Exhibit 10.7


    
      

    

     

    Exhibit10.7

     

    

      FORM
        OF

      BENEFICIAL
        MUTUAL SAVINGS BANK

      CHANGE
        IN CONTROL AGREEMENT

      


      This
        AGREEMENT
        (“Agreement”) is hereby entered into as of __________, 2007, by
        and
        between BENEFICIAL
        MUTUAL SAVINGS BANK (the
        “Bank”), a Pennsylvania-chartered savings bank, with its principal offices at
        510 Walnut Street, 19th
        Floor,
        Philadelphia, Pennsylvania 19106, ________________ (“Executive”), and
BENEFICIAL
        MUTUAL BANCORP, INC.
        (the
“Company”), the holding company of the Bank, as guarantor.

      


      WHEREAS,
        the
        Company and the Bank recognize the importance of Executive to their operations
        and wish to protect Executive’s position in the event of a change in control for
        the period provided for in this Agreement; and

      


      WHEREAS,
        Executive and the Boards of Directors of the Company and the Bank desire
        to
        enter into an agreement setting forth the terms and conditions of payments
        due
        to Executive in the event of a change in control and the related rights and
        obligations of each of the parties.

      


      NOW,
        THEREFORE,
        in
        consideration of the promises and mutual covenants herein contained, it is
        hereby agreed as follows:

      


      
        	
                1.

              	
                Term
                  of Agreement.

              


      

      


      a.    The
        term
        of this Agreement shall be (i) the initial term, consisting of the period
        commencing on the date of this Agreement (the “Effective Date”) and ending on
        the date that is three (3) years after the Effective Date, plus (ii) any
        and all
        extensions of the initial term made pursuant to this Section 1. Notwithstanding
        anything in this Section 1 to the contrary, the term of the Agreement shall
        be fixed at twelve (12) months as of the effective date of a Change in
        Control.

      


      b.    Commencing
        on the first anniversary of the Effective Date and continuing each anniversary
        date thereafter, the Board of Directors of the Bank (the “Board of Directors”)
        may extend the term of this Agreement for an additional one (1) year period
        beyond the then effective expiration date, provided that Executive shall
        not
        have given at least sixty (60) days’ written notice of Executive’s desire that
        the term not be extended.

      


      c.    Notwithstanding
        anything in this Section 1 to the contrary, this Agreement shall terminate
        (i) if Executive or the Bank terminates Executive’s employment prior to a
        Change in Control and (ii) on the first anniversary of the effective date
        of a Change in Control.

      


      
        	
                2.

              	
                Change
                  in Control.

              


      

      


      a.    Upon
        the
        occurrence of a Change in Control (as defined in Section 2c.) followed at
        any
        time during the remaining term of this Agreement by the termination of
        Executive’s employment in accordance with the terms of this Agreement, other
        than for Cause (as defined in Section 2d.), the provisions of Section 3 of
        this
        Agreement shall apply. 

      


      b.    Upon
        the
        occurrence of a Change in Control, Executive shall have the right to elect
        to
        voluntarily terminate his employment at any time during the remaining term
        of
        this Agreement following the occurrence of an event constituting “Good Reason.”
“Good
        Reason” means, unless Executive has consented in writing thereto, the occurrence
        following a Change in Control, of any of the following: 


      
        
           

        

        
          
          

          
            

          

        

        
           

        

      


      


      
        	 	
                i.

              	
                A
                  material reduction in Executive’s responsibilities or authority in
                  connection with his employment with the Company or the
                  Bank;

              


      

      


      
        	 	
                ii.

              	
                Assignment
                  to Executive of duties of a non-executive nature or duties for
                  which he is
                  not reasonably equipped by his skills and
                  experience;

              


      

      


      
        	 	
                iii.

              	
                A
                  reduction in salary or benefits contrary to the terms of this Agreement,
                  or, following a Change in Control as defined in Section 12 of this
                  Agreement, any reduction in salary or material reduction in benefits
                  below
                  the amounts to which Executive was entitled prior to the Change
                  in
                  Control;

              


      

      


      
        	 	
                iv.

              	
                Termination
                  of incentive and benefit plans (other than the Bank’s tax-qualified
                  plans), programs or arrangements, or reduction of Executive’s
                  participation to such an extent as to materially reduce their aggregate
                  value below their aggregate value as of the Effective Date;
                  

              


      

      


      
        	 	
                v.

              	
                A
                  relocation of Executive’s principal business office by more than
                  thirty-five (35) miles from its current location;
                  or

              


      

      


      
        	 	
                vi.

              	
                Liquidation
                  or dissolution of the Company or the
                  Bank.

              


      

      


      Notwithstanding
        the foregoing, a reduction or elimination of Executive’s benefits under one or
        more benefit plans maintained by the Company or the Bank as part of a good
        faith, overall reduction or elimination of such plans or benefits thereunder
        applicable to all participants in a manner that does not discriminate against
        Executive (except as such discrimination may be necessary to comply with
        law)
        shall not constitute an event of Good Reason or a material breach of this
        Agreement, provided that benefits of the same type or to the same general
        extent
        as those offered under such plans are not available to other officers of
        the
        Company and the Bank, or any company that controls either of them, under
        a plan
        or plans in or under which Executive is not entitled to participate subsequent
        to such reduction or elimination of benefits.

      


      c.    For
        purposes of this Agreement, a “Change in Control” shall be deemed to occur on
        the earliest of any of the following events: 

      


      
        	 	
                i.

              	
                Merger:
                  The Company or the Bank merges into or consolidates with another
                  corporation, or merges another corporation into the Company or
                  the Bank,
                  and as a result less than a majority of the combined voting power
                  of the
                  resulting corporation immediately after the merger or consolidation
                  is
                  held by persons who were stockholders of the Company or the Bank
                  immediately before the merger or
                  consolidation.

              


      

      


      
        	 	
                ii.

              	
                Acquisition
                  of Significant Share Ownership:
                  There is filed, or required to be filed, a report on Schedule 13D
                  or
                  another form or schedule (other than Schedule 13G) required under
                  Sections
                  13(d) or 14(d) of the Securities Exchange Act of 1934, if the schedule
                  discloses that the filing person or persons acting in concert has
                  or have
                  become the beneficial owner of 25% or more of a class of the Company’s
                  voting securities, but this clause (b) shall not apply to beneficial
                  ownership of Company voting shares held in a fiduciary capacity
                  by an
                  entity of which the Company directly or indirectly beneficially
                  owns 50%
                  or more of its outstanding voting
                  securities.

              


      


      
        
           

        

        
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                iii.

              	
                Change
                  in Board Composition:
                  During any period of two consecutive years, individuals who constitute
                  the
                  Company’s or the Bank’s Board of Directors at the beginning of the
                  two-year period cease for any reason to constitute at least a majority
                  of
                  the Company’s or the Bank’s Board of Directors; provided, however, that
                  for purposes of this clause (iii), each director who is first elected
                  by
                  the board (or first nominated by the board for election by the
                  stockholders) by a vote of at least two-thirds (2/3) of the directors
                  who
                  were directors at the beginning of the two-year period shall be
                  deemed to
                  have also been a director at the beginning of such period;
                  or

              


      

      


      
        	 	
                iv.

              	
                Sale
                  of Assets:
                  The Company or the Bank sells to a third party all or substantially
                  all of
                  its assets. 

              


      

      


      Notwithstanding
        anything in this Agreement to the contrary, in no event shall the reorganization
        of the Bank from the mutual holding company form of organization to the full
        stock holding company form of organization (including the elimination of
        the
        mutual holding company) constitute a “Change in Control” for purposes of this
        Agreement.

      


      d.    Executive
        shall not have the right to receive termination benefits pursuant to Section
        3
        of this Agreement upon termination for Cause. Termination
        for Cause shall mean termination of Executive’s employment because of, in the
        good faith determination of the Board, Executive’s personal dishonesty,
        incompetence, willful misconduct, any breach of fiduciary duty involving
        personal profit, intentional failure to perform stated duties, willful violation
        of any law, rule, regulation (other than traffic violations or similar
        offenses), final cease and desist order, or any material breach of any provision
        of this Agreement. Notwithstanding the foregoing, Executive shall not be
        deemed
        to have been terminated for Cause unless and until there shall have been
        delivered to him a copy of a resolution duly adopted by the affirmative vote
        of
        a majority of the entire membership of the Board of Directors at a meeting
        of
        the Board of Directors called and held for that purpose (after reasonable
        notice
        to Executive and an opportunity for him, together with counsel, to be heard
        before the Board of Directors), finding that in the good faith opinion of
        the
        Board of Directors, Executive was guilty of conduct justifying termination
        for
        Cause and specifying the particulars thereof in detail. Executive shall not
        have
        the right to receive compensation or other benefits for any period after
        termination for Cause. During the period beginning on the date of the Notice
        of
        Termination for Just Cause pursuant to Section 4 of this Agreement through
        the
        Date of Termination, stock options granted to Executive under any stock option
        plan shall not be exercisable nor shall any unvested stock awards granted
        to
        Executive under any stock benefit plan of the Bank, the Company or any
        subsidiary or affiliate thereof, vest. At the Date of Termination, such stock
        options and any such unvested stock awards shall become null and void and
        shall
        not be exercisable by or delivered to Executive at any time subsequent to
        such
        termination for Cause.

      


      
        	
                3.

              	
                Termination
                  Benefits.

              


      

      


      a.    If,
        on or
        after the effective date of a Change in Control, Executive’s employment is
        voluntarily (in accordance with Section 2b.) or involuntarily terminated
        (other
        than for Cause) during the remaining term of this Agreement, Executive shall
        receive:

      


      
        	 	
                i.

              	
                a
                  lump sum cash payment equal to 2.99 times the Executive’s “base amount,”
                  within the meaning of Section 280G(b)(3) of the Internal Revenue
                  Code of
                  1986, as amended (the “Code”). Such payment shall be made not later than
                  ten (10) calendar days following Executive’s termination of employment
                  under this Section 3.

              


      


      
        
           

        

        
          3

          
            

          

        

        
           

        

      


      


      
        	 	
                ii.

              	
                Continued
                  benefit coverage under all Bank health and welfare plans which
                  Executive
                  participated in as of the date of the Change in Control (collectively,
                  the
                  “Employee Benefit Plans”) for a period of thirty-six (36) months following
                  Executive’s termination of employment. Said coverage shall be provided
                  under the same terms and conditions in effect on the date of Executive’s
                  termination of employment. Solely for purposes of benefits continuation
                  under the Employee Benefit Plans, Executive shall be deemed to
                  be an
                  active employee. To the extent that benefits required under this
                  Section
                  3a. cannot be provided under the terms of any Employee Benefit
                  Plan, the
                  Bank shall enter into alternative arrangements that will provide
                  Executive
                  with comparable benefits.

              


      

      


      b.    Notwithstanding
        any contrary provisions of this Section 3, in no event shall the aggregate
        payments or benefits to be made or afforded to Executive (the “Termination
        Benefits”) constitute an “excess parachute payment” under Section 280G of the
        Internal Revenue Code of 1986, as amended (the “Code”) or any successor thereto,
        and to avoid such a result, the Termination Benefits will be reduced, if
        necessary, to an amount that is one dollar ($1.00) less than an amount equal
        to
        three (3) times Executive’s “base amount,” as determined in accordance with said
        Section 280G of the Code. The allocation of the reduction among the Termination
        Benefits shall be determined by Executive.

       

      
        	
                4.

              	
                Notice
                  of Termination.

              


      

      


      a.    Any
        purported termination by the Bank or by Executive shall be communicated by
        Notice of Termination to the other party hereto. For purposes of this Agreement,
        a “Notice of Termination” shall mean a written notice which shall indicate the
        specific termination provision in this Agreement relied upon and shall set
        forth
        in detail the facts and circumstances claimed to provide a basis for termination
        of Executive’s employment.

      


      b.    “Date
        of
        Termination” shall mean the date specified in the Notice of Termination (which,
        in the case of a termination for Cause, shall not be less than thirty (30)
        days
        from the date such Notice of Termination is given).

      


      
        	
                5.

              	
                Source
                  of Payments.

              


      

      


      All
        payments provided for under this Agreement shall be timely paid in cash or
        check
        from the general funds of the Bank. The Company, however, unconditionally
        guarantees payment and provision of all amounts and benefits due hereunder
        to
        Executive and, if such amounts and benefits due from the Bank are not timely
        paid or provided by the Bank, such amounts and benefits shall be paid or
        provided by the Company. 

      


      
        	6.	
                Effect
                  on Prior Agreements and Existing Benefit Plans.

              


      

      


      This
        Agreement contains the entire understanding between the parties and supersedes
        any prior agreement between the Bank or the Company and Executive, except
        that
        this Agreement shall not effectively reduce any benefit or compensation
        otherwise inuring to Executive. No provision of this Agreement shall be
        interpreted to mean that Executive is subject to receiving fewer benefits
        than
        those available to him without reference to this Agreement. Nothing in this
        Agreement shall confer upon Executive the right to continue in the employ
        of the
        Bank or the Company or shall impose on the Bank or the Company any obligation
        to
        retain Executive as an employee for any period.


      
        
           

        

        
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        	7.	
                No
                  Attachment.

              


      

      


      a.    Except
        as
        required by law, no right to receive payments under this Agreement shall
        be
        subject to anticipation, commutation, alienation, sale, assignment, encumbrance,
        charge, pledge, or hypothecation or to execution, attachment, levy or similar
        process or assignment by operation of law, and any attempt, voluntary or
        involuntary, to do so shall be null, void and of no effect.

      


      b.    This
        Agreement shall be binding upon, and inure to the benefit of, Executive,
        the
        Bank, the Company and their respective successors and assigns.

      


      
        	8.	
                Modification
                  and Waiver.

              


      

      


      a.    This
        Agreement may not be modified or amended except by an instrument in writing
        signed by the parties.

      


      b.    No
        term
        or condition of this Agreement shall be deemed to have been waived, nor shall
        there be any estoppel against the enforcement of any provision of this
        Agreement, except by written instrument of the party charged with such waiver
        or
        estoppel. No written waiver shall be deemed a continuing waiver unless
        specifically stated as such, and each such waiver shall operate only as to
        the
        specific term or condition waived and shall not constitute a waiver of such
        term
        or condition for the future or as to any act other than that specifically
        waived.

      


      
        	9.	
                Severability.

              


      

      


      If,
        for
        any reason, any provision of this Agreement, or any part of any provision,
        is
        held invalid, such invalidity shall not affect the validity of any other
        provision or part of this Agreement, and each such other provision and part
        of
        this Agreement shall continue in full force and effect.

      


      
        	
                10.

              	
                Headings
                  for Reference Only.

              


      

      


      The
        headings of sections and paragraphs herein in this Agreement are included
        solely
        for convenience of reference and shall not control the meaning or interpretation
        of any of the provisions of this Agreement. In addition, any references to
        the
        masculine shall apply to both the masculine and the feminine.

      


      
        	
                11.

              	
                Governing
                  Law.

              


      

      


      Except
        to
        the extent preempted by federal law, the validity, interpretation, performance,
        and enforcement of this Agreement shall be governed by the Commonwealth of
        Pennsylvania, without regard to conflicts of law principles. 


      
        
           

        

        
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                12.

              	
                Arbitration.

              


      

      


      Any
        dispute or controversy arising under or in connection with this Agreement
        shall
        be settled exclusively by arbitration, conducted before a panel of three
        arbitrators sitting in a location selected by Executive within fifty (50)
        miles
        from the location of the Bank, in accordance with the rules of the American
        Arbitration Association then in effect. Judgment may be entered on the
        arbitrator’s award in any court having jurisdiction; provided, however, that
        Executive shall be entitled to seek specific performance of Executive’s right to
        be paid until the Date of Termination during the pendency of any dispute
        or
        controversy arising under or in connection with this Agreement.

      


      
        	
                13.

              	
                Payment
                  of Legal Fees.

              


      

      


      All
        reasonable legal fees and expenses paid or incurred by Executive pursuant
        to any
        dispute or question of interpretation relating to this Agreement shall be
        paid
        or reimbursed by the Bank or the Company, only if Executive is successful
        pursuant to a legal judgment, arbitration or settlement.

      


      
        	14.	
                Indemnification.

              


      

      


      The
        Company or the Bank shall provide Executive (and Executive’s heirs, executors
        and administrators) with coverage under a standard directors’ and officers’
liability insurance policy and shall indemnify Executive (and Executive’s heirs,
        executors and administrators) to the fullest extent permitted under applicable
        law against all expenses and liabilities reasonably incurred in connection
        with
        or arising out of any action, suit or proceeding in which Executive may be
        involved by reason of having been a director or officer of the Company or
        the
        Bank (whether or not Executive continues to be a director or officer at the
        time
        of incurring such expenses or liabilities), such expenses and liabilities
        to
        include, but not be limited to, judgments, court costs, attorneys’ fees and the
        costs of reasonable settlements.

      


      
        	15.	
                Successors
                  to the Bank and the Company.

              


      

      


      The
        Bank
        and the Company shall require any successor or assignee, whether direct or
        indirect, by purchase, merger, consolidation or otherwise, to all or
        substantially all of the business or assets of the Bank or the Company,
        expressly and unconditionally to assume and agree to perform the Bank’s and the
        Company’s obligations under this Agreement, in the same manner and to the same
        extent that the Bank and the Company would be required to perform if no such
        succession or assignment had taken place.

      


      
        	16.	
                Required
                  Provisions.
                  In
                  the event any of the foregoing provisions of this Section 16 are
                  in
                  conflict with the terms of this Agreement, this Section 16 shall
                  prevail.

              


      

      


      a.    The
        Bank’s board of directors may terminate Executive’s employment at any time, but
        any termination by the Bank, other than termination for Cause, shall not
        prejudice Executive’s right to compensation or other benefits under this
        Agreement. Executive shall not have the right to receive compensation or
        other
        benefits for any period after termination for Cause.

      


      b.    If
        Executive is suspended from office and/or temporarily prohibited from
        participating in the conduct of the Bank’s affairs by a notice served under
        Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C.
        §1818(e)(3) or (g)(1); the Bank’s obligations under this Agreement shall be
        suspended as of the date of service, unless stayed by appropriate proceedings.
        If the charges in the notice are dismissed, the Bank may in its discretion:
        (i)
        pay Executive all or part of the compensation withheld while its contract
        obligations were suspended; and (ii) reinstate (in whole or in part) any
        of the
        obligations which were suspended.


      
        
           

        

        
          6

          
            

          

        

        
           

        

      


      


      c.    If
        Executive is removed and/or permanently prohibited from participating in
        the
        conduct of the Bank’s affairs by an order issued under Section 8(e)(4) or
        8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1),
        all obligations of the Bank under this Agreement shall terminate as of the
        effective date of the order, but vested rights of the contracting parties
        shall
        not be affected.

      


      d.    If
        the
        Bank is in default as defined in Section 3(x)(1) of the Federal Deposit
        Insurance Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank under this
        Agreement shall terminate as of the date of default, but this paragraph shall
        not affect any vested rights of the contracting parties.

      


      e.    All
        obligations under this Agreement shall be terminated, except to the extent
        determined that continuation of the contract is necessary for the continued
        operation of the Bank: (i) by the Director of the OTS (or his or her designee),
        at the time the Federal Deposit Insurance Corporation (FDIC) enters into
        an
        agreement to provide assistance to or on behalf of the Bank under the authority
        contained in Section 13(c) of the Federal Deposit Insurance Act, 12 U.S.C.
        §1823(c); or (ii) by the Director of the OTS (or his or her designee) at the
        time the Director (or his designee) approves a supervisory merger to resolve
        problems related to the operations of the Bank or when the Bank is determined
        by
        the Director to be in an unsafe or unsound condition. Any rights of the parties
        that have already vested, however, shall not be affected by such
        action.

      


      f.    Any
        payments made to Executive pursuant to this Agreement, or otherwise, are
        subject
        to and conditioned upon their compliance with 12 U.S.C. §1828(k) and FDIC
        regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification
        Payments.

      


      


      



      
        
           

        

        
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      SIGNATURES

      


      IN
        WITNESS WHEREOF,
        the
        parties hereto have executed this Agreement effective as of the date first
        set
        forth above.

      


      


      
        	
                ATTEST:

              	
                BENEFICIAL
                  MUTUAL SAVINGS BANK

              
	 	 
	 	 
	 	 
	__________________________ 	
                By:
                  __________________________ 

              
	 	
                For
                  the Entire Board of Directors

              
	 	 
	 	 
	
                ATTEST:

              	
                BENEFICIAL
                  MUTUAL BANCORP, INC.

              
	 	
                (Guarantor)

              
	 	 
	 	 
	__________________________ 	
                By:
                  __________________________ 

              
	
                Corporate
                  Secretary

              	
                For
                  the Entire Board of Directors

              
	 	 
	 	 
	 	 
	
                [SEAL]

              	 
	 	 
	 	 
	
                WITNESS:

              	
                EXECUTIVE

              
	 	 
	 	 
	__________________________ 	__________________________ 
	 	 


      

      


       

       

       

      
 

      
        
           

        

        
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