Exhibit 10.4


     

      
        

      

    

    Exhibit
      10.4

     

     

     

     

     

     

    October
      18, 2006

    


    Mr.
      Gerard Payton Cuddy

    353
      Thornbrook Avenue

    Rosemont,
      PA 19010

     

    Dear
      Gerry:

     

    On
      behalf
      of the Board of Directors of Beneficial Mutual Savings Bank I am delighted
      that
      you will be joining the organization as President and Chief Executive Officer
      of
      the bank and related holding companies. I want to take this opportunity to
      outline the key details of our arrangement.

     

    
      	1.	
              Employment.
                Your start date as President Elect is confirmed to be on November
                13,
                2006. You will then assume the position of President and CEO on
                January 2, 2007. As President and CEO of the Bank, you will report
                directly to the Board of Directors. You will be elected a member
                of the
                Board of Directors at the next opportunity allowed under the Bank’s
                bylaws. Although your employment is at-will, you will have the opportunity
                to receive certain salary continuation benefits, upon the termination
                of
                your employment, as provided for below in paragraph 4 (change in
                control
                benefits) and paragraph 5 (severance benefits).


            


    

     

    
      	2.	
              Compensation.
                As
                President and CEO, you will be paid an annual salary of $425,000.00
                (“Salary”). You will also receive a hiring bonus of $50,000.00, payable
                within thirty days of your joining the organization. As we discussed,
                you
                will be eligible for additional performance-based incentive compensation,
                based upon the parameters mutually established between you and the
                Board
                of Directors during your first ninety days of employment. Your incentive
                compensation potential for calendar year 2007 (which will be paid
                at the
                Board’s discretion and no later than December 31, 2007) will total
                $75,000.00. This amount will increase to a potential incentive payout
                of
                $100,000.00 for calendar year 2008 and $125,000.00 for calendar year
                2009.
                These numbers represent potential payments and are not guaranteed.
                You
                will be reviewed by the Board of Directors for performance and possible
                salary increase no later than December 31,
                2007.

            


    

     

    
      	3.	
              Benefits. 

            


    

     

    
      	
            	(a)	
              You
                will participate in all standard benefit programs in accordance with
                the
                rules of the benefit programs, including family health insurance
                coverage
                for which you will be eligible immediately upon joining the organization.
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Mr.
      Gerard Payton Cuddy

    October
      18, 2006

    Page
      2

     

    
      	
            	
              (b)

            	
              You
                will be eligible initially for a minimum of four weeks of paid vacation
                annually, one week of which you must take consecutively.
                

            


    

     

    
      	
            	(c)	
              You
                will also have the use of a Bank paid automobile and be reimbursed
                for
                appropriate business related expenses, along with Bank paid parking.
                

            


    

     

    
      	
            	(d)	
              The
                Bank agrees to pay for the costs of your Union League membership,
                as well
                as the initiation and membership costs of joining the Merion Cricket
                Club.
                

            


    

     

    
      	
            	(e)	
              In
                accordance with applicable law, the Bank will report as W-2 income
                to you
                the value of the personal use of the automobile, the portion of Bank
                paid
                parking that exceeds the maximum amount that can be excluded from
                income
                under the federal tax laws, as well as the costs of your club memberships
                that are paid by the Bank. 

            


    

     

    
      	
            	(f)	
              The
                Bank also agrees to pay certain organizational dues in support of
                your
                involvement on behalf of the Bank subject to the Board’s approval.
                

            


    

     

    
      	
            	(g)	
              You
                will be provided with a laptop, cellular phone and blackberry or
                other
                wireless device of your choosing, to be paid for by the Bank.
                

            


    

     

    
      	4.	
              Change
                in Control Benefits.
                Upon the occurrence of both of the following: (a) a “Change in Control”
                (as defined below in this paragraph) during the period November 13,
                2006
                through November 12, 2009, and (b) the termination of your employment
                as a
                result of a Change in Control, then the Bank will pay you Change
                in
                Control Benefits in accordance with the formula and description set
                forth
                below in this paragraph 4. Change in Control Benefits are an amount
                consisting of the greater of: (x) your Salary or projected Salary
                for
                three (3) years, less any gross Salary actually paid to you during
                your
                employment, and/or (y) your Salary for eighteen (18) months.
                

            


    

     

    Payment
      of Change in Control Benefits will be paid in installments in accordance with
      the Bank’s regular payroll cycle and the Bank’s regular payroll practices. The
      obligation to make any payment for Change in Control Benefits is conditioned
      upon your signing a general release of all claims in a form acceptable to the
      Bank. This means, for example, that if your employment with the Bank terminates
      after 1.5 years of employment due to a Change in Control, the Salary you would
      have received during the next 1.5 years had you remained employed shall be
      paid
      over the remaining 1.5 years. “Change in Control” for purposes of this letter
      shall mean consummation of a sale, merger, consolidation, reorganization, sale
      of assets, stock purchase, contribution or other similar transaction of the
      Bank
      with or into any bank or other financial institution. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Mr.
        Gerard Payton Cuddy

      October
        18, 2006

      Page
        3

       

    

    Notwithstanding
      the terms set forth in this letter, if the aggregate present value of the
      payments and benefits to be made or afforded to you in the event of a Change
      in
      Control would equal or exceed three times your “base amount” (as defined in
      Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and any
      successor provision thereto ("Code")) as of the date of the Change in Control,
      the payments and benefits to be made or afforded to you pursuant to this letter
      shall be reduced to the extent necessary to ensure that such aggregate present
      value is one dollar ($1.00) less than three times such base amount. The
      reduction described in the preceding sentence shall not apply, however, if
      the
      excess of (a) the aggregate present value of the payments and benefits that
      would be made or afforded to you in the event of a Change in Control in the
      absence of such reduction, over (b) the excise tax imposed under Section 4999
      of
      the Code to which you would be subject in the absence of such reduction, is
      greater than such reduced amount. The determination of whether the aggregate
      present value of payments and benefits to be made or afforded to you in the
      event of a Change in Control would equal or exceed three times your base amount,
      and the amount of the reduction necessary to ensure that such aggregate present
      value is one dollar ($1.00) less than three times such base amount, shall be
      made by a certified public accountant or other competent professional selected
      by the Bank 

     

    If
      at the
      time of your termination of employment, the stock of the Bank or its successor
      is publicly-traded on an established securities market, the commencement of
      payment of your guaranteed Salary shall be deferred, if required by Section
      409A
      of the Internal Revenue Code of 1986 as amended, the regulations thereunder
      and
      any successor provision thereto (“Section 409A”), until six months following the
      date of your termination. 

     

    
      	5.	
              Severance
                Benefits.
                In
                the event of a termination of your employment:


            


    

     

    
      	
            	(a)	
              by
                the Company, for reasons other than (i) “Cause,” or (ii) in connection
                with Change in Control that is initiated by the Bank prior to the
                third
                anniversary of the commencement of your employment; or
                

            


    

     

    
      	
            	(b)	
              by
                you, for “Good Reason” which shall include and be strictly limited to (i)
                the Company’s failure to have you assume the position as President and CEO
                in January 2007, or (ii) your job demotion at any time through to
                the
                third anniversary of your employment with the Bank,
                

            


    

     

    the
      Bank
      will provide you the severance benefits set forth in this paragraph. The Bank
      will pay you, as severance, your Salary for an additional twelve months from
      the
      date of such termination (“Severance”). Payment of Severance will be paid in
      installments in accordance with the Bank’s regular payroll cycle and the Bank’s
      regular payroll practices. The Bank also will continue to pay for your family
      health insurance benefits, and membership in the Union League and Merion Cricket
      Club, for a period of one (1) year following such termination (these benefits,
      together with Severance, are collectively referred to as “Severance Benefits”).
      The obligation to provide Severance Benefits is conditioned upon your signing
      a
      general release of all claims in a form acceptable to the Bank. If at the time
      of your termination, the stock of the Bank or its successor is publicly-traded
      on an established securities market, your Severance shall be deferred, if
      required by Section 409A, until six months following the date of your
      termination.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      Mr.
        Gerard Payton Cuddy

      October
        18, 2006

      Page
        4

    

     

    
      	6.	
              Voluntary
                Termination.
                If
                you resign, otherwise voluntarily terminate your employment with
                the Bank,
                die or become disabled (each, a “Voluntary Termination”), no payment will
                be due you other than the Salary you earned up to the date of such
                Voluntary Termination. As set forth above in paragraph 5, your resignation
                for Good Cause (as defined in paragraph 5) shall not be considered
                a
                Voluntary Termination. In the event of death or disability, you will
                be
                entitled to the same benefits that any other employee of the Bank
                would
                enjoy. 

            


    

     

    
      	7.	
              Cause.
                For
                purposes of this Agreement, “Cause” shall mean any of the following:
                

            


    

     

    (i)  Your
      plea or conviction of any crime or offense which constitutes a felony, or any
      arrest, plea, conviction, or other circumstance which, in the good faith
      judgment of the Board, makes you unfit for continuing employment, prevents
      you
      from effective management of the Bank, or materially and adversely affects
      the
      reputation or business activities of the Bank; 

     

    (ii)  Misappropriation
      of funds or dishonesty;

     

    (iii) Willful
      misconduct which adversely affects the reputation or business activities of
      the
      Bank; 

     

    (iv)  Substance
      abuse, including abuse of alcohol or use of illegal narcotics, or other drugs
      or
      substances, for which you fail to undertake and maintain treatment within 15
      days after being requested so to do by the Bank; or 

     

    (v)  Your
      failure or refusal to perform your duties substantially, or to carry out in
      all
      material respects the lawful directives of the Board, provided that prior to
      any
      termination of employment pursuant to this clause (v), the Bank will give you
      written notice of the acts constituting grounds for such termination and if
      such
      acts are capable of being cured, you will have 10 days within which to correct
      such acts, such that there are no longer grounds for termination for
      cause.

    


    
      	8.	
              Confidentiality,
                Non-Competition and Non-Solicitation Agreement.
                Your
                employment is contingent upon your signing and delivering to the
                Bank a
                Confidentiality and Non-Competition/Non-Solicitation Agreement in
                the form
                attached. In addition, the Bank has made this offer of employment
                based on
                our understanding that you are not subject to any agreement that
                would
                restrict your ability to be either employed by the Bank or to carry
                out
                your duties as President and CEO including the solicitation of business
                for the Bank.

            


    

     

    
      	9.	
              Long-Term
                Incentive Compensation Program.
                At
                the present time, the Bank does not have a long term incentive
                compensation program. However, in the event of a public offering
                by the
                Bank, and such a long term incentive plan is implemented in the future,
                you then will be eligible to participate in any such long term incentive
                plan or management equity program made available to other senior
                executives, in accordance with parameters established by the Board
                of
                Directors. 

            


    

     

    
      	10.	
              Miscellaneous.
                Notwithstanding references in this letter to the contrary, including
                separation in the event of a Change in Control, this letter is not
                intended to represent an employment contract. Employment at the Bank
                is at
                will, and is subject to termination at any time, by the Bank or yourself,
                with or without cause, and with or without
                notice.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Mr.
        Gerard Payton Cuddy

      October
        18, 2006

      Page
        5

    

     

    Enclosed
      are two copies of this letter. As an indication of your understanding and
      acceptance, please sign and return to me, on or before October 18, 2006, one
      copy of this letter and both copies of the Confidentiality, Non-Competition
      and
      Non-Solicitation Agreement. Keep one copy of this letter for your
      records.

     

    If
      you
      have any additional questions about your transition to the organization, please
      do not hesitate to call me. 

     

    Sincerely,

     

    
      	/s/
              George W. Nise 	 	 
	
              
                George
                  W. Nise 

                
                  President
                    and CEO 

                  
                    Beneficial
                      Savings Bank

                  

                

              

            	 	
            


    

     

    Agreed
      to and accepted by:

    


    
      	/s/
              Gerard Payton Cuddy	 	 
	
              Gerard
                Payton Cuddy

            	 	
              Date

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
 

    

      CONFIDENTIALITY,
        NON-COMPETITION AND NON-SOLICITATION AGREEMENT

      


      THIS
        CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (“Agreement”) is
        entered into, by and between Beneficial Mutual Savings Bank, a Pennsylvania
        stock savings bank and Gerard Payton Cuddy (hereinafter, “you” or
“your”).

       

      In
        consideration of (a) your employment with the Bank, the related holding
        companies and affiliates (collectively, the “Bank”) pursuant to the October 18,
        2006 Letter Agreement or otherwise; (b) the Bank’s willingness to provide
        you with valuable opportunities, compensation and/or benefits, including
        the
        opportunity to receive incentive competition, change in control benefits
        and
        severance benefits in accordance with the terms of the October 18, 2006 Letter
        Agreement; (c) the expense, time and effort involved in providing you with
        specialized and unique training; (d) the access the Bank is providing you
        to
        certain trade secrets, and confidential and proprietary information related
        to
        the business of the Bank; and (e) other consideration.

       

      NOW,
        THEREFORE, in consideration of the mutual promises and covenants herein
        contained and intending to be legally bound hereby, the parties hereto agree
        as
        follows:

       

      
        	 	
                1.

              	
                Employment.

              


      

       

      You
        desire to be employed by the Bank and you acknowledge that such employment
        is
        conditioned upon your execution of this Agreement. Upon the terms and conditions
        set forth herein, the Bank agrees to employ you as President and CEO, with
        such
        duties and compensation as may be determined by the Bank, and as amended
        from
        time to time. During the entire period that you are employed by the Bank,
        you
        agree to devote your best efforts to advance the interests of the Bank.


       

      You
        acknowledge and agree that although this Agreement is ancillary to your
        employment with the Bank, the terms and conditions of your employment (except
        as
        it relates to the subject matter of this Agreement) are separate from and
        form
        no part of this Agreement.

       

      You
        understand that your employment with the Bank which is expected to commence
        on
        November 13, 2006, is contingent upon your execution of this Agreement. Fully
        understanding the obligations and restrictions placed upon you by this
        Agreement, and having had the opportunity to consult with counsel of your
        choice
        prior to executing this Agreement, you voluntarily sign this Agreement,
        intending to be legally bound, and acknowledge that you do so prior to the
        commencement of employment with the Bank. 

       

      
        	 	
                2.

              	
                Customers.

              


      

       

      You
        agree
        that all customers for whom you or others at the Bank perform services while
        at
        the Bank shall be considered customers of the Bank, and shall not be considered
        customers of yours. All prospective customers with whom you have business
        dealings during your employment with the Bank shall be considered prospective
        customers of the Bank, and shall not be considered prospective customers
        of
        yours.

       

      
        	 	
                3.

              	
                Non-Disclosure
                  of Confidential Information.

              


      

       

      The
        Bank,
        in the course of performing its business activities, (a) acquires and develops
        trade secrets and confidential and proprietary information which is not
        generally known in the industry, and (b) acquires trade secrets and confidential
        and proprietary information of or about the Bank’s affiliates, customers,
        vendors, business partners, licensors, suppliers and other companies, persons
        or
        entities with which the Bank maintains or has maintained a business
        relationship, (hereinafter collectively, “Bank Business Relationships”).


       

      You
        recognize that the knowledge and information acquired by you concerning the
        following information of the Bank and of the Bank Business Relationships:
        corporate
        information, including, but not limited to, business plans and methods, trade
        secrets, products, services, financial affairs, formulae, technology, know-how,
        contracts, pricing lists, costs, policies, sales methods, financial information,
        profits, expenses, operations, operating methods and procedures, blueprints,
        drawings, processes, statistics, suppliers, marketing data, strategic
        information, sales and plans for future developments, methods, reports, plans,
        strategies and efforts, customers, customer lists, customer requirements
        and
        information, prospective customers, customer files, proposals and communications
        with customers and prospective customers, fees, information regarding meeting
        attendees, employee lists and information, financial and other record systems,
        records,
        applications,
        computers, computer programs, system documentation, hardware, software and
        information contained therein, marketing and expansion plans, technologies,
        development, projects, forms and other trade secrets, inventions designs,
        know-how, any facts concerning the systems, methods, procedures or plans
        developed or used by the Bank or Bank Business Relationships or other private,
        confidential or proprietary information of or about the Bank or Bank Business
        Relationships which is not already available to the public
        (collectively, “Confidential Information”) are valuable, special and unique
        aspects of the business of the Bank and
        the Bank Business

       


      
        
          
          

        

        
           

          
            

          

        

        
          
          

        

      


      Relationships.
        You
        recognize that such Confidential Information would not be provided to you
        by the
        Bank in the absence of this signed Agreement because of the risks that valuable
        Confidential Information might otherwise be divulged and thereby damage the
        Bank’s competitive position in the marketplace, damage the Bank’s relationship
        with Bank Business Relationships, or otherwise cause damage to Bank
        Business Relationships.

       

      You
        agree
        that you will not, during or after your relationship with the Bank, (i)
        disclose, in whole or in part, any Confidential Information to any person,
        firm,
        corporation, association or other entity for any reason or purpose whatsoever
        unless authorized in writing to do so by the Bank, or (ii) use any Confidential
        Information for your own purpose or for the benefit of any person, firm,
        corporation, association or other entity other than the Bank, except in the
        proper performance of your duties as instructed by the Bank. Upon the cessation
        of your employment with the Bank, the restrictions set forth in this paragraph
        will not apply to confidential information which is then in the public domain
        (unless you are responsible, directly or indirectly, for such Confidential
        Information entering the public domain without the Bank’s consent).


       

      
        	 	
                4.

              	
                Non-Competition. 

              


      

       

      You
        agree
        that during the term of your employment relationship with the Bank and for
        a
        period of one year after the cessation of such employment (hereinafter, the
        “Non-Competition Period”), you shall not, directly or indirectly render services
        to, become affiliated with or employed by, own, or have a financial or other
        interest in (either as an individual, partner, joint venturer, owner, manager,
        stockholder, employee, officer, director, independent contractor, or other
        such
        role) any business which is engaged in a same, similar or competitive business
        as the Bank (except nothing herein shall prohibit you from owning less than
        5%
        of the outstanding shares in a publicly traded corporation), within a fifty
        (50)
        mile radius of any office, facility or branch office of the Bank or it
        affiliates. 

       

      
        	 	
                5.

              	
                Non-Solicitation.

              


      

       

      You
        agree
        that during the term of your employment relationship with the Bank and for
        a
        period of one (1) year after the cessation of such employment (hereinafter,
        the
“Non-Solicitation Period”), you shall not, directly or indirectly:

       

      (a)    for
        or on
        behalf of a same, similar or competitive business as the Bank contact, solicit,
        canvas, provide services to, contract with, or accept business from any entity
        or individual which (i) was or has been a customer of the Bank within two
        years
        prior to the cessation of your employment, (ii) within
        two years prior to the cessation of your employment, has received an outstanding
        proposal or offer from the Bank or had taken a loan application with the
        Bank,
        or (iii) was or is a prospective customer of the Bank with which you had
        business-related communications within two years prior to the cessation of
        your
        employment;

       

      (b)    (i)
        induce, offer, assist, solicit, encourage or suggest, in any manner whatsoever,
        (1) that you or another business or enterprise offer employment to or enter
        into
        a business affiliation with any Bank employee, agent or representative, or
        (2)
        that any Bank employee, agent or representative terminate his or her employment
        or business affiliation with the Bank; or (ii) hire, employ or contract with
        any
        employee, agent or representative of the Bank. 

       

      
        	 	
                6.

              	
                Return
                  of the Bank’s Documents and Other Information.

              


      

       

      Upon
        the
        cessation of your employment with the Bank or at any other time upon request
        of
        the Bank, you shall deliver to the Bank any and all the Bank property
        (including, but not limited to, keys and credit cards), documents (including,
        but not limited to, the Bank information and documents stored on your computer,
        including any documents, files, reports or other information received or
        made by
        you in connection with your employment with the Bank, regardless of whether
        or
        not such information is Bank Confidential Information) and equipment (including,
        but not limited to, cell phones and computer equipment). 

       

      
        	 	
                7.

              	
                Subsequent
                  Affiliation or Employment and Enforcement.

              


      

       

      (a)    Advise
        the Bank of New Affiliation or Employment.
        In the
        event of a cessation of your employment with the Bank, and during the
        Non-Competition or Non-Solicitation Periods described in paragraphs 4 and
        5
        above, you agree to disclose to the Bank the name and address of any new
        business affiliation or employer within ten (10) days of your accepting such
        position. In the event that you fail to notify the Bank of such new business
        affiliation or employment as required above, the Non-Competition and
        Non-Solicitation Periods shall be extended by a period equal to the period
        of
        nondisclosure.

       

      (b)    Your
        Ability to Earn Livelihood.
        You
        acknowledge that, in the event of a cessation of your employment with the
        Bank,
        for any reason and at any time, you will be able to earn a livelihood without
        violating the provisions of paragraphs 4 and 5 of this Agreement. Your ability
        to earn a livelihood without violating paragraphs 4 and 5 of this Agreement
        is a
        material condition of your employment with the Bank. You and the Bank
        acknowledge that your rights have been limited by this Agreement only to
        the
        extent reasonably necessary to protect the legitimate interests of the
        Bank.

       


      
        
          
          

        

        
          -
            2
            -

          
            

          

        

        
          
          

        

      


      (c)    Construction
        and Severability.
        If any
        section, paragraph, term or provision of this Agreement, or the application
        thereof, is determined by a competent court or tribunal to be invalid or
        unenforceable, then the other parts of such section, paragraph, term or
        provision shall not be affected thereby and shall be given full force and
        effect
        without regard to the invalid or unenforceable portions, and the section,
        paragraph, term or provision of this Agreement will be deemed modified to
        the
        extent necessary to render it valid and enforceable. 

       

      
        	 	
                8.

              	
                Enforcement.
                  You agree that if you violate the covenants and agreements set
                  forth above
                  (including paragraphs 3, 4, 5 or 6), the Bank would suffer irreparable
                  harm, and that such harm to the Bank may be impossible to measure
                  in
                  monetary damages. Accordingly, in addition to any other remedies
                  which the
                  Bank may have at law or in equity, the Bank shall have the right
                  to have
                  all obligations, undertakings, agreements, covenants and other
                  provisions
                  of this Agreement specifically performed by you, and the Bank shall
                  have
                  the right to obtain preliminary and permanent injunctive relief
                  to secure
                  specific performance, and to prevent a breach or contemplated breach,
                  of
                  this Agreement. In such event, the Bank shall be entitled to an
                  accounting
                  and repayment of all profits, compensation, remunerations or benefits
                  which you, directly or indirectly, have realized or may realize
                  as a
                  result of, growing out of or in conjunction with any violation
                  of any
                  partial or justified liquidated damages; such remedies shall be
                  an
                  addition to and not in limitation of any injunctive relief or other
                  rights
                  or remedies to which the Bank is or may be entitled at law or in
                  equity
                  under this Agreement and that, in the event the Bank is required
                  to
                  enforce the terms of this Agreement through court proceedings,
                  the Bank
                  shall be entitled to reimbursement for all legal fees, costs and
                  expenses
                  incident to enforcement.

              


      

       

      
        	 	
                9.

              	
                Notices.

              


      

       

      All
        notices, requests, demands and other communications hereunder must be in
        writing
        and shall be deemed to have been given if delivered by hand or mailed by
        first
        class, registered mail, return receipt requested, postage and registry fees
        prepaid, and addressed as follows:

       

      (a)
        If to
        the Bank, to:

       

      Beneficial
        Savings Bank

      530
        Walnut Street

      Philadelphia,
        PA 19102

      Attention:
        Chairman of the Board

      


      (b)
        If to
        the Executive, to:

      Gerard
        Payton Cuddy

      353
        Thornbrook Avenue

      Rosemont,
        PA 19010

      


      Addresses
        may be changed by notice in writing signed by the addressee.

       

      
        	 	
                10.

              	
                Miscellaneous.

              


      

       

      (a)    Assignment.
        This
        Agreement shall be binding and insure to the benefit of the parties hereto,
        and
        to the Bank’s (i) successors or assigns, (ii) entities with which the Bank may
        merge or consolidate, (iii) entities to which the Bank may sell or transfer
        all
        or substantially all of its assets, (iv) entities which by any corporate
        transaction or reorganization operate and control the Bank’s business, or (v) to
        any other entities which operate as a successor to the Bank by operation
        of law
        or otherwise. Since your duties and covenants under this Agreement are personal,
        this Agreement shall not be assignable by you. 

       

      (b)    Headings.
        The
        headings contained in this Agreement are inserted for convenience of reference
        only, and shall not be deemed to be a part of this Agreement for any purposes,
        and shall not in any way define or affect the meaning, construction or scope
        of
        any of the provisions of this Agreement.

       

      (c)    Choice
        of Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        Commonwealth of Pennsylvania (without regard to its conflicts of laws
        principles). 

       

      (d)    Entire
        Agreement.
        This
        Agreement, along with the Letter Agreement dated October 18, 2006, represents
        the entire understanding and agreement between the parties with respect to
        the
        subject matter of those agreements, and supersedes all prior negotiations,
        agreements, discussions and proposals, both oral and written, between you
        and
        the Bank. This Agreement may not be amended or modified, and no waiver hereunder
        shall be valid or binding, unless set forth in writing, duly executed by
        the
        party against whom enforcement of the amendment, modification or waiver is
        sought.

       


      
        
          
          

        

        
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      (e)    Waiver.
        Neither
        the failure nor delay of either party to exercise any right or remedy under
        this
        Agreement shall operate or be construed as a waiver of any such right or
        remedy
        or constitute an excuse for any subsequent breach of this
        Agreement.

       

      (f)    Acknowledgement.
        You
        acknowledge that you have carefully read and considered the provisions of
        this
        Agreement, have had an opportunity to consult with an independent legal counsel
        of your choosing, and accept this Agreement on the terms set forth
        herein.

       

      (g)    Counterparts.
        This
        Agreement may be executed in counterparts, each of which shall be deemed
        to be
        an original and constitute one and the same instrument. Faxed or electronic
        signatures are authorized.

       

      


      
        	
                BENEFICIAL
                  MUTUAL SAVINGS BANK 

                 

                 

                By:
                  ____________________________

                George
                  W. Nise

                President
                  and CEO

                 

                 

                 

                Dated:
                  __________________________

              	
                 

                 

                 

                ____________________________________

                Gerard
                  Payton Cuddy

                 

                 

                 

                 

                Dated:
                  ____________________________________

              


      

      


       

      


      


      
        
          
          

        

        
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