Exhibit 10.9


    
      

    

     

    Exhibit
      10.9

     

    


    SUPPLEMENTAL

    PENSION
      AND RETIREMENT PLAN

    OF

    BENEFICIAL
      MUTUAL SAVINGS BANK

    EFFECTIVE
      JULY 1, 1991

    


    ARTICLE
      I

    


    PURPOSE
      CLAUSE

    


    This
      Plan
      is established solely for the purpose of providing benefits to certain employees
      of Beneficial Mutual Savings Bank which would have been payable to such
      employees under the Employees’ Pension and Retirement Plan of Beneficial Mutual
      Savings Bank but for the limitations placed on the amount of such benefits
      by
      Sections 401(a)(17) and 415 of the Internal Revenue Code. The Plan is intended
      to constitute an unfunded plan primarily for the purpose of providing deferred
      compensation for a select group of management or highly compensated
      employees.

    


    ARTICLE
      II

    


    DEFINITIONS

    


    2.1    “Administrator”
      shall mean the Bank.

    


    2.2    “Bank”
      shall mean Beneficial Mutual Savings Bank, and any successor or successors
      thereof.

    


    2.3    “Code”
      shall mean the Internal Revenue Code of 1986, as from time to time
      amended.

    


    2.4    “Effective
      Date” shall mean July 1, 1991.

    


    2.5    “ERISA”
      shall mean the Employee Retirement Income Security Act of 1974, as from time
      to
      time amended.

    


    2.6    “Limitations”
      means the limitations set forth in Sections 401(a)(17) and 415 of the Code,
      as
      implemented by the terms of the Pension Plan.

    


    2.7    “Participant”
      shall mean any President or Vice President of the Bank who is employed by the
      Bank on or after the Effective Date.

    


    2.8    “Pension
      Plan” shall mean the Employees’ Pension and Retirement Plan of Beneficial Mutual
      Savings Bank, as from time to time amended.

    


    2.9    “Plan”
      means this Supplemental Pension and Retirement Plan of Beneficial Mutual Savings
      Bank, as from time to time amended. 

    


    
      
        
          
          

        

        
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    ARTICLE
      III

    


    BENEFITS

    


    3.1          
      (a)           
      A
      Participant who terminates employment with the Bank and is eligible to receive
      benefits under the Pension Plan immediately upon such termination shall receive
      benefits under this Plan equal to the excess, if any, of (i) the benefits which
      would have been payable to the Participant under the Pension Plan but for the
      Limitations, over (ii) the benefits actually payable under the Pension
      Plan.

    


    (b)    Unless
      the Participant elects otherwise pursuant to Section 3.2, below, the benefits
      payable under this Section 3.1 shall be payable in the same form as the benefits
      payable under the Pension Plan, with each periodic payment to be made on the
      same date as each payment is made under the Pension Plan, or as soon as
      practicable thereafter.

    


    3.2         
      (a)             If
      the
      Participant so elects, the benefits payable under this Plan shall be paid in
      one
      of the alternate forms of payment available under the Pension Plan other than
      the form of payment applicable to the Participant’s benefits under the Pension
      Plan. In that event, the amount of each periodic payment under this Plan shall
      be equal to the excess, if any, of (i) the benefits which would have been
      payable to the Participant under the Pension Plan but for the Limitations,
      if
      those benefits were paid in the form elected under this Plan, over (ii) the
      benefits which would have been payable under the Pension Plan, if those benefits
      were paid in the form elected under this Plan.

    


    (b)           
      Any
      election under this Section 3.2 shall be in writing, in such form as the
      Administrator may require, and shall be effective only if submitted to the
      Administrator before the date on which the payment of benefits under the Pension
      Plan is scheduled to commence. If the form of benefit elected under this Section
      3.2 is a joint and survivor annuity, the Participant’s
      election shall not be effective unless it identifies the beneficiary who shall
      receive the survivor’s annuity.

    


    3.3           
      (a)           
      In
      the
      event of the death of a Participant prior to the commencement of benefits under
      the Pension Plan, and if the Participant’s surviving spouse or other beneficiary
      is entitled to receive a survivor’s benefit under the Pension Plan as a
      consequence thereof, the surviving spouse, or such other beneficiary, shall
      receive benefits equal to the excess, if any, of (i) the survivor’s benefits
      which would have been payable to the surviving spouse, or such other
      beneficiary, under the Pension Plan but for the Limitations, over (ii) the
      survivor’s benefits actually payable to the surviving spouse or such other
      beneficiary under the Pension Plan.

    


    (b)           
      The
      benefit payable under this Section 3.3 shall be payable in the same form as
      the
      benefit payable under the Pension Plan, with each periodic payment to be made
      on
      the same date as each payment is made under the Pension Plan, or as soon as
      practicable thereafter.

    


    


    
      
        
          
          

        

        
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    ARTICLE
      IV

    


    ADMINISTRATION

    


    4.1    The
      Plan
      shall be administered by the Administrator, which shall have the authority
      to
      interpret the Plan, to determine eligibility hereunder, and to determine the
      nature and amount of benefits. Any construction or interpretation of the Plan
      and any determination of fact in administering the Plan made in good faith
      by
      the Administrator shall be final and conclusive for all Plan
      purposes.

    


    4.2    (a)    The
      Administrator shall prescribe a form for the presentation of claims under the
      terms of this Plan.

    


    (b)    Upon
      presentation to the Administrator of a claim on the prescribed form, the
      Administrator shall make a determination of the validity thereof. If the
      determination is adverse to the claimant, the Administrator shall furnish to
      the
      claimant within 90 days after the receipt of the claim a written notice setting
      forth the following:

    


    (i)         
      the
      specific reason or reasons for the denial;

    


    (ii)        
      specific
      references to pertinent provisions of the Plan on which the denial is
      based;

    (iii)       
      a
      description of any additional material or information necessary for the claimant
      to perfect the claim and an explanation of why such material or information
      is
      necessary; and

    


    (iv)         appropriate
      information as to the steps to be taken if the claimant wishes to submit his
      or
      her claim for review.

    


    (c)    In
      the
      event of a denial of a claim, the claimant or his or her duly authorized
      representative may appeal such denial to the Administrator for a full and fair
      review of the adverse determination. Claimant’s request for review must be in
      writing and made to the Administrator within 60 days after receipt by claimant
      of the written notification required under section 4.2(b); provided, however,
      such 60-day period shall be extended if circumstances so warrant. Claimant
      or
      his or her duly authorized representative may submit issues and comments in
      writing which shall be given full consideration by the Administrator in its
      review.

    


    (d)    The
      Administrator may, in its sole discretion, conduct a hearing. A request for
      a
      hearing made by claimant will be given full consideration. At such hearing,
      the
      claimant shall be entitled to appear and present evidence and be represented
      by
      counsel.

    


    (e)    A
      decision on a request for review shall be made by the Administrator not later
      than 60 days after receipt of the request; provided, however, in the event
      of a
      hearing or other special circumstances, such decision shall be made not later
      than 120 days after receipt. of such request. If it is necessary to extend
      the
      period of time for making a decision beyond 60 days after the receipt of the
      request, the claimant shall be notified in writing of the extension of time
      prior to the beginning of such extension.

    


    
      
        
          
          

        

        
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    (f)    The
      Administrator’s decision on review shall state in writing the specific reasons
      and references to the Plan provisions on which it is based. Such decision shall
      be promptly provided to the claimant. If the decision on review is not furnished
      in accordance with the foregoing, the claim shall be deemed denied on
      review.

    


    ARTICLE
      V

    


    AMENDMENT
      AND TERMINATION

    


    5.1    The
      Bank
      may amend the Plan in any manner and at any time by action of the Board of
      Managers; provided, however, that no amendment shall deprive any Participant
      of
      any benefit accrued hereunder as of the date of adoption of such amendment
      as
      determined under Section 5.3, below.

    


    5.2    The
      Bank
      reserves the right to terminate this Plan at any time, in which case the
      benefits payable to any Participant shall be limited to those accrued hereunder
      as of the effective date of termination, as determined under Section 5.3,
      below.

    


    5.3    For
      purposes of Sections 5.1 and 5.2, above, the benefit accrued by a Participant
      as
      of the date of adoption of an amendment to the Plan or the effective date of
      termination of the Plan shall be computed under Section 3.1 as if the
      Participant has terminated employment with the Bank on such date, and under
      Section 3.3 as if the Participant had died on such date, and shall be payable
      in
      such manner and at such times specified in Article III, above; provided,
      however, that in no event shall the amount so computed exceed the excess, if
      any, of (a) the benefit which would ultimately be payable to the Participant,
      or
      his surviving spouse or other beneficiary, as the case nay be, under the Pension
      Plan but for the Limitations, over (b) the benefit which is ultimately payable
      to the Participant, or his surviving spouse or other beneficiary, as the case
      may be, under the Pension Plan.

    


    ARTICLE
      VI

    


    MISCELLANEOUS

    


    6.1    Nothing
      contained herein shall be construed as providing for assets to be held in trust
      or escrow or any other form of asset segregation for the Participant, the
      Participant’s surviving spouse or other beneficiary, the Participant’s only
      interest being the right to receive benefits set forth herein. To the extent
      that the Participant or any other person acquires a right to receive benefits
      under this Plan, such right shall be no greater than the right of any unsecured
      general creditor of the Bank.

    


    6.2    Nothing
      contained in this Plan shall be construed as a contract of employment between
      the Bank and any Participant, or as a right of any Participant to be continued
      in employment of the Bank, or as a limitation on the right of the Bank to
      discharge any of its employees, with or without cause.

    


    
      
        
          
          

        

        
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    6.3    The
      benefits payable hereunder or the right to receive future benefits under the
      Plan may not be anticipated, alienated, pledged, encumbered, or subject to
      any
      charge or legal process.

    


    6.4    This
      Plan
      shall be interpreted in accordance with the laws of the Commonwealth of
      Pennsylvania, except to the extent superseded by ERISA,

    


    IN
      WITNESS WHEREOF, the Bank has caused this instrument to be executed by its
      authorized officers and its corporate seal to be impressed hereon this 1st
      day
      of July, 1991.

    


    
      	
              Attest:

            	
              BENEFICIAL
                MUTUAL SAVINGS BANK

            
	 	 
	 	 
	
              __________________________

            	
              By:
                _________________________________

            
	
              [Seal]

            	 


    

    


    


    
      
        
          
          

        

        
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    THIS
      TRUST AGREEMENT, made and entered into as of this 1st day of July, 1991, by
      and
      between Beneficial Mutual Savings Bank, a banking corporation organized under
      the laws of Pennsylvania, hereinafter referred to as the “Bank,” and Ignatius J.
      Horstmann, II, R. Joseph Barnes, Jr., Daniel J. Haley, Jr., Thomas F. Hayes,
      Paul M. Henkels, William J. Henrich, Jt., Michael J. Morris and Robert J.
      Seider, hereinafter referred to individually or collectively as “Trustee,” as
      the context requires.

    


    W
      I T
      N E S S E T H      T H A T:

    


    WHEREAS,

    


    (1)    The
      Bank
      has established the Supplemental Pension and Retirement Plan of Beneficial
      Mutual Savings Bank (the “Plan”) to provide retirement income and other benefits
      (the “Benefits”) for certain employees of the Bank, all as set forth in the
      Plan;

    


    (2)    The
      Plan
      is intended to constitute an unfunded plan primarily for the purpose of
      providing deferred compensation for a select group of management or highly
      compensated employees;

    


    (3)    The
      Bank
      has retained certain responsibilities as set forth in’ the Plan or in this Trust
      Agreement:

    


    (4)    The
      amount and timing of the Benefits to which the. Participants in the Plan and
      their beneficiaries (hereinafter referred to, collectively, as “Trust
      Beneficiaries”) are or may become entitled shall be spe6ified from time to time
      by the Bank pursuant to written instructions to the Trustee;

    


    (5)    The
      Bank
      wishes to establish, pursuant to this Trust Agreement, a trust fund to aid
      it in
      accumulating the amounts necessary to satisfy its contractual liability to
      pay
      Benefits under the terms of the Plan, and for that purpose the Bank presently
      intends to make contributions to this trust from time to time to be applied
      in
      payment of the Bank’s obligations under the Plan;

    


    (6)    The
      Bank
      is obliged to pay all Benefits from its general assets to the extent not paid
      by
      this trust, and the Bank understands that establishment of this trust shall
      not
      reduce or otherwise affect the Bank’s continuing liability to pay Benefits from
      such assets, except that the Bank’s liability shall be offset by actual benefit
      payments made by this trust; and

    


    (7)    The
      trust
      established by this Trust Agreement is intended to be a “grantor trust” with the
      result that the corpus
      and
      income of the trust are to be treated as assets and income of the Bank pursuant
      to Sections 671 through 679 of the Internal Revenue Code of 1986, as amended
      from time to time (the “Code”);

    


    


    
      
        
          
          

        

        
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    NOW,
      THEREFORE, in consideration of the mutual covenants herein contained, the Bank
      and the Trustee declare and agree as follows:

    


    SECTION
      1.    Establishment
      and Title of the Trust.

    


     1.1    The
      Bank
      hereby establishes with the Trustee a trust to accept such sums of money and
      other property acceptable to the Trustee as from time to time shall be paid
      or
      delivered to the Trustee. All such money and other property, all investments
      and
      reinvestments made therewith or proceeds thereof and all earnings and profits
      thereon that are not paid to the Bank as provided in this Trust Agreement,
      less
      all payments and charges as authorized herein, are hereinafter referred to
      as
      the “Trust Fund”. The Trust Fund shall be held by the Trustee and shall be dealt
      with in accordance with the provisions of this Trust Agreement. The Trust Fund
      shall be held for the exclusive purpose of providing payments to Trust
      Beneficiaries in accordance with the provisions of the Plan as directed by
      the
      Bank and defraying reasonable expenses of administration in accordance with
      the
      provisions of this Trust Agreement until all such payments required by this
      Trust Agreement have been made; provided, however, that, notwithstanding any
      other provision of this Trust Agreement, the Trust Fund shall at all times
      be
      subject to the claims of the general creditors of the Bank as set forth in
      Section 8 of this Trust Agreement.

    


    SECTION
      2.    Acceptance
      by the Trustee.

    


     2.1    The
      Trustee accepts the Trust established under this Trust Agreement on the terms
      and subject to the provisions set forth herein, and it agrees to discharge
      and
      perform fully and faithfully all of the duties and obligations imposed upon
      it
      under this Trust Agreement.

    


    SECTION
      3.    Limitation
      on Use of Funds.

    


     3.1    No
      part
      of the corpus or income of the Trust Fund shall be recoverable by the Bank
      or
      used for any purpose other than for the exclusive purpose of providing payments
      to Trust Beneficiaries and defraying reasonable expenses of administration
      in
      accordance with the provisions of this Trust Agreement until all such payments
      required by this Trust Agreement have been made; provided, however, that (i)
      nothing in this Section 3.1 shall be deemed to limit or otherwise prevent the
      payment from the Trust
      Fund of
      reasonable expenses and other charges as provided in Sections 10.1 and 10.2
      of
      this Trust Agreement or the application of the Trust Fund as provided in
      Sections 6.3 or 14.1 of this Trust Agreement and (ii) the Trust Fund shall
      at
      all times be subject to the claims of the general creditors of the Bank as
      set
      forth in Section 8 of this Trust Agreement. Notwithstanding any provisions
      of
      this Trust Agreement to the contrary, the Bank shall at all times have the
      power
      to reacquire all or any portion of the assets then constituting the Trust Fund
      by simultaneously delivering to the Trustee, in substitution therefor, readily
      marketable securities (meeting the requirements of Section 4.1 of this Trust
      Agreement) of an equivalent market value, net of any costs of disposition,
      and
      such other securities shall, upon such delivery and substitution, constitute
      the
      Trust Fund, or a portion thereof, as the case may be.

    


    


    
      
        
          
          

        

        
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    SECTION
      4.    Duties
      and Powers of the Trustee with Respect to Investments.

    


     4.1    It
      shall
      be the duty of the Trustee to hold the Trust Fund in trust as provided in this
      Trust Agreement; to manage, invest and reinvest the principal and income of
      the
      Trust Fund and keep the Trust Fund invested, in its sole and complete
      discretion, without distinction between principal and income, and distribute
      and
      otherwise deal with the same pursuant to the provisions of this Trust Agreement.
      The Trustee in making and holding investments shall not be restricted to those
      investments which are authorized by the law of the Commonwealth of Pennsylvania
      for the investment of trust funds.

    


    SECTION
      5.    Additional
      Powers and Duties of the Trustee.

    


     5.1    The
      Trustee shall have the following additional powers and authority with respect
      to
      all property constituting a part of the Trust Fund:

    


    5.1(a) 
      To
      retain, sell, exchange, manage, lend, improve, or transfer or otherwise dispose
      of any such property at public or private sale for cash or on
      credit.

    


    5.1(b) 
      To
      participate in any plan of reorganiza-tion, consolidation, merger, combination,
      liquidation or other similar plan relating to any such property, and to consent
      to or oppose any such plan or any action thereunder, or any contract, lease,
      mortgage, purchase, sale or other action by any corporation or other
      entity.

    


    5.1(c) 
      To
      deposit any such property with any protective, reorganization or similar
      committee; to delegate discretionary power to any such committee; and to pay
      part of the expenses and compensation of any such committee and any .assessments
      levied with respect to any property so deposited.

    


    5.1(d) 
      To
      exercise any conversion privilege or subscription right available in connection
      with any such property; to oppose or to consent to the reorganization,
      consolidation, merger or readjustment of the finances of any corporation,
      company or association, or to the sale, mortgage, pledge or lease of the
      property of any corporation, company or association any of the securities of
      which may at any time be held in the Trust Fund and to do any act with reference
      thereto, including the exercise of options, the making of agreements or
      subscriptions and the payment of expenses, assessments or subscriptions, which
      may be deemed necessary or advisable in connection therewith, and to hold and
      retain any securities or other property which it may so acquire.

    


    5.1(e) 
      To
      commence or defend suits or legal proceedings and to represent the Trust in
      all
      suits or legal proceedings; to settle, compromise or submit to arbitration
      any
      claims, debts or damages, due or owing to or from the Trust; provided, however,
      that the Trustee shall notify the Bank of all such suits, legal proceedings
      and
      claims and shall obtain the written consent of the Bank before settling,
      compromising or submitting to binding arbitration any claim, suit or legal
      proceeding of any nature whatsoever, which consent shall not unreasonably be
      withheld.

    


    
      
        
          
          

        

        
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    5.1(f) 
      To
      exercise, personally or by general or limited power of attorney, any right,
      including the right to vote, appurtenant to any securities or other such
      property.

    


    5.1(g) 
      To
      borrow
      money from any lender in such amounts and upon such terms and conditions as
      shall be deemed advisable or proper to carry out the purposes of the Trust
      and
      to pledge any securities or other property for the repayment of any such
      loan.

    


    5.1(h) 
      To
      hold
      mortgages (including deeds of trust) in its own name or in the name of a nominee
      of the Trustee, with or without the addition of words indicating that any such
      mortgage is held in a fiduciary capacity, and to cause to be formed a
      corporation, partnership, trust or other entity to hold title to any mortgage
      with the aforesaid powers, all upon such terms and conditions as may be deemed
      advisable; to renew or extend or participate in the renewal or extension of
      any
      mortgage, and to agree to a reduction in the rate of interest on any mortgage
      or
      to any other modification or change in the terms of any mortgage or of any
      guarantee pertaining thereto, in any manner and to any extent that may be deemed
      advisable for the protection of the Trust Fund or the preservation of any
      covenant or condition of any mortgage or in the performance of any guarantee
      or
      to enforce any default in such manner and to such extent as may be deemed
      advisable; and to exercise and enforce any and all rights of foreclosure, to
      bid
      on any property on foreclosure, to take a deed in lieu of foreclosure with
      or
      without paying a consideration therefor and in connection therewith to release
      the obligation on the note or bond secured by such mortgage, and to exercise
      and
      enforce in any action, suit or proceeding at law or in equity any rights or
      remedies in respect of any such mortgage or guarantee.

    


    5.1(i) 
      To
      engage
      any legal counsel, including counsel to the Bank, any actuary, or any other
      suitable agents, to consult with such counsel, actuary, or agents with respect
      to the construction of this Trust Agreement, the duties of the Trustee
      hereunder, the transactions contemplated by this Trust Agreement or any act
      which the Trustee proposes to take or omit, to rely upon the advice of such
      counsel, actuary or agents, and to pay their respective reasonable fees,
      expenses and compensation on written notice to the Bank.

    


    5.1(j) 
      To
      register any securities held by the Trustee in its own name or in the name
      of a
      nominee of the Trustee or any custodian of such property, including the nominee
      of any system for the central handling of securities, with or without the
      addition of words indicating that such securities are held in a fiduciary
      capacity; to deposit or arrange for the deposit of any such securities with
      such
      a system and to hold any securities in bearer form, provided that the Trustee
      shall at all times remain responsible for the safe custody and disposition
      of
      the Trust Fund.

    


    
      
        
          
          

        

        
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    5.1(k) 
      To
      make,
      execute and deliver, as Trustee, any and all deeds, leases, notes, bonds,
      guarantees, mortgages, conveyances, contracts, waivers, releases or other
      instruments in writing necessary or proper for the accomplishment of any of
      the
      foregoing powers.

    


    5.1(1) 
      Upon
      the
      written direction of the Bank, to transfer assets of the Trust Fund to a
      successor trustee as provided in Section 12.3.

    


    5.1(m) 
      To
      hold
      assets in time or demand deposits including deposits with the Bank, such
      deposits to pay a reasonable amount of interest.

    


    5.1(n) 
      To
      exercise, generally, any of the powers which an individual owner might exercise
      in connection with property either real, personal or mixed held by the Trust
      Fund, and to do all other acts that the Trustee may deem necessary or proper
      to
      carry out any of the powers set forth in this Section 5 or otherwise in the
      best
      interests of the Trust Fund.

    


    5.2    For
      purposes of this Trust Agreement, “fiscal year” means the 12-consecutive month
      period ending on June 30 of each calendar year.

    


    SECTION
      6.    Payments
      by the Trustee.

    


     6.1    Neither
      the establishment of the Trust Fund, nor the payment or delivery to the Trustee
      of money or other property acceptable to the Trustee, nor the accrual of any
      benefits under the Plan, shall vest in any Trust Beneficiary any right, title
      or
      interest in and to the Trust Fund.

    


     6.2    Solely
      out of the Trust Fund and with no obligation otherwise to make such payments,
      the Trustee shall make payments of Benefits to the Trust Beneficiaries, at
      the
      time and in the manner prescribed by the Bank pursuant to written instructions
      to the Trustee.

    


     6.3    Except
      as
      provided in Section 8 but notwithstanding any other provision of this Trust
      Agreement to the contrary, if at any time the trust established hereunder is
      determined by the Internal Revenue Service (the “IRS”) not to be a “grantor
      trust” with the result that the income of the Trust Fund is not treated as
      income of the Bank pursuant to Sections 671 through 679 of the Code, or if
      a
      federal tax is finally determined by the IRS or if the Trustee receives an
      opinion of counsel satisfactory to it to the effect that a federal tax is
      payable by one or more Trust Beneficiaries in respect of their Benefits payable
      from the trust, prior to the final payment of Benefits to such Trust
      Beneficiary
      or Trust
      Beneficiaries, then the trust shall immediately terminate and subject to Section
      10, the Benefits payable under this Trust Agreement for each Trust Beneficiary
      shall be paid in a lump cash sum as soon as practicable by the Trustee to such
      Trust Beneficiary, regardless of whether such Trust Beneficiary’s employment
      with the Bank has terminated and regardless of the form and time of payment
      specified by the Bank or pursuant to the Plan. Any remaining assets (less any
      expenses or costs due under Section 10 of this Trust Agreement) shall then
      be
      paid by the Trustee to the Bank. If a federal tax is finally determined by
      the
      IRS or if the Trustee receives an opinion of counsel 

    


    
      
        
          
          

        

        
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    satisfactory
      to it to the effect that a federal tax is payable by one or more of the Trust
      Beneficiaries with respect to less than the entire value of the Benefits payable
      under the Trust Fund for all Trust Beneficiaries, prior to the payment of the
      Benefits payable under the Trust Fund which are subject to federal tax, then
      that part of the assets of the Trust Fund which is subject to federal tax shall
      be liquidated as directed by the Bank in writing in the amount necessary to
      pay
      the tax and paid in a lump cash sum as so directed and as soon as practicable
      by
      the Trustee to the Trust Beneficiary upon whom such tax is imposed, and the
      trust shall continue in effect.

    


     6.4    Notwithstanding
      anything in this Trust Agreement to the contrary, the Bank shall remain
      primarily liable to pay the Benefits, provided that the Trustee shall be
      required to make the payments set forth in written instructions from the Bank
      in
      accordance with the terms of this Trust Agreement solely out of the Trust Fund
      and with no obligation otherwise to make such payment. However, the Bank’s
      liability under the Plan shall be reduced or offset to the extent Benefits
      are
      paid from the Trust Fund.

    


     6.5    The
      Trustee shall deduct from each payment under this Trust Agreement any Federal,
      state or local withholding or other taxes or charges which the Trustee may
      be
      required to deduct under applicable laws; provided, however, that the Trustee
      shall be fully protected in relying upon information provided to the Trustee
      by
      the Bank, as may be reasonably requested by the Trustee, as to Federal, state
      or
      local withholding requirements.

    


    SECTION
      7.    Funding
      of the Trust.

    


     7.1    The
      initial contribution by the Bank to the Trust Fund is hereby acknowledged by
      the
      Trustee.

    


     7.2    The
      Bank
      shall contribute to the Trust Fund such amounts as it shall from time to time
      determine necessary to provide the Benefits in accordance with the Plan, plus
      the
      expenses
      and other charges which have been accrued by the Trustee in respect of the
      Trust
      Fund and not paid by the Bank to the Trustee, as provided in Section 10 of
      this
      Trust Agreement. The Trustee shall be under no obligation to collect or enforce
      the collection of any such contribution.

    


    SECTION
      8.    Trustee
      Responsibility Regarding Payments to Trust Beneficiaries When Bank
      Insolvent.

    


     8.1    (a)    The
      Board
      of Managers and the President of the Bank shall have the duty to inform the
      Trustee in writing if the Bank becomes “Insolvent,” as hereinafter defined. When
      so informed, the Trustee shall immediately discontinue payments of Benefits
      to
      Trust Beneficiaries and of net income to the Bank, and will hold assets for
      the
      benefit of the Bank’s general creditors. The Bank shall be considered
“Insolvent” for purposes of this Trust Agreement in the event of either of the
      following items (i) through (vi): (i) the Bank’s inability to pay debts as they
      mature; (ii) a general assignment for the benefit of the Bank’s creditors; (iii)
      the voluntary commencement by the Bank of any proceeding under Title 11 of
      the
      United States Code or any other law of any jurisdiction for the relief,
      liquidation or rehabilitation of debtors (all of which proceedings are
      hereinafter collectively referred to as “Insolvency Proceedings”); 

    


    
      
        
          
          

        

        
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    (iv)
      the
      making of an admission by the Bank of any of the material allegations of or
      consenting to or acquiescing in a petition, application, motion or complaint
      commencing an Insolvency Proceeding or the seeking by the Bank of the
      appointment of, or the taking of possession by, a receiver, custodian, trustee,
      liquidator or similar official of or for it or of or for a substantial part
      of
      its assets; (v) the involuntary commencement of an Insolvency Proceeding against
      the Bank; or (vi) the appointment of or taking of possession by any other
      governmental entity or authority or by a receiver, custodian, trustee,
      liquidator or similar official of or for the Bank or of or for a substantial
      part of its assets. In the event that the Trustee is served with any order,
      process or paper from which it appears that an allegation to the effect that
      the
      Bank is Insolvent has been made in a judicial proceeding the Trustee shall
      immediately discontinue payments of Benefits to Trust Beneficiaries and of
      net
      income to the Bank, and will hold assets for the benefit of the Bank’s general
      creditors. Nothing in this Trust Agreement shall in any way enlarge or diminish
      the rights of the Trust Beneficiaries in the event the Bank is Insolvent to
      pursue their rights as general creditors of the Bank with respect to their
      Benefits or otherwise.

    


    (b)    The
      Trustee shall resume payment of Benefits under this Trust Agreement only upon
      receipt of an order of a court of
      competent jurisdiction requiring such payment or upon the Trustee’s actual
      knowledge of a current report or statement from a nationally recognized credit
      reporting agency or other reliable source (as hereinafter defined) to the effect
      that the Bank is not Insolvent; provided, however, that in the event payment
      of
      Benefits was discontinued by reason of a court order or injunction, the Trustee
      shall resume payment of benefits only upon receipt of an order of a court of
      competent jurisdiction requiring such payment. For purposes of this Trust
      Agreement, a public statement issued by the Bank or a periodical or general
      circulation, including, but not limited to, The New
      York Times
      or
The
      Wall Street Journal,
      shall
      be deemed to be reliable sources.

    


     8.2    In
      the
      event that the Bank is Insolvent, the Trustee shall deliver any undistributed
      principal and income of the Trust Fund to satisfy claims of the Bank’s general
      creditors as directed by a court of competent jurisdiction.

    


     8.3    If
      the
      Trustee discontinues payments of Benefits from the Trust pursuant to Section
      8.1
      of this Trust Agreement and subsequently resumes such payments, the first
      payment to each Trust Beneficiary following such discontinuance shall. include
      the aggregate amount of all payments which would have been made to such Trust
      Beneficiary in accordance with written instructions from the Bank during the
      period of such discontinuance without interest, less the aggregate amount of
      payments of Benefits, if any, certified by the Bank in writing as having been
      made to such Trust Beneficiary by the Bank during any such period of
      discontinuance. In the event that the Trustee has not received such
      certification prior to making a payment hereunder, the Trustee shall be entitled
      to make such payment as if the Bank has not made any such payments.

    


    SECTION
      9.    Third
      Parties.

    


     9.1    A
      third
      party dealing with the Trustee shall not be required to make inquiry as to
      the
      authority of the Trustee to take any action nor be under any obligation to
      see
      to the proper application by the Trustee of the proceeds of sale of any property
      sold by the Trustee or to inquire into the validity or propriety of any act
      of
      the Trustee.

    


    
      
        
          
          

        

        
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    SECTION
      10.          Taxes,
      Expenses and Compensation.

    


     10.1    The
      Bank
      shall from time to time pay taxes of any and all kinds whatsoever which at
      any
      time are lawfully levied or assessed upon or become payable in respect of the
      Trust Fund, the income or any property forming a part thereof, or any security
      transaction pertaining thereto. To the extent that any taxes
      lawfully
      levied or assessed upon the Trust Fund are not paid by the Bank, the Trustee
      shall pay such taxes out of the Trust Fund. The Trustee shall at the Bank’s
      expense, contest the validity of any such taxes in any manner deemed appropriate
      by the Bank or its counsel but only if it has received security to its
      satisfaction with respect to the expense of such contest; provided, however,
      that the Trustee shall have no obligation to contest any such taxes if it
      provides notice to the Bank that it declines to so contest. Notwithstanding
      the
      foregoing proviso, if following the delivery of such notice to the Bank, the
      Bank again directs the Trustee in writing to contest the validity of any such
      taxes (and provides the requisite security for expenses), the Trustee shall
      have
      no obligation to contest any such taxes if it receives an opinion of counsel
      of
      its choice to the effect that there is no basis in law or fact for such contest.
      In the event that the Bank does not pay any expense of such contest, the Trustee
      shall pay such expense, be reimbursed out of the Trust Fund and shall have
      the
      lien against the Trust Fund for such reimbursement. In the alternative, the
      Bank
      may itself directly contest the validity of any such taxes.

    


     10.2    The
      Bank
      shall pay the reasonable expenses incurred by the Trustee in the performance
      of
      its duties under this Trust Agreement, including, but not limited to, reasonable
      fees of counsel engaged by the Trustee. Such reasonable compensation and
      expenses shall be charged against and paid from the Trust Fund to the extent
      the
      Bank does not pay such compensation and expenses.

    


     10.3    The
      individual Trustees shall not receive compensation for their
      services.

    


    SECTION
      11.          Administration
      and Records.

    


     11.1    The
      Trustee shall keep or cause to be kept accurate and detailed accounts of any
      investments, receipts, disbursements and other transactions under this Trust
      Agreement and all necessary and appropriate records required to identify
      correctly and reflect accurately the interests, if any, of the trust in any
      commingled investment account. All accounts, books and records relating thereto
      shall be open to inspection and audit at all reasonable times by any person
      designated by the Bank.

    


     11.2    As
      soon
      as practicable after the close of each fiscal year, but in no event later than
      60 days after such date, and as soon as practicable after the termination of
      the
      Trust, but in no event later than 60 days after such termination, the Trustee
      shall file with the Bank a written account setting forth all investments,
      receipts, disbursements and other transactions effected
      by it during the fiscal year, or during the period from the close of the most
      recent fiscal year to the date of such termination, including a description
      of
      all investments and securities

    


    
      
        
          
          

        

        
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    purchased
      and sold showing all cash, securities and other property held at the end of
      such
      period. Upon the expiration of 90 days from the date of filing such account,
      the
      Trustee shall, to the extent permitted by applicable law, be released and
      discharged from all liability and accountability with respect to the propriety
      of its acts and transactions shown in such account except with respect to any
      such acts or transactions as to which the Bank shall within such 90-day period
      file with the Trustee written objections.

    


     11.3    The
      Trustee shall from time to time permit an independent public accountant selected
      by the Bank to have access during ordinary business hours to such records as
      may
      be necessary to audit the Trustee’s accounts.

    


     11.4    As
      of the
      last day of each fiscal year, the market value of the assets held in the Trust
      Fund shall be determined. As soon as practicable after the close of each fiscal
      year, but in no event later than 60 days after such date, the Trustee shall
      file
      with the Bank and a written report of the determination of such market value
      of
      the assets held in the Trust Fund.

    


     11.5    Nothing
      contained in this Trust Agreement shall be construed as depriving the Trustee
      or
      the Bank the right to have a judicial settlement of the Trustee’s accounts, and
      upon any proceeding for a judicial settlement of the Trustee’s accounts or for
      instructions the only necessary parties thereto in addition to the Trustee
      shall
      be the Bank.

    


     11.6    In
      addition to any returns required of the Trustee by law, the Trustee shall
      prepare and file such tax reports and other returns as may be agreed upon by
      the
      Bank and the Trustee.

    


    SECTION
      12.          Removal
      or Resignation of a Trustee and Designation of Successor Trustee.

    


     12.1    At
      any
      time the Bank may remove an individual Trustee with or without stated cause,
      upon at least 60 days’ written notice to the Trustee, unless such advance notice
      period is waived by the Trustee.

    


     12.2    An
      individual Trustee may resign at any time upon at least 60 days’ written notice
      to the Bank unless such advance notice period is waived by the
      Bank.

    


     12.3    In
      the
      event of such notice of removal or resignation of the Trustee, the Bank may,
      within a reasonable period of time, designate a successor trustee qualified
      to
      act under this Trust Agreement; provided, however, that the Bank shall not
      be
      required to designate a successor trustee so long as there remains at least
      one
      individual Trustee following such resignation or removal. Each such successor
      trustee, during such period as it shall act as such, shall have the powers
      and
      duties herein conferred upon the Trustee, and the word “Trustee” wherever used
      herein, except where the context otherwise requires, shall be deemed to include
      any successor trustee.

    


    


    
      
        
          
          

        

        
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    SECTION
      13.         Enforcement
      of Trust Agreement and Legal Proceedings.

    


     13.1    The
      Bank
      shall have the right to enforce any provision of this Trust Agreement. In any
      action or proceedings affecting the Trust Fund the only necessary parties shall
      be the Bank and the Trustee and, except as otherwise required by applicable
      law,
      no other person shall be entitled to any notice or service of process. Any
      judgment entered in such an action or proceeding shall to the maximum extent
      permitted by applicable law be binding and conclusive on all persons having
      or
      claiming to have any interest in the Trust Fund.

    


    SECTION
      14.          Termination.

    


     14.1    The
      trust
      established hereunder shall terminate when all payments which have or may become
      payable pursuant to the terms of the Trust Agreement have been made or the
      ‘Trust Fund has been exhausted or the Trust terminates pursuant to Section 12.3,
      and any remaining assets shall then be paid by Trustee to the Bank.

    


    SECTION
      15.  Amendments.

    


     15.1    The
      Bank
      may from time to time amend or modify, in whole or in part, any or all of the
      provisions of this Trust Agreement with the written consent of the Trustee,
      but
      without the consent of any Trust Beneficiary, except that Sections 1, 3, 6,
      7,
      13, 14 and 15 of this Trust Agreement may be amended only with the consent
      of
      each Trust Beneficiary for whom Benefits are payable hereunder; and all provided
      that (i) no amendment shall be permitted which would cause the trust to cease
      to
      constitute a grantor trust as described in Section 6.3 of this Trust Agreement
      and (ii) no amendment may be made which would reduce or adversely affect the
      amount or timing of payments of Benefits of such Trust Beneficiary as prescribed
      by the Bank in written instructions to the Trustee, without the consent of
      such
      Trust Beneficiary, unless it
      is for
      the purpose of correcting an arithmetic or computational mistake of fact as
      determined by the Bank and so certified to the Trustee by the Bank.

    


     15.2    The
      Bank
      and the Trustee shall execute such supplements to, or amendments of, this Trust
      Agreement as shall be necessary to give effect to any such amendment or
      modification.

    


    SECTION
      16.          Nonalienation.

    


     16.1    Except
      insofar as applicable law may otherwise require and subject to Sections 1,
      3 and
      8 of this Trust Agreement, (1) no amount payable to or in respect of any Trust
      Beneficiary at any time under the trust shall be subject in any manner to
      alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge,
      attachment, charge or encumbrance of any kind, and any attempt to so alienate,
      sell, transfer, assign, pledge, attach, charge or otherwise encumber any such
      amount, whether presently or thereafter payable, shall be void; and (ii) the
      Trust Fund shall in no manner be liable for or subject to the debts or
      liabilities of any Trust Beneficiary.

    


    


    
      
        
          
          

        

        
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    SECTION
      17.          Communications.

    


     17.1    No
      communication shall be binding on the Trustee until it is received by the
      Trustee, and no communication shall be binding on the Bank until it is received
      by the Bank.

    


     17.2    Any
      action of the Bank pursuant to this Trust Agreement, including all orders,
      requests, directions, instructions, approvals and objections of the Bank to
      the
      Trustee, shall be in writing, signed respectively, on behalf of the Bank by
      any
      duly authorized officer of the Bank. Any action by a Trust Beneficiary shall
      be
      in writing. The Trustee may rely on, and will be protected with respect to
      any
      such action taken or omitted in reliance on, any information, order, request,
      direction, instruction, approval, objection, certificate or list delivered
      to
      the Trustee by the Bank or, to the extent applicable under this Trust Agreement,
      by a Trust Beneficiary.

    


    SECTION
      18.          Miscellaneous
      Provisions.

    


     18.1    This
      Trust Agreement shall be binding upon and inure to the benefit of the Bank
      and
      the Trustee and their respective successors and assigns.

    


     18.2    The
      Trustee shall be under no duties except those as are specifically set forth
      as
      such in this Agreement and no implied covenant or obligation will be read in
      this Agreement
      against
      the Trustee. The Trustee shall have no responsibility with respect to the
      administration or operation of the. Plan and such responsibility shall be that
      of the Bank. The Trustee shall be fully protected in acting upon any instrument,
      certificate or paper supplied to it in accordance with the terms of this Trust
      Agreement and reasonably believed by it to be genuine and to be signed or
      presented by the proper person or persons, and the Trustee shall be under no
      duty to make any investigation or inquiry as to any statement contained in
      any
      such writing but may accept same as conclusive evidence of the truth and
      accuracy of the statements therein contained. The Bank shall indemnify and
      save
      harmless the Trustee and its agents from and against any and all losses,
      liabilities (including liabilities for penalties), actions, suits, judgments,
      demands, damages, costs and expenses, (including, without limitations,
      attorneys’ fees and expenses) of any nature arising from or relating to any
      action by or any failure to act by the Trustee, its officers, employees and
      agents for the transactions contemplated by this Trust Agreement including,
      but
      not limited to, any claim made by a Trust Beneficiary with respect to payments
      made or to be made by the Trustee except to the extent that any such loss,
      liability, action, suit, judgment, demand, damage, cost or expense is the result
      of the Trustee’s negligence or wilful misconduct of the Trustee, its officers,
      employees or agents. To the extent that the Bank does not fulfill its
      obligations under the foregoing provisions of this Section 18.2, the Trustee
      shall be reimbursed out of the assets of the Trust Fund or may set up reasonable
      reserve for the payment of such obligations.

    


     18.3    Each
      Trust Beneficiary shall file with the Bank (which will advise the Trustee
      thereof in writing) such pertinent information concerning himself, and any
      other
      person as the Trustee shall specify, and no person shall have any rights or
      be
      entitled to any benefits under the trust unless such information is filed by
      or
      with respect to such person.

    


    
      
        
          
          

        

        
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     18.4    Titles
      to
      the Sections of this Trust Agreement are included for convenience only and
      shall
      not control the meaning or interpretation of any provision of this Trust
      Agreement.

    


     18.5    This
      Trust Agreement and the Trust Fund established hereunder shall be governed
      by
      and construed, enforced, and administered in accordance with the laws of the
      Commonwealth of Pennsylvania and the Trustee shall be liable to account only
      in
      the courts of the Commonwealth of Pennsylvania.

    


     18.6    This
      Trust Agreement may be executed in any number of counterparts, each of which
      shall be deemed to be the original although the others shall not be
      produced.

     

     

     

     

    


    
      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, this Trust Agreement has been duly executed by the parties
        hereto as of the day and year first above written.

    

    


    


    
      	
              Attest:

            	
              BENEFICIAL
                MUTUAL SAVINGS BANK

            
	 	 
	____________________________ 	
              By:
                ____________________________ 

            
	
              Secretary

            	 
	 	 
	
              Witness:

            	 
	____________________________ 	____________________________ 
	 	
              Trustee

            
	
              Witness:

            	 
	 	 
	____________________________ 	____________________________ 
	 	
              Trustee

            
	
              Witness:

            	 
	 	 
	____________________________  	____________________________ 
	 	
              Trustee

            
	
              Witness:

            	 
	 	 
	____________________________ 	____________________________ 
	 	
              Trustee

            
	
              Witness:

            	 
	 	 
	____________________________ 	____________________________ 
	 	
              Trustee

            
	
              Witness:

            	 
	 	 
	____________________________ 	____________________________ 
	 	
              Trustee

            
	
              Witness:

            	 
	 	 
	____________________________ 	____________________________ 
	 	
              Trustee

            
	
              Witness:

            	 
	 	 
	____________________________ 	____________________________ 
	 	
              Trustee

            


    

    


    


    


    
      
        
          
          

        

        
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    AMENDMENT
      NO. 1

    TO
      THE

    SUPPLEMENTAL
      PENSION AND RETIREMENT PLAN

    OF
      BENEFICIAL MUTUAL SAVINGS BANK

    EFFECTIVE
      JULY I, 1991

    


    This
      Amendment is made this ___ day
      of
      _________,
      1998 by
      Beneficial Mutual Savings Bank (the “Bank”).

    


    W
      I T
      N E S S E T H:

    


    WHEREAS,
      the Bank adopted the Supplemental Pension and Retirement Plan of Beneficial
      Mutual Savings Bank (“Supplemental Plan”), effective as of July 1, 1991, to
      provide benefits to certain officers of the Bank which would have been payable
      to them under the Employees’ Pension and Retirement Plan of Beneficial Mutual
      Savings Bank but for the limitations under the Internal Revenue Code (“Code”);
      and

     

    WHEREAS,
      the Bank adopted the Beneficial Mutual Savings Bank Elective Deferred
      Compensation Plan, effective October 1, 1996, to enable certain officers of
      the
      Bank to defer the receipt of compensation that they cannot otherwise contribute
      to the Bank’s 401(k) Savings Plan because of the limitations of the Code;
      and

    


    WHEREAS,
      the Employees’ Pension and Retirement Plan (“Qualified Plan”) and the
      Supplemental Plan do not count an officer’s deferred compensation for purposes
      of determining benefits; and

    


    WHEREAS,
      the Bank desires to amend the Supplemental Plan to provide for the payment
      of
      benefits which would have been payable to them under the Qualified Plan if
      such
      Plan included an officer’s deferred compensation as compensation for purposes of
      determining benefits.

    


    NOW,
      THEREFORE, BE IT RESOLVED, that the Bank hereby amends the Supplemental Pension
      and Retirement Plan of Beneficial Mutual Savings Bank, effective as of October
      1, 1996, as follows:

    


    1.    Section
      2.10 is added to the Plan to read as follows:

    


    “2.10
      “Deferred Compensation Plan” means the. Beneficial Mutual Savings Bank Elective
      Deferred Compensation Plan, as from time to time amended.”

    


    2.    Section
      3.1(a) is amended to read as follows:

    


    “A
      Participant who terminates employment with the Bank and is eligible to receive
      benefits under the Pension Plan immediately upon such termination shall receive
      benefits under this Plan equal to the excess, if any, of (i) the benefits which
      would have been payable to the Participant under the Pension Plan if (A) the
      Limitations were not applicable and (B) the Participant’s deferred compensation
      under the Deferred Compensation Plan were counted as Compensation
      under the Pension Plan, over (ii) benefits actually payable under the Pension
      Plan.”

    


    
      
        
          
          

        

        
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    IN
      WITNESS WHEREOF, the Bank has caused this Amendment to be executed by its duly
      authorized officers the date and year first written above.

    


    
      	
              Attest:

            	
              BENEFICIAL
                MUTUAL SAVINGS BANK

            
	 	 
	 	 
	____________________________ 	
              By:____________________________ 

            


    

    


    
 

     

     

     

     

     

     

     

     

     

     

     

     

    20