EXHIBIT 10.2

JOSEPH F. CONNERS
EMPLOYMENT AGREEMENT

THIS AGREEMENT (the Agreement), made this
7th day of January, 2008, (the Effective Date) by and between BENEFICIAL MUTUAL BANCORP, INC., a
federally-chartered corporation (the Company), BENEFICIAL MUTUAL SAVINGS BANK, a Pennsylvania chartered
savings bank (the Bank), and JOSEPH F.
CONNERS (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 continue
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 Executive Vice President and Chief Financial Officer
of the Company and the Bank. Executive shall perform all duties and shall have
all powers which are commonly incident to the office of Executive Vice
President and Chief Financial Officer or which, consistent with the office, are
delegated to him by the Chief Executive Officer of the Bank.(All
subsequent references herein to the Board shall be the Board of the Bank,
unless otherwise indicated).

2.       Location and
Facilities. Executive will be furnished with the working
facilities and staff 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 Bank, or at such other site or sites customary for such offices.

3.       Term.
The term of this Agreement shall commence on the date first written above and
continue for twenty-four (24) months thereafter (or until such earlier date as
determined pursuant to Section 11 of this Agreement). The term of this
Agreement may be extended only if agreed to in writing by all parties to the
Agreement.

4.        Base
Compensation.

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| | a. | Effective
  January 1, 2008, the Bank agrees to pay Executive a base salary at the
  rate of $280,800 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 set forth in
  paragraph a. of this Section 4.

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| | c. | In the
  absence of action by the Board, Executive shall continue to receive salary at
  the annual rate specified in paragraph a. of this Section 4. 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 eligible 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.

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| | a. | Executive
  shall be entitled to vacation and other leave in accordance with the Banks
  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.

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 Bank.

9.       Automobile
Allowance. During the term of this Agreement, Executive shall be
entitled to use of a Bank-owned automobile. Executive shall comply with
reasonable reporting and expense limitations on the use of such automobile as
may be established by the Bank from time to time, and the Bank shall include on
Executives Form W-2 any amount of income attributable to Executives personal
use of such automobile.

10.     Loyalty and
Confidentiality.

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| | 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.

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| | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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| | 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:

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| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.    
| |    |                                                                                                                                                                                                                                                                                                          
| | 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 Bank under the retirement benefit plan or plans in which he
  participates pursuant to Section 6 of this Agreement.
| |    |                                                                                                                                                                                                                                                                                                          
| | c. | Disability.                                                                                                                                                                                                                                                                                              

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| |  | 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.

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| |  | 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 sixty-six and two thirds percent (66 2/3%) 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.

d.      Termination
for Cause.

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| |  | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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;

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| |  |  | (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.                                                                                                                                                                                                                                               

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| |  | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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.

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| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                         
| | f. | Without
  Cause or With Good Reason.                                                                                                                                                                                                                                                                                                                                                                    

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| |  | 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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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| |  | ii. | Subject to
  Section 12 of this Agreement, in the event of termination under this Section
  11f., Executive shall be entitled to receive a severance benefit equal to two
  (2) times the sum of Executives (i) current base salary and (ii) the most
  recent bonus paid to Executive by the Company and/or the Bank. Executives
  severance benefit shall be payable ratably over a two (2) year period through
  the Banks regular payroll. In addition, Executive shall receive continued
  medical, dental and life insurance coverage, upon terms no less favorable
  than the most favorable terms provided to senior executives of the Company
  and the Bank during the twenty-four (24) month period following his
  termination date. 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. The severance payments and benefits provided under
  this subparagraph (ii) are subject to Section 11f.(v) of this Agreement.

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| |  | 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;
| |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                             
| |  |      | (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 (30) miles from
  its current location; or                                                                                                                                                                                      
| |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                             
| |  |      | (6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Liquidation
  or dissolution of the Company or the Bank.                                                                                                                                                                                                                                                    
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| |  | 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.

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| |    | v.                                                                                                                                                                                                                  | The parties
  to this Agreement intend for the payments to satisfy the short-term deferral
  exception under Section 409A of the Code or, in the case of health and
  welfare benefits, not constitute deferred compensation (since such amounts
  are not taxable to Executive). However, notwithstanding anything to the
  contrary in this Agreement, to the extent payments do not meet the short-term
  deferral exception of Section 409A of the Code and, in the event Executive is
  a Specified Employee (as defined herein) no payment shall be made to
  Executive under this Agreement prior to the first day of the seventh month
  following the Event of Termination in excess of the permitted amount under
  Section 409A of the Code. For these purposes the permitted amount shall be
  an amount that does not exceed two times the lesser of: (A) the sum of
  Executives annualized compensation based upon the annual rate of pay for
  services provided to the Company for the calendar year preceding the year in
  which Executive has an Event of Termination, or (B) the maximum amount that
  may be taken into account under a tax-qualified plan pursuant to Section
  401(a)(17) of the Code for the calendar year in which occurs the Event of
  Termination. The payment of the permitted amount shall be made within sixty
  (60) days of the occurrence of the Event of Termination. Any payment in
  excess of the permitted amount shall be made to Executive on the first day of
  the seventh month following the Event of Termination. Specified Employee
  shall be interpreted to comply with Section 409A of the Code and shall mean a
  key employee within the meaning of Section 416(i) of the Code (without regard
  to paragraph 5 thereof), but an individual shall be a Specified Employee
  only if the Company is a publicly-traded institution or the subsidiary of a
  publicly-traded holding company.
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| | 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.:
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| |    | i.                                                                                                                                                                                                                  | Executives
  obligations under Section 10c. of this Agreement will continue in effect; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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| |    | ii.                                                                                                                                                                                                                 | During the
  period ending one year 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 thirty (30) 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.

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| | a. | For purposes
  of this Agreement, a Change in Control means any of the following events:

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| |  | i.                                                                                                                                                                                                                                                                                                                                                          | Merger:
  The Company or the Bank merges into or consolidates with another corporation,
  or merges another corporation into the Company or the Bank, and as a result
  less than a majority of the combined voting power of the resulting
  corporation immediately after the merger or consolidation is held by persons
  who were stockholders of the Company or the Bank immediately before the
  merger or consolidation.                                                                                                                                                                                                                                                                            
| |  |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
| |  | ii.                                                                                                                                                                                                                                                                                                                                                         | Acquisition
  of Significant Share Ownership: There is filed, or
  required to be filed, a report on Schedule 13D or another form or schedule
  (other than Schedule 13G) required under Sections 13(d) or 14(d) of the
  Securities Exchange Act of 1934, if the schedule discloses that the filing
  person or persons acting in concert has or have become the beneficial owner
  of 25% or more of a class of the Companys voting securities, but this clause
  (b) shall not apply to beneficial ownership of Company voting shares held in
  a fiduciary capacity by an entity of which the Company directly or indirectly
  beneficially owns 50% or more of its outstanding voting securities.   
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| |  | iii.                                                                                                                                                                                                                                                                                                                                                        | Change in
  Board Composition: During any period of two
  consecutive years, individuals who constitute the Companys or the Banks
  Board of Directors at the beginning of the two-year period cease for any
  reason to constitute at least a majority of the Companys or the Banks Board
  of Directors; provided, however, that for purposes of this clause (iii), each
  director who is first elected by the board (or first nominated by the board
  for election by the stockholders) by a vote of at least two-thirds (2/3) of
  the directors who were directors at the beginning of the two-year period
  shall be deemed to have also been a director at the beginning of such period;
  or
| |  |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
| |  | iv.                                                                                                                                                                                                                                                                                                                                                         | Sale of
  Assets: The Company or the Bank sells to a third
  party all or substantially all of its assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  |                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 
| |  | Notwithstanding anything in this Agreement to the contrary, in no
  event shall the reorganization of the Bank from the mutual holding company
  form of organization to the full stock holding company form of organization
  (including the elimination of the mutual holding company) constitute a
  Change in Control for purposes of this Agreement.

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| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | 
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| | 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
  termination of Executives employment, make a lump‐sum cash payment to
  him equal to three (3) times the sum of Executives (i) base salary and (ii)
  the most recent bonus paid by the Company and/or Bank. Also, in such event,
  Executive shall, for a thirty-six (36) month period following his termination
  of employment, receive continued medical, dental and life insurance 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 or
  the Bank is 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. The parties to this Agreement
  intend for the payments to satisfy the short-term deferral exception under
  Section 409A of the Code or, in the case of health and welfare benefits, not
  constitute deferred compensation (since such amounts are not taxable to
  Executive). However, notwithstanding anything to the contrary in this
  Agreement, to the extent payments do not meet the short-term deferral
  exception of Section 409A of the Code and, in the event Executive is a
  Specified Employee (as defined herein) no payment shall be made to
  Executive under this Agreement prior to the first day of the seventh month
  following the Event of Termination in excess of the permitted amount under
  Section 409A of the Code. For these purposes the permitted amount shall be
  an amount that does not exceed two times the lesser of: (A) the sum of
  Executives annualized compensation based upon the annual rate of pay for
  services provided to the Company for the calendar year preceding the year in
  which Executive has an Event of Termination, or (B) the maximum amount that
  may be taken into account under a tax-qualified plan pursuant to Section
  401(a)(17) of the Code for the calendar year in which occurs the Event of
  Termination. The payment of the permitted amount shall be made within sixty
  (60) days of the occurrence of the Event of Termination. Any payment in
  excess of the permitted amount shall be made to Executive on the first day of
  the seventh month following the Event of Termination. Specified Employee
  shall be interpreted to comply with Section 409A of the Code and shall mean a
  key employee within the meaning of Section 416(i) of the Code (without regard
  to paragraph 5 thereof), but an individual shall be a Specified Employee
  only if the Company is a publicly-traded institution or the subsidiary of a
  publicly-traded holding company.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | 
| | c. | The
  provisions of Section 12 and Sections 14 through 27, 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 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.

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| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 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.

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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.

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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.     Arbitration.Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration, conducted before a panel
of three arbitrators sitting in Philadelphia, Pennsylvania, in accordance with
the rules of the American Arbitration Association then in effect. Judgment may
be entered on the arbitrators award in any court having jurisdiction;
provided, however, that Executive shall be entitled to seek specific
performance of his right to be paid until the date of termination during the
pendency of any dispute or controversy arising under or in connection with this
Agreement.

27.     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 27
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.

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| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | c. | If Executive
  is removed and/or permanently prohibited from participating in the conduct of
  the Banks affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the
  Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all
  obligations of the Bank under this Agreement shall terminate as of the
  effective date of the order, but vested rights of the contracting parties
  shall not be affected.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | d. | If the Bank
  is in default as defined in Section 3(x)(1) of the Federal Deposit Insurance
  Act, 12 U.S.C. §1813(x)(1) all obligations of the Bank under this Agreement
  shall terminate as of the date of default, but this paragraph shall not
  affect any vested rights of the contracting parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | e. | All
  obligations under this Agreement shall be terminated, except to the extent
  determined that continuation of the contract is necessary for the continued
  operation of the Bank: (i) by the Director of the OTS (or his or her
  designee), at the time the Federal Deposit Insurance Corporation (FDIC)
  enters into an agreement to provide assistance to or on behalf of the Bank
  under the authority contained in Section 13(c) of the Federal Deposit
  Insurance Act, 12 U.S.C. §1823(c); or (ii) by the Director of the OTS (or his
  or her designee) at the time the Director (or his designee) approves a
  supervisory merger to resolve problems related to the operations of the Bank
  or when the Bank is determined by the Director to be in an unsafe or unsound
  condition. Any rights of the parties that have already vested, however, shall
  not be affected by such action.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | f. | Any payments
  made to Executive pursuant to this Agreement, or otherwise, are subject to
  and conditioned upon their compliance with 12 U.S.C. §1828(k) and FDIC
  regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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

|                      |  |                                 |                                     | 
|--------------------- |  | ------------------------------- | ----------------------------------- | 
|ATTEST:               |  | BENEFICIAL MUTUAL BANCORP, INC. |                                    
|                      |  |                                 |                                     | 
|/s/ Thomas M. Topley  |  | By:                             | /s/ Gerard P. Cuddy                 | 
|                      |  |                                 |                                     | 
|Corporate
  Secretary |  |                                 | For the
  Entire Board of Directors | 
|                      |  |                                 |                                     | 
|ATTEST:               |  | BENEFICIAL MUTUAL SAVINGS BANK  |                                    
|                      |  |                                 |                                     | 
|/s/ Thomas M. Topley  |  | By:                             | /s/ Gerard P. Cuddy                 | 
|                      |  |                                 |                                     | 
|Corporate
  Secretary |  |                                 | For the Entire
  Board of Directors | 
|                      |  |                                 |                                     | 
|WITNESS:              |  | EXECUTIVE                       |                                    
|                      |  |                                 |                                     | 
|/s/ Gerard P. Cuddy   |  | By:                             | /s/ Joseph F. Conners               | 
|                      |  |                                 |                                     | 
|                      |  |                                 | Joseph F.
  Conners                 | 

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