Exhibit
      10.8

     

    BENEFICIAL
      MUTUAL SAVINGS BANK

     

    ELECTIVE
      DEFERRED COMPENSATION PLAN

    


    AS
      AMENDED AND RESTATED

    EFFECTIVE
      AS OF JANUARY 1, 2004

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    BENEFICIAL
      MUTUAL SAVINGS BANK

    ELECTIVE
      DEFERRED COMPENSATION PLAN

     

    TABLE
      OF CONTENTS


    
      	 	 	
              Page

            
	 	 	 
	
              ARTICLE
                I PURPOSE

            	
              1

            
	 	 
	
              ARTICLE
                II DEFINITIONS

            	
              2

            
	 	 
	 	
              2.1
                401(k) Plan

            	
              2

            
	 	
              2.2
                Beneficiary

            	
              2

            
	 	
              2.3
                Board

            	
              2

            
	 	
              2.4
                Code

            	
              2

            
	 	
              2.5
                Committee

            	
              2

            
	 	
              2.6
                Compensation

            	
              2

            
	 	
              2.7
                Deferred Compensation

            	
              2

            
	 	
              2.8
                Deferred Compensation Account

            	
              2

            
	 	
              2.9
                Deferred Compensation Agreement

            	
              2

            
	 	
              2.10
                Disability Retirement

            	
              2

            
	 	
              2.11
                Early Retirement

            	
              3

            
	 	
              2.12
                Effective Date

            	
              3

            
	 	
              2.13
                Eligible Employee

            	
              3

            
	 	
              2.14
                Employee

            	
              3

            
	 	
              2.15
                Employer

            	
              3

            
	 	
              2.16
                Employer Matching Contribution

            	
              3

            
	 	
              2.17
                Entry Date

            	
              3

            
	 	
              2.18
                Late Retirement

            	
              3

            
	 	
              2.19
                Normal Retirement

            	
              3

            
	 	
              2.20
                Participant

            	
              3

            
	 	
              2.21
                Plan Benefit

            	
              3

            
	 	
              2.22
                Plan Year

            	
              3

            
	 	
              2.23
                Termination of Service

            	
              3

            
	 	
              2.24
                Trust

            	
              3

            
	 	 	 
	
              ARTICLE
                III ELIGIBILITY AND PARTICIPATION

            	
              4

            
	 	 
	 	
              3.1
                Eligibility

            	
              4

            
	 	
              3.2
                Participation

            	
              4

            
	 	
              3.3
                Deferred Compensation Agreements

            	
              4

            
	 	 	 
	
              ARTICLE
                IV DEFERRED COMPENSATION ACCOUNT

            	
              5

            
	 	 
	 	
              4.1
                Deferred Compensation

            	
              5

            
	 	
              4.2
                Employer Matching Contributions

            	
              5

            
	 	
              4.3
                Vesting

            	
              5

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	 	
              4.4
                Participant Directed Investment Options

            	
              5

            
	 	
              4.5
                Statement of Account

            	
              5

            
	 	 	 
	
              ARTICLE
                V PLAN DISTRIBUTIONS

            	
              6

            
	 	 
	 	
              5.1
                Termination Benefits

            	
              6

            
	 	
              5.2
                Retirement and Disability Benefits

            	
              6

            
	 	
              5.3
                Death Benefits

            	
              6

            
	 	
              5.4
                Unforeseeable Emergency Distributions

            	
              6

            
	 	
              5.5
                Election of Form of Benefit Payment

            	
              6

            
	 	
              5.6
                Form of Benefit Payments

            	
              7

            
	 	
              5.7
                Withholding for Payroll Taxes

            	
              7

            
	 	
              5.8
                Commencement of Payments

            	
              7

            
	 	
              5.9
                Payment to Guardian

            	
              7

            
	 	 	 
	
              ARTICLE
                VI BENEFICIARY DESIGNATION

            	
              8

            
	 	 
	 	
              6.1
                Beneficiary Designation

            	
              8

            
	 	
              6.2
                Amendments

            	
              8

            
	 	
              6.3
                No Beneficiary Designation

            	
              8

            
	 	
              6.4
                Effect of Payment

            	
              8

            
	 	
              6.5
                Death of Beneficiary

            	
              8

            
	 	 	 
	
              ARTICLE
                VII ADMINISTRATION

            	
              9

            
	 	 
	 	
              7.1
                Committee

            	
              9

            
	 	
              7.2
                Agents

            	
              9

            
	 	
              7.3
                Binding Effect of Decisions

            	
              9

            
	 	
              7.4
                Indemnity of Committee

            	
              9

            
	 	 	 
	
              ARTICLE
                VIII CLAIMS PROCEDURE

            	
              10

            
	 	 
	 	
              8.1
                Claim

            	
              10

            
	 	
              8.2
                Denial of Claim

            	
              10

            
	 	
              8.3
                Review of Claim

            	
              10

            
	 	
              8.4
                Final Decision

            	
              10

            
	 	 	 
	
              ARTICLE
                IX AMENDMENT, MERGER AND TERMINATION OF PLAN

            	
              11

            
	 	 
	 	
              9.1
                Amendment of Plan

            	
              11

            
	 	
              9.2
                Merger of Plan

            	
              11

            
	 	
              9.3
                Termination of Plan

            	
              11

            
	 	 	 
	
              ARTICLE
                X MISCELLANEOUS

            	
              12

            
	 	 
	 	
              10.1
                Unfunded Plan

            	
              12

            
	 	
              10.2
                Unsecured General Creditor

            	
              12

            
	 	
              10.3
                Nonassignability

            	
              12

            


    

    
       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              10.4
                Not a Contract of Employment

            	
              12

            
	 	
              10.5
                Participant Cooperation

            	
              12

            
	 	
              10.6
                Terms

            	
              12

            
	 	
              10.7
                Captions

            	
              12

            
	 	
              10.8
                Governing Law

            	
              12

            
	 	
              10.9
                Validity

            	
              13

            
	 	
              10.10
                Notice

            	
              13

            
	 	
              10.11
                Successors

            	
              13

            


    

    
       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

         

      

      BENEFICIAL
        MUTUAL SAVINGS BANK

      ELECTIVE
        DEFERRED COMPENSATION PLAN

      AS
        AMENDED AND RESTATED

      EFFECTIVE
        AS OF JANUARY 1, 2004

       

      ARTICLE
        I

       

      PURPOSE

       

      The
        purpose of this Elective Deferred Compensation Plan (hereinafter referred
        to as
        the “Plan”) is to
        permit
        a select group of management or highly compensated employees of Beneficial
        Mutual Savings
        Bank (“the Employer”) to elect to defer compensation and to provide for the
        distribution of
        benefits at the time and in the manner described herein. The plan is designed
        to
        allow these employees
        to maximize their ability to save on a tax-deferred basis and providing such
        key
        employees those benefits that would have been available under the Beneficial
        Mutual Savings Bank Employees’ Savings
        Plan but have been curtailed by application of:

       

      
        	(a)	
                limitation
                  placed on elective deferral contributions under Section 402(g)
                  of the
                  Code;

              


      

       

      
        	(b)	
                the
                  limitation on compensation taken into account under a qualified
                  plan under
                  Section 401(a)(17) of the Code;

              


      

       

      
        	(c)	
                the
                  limitation on annual additions to qualified retirement
                  plans;

              


      

       

      in
        accordance with Sections 402(g), 401(a) and 415(c), respectively, of the
        Internal Revenue Code (the
        “Code”), all of which limitations shall be adjusted annually for increases in
        the cost-of-living in accordance
        with Article 415(d) of the Code; and

       

      
        	(d)	
                the
                  nondiscrimination testing requirements under Articles 401(k) and
                  (m) of
                  the Code.

              


      

       

      The
        plan
        is intended to constitute a nonqualified deferred retirement plan which,
        in
        accordance with ERISA
§§
        201(2), 301(a)(3) and 401(a)(1), is “unfunded and maintained by an employer
        primarily for the
        purpose of providing deferred compensation for a select group of management
        or
        highly compensated
        employees.”

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      ARTICLE
        II

       

      DEFINITIONS

       

      For
        the
        purposes of this Plan, the following words and phrases shall have the meanings
        indicated, unless
        the context clearly indicates otherwise:

       

      2.1    
        401(k)
        Plan.
“401(k)
        Plan” means the Beneficial Mutual Savings Bank Employees’ Savings Plan, as
        sponsored by Beneficial Mutual Savings Bank, or any successor plan thereto
        providing a cash
        or
        deferred arrangement described in Section 401(k) of the Code in which the
        Participants in this Plan also participate and which is sponsored by the
        Employer.

       

      2.2    
        Beneficiary.
        “Beneficiary” means the person, persons, or entity designated by the Participant
to
        receive any amounts payable from the Participant’s Deferred Compensation Account
        after the Participant’s
        death.

       

      2.3    
        Board.
“Board”
        means the Board of Managers of Beneficial Mutual Savings Bank.
        

       

      2.4    
        Code.
“Code”
        means the Internal Revenue Code of 1986, as amended from time to
        time.

       

      2.5    
        Committee.
        “Committee” means those individuals appointed by the Board of Managers to
administer
        this Plan.

       

      2.6    
        Compensation.
        “Compensation”
        means the total compensation paid by the Employer to a Participant
        during the Plan Year, including bonuses and amounts not includable in income
        by
reason
        of
        a Participant’s agreement to defer Compensation under the terms of this Plan or
        a Participant’s
        election under a cash or deferred arrangement under Section 401(k) of the
        Code
        or a cafeteria plan described in Section 125 of the Code.

       

      2.7    
        Deferred
        Compensation.
        “Deferred
        Compensation” means the amount of Compensation not yet
        earned which the Participant and the Employer mutually agree shall be deferred
        in accordance with
        the
        provisions of this Plan.

       

      2.8 
           Deferred
        Compensation Account.
        “Deferred Compensation Account” means the individual account
        maintained in a Rabbi Trust established and maintained by the Employer to
        which
Deferred
        Compensation and Employer Matching Contributions for each Participant are
        credited, and
        to
        which interest, dividends, and investment gains are added to the account
        and the
        amount of any distributions, investment loses, and expenses are deducted
        from
        the account.

       

      2.9    
        Deferred
        Compensation Agreement.
        “Deferred Compensation Agreement” means the agreement between the Employer and
        the Employee to defer Compensation under the terms of the Plan.

       

      2.10  
        Disability
        Retirement.
        “Disability Retirement” means retirement from service from the Employer
        resulting from a physical or mental condition which prevents a Participant
        from
satisfactorily
        performing the Participant’s usual duties for the Employer, which becomes
        effective on
        the
        first day of the month immediately following the Plan Year quarter during
        which
        the Participant
        has satisfied the requirements for benefits under the Employer’s Long Term
        Disability Plan.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      2.11  
        Early
        Retirement.
“Early
        Retirement”
        means retirement from service with the Employer which becomes effective on
        the
        first day of the month immediately following the Plan Year quarter during
        which
        the Participant attains age 55.

       

      2.12  
        Effective
        Date.
        “Effective Date” of this amended and restated Plan means January 1, 2004. The
        Effective Date of the original Plan was October 1, 1996.  

       

      2.13  
        Eligible
        Employee.
        “Eligible Employee” means a highly compensated employee or a select member of
        management who the Committee determines is eligible to participate in the
        Plan.

       

      2.14  
        Employee.
        “Employee” means an individual employed as a common law employee of the
Employer.

       

      2.15  
        Employer.
        “Employer” means Beneficial Mutual Savings Bank, having its principal place of
        business in the Commonwealth of Pennsylvania including all members of the
        controlled group of corporations or trades or businesses under common control
        as
        defined under Code Section 414(b) and
        (c)
        respectively, or any successors to the business thereof.

       

      2.16  
        Employer
        Matching Contribution.
        “Employer Matching Contribution” means the contributions, if any, that are
        credited to the Participant’s Deferred Compensation Account in accordance
        with the matching contribution provisions of the Plan.

       

      2.17  
        Entry
        Date.
“Entry
        Date” means the date on which an Employee becomes an Eligible Employee.

       

      2.18  
        Late
        Retirement.
“Late
        Retirement” means retirement from service with the Employer after the
        Participant has attained age 65 which becomes effective on the first day
        of the
        month immediately following the Plan Year quarter during which the Participant
        retires from service with the
        Employer.

       

      2.19  
        Normal
        Retirement.
        “Normal
        Retirement” means retirement from service with the Employer which
        becomes effective on the first day of the month immediately following the
        Plan
        Year quarter
        during which the Participant attains age 65.

       

      2.20  
        Participant.
        “Participant” means any individual who is participating or has participated in
        this Plan.

       

      2.21  
        Plan
        Benefit.
“Plan
        Benefit” means the benefit payable to a Participant as determined in
accordance
        with the provisions of this Plan.

       

      2.22  
        Plan
        Year.
“Plan
        Year” means the twelve (12) consecutive month period beginning January
1st
        and
        ending December 31st.

       

      2.23  
        Termination
        of Service.
        “Termination
        of Service” means the severance of a Participant’s employment
        prior to Early, Normal or Late retirement.

       

      2.24  
        Trust.
“Trust”
        means the Rabbi Trust established and maintained by the Employer for the
        purpose
        of accepting contributions under the Plan and to which interest, dividends,
        and
investment
        gains are added and from which the amount of any distributions, investment
        losses, and
        expenses are deducted.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      


      ARTICLE
        III

       

      ELIGIBILITY
        AND PARTICIPATION

       

      3.1    
        Eligibility.
        Participation in this Plan is limited to those Employees who are Eligible
        Employees.

       

      3.2    
        Participation.
        Participation in the Plan shall commence on the date that an Eligible Employee
        executes a Deferred Compensation Agreement in the form and manner described
        in
        Section 3.3. In the first Plan Year in which an Employee becomes an Eligible
        Employee, the Eligible Employee may
        execute a Deferred Compensation Agreement for services to be performed in
        that
        Plan Year subsequent
        to execution of that Agreement provided that the Deferred Compensation Agreement
        is
        executed within 30 days after the date that the Employee became an Eligible
        Employee. In all other
        instances, Deferred Compensation Agreements shall be executed before the
        beginning of the calendar year in which the Compensation is payable.
        Participation in this Plan is not predicated on participation
        in the 401(k) Plan.

       

      3.3    
        Deferred
        Compensation Agreements.
        A
        Deferred Compensation Agreement shall be effective as
        of the
        first day of the payroll period beginning immediately following the first
        day of
        the Plan Year
        or
        the first day of the payroll period beginning immediately following the Entry
        Date. A Deferred Compensation Agreement
        will remain in effect for the initial Plan Year and each Plan Year thereafter.
        A
        Deferred Compensation
        Agreement may not be changed with respect to the Plan Year. Any modification
        or
revocation
        of a Deferred Compensation Agreement shall only be effective beginning with
        the
        Plan Year
        following the Plan Year in which the modification or revocation is
        made.

    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      


      ARTICLE
        IV

       

      DEFERRED
        COMPENSATION ACCOUNT

       

      4.1    
        Deferred
        Compensation.
        The
        amount of Compensation that a Participant elects to defer pursuant
        to a properly executed Deferred Compensation Agreement shall be made by payroll
        deduction
        and credited to the Participant’s Deferred Compensation Account as the
        non-deferred compensation
        becomes payable.

       

      4.2    
        Employer
        Matching Contributions.
        To the
        extent a Participant has made the maximum elective deferral to the 401(k)
        Plan,
        the Employer may contribute an Employer Matching Contribution on behalf of
        each
        Participant and will credit such amount to the Participant’s Deferred
        Compensation Account.
        The amount of the Employer Matching Contribution, if any, shall be determined
        in
        the sole discretion of the Board. 

       

      4.3    
        Vesting.
        A
        Participant will always be 100% vested in the account balance of his Deferred
        Compensation Account. However, all funds placed in the Rabbi Trust by the
        employer will still be subject
        to the claims of the Employer’s creditors. Participants have no beneficial
        ownership in or preferred claim on their Deferred Compensation Accounts until
        actual payment. The rights of Participants are those of an unsecured general
        creditor of the Employer as described in Section 10.2
        of
        this Plan.

       

      4.4    
        Participant
        Directed Investment Options.
        Each
        Participant shall have the opportunity to direct the investment of his Deferred
        Compensation Account among the investment options selected by the
        Committee in multiples of 1%. Transfers among investment options may be made
        on
        a quarterly
        basis throughout the Plan Year, to be effective as soon as administratively
        feasible. The right to direct investment options shall in no way be interpreted
        to give the Participant any greater claim to those funds so directed than
        that
        which has been granted to the Participant by the terms of
        this
        Plan and, specifically, Section 4.3 above.

       

      4.5 
           Statement
        of Account.
        The
        Committee shall submit to each Participant, within thirty (30) days after
        the
        close of each calendar quarter and at such other time as determined by the
        Committee, a statement setting forth the balance to the credit of the Deferred
        Compensation Account maintained
        for a Participant.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        V

       

      PLAN
        DISTRIBUTIONS

       

      5.1    
        Termination
        Benefits.
        The
        Employer shall pay a Plan Benefit equal to the amount of the Participant’s
        vested Deferred Compensation Account to each Participant who separates from
        employment
        prior to retirement.

       

      5.2    
        Retirement
        and Disability Benefits.
        The
        Employer shall pay a Plan Benefit equal to the amount of
        the
        Participant’s Deferred Compensation Account to each participant who separates
        from service
        on account of Disability, Early, Normal, or Late Retirement.

       

      5.3    
        Death
        Benefits.
        Upon
        the death of a Participant, the Employer shall pay to the Participant’s
beneficiary
        an amount determined as follows:

       

      (a)
        If
        the
        Participant dies after separation from employment with the Employer, the
        amount
        payable shall be equal to the remaining unpaid balance of the Participant’s
Deferred
        Compensation Account.

       

      (b)
        If
        the
        Participant dies prior to separation from employment with the Employer, the
        amount
        payable shall be the Participant’s Deferred Compensation Account balance at the
time
        death occurs. Prior to his death, a Participant may elect that death benefits
        be
        paid to his
        beneficiary in a form described in Section 5.6. If the Participant does not
        elect a form of
        payment, benefits shall be paid in a lump sum to the beneficiary.

       

      5.4   
         Unforeseeable
        Emergency Distributions.
        Upon a
        finding that a Participant has suffered an unforeseeable emergency, the
        Committee may, in its sole discretion, allow a distribution from the
Participant’s
        vested Deferred Compensation Account prior to the time specified for payment
        of
        benefits under the Plan. An “unforeseeable emergency” is an unanticipated
        emergency that is caused
        by
        an event beyond the control of the participant and that would result in severe
        financial hardship
        to the Participant if early withdrawal were not permitted. The amount of
        such
distribution
        shall be limited to the amount reasonably necessary to meet the Participant’s
emergency.
        Following an emergency distribution, a Participant’s Deferred Compensation
Agreement
        will be canceled and no further Compensation may be deferred for the remainder
        of the
        Plan
        Year.

       

      5.5   
         Election
        of Form of Benefit Payment.
        With
        respect to a Participant who retires at Early, Normal
        or
        Late Retirement, Plan Benefits shall be paid in one of the forms provided
        in
        Paragraph 5.6
        as
        elected by the Participant, unless the Committee, in its sole discretion,
        selects an alternative method.
        The Participant shall elect the form of benefit payment at least 90 days
        prior
        to his Early, Normal
        or
        Late Retirement. A Participant who fails to elect the form of benefit payment
        shall be deemed
        to
        have elected a Plan Benefit in the form of a lump-sum payment. The Participant’s
form
        of
        benefit election shall be irrevocable, unless the Committee, in its sole
        discretion, decides otherwise.
        With respect to a Participant who terminates prior to Early, Normal or Late
        Retirement, Plan Benefits shall be paid in a lump sum. However, Plan Benefits
        payable pursuant to paragraph 5.3(a) shall be paid in the same form as prior
        to
        the Participant’s death, unless the Committee
        in its sole discretion decides to pay benefits in a lump-sum.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      5.6    
        Form
        of
        Benefit Payments

       

      (a)
        Monthly
        installments, either (i) over the Participant’s or beneficiary’s life
        expectancy, whichever
        is applicable, or (ii) for any period certain specified by the
        Participant.

       

      (b)
        A
        lump-sum payment.

       

      (c)
        A
        combination of (a) and (b) above. The Participant shall designate the percentage
        payable
        under each option.

       

      5.7   
         Withholding
        for Payroll Taxes.
        The
        Employer shall withhold from Plan Benefits any income or employment
        taxes required to be withheld from a Participant’s wages.

       

      5.8   
         Commencement
        of Payments.
        Payment
        shall commence within thirty (30) days of the end of the Plan Year quarter
        in
        which a Participant becomes eligible for a Plan Benefit, unless the Committee,
        in its sole discretion decides otherwise.

       

      5.9    
        Payment
        to Guardian.
        If
        a Plan
        Benefit is payable to a minor or a person declared incompetent
        or to a person incapable of handling the disposition of property, the Committee
        may direct
        payment of such Plan Benefit to the guardian, legal representative or person
        having the care and
        custody of such minor or incompetent person. The Committee may require proof
        of
incompetency,
        minority, incapacity or guardianship as it may deem appropriate prior to
        distribution
        of the Plan Benefit. Such distribution shall completely discharge the Committee
        and the
        Employer from all liability with respect to such Plan Benefit.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        VI

       

      BENEFICIARY
        DESIGNATION

       

      6.1    
        Beneficiary
        Designation.
        Each
        Participant shall have the right, at any time, to designate any person
        or
        persons as his Beneficiary or Beneficiaries (both primary and contingent)
        to
        whom payment
        under this Plan shall be paid in the event of death prior to complete
        distribution of the Participant’s
        Plan Benefit. Each beneficiary designation shall be in a written form prescribed
        by the
        Committee and will be effective only when filed with the Committee during
        the
        Participant’s lifetime.

       

      6.2    
        Amendments.
        Any
        Beneficiary designation may be changed by a Participant without the consent
        of
        any designated Beneficiary by the filing of a new Beneficiary Designation
        with
        the Committee.
        The filing of a new Beneficiary Designation form will cancel all Beneficiary
        Designations
        previously filed.

       

      6.3    
        No
        Beneficiary Designation.
        If any
        Participant fails to designate a Beneficiary in the manner provided
        above, or if the Beneficiary designated by a deceased Participant predeceases
        the Participant,
        the Committee, in its discretion, shall direct the Employer to distribute
        such
Participant’s
        Plan Benefit (or the balance thereof) as follows:

       

      (a)
        to
        the
        Participant’s surviving spouse, if any, or

       

      (b)
        if
        the
        Participant shall have no surviving spouse, then to the Participant’s surviving
children
        in equal shares; or

       

      (c)
        if
        the
        Participant shall have no surviving spouse or children, then to the
        Participant’s estate,
        or

       

      (d)
        in
        the
        absence of an estate in accordance with the intestate statute of the
        Participant’s domicile.

       

      6.4 
           Effect
        of Payment.
        Payment
        to the Beneficiary or as provided in Section 6.3 above, shall completely
        discharge Employer’s obligations under this Plan.

       

      6.5    
        Death
        of Beneficiary.
        Following
        commencement of payment of Plan Benefits, if the Beneficiary
        designated by a deceased Participant dies before receiving a complete
        distribution of the Plan Benefit, the Committee shall direct the Employer
        to
        distribute the balance of such Plan Benefit:

       

      (a)
        as
        designated by the Beneficiary in a written form prescribed by the Committee
        which is
        effective only when filed with the Committee during the Beneficiary’s lifetime;
        or

       

      (b)
        if
        the
        Beneficiary shall not have made such designation, then to the Beneficiary’s
estate.

       

      
        
          
          

        

        
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      ARTICLE
        VII

       

      ADMINISTRATION

       

      7.1    
        Committee.
        This
        Plan shall be administered by the Committee. Members of the Committee may
        be
        Participants under the Plan.

       

      7.2    
        Agents.
        The
        Committee may appoint an individual to be the Committee’s agent with respect
to
        the
        day-to-day administration of the Plan. In addition, the Committee may, from
        time
        to time, employ
        other agents and delegate to them such administrative duties as it sees fit,
        and
        may from time
        to
        time consult with counsel who may be counsel to the Employer.

       

      7.3   
         Binding
        Effect of Decisions.
        The
        decision or action of the Committee with respect to any question
        arising out of or in connection with the administration, interpretation and
        application of the
        Plan
        and the rules and regulations promulgated hereunder shall be final and binding
        upon all persons having any interest in the Plan.

       

      7.4    
        Indemnity
        of Committee.
        The
        Employer shall indemnify and hold harmless each of the members
        of the Committee against any and all claims, loss, damage, expense or liability
        arising from
        any
        action or failure to act with respect to this Plan, except in the case of
        gross
        negligence or
        willful misconduct by such members of the Committee.

       

      
        
          
          

        

        
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      ARTICLE
        VIII

       

      CLAIMS
        PROCEDURE

       

      8.1   
         Claim.
        Any
        person claiming a Plan Benefit shall present the request in writing to the
        Committee
        which shall respond in writing as soon as practicable.

       

      8.2    
        Denial
        of Claim.
        If
        the
        claim is denied, the written notice of denial shall be made within ninety
        (90)
        days
        of the date of receipt of such claim or request by the Committee and shall
        state:

       

      (a)
        The
        reason for denial, with specific reference to the Plan provisions on which
        the
denial
        is
        based.

       

      (b)
        A
        description of any additional material or information required and an
        explanation of why
        it is
        necessary.

       

      (c)
        An
        explanation of the Plan’s claim review procedure.

       

      8.3   
         Review
        of Claim.
        Any
        person whose claim or request is denied or who has not received a response
        within ninety (90) days may request review by notice given in writing to
        the
        Committee within
        sixty (60) days of receiving a response or one hundred fifty (150) days from
        the
        date the claim
        was
        received by the Committee. The claim or request shall be reviewed by the
        Committee who
        may,
        but shall not be required to, grant the claimant a hearing. On review, the
        claimant may have
        representation, examine pertinent documents, and submit issues and comments
        in
        writing.

       

      8.4    
        Final
        Decision.
        The
        decision on review shall normally be made within sixty (60) days after the
        Committee’s
        receipt of a request for review. If an extension of time is required for
        a
        hearing or other
        special circumstances, the claimant shall be notified and the time for the
        extension shall be limited
        to one hundred twenty (120) days after the Committee’s receipt of a request for
        review. The decision shall be in writing and shall state the reasons and
        relevant Plan provisions. All decisions
        on review shall be final and bind all parties concerned.

       

      
        
          
          

        

        
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      ARTICLE
        IX

       

      AMENDMENT,
        MERGER AND TERMINATION OF PLAN

       

      9.1   
         Amendment
        of Plan.
        The
        Board
        may at any time amend the Plan in whole or in part, provided, however,
        that no amendment shall be effective to decrease or restrict any Deferred
        Compensation Account maintained pursuant to any existing Deferred Compensation
        Agreement under the Plan.

       

      9.2   
         Merger
        of Plan.
        The
        Board
        may at any time merge the Plan and its related Trust into another non-qualified
        plan maintained by the Employer or any member of a controlled group of
corporations
        or trades or businesses under common control as defined in Code Section 414(b)
        or (c), respectively.

       

      9.3    
        Termination
        of Plan.
        The
        Board
        may at any time terminate the Plan with respect to new deferral
        elections or in its entirety if, in its judgment, the tax, accounting, or
        other
        effects of the continuance of the Plan, or potential payments thereunder
        would
        not be in the best interests of the Employer.
        If the Plan is terminated in its entirety, each Participant shall be 100%
        vested
        in the value of his Deferred Compensation Account. Upon such termination,
        each
        participant will receive
        the value of his Deferred Compensation Account in the form of a lump-sum
        payment
        to be made no later than 120 days following the termination date.

       

      
        
          
          

        

        
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      ARTICLE
        X

       

      MISCELLANEOUS

       

      10.1  
        Unfunded
        Plan.
        This
        Plan
        is intended to be an Unfunded Plan maintained primarily to provide Deferred
        Compensation benefits for a select group of management employees or highly
        compensated
        employees. This Plan is not intended to create an investment contract, but
        to
provide tax
        deferral opportunities and retirement benefits to Eligible Employees who
        have
elected
        to participate in the Plan.

       

      10.2  
        Unsecured
        General Creditor.
        Employer’s obligation under the Plan shall be merely that of an unfunded
        and unsecured promise of Employer to pay money in the future. Under the
        provisions of this Plan, Participants’ rights will be those of unsecured general
        creditors of the Employer.

       

      10.3  
        Nonassignability.
        Neither
        a
        Participant nor any other person shall have any right to commute, sell,
        assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
        hypothecate or convey in advance of actual receipt the amounts, if any, payable
        hereunder, or any part thereof, which
        are
        expressly declared to be unassignable and nontransferable. No part of the
        amounts payable
        shall, prior to actual payment, be subject to seizure or separation for the
        payment of any debts, judgments, alimony or separate maintenance owed by
        a
        Participant or any other person, nor be
        transferable by operation of law in the event of a Participant’s or an other
        person’s bankruptcy or
        insolvency.

       

      10.4  
        Not
        a
        Contract of Employment.
        The
        terms
        and conditions of this Plan shall not be deemed to constitute
        a contract of employment between the Employer and the Participant, and the
        Participant (or the Participant’s Beneficiary) shall have no rights against the
        Employer except as may
        otherwise be specifically provided herein. Moreover, nothing in this Plan
        shall
        be deemed to give
        a
        Participant the right to be retained in the service of the Employer or to
        interfere with the right
        of
        the Employer to discipline or discharge the Participant at any
        time.

       

      10.5  
        Participant
        Cooperation.
        A
        Participant will cooperate with the Employer by furnishing any and all
        information requested by the Employer in order to facilitate the payment
        of
        benefits hereunder and such other action as may be requested by the
        Employer.

       

      10.6  
        Terms.
        Whenever
        any words are used herein in the masculine, they shall be construed as though
        they were used in the feminine in all cases where they would so apply; and
        wherever any words
        are
        used herein in the singular or in the plural, they shall be construed as
        though
        they were used in the plural or the singular, as the case may be, in all
        cases
        where they would so apply.

       

      10.7  
        Captions.
        The
        captions of articles, sections and paragraphs of this Plan are for convenience
        only
        and
        shall not control or affect the meaning or construction of any of its
        provisions.

       

      10.8  
        Governing
        Law.
        The
        provisions of this Plan shall be construed and interpreted according to
the
        laws
        of the Commonwealth of Pennsylvania.

       

      
        
          
          

        

        
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      10.9  
        Validity.
        In case
        any provision of this Plan shall be held illegal or invalid for any reason,
        said
illegality
        or invalidity shall not affect the remaining parts hereof, but this Plan
        shall
        be construed and
        enforced as if such illegal and invalid provision had never been inserted
        herein.

       

      10.10
        Notice.
        Any
        notice or filing required or permitted to be given to the Committee under
        the
Plan
        shall be sufficient if in writing and hand delivered, or sent by registered
        or
        certified mail, to any
        member of the Committee or the President of the Employer. Such notice shall
        be
        deemed given
        as
        of the date of delivery or, if delivery is made by mail, as of three (3)
        days
        following the date
        shown on the postmark or on the receipt for registration or
        certification.

       

      10.11
        Successors.
        The
        provisions of this Plan shall bind and inure to the benefit of the Employer
        and
        its
        successors and assigns. The term successors as used herein shall include
        any
        corporate or other business entity which shall, whether by merger,
        consolidation, purchase or otherwise acquire all or substantially all of
        the
        business and assets of the Employer, and successors of any such corporation
        or other business entity.

       

      IN
        WITNESS WHEREOF, and pursuant to resolution of the Board of Managers of the
        undersigned
        corporation, such corporation has caused this amended and restated Plan to
        be
        executed by its duly authorized officers, effective as of January 1, 2004,
        on
        this _____ day of ____________________, 2004. 

       

      
        	 ATTEST:	 	  BENEFICIAL
                MUTUAL SAVINGS BANK
	 	 	 	 
	 	 	 By:	 
	
                

              	 	 	
                

              


      

       

      
        
          
          

        

        
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