EXHIBIT 10.4

ROBERT J. BUSH
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 ROBERT J. BUSH(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 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 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 or an affiliate of the Bank agrees to pay
  Executive a base salary at the rate of $312,000 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.                                                                                                                                                                                                                                                                                                                                                       
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| | 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 a monthly automobile allowance of $1,160, or such other amount as
determined by the Board on an annually basis. Executive shall comply with
reasonable reporting and expense limitations established by the Bank from time
to time regarding Executives automobile benefit. The Bank shall include
on Executives Form W-2 any amount of income attributable to Executives
personal use of his 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.

2

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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.
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| | 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.

3

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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;

4

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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
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| |    |                                                                                                                                                                                                                                                                                                                                                                                                          | (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.
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| | 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.

5

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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.                                                                                                                                                                                                                                                    
| |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                             
| |  | 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.

6

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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.

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:
| |    |                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    | 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.

7

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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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 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.

8

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

9

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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.

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.

10

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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.

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 of this Agreement and the Non-competition, Non-solicitation
and Confidentiality Agreement dated January 14, 2005 by and between the
Executive and Beneficial Insurance Services, LLC.

11

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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.       Non-Compete.  During
the term of this Agreement and for a period of two (2) years after the
termination of the Executives employment with the Company, the Bank or an
affiliate for any reason whatsoever, the Executive shall not, directly or
indirectly, as employee, agent, consultant, equityholder, director, manager,
co-partner or in any other individual or representative capacity, own, operate,
manage, control, engage in, invest in or participate in any manner in, act as a
consultant, advisor or lender to, render services for (alone or in association
with any Person), or otherwise assist any Person that engages in or owns,
invests in, operates, manages or controls any venture or enterprise that
directly or indirectly engages or proposes to engage anywhere in Pennsylvania,
New Jersey or Delaware or any other state in which the Company, the Bank or an
affiliate has an office within 30 miles of a bank holding company, bank,
savings bank, savings and loan holding company or mortgage company (the Territory),
in the business or any business similar to, or competitive with, the business
of the Company, the Bank or an affiliate of the Company or the Bank at the time
of the termination of the Executives employment, unless the Board expressly
and in its sole discretion waives in writing the Executives compliance with
this Section 27; provided, however, that nothing
contained herein shall be construed to prevent the Executive from investing in
the stock of any competing corporation listed on a national securities
exchange or traded in the over-the-counter market so long as the Executive is
not involved in the business of said corporation and the Executive does not own
more than one percent (1%) of the stock of such corporation (a Permitted
Investment).

28.       Confidential
Information.  During the
term of this Agreement and thereafter, the Executive shall keep secret and
retain in strictest confidence, and shall not, without the prior written
consent of the Board, furnish, make available or disclose to any third party or use for
the benefit of himself or herself or any third party, any Confidential
Information.  Confidential
Information shall mean any trade secret or information relating to the
business or affairs of the Company, the Bank, or any affiliate of the Company
or the Bank (collectively referred to as the Employer Group), including,
without limitation, information relating to financial statements, customer
identities, potential customers, employees, suppliers, potential acquisition
targets, servicing methods, equipment, programs, strategies and information,
analyses, profit margins or other proprietary information used by any Employer
Group member; provided, however, that Confidential Information shall not
include any information that is in the public domain or becomes known in the
public domain through no wrongful act on the part of the Executive. The
Executive shall deliver to the Company, the Bank or an affiliate of the Company
or the Bank at the termination of the Executives employment, or at any other
time any Employer Group member may request, all memoranda, notes, plans,
records, reports and other documents or
materials, in any medium, (and copies thereof) relating to the Employer Group
or other forms of Confidential Information which the Executive may then possess
or have under the Executives control, as well as any property of any Employer
Group member in the Executives possession or control.

12

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29.       Interference with Relationships.  During the term of this
Agreement and for a period of five (5) years after termination of
Executives employment with the Company, the Bank or an affiliate of the
Company or the Bank for any reason whatsoever, the Executive shall not,
directly or indirectly, as employee, agent, consultant, stockholder, director,
co-partner or in any other individual or representative capacity without the
prior written consent of the Board: (i) recruit, hire or solicit for employment
or engagement, or assist, encourage or suggest to any other person to recruit,
hire or solicit for employment or engagement, any person who is (or was within
12 months of the date such solicitation commences or occurs, as the case may
be) employed or engaged by any Employer Group member, or otherwise seek to
influence or alter any such persons relationship with such Employer Group
member, or (ii) solicit, contact, or attempt to solicit or contact, or assist,
encourage or suggest to any other person to solicit, contact or attempt to
solicit or contact, or conduct business with (A) any client or customer doing
business with any Employer Group member, as of the date of the termination of
the Executives employment or within the two year period prior to such termination,
with whom or which the Executive had any contact or involvement during the
Executives employment with the Company, the Bank or an affiliate of the
Company or the Bank; or (B) any prospective client or customer of any Employer
Group member whom or which is a prospective client of such Employer Group
member as of the date of the termination of the Executives employment and with
whom or which the Executive had any contact or involvement during the
Executives employment with the Company, the Bank or an affiliate of the
Company or the Bank.

30.       Business
Disparagement.  The
Executive shall not, directly or indirectly, make disparaging remarks about any
Employer Group member or any of their respective directors, officers or
employees.

31.       Intellectual
Property, Inventions and Patents. The Executive acknowledges that all discoveries, concepts, ideas,
inventions, innovations, improvements, developments, methods, designs,
analyses, drawings, reports, patent applications, copyrightable work and mask
work (whether or not including any Confidential Information) and all
registrations or applications related thereto, all other proprietary
information and all similar or related information (whether or not patentable)
which relate to the Employer Group members actual or anticipated business,
research and development or existing or future products or services and which
are conceived, developed or made by the Executive (whether above or jointly
with others) while employed by the Employer Group and for a period of six (6)
months after the termination of the Executives employment with the Employer
Group, whether before or after the date of this Agreement (Work Product),
belong to the Employer Group. The Executive shall promptly disclose such Work
Product to the Company, the Bank or an affiliate and, at the Companys expense,
perform all actions reasonably requested by the Company (whether during or
after the term of the Executives employment with the Employer Group) to
establish and confirm such ownership (including, without limitation,
assignments, consents, powers of attorney and other instruments). Any
copyrightable work falling within the definition of Work Product shall be
deemed a work made for hire under the applicable copyright laws to the
maximum extent permitted under applicable copyright law, and ownership of all
rights therein shall vest in the Employer Group. To the extent that any Work
Product cannot be deemed to be a work made for hire under applicable
copyright law, the Executive hereby assigns and agrees to assign to the
Employer Group all right, title and interest, including without limitation, the
intellectual property rights that the Executive may have in and to such Work
Product.  The Executive has identified
and listed on Exhibit A attached hereto all items of intellectual
property that are or were owned by the Executive or were written, discovered,
made, conceived or first reduced to practice by the Executive alone or jointly
with another person prior to the Executives employment under this Agreement
and that relates to the Employer Group members business or actual or
demonstrably anticipated research and development of the Employer Group.  If no such intellectual property is listed,
the Executive represents and warrants to the Employer Group that the Executive
does not now nor has the Executive ever owned, nor has the Executive developed,
any such intellectual property.

13

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32.       New
Employment.  During the
term of this Agreement, the Executive shall disclose
to the Company, the Bank or an affiliate of the Company or the Bank, the name,
address and description of business of any new employer or business
affiliation, located within the Territory, within 10 days of the acceptance of
such position. If the Executive fails to provide such notice, the period shall
be extended by a period equal to the period of nondisclosure set forth in
Section 28 of this Agreement.

33.       Required
Provisions.  In the event
any of the foregoing provisions of this Section 33 are in conflict with the
terms of this Agreement, this Section 33 shall prevail.

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. | The Banks
  board of directors may terminate Executives employment at any time, but any
  termination by the Bank, other than termination for Cause, shall not
  prejudice Executives right to compensation or other benefits under this
  Agreement.  Executive shall not have
  the right to receive compensation or other benefits for any period after
  termination for Cause.                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | b. | If Executive
  is suspended from office and/or temporarily prohibited from participating in
  the conduct of the Banks affairs by a notice served under Section 8(e)(3) or
  8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or
  (g)(1); the Banks obligations under this Agreement shall be suspended as of
  the date of service, unless stayed by appropriate proceedings.  If the charges in the notice are
  dismissed, the Bank may in its discretion:
  (i) pay Executive all or part of the compensation withheld while its
  contract obligations were suspended; and (ii) reinstate (in whole or in
  part) any of the obligations which were suspended.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | c. | If Executive
  is removed and/or permanently prohibited from participating in the conduct of
  the Banks affairs by an order issued under Section 8(e)(4) or 8(g)(1) of the
  Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all
  obligations of the Bank under this Agreement shall terminate as of the
  effective date of the order, but vested rights of the contracting parties
  shall not be affected.                                                                                                                                                                                                                                                         

14

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

15

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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/ Robert J. Bush                  | 
|                      |  |                                 |                                     | 
|                      |  |                                 | Robert J. Bush                      | 

16

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