Exhibit 10.5


    
      

    

     

    Exhibit
      10.5

     

    

      FORM
        OF

      EMPLOYMENT
        AGREEMENT

      


      THIS
        AGREEMENT
        (the
“Agreement”), made this _____ day of _________, 2007, by and between
        BENEFICIAL MUTUAL BANCORP, INC.,
        a
        Pennsylvania-chartered corporation (the
        “Company”),
        BENEFICIAL MUTUAL SAVINGS BANK, a
        federally chartered savings bank (the
        “Bank”), and
        _____________
        (the
“Executive”).

      


      WHEREAS,
        Executive
        serves in a position of substantial responsibility; and

      


      WHEREAS,
        the
        Company and the Bank wish to assure the services of Executive for the period
        provided in this Agreement; and

      


      WHEREAS,
        Executive
        is willing to serve in the employ of the Bank on a full-time basis for said
        period.

      


      NOW,
        THEREFORE, in
        consideration of the mutual covenants herein contained, and upon the other
        terms
        and conditions hereinafter provided, the parties hereby agree as
        follows:

      


      1.    Employment.
        Executive
        is employed as [______________________________]
        the
        Company and the Bank. Executive shall perform all duties and shall have all
        powers which are commonly incident to the offices of [___________________________]
        or
        which, consistent with those offices, are delegated to him by the Board of
        Directors. [During
        the term of this Agreement, Executive also agrees to serve, if elected, as
        an
        officer and/or director of any subsidiary of the Company and the Bank and
        in
        such capacity will carry out such duties and responsibilities reasonably
        appropriate to that office.] [IF APPLICABLE]

      


      2.    Location
        and Facilities.
        Executive will be furnished with the working facilities and staff customary
        for
        executive officers with the title and duties set forth in Section 1 and as
        are
        necessary for him to perform his duties. The location of such facilities
        and
        staff shall be at the principal administrative offices of the Company and
        the
        Bank, or at such other site or sites customary for such offices.

      


      3.    Term.

      


      
        	 	
                a.

              	
                The
                  term of this Agreement shall be (i) the initial term, consisting
                  of the
                  period commencing on the date of this Agreement (the “Effective Date”) and
                  ending on the third anniversary of the Effective Date, plus (ii)
                  any and
                  all extensions of the initial term made pursuant to this Section
                  3.

              


      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      


      
        	 	
                b.

              	
                Commencing
                  on the first year anniversary date of this Agreement, and continuing
                  on
                  each anniversary thereafter, the disinterested members of the boards
                  of
                  directors of the Bank and the Company may extend the Agreement
                  an
                  additional year such that the remaining term of the Agreement shall
                  be
                  thirty-six (36) months, unless Executive elects not to extend the
                  term of
                  this Agreement by giving written notice in accordance with Section
                  19 of
                  this Agreement. The Board of Directors of the Bank (the “Board”) will
                  review the Agreement and Executive’s performance annually prior to each
                  anniversary date for purposes of determining whether to extend
                  the
                  Agreement and the rationale and results thereof shall be included
                  in the
                  minutes of the Board’s meeting. The Board shall give notice to Executive
                  as soon as possible after such review as to whether the Agreement
                  is to be
                  extended.

              


      

      


      4.    Base
        Compensation.

      


      
        	 	
                a.

              	
                The
                  Company and the Bank agree to pay Executive a base salary at the
                  rate of
                  [$_______]
                  per year, payable in accordance with customary payroll
                  practices.

              


      

      


      
        	 	
                b.

              	
                The
                  Board shall review annually the rate of Executive’s base salary based upon
                  factors they deem relevant, and may maintain or increase his salary,
                  provided that no such action shall reduce the rate of salary below
                  the
                  rate in effect on the Effective
                  Date.

              


      

      


      
        	 	
                c.

              	
                In
                  the absence of action by the Board, Executive shall continue to
                  receive
                  salary at the annual rate specified on the Effective Date or, if
                  another
                  rate has been established under the provisions of this Section
                  4, the rate
                  last properly established by action of the Board under the provisions
                  of
                  this Section 4.

              


      

      


      5.    Bonuses.
        Executive shall be entitled to participate in discretionary bonuses or other
        incentive compensation programs that the Company and the Bank may award from
        time to time to senior management employees pursuant to bonus plans or
        otherwise.

      


      6.    Benefit
        Plans.
        Executive shall also be entitled to participate in such medical, dental,
        pension, profit sharing, retirement and stock-based compensation plans and
        other
        programs and arrangements as may be approved from time to time by the Company
        and the Bank for the benefit of their employees.

      


      7.    Vacation
        and Leave.

      


      
        	 	
                a.

              	
                Executive
                  shall be entitled to vacations and other leave in accordance with
                  policy
                  for senior executives, or otherwise as approved by the
                  Board.

              


      

      


      
        	 	
                b.

              	
                In
                  addition to paid vacations and other leave, Executive shall be
                  entitled,
                  without loss of pay, to absent himself voluntarily from the performance
                  of
                  his employment for such additional periods of time and for such
                  valid and
                  legitimate reasons as the Board may, in its discretion, determine.
                  Further, the Board may grant to Executive a leave or leaves of
                  absence,
                  with or without pay, at such time or times and upon such terms
                  and
                  conditions as the Board in its discretion may
                  determine.

              


      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      


      8.    Expense
        Payments and Reimbursements.
        Executive
        shall be reimbursed for all
        reasonable out-of-pocket business expenses that he shall incur in connection
        with his services under this Agreement upon substantiation of such expenses
        in
        accordance with applicable policies of the Company and the Bank.

       

      9.            
        Automobile
        Allowance/Club Memberships.
        [IF
        APPLICABLE]

      


      
        	
              	10.	
                Loyalty
                  and Confidentiality.

              


      

      


      
        	 	
                a.

              	
                During
                  the term of this Agreement Executive: (i) shall devote all his
                  time,
                  attention, skill, and efforts to the faithful performance of his
                  duties
                  hereunder; provided, however, that from time to time, Executive
                  may serve
                  on the boards of directors of, and hold any other offices or positions
                  in,
                  companies or organizations which will not present any conflict
                  of interest
                  with the Company and the Bank or any of their subsidiaries or affiliates,
                  unfavorably affect the performance of Executive’s duties pursuant to this
                  Agreement, or violate any applicable statute or regulation and
                  (ii) shall
                  not engage in any business or activity contrary to the business
                  affairs or
                  interests of the Company and the
                  Bank.

              


      

      


      
        	 	
                b.

              	
                Nothing
                  contained in this Agreement shall prevent or limit Executive’s right to
                  invest in the capital stock or other securities of any business
                  dissimilar
                  from that of the Company and the Bank, or, solely as a passive,
                  minority
                  investor, in any business.

              


      

      


      
        	 	
                c.
                  

              	
                Executive
                  agrees to maintain the confidentiality of any and all information
                  concerning the operation or financial status of the Company and
                  the Bank;
                  the names or addresses of any of its borrowers, depositors and
                  other
                  customers; any information concerning or obtained from such customers;
                  and
                  any other information concerning the Company and the Bank to which
                  he may
                  be exposed during the course of his employment. Executive further
                  agrees
                  that, unless required by law or specifically permitted by the Board
                  in
                  writing, he will not disclose to any person or entity, either during
                  or
                  subsequent to his employment, any of the above-mentioned information
                  which
                  is not generally known to the public, nor shall he employ such
                  information
                  in any way other than for the benefit of the Company and the
                  Bank.

              


      

      


      
        	
              	11.	
                Termination
                  and Termination Pay.
                  Subject
                  to Section 12 of this Agreement, Executive’s employment under this
                  Agreement may be terminated in the following
                  circumstances:

              


      

      


      
        	 	
                a.

              	
                Death.
                  Executive’s employment under this Agreement shall terminate upon his death
                  during the term of this Agreement, in which event Executive’s estate shall
                  be entitled to receive the compensation due to Executive through
                  the last
                  day of the calendar month in which his death
                  occurred.

              


      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      


      
        	 	
                b.

              	
                Retirement.
                  This Agreement will terminate on Executive’s Retirement Date. For purposes
                  of this Agreement, Retirement Date is defined as the date the Executive
                  retires from the Company or the Bank under the retirement benefit
                  plan or
                  plans in which he participates pursuant to Section 6 of this
                  Agreement.

              


      

      


      
        	
              	c.	
                Disability.
                  

              


      

      


      
        	 	
                i.

              	
                The
                  Board or Executive may terminate Executive’s employment after having
                  determined Executive has a Disability. For purposes of this Agreement,
                  “Disability” means a physical or mental infirmity that impairs Executive’s
                  ability to substantially perform his duties under this Agreement
                  and that
                  results in Executive becoming eligible for long-term disability
                  benefits
                  under any long-term disability plans of the Company and the Bank
                  (or, if
                  there are no such plans in effect, that impairs Executive’s ability to
                  substantially perform his duties under this Agreement for a period
                  of one
                  hundred eighty (180) consecutive days). The Board shall determine
                  whether
                  or not Executive is and continues to be permanently disabled for
                  purposes
                  of this Agreement in good faith, based upon competent medical advice
                  and
                  other factors that they reasonably believe to be relevant. As a
                  condition
                  to any benefits, the Board may require Executive to submit to such
                  physical or mental evaluations and tests as it deems reasonably
                  appropriate.

              


      

      


      
        	 	
                ii.

              	
                In
                  the event of such Disability, Executive’s obligation to perform services
                  under this Agreement will terminate. The Bank will pay Executive,
                  as
                  Disability pay, an amount equal to two-thirds of Executive’s bi-weekly
                  rate of base salary in effect as of the date of his termination
                  of
                  employment due to Disability. Disability payments will be made
                  on a
                  monthly basis and will commence on the first day of the month following
                  the effective date of Executive’s termination of employment for Disability
                  and end on the earlier of: (A) the date Executive returns to full-time
                  employment at the Bank in the same capacity as he was employed
                  prior to
                  his termination for Disability; (B) Executive’s death; (C) Executive’s
                  attainment of age 65; or (D) the date the Agreement would have
                  expired had Executive’s employment not terminated by reason of Disability.
                  Such payments shall be reduced by the amount of any short- or long-term
                  disability benefits payable to Executive under any other disability
                  programs sponsored by the Company and the Bank. In addition, during
                  any
                  period of Executive’s Disability, Executive and his dependents shall, to
                  the greatest extent possible, continue to be covered under all
                  benefit
                  plans (including, without limitation, retirement plans and medical,
                  dental
                  and life insurance plans) of the Company and the Bank, in which
                  Executive
                  participated prior to his Disability on the same terms as if Executive
                  were actively employed by the Company and the
                  Bank.

              


      


      
        
          
          

        

        
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      d. Termination
        for Cause.

      


      
        	 	
                i.

              	
                The
                  Board may, by written notice to Executive in the form and manner
                  specified
                  in this paragraph, immediately terminate his employment at any
                  time, for
                  “Cause.” Executive shall have no right to receive compensation or other
                  benefits for any period after termination for Cause except for
                  vested
                  benefits. Termination for Cause shall mean termination because
                  of, in the
                  good faith determination of the Board, Executive’s:
                  

              


      

      


      
        	 	
                (1)

              	
                Personal
                  dishonesty;

              


      

      


      
        	 	
                (2)

              	
                Incompetence;

              


      

      


      
        	 	
                (3)

              	
                Willful
                  misconduct;

              


      

      


      
        	 	
                (4)

              	
                Breach
                  of fiduciary duty involving personal
                  profit;

              


      

      


      
        	 	
                (5)

              	
                Intentional
                  failure to perform stated duties under this
                  Agreement;

              


      

      


      
        	 	
                (6)

              	
                Willful
                  violation of any law, rule or regulation (other than traffic violations
                  or
                  similar offenses) that reflects adversely on the reputation of
                  the Company
                  and the Bank, any felony conviction, any violation of law involving
                  moral
                  turpitude, or any violation of a final cease-and-desist order;
                  or

              


      

      


      
        	 	
                (7)

              	
                Material
                  breach by Executive of any provision of this
                  Agreement.

              


      

      


      
        	 	
                ii.

              	
                Notwithstanding
                  the foregoing, Executive shall not be deemed to have been terminated
                  for
                  Cause by the Company and the Bank unless there shall have been
                  delivered
                  to Executive a copy of a resolution duly adopted by the affirmative
                  vote
                  of a majority of the entire membership of the Board at a meeting
                  of such
                  Board called and held for the purpose (after reasonable notice
                  to
                  Executive and an opportunity for Executive to be heard before the
                  Board
                  with counsel), of finding that, in the good faith opinion of the
                  Board,
                  Executive was guilty of the conduct described above and specifying
                  the
                  particulars thereof.

              


      

      


      
        	 	
                e.

              	
                Voluntary
                  Termination by Executive.
                  In addition to his other rights to terminate under this Agreement,
                  Executive may voluntarily terminate employment during the term
                  of this
                  Agreement upon at least sixty (60) days prior written notice to
                  the Board,
                  in which case Executive shall receive only his compensation, vested
                  rights
                  and employee benefits up to the date of his
                  termination.

              


      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      


      
        	
              	f.	
                Without
                  Cause or With Good Reason.

              


      

      


      
        	 	
                i.

              	
                In
                  addition to termination pursuant to Sections 11a. through 11e.,
                  the Board
                  may, by written notice to Executive, immediately terminate his
                  employment
                  at any time for a reason other than Cause (a termination “Without Cause”)
                  and Executive may, by written notice to the Board, immediately
                  terminate
                  this Agreement at any time within ninety (90) days following an
                  event
                  constituting “Good Reason,” as defined below (a termination “With Good
                  Reason”).

              


      

      


      
        	 	
                ii.

              	
                Subject
                  to Section 12 of this Agreement, in the event of termination under
                  this
                  Section 11f., Executive shall be entitled to receive his base salary
                  for
                  the remaining term of the Agreement paid in one lump sum within
                  ten (10)
                  calendar days of such termination. Also, in such event, Executive
                  shall,
                  for the remaining term of the Agreement, receive the benefits he
                  would
                  have received during the remaining term of the Agreement under
                  any
                  retirement programs (whether tax-qualified or non-qualified) in
                  which
                  Executive participated prior to his termination (with the amount
                  of the
                  benefits determined by reference to the benefits received by Executive
                  or
                  accrued on his behalf under such programs during the twelve (12)
                  months
                  preceding his termination) and continue to participate in any benefit
                  plans of the Company and the Bank that provide health (including
                  medical
                  and dental) or life insurance, or similar coverage, upon terms
                  no less
                  favorable than the most favorable terms provided to senior executives
                  of
                  the Company and the Bank during such period. In the event that
                  the Company
                  and the Bank are unable to provide such coverage by reason of Executive
                  no
                  longer being an employee, the Company and the Bank shall provide
                  Executive
                  with comparable coverage on an individual policy
                  basis.

              


      

      


      
        	 	
                iii.

              	
                “Good
                  Reason” shall exist if, without Executive’s express written consent, the
                  Company and the Bank materially breach any of their respective
                  obligations
                  under this Agreement. Without limitation, such a material breach
                  shall be
                  deemed to occur upon any of the
                  following:

              


      

      


      
        	 	
                (1)

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

              


      

      


      
        	 	
                (2)

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

              


      

      


      
        	 	
                (3)

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

              


      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      


      
        	 	
                (4)

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

              


      

      


      
        	 	
                (5)

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

              


      

      


      
        	
              	(6)	
                Liquidation
                  or dissolution of the Company or the
                  Bank.

              


      

      


      
        	 	
                iv.

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

              


      

      


      
        	 	
                g.

              	
                Continuing
                  Covenant Not to Compete or Interfere with Relationships.
                  Regardless of anything herein to the contrary, following a termination
                  by
                  the Company and the Bank or Executive pursuant to Section
                  11f.:

              


      

      


      
        	 	
                i.

              	
                Executive’s
                  obligations under Section 10c. of this Agreement will continue
                  in effect;
                  and

              


      

      


      
        	 	
                ii.

              	
                During
                  the period ending eighteen (18) months after such termination of
                  employment, Executive shall not serve as an officer, director or
                  employee
                  of any bank holding company, bank, savings Bank, savings and loan
                  holding
                  company, or mortgage company (any of which, a “Financial Institution”)
                  which Financial Institution offers products or services competing
                  with
                  those offered by the Bank from any office within fifty (50) miles
                  from the
                  main office or any branch of the Bank and shall not interfere with
                  the
                  relationship of the Company and the Bank and any of its employees,
                  agents,
                  or representatives. 

              


      


      
        
          
          

        

        
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              	12.	
                Termination
                  in Connection with a Change in Control.

              


      

      


      
        	 	
                a.

              	
                For
                  purposes of this Agreement, a “Change in Control” means any of the
                  following events:

              


      

      


      
        	 	
                i.

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

              


      

      


      
        	 	 	 	
                ii.

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

              


      

      


      
        	 	 	 	
                iii.

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

              


      

      


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

              


      

      


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

      


      
        	 	
                b.

              	
                Termination.
                  If within the period ending twelve (12) months after a Change in
                  Control,
                  (i) the Company and the Bank shall terminate Executive’s employment
                  Without Cause, or (ii) Executive voluntarily terminates his employment
                  With Good Reason, the Company and the Bank shall, within ten (10)
                  calendar
                  days of the

              


      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      termination
        of Executive’s employment, make a lump-sum cash payment to him equal to 2.99
        times Executive’s average Annual Compensation over the five (5) most recently
        completed calendar years ending with the year immediately preceding the
        effective date of the Change in Control. In determining Executive’s average
        Annual Compensation, Annual Compensation shall include base salary and any
        other
        taxable income, including, but not limited to, amounts related to the granting,
        vesting or exercise of restricted stock or stock option awards, commissions,
        bonuses (whether paid or accrued for the applicable period), as well as,
        retirement benefits, director or committee fees and fringe benefits paid
        or to
        be paid to Executive or paid for Executive’s benefit during any such year,
        profit sharing, employee stock ownership plan and other retirement contributions
        or benefits, including to any tax-qualified plan or arrangement (whether
        or not
        taxable) made or accrued on behalf of Executive for such year. The
        cash
        payment made under this Section 12b. shall be made in lieu of any payment
        also
        required under Section 11f. of this Agreement because of a termination in
        such
        period. Executive’s rights under Section 11f. are not otherwise affected by this
        Section 12. Also, in such event, Executive shall, for a thirty-six (36) month
        period following his termination of employment, receive the benefits he would
        have received over such thirty-six (36) month period under any retirement
        programs (whether tax-qualified or nonqualified) in which Executive participated
        prior to his termination (with the amount of the benefits determined by
        reference to the benefits received by Executive or accrued on his behalf
        under
        such programs during the twelve (12) months preceding the Change in Control)
        and
        continue to participate in any benefit plans of the Company and the Bank
        that
        provide health (including medical and dental) life insurance, or similar
        coverage upon terms no less favorable than the most favorable terms provided
        to
        senior executives of the Bank during such period. In the event that the Company
        and the Bank are unable to provide such coverage by reason of Executive no
        longer being an employee, the Company and the Bank shall provide Executive
        with
        comparable coverage under an individual policy.

      


      
        	 	
                c.

              	
                The
                  provisions of Section 12 and Sections 14 through 26, including
                  the defined
                  terms used in such sections, shall continue in effect until the
                  later of
                  the expiration of this Agreement or one (1) year following a Change
                  in
                  Control.

              


      

      


      
        	 	
                13.

              	
                Indemnification
                  and Liability Insurance.

              


      

      


      
        	 	
                a.

              	
                Indemnification.
                  The Company and the Bank agree to indemnify Executive (and his
                  heirs,
                  executors, and administrators), and to advance expenses related
                  thereto,
                  to the fullest extent permitted under applicable law and regulations
                  against any and all expenses and liabilities reasonably incurred
                  by him in
                  connection with or arising out of any action, suit, or proceeding
                  in which
                  he may be involved by reason of his having been a director or Executive
                  of
                  the Company, the Bank or any of their subsidiaries (whether or
                  not he
                  continues to be a director or Executive at the time of incurring
                  any such
                  expenses or liabilities) such expenses and liabilities to include,
                  but not
                  be limited to, judgments, court costs, and attorneys’ fees and the costs
                  of reasonable settlements, such settlements to be approved by the
                  Board,
                  if such action

              


      


      
        
          
          

        

        
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      is
        brought against Executive in his capacity as an Executive or director of
        the
        Company and the Bank or any of their subsidiaries. Indemnification for expenses
        shall not extend to matters for which Executive has been terminated for Cause.
        Nothing contained herein shall be deemed to provide indemnification prohibited
        by applicable law or regulation. Notwithstanding anything herein to the
        contrary, the obligations of this Section 13 shall survive the term of this
        Agreement by a period of six (6) years.

      


      
        	 	
                b.

              	
                Insurance.
                  During the period in which indemnification of Executive is required
                  under
                  this Section, the Company and the Bank shall provide Executive
                  (and his
                  heirs, executors, and administrators) with coverage under a directors’ and
                  officers’ liability policy at the expense of the Company and the Bank, at
                  least equivalent to such coverage provided to directors and senior
                  executives of the Company and the
                  Bank.

              


      

      


      14.         
        Reimbursement
        of Executive’s Expenses to Enforce this Agreement.
        The
        Company and the Bank shall reimburse Executive for all out-of-pocket expenses,
        including, without limitation, reasonable attorneys’ fees, incurred by Executive
        in connection with successful enforcement by Executive of the obligations
        of the
        Company and the Bank to Executive under this Agreement. Successful enforcement
        shall mean the grant of an award of money or the requirement that the Company
        and the Bank take some action specified by this Agreement: (i) as a result
        of
        court order; or (ii) otherwise by the Company and the Bank following an initial
        failure of the Company and the Bank to pay such money or take such action
        promptly after written demand therefor from Executive stating the reason
        that
        such money or action was due under this Agreement at or prior to the time
        of
        such demand.

      


      15.         
        Limitation
        of Benefits under Certain Circumstances.
        If
        the
        payments and benefits pursuant to Section 12 of this Agreement, either alone
        or
        together with other payments and benefits which Executive has the right to
        receive from the Company and the Bank, would constitute a “parachute payment”
under Section 280G of the Code, the payments and benefits pursuant to Section
        12
        shall be reduced or revised, in the manner determined by Executive, by the
        amount, if any, which is the minimum necessary to result in no portion of
        the
        payments and benefits under Section 12 being non-deductible to the Company
        and
        the Bank pursuant to Section 280G of the Code and subject to the excise tax
        imposed under Section 4999 of the Code. The determination of any reduction
        in
        the payments and benefits to be made pursuant to Section 12 shall be based
        upon
        the opinion of the Company and the Bank’s independent public accountants and
        paid for by the Company and the Bank. In the event that the Company, the
        Bank
        and/or Executive do not agree with the opinion of such counsel, (i) the Company
        and the Bank shall pay to Executive the maximum amount of payments and benefits
        pursuant to Section 12, as selected by Executive, which such opinion indicates
        there is a high probability do not result in any of such payments and benefits
        being non-deductible to the Company and the Bank and subject to the imposition
        of the excise tax imposed under Section 4999 of the Code and (ii) the Company
        and the Bank may request, and Executive shall have the right to demand that
        they
        request, a ruling from the IRS as to whether the disputed payments and benefits
        pursuant to Section 12 have such consequences. Any such request for a ruling
        from the IRS shall be promptly prepared and filed by the Company and the
        Bank,
        but in no event later than thirty (30) days from the date of the opinion
        of
        counsel referred to above, and shall be subject to Executive’s


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      approval
        prior to filing, which shall not be unreasonably withheld. The Company, the
        Bank
        and Executive agree to be bound by any ruling received from the IRS and to
        make
        appropriate payments to each other to reflect any such rulings, together
        with
        interest at the applicable federal rate provided for in Section 7872(f)(2)
        of
        the Code. Nothing contained herein shall result in a reduction of any payments
        or benefits to which Executive may be entitled upon termination of employment
        other than pursuant to Section 12 hereof, or a reduction in the payments
        and
        benefits specified in Section 12 below zero.

      


      16.         
        Injunctive
        Relief.
        If
        there
        is a breach or threatened breach of Section 11g. of this Agreement or the
        prohibitions upon disclosure contained in Section 10c. of this Agreement,
        the
        parties agree that there is no adequate remedy at law for such breach, and
        that
        the Company and the Bank shall be entitled to injunctive relief restraining
        Executive from such breach or threatened breach, but such relief shall not
        be
        the exclusive remedy hereunder for such breach. The parties hereto likewise
        agree that Executive, without limitation, shall be entitled to injunctive
        relief
        to enforce the obligations of the Company and the Bank under this
        Agreement.

      


      17.         
        Successors
        and Assigns.

      


      
        	 	
                a.

              	
                This
                  Agreement shall inure to the benefit of and be binding upon any
                  corporate
                  or other successor to the Company and the Bank which shall acquire,
                  directly or indirectly, by merger, consolidation, purchase or otherwise,
                  all or substantially all of the assets or stock of the Company
                  and the
                  Bank.

              


      

      


      
        	 	
                b.

              	
                Since
                  the Company and the Bank are contracting for the unique and personal
                  skills of Executive, Executive shall be precluded from assigning
                  or
                  delegating his rights or duties hereunder without first obtaining
                  the
                  written consent of the Company and the
                  Bank.

              


      

      


      18.         
        No
        Mitigation.
        Executive
        shall not be required to mitigate the amount of any payment provided for
        in this
        Agreement by seeking other employment or otherwise and no such payment shall
        be
        offset or reduced by the amount of any compensation or benefits provided
        to
        Executive in any subsequent employment.

      


      19.         
        Notices.
        All
        notices, requests, demands and other communications in connection with this
        Agreement shall be made in writing and shall be deemed to have been given
        when
        delivered by hand or 48 hours after mailing at any general or branch United
        States Post Office, by registered or certified mail, postage prepaid, addressed
        to the Company and/or the Bank at their principal business offices and to
        Executive at his home address as maintained in the records of the Company
        and
        the Bank.

      


      20.         
        No
        Plan Created by this Agreement.
        Executive,
        the Company and the Bank expressly declare and agree that this Agreement
        was
        negotiated among them and that no provision or provisions of this Agreement
        are
        intended to, or shall be deemed to, create any plan for purposes of the Employee
        Retirement Income Security Act or any other law or regulation, and each party
        expressly waives any right to assert the contrary. Any assertion in any judicial
        or administrative filing, hearing, or process that such a plan was so created
        by
        this Agreement shall be deemed a material breach of this Agreement by the
        party
        making such an assertion.


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      


      21.         
        Amendments.
        No
        amendments or additions to this Agreement shall be binding unless made in
        writing and signed by all of the parties, except as herein otherwise
        specifically provided.

      


      22.         
        Applicable
        Law.
        Except
        to the extent preempted by federal law, the laws of the Commonwealth of
        Pennsylvania shall govern this Agreement in all respects, whether as to its
        validity, construction, capacity, performance or otherwise.

      


      23.         
        Severability.
        The
        provisions of this Agreement shall be deemed severable and the invalidity
        or
        unenforceability of any provision shall not affect the validity or
        enforceability of the other provisions hereof.

      


      24.         
        Headings.
        Headings
        contained herein are for convenience of reference only.

      


      25.         
        Entire
        Agreement.
        This
        Agreement, together with any understanding or modifications thereof as agreed
        to
        in writing by the parties, shall constitute the entire agreement among the
        parties hereto with respect to the subject matter hereof, other than written
        agreements with respect to specific plans, programs or arrangements described
        in
        Sections 5 and 6. 

      


      26.         
        Required
        Provisions. 
        In the
        event any of the foregoing provisions of this Section 26 are in conflict
        with
        the terms of this Agreement, this Section 26 shall prevail.

      


      
        	 	
                a.

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

              


      

      


      
        	 	
                b.

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

              


      

      


      
        	 	
                c.

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

              


      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      


      
        	 	
                d.

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

              


      

      


      
        	 	
                e.

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

              


      

      


      
        	 	
                f.

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

              


      

      


      



      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      


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

      


      
        	
                ATTEST:

              	
                BENEFICIAL
                  MUTUAL BANCORP, INC.

              
	 	 
	 	 
	__________________________	
                By:
                  ________________________________

              
	
                Corporate
                  Secretary

              	
                For
                  the Entire Board of Directors

              
	 	 
	 	 
	__________________________	 
	
                ATTEST:

              	
                BENEFICIAL
                  MUTUAL SAVINGS BANK

              
	 	 
	 	 
	__________________________	
                By:
                  ________________________________

              
	
                Corporate
                  Secretary

              	
                For
                  the Entire Board of Directors

              
	 	 
	 	 
	
              	 
	
                WITNESS:

              	
                EXECUTIVE

              
	 	 
	 	 
	__________________________	
                By:
                  ________________________________

              


      

      


      


      
        
          
          

        

        
          14