries as of the Date of
      Termination of employment.

     

    The
      foregoing provisions shall not be deemed to prohibit (i) the Executive’s
      ownership, not to exceed five percent (5%) of the outstanding shares, of capital
      stock of any corporation whose securities are publicly traded on a national
      or
      regional securities exchange or in the over-

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    the-counter
      market or (ii) the Executive serving as a director of other corporations
      and entities to the extent these directorships do not inhibit the performance
      of
      the Executive’s duties hereunder or conflict with the business of the
      Employer.

     

    13. Remedies.
      

     

    (a) The
      Executive acknowledges that the restraints and agreements herein provided are
      fair and reasonable, that enforcement of the provisions of Paragraphs 11
      and 12 will not cause the Executive undue hardship and that said provisions
      are
      reasonably necessary and commensurate with the need to protect the Employer
      and
      its legitimate and proprietary business interests and property from irreparable
      harm. The Executive acknowledges and agrees that (a) a breach of any of the
      covenants and provisions contained in Paragraph 11 or 12 above, will result
      in irreparable harm to the business of the Employer, (b) a remedy at law in
      the form of monetary damages for any breach by the Executive of any of the
      covenants and provisions contained in Paragraphs 11 and 12 is inadequate,
      (c) in addition to any remedy at law or equity for such breach, the
      Employer shall be entitled to institute and maintain appropriate proceedings
      in
      equity, including a suit for injunction to enforce the specific performance
      by
      Executive of the obligations hereunder and to enjoin Executive from engaging
      in
      any activity in violation hereof and (d) the covenants on the Executive’s
      part contained in Paragraphs 11 and 12, shall be construed as agreements
      independent of any other provisions in this Agreement, and the existence of
      any
      claim, setoff or cause of action by the Executive against the Employer, whether
      predicated on this Agreement or otherwise, shall not constitute a defense or
      bar
      to the specific enforcement by the Employer of said covenants. In the event
      of a
      breach or a violation by the Executive of any of the covenants and provisions
      of
      this Agreement, the running of the Non-Compete Period (but not of Executive’s
      obligation thereunder) shall be tolled during the period of the continuance
      of
      any actual breach or violation.

     

    (b) The
      parties hereto agree that the covenants set forth in Paragraphs 11 and 12
      are reasonable with respect to their duration, geographical area and scope.
      If
      the final judgment of a court of competent jurisdiction declares that any term
      or provision of Paragraph 11 or 12 is invalid or unenforceable, the parties
      agree that the court making the determination of invalidity or unenforceability
      shall have the power to reduce the scope, duration, or area of the term or
      provision, to delete specific words or phrases, or to replace any invalid or
      unenforceable term or provision with a term or provision that is valid and
      enforceable and that comes closest to expressing the intention of the invalid
      or
      unenforceable term or provision, and this Agreement shall be enforceable as
      so
      modified after the expiration of the time within which the judgment may be
      appealed.

     

    14. Notices.
      Any
      notice or other communication required or permitted to be given hereunder shall
      be determined to have been duly given to any party: (a) upon delivery to
      the address of such party specified below if delivered personally or by courier;
      (b) upon dispatch if transmitted by telecopy or other means of facsimile,
      provided a copy thereof is also sent by regular mail or courier; (c) within
      forty-eight (48) hours after deposit thereof in the U.S. mail, postage
      prepaid, for delivery as certified mail, return receipt requested; or
      (d) within twenty-four (24) hours after deposit thereof with a
      reputable overnight courier (charges prepaid), addressed, in any case to the
      party at the following address(es) or telecopy numbers:

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (a) If
      to
      Executive, at the address set forth on the signature
      page hereof.

     

    (b) If
      to the
      Employer:

     

    Mutual
      Federal Bancorp, Inc.

    Mutual
      Federal Savings and Loan

    Association
      of Chicago

    2212
      W.
      Cermak Road

    Chicago,
      IL 60608

    Attn:
      Chief Executive Officer

    Telecopy
      No.: (773) 847-7752

     

    with
      a
      copy to:

     

    Vedder,
      Price, Kaufman & Kammholz, P.C.

    222
      North
      LaSalle Street

    Chicago,
      Illinois 60601-1003

    Attn:
      Daniel C. McKay II

    Telecopy
      No.: (312) 609-5005

     

    or
      to
      such other address(es) or telecopy number(s) as any party may designate by
      written notice in the aforesaid manner.

     

    15. Required
      Regulatory Provisions.
      

     

    (a) If
      the
      Executive is suspended from office and/or temporarily prohibited from
      participating in the conduct of the Bank’s affairs by a notice served under
      Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act, (12 U.S.C.
§1818(e)(3) or (g)(1)), the Bank’s obligations under this contract shall be
      suspended as of the date of service, unless stayed by appropriate proceedings.
      If the charges in the notice are dismissed, the Bank may in its discretion
      (i) pay the Executive all or part of the compensation withheld while their
      contract obligations were suspended and (ii) reinstate (in whole or in
      part) any of the obligations which were suspended.

     

    (b) If
      the
      Executive is removed and/or permanently prohibited from participating in the
      conduct of the Bank’s affairs by an order issued under Section 8(e)(4) or
      8(g)(1) of the Federal Deposit Insurance Act, (12 U.S.C. §1818(e)(4) or (g)(1))
      all obligations of the Bank under this contract shall terminate as of the
      effective date of the order, but vested rights of the contracting parties shall
      not be affected.

     

    (c) If
      the
      Bank is in default (as defined in Section 3(x)(1) (12 U.S.C. §1813(x)(1))
      of the Federal Deposit Insurance Act) all obligations of the Bank under this
      contract shall terminate as of the date of default, but this paragraph shall
      not
      affect any vested rights of the contracting parties.

     

    (d) All
      obligations of the Bank under this contract shall be terminated, except to
      the
      extent determined that continuation of the contract is necessary for the
      continued operation of the institution, (i) by the Director of the Office
      of Thrift Supervision (“OTS”), at the time the

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Federal
      Deposit Insurance Corporation (“FDIC”) enters into an agreement to provide
      assistance to or on behalf of the Bank under the authority contained in
      Section 13(c) (12 U.S.C. §1823(c)) of the Federal Deposit Insurance Act; or
      (ii) by the Director of the OTS at the time the OTS approves a supervisory
      merger to resolve problems related to the operations of the Bank or when the
      Bank is determined by the OTS to be in an unsafe or unsound condition. Any
      rights of the parties that have already vested, however, shall not be affected
      by such action.

     

    (e) Any
      payments made to the Executive pursuant to this Agreement, or otherwise, are
      subject to and conditioned upon compliance with 12 U.S.C. §1828(k) and FDIC
      Regulation 12 CFR Part 359, regarding Golden Parachute and Indemnification
      Payments.

     

    16. Full
      Settlement; No Mitigation.
      The
      Employer’s obligation to make the payments and provide the benefits provided for
      in this Agreement and otherwise to perform its obligations hereunder shall
      not
      be affected by any set-off, counterclaim, recoupment, defense or other claim,
      right or action which the Employer may have against the Executive or others.
      In
      no event shall the Executive be obligated to seek other employment or take
      any
      other action by way of mitigation of the amounts payable to the Executive under
      any of the provisions of this Agreement, and such amounts shall not be reduced
      whether or not the Executive obtains other employment.

     

    17. Payment
      in the Event of Death.
      In the
      event payment is due and owing by the Employer to the Executive under this
      Agreement upon the death of the Executive, payment shall be made to such
      beneficiary as the Executive may designate in writing, or failing such
      designation, then the executor of the Executive’s estate, in full settlement and
      satisfaction of all claims and demands on behalf of the Executive, shall be
      entitled to receive all amounts owing to the Executive at the time of the
      Executive’s death under this Agreement. Such payments shall be in addition to
      any other death benefits of the Employer and in full settlement and satisfaction
      of all severance benefit payments provided for in this Agreement.

     

    18. Entire
      Understanding.
      This
      Agreement constitutes the entire understanding between the parties relating
      to
      Executive’s employment hereunder and supersedes and cancels all prior written
      and oral understandings and agreements with respect to such matters and except
      for the terms and provisions of any employee benefit or other compensation
      plans
      (or any agreements or awards thereunder), referred to in this Agreement, or
      as
      otherwise expressly contemplated by this Agreement.

     

    19. Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the heirs and
      representatives of the Executive and the successors and assigns of the Employer.
      The Employer shall require any successor (whether direct or indirect, by
      purchase, merger, reorganization, consolidation, acquisition of property or
      stock, liquidation, or otherwise) to all or a substantial portion of its assets,
      by agreement in form and substance reasonably satisfactory to the Executive,
      expressly to assume and agree to perform this Agreement in the same manner
      and
      to the same extent that the Employer would be required to perform this Agreement
      if no such succession had taken place. Regardless of whether such an agreement
      is executed, this Agreement shall be binding upon any successor of the Employer
      in accordance with the operation of law, and such successor shall be deemed
      the
“Employer” for purposes of this Agreement.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    20. Tax
      Withholding.
      The
      Employer shall provide for the withholding of any taxes required to be withheld
      by federal, state, or local law with respect to any payment in cash, shares
      of
      stock and/or other property made by or on behalf of the Employer to or for
      the
      benefit of the Executive under this Agreement or otherwise. The Employer may,
      at
      its option: (a) withhold such taxes from any cash payments owing from the
      Employer to the Executive; (b) require the Executive to pay to the Employer
      in cash such amount as may be required to satisfy such withholding obligations;
      and/or (c) make other satisfactory arrangements with the Executive to
      satisfy such withholding obligations.

     

    21. Guaranty.
      MFB
      hereby guarantees the payment of all compensation, payments and/or benefits
      due
      to Employee or his beneficiaries under this Agreement or any of the plans,
      programs or arrangements referred to herein, if, as and when such compensation,
      payments or benefits are not timely paid by the Bank.

     

    22. No
      Assignment.
      Except
      as otherwise expressly provided herein, this Agreement is not assignable by
      any
      party, except that MFB may assign its rights and obligations under this
      Agreement to any affiliate or subsidiary, and no payment to be made hereunder
      shall be subject to anticipation, alienation, sale, transfer, assignment,
      pledge, encumbrance or other charge.

     

    23. Execution
      in Counterparts.
      This
      Agreement may be executed by the parties hereto in two (2) or more
      counterparts, each of which shall be deemed to be an original, but all such
      counterparts shall constitute one and the same instrument, and all signatures
      need not appear on any one counterpart.

     

    24. Jurisdiction
      and Governing Law.
      Jurisdiction over disputes with regard to this Agreement shall be exclusively
      in
      the courts of the State of Illinois, and this Agreement shall be construed,
      interpreted and enforced in accordance with and governed by the laws of the
      State of Illinois, without regard to the choice of laws provisions of such
      State.

     

    25. Severability.
      If any
      provision of this Agreement shall be adjudged by any court of competent
      jurisdiction to be invalid or unenforceable for any reason, such judgment shall
      not affect, impair or invalidate the remainder of this Agreement. Furthermore,
      if the scope of any restriction or requirement contained in this Agreement
      is
      too broad to permit enforcement of such restriction or requirement to its full
      extent, then such restriction or requirement shall be enforced to the maximum
      extent permitted by law, and the Executive consents and agrees that any court
      of
      competent jurisdiction may so modify such scope in any proceeding brought to
      enforce such restriction or requirement.

     

    26. Survival.
      Provisions of this Agreement shall survive the termination of the Executive’s
      employment with the Employer to the extent provided herein.

     

    27. Waiver.
      The
      waiver of any party hereto of a breach of any provision of this Agreement by
      any
      other party shall not operate or be construed as a waiver of any subsequent
      breach.

     

    28. Amendment.
      No
      change, alteration or modification hereof may be made except in a writing,
      signed by each of the parties hereto.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    29. Construction.
      The
      language used in this Agreement will be deemed to be the language chosen by
      Employer and the Executive to express their mutual intent and no rule of strict
      construction shall be applied against any person. Wherever from the context
      it
      appears appropriate, each term stated in either the singular or plural shall
      include the singular and the plural, and the pronouns stated in either the
      masculine, the feminine or the neuter gender shall include the masculine,
      feminine or neuter. The headings of the Paragraphs of this Agreement are for
      reference purposes only and do not define or limit, and shall not be used to
      interpret or construe the contents of this Agreement.

     

    30. No
      Duplication.
      Notwithstanding anything herein to the contrary, to the extent that any
      compensation or benefits are paid to or received by the Executive from the
      Bank,
      MFB or any other subsidiary or affiliate of MFB or the Bank, such compensation
      or benefits shall be subtracted from any amounts simultaneously due hereunder
      from the Bank and/or MFB, as the case may be.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
      as of the day and year first above written.

     

    
      	 	
              MUTUAL
                FEDERAL SAVINGS AND LOAN ASSOCIATION OF CHICAGO

               

              By:_______________________________________

              Title: 
                Chief Executive
                Officer                                              

               

            
	 	
              MUTUAL
                FEDERAL BANCORP, INC.

               

              
                By:_______________________________________

                Title: 
                  Chief Executive
                  Officer                                             

              

               

            
	
               

               

              Address:_______________________________________ 

              ________________________________________

              ________________________________________

              Telecopy
                No.:___________________________________

               

            	
              EXECUTIVE

               

                 ____________________________________

              Name: John
                L. Garlanger

               

            


    

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Exhibit A
      to Employment Agreement

     

    RELEASE
      AND SEVERANCE AGREEMENT

     

    THIS
      RELEASE AND SEVERANCE AGREEMENT is made and entered into this ____ day of
      _________, _____ by and between Mutual Federal Bancorp, Inc. and its
      subsidiaries and affiliates (including, without limitation, Mutual Federal
      Savings and Loan Association of Chicago) (collectively, the “Company”)
      and
      John L. Garlanger (hereinafter “EXECUTIVE”).

     

    EXECUTIVE’S
      employment with the Company terminated on __________, ______; and EXECUTIVE
      has
      voluntarily agreed to the terms of this RELEASE AND SEVERANCE AGREEMENT in
      exchange for severance benefits under the Employment Agreement (“Employment
      Agreement”)
      to
      which EXECUTIVE otherwise would not be entitled.

     

    NOW
      THEREFORE, in consideration for severance benefits provided under the Employment
      Agreement, EXECUTIVE on behalf of EXECUTIVE and EXECUTIVE’S spouse, heirs,
      executors, administrators, children, and assigns does hereby fully release
      and
      discharge the company, its officers, directors, employees, agents, subsidiaries
      and divisions, benefit plans and their administrators, fiduciaries and insurers,
      successors, and assigns from any and all claims or demands for wages, back
      pay,
      front pay, attorneys’ fees and other sums of money, insurance, benefits,
      contracts, controversies, agreements, promises, damages, costs, actions or
      causes of action and liabilities of any kind or character whatsoever, whether
      known or unknown, from the beginning of time to the date of these presents,
      relating to EXECUTIVE’S employment or termination of employment from the
      Company, including but not limited to any claims, actions or causes of action
      arising under the statutory, common law or other rules, orders or regulations
      of
      the United States or any State or political subdivision thereof including the
      Age Discrimination in Employment Act and the Older Workers Benefit Protection
      Act.

     

    EXECUTIVE
      acknowledges that EXECUTIVE’S obligations pursuant to Paragraphs 11 and 12
      of the Employment Agreement relating to the use or disclosure of confidential
      information and non-solicitation of customers and employees shall continue
      to
      apply to EXECUTIVE.

     

    This
      Release and Settlement Agreement supersedes any and all other agreements between
      EXECUTIVE and the Company except agreements relating to proprietary or
      confidential information belonging to the Company, and any other agreements,
      promises or representations relating to severance pay or other terms and
      conditions of employment are null and void.

     

    This
      release does not affect EXECUTIVE’S right to any benefits to which EXECUTIVE may
      be entitled under any employee benefit plan, program or arrangement sponsored
      or
      provided by the Company, including but not limited to the Employment Agreement
      and the plans, programs and arrangements referred to therein.

     

    EXECUTIVE
      and the Company acknowledge that it is their mutual intent that the Age
      Discrimination in Employment Act waiver contained herein fully comply with
      the
      Older Workers Benefit Protection Act. Accordingly, EXECUTIVE acknowledges and
      agrees that:

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    (a) The
      severance benefits exceed the nature and scope of that to which EXECUTIVE would
      otherwise have been legally entitled to receive;

     

    (b) Execution
      of this Agreement and the Age Discrimination in Employment Act waiver herein
      is
      EXECUTIVE’S knowing and voluntary act;

     

    (c) EXECUTIVE
      has been advised by the Company to consult with EXECUTIVE’S personal attorney
      regarding the terms of this Agreement, including the aforementioned
      waiver;

     

    (d) EXECUTIVE
      has had at least twenty-one (21) calendar days within which to consider
      this Agreement;

     

    (e) EXECUTIVE
      has the right to revoke this Agreement in full within seven (7) calendar
      days of execution and that none of the terms and provisions of this Agreement
      shall become effective or be enforceable until such revocation period has
      expired;

     

    (f) EXECUTIVE
      has read and fully understands the terms of this Agreement; and

     

    (g) Nothing
      contained in this Agreement purports to release any of EXECUTIVE’S rights or
      claims under the Age Discrimination in Employment Act that may arise after
      the
      date of execution.

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement on the date
indicated
      above.

     

    
      	
              MUTUAL
                FEDERAL BANCORP, INC.,

              ffor
                itself and its Subsidiaries and Affiliates

               

              By:________________________________________

              Its:________________________________________

               

            	
              EXECUTIVE

               

               

              ________________________________________

              John
                L. Garlanger

               

            


    

    


    
      
        
        

      

      
        A-2