Exhibit 10.2


    
      

    

     

    Exhibit
      10.2

    

      LOAN
        AGREEMENT

      


      


      THIS
        LOAN AGREEMENT
        (“Loan
        Agreement”) is made and entered into as of the ___ day of ______________, 2007,
        by and between the
        BENEFICIAL MUTUAL SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN
        TRUST
        (“Borrower”), a trust forming part of the Beneficial Mutual Savings Bank
        Employee Stock Ownership Plan (“ESOP”); and
        BENEFICIAL MUTUAL BANCORP, INC.
        (“Lender”), a corporation organized and existing under the laws of the United
        States of America.

      


      W
        I T N E
        S S E T H

      


      WHEREAS,
        the Borrower is authorized to purchase shares of common stock of Beneficial
        Mutual Bancorp, Inc. (“Common Stock”), either directly from Beneficial Mutual
        Bancorp, Inc. or in open market purchases in an amount not to exceed _________
        shares of Common Stock.

       

      WHEREAS,
        the Borrower is authorized to borrow funds from the Lender for the purpose
        of
        financing authorized purchases of Common Stock; and

      


      WHEREAS,
        the Lender is willing to make a loan to the Borrower for such
        purpose.

      


      NOW,
        THEREFORE, the parties agree hereto as follows:

      


      


      ARTICLE
        I

      


      DEFINITIONS

      


      The
        following definitions shall apply for purposes of this Loan Agreement, except
        to
        the extent that a different meaning is plainly indicated by the
        context:

      


      Business
        Day
        means
        any day other than a Saturday, Sunday or other day on which banks are authorized
        or required to close under federal or local law or regulation.

      


      Code
        means
        the Internal Revenue Code of 1986, as amended (including the corresponding
        provisions of any succeeding law).

      


      Default
        means an
        event or condition which would constitute an Event of Default. The determination
        as to whether an event or condition would constitute an Event of Default
        shall
        be determined without regard to any applicable requirements of notice or
        lapse
        of time.

      


      ERISA
        means
        the Employee Retirement Income Security Act of 1974, as amended (including
        the
        corresponding provisions of any succeeding law).

      


      Event
        of Default
        means an
        event or condition described in Article 5.

      


      Loan
        means
        the loan described in section 2.1.

      


      Loan
        Documents
        means,
        collectively, the Loan Agreement, the Promissory Note and the Pledge Agreement
        and all other documents now or hereafter executed and delivered in connection
        with such documents, including all amendments, modifications and supplements
        of
        or to all such documents.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      Pledge
        Agreement
        means
        the agreement described in section 2.8(a).

      


      Principal
        Amount
        means
        the face amount of the Promissory Note, determined as set forth in section
        2.1(c).

      


      Promissory
        Note
        means
        the promissory note described in section 2.3.

      


      Register
        means
        the register described in section 2.9.

      


      


      ARTICLE
        II

      


      THE
        LOAN;
        PRINCIPAL AMOUNT;

      INTEREST;
        SECURITY; INDEMNIFICATION

      


      Section
        2.1    The
        Loan; Principal Amount.

      


      (a)    The
        Lender hereby agrees to lend to the Borrower such amount, and at such time,
        as
        shall be determined under this Section 2.1; provided, however, that in no
        event
        shall the aggregate amount lent under this Loan Agreement from time to time
        exceed the greater of (i) $__________ or (ii) the aggregate amount paid by
        the Borrower to purchase up to _________ shares of Common Stock.

      


      (b)    Subject
        to the limitations of Section 2.1(a), the Borrower shall determine the amounts
        borrowed under this Agreement, and the time at which such borrowings are
        effected. Each such determination shall be evidenced in a writing which shall
        set forth the amount to be borrowed and the date on which the Lender shall
        disburse such amount, and such writing shall be furnished to the Lender by
        notice from the Borrower. The Lender shall disburse to the Borrower the amount
        specified in each such notice on the date specified therein or, if later,
        as
        promptly as practicable following the Lender’s receipt of such notice; provided,
        however, that the Lender shall have no obligation to disburse funds pursuant
        to
        this Agreement following the occurrence of a Default or an Event of Default
        until such time as such Default or Event of Default shall have been
        cured.

      


      (c)    For
        all
        purposes of this Loan Agreement, the Principal Amount on any date shall be
        equal
        to the excess, if any, of:

      


      
        	 	
                (i)

              	
                the
                  aggregate amount disbursed by the Lender pursuant to section 2.1(b)
                  on or
                  before such date; over

              


      

      


      
        	 	
                (ii)

              	
                the
                  aggregate amount of any repayments of such amounts made before
                  such
                  date.

              


      

      


      The
        Lender shall maintain on the Register a record of, and shall record in the
        Promissory Note, the Principal Amount, any changes in the Principal Amount
        and
        the effective date of any changes in the Principal Amount.

      


      Section
        2.2     Interest.

      


      (a)    The
        Borrower shall pay to the Lender interest on the Principal Amount, for the
        period commencing with the first disbursement of funds under this Loan Agreement
        and continuing until the Principal Amount shall be paid in full, at the rate
        of
        ______________ percent (_____%) per annum. Interest payable under this Agreement
        shall be computed on the basis of a year of 365 days and actual days elapsed
        (including the first day but excluding the last) occurring during the period
        to
        which the computation relates.


      
        
          
          

        

        
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      (b)    Accrued
        interest on the Principal Amount shall be payable by the Borrower on the
        dates
        set forth in Schedule I to the Promissory Note. All interest on the Principal
        Amount shall be paid by the Borrower in immediately available
        funds.

      


      (c)    Anything
        in the Loan Agreement or the Promissory Note to the contrary notwithstanding,
        the obligation of the Borrower to make payments of interest shall be subject
        to
        the limitation that payments of interest shall not be required to be made
        to the
        Lender to the extent that the Lender’s receipt thereof would not be permissible
        under the law or laws applicable to the Lender limiting rates of interest
        which
        may be charged or collected by the Lender. Any such payment referred to in
        the
        preceding sentence shall be made by the Borrower to the Lender on the earliest
        interest payment date or dates on which the receipt thereof would be permissible
        under the laws applicable to the Lender limiting rates of interest which
        may be
        charged or collected by the Lender. Such deferred interest shall not bear
        interest.

      


      Section
        2.3    Promissory
        Note.

      


      The
        Loan
        shall be evidenced by the Promissory Note of the Borrower attached hereto
        as an
        exhibit payable to the order of the lender in the Principal Amount and otherwise
        duly completed.

      


      Section
        2.4    Payment
        of Trust Loan.

      


      The
        Principal Amount of the Loan shall be repaid in accordance with Schedule
        I to
        the Promissory Note on the dates specified therein until fully
        paid.

      


      Section
        2.5    Prepayment.

      


      The
        Borrower shall be entitled to prepay the Loan in whole or in part, at any
        time
        and from time to time; provided, however, that the Borrower shall give notice
        to
        the Lender of any such prepayment; and provided, further, that any partial
        prepayment of the Loan shall be in an amount not less than $1,000. Any such
        prepayment shall be: (a) permanent and irrevocable; (b) accompanied by all
        accrued interest through the date of such prepayment; (c) made without premium
        or penalty; and (d) applied on the inverse order of the maturity of the
        installment thereof unless the Lender and the Borrower agree to apply such
        prepayments in some other order.

      


      Section
        2.6    Method
        of Payments.

      


      (a)    All
        payments of principal, interest, other charges (including indemnities) and
        other
        amounts payable by the Borrower hereunder shall be made in lawful money of
        the
        United States, in immediately available funds, to the Lender at the address
        specified in or pursuant to this Loan Agreement for notices to the Lender,
        on
        the date on which such payment shall become due. Any such payment made on
        such
        date but after such time shall, if the amount paid bears interest, and except
        as
        expressly provided to the contrary herein, be deemed to have been made on,
        and
        interest shall continue to accrue and be payable thereon until, the next
        succeeding Business Day. If any payment of principal or interest becomes
        due on
        a day other than a Business Day, such payment may be made on the next succeeding
        Business Day, and when paid, such payment shall include interest to the day
        on
        which payment is in fact made.


      
        
          
          

        

        
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      (b)    Notwithstanding
        anything to the contrary contained in this Loan Agreement or the Promissory
        Note, the Borrower shall not be obligated to make any payment, repayment
        or
        prepayment on the Promissory Note if doing so would cause the ESOP to cease
        to
        be an employee stock ownership plan within the meaning of section 4975(e)(7)
        of
        the Code or qualified under section 401(a) of the Code or cause the Borrower
        to
        cease to be a tax exempt trust under section 501(a) of the Code or if such
        act
        or failure to act would cause the Borrower to engage in any “prohibited
        transaction” as such term is defined in the section 4975(c) of the Code and the
        regulations promulgated thereunder which is not exempted by section 4975(c)(2)
        or (d) of the Code and the regulations promulgated thereunder or in section
        406
        of ERISA and the regulations promulgated thereunder which is not exempted
        by
        section 408(b) of ERISA and the regulations promulgated thereunder; provided,
        however, that in each case, the Borrower, may act or refrain from acting
        pursuant to this section 2.6(b) on the basis of an opinion of counsel, and
        any
        opinion of such counsel. The Borrower may consult with counsel, and any opinion
        of such counsel shall be full and complete authorization and protection in
        respect of any action taken or suffered or omitted by it hereunder in good
        faith
        and in accordance with such opinion of counsel. Nothing contained in this
        section 2.6(b) shall be construed as imposing a duty on the Borrower to consult
        with counsel. Any obligation of the Borrower to make any payment, repayment
        or
        prepayment on the Promissory Note or refrain from taking any other act hereunder
        or under the Promissory Note which is excused pursuant to this section 2.6(b)
        shall be considered a binding obligation of the Borrower, or both, as the
        case
        may be, for the purposes of determining whether a Default or Event of Default
        has occurred hereunder or under the Promissory Note and nothing in this section
        2.6(b) shall be construed as providing a defense to any remedies otherwise
        available upon a Default or an Event of Default hereunder (other than the
        remedy
        of specific performance).

      


      Section
        2.7    Use
        of Proceeds of Loan.

      


      The
        entire proceeds of the Loan shall be used solely for acquiring shares of
        Common
        Stock, and for no other purpose whatsoever.

      


      Section
        2.8    Security.

      


      (a)    In
        order
        to secure the due payment and performance by the Borrower of all of its
        obligations under this Loan Agreement, simultaneously with the execution
        and
        delivery of this Loan Agreement by the Borrower, the Borrower
        shall:

      


      
        	 	
                (i)

              	
                pledge
                  to the Lender as Collateral (as defined in the Pledge Agreement),
                  and
                  grant to the Lender a first priority lien on and security interest
                  in, the
                  Common Stock purchased with the Principal Amount, by the execution
                  and
                  delivery to the lender of the Pledge Agreement attached hereto
                  as an
                  exhibit; and

              


      

      


      
        	 	
                (ii)

              	
                execute
                  and deliver, or cause to be executed and delivered, such other
                  agreement,
                  instruments and documents as the Lender may reasonably require
                  in order to
                  effect the purposes of the Pledge Agreement and this Loan
                  Agreement.

              


      

      


      (b)    The
        Lender shall release from encumbrance under the Pledge Agreement and transfer
        to
        the Borrower, as of the date on which any payment or repayment of the Principal
        Amount is made, a number of shares of Common Stock held as Collateral determined
        pursuant to the applicable provisions of the ESOP.


      
        
          
          

        

        
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      Section
        2.9    Registration
        of the Promissory Note.

      


      (a)    The
        Lender shall maintain a Register providing for the registration of the Principal
        Amount and any stated interest and of transfer and exchange of the Promissory
        Note. Transfer of the Promissory Note may be effected only by the surrender
        of
        the old instrument and either the reissuance by the Borrower of the old
        instrument to the new holder or the issuance by the Borrower of a new instrument
        to the new holder. The old Promissory Note so surrendered shall be canceled
        by
        the Lender and returned to the Borrower after such cancellation.

      


      (b)    Any
        new
        Promissory Note issued pursuant to section 2.9(a) shall carry the same rights
        to
        interest (unpaid and to accrue) carried by the Promissory Note so transferred
        or
        exchanged so that there will not be any loss or gain of interest on the note
        surrender. Such new Promissory Note shall be subject to all of the provisions
        and entitled to all of the benefits of this Agreement. Prior to due presentment
        for registration or transfer, the Borrower may deem and treat the registered
        holder of any Promissory Note as the holder thereof for purposes of payment
        and
        other purposes. A notation shall be made on each new Promissory Note of the
        amount of all payments of principal and interest theretofore paid.

      


      


      ARTICLE
        III

      


      REPRESENTATIONS
        AND WARRANTIES OF THE BORROWER

      


      The
        Borrower hereby represents and warrants to the Lender as follows:

      


      Section
        3.1    Power,
        Authority, Consents.

      


      The
        Borrower has the power to execute, deliver and perform this Loan Agreement,
        the
        Promissory Note and Pledge Agreement, all of which have been duly authorized
        by
        all necessary and proper corporate or other action.

      


      Section
        3.2    Due
        Execution, Validity, Enforceability.

      


      Each
        of
        the Loan Documents, including, without limitation, this Loan Agreement, the
        Promissory Note and the Pledge Agreement, has been duly executed and delivered
        by the Borrower; and each constitutes the valid and legally binding obligation
        of the Borrower, enforceable in accordance with its terms.

      


      Section
        3.3    Properties,
        Priority of Liens.

      


      The
        liens
        which have been created and granted by the Pledge Agreement constitute valid,
        first liens on the properties and assets covered by the Pledge Agreement,
        subject to no prior or equal lien.

      


      Section
        3.4    No
        Defaults, Compliance with Laws.

      


      The
        Borrower is not in default in any material respect under any agreement,
        ordinance, resolution, decree, bond, note, indenture, order or judgment to
        which
        it is a party or by which it is bound, or any other agreement or other
        instrument by which any of the properties or assets owned by it is materially
        affected.


      
        
          
          

        

        
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      Section
        3.5    Purchase
        of Common Stock.

      


      Upon
        consummation of any purchase of Common Stock by the Borrower with the proceeds
        of the Loan, the Borrower shall acquire valid, legal and marketable title
        to all
        of the Common Stock so purchased, free and clear of any liens, other than
        a
        pledge to the Lender of the Common Stock so purchased pursuant to the Pledge
        Agreement. Neither the execution and delivery of the Loan Documents nor the
        performance of any obligation thereunder violates any provisions of law or
        conflicts with or results in a breach of or creates (with or without the
        giving
        of notice of lapse of time, or both) a default under any agreement to which
        the
        Borrower is a party or by which it is bound or any of its properties is
        affected. No consent of any federal, state, or local governmental authority,
        agency, or other regulatory body, the absence of which could have a materially
        adverse effect on the Borrower or the Trustee, is or was required to be obtained
        in connection with the execution, delivery, or performance of the Loan Documents
        and the transaction contemplated therein or in connection therewith, including
        without limitation, with respect to the transfer of the shares of Common
        Stock
        purchased with the proceeds of the Loan pursuant thereto.

      


      Section
        3.6    ESOP;
        Contributions.

      


      As
        of the
        effective date of the ESOP sponsor’s conversion, the ESOP and the Borrower will
        be duly created, organized and maintained by the ESOP sponsor in compliance
        with
        all applicable laws, regulations and rulings. The ESOP will qualify as an
        “employee stock ownership plan” as defined in section 4975(e)(7) of the Code.
        The ESOP provides that the ESOP sponsor may make contributions to the ESOP
        in an
        amount necessary to enable the Trustee to amortize the Loan in accordance
        with
        the terms of the Promissory Note; provided, however, that no such contributions
        shall be required if they would adversely affect the qualification of the
        ESOP
        under section 401(a) of the Code.

      


      Section
        3.7    Trustee.

      


      The
        trustee of the ESOP has been duly appointed by the ESOP sponsor. 

      


      Section
        3.8    Compliance
        with Laws; Actions.

      


      Neither
        the execution and delivery by the Borrower of this Loan Agreement or any
        instruments required thereby, nor compliance with the terms and provisions
        of
        any such documents by the lender, constitutes a violation of any provision
        of
        any law or any regulation, order, writ, injunction or decree of any court
        or
        governmental instrumentality, or an event of default under any agreement,
        to
        which the Borrower is a party, to which the Borrower is bound or to which
        the
        Borrower is subject, which violation or event of default would have a material
        adverse effect on the Borrower. There is no action or proceeding pending
        or
        threatened against either the ESOP or the Borrower before any court or
        administrative agency.

      


      


      ARTICLE
        IV

      


      REPRESENTATIONS
        AND WARRANTIES OF THE LENDER

      


      The
        Lender hereby represents and warrants to the Borrower as follows:

      


      Section
        4.1    Power,
        Authority, Consents.

      


      The
        Lender has the power to execute, deliver and perform this Loan Agreement,
        the
        Pledge Agreement and all documents executed by the Lender in connection with
        the
        Loan, all of 


      
        
          
          

        

        
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      which
        have been duly authorized by all necessary and proper corporate or other
        action.
        No consent, authorization or approval or other action by any governmental
        authority or regulatory body, and no notice by the Lender to, or filing by
        the
        Lender with, any governmental authority or regulatory body is required for
        the
        due execution, delivery and performance of this Loan Agreement.

      


      Section
        4.2    Due
        Execution, Validity, Enforceability.

      


      This
        Loan
        Agreement and the Pledge Agreement have been duly executed and delivered
        by the
        Lender, and each constitutes a valid and legally binding obligation of the
        Lender, enforceable in accordance with its terms.

       

      


      ARTICLE
        V

      


      EVENTS
        OF DEFAULT

      


      Section
        5.1    Events
        of Default under Loan Agreement.

      


      Each
        of
        the following events shall constitute an “Event of Default”
hereunder:

      


      (a)    Failure
        to make any payment or mandatory prepayment of principal of the Promissory
        Note
        when due, or failure to make any payment of interest on the Promissory Note
        not
        later than five (5) Business Days after the date when due.

      


      (b)    Failure
        by the Borrower to perform or observe any term, condition or covenant of
        this
        Loan Agreement or of any of the other Loan Documents, including, without
        limitation, the Promissory Note and the Pledge Agreement.

      


      (c)    Any
        representation or warranty made in writing to the Lender in any of the Loan
        Documents, or any certificate, statement or report made or delivered in
        compliance with this Loan Agreement, shall have been false or misleading
        in any
        material respect when made or delivered.

      


      Section
        5.2    Lender’s
        Rights upon Event of Default.

      


      If
        an
        Event of Default under this Loan Agreement shall occur and be continuing,
        the
        Lender shall have no rights to assets of the Borrower other than: (a)
        contributions (other than contributions of Common Stock) that are made by
        the
        ESOP sponsor to enable the Borrower to meet its obligations pursuant to this
        Loan Agreement and earnings attributable to the investment of such contributions
        and (b) “Eligible Collateral” (as defined in the Pledge Agreement); provided,
        however, that: (i) the value of the Borrower’s assets transferred to the Lender
        following an Event of Default in satisfaction of the due and unpaid amount
        of
        the Loan shall not exceed the amount in default (without regard to amounts
        owing
        solely as a result of any acceleration of the Loan); (ii) the Borrower’s assets
        shall be transferred to the Lender following an Event of Default only to
        the
        extent of the failure of the Borrower to meet the payment schedule of the
        Loan;
        and (iii) all rights of the Lender to the Common Stock purchased with the
        proceeds of the Loan covered by the Pledge Agreement following an Event of
        Default shall be governed by the terms of the Pledge Agreement.

      



      
        
          
          

        

        
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      ARTICLE
        VI

      


      MISCELLANEOUS
        PROVISIONS

      


      Section
        6.1    Payments
        Due to the Lender.

      


      If
        any
        amount is payable by the Borrower to the Lender pursuant to any indemnity
        obligation contained herein, then the Borrower shall pay, at the time or
        times
        provided therefor, any such amount and shall indemnify the Lender against
        and
        hold it harmless from any loss or damage resulting from or arising out of
        the
        nonpayment or delay in payment of any such amount. If any amounts as to which
        the Borrower has so indemnified the Lender hereunder shall be assessed or
        levied
        against the Lender, the Lender may notify the Borrower and make immediate
        payment thereof, together with interest or penalties in connection therewith,
        and shall thereupon be entitled to and shall receive immediate reimbursement
        therefor from the Borrower, together with interest on each such amount as
        provided for in section 2.2(c). Notwithstanding any other provision contained
        in
        this Loan Agreement, the covenants and agreements of the Borrower contained
        in
        this section 6.1 shall survive: (a) payment of the Promissory Note and (b)
        termination of this Loan Agreement.

      


      Section
        6.2    Payments.

      


      All
        payments hereunder and under the Promissory Note shall be made without set-off
        or counterclaim and in such amounts as may be necessary in order that all
        such
        payments shall not be less than the amounts otherwise specified to be paid
        under
        this Loan Agreement and the Promissory Note, subject to any applicable tax
        withholding requirements. Upon payment in full of the Promissory Note, the
        Lender shall mark such Promissory Note “Paid” and return it to the
        Borrower.

      


      Section
        6.3    Survival.

      


      All
        agreements, representations and warranties made herein shall survive the
        delivery of this Loan Agreement and the Promissory Note.

      


      Section
        6.4    Modifications,
        Consents and Waivers; Entire Agreement.

      


      No
        modification, amendment or waiver of or with respect to any provision of
        this
        Loan Agreement, the Promissory Note, the Pledge Agreement, or any of the
        other
        Loan Documents, nor consent to any departure from any of the terms or conditions
        thereof, shall in any event be effective unless it shall be in writing and
        signed by the party against whom enforcement thereof is sought. Any such
        waiver
        or consent shall be effective only in the specific instance and for the purpose
        for which given. No consent to or demand on a party in any case shall, of
        itself, entitle it to any other or further notice or demand in similar or
        other
        circumstances. This Loan Agreement embodies the entire agreement and
        understanding between the Lender and the Borrower and supersedes all prior
        agreements and understandings relating to the subject matter
        hereof.

       

      Section
        6.5    Remedies
        Cumulative.

      


      Each
        and
        every right granted to the Lender hereunder or under any other document
        delivered hereunder or in connection herewith, or allowed it by law or equity,
        shall be cumulative and may be exercised from time to time. No failure on
        the
        part of the Lender or the holder of the Promissory Note to exercise, and
        no
        delay in exercising, any right shall operate as a waiver thereof, nor shall
        any
        single or partial exercise of any right preclude any other or future exercise
        thereof or the exercise of any other right. The due payment and performance
        of
        the 


      
        
          
          

        

        
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      obligations
        under the Loan Documents shall be without regard to any counterclaim, right
        of
        offset or any other claim whatsoever which the Borrower may have against
        the
        Lender and without regard to any other obligation of any nature whatsoever
        which
        the Lender may have to the Borrower, and no such counterclaim or offset shall
        be
        asserted by the Borrower in any action, suit or proceeding instituted by
        the
        Lender for payment or performance of such obligations.

      


      Section
        6.6 Further
        Assurances; Compliance with Covenants.

      


      At
        any
        time and from time to time, upon the request of the Lender, the Borrower
        shall
        execute, deliver and acknowledge or cause to be executed, delivered and
        acknowledged, such further documents and instruments and do such other acts
        and
        things as the Lender may reasonably request in order to fully effect the
        terms
        of this Loan Agreement, the Promissory Note, the Pledge Agreement, the other
        Loan Documents and any other agreements, instruments and documents delivered
        pursuant hereto or in connection with the Loan.

      


      Section
        6.7    Notices.

      


      Except
        as
        otherwise specifically provided for herein, all notice, requests, reports
        and
        other communications pursuant to this Loan Agreement shall be in writing,
        either
        by letter (delivered by hand or commercial messenger service or sent by
        registered or certified mail, return receipt requested, except for routine
        reports delivered in compliance with Article VI hereof which may be sent
        by
        ordinary first-class mail) or telex or telecopier addressed as
        follows:

      


      (a)  If
        to the
        Borrower:


       

      (b)  If
        to the
        Lender:

      


       

      Any
        notice, request or communication hereunder shall be deemed to have been given
        on
        the day on which it is delivered by hand or by commercial messenger service,
        or
        sent by telex or telecopier, to such party at its address specified above,
        or,
        if sent by mail, on the third Business Day after the day deposited in the
        mail,
        postage prepaid, addressed as aforesaid. Any party may change the person
        or
        address to whom or which notices are to be given hereunder, by notice duly
        given
        hereunder; provided, however, that any such notice shall be deemed to have
        been
        given only when actually received by the party to whom it is
        addressed.

      


      Section
        6.8    Counterparts.

       

      This
        Loan
        Agreement may be signed in any number of counterparts which, when taken
        together, shall constitute one and the same document.

      


      Section
        6.9    Construction;
        Governing Law.

      


      The
        headings used in the table of contents and in this Loan Agreement are for
        convenience only and shall not be deemed to constitute a part hereof. All
        uses
        herein of any gender or of singular or plural terms shall be deemed to include
        uses of the other genders or plural or singular terms, as the context may
        require. All references in this Loan Agreement of an Article or section shall
        be
        to an Article or section of this Loan Agreement, unless otherwise specified.
        This Loan Agreement, the Promissory Note, the Pledge Agreement and the other
        Loan Documents shall be governed by, and construed and interpreted in accordance
        with, the laws of the Commonwealth of Pennsylvania.


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      


      Section
        6.10    Severability.

      


      Wherever
        possible, each provision of this Loan Agreement shall be interpreted in such
        manner as to be effective and valid under applicable law; however, the
        provisions of this Loan Agreement are severable, and if any clause or provision
        hereof shall be held invalid or unenforceable in whole or in part in any
        jurisdiction, then such invalidity or unenforceability shall affect only
        such
        clause or provision, or part thereof, in such jurisdiction and shall not
        in any
        manner affect such clause or provision in any other jurisdiction, or any
        other
        clause or provisions in this Loan Agreement in any jurisdiction. Each of
        the
        covenants, agreements and conditions contained in this Loan Agreement are
        independent, and compliance by a party with any of them shall not excuse
        non-compliance by such party with any other. The Borrower shall not take
        any
        action the effect of which shall constitute a breach or violation of any
        provision of this Loan Agreement.

      


      Section
        6.11    Binding
        Effect: No Assignment or Delegation.

      


      This
        Loan
        Agreement shall be binding upon and inure to the benefit of the Borrower
        and its
        successors and the Lender and its successors and assigns. The rights and
        obligations of the Borrower under this Agreement shall not be assigned or
        delegated without the prior written consent of the Lender, and any purported
        assignment or delegation without such consent shall be void.

      



      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have caused this Loan Agreement to be executed
        as
        of the date first written above.

      


      
 

      
        	 	
                BENEFICIAL
                  MUTUAL SAVINGS BANK

                EMPLOYEE
                  STOCK OWNERSHIP PLAN TRUST

                


                


                


                ___________________________________________

                Authorized
                  Trust Officer

                


                


                


                BENEFICIAL
                  MUTUAL BANCORP, INC.

                


                


                


                By:_______________________________________

                    
                  President and Chief Executive
                  Officer

              


      

    

     

     

     

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    

      PLEDGE
        AGREEMENT

      


      


      THIS
        PLEDGE AGREEMENT (“Pledge
        Agreement”) is made as of the ___ day of _________________, 2007, by and between
        the
        BENEFICIAL MUTUAL SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN
        TRUST
        (“Pledgor”), and BENEFICIAL
        MUTUAL BANCORP, INC. (“Pledgee”).

      


      W
        I T N E
        S S E T H

      


      WHEREAS,
        this Pledge Agreement is being executed and delivered to the Pledgee pursuant
        to
        the terms of a Loan Agreement (“Loan Agreement”), by and between the Pledgor and
        the Pledgee;

      


      NOW,
        THEREFORE, in consideration of the mutual agreements contained herein and
        in the
        Loan Agreement, the parties hereto do hereby covenant and agree as
        follows:

      


      Section
        1. Definitions.
        The
        following definitions shall apply for purposes of this Pledge Agreement,
        except
        to the extent that a different meaning is plainly indicated by the context;
        all
        capitalized terms used but not defined herein shall have the respective meanings
        assigned to them in the Loan Agreement:

      


      Collateral
        shall
        mean the Pledged Shares and, subject to section 5 hereof, and to the extent
        permitted by applicable law, all rights with respect thereto, and all proceeds
        of such Pledged Shares and rights.

      


      ESOP
        shall
        mean the Beneficial Mutual Savings Bank Employee Stock Ownership
        Plan.

      


      Event
        of Default
        shall
        mean an event so defined in the Loan Agreement.

      


      Liabilities
        shall
        mean all the obligations of the Pledgor to the Pledgee, howsoever created,
        arising or evidenced, whether direct or indirect, absolute or contingent,
        now or
        hereafter existing, or due or to become due, under the Loan Agreement and
        the
        Promissory Note.

      


      Pledged
        Shares
        shall
        mean all the Shares of Common Stock of the Pledgee purchased by the Pledgor
        with
        the proceeds of the loan made by the Pledgee to the Pledgor pursuant to the
        Loan
        Agreement, but excluding any such shares previously released pursuant to
        section
        4.

      


      Section
        2. Pledge.
        To
        secure the payment of and performance of all the Liabilities, the Pledgor
        hereby
        pledges to the Pledgee, and grants to the Pledgee, a security interest in,
        and
        lien upon, the Collateral.

      


      Section
        3. Representations
        and Warranties of the Pledgor.
        The
        Pledgor represents, warrants, and covenants to the Pledgee as
        follows:

      


      (a)    the
        execution, delivery and performance of this Pledge Agreement and the pledging
        of
        the Collateral hereunder do not and will not conflict with, result in a
        violation of, or constitute a default under, any agreement binding upon the
        Pledgor;

      


      (b)    the
        Pledged Shares are and will continue to be owned by the Pledgor free and
        clear
        of any liens or rights of any other person except the lien hereunder and
        under
        the Loan Agreement in favor of the Pledgee, and the security interest of
        the
        Pledgee in the Pledged Shares and the proceeds thereof is and will continue
        to
        be prior to and senior to the rights of all others;


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      


      


      (c)    this
        Pledge Agreement is the legal, valid, binding and enforceable obligation
        of the
        Pledgor in accordance with its terms;

      


      (d)    the
        Pledgor shall, from time to time, upon request of the Pledgee, promptly deliver
        to the Pledgee such stock powers, proxies, and similar documents, satisfactory
        in form and substance to the Pledgee, with respect to the Collateral as the
        Pledgee may reasonably request; and

      


      (e)    subject
        to the first sentence of section 4(b), the Pledgor shall not, so long as
        any
        Liabilities are outstanding, sell, assign, exchange, pledge or otherwise
        transfer or encumber any of its rights in and to any of the
        Collateral.

      


      Section
        4. Eligible
        Collateral.

      


      (a)    As
        used
        herein the term “Eligible Collateral” shall mean the amount of Collateral which
        has an aggregate fair market value equal to the amount by which the Pledgor
        is
        in default (without regard to any amounts owing solely as the result of an
        acceleration of the Loan Agreement) or such lesser amount of Collateral as
        may
        be required pursuant to section 13 of this Pledge Agreement.

      


      (b)    The
        Pledged Shares shall be released from this Pledge Agreement in a manner
        conforming to the requirements of Treasury Regulations Section 54.4975-7(b)(8),
        as the same may be from time to time amended or supplemented, and the applicable
        provisions of the ESOP. Subject to such Regulations, the Pledgee may from
        time
        to time, after any Default or Event of Default, and without prior notice
        to the
        Pledgor, transfer all or any part of the Eligible Collateral in the name
        of the
        Pledgee or its nominee, without disclosing that such Eligible Collateral
        is
        subject to any rights of the Pledgor and may from time to time, whether before
        or after any of the Liabilities shall become due and payable, without notice
        to
        the Pledgor, take all or any of the following actions: (i) notify the parties
        obligated on any of the Eligible Collateral to make payment to the Pledgee
        of
        any amounts due or due to become due thereunder, (ii) release or exchange
        all or
        any part of the Eligible Collateral, or compromise or extend or renew for
        any
        period (whether or not longer than the original period) any obligations of
        any
        nature of any party with respect thereto, and (iii) take control of any proceeds
        of the Eligible Collateral.

      


      Section
        5. Delivery.

      


      (a)    The
        Pledgor shall deliver to the Pledgee upon execution of this Pledge Agreement
        (i)
        either (A) certificates for the Pledged Shares, each certificate duly signed
        in
        blank by the Pledgor or accompanied by a stock transfer power duly signed
        in
        blank by the Pledgor and each such certificate accompanied by all required
        documentary or stock transfer tax stamps or (B) if the Trustee does not yet
        have
        possession of the Pledged Shares, an assignment by the Pledgor of all the
        Pledgor’s rights to and interest in the Pledged Shares and (ii) an irrevocable
        proxy, in form and substance satisfactory to the Pledgee, signed by the Pledgor
        with respect to the Pledged Shares.

      


      (b)    So
        long
        as no Default or Event of Default shall have occurred and be continuing,
        (i) the
        Pledgor shall be entitled to exercise any and all voting and other rights
        pertaining to the Collateral or any part thereof for any purpose not
        inconsistent with the terms of this Pledge Agreement, and (ii) the Pledgor
        shall
        be entitled to receive any and all cash dividends or other distributions
        paid in
        respect of the Collateral.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      


      Section
        6. Events
        of Default.

      


      (a)    If
        a
        Default or Event Default shall be existing, in addition to the rights it
        may
        have under the Loan Agreement, the Promissory Note, and this Pledge Agreement,
        or by virtue of any other instrument, (i) the Pledgee may exercise, with
        respect
        to the Eligible Collateral, from time to time, any rights and remedies available
        to it under the Uniform Commercial Code as in effect from time to time in
        the
        Commonwealth of Pennsylvania or otherwise available to it and (ii) the Pledgee
        shall have the right, for and in the name, place and stead of the Pledgor,
        to
        execute endorsement, assignments, stock powers and other instruments of
        conveyance or transfer with respect to all or any of the Eligible Collateral.
        Written notification of intended disposition of any of the Eligible Collateral
        shall be given by the Pledgee to the Pledgor at least three (3) Business
        Days
        before such disposition. Subject to section 13 below, any proceeds of any
        disposition of Eligible Collateral may be applied by the Pledgee to the payment
        of expenses in connection with the Eligible Collateral, including, without
        limitation, reasonable attorneys’ fees and legal expenses, and any balance of
        such proceeds may be applied by the Pledgee toward the payment of such of
        the
        Liabilities as are in Default, and in such order of application, as the Pledgee
        may from time to time elect. No action of the Pledgee permitted hereunder
        shall
        impair or affect its rights in and to the Eligible Collateral. All rights
        and
        remedies of the Pledgee expressed hereunder are in addition to all other
        rights
        and remedies possessed by it, including, without limitation, those contained
        in
        the documents referred to in the definition of Liabilities in section 1
        hereof.

      


      (b)    In
        any
        sale of any of the Eligible Collateral after a Default or an Event of Default
        shall have occurred, the Pledgee is hereby authorized to comply with any
        limitation or restriction in connection with such sale as it may be advised
        by
        counsel if necessary in order to avoid violation of applicable law (including,
        without limitation, compliance with such procedures as may restrict the number
        of prospective bidders and purchasers or further restrict such prospective
        bidders or purchasers to persons who will represent and agree that they are
        purchasing for their own account for investment and not with a view to the
        distribution or resale of such Eligible Collateral), or in order to obtain
        such
        required approval of the sale or of the purchase by any governmental regulatory
        authority or official, and the Pledgor further agrees that such compliance
        shall
        not result in such sale’s being considered or deemed not to have been made in a
        commercially reasonable manner, nor shall the Pledgee be liable or accountable
        to the Pledgor for any discount allowed by reason of the fact that such Eligible
        Collateral is sold in compliance with any such limitation or
        restriction.

      


      Section
        7. Payment
        in Full.
        Upon the
        payment in full of all outstanding Liabilities, this Pledge Agreement shall
        terminate and the Pledgee shall forthwith assign, transfer and deliver to
        the
        Pledgor, against receipt and without recourse to the Pledgee, all Collateral
        then held by the Pledgee pursuant to the Pledge Agreement.

      


      Section
        8. No
        Waiver.
        No
        failure or delay in the part of the Pledgee in exercising any right or remedy
        hereunder or under any other document which confers or grants any rights
        to the
        Pledgee in respect of the Liabilities shall operate as a waiver thereof nor
        shall any single or partial exercise of any such rights or remedy preclude
        any
        other or further exercise thereof or the exercise of any other right or remedy
        of the Pledgee.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      


      Section
        9. Binding
        Effect; No Assignment or Delegation.
        This
        Pledge Agreement shall be binding upon and inure to the benefit of the Pledgor,
        the Pledgee and their respective successors and assigns, except that the
        Pledgor
        may not assign or transfer its rights hereunder without the prior written
        consent of the Pledgee (which consent shall not unreasonably be withheld).
        Each
        duty or obligation of the Pledgor to the Pledgee pursuant to the provisions
        of
        this Pledge Agreement shall be performed in favor of any person or entity
        designated by the Pledgee, and any duty or obligation of the Pledgee to the
        Pledgor may be performed by any other person or entity designated by the
        Pledgee.

      


      Section
        10. Governing
        Law.
        This
        Pledge Agreement shall be governed by and construed in accordance with the
        laws
        of the Commonwealth of Pennsylvania applicable to agreements to be performed
        wholly within the Commonwealth of Pennsylvania.

      


      Section
        11. Notices.
        All
        notices, requests, instructions or documents hereunder shall be in writing
        and
        delivered personally or sent by United States mail, registered or certified,
        return receipt requested, with proper postage prepaid as follows:

      


      
        	
              	(a)	
                If
                  to the Pledgee:

                Beneficial
                  Mutual Bancorp, Inc.

                510
                  Walnut Street

                Philadelphia,
                  Pennsylvania 19106

              


      

      


      
        	
              	(b)	
                If
                  to the Pledgor:

                Beneficial
                  Mutual Savings Bank

                Employee
                  Stock Ownership Plan Trust

                510
                  Walnut Street

                Philadelphia,
                  Pennsylvania 19106

              


      

      


      or
        at
        such other address as either of the parties may designate by written notice
        to
        the other party. If delivered personally, the date on which a notice, request,
        instruction or document is delivered shall be the date on which such delivery
        is
        made, and, if delivered by mail, the date on which such notice, request,
        instruction, or document is deposited in the mail shall be the date of delivery.
        Each notice, request, instruction or document shall bear the date on which
        it is
        delivered.

      


      Section
        12. Interpretation.
        Wherever
        possible each provision of this Pledge Agreement shall be interpreted in
        such
        manner as to be effective and valid under applicable law, but if any provision
        herein shall be prohibited by or invalid under such law, such provision shall
        be
        ineffective to the extent of such prohibition or invalidity, without
        invalidating the remainder of such provision or the remaining provisions
        hereof.

      


      Section
        13. Construction.
        All
        provisions hereof shall be construed so as to maintain (a) the ESOP as a
        qualified leveraged employee stock ownership plan under section 401(a) and
        4975(e)(7) of the Internal Revenue Code of 1986 (the “Code”), (b) the Trust as
        exempt from taxation under section 501(a) of the Code and (c) the Trust Loan
        as
        an exempt loan under section 54.4975-7(b) of the Treasury Regulations and
        as
        described in Department of Labor Regulation section 2550.408b-3.

      



      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


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

       

      
 

      
        	
                 

                 

              	
                BENEFICIAL
                  MUTUAL SAVINGS BANK

                EMPLOYEE
                  STOCK OWNERSHIP PLAN TRUST

                 

                
 

                _____________________________________

                Authorized
                  Trust Officer

                


                


                


                BENEFICIAL
                  MUTUAL BANCORP, INC.

                


                


                


                By:
                  ___________________________________       

                      
                  President and Chief Executive
                  Officer

              


      

      


       

       

      
 

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

     

     

    

      PROMISSORY
        NOTE

      


      


      FOR
        VALUE RECEIVED,
        the
        undersigned,
        BENEFICIAL MUTUAL SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN
        TRUST
        (the
“Borrower”), hereby promises to pay to the order of BENEFICIAL
        MUTUAL BANCORP, INC. (the
        “Lender”) up to $___________ payable in accordance with the Loan Agreement made
        and entered into between the Borrower and the Lender of even date herewith
        (“Loan Agreement”) pursuant to which this Promissory Note is
        issued.

      


      The
        Principal Amount of this Promissory Note shall be payable in accordance with
        the
        schedule attached hereto (“Schedule I”).

      


      This
        Promissory Note shall bear interest at the rate per annum set forth or
        established under the Loan Agreement, such interest to be payable in accordance
        with Schedule I.

      


      Anything
        herein to the contrary notwithstanding, the obligation of the Borrower to
        make
        payments of interest shall be subject to the limitation that payments of
        interest shall not be required to be made to the Lender to the extent that
        the
        Lender’s receipt thereof would not be permissible under the law or laws
        applicable to the Lender limiting rates on interest which may be charged
        or
        collected by the Lender. Any such payments on interest which are not made
        as a
        result of the limitation referred to in the preceding sentence shall be made
        by
        the Borrower to the Lender on the earliest interest payment date or dates
        on
        which the receipt thereof would be permissible under the laws applicable
        to the
        Lender limiting rates of interest which may be charged or collected by the
        Lender. Such deferred interest shall not bear interest.

      


      Payments
        of both principal and interest on this Promissory Note are to be made at
        the
        principal office of the Lender or such other place as the holder hereof shall
        designate to the Borrower in writing, in lawful money of the United States
        of
        America in immediately available funds.

      


      Failure
        to make any payments of principal on this Promissory Note when due, or failure
        to make any payment of interest on this Promissory Note not later than five
        (5)
        Business Days after the date when due, shall constitute a default hereunder,
        whereupon the principal amount of accrued interest on this Promissory Note
        shall
        immediately become due and payable in accordance with the terms of the Loan
        Agreement.

      


      This
        Promissory Note is secured by a Pledge Agreement between the Borrower and
        the
        Lender of even date herewith and is entitled to the benefits
        thereof.

      


      


      
        	 	
                BENEFICIAL
                  MUTUAL SAVINGS BANK

                EMPLOYEE
                  STOCK OWNERSHIP PLAN TRUST

                


                


                


                 

                __________________________


                Authorized
                  Trust Officer