Exhibit 10.1(b)


     

    
      

    

     

    Exhibit
      10.1(b)

    


    


    


    


    


    


    


    TRUST
      AGREEMENT

    


    BETWEEN

    


    BENEFICIAL
      MUTUAL SAVINGS BANK

    


    AND

    


    [____________________________]

    


    FOR
      THE

    


    BENEFICIAL
      MUTUAL SAVINGS BANK

    EMPLOYEE
      STOCK OWNERSHIP PLAN TRUST

    


    


    


    Effective
      as of _______________, 2007

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    


    CONTENTS

    


    


    


    


    


    


    
      	 	 	
              Page
                No.

            
	 	 	 
	
              Section
                1

            	
              Creation
                of Trust

            	
              1

            
	 	 	 
	
              Section
                2

            	
              Investment
                of Trust Fund and Administrative Powers of the Trustee

            	
              2

            
	 	 	 
	
              Section
                3

            	
              Compensation
                and Indemnification of Trustee and Payment of Expenses and
                Taxes

            	
              7

            
	 	 	 
	
              Section
                4

            	
              Records
                and Valuation

            	
              8

            
	 	 	 
	
              Section
                5

            	
              Instructions
                from Committee

            	
              9

            
	 	 	 
	
              Section
                6

            	
              Change
                of Trustee

            	
              10

            
	 	 	 
	
              Section
                7

            	
              Miscellaneous

            	
              10

            


    

    


     

     

     

     

     

     

     

    
 

    
      
        
           

        

        
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    THIS
      TRUST AGREEMENT
      dated
_____________,
      2007
      BETWEEN,
      Beneficial Mutual Savings Bank,
      with its
      administrative office at 510
      Walnut Street, Philadelphia, Pennsylvania 19106
      (hereinafter called the “Company”), and
      [_____________________] with
      its
      administrative office at [______________________]
      (hereinafter called the “Trustee”).

    


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

    


    WHEREAS,
      the
      Company has approved and adopted an employee stock ownership plan for the
      benefit of its employees, the Beneficial
      Mutual Savings Bank Employee Stock Ownership Plan
      (hereinafter called the “Plan”); and

    


    WHEREAS,
      the
      Company has authorized the execution of this Trust Agreement and has appointed
      [_____________________]
      as
      Trustee of the Trust Fund created pursuant to the Plan; and

    


    WHEREAS,
      [_____________________]
      has
      agreed to act as Trustee and to hold and administer the assets of the Plan
      in
      accordance with the terms of this Trust Agreement.

    


    NOW,
      THEREFORE,
      the
      Company and the Trustee agree as follows:

    


    Section
      1. Creation
      of Trust

    


    1.1    Trustee [_____________________]
      shall
      serve as Trustee of the Trust Fund created in accordance with and in furtherance
      of the Plan, and shall serve as Trustee until their removal or resignation
      in
      accordance with Section 6.

    


    1.2    Trust
      Fund
      The
      Trustee hereby agrees to accept contributions from the Employer as defined
      in
      the Plan and amounts transferred from other qualified retirement plans from
      time
      to time in accordance with the terms of the Plan. All such property and
      contributions, together with income thereon and increments thereto, shall
      constitute the “Trust Fund” to be held in accordance with the terms of the Trust
      Agreement.

    


    1.3    Incorporation
      of Plan.
      An
      instrument entitled “Beneficial Mutual Savings Bank Employee Stock Ownership
      Plan” is incorporated herein by reference, and this Trust Agreement shall be
      interpreted consistently with that Plan. All words and phrases defined in that
      Plan shall have the same meaning when used in this Trust Agreement.

    


    1.4    Name.
      The
      name of this trust shall be “Beneficial Mutual Savings Bank Employee Stock
      Ownership Plan Trust.”

    


    1.5    Nondiversion
      of Assets.
      In no
      event shall any part of the corpus or income of the Trust Fund be used for,
      or
      diverted to, purposes other than for the exclusive benefit of the Participants
      and their Beneficiaries prior to the satisfaction of all liabilities under
      the
      Plan, except to the extent that assets may be returned to the Employer in
      accordance with the Plan where the Plan fails to qualify initially under Section
      401(a) of the Internal Revenue Code (the “Code”), or where they are attributable
      to contributions made by mistake of fact or in excess of the deductibility
      allowed under the Code.

    


    
      
        
           

        

        
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    Section
      2. Investment
      of Trust Fund and Administrative Powers of the Trustee.

    


    2.1    Stock
      and Other Investments.
      The
      basic investment policy of the Plan shall be to invest primarily in Stock of
      the
      Employer for the exclusive benefit of the Participants and their Beneficiaries.
      The Committee shall have full and complete investment authority and
      responsibility with respect to the purchase, retention, sale, exchange, and
      pledge of Stock and the payment of Stock Obligations, and the Trustee shall
      not
      deal in any way with Stock except in accordance with their obligations pursuant
      to this Trust Agreement and the written instructions of the Committee. The
      Trustee shall invest, or keep invested, all or a portion of the Trust Fund
      in
      Stock, and shall pay Stock Obligations out of assets of the Trust Fund, as
      instructed from time to time by the Committee. The Trustee shall invest any
      balance of the Trust Fund (the “Investment Fund”) in such other property as the
      Committee, in its sole discretion, shall deem advisable, subject to any
      delegation of such investment responsibility pursuant to Section 2.2. Nothing
      contained herein shall provide investment discretion authority or any like
      kind
      responsibility in regard to the assets of the Trust Fund.

    


    In
      connection with instructions to acquire Stock, the Trustee may purchase newly
      issued or outstanding Stock from the Employer or any other holders of Stock,
      including Participants, Beneficiaries, and Plan fiduciaries. All purchases
      and
      sales of Stock shall be made by the Trustee at fair market value as determined
      by the Committee in good faith and in accordance with any applicable
      requirements under the Employee Retirement Income Security Act of 1974, as
      amended (“ERISA”). Such purchases may be made with assets of the Trust Fund,
      with funds borrowed for this purpose (with or without guarantees of repayment
      to
      the lender by the Employer), or by any combination of the
      foregoing.

    


    Notwithstanding
      any other provision of this Trust Agreement or the Plan, neither the Committee
      nor the Trustee shall make any purchase, sale, exchange, investment, pledge,
      valuation, or loan, or take any other action involving those assets for which
      they are responsible which (i) is inconsistent with the policy of the Plan
      and
      Trust, (ii) is inconsistent with the prudence and diversification requirements
      set forth in Sections 404(a)(1)(B) and (C) of ERISA (to the extent such
      requirements apply to an employee stock ownership plan and trust), (iii) is
      prohibited by Section 406 or 407 of ERISA, or (iv) would impair the
      qualification of the Plan or the exemption of the Trust under Sections 401
      and
      501, respectively, of the Code.

    


    2.2    Delegation
      of Investment Responsibility.
      The
      Committee may, by written notice and in accordance with the Plan, direct the
      Trustee to segregate any portion or all of the Investment Fund into one or
      more
      separate accounts for each of which full investment responsibility will be
      delegated to an investment manager appointed in such notice pursuant to Section
      402(c)(3) of ERISA (hereinafter a “Manager”). For any separate account where the
      Trustee is to maintain custody of the assets, the Trustee and the Manager shall
      agree upon procedures for the transmittal of investment instructions from the
      Manager to the Trustee, and the Trustee may provide the Manager with such
      documents as may be necessary to authorize the Manager to effect transactions
      directly on behalf of the segregated account.

    


    
      
        
           

        

        
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    Further,
      the Committee may, by written notice and in accordance with the Plan, direct
      the
      Trustee to segregate any portion or all of the Investment Fund into one or
      more
      separate accounts for each of which full investment responsibility will be
      delegated to an insurance company through one or more group annuity contracts,
      deposit administration contracts, or similar contracts, which may provide for
      investments in any commingled separate accounts established under such
      contracts. An insurance company shall be a Manager with respect to any amounts
      held under such a contract except to the extent the insurer’s assets are not
      deemed assets of the Plan and Trust Fund pursuant to Section 401(b)(2) of ERISA.
      The allocation of amounts held under such a contract among the insurer’s general
      account and one or more individual or commingled separate accounts shall be
      determined by the Committee except as otherwise agreed by the Committee and
      the
      insurer.

    


    Any
      Manager shall have all of the powers given to the Trustee pursuant to Section
      2.3 with respect to the portion of the Trust Fund committed to its investment
      discretion and control. The Trustee shall be responsible for the safekeeping
      of
      any assets which remain in their custody, but in no event shall the Trustee
      be
      under any duty to question or make any inquiry or suggestion regarding the
      action or inaction of a Manager or an insurer or the advisability of acquiring,
      retaining, or disposing of any asset of a segregated account. The Employer
      shall
      indemnify and hold the Trustee harmless from any and all costs, damages,
      expenses, and liabilities which the Trustee may incur by reason of any action
      taken or omitted to be taken by the Trustee upon directions from the Committee,
      a Manager, or an insurer pursuant to this Section 2.2.

    


    2.3    Trustee
      Powers.
      In
      addition to and not by way of limitation upon the fiduciary powers granted
      to it
      by law, the Trustee shall have the following specific powers, subject to the
      limitations set forth in Section 2.1:

    


    2.3-1        
      to receive, hold, manage, invest and reinvest the money or other property which
      constitutes the Trust Fund, without distinction between principal and
      income;

    


    2.3-2        
      to hold funds uninvested temporarily, provided it is a period of time that
      is
      not unreasonable, without liability for interest thereon, and to deposit funds
      in one or more savings or similar accounts with any banks and savings and loan
      associations which are insured by an instrumentality of the federal government,
      including the Trustee if it is such an institution;

    


    2.3-3        
      at the direction of the Committee, to invest or reinvest the whole or any
      portion of the money or other property which constitutes the Trust Fund in
      such
      common or preferred stocks, investment trust shares, mutual funds, commingled
      trust funds, partnership interests, bonds, notes, or other evidences of
      indebtedness, and real and personal property as the Trustee in their absolute
      judgment and discretion may deem to be for the best interests of the Trust
      Fund,
      regardless of nondiversification to the extent that such nondiversification
      is
      clearly prudent, and regardless of whether any such investment or property
      is
      authorized by law regarding the investment of trust funds, of a wasting asset
      nature, temporarily nonincome producing, or within or without the United
      States;

    


    2.3-4        
      to invest in common and preferred stocks, bonds, notes, or other obligations
      of
      any corporation or business enterprise in which an Employer or its owners may
      own an interest;

    


    
      
        
           

        

        
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    2.3-5        
      at the direction of the Committee, to exchange any investment or property,
      real
      or personal, for other investments or properties at such time and upon such
      terms as the Trustee shall deem proper;

    


    2.3-6        
      at the direction of the Committee, to sell, transfer, convey or otherwise
      dispose of any investment or property, real or personal, for cash or on credit,
      in such manner and upon such terms and conditions as the Trustee shall deem
      advisable, and no person dealing with the Trustee shall be under any duty to
      inquire as to the validity, expediency, or propriety of any such sale or as
      to
      the application of the purchase money paid to the Trustee;

    


    2.3-7        
      to hold any investment or property in the name of the Trustee, with or without
      the designation of any fiduciary capacity, or in the name of a nominee, or
      unregistered, or in such other form that title may pass by delivery; provided,
      however, that the Trustee’s records always show that such investment or property
      belongs to the Trust Fund and the Trustee shall not be relieved hereby of its
      responsibility to maintain safe custody of such investment or
      property;

    


    2.3-8        
      to organize one or more corporations to hold, manage, or liquidate any property,
      including real estate, owned or acquired by the Trust Fund if in the sole
      discretion of the Trustee the organization of such corporation or corporations
      is for the best interests of the Trust and the Plan Participants and
      Beneficiaries;

    


    2.3-9        
      to extend the time for payment of, to modify, to renew, or to release security
      from any mortgage, note or other evidence of indebtedness, or to take advantage
      of or waive any default; to foreclose mortgages and bid on property under
      foreclosure or to take title to property by conveyance in lieu of foreclosure,
      either with or without the payment of additional consideration;

    


    2.3-10       to
      vote in person or by proxy all stocks and other securities having voting
      privileges; to exercise or refrain from exercising any option or privilege
      with
      respect to stocks and other securities, including any right or privilege to
      subscribe for or otherwise to acquire stocks and other securities; or to sell
      any such right or privilege; to assent to and join in any plan of refinance,
      merger, consolidation, reorganization or liquidation of any corporation or
      other
      enterprise in which this Trust may have an interest, to deposit stocks and
      other
      securities with any committee formed to effectuate the same, to pay any expense
      incidental thereto, to exchange stocks and other securities for those which
      may
      be issued pursuant to any such plan, and to retain as an investment the stocks
      and other securities received by the Trustee; and to deposit any investment
      in a
      voting trust; notwithstanding the preceding, Participants and Beneficiaries
      shall be entitled to direct the manner in which stock allocated to their
      respective accounts are to be voted on all matters. All stock which has been
      allocated to Participants’ Accounts for which the Trustee has received no
      written direction and all unallocated Employer securities will be voted by
      the
      Trustee in direct proportion to any Participant’s directions received and solely
      in the interest of the Participants and Beneficiaries. Whenever such voting
      rights are to be exercised, the Employer, the Committee and the Trustee shall
      see that all Participants and Beneficiaries are provided with adequate
      opportunity to deliver their instructions to the Trustee regarding voting of
      stock allocated to their accounts. The instructions of the Participants with
      respect to the voting of allocated shares hereunder shall be
      confidential;

    


    
      
        
           

        

        
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    2.3-11      
      to abandon any property, real or personal, which the Trustee shall consider
      to
      be worthless or not of sufficient value to warrant its keeping or protecting;
      to
      abstain from the payment of taxes, water rents, assessments, repairs,
      maintenance, and upkeep of any such property; to permit any such property to
      be
      lost by tax sale or other proceedings, and to convey any such property for
      a
      nominal consideration or without consideration;

    


    2.3-12      
      to borrow money from the Employer or from others (including the Trustee), and
      to
      enter into installment contracts, for the purchase of Stock upon such terms
      and
      conditions and at such reasonable rates of interest as the Committee may deem
      to
      be advisable, to issue its promissory notes as Trustee to evidence such debt,
      to
      secure the payment of such notes by pledging any property of the Trust Fund,
      and
      to authorize the holders of any such notes to pledge them to secure obligations
      of the holders and in connection therewith to repledge any assets of the Trust
      as security therefor; provided that, with respect to any extension of credit
      to
      the Trust involving, as a lender or guarantor, the Employer or other
“disqualified person” within the meaning of Section 4975(e)(2) of the Code
      --

    


    
      	 	
              (a)

            	
              each
                loan or installment contract is primarily for the benefit of Participants
                and Beneficiaries of the Plan;

            


    

    
      	 	
              (b)

            	
              any
                interest on a loan or installment contract does not exceed a reasonable
                rate;

            


    

    
      	 	
              (c)

            	
              the
                proceeds of any loan shall be used only to acquire Stock, to repay
                the
                loan, or to repay a previous loan meeting these conditions, and the
                subject of any installment contract shall be only the Trust’s purchase of
                Stock;

            


    

    
      	 	
              (d)

            	
              any
                collateral pledged to a creditor by the Trustee shall consist only
                of
                qualifying employer securities as that term is defined under Section
                4975(e)(8) of the Code and the creditor shall have no recourse against
                the
                Trust Fund except with respect to the collateral (although the creditor
                may have recourse against an Employer as
                guarantor);

            


    

    
      	 	
              (e)

            	
              payments
                with respect to a loan or installment contract shall be made only
                from
                those amounts contributed by the Employer to the Trust Fund, from
                amounts
                earned on such contributions, and from cash dividends received on
                unallocated Stock held by the Trust as collateral for such an obligation;
                and

            


    

    
      	 	
              (f)

            	
              upon
                the payment of any portion of balance due on a loan or upon any
                installment payment, a proportionate part of any qualified employer
                securities originally pledged as collateral for such indebtedness
                shall be
                released from encumbrance in accordance with Section 4.2 of the Plan
                and
                the Committee shall at least annually advise the Trustee of the number
                of
                shares of Stock so released and the proper allocation of such shares
                under
                the terms of the Plan;

            


    

    


    2.3-13       to
      manage and operate any real property which shall at any time constitute an
      asset
      of the Trust Fund; to make repairs, alterations, and improvements thereto;
      to
      insure such property against loss by fire or other casualty; to lease or grant
      options for the sale of such property, which lease or option may be for a period
      of time which may extend beyond the life of this Trust; and to take any other
      action or enter into any other contract respecting such property which is
      consistent with the best interests of the Trust;

    


    
      
        
           

        

        
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    2.3-14      
      to pay any and all reasonable and normal expenses incurred in connection with
      the exercise of any power, right, authority or discretion granted herein, and,
      upon prior notice to the Company, to employ and compensate agents, investment
      counsel, custodians, actuaries, attorneys, and accountants in such
      connection;

    


    2.3-15      
      to employ and consult with any legal counsel, who also may be counsel to an
      Employer or the Administrator, with respect to the meaning or construction
      of
      this Trust Agreement, the extent of the Trustee’s obligations and duties
      hereunder, and whether the Trustee should take or decline to take a particular
      action hereunder, and the Trustee shall be fully protected with respect to
      any
      action taken or omitted by such Trustee in good faith pursuant to such
      advice;

    


    2.3-16      
      to defend any action or proceeding instituted against the Trust Fund, to
      institute any action on behalf of the Trust Fund, and to compromise or submit
      to
      arbitration any dispute concerning the Trust Fund;

    


    2.3-17      
      to make, execute, acknowledge and deliver any and all documents of transfer
      and
      conveyance and any and all other instruments that may be necessary or
      appropriate to carry out the powers herein granted;

    


    2.3-18      
      to commingle the Trust Fund created pursuant hereto, in whole or in part, in
      a
      single trust with all or any portion of any other trust fund, assigning an
      undivided interest to each such commingled trust fund, provided that such
      commingled trust is itself exempt from taxation pursuant to Section 501(a)
      of
      the Code, or its successor Section; and provided further that the trust
      agreement governing such commingled trust shall be deemed incorporated by
      reference in the Plan;

    


    2.3-19     
      where two or more trusts governed by this Trust Agreement have an undivided
      interest in any property, to credit the income from such property to such trusts
      in proportion to their undivided interests, and when non pro rata distributions
      of property or money are made from such trusts, to make appropriate adjustments
      to the undivided fractional interests of such trusts;

    


    2.3-20      
      to invest all or any portion of the Trust Fund in one or more group annuity
      contracts, deposit administration contracts, and other such contracts with
      insurance companies, including any commingled separate accounts established
      under such contracts;

    


    2.3-21     
      generally, with respect to all cash, stocks and other securities, and property,
      both real and personal, received or held in the Trust Fund by the Trustee,
      to
      exercise all the same rights and powers as are or may be lawfully exercised
      by
      persons owning cash, or stocks and other securities, or such property in their
      own right; and to do all other acts, whether or not expressly authorized, which
      it may deem necessary or proper for the protection of the Trust Fund;
      and

    


    


    
      
        
           

        

        
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    2.3-22     
      whenever more than two persons shall qualify to act as co-Trustee, to exercise
      and perform every power (including discretionary powers), authority or duty
      by
      the concurrence of a majority of them the same effect as if all had joined
      therein, except that the unanimous vote of such persons shall be necessary
      to
      determine the number (one or more) and identity of persons who may sign checks,
      make withdrawals from financial institutions, have access to safe deposit boxes,
      or direct the sale of trust assets and the disposition of the
      proceeds.

    


    2.4    Brokerage.
      If
      permitted in writing by the Committee the Trustee shall have the power and
      authority, to be exercised in their sole discretion at any time and from time
      to
      time, to issue and place orders for the purchase or sale of securities with
      qualified brokers and dealers. Such orders may be placed with such qualified
      brokers and/or dealers who also provide investment information or other research
      or statistical services to the Trustee in its capacity as a fiduciary or
      investment manager for other clients. 

    


    Section
      3. Compensation
      and Indemnification of Trustee and Payment of Expenses and Taxes.

    


    3.1    Fees
      and Expenses from Fund.
      In
      consideration for rendering services pursuant to this Trust Agreement the
      Trustee shall be paid fees in accordance with the Trustee’s fee schedule as in
      effect from time to time. Fee changes resulting in fee increases shall be
      effective upon not less than 30 days’ notice to the Company. In addition, the
      Trustee shall be reimbursed for any reasonable expenses, including reasonable
      attorneys’ fees, incurred in the administration of the Trust created hereby.
      Fees and expenses shall be allocated to Participants’ Accounts, if any, unless
      paid directly by the Employer. All compensation and expenses of the Trustee
      shall be paid out of the Trust Fund or by the Employer as specified in the
      Plan.
      If and to the extent the Trust Fund shall not be sufficient, such compensation
      and expenses shall be paid by the Employer upon demand. If payment is due but
      not paid by the Employer, such amount shall be paid from the assets of the
      Trust
      Fund. The Trustee is hereby empowered to withdraw all such compensation and
      expenses which are 60 days past due from the Trust Fund, and, in furtherance
      thereof, liquidate any assets of the Trust Fund, without further authorization
      or direction from or by any person. Notwithstanding the foregoing, in the event
      any officer or director of Beneficial Mutual Savings Bank serves as trustee
      of
      the Plan, no compensation shall be paid to the officer or director in exchange
      for his or her services as trustee.

    


    3.2    Indemnification.
      Notwithstanding any other provision of this Trust Agreement, any individual
      designated as a trustee hereunder shall be indemnified and held harmless by
      the
      Employer to the fullest extent permitted by law against any and all costs,
      damages, expenses and liabilities including, but not limited to attorneys’ fees
      and disbursements reasonably incurred by or imposed upon such individual in
      connection with any claim made against him or in which he may be involved by
      reason of his being, or having been, a trustee hereunder, to the extent such
      amounts are not satisfied by insurance maintained by the Employer, except
      liability which is adjudicated to have resulted from the gross negligence or
      willful misconduct of the Trustee by reason of any action so taken. Further,
      any
      corporate trustee and its officers, directors and agents may be indemnified
      and
      held harmless by the Employer to the fullest extent permitted by law against
      any
      and all costs, damages, expenses and liabilities including, but not limited
      to,
      attorneys’ fees and disbursements reasonably incurred by or imposed upon such
      persons and/or corporation in connection with any claim made against it or
      them
      or in which such persons and/or corporation may be involved by reason of its
      being, or having been, a trustee hereunder as may be agreed between the Employer
      and such trustee, except liability which is adjudicated to have resulted from
      the gross negligence or willful misconduct of the Trustee by reason of any
      action so taken.

    


    
      
        
           

        

        
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    3.3    Expenses.
      All
      expenses of administering the Trust and the Plan, whether incurred by the
      Trustee or the Committee, shall be paid by the Trustee from the Trust Fund
      to
      the extent such expenses shall not have been assumed by the
      Employer.

    


    3.4    Taxes.
      All
      taxes that may be levied or assessed upon or in respect of the Trust Fund shall
      be paid from the Trust Fund. The Trustee shall notify the Committee of any
      proposed or final assessments of taxes and may assume that any such taxes are
      lawfully levied or assessed unless the Committee advises it in writing to the
      contrary within fifteen days after receiving the above notice from the Trustee.
      In such case, the Trustee, if requested by the Committee in writing, shall
      contest the validity of such taxes in any manner deemed appropriate by the
      Committee; the Employer may itself contest the validity of any such taxes,
      in
      which case the Committee shall so notify the Trustee and the Trustee shall
      have
      no responsibility or liability respecting such contest. If either party to
      this
      Agreement contests any such proposed levy or assessments, the other party shall
      provide such information and cooperation as the party conducting the contest
      shall reasonably request. 

    


    Section
      4. Records
      and Valuation.

    


    4.1    Records.
      The
      Trustee, and any investment manager appointed pursuant to Section 2.2, shall
      maintain accurate and detailed records and accounts of all investments,
      receipts, disbursements and other transactions made by it with respect to the
      Trust Fund, and all accounts, books and records relating thereto shall be open
      at all reasonable time to inspection and audit by the Committee and the
      Employer.

    


    4.2    Valuation.
      From
      time to time upon the request of the Committee, but at least annually as of
      the
      last day of each Plan Year, the Trustee shall prepare a balance sheet of the
      Investment Fund in accordance with the Plan and shall deliver copies of the
      balance sheet to the Committee and the Employer. 

    


    4.3    Discharge
      of Trustee.
      Ninety
      days after the filing of any balance sheet under Section 4.2 or any accounting
      under Section 6, the Trustee shall be forever released and discharged from
      any
      liability or accountability other than for gross negligence or wilful misconduct
      on the part of the Trustee to anyone with respect to the transactions shown or
      reflected in such balance sheet or accounting, except with respect to any acts
      or transactions as to which the Committee, within such ninety-day period, files
      written objections with the Trustee. The written approval of the Committee
      of
      any balance sheet or accounting so filed by the Trustee, or the Committee’s
      failure to file written objections within ninety days, shall be a settlement
      of
      such balance sheet or accounting as against all persons, and shall forever
      release and discharge the Trustee from any liability of accountability to anyone
      with respect to the transactions shown or reflected in such balance sheet or
      accounting other than liability arising out of the Trustee’s gross negligence or
      wilful misconduct. If a statement of objections is filed by the Committee and
      the Committee is satisfied that its objections should be withdrawn or if the
      

    


    
      
        
           

        

        
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    balance
      sheet or accounting is adjusted to its satisfaction, the Committee shall
      indicate its approval of the balance sheet or accounting in a written statement
      filed with the Trustee and the Trustee shall be forever released and discharged
      from any liability of accountability to anyone in accordance with the
      immediately preceding sentence. If an objection is not settled by the Committee
      and the Trustee, the Trustee may start a proceeding for a judicial settlement
      of
      the balance sheet or accounting in any court of competent jurisdictions; the
      only parties that need be joined in such a proceeding are the Trustee, the
      Committee, the Employer and any other parties whose participation is required
      by
      law. 

    


    4.4    Right
      to Judicial Settlement.
      Nothing
      in this Agreement shall prevent the Trustee from having its account settled
      by a
      court of competent jurisdiction at any time. The only parties that need be
      joined in any such proceeding are the Employer, the Committee, the Trustee
      and
      any other parties whose participation is required by law. 

    


    Section
      5. Instructions
      from Committee.

    


    5.1 Certification
      of Members of the Committee.
      From
      time to time the Company shall certify to the Trustee in writing the names
      of
      the individuals comprising the Committee and shall furnish to the Trustee
      specimens of their signatures and the signatures of their agents, if any. The
      Trustee shall be entitled to presume that the identities of such individuals
      and
      their agents are unchanged until it receives a certification from the Company
      notifying it of any changes.

    


    5.2    Instructions
      to Trustee.
      

    


    (a)  
      The Trustee shall pay benefits and administrative expenses under the Plan only
      when it receives (and in accordance with) written instructions of the Committee
      indicating the amount of the payment and the name and address of the recipient
      in accordance with the terms of the Plan. The Trustee need not inquire into
      whether any payment the Committee instructs the Trustee to make is consistent
      with the terms of the Plan or applicable law or otherwise proper. Any payment
      made by the Trustee in accordance with such instructions shall be a complete
      discharge and acquaintance to the Trustee. If the Committee advises the Trustee
      that benefits have become payable with respect to a Participant’s interest in
      the Trust Fund but does not instruct the Trustee as to the manner of payment,
      the Trustee shall hold the Participant’s interest in the Trust until the Trustee
      receives written instructions from the Committee as to the manner of payment.
      The Trustee shall not pay benefits from the Trust Fund without such
      instructions, even though it may be informed from other sources, including,
      without limitation, a Participant or Beneficiary, that benefits are payable
      under the Plan. The Trustee shall have no responsibility to determine when,
      to
      whom or in what amount benefits and expenses are payable under the Plan.
      Further, the Trustee shall have no power, authority or duty to interpret the
      Plan or inquire into the decisions or determinations of the Committee, or to
      question the instructions given to it by the Committee. If the Committee so
      directs, the Trustee shall segregate amounts payable with respect to the
      interest in the Plan of any Participant and administer them separately from
      the
      rest of the Trust Fund in accordance with the Committee’s instructions.


    


    
      
        
           

        

        
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    (b)  
      The Trustee may require the Committee to certify in writing that any payment
      of
      benefits or expenses it instructs the Trustee to make pursuant to Section 5.2(a)
      above is: (i) in accordance with the terms of the Plan and/or (ii) one which
      the
      Committee is authorized by the Plan and any other applicable instruments to
      direct and/or (iii) made for the exclusive purpose of providing benefits to
      Participants and Beneficiaries, or defraying reasonable expenses of Plan
      administration and/or (iv) not made to a party in interest (within the meaning
      of ERISA Section 3(14)), and/or (v) not a prohibited transaction (within the
      meaning of Code Section 4975 and ERISA Section 406). If the Trustee requests,
      instructions to pay benefits shall be made by the Committee on forms prepared
      by
      the Trustee to include any or all of the above representations. The Trustee
      shall be fully protected in relying on the truth of any such representation
      by
      the Committee and shall have no duty to investigate whether such representations
      are correct or to see to the application of any amounts paid to and received
      by
      the recipient. 

    


    5.3    Plan
      Change.
      In the
      event of an amendment, merger, division, or termination of the Plan, the Trustee
      shall continue to disburse funds and to take other proper actions in accordance
      with the instructions of the Committee.

    


    Section
      6. Change
      of Trustee.

    


    The
      Company may at any time remove any person or entity serving as a Trustee
      hereunder by giving to such person or entity written notice of removal and,
      if
      applicable, the name and address of the successor trustee. Any person or entity
      serving as a Trustee hereunder may resign at any time by giving written notice
      to the Company. Any such removal or resignation shall take effect within 30
      days
      after notice has been given by the Trustee or by the Company, as the case may
      be. Within those 30 days, the removed or resigned Trustee shall transfer, pay
      over and deliver any portion of the Trust Fund in its possession or control
      (less an appropriate reserve for any unpaid fees, expenses, and liabilities)
      and
      all pertinent records to the successor or remaining trustee; provided, however,
      that any assets which are invested in a collective fund or in some other manner
      which prevents their immediate transfer shall be transferred and delivered
      to
      the successor trustee as soon as may be practicable. Thereafter, the removed
      or
      resigned Trustee shall have no liability for the Trust Fund or for its
      administration by the successor or remaining trustee, but shall render an
      accounting to the Committee of its administration of the Trust Fund through
      the
      date on which its Trusteeship shall have been terminated. The Company may also,
      upon 30 days’ notice to each person currently serving as a trustee, appoint one
      or more persons to serve as co-Trustee hereunder.

    


    Section
      7. Miscellaneous.

    


    7.1    Right
      to Amend.
      This
      Trust Agreement may be amended from time to time by an instrument executed
      by
      the Company; provided, however, that any amendment affecting the powers, duties
      or liabilities of the Trustee must be approved by the Trustee, and provided,
      further, that no amendment may divert any portion of the Trust Fund to purposes
      other than the exclusive benefit of the Participants and their Beneficiaries
      prior to the satisfaction of all liabilities for benefits. Any amendment shall
      apply to the Trust Fund as constituted at the time of the amendment as well
      as
      to that portion of the Trust Fund which is subsequently acquired.

    


    
      
        
           

        

        
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    7.2    Compliance
      with ERISA.
      In the
      exercise of its powers and the performance of its duties, the Trustee shall
      act
      in good faith and in accordance with the applicable requirements under ERISA.
      Except as may be otherwise required by ERISA, the Trustee shall not be required
      to furnish any bond in any jurisdiction for the performance of their duties
      and,
      if a bond is required despite this provision, no surety shall be required on
      it.

    


    7.3    Nonresponsibility
      for Funding.
      The
      Trustee shall be under no duty to enforce the payment of any contributions
      and
      shall not be responsible for the adequacy of the Trust Fund to satisfy any
      obligations for benefits, expenses, and liabilities under the Plan.

    


    7.4    Reports.
      The
      Trustees shall file any report which they are required by law to file with
      any
      governmental authority with respect to this Trust, and the Committee shall
      furnish to the Trustee whatever information is necessary to prepare the
      report.

    


    7.5    Dealings
      with the Trustee.
      Persons
      dealing with the Trustee, including, but not limited to, banks, brokers,
      dealers, and insurers, shall be under no obligation to inquire concerning the
      validity of anything which the Trustee purports to do, nor need any person
      see
      to the proper application of any money paid or any property transferred upon
      the
      order of the Trustee or to inquire into the Trustee’s authority as to any
      transaction.

    


    7.6    Limitation
      Upon Responsibilities.
      The
      Trustee shall have no responsibilities with respect to the Plan or Trust other
      than those specifically enumerated or explicitly allocated to it under this
      Trust Agreement or the provisions of ERISA. All other responsibilities are
      retained and shall be performed by one or more of the Employer, the Committee,
      and such advisors or agents as they choose to engage.

    


    The
      Trustee may execute any of the trusts or powers hereof and perform any of its
      duties by or through attorneys, agents, receivers or employees and shall not
      be
      answerable for the conduct of the same if chosen with reasonable care and shall
      be entitled to advice of counsel concerning all matters of trust hereof and
      the
      duties hereunder, and may in all cases pay such reasonable compensation to
      all
      such attorneys, agents, receivers and employees as may reasonably be employed
      in
      connection with the trusts hereof. The Trustee may act upon the opinion or
      advice of any attorney (who may be the attorney for the Trustee or attorney
      for
      the Committee), approved by the Trustee in the exercise of reasonable care.
      The
      Trustee shall not be responsible for any loss or damage resulting from any
      action or non-action in good faith in reliance upon such opinion or
      advice.

    


    The
      Trustee shall be protected in acting upon any notice, request, consent,
      certificate, order, affidavit, letter, telegram or other paper or document
      believed to be genuine and correct and to have been signed or sent by the proper
      person or persons, and the Trustee shall be under no duty to make any
      investigation or inquiry as to any statement contained in any such writing
      but
      may accept the same as conclusive evidence of the truth and accuracy of the
      statements therein contained.

    


    


    
      
        
           

        

        
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    The
      Trustee shall not be liable for other than their gross negligence or willful
      misconduct. Except in the case of gross negligence or wilful misconduct on
      the
      part of the Trustee, the Trustee in its corporate capacity shall not be liable
      for claims of any persons in any manner regarding the Plan; such claims shall
      be
      limited to the Trust Fund. Unless the Trustee participates knowingly in, or
      knowingly undertakes to conceal, an act or omission of the Committee or any
      other fiduciary, knowing such act or omission to be a breach of fiduciary
      responsibility, the Trustee shall be under no liability for any loss of any
      kind
      which may result by reason of such act or omission. 

    


    Before
      taking any action hereunder at the request or direction of the Committee, the
      Trustee may require that indemnity in form and amount satisfactory to the
      Trustee be furnished for the reimbursement of any and all costs and expenses
      to
      which they may be put including, without limitation, reasonable attorneys’ fees
      and to protect them against all liability, except liability which is adjudicated
      to have resulted from the gross negligence or willful misconduct of the Trustee
      by reason of any action so taken.

    


    No
      provision of this Trust Agreement shall require the Trustee to expend or risk
      their own funds or otherwise incur any financial liability in the performance
      of
      any of their duties hereunder, or in the exercise of any of their rights or
      powers, if they shall have reasonable grounds for believing that repayment
      of
      such funds or adequate indemnity against such risk or liability is not
      reasonably assured to them.

    


    7.7    Qualification
      of the Plan and Trust.
      The
      Trustee shall be fully protected in assuming that the Plan and Trust meet the
      requirements of Code Sections 401 and 501, respectively, and all the applicable
      provisions of ERISA, unless they are advised to the contrary in writing by
      the
      Committee or a governmental agency. 

    


    7.8    Party
      in Interest Information.
      The
      Employer shall provide the Trustee with such information concerning the
      relationship between any person or organization and the Plan as the Trustee
      reasonably requests in order to determine whether such person or organization
      is
      a party in interest with respect to the Plan within the meaning of ERISA Section
      3(14). 

    


    7.9    Disputes.
      If a
      dispute arises as to the payment of any funds or delivery of any assets by
      the
      Trustee, the Trustee may withhold such payment or delivery until the dispute
      is
      determined by a court of competent jurisdiction or finally settled in writing
      by
      the parties concerned. 

    


    7.10         
      Successor
      Trustee.
      This
      Trust Agreement shall apply to any person who shall be appointed to succeed
      the
      person currently appointed as the Trustee; and any reference herein to the
      Trustee shall be deemed to include any one or more individuals or corporations
      or any combination thereof who or which have at any time acted as a co-trustee
      or as the sole trustee.

    


    7.11         
      Governing
      State Law.
      This
      Trust Agreement shall be interpreted in accordance with the laws of the
      Commonwealth of Pennsylvania to the extent those laws may be applicable under
      the provisions of ERISA.

    


    
      
        
           

        

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

    


    
      	
              ATTEST:

            	
              BENEFICIAL
                MUTUAL SAVINGS BANK

            
	 	 
	 	 
	 	 
	
              ___________________________

            	
              By:
                _______________________________

            
	 	
                    
                For the Entire Board of Directors

            
	 	 
	 	 
	 	 
	 	 
	
              ATTEST:

            	
              [_____________________]

            
	 	
              as
                TRUSTEE

            
	 	 
	 	 
	
              
                ___________________________

              

            	
              __________________________________

            
	 	
              Duly
                authorized Trust Officer

            


    

    


    


    
 

     

     

     

     

     

     

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