Exhibit 10.10


    
      

    

    Exhibit
      10.10

     

    


    BENEFICIAL
      MUTUAL SAVINGS BANK

    BOARD
      OF MANAGERS’ NON-VESTED DEFERRED COMPENSATION PLAN

     

    I.             PURPOSE

     

    The
      purpose of the Deferred Compensation Plan for Board Members of Beneficial Mutual
      Savings Bank and its subsidiaries is to enable the Bank’s Managers to defer
      receipt of a designated percentage of their Board fees, thereby providing the
      Manager with greater flexibility in personal financial planning.

    


    II.            DEFINITIONS

    


    
      	 	
              (A)

            	
              ACCOUNT

            	
              Special
                unfunded, unsecured bookkeeping entry established to identify each
                participant’s deferred Board fees.

            
	 	 	 	 
	 	
              (B)

            	
              BOARD
                FEES

            	
              All
                Board and committee fees.

            
	 	 	 	 
	 	
              (C)

            	
              COMMITTEE

            	
              Members
                of the Board of Managers designated to administer the
                Plan.

            
	 	 	 	 
	 	
              (D)

            	
              CORPORATION

            	
              Beneficial
                Mutual Savings Bank.

            
	 	 	 	 
	 	
              (E)

            	
              DEFERRED
                PERIOD

            	
              Period
                of time between the date Board fees are earned and payable and the
                date
                final payment of any deferred amount is made.

            
	 	 	 	 
	 	
              (F)

            	
              DISABLED

            	
              A
                participant who is totally and permanently disabled through physical
                and
                mental incapacitation to perform their normal Board duties for Beneficial
                Mutual Savings Bank, as certified by a physician selected by the
                Bank.

            
	 	 	 	 
	 	
              (G)

            	
              PARTICIPANT

            	
              Any
                Board Member who elects to defer their Board fees under the
                Plan.

            
	 	 	 	 
	 	
              (H)

            	
              PLAN

            	
              Beneficial
                Mutual Savings Bank Board of Managers’ Non-vested Deferred Compensation
                Plan.

            


    

     

    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

    


    III.           ADMINISTRATION

    


    (A)         The
      Plan
      shall be administered by the full Board of Managers of the Bank.

    


    
      	 	
              (B)

            	
              The
                powers of the Board shall include, but not be limited to, determining
                such
                terms, restrictions, and provisions necessary to correct any defect
                or
                supply any omission or reconcile any inconsistency in the
                Plan.

            


    

    


    IV.           ELIGIBILITY

    


    All
      Members of the Beneficial Mutual Savings Bank’s Board of Managers shall be
      eligible to participate in the Plan.

    


    V.           ELECTION
      TO DEFER

    


    A
      Participant may irrevocably elect, no later than the end of the year, to defer
      all or a portion of Board fees to be earned in the year subsequent to which
      the
      election is made. The Participant will be provided a separate election form
      on
      which the Participant will designate the percentage or amounts of current Board
      fees to be deferred.

    


    VI.           DEFERRAL
      PERIOD

    


    The
      Participant may elect to receive payment of deferred amounts and any
      appreciation or depreciation thereon in a lump sum, or in annual installments
      not to exceed ten years, or any other reasonable, approved schedule. Upon the
      death of a Participant, payment of any amounts hereunder shall be made to the
      Participant’s designated beneficiary or estate (in the absence of a designated
      beneficiary) in the manner elected by the Participant or (in the event
      Participant made no election) in the manner determined by the Board. In the
      event of the Participant’s disability, payments may be accelerated and made to
      the Participant in any manner he elects.

    


    VII.         INVESTMENT
      DURING FERRAL PERIOD

    


    
      	 	
              (A)

            	
              Each
                Participant who elects to defer a portion of Director’s fees shall have a
                special account established on the Bank’s books with such sum elected to
                be deferred credited to their account. Said special account will
                be
                unfunded and subject to the claims of general creditors of the Bank.
                Each
                account will be maintained by the Bank in accordance with the terms
                of
                this Plan until the deferred amounts to which the Participant is
                entitled
                has been paid in full.

            


    

    


    
      	 	
              (B)

            	
              The
                Bank will calculate interest to be applied to this special account.
                The
                rate and method of computation will be consistent with the Beneficial
                Mutual Savings Bank Employees’ Savings
                Plan.

            


    

    


    
      	 	
              (C)

            	
              At
                the election of the Participant, the Board may permit deferred amounts
                to
                be invested in other investment vehicles. The Participant may indicate
                the
                form and the amount of such measurements, but the Board would determine
                the appropriateness of such measurements. The Participant will bear
                the
                full risk associated with such measurements in terms of either
                appreciation or depreciation of the deferred
                amounts.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    VIII.        ACCELERATION
      OF PAYMENT OF VESTED AMOUNTS DUE TO HARDSHIP

    


    
      	 	
              (A)

            	
              In
                the event a Participant, after
                vesting under Section IV and termination of their Board duties,
                experiences financial hardship, the Participant may request, and
                the Board
                in its sole discretion may grant, an acceleration of the Participant’s
                elected number of installments to the extent necessary to relieve
                such
                financial hardship.

            


    

    


    
      	 	
              (B)

            	
              This
                distribution will be on the account of “financial hardship” if the
                distribution is necessary in light of immediate and heavy financial
                needs
                of the Participant. “Financial hardship” represents severe medical
                circumstances and financial catastrophe, including impending
                bankruptcy.

            


    

    


    
      	 	
              (C)

            	
              Distribution
                of deferred amounts at any time during the year shall be credited
                with a
                pro-rated interest payment.

            


    

     

    IX.           FORFEITURE
      AND VESTING

    


    Vesting
      of the Participant’s deferred amounts shall not occur until the occurrence of
      one of the following events:

    


    
      	 	
              1.

            	
              The
                first day of the calendar year following the attainment of age seventy
                (70) by the Participant;

            


    

    


    
      	 	
              2.

            	
              Separation
                from Board service due to illness or any condition rendering the
                Participant unable to perform his duties as Board Member. Such condition
                will be determined by the Board in an objective manner, based on
                all
                available evidence;

            


    

    


    3.            
      The
      death
      of the Participant;

    


    
      	 	
              4.

            	
              Loss
                of the Participant’s position on the Board of Managers due to a change in
                ownership of the Bank, a change in composition of the Board, or any
                other
                event beyond the Participant’s
                control.

            


    

    


    Resignation
      from Board Membership before the occurrence of one of the above stated events
      shall result in forfeiture of all deferred amounts and investment gains credited
      to deferred amounts. An exception shall be a resignation from Board Membership
      followed by the Participant’s appointment by the Board of a Manager Emeritus,
      and the performance by the Participant of all duties as a Manager
      Emeritus.

     

    
      
        
        

      

      
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    X.            NONTRANSFERABILITY

    


    None
      of
      the deferred amounts in a Participant’s account shall be subject in any manner
      to alienation, sale transfer, assignment, pledge or encumberance other than
      by
      will, or if the Participant dies intestate, by the laws of descent and
      distribution.

    


    XI.           AMENDMENT,
      SUSPENSION AND TERMINATION OF PLAN

    


    The
      Board
      may suspend or terminate the Plan at any time, and may amend the Plan from
      time
      to time in such respects as the Board may deem advisable to conform to any
      change in applicable laws or regulations or in any other respect the Board
      may
      deem to be in the best interests of the Bank.

    


    XII.         NO
      RIGHT TO EMPLOYMENT

    


    Neither
      the action of the Bank in establishing the Plan, nor any action taken by it
      or
      by the Board under the Plan, nor any provision of the Plan, shall be construed
      as giving to any person the right to be retained on the Board of Managers of
      the
      Bank.

     

    
      
        
        

      

      
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