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Employment Agreement - ML Bancorp Inc. and Dennis S. Marlo

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                                   AGREEMENT

     AGREEMENT, dated this 1st day of May 1997, between ML Bancorp, Inc. (the
"Corporation") and Dennis S. Marlo (the "Executive")


                                  WITHNESSETH

     WHEREAS, the Executive is presently an officer of the Corporation and Main
Line Bank (the "Bank") (together, the "Employees").

     WHEREAS, the Employers desire to be ensured of the Executive's continued
active participation in the business of the Employers, and the Bank currently
has an agreement with the Executive dated January 6, 1995, which is being
concurrently amended.

     WHEREAS, in accordance with Office of Thrift Supervision ("OTS") Regulatory
Bulletin 27a, the Corporation and the Bank desire to enter into separate
agreements with the Executive with respect to his employment by each of the
Employers; and

     WHEREAS, in order to induce the Executive to remain in the employ of the
Employers and in consideration of the Executive's agreeing to remain in the
employ of the Employers, the parties desire to specify the severance benefits
which shall be due the Executive by the Corporation in the event that his
employment with the Corporation is terminated under specified circumstances.

     NOW THEREFORE, In consideration of the premises and the mutual agreements
herein contained, the parties hereby agree as follows;

     1.   Definitions. The following words and terms shall have the meanings set
          forth below for the purpose of this Agreement.

          (a)  Average Annual Compensation. The Executives "Average Annual
               Compensation" for purposes of this Agreement shall be deemed
               to mean the average level of compensation paid to the Executive
               by the Employers or any subsidiary thereof during the most recent
               five taxable years preceding the Date of Termination, including
               Base Salary and bonuses under any employee benefit plans of the
               Employers.


<PAGE>


          (b)  Base Salary. "Base Salary" shall have the meaning set forth in
               Section 3(a) hereof.

          (c)  Cause. Termination of the Executive's employment for "Cause"
               shall mean termination because of 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.

          (d)  Change in Control of the Corporation. "Change in Control of the
               "Corporation" shall mean a change in control of a nature that
               would be required to be reported in response to Item 6(e) of
               Schedule 14A of Regulation 14A promulgated under the Securities
               Exchange Act of 1934, as amended ("Exchange Act"), or any
               successor thereto, whether or not the Corporation is registered
               under the Exchange Act; provided that, without limitation, such a
               change in control shall be deemed to have occurred if (i) any
               "person" (as such term is used in Sections 13(d) and 14(d) of the
               Exchange Act), directly or indirectly, of securities of the
               Corporation representing 25% or more of the combined voting power
               of the Corporation's then outstanding securities; or (ii) during
               any period of two consecutive years, individuals who at the
               beginning of such period constitute the Board of Directors of the
               Corporation cease for any reason to constitute at lease a
               majority thereof unless the election, or the nomination for
               election by stockholders, of each new director was approved by a
               vote of at least two-thirds of the directors then still in office
               who were directors at the beginning of the period.

          (e)  Code. "Code" shall mean the Internal Revenue Code of 1986, as
               amended.

          (f)  Date of Termination. "Date of Termination" shall mean (i) if the
               Executive's employment is terminated for Cause or for Disability
               the date specified in the Notice of Termination, and (ii) if the
               Executive's employment is terminated for any other reason, the
               date on which a Notice of Termination is given or as specified in
               such Notice.


                                                                             -2-

<PAGE>


          (g)  Disability. Termination by the Corporation of the Executive's
               employment based on "Disability" shall mean termination because
               of any physical or mental impairment which qualifies the
               Executive for disability benefits under the applicable long-term
               disability plan maintained by the Employers or any subsidiary or,
               if no such plan applies, which would qualify the Executive for
               disability benefits under the Federal Social Security System.

          (h)  Good Reason. Termination by the Executive of the Executive's
               employment for "Good Reason" shall mean termination by the
               Executive following a Change in Control of the Corporation based
               on:

               (i)   Without the Executive's express written consent, a
                     reduction by either of the Employers in the Executive's
                     Base Salary as the same may be increased from time to time
                     or, except to the extent permitted by Section 3(b) hereof,
                     a reduction in the package of fringe benefits provided to
                     the Executive, taken as a whole.

               (ii)  The principal executive office of either of the Employers
                     is relocated outside of the Villanova, Pennsylvania area,
                     or without the Executive's express written consent, either
                     of the Employers requires the Executive to be based
                     anywhere other than an area in which the Employers
                     principal executive office is located, except for required
                     travel on business of the Employers to an extent
                     substantially consistent with the Executive's present
                     business travel obligations;

               (iii) Any purported termination of the Executive's employment for
                     Cause, Disability or Retirement which is not effected
                     pursuant to a Notice of Termination satisfying the
                     requirements of paragraph (j) below; or

               (iv)  The failure by the Corporation to obtain the assumption of
                     and agreement to perform this Agreement by any successor as
                     contemplated in Section 9 hereof.

          (i)  IRS. IRS shall mean the Internal Revenue Service

          (j)  Notice of Termination. Any purported termination of the
               Executive's employment by the Corporation for any reason,
               including without limitation for Cause, Disability or Retirement,
               or


                                                                             -3-

<PAGE>


               by the Executive for any reason, including without limitation for
               Good Reason, shall be communicated by written "Notice of
               Termination" to the other party hereto. For purposes of this
               Agreement, a "Notice of Termination" shall mean a dated notice
               which (i) indicates the specific termination provision in this
               Agreement relied upon, (ii) sets forth in reasonable detail the
               facts and circumstances claimed to provide a basis for
               termination of Executive's employment under the provision so
               indicated, (iii) specifies a Date of Termination, which shall be
               not less than thirty (30) nor more than ninety (90) days after
               such Notice of Termination is given, except in the case of the
               Corporation's termination of Executive's employment for Cause,
               which shall be effective immediately, and (iv) is given in the
               manner specified in Section 10 hereof.

          (k)  Retirement. "Retirement" shall mean voluntary termination by the
               Executive in accordance with the Employers' retirement policies,
               including early retirement, generally applicable to their
               salaried employees.

     2.   Term of Employment.

          (a)  The Corporation hereby employs the Executive as President and
               Chief Executive Officer and Executive hereby accepts said
               employment and agrees to render such services to the Corporation
               on the terms and conditions set forth in this Agreement. The term
               of employment under this Agreement shall be for three years,
               commencing on the date of this Agreement and, upon approval of
               the Board of Directors of the Corporation, shall extend for an
               additional year on each annual anniversary of the date of this
               Agreement such that at any time the remaining term of this
               Agreement shall be from two to three years. Prior to the first
               annual anniversary of the date of this Agreement and each annual
               anniversary thereafter, the Board of Directors of the Corporation
               shall consider and review (with appropriate corporate
               documentation thereof, and after taking into account all relevant
               factors, including the Executive's performance hereunder)
               extension of the term under this Agreement, and the term shall
               continue to extend each year if the Board of Directors approves
               such extension unless the Executive gives written notice to the
               Corporation of the Executive's election not to extend the term,
               with such written notice to be given not less than thirty (30)
               days prior to any such anniversary date. If the Board of
               Directors elects not to extend the


                                                                             -4-

<PAGE>


               term, it shall give written notice of such decision to the
               Executive not less than thirty (30) days prior to any such
               anniversary date. If any party gives timely notice that the term
               will not be extended as of any annual anniversary date, then this
               Agreement shall terminate at the conclusion of its remaining
               term. References herein to the term of this Agreement shall refer
               both to the initial term and successive terms.

          (b)  During the term of this Agreement, the Executive shall perform
               such executive services for the Corporation as may be consistent
               with his titles and from time to time assigned to him by the
               Corporation's Board of Directors.

     3.   Compensation and Benefits.

          (a)  The Employers shall compensate and pay Executive for his services
               during the term of this Agreement at a minimum base salary of
               $330,000 per year ("Base Salary"), which may be increased from
               time to time in such amounts as may be determined by the Boards
               of Directors of the Employers and may not be decreased without
               the Executive's express written consent. In addition to his Base
               Salary, the Executive shall be entitled to receive during the
               term of this Agreement such bonus payments as may be determined
               by the Boards of Directors of the Employers.

          (b)  During the term of the Agreement, Executive shall be entitled to
               participate in and receive the benefits of any pension or other
               retirement benefit plan, profit sharing, stock option, employee
               stock ownership, or other plans, benefits and privileges given to
               employees and executives of the Employers, to the extent
               commensurate with his then duties and responsibilities, as fixed
               by the Boards of Directors of the Employers. The Corporation
               shall not make any changes in such plans, benefits or privileges
               which would adversely affect Executive's rights or benefits
               thereunder, unless such change occurs pursuant to a program
               applicable to all executive officers of the Corporations does not
               result in a proportionately greater adverse change in the rights
               of or benefits to Executive as compared with any other executive
               officer of the Corporation. Nothing paid to Executive under any
               plan or arrangement presently in effect or made available in the
               future shall be deemed to be in lieu of the salary payable to
               Executive pursuant to Section 3(a) hereof,


                                                                             -5-

<PAGE>


          (c)  During the term of this Agreement, Executive shall be entitled to
               paid annual vacation in accordance with the policies as
               established from time to time by the Boards of Directors of the
               Employers, which shall in no event be less than four weeks per
               annum. Executive shall not be entitled to receive any additional
               compensation from the Employers for failure to take a vacation,
               nor shall Executive be able to accumulate unused vacation time
               from one year to the next, except to the extent authorized by the
               Boards of Directors of the Employers.

          (d)  During the term of this Agreement, the Employers shall continue
               to provide the Executive with the automobile he presently drives.
               The Employers shall be responsible and shall pay for all costs of
               Insurance coverage, repairs, maintenance and other incidental
               expenses, including license, fuel and oil. The Employers shall
               provide the Executive with a replacement automobile of a similar
               type as selected by the Executive at approximately the time that
               his present automobile reaches (3) years of age and approximately
               every three (3) years thereafter, upon the same terms and
               conditions.

          (e)  During the term of this Agreement, the Employers shall pay the
               Executive's annual membership dues at one (1) club of his choice.

          (f)  The Employers shall provide continued medical insurance for the
               benefit of the Executive and his spouse until the Executive shall
               have attained the age of 66, and such insurance shall be
               comparable to which is provided to the Executive as of the date
               of this Agreement nothwithstanding anything to the contrary in
               this Agreement.

          (g)  In the event of the Executive's death during the term of this
               Agreement, his spouse, estate, legal representative or named
               beneficiaries (as directed by the Executive in writing) shall be
               paid on a monthly basis the Executive's annual compensation from
               the Employer at the rate in effect at the time of the Executive's
               death for a period of twenty-four (24) months from the date of
               the Executive's death.

          (h)  The Executive's compensation, benefits and expenses shall be paid
               by the Corporation and the Bank in the same proportion as the
               time and services actually expended by the Executive on behalf of
               each respective Employer.


                                                                             -6-

<PAGE>


     4.   Expenses. The Employers shall reimburse Executive or otherwise provide
          for or pay for all reasonable expenses incurred by Executive in
          furtherance of, or in connection with the business of the Employers,
          including, but not by way of limitation, automobile expenses described
          in Section 3(d) hereof, and traveling expenses, and all reasonable
          entertainment expenses (whether incurred at the Executive's residence,
          while traveling or otherwise), subject to such reasonable
          documentation and other limitations as may be established by the
          Boards of Directors of the Employers. If such expenses are paid in the
          first instance by Executive, the Employers shall reimburse the
          Executive therefor.

     5.   Termination.

          (a)  The Corporation shall have the right, at any time upon prior
               Notice of Termination, to terminate the Executive's employment
               hereunder for any reason, including without limitation
               termination for Cause, Disability or Retirement, and Executive
               shall have the right, upon prior Notice of Termination, to
               terminate his employment hereunder for any reason.

          (b)  In the event that (i) Executive's employment is terminated by the
               Corporation for Cause, Disability or Retirement, or (ii)
               Executive terminates his employment hereunder other than for Good
               Reason, Executive shall have no right pursuant to this Agreement
               to compensation or other benefits for any period after the
               applicable Date of Termination, except as provided for in Section
               3(f) in the event of termination for Disability or Retirement.

          (c)  In the event that (i) Executive's employment is terminated by the
               Corporation for other than Cause, Disability, Retirement or the
               Executive's death or (ii) such employment is terminated by the
               Executive (a) due to a material breach of this Agreement by the
               Corporation, which breach has not been cured within fifteen (15)
               days after a written notice of non-compliance has been given by
               the Executive to the Employers, or (b) for Good Reason, then the
               Corporation shall

               (A)  pay to the Executive, in thirty-six (36) equal monthly
                    installments beginning with the first business day of the
                    month following the Date of Termination, a cash severance
                    amount equal to three (3) times that portion of the
                    Executive's Base Salary paid by the Corporation, and


                                                                             -7-

<PAGE>


               (B)  maintain and provide for a period ending at the earlier of
                    (i) the expiration of the remaining term of employment
                    pursuant hereto prior to the Notice of Termination or (ii)
                    the date of the Executive's full-time employment by another
                    employer (provided that the Executive is entitled under the
                    terms of such employment to benefits substantially similar
                    to those described in this subparagraph (B)), at no cost to
                    the Executive, the Executive's continued participation in
                    all group insurance, life insurance, health and accident,
                    disability and other employee benefit plans, programs and
                    arrangements offered by the Corporation in which the
                    Executive was entitled to participate immediately prior to
                    the Date of Termination (other than stock option and
                    restricted stock plans of the Employers), provided that in
                    the event that the Executive's participation in any plan,
                    program or arrangement as provided in this subparagraph (B)
                    is barred, or during such period any such plan, program or
                    arrangement is discontinued or the benefits thereunder are
                    materially reduced, the Corporation shall arrange to provide
                    the Executive with benefits substantially similar to those
                    which the Executive was entitled to receive under such
                    plans, programs and arrangements immediately prior to the
                    Date of Termination.

          (d)  In the event of the failure by either of the Employers to elect
               or to re-elect or to appoint or to re-appoint the Executive to
               the offices of President and Chief Executive Officer of the
               Employers or a material adverse change made by either of the
               Employers in the Executive's functions, duties or
               responsibilities as President and Chief Executive Officer of the
               Employers without the Executive's express written consent, the
               Executive shall be entitled to terminate his employment hereunder
               and shall be entitled to the payments and benefits provided for
               in Section 5(c)(A) and (B).


                                                                             -8-

<PAGE>


     6.   Payment of Additional Benefits under Certain Circumstances.

          (a)  If the payments and benefits pursuant to Section 5 hereof, either
               alone or together with other payments and benefits which
               Executive has the right to receive from the Employers (including,
               without limitation, the payments and benefits which Executive
               would have the right to receive from the Bank pursuant to Section
               5 of the Agreement between the Bank and Executive dated May 1,
               1997 ("Bank Agreement"), before giving effect to any reduction in
               such amounts pursuant to Section 6 of the Bank Agreement), would
               constitute a "parachute payment" as defined in Section 280G(b)(2)
               of the Code (the "Initial Parachute Payment," which includes the
               amounts paid pursuant to clause (A) below), then the Corporation
               shall pay to the Executive, in thirty-six (36) equal monthly
               installments beginning with the first business day of the month
               following the Date of Termination, a cash amount equal to the sum
               of the following:

               (A)  the amount by which the payments and benefits that would
                    have otherwise been paid by the Bank to the Executive
                    pursuant to Section 5 of the Bank Agreement are reduced by
                    the provisions of Section 6 of the Bank Agreement;

               (B)  twenty (20) percent (or such other percentage equal to the
                    tax rate imposed by Section 4999 of the Code) of the amount
                    by which the Initial Parachute Payment exceeds the
                    Executive's "base amount" from the Employers, as defined in
                    Section 280G(b)(3) of the Code, with the difference between
                    the Initial Parachute Payment and the Executive's base
                    amount being hereinafter referred to as the "Initial Excess
                    Parachute Payment".

               (C)  such additional amount (tax allowance) as may be necessary
                    to compensate the Executive for the payment by the Executive
                    of state and federal income and excise taxes on the payment
                    provided under clause (B) above and on any payments under
                    this clause (C). In computing such tax


                                                                             -9-

<PAGE>


                    allowance, the payment to be made under clause (B) above
                    shall be multiplied by the "gross up percentage" ("GUP").
                    The GUP shall be determined as follows:

                                            Tax Rate
                                     GUP = ----------
                                           1-Tax Rate

                    The Tax Rate for purposes of computing the GUP shall be the
                    highest marginal federal and state. Income and
                    employment-related tax rate, including any applicable excise
                    tax rate, applicable to the Executive in the year in which
                    the payment under clause (B) above is made.

          (b)  Notwithstanding the foregoing, if it shall subsequently be
               determined in a final judicial determination or a final
               administrative settlement to which the Executive is a party that
               the actual excess parachute payment as defined in Section
               280G(b)(1) of the Code is different from the Initial Excess
               Parachute Payment (such different amount being hereafter referred
               to as the "Determinative Excess Parachute Payment"), then the
               Corporation's independent tax counsel or accountants shall
               determine the amount (the "Adjustment Amount") which either the
               Executive must pay to the Corporation or the Corporation must pay
               to the Executive in order to put the Executive (or the
               Corporation, as the case may be) in the same position the
               Executive (or the Corporation, as the case may be) would have
               been if the Initial Excess Parachute Payment had been equal to
               the Determinative Excess Parachute Payment. In determining the
               Adjustment Amount, the independent tax counsel or accountants
               shall take into account any and all taxes (including any
               penalties and interest) paid by or for the Executive or refunded
               to the Executive or for the Executive's benefit. As soon as
               practicable after the Adjustment Amount has been so determined,
               the Corporation shall pay the Adjustment Amount to the Executive
               or the Executive shall repay the Adjustment Amount to the
               Corporation, as the case may be.

          (c)  In each calendar year that the Executive receives payments of
               benefits under this Section 6, the Executive shall report on his
               state and federal income tax returns such information as is
               consistent with the determination made by the independent tax
               counsel or accountants of the Corporation as described above. The
               Corporation shall indemnify and hold the Executive harmless from


                                                                            -10-

<PAGE>


               any and all losses, costs and expenses (including without
               limitation, reasonable attorneys' fees, interest, fines and
               penalties) which the Executive incurs as a result of so reporting
               such information. Executive shall promptly notify the Corporation
               in writing whenever the Executive receives notice of the
               institution of a judicial or administrative proceeding, formal or
               informal, in which the federal tax treatment under Section 4999
               of the Code of any amount paid or payable under this Section 6 is
               being reviewed or is in dispute. The Corporation shall assume
               control at its expense over all legal and accounting matters
               pertaining to such federal tax treatment (except to the extent
               necessary or appropriate for the Executive to resolve any such
               proceeding with respect to any matter unrelated to amounts paid
               or payable pursuant to this Section 6) and the Executive shall
               cooperate fully with the Corporation in any such proceeding. The
               Executive shall not enter into any compromise or settlement or
               otherwise prejudice any rights the Corporation may have in
               connection therewith without the prior consent of the
               Corporation.

     7.   Mitigation, Exclusivity of Benefits.

          (a)  The Executive shall not be required to mitigate the amount of any
               benefits hereunder by seeking other employment or otherwise, nor
               shall the amount of any such benefits be reduced by any
               compensation earned by the Executive as a result of employment by
               another employer after the Date of Termination or otherwise.

          (b)  The specific arrangements referred to herein are not intended to
               exclude any other benefits which may be available to the
               Executive upon a termination of employment with the Employers
               pursuant to employee benefit plans of the Employers or otherwise.

     8.   Withholding. All payments required to be made by the Corporation
          hereunder to the Executive shall be subject to the withholding of such
          amounts, if any, relating to tax and other payroll deductions as the
          Corporation may reasonably determine should be withheld pursuant to
          any applicable law or regulation.

     9.   Assignability. The Corporation may assign this Agreement and its
          rights and obligations hereunder in whole, but not in part, to any
          corporation,


                                                                            -11-

<PAGE>


          bank or other entity with or into which the Corporation may hereafter
          merge or consolidate or to which the Corporation may transfer all or
          substantially all of its assets, if in any such case said corporation,
          bank or other entity shall by operation of law or expressly in writing
          assume all obligations of the Corporation hereunder as fully as if it
          had been originally made a party hereto, but may not otherwise assign
          this Agreement or its rights and obligations hereunder. The Executive
          may not assign or transfer this Agreement or any rights or obligations
          hereunder.

     10.  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 Corporation:
                     Chairman of the Board
                     ML Bancorp, Inc.
                     Two Aldwyn Center
                     Lancaster Avenue and Route 320
                     Villanova, Pennsylvania 19085

                  To the Bank:
                     Chairman of the Board
                     Mail Line Bank
                     Two Aldwyn Center
                     Lancaster Avenue and Route 320
                     Villanova, Pennsylvania 19085

                  To the Executive:
                     Dennis S. Marlo
                     1064 Tinker Hill Lane
                     Malvern, Pennsylvania 19355

     11.  Amendment; Waiver. No provisions of this Agreement may be modified,
          waived or discharged unless such waiver, modification or discharge is
          agreed to in writing signed by the Executive and such officer or
          officers as may be specifically designated by the Board of Directors
          of the Corporation to sign on its behalf. 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


                                                                            -12-

<PAGE>


          party shall be deemed a waiver of similar or dissimilar provisions or
          conditions at the same or at any prior or subsequent time.

     12.  Governing Law. The validity, interpretation, construction and
          performance of this Agreement shall be governed by the laws of the
          United States where applicable and otherwise by the substantive laws
          of the Commonwealth of Pennsylvania.

     13.  Nature of Obligations. Nothing contained herein shall create or
          require the Corporation to create a trust of any kind of fund any
          benefits which may be payable hereunder, and to the extent that the
          Executive acquires a right to receive benefits from the Corporation
          hereunder, such right shall be no greater than the right of any
          unsecured general creditor of the Corporation.


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<PAGE>


     14.  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.

     15.  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.

     16.  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.

     17.  Entire Agreement. This Agreement embodies the entire agreement between
          the Corporation and the Executive with respect to the matters agreed
          to herein. All prior agreements between the Corporation and the
          Executive with respect to the matters agreed to herein are hereby
          superseded and shall have no force or effect. Notwithstanding the
          foregoing, nothing contained in this Agreement shall affect the
          agreement of even date being entered into between the Bank and the
          Executive.

     IN WITNESS WHEREOF, this Agreement has been executed as of the date first
above written.

Attest:                                     ML BANCORP, INC.


                                            By: /s/ John R. Eppinger
                                                -------------------------------
                                                John R. Eppinger
                                                Chairman of the Board


                                            EXECUTIVE


                                            By: /s/ Dennis S. Marlo
                                                -------------------------------
                                                Dennis S. Marlo


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