AMENDED AND RESTATED MALVERN FEDERAL SAVINGS BANK DIRECTOR RETIREMENT PLAN AGREEMENT

“Beneficiary”  means each designated person, or the estate of the deceased Director, entitled to benefits, if any, upon the death of the Director determined pursuant to Article 4.

“Beneficiary Designation Form” means the form established from time to time by the Plan Administrator that the Director completes, signs and returns to the Plan Administrator to designate one or more Beneficiaries.

“ 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.

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

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

“Disability”  means the Director (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 Director been eligible to participate in such plan). The Director must submit proof to the Bank of the carrier’s determination upon the request of the Bank.

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

“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.

“Separation from Service” means a termination of the Director’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 Director reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Director 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.

“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.

Normal Retirement Benefit. Upon the Director attaining the Normal Retirement Age while in continuous service on the Bank’s Board of Directors, the Bank shall pay to the Director the benefit described in this Section 2.1 in lieu of any other benefit under this Article.

Amount of Benefit. The annual benefit under this Section 2.1 is NINE THOUSAND SEVEN HUNDRED DOLLARS ($9,700).

Payment of Benefit. The Bank shall pay the annual benefit to the Director in twelve (12) equal monthly installments commencing within ninety (90) days following the Director’s Normal Retirement Age, and payable on the first of each month thereafter. The annual benefit shall be paid to the Director for five (5) years.

Early Termination Benefit. Upon Early Termination, the Bank shall pay to the Director the benefit described in this Section 2.2 in lieu of any other benefit under this Article.

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 ending immediately prior to the date on which Early Termination occurs. This benefit is determined by vesting the Director in one hundred percent (100%) of the Accrual Balance shown on Schedule A (hereinafter “Accrual Balance”).

Payment of Benefit. Subject to Section 2.5 hereof, if applicable, the Bank shall pay the annual benefit to the Director 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 Director for five (5) years.

Disability Benefit. Upon the Director’s Separation from Service due to Disability prior to Normal Retirement Age, the Bank shall pay to the Director the benefit described in this Section 2.3 in lieu of any other benefit under this Article.

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 ending immediately prior to the date on which the Separation from Service due to Disability occurs. This benefit is determined by vesting the Director in one hundred percent (100%) of the Accrual Balance.

Payment of Benefit. The Bank shall pay the annual benefit to the Director in twelve (12) equal monthly installments commencing within ninety (90) days following his Separation from Service due to Disability and payable on the first of each month thereafter. The annual benefit shall be paid to the Director for five (5) years.

Change in Control Benefit. Upon a Change in Control followed by the Director’s Separation from Service before Normal Retirement Age for any reason other than death or Disability, the Bank shall pay to the Director the benefit described in this Section 2.4 in lieu of any other benefit under this Article.

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 ending immediately prior to the date on which the Separation from Service occurs.

Payment of Benefit. Subject to Section 2.5 hereof, if applicable, the Bank shall pay the annual benefit to the Director 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 Director for five (5) years.

Restriction on Timing of Distributions. Notwithstanding any provision of this Agreement to the contrary, if the Director 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 Director, any distribution which would otherwise be paid to the Director within the first six months following the Separation from Service shall be accumulated and paid to the Director 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.

Distributions Upon Income Inclusion Under Section 409A of the Code. Upon the inclusion of any amount into the Director’s income as a result of the failure of the Agreement to comply with the requirements of Section 409A of the Code, to the extent such tax liability can be covered by the Director’s accrual balance, a distribution shall be made as soon as is administratively practicable following the discovery of the plan failure, 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.

Death During Active Service. If the Director dies while in the active service of the Bank before reaching Normal Retirement Age, 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.

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 Director’s death, which is an amount equal to one hundred percent (100%) of the Accrual Balance.

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

Death During Benefit Period. If the Director 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 Director had the Director survived.

Death Following Separation from Service But Before Benefits Commence. If the Director is entitled to benefits under this Agreement but dies prior to the commencement of such benefits, the Bank shall pay to the Beneficiary the same benefits, in the same manner, that would have been paid to the Director had the Director survived, commencing within ninety (90) days following the Director’s death.

Beneficiary Designation. The Director 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 Director. 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 Director participates.

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

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.

No Beneficiary Designation. If the Director dies without a valid Beneficiary designation, or if all designated Beneficiaries predecease the Director, then the Director’s spouse shall be the designated Beneficiary. If the Director has no surviving spouse, the benefits shall be made to the personal representative of the Director’s estate.

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 Director and the Director’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Agreement for such payment amount.

Excess Parachute or Golden Parachute Payment. If the payments pursuant to this Agreement, either alone or together with other payments and benefits which the Director 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