Exhibit 10.9







BENEFICIAL
MUTUAL SAVINGS BANK


TRANSITION
CREDIT RETIREMENT PLAN


FOR
DESIGNATED EMPLOYEES





Article
I


Purpose





The purpose of this Beneficial Mutual
Savings Bank Transition Credit Retirement Plan for Designated Employees (the
“Plan”) is to provide certain key employees of  Beneficial Mutual
Savings Bank (the “Bank”) with a nonqualified retirement benefit to supplement
benefits available to them under the Bank’s frozen pension plan and the Employee
Savings and Stock Ownership Plan (the “KSOP”).  The Plan was effective
upon adoption by the Board of Directors on December 18, 2008.





Article
II


Definitions





For the purposes of this Plan, the
following words and phrases shall have the meanings indicated, unless the
context clearly indicates otherwise:





“Bank” means Beneficial Mutual Savings
Bank, Philadelphia, PA.





“Beneficiary” means the person, persons
or entity designated by the Participant to receive benefits payable under the
Plan.





“Board of Directors” means the Board of
Directors of the Bank.





“Code” means the Internal Revenue Code
of 1986, as amended.





“Declared
Rate” means, for any Plan Year, the rate in effect on the first business day of
the year for the Bank’s longest term certificate of deposit, unless modified by
the Board of Directors.  The Declared Rate may be modified by a
resolution of the Board of Directors on a prospective basis at any time during
the Plan Year or with respect to any future Plan Year.





“Determination Date” means the date on
which the amount of a Participant’s Transition Credit Account is determined as
provided in Article IV hereof.  The last day of each Plan Year shall
be the Determination Date.





“Disability” means a physical or mental
condition which constitutes a disability within the meaning of Section 22(e)(3)
of the Code.





“Just Cause” shall mean termination
because of the Participant’s personal dishonesty, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties, continuing material failure to perform assigned duties, or a willful
violation of any law, rule or regulation (other than traffic violations or
similar infractions) or a final cease-and-desist order.





“Participant” means an employee of the
Bank who is designated as a Participant in Appendix A to the Plan.









“Plan Year” means a twelve-month period
commencing January 1st and ending the following December 31st.





“Separation from Service” means the
termination of a Participant’s services (whether as an employee or as an
independent contractor) to the Bank for reasons other than death or
Disability.  Whether a Separation from Service has occurred shall be
determined in accordance with the requirements of Section 409A of the Code based
on whether the facts and circumstances indicate that the Bank and the
Participant reasonably anticipated that no further services would be performed
after a certain date or that the level of bona fide services the Participant
would perform after such date (whether as an employee or as an independent
contractor) would permanently decrease to no more than twenty percent (20%) of
the average level of bona fide services performed (whether as an employee or an
independent contractor) over the immediately preceding thirty-six (36) month
period.





“Transition Credit” means the amount
credited to a Participant’s Transition Credit Account pursuant to Section 3.2 of
the Plan  with respect to a Plan Year.





“Transition Credit Account” means the
account maintained on the books of the Bank for each Participant pursuant to
Article IV.  A Participant’s Transition Credit Account shall be
utilized solely as a device for the measurement and determination of the amounts
to be paid to the Participant pursuant to this Plan.  A Participant’s
Transition Credit Account shall not constitute or be treated as a trust fund of
any kind.





Article
III


Participation
and Benefits





Section 3.1 Participation.Subject to
Section 3.2, an employee of the Bank who is designated as a Participant in
Appendix A to the Plan or by the Board of Directors at any time after the
Effective Date of the Plan shall continue as a Participant until the earliest to
occur of his death, Disability, or Separation from Service.




Section 3.2 Transition
Credits.For each Plan
Year beginning with the Plan Year ending December 31, 2008 and ending with the
Plan Year ending December 31, 2017, the Transition Credit Account of a
Participant who (a) is employed on the last day of the Plan Year, or (b)
terminates employment by reason of his death or Disability during the Plan Year,
shall be credited with a Transition Credit in a dollar amount (rounded to the
nearest whole dollar) equal to the percentage of the Participant’s Compensation
(as such term is defined for purposes of Bank contributions under the KSOP and
subject to the limitations contained therein, including but no limited to
Section 401(a)(17) of the Code) set forth in Appendix A for such Participant
(the “Transition Benefit Percentage”).  Notwithstanding anything in
this Plan to the contrary, unless otherwise determined by the Board of
Directors, (i)no Transition Credits shall be credited to the Transition Credit
Account of a Participant for any Plan Year beginning after December 31, 2017 and
(ii) a Participant shall not be eligible to receive a Transition Credit under
this Plan in any calendar year in which the Participant has received or will be
eligible to receive (based on the Board’s good faith determination) a
contribution under Section 3.2(f) of the Bank’s Employee Savings and Stock
Ownership Plan.





Section 3.3 Vesting
of Transition Credit Account.A Participant’s
Transition Credit Account shall at all times be 100%
vested.  Notwithstanding the foregoing, a Participant’s interest in
his Transition Credit Account shall be forfeited as of the effective date of a
Participant’s termination of employment for Just Cause.





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Article
IV


Transition
Credit Account





Section 4.1 Determination
of Account.A Participant’s
Transition Credit Account as of each Determination Date shall consist of all
Transition Credits and interest credits credited to the Participant’s Transition
Credit Account.





Section 4.2 Crediting
of Account.As of each
Determination Date, the Participant’s Transition Credit Account shall be
increased by the amount of interest earned since the preceding Determination
Date.  Interest shall be based upon the Declared Rate in effect for
such Plan Year.  Interest shall be based upon the average daily
balance of the Participant’s Transition Credit Account since the
last  Determination Date, but after the Transition Credit Account has
been adjusted for any contributions to be credited as of such day.





Section 4.3 Statement
of Account.The Bank shall
provide each Participant, within 120 days after the close of each Plan Year, a
statement in such form as the Bank deems desirable, setting forth the balance to
the credit of such Participant in his Transition Credit Account as of the last
day of the preceding Plan Year.





Article
V


Benefit
Distributions





Section 5.1 Benefit
Payment.Upon a
Participant’s death, Disability or Separation from Service (other than for Just
Cause), the Bank shall pay to the Participant or his Beneficiary his Transition
Credit Account in accordance with Sections 5.2 and 5.3 of the
Plan.  Notwithstanding anything in this Plan to the contrary, no
benefit shall be payable to a Participant under this Plan if the Participant
terminates employment under circumstances constituting a termination for Just
Cause.





Section 5.2 Form of
Benefit Payment.The Bank shall
pay the Participant’s Transition Credit Account in the form of a lump
sum.





Section 5.3 Commencement
of Payments.The payment
due under Section 5.1 shall be made not later than ninety (90) days following
the date the Participant incurs a Separation from Service or a termination of
employment by reason of death or Disability.





Section 5.4 Specified
Employees. In the event a
Participant is a “Specified Employee” (as defined herein) no payment shall be
made to that Participant prior to the first day of the seventh month following
the Participant’s Separation from Service.  “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 Bank is a publicly-traded institution or the subsidiary of a publicly-traded
holding company.




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Article
VI


Beneficiary
Designation





Section 6.1 Beneficiary
Designation.Each Participant
shall have the right, at any time, to designate any person or persons as his
Beneficiary or Beneficiaries (both primary as well as contingent) to whom
payment under this Plan shall be paid in the event of his death prior to
complete distribution to the Participant of the benefits due him under the
Plan.  Any Participant Beneficiary designation shall be made in a
written instrument filed with the Board of Directors and shall be effective only
when received in writing by the Board of Directors.  Any Beneficiary
designation may be changed by a Participant by the written filing of such change
on a form prescribed by the Board of Directors.  The filing of a new
Beneficiary designation form will cancel all Beneficiary designations previously
filed.





Section 6.2 No
Participant Designation.If a Participant
fails to designate a Beneficiary as provided above, or if all designated
Beneficiaries predecease the Participant, then Participant’s designated
Beneficiary shall be deemed to be the person or persons surviving him in the
first of the following classes in which there is a survivor, share and share
alike:





(a)           The
surviving spouse;





(b)           The
Participant’s children, except that if any of the children predecease the
Participant but leave issue surviving, then such issue shall take by right of
representation the share their parent would have taken if living;
or





(c)           The
Participant’s estate.





Section 6.3 Effect of
Payment.The payment to
the deemed Beneficiary shall completely discharge Bank’s obligations under this
Plan.







Article
VII


Administration
and Claim








Section 7.1 Administration.The
administration of the Plan, the exclusive power to interpret it, and the
responsibility for carrying out its provisions are vested in the Board of
Directors.  The Board of Directors shall have the authority to resolve
any question under the Plan.  The determination of the Board of
Directors as to the interpretation of the Plan or any disputed question shall be
conclusive and final to the extent permitted by applicable law.





Section 7.2 Claims
Procedures.





(a)           Claims
for benefits under the Plan shall be submitted in writing to the Chairman of the
Board of Directors.





(b)           If
any claim for benefits is wholly or partially denied, the claimant shall be
given written notice within a reasonable period following the date on which the
claim is filed, which notice shall set forth:





(i)
                the
      specific reason or reasons for the denial;(ii)
                specific
      reference to pertinent Plan provisions on which the denial is
      based;(iii)
                a
      description of any additional material or information necessary for the
      claimant to perfect the claim and an explanation of why such material or
      information is necessary; and(iv)
                an
      explanation of the Plan’s claim review
  procedure.




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If the
claim has not been granted and written notice of the denial of the claim is not
furnished in a timely manner following the date on which the claim is filed, the
claim shall be deemed denied for the purpose of proceeding to the claim review
procedure.





(c)           The
claimant or his authorized representative shall have 30 days after receipt of
written notification of denial of a claim to request a review of the denial by
making written request to the Chairman of the Board of Directors, and may review
pertinent documents and submit issues and comments in writing within such 30-day
period.





After receipt of the request for
review, the Board of Directors shall, in a timely manner, render and furnish to
the claimant a written decision, which shall include specific reasons for the
decision and shall make specific references to pertinent Plan provisions on
which it is based.  The decision by the Board of Directors shall not
be subject to further review.  If a decision on review is not
furnished to a claimant, the claim shall be deemed to have been denied on
review.





(d)           No
claimant shall institute any action or proceeding in any state or federal court
of law or equity or before any administrative tribunal or arbitrator for a claim
for benefits under the Plan until the claimant has first exhausted the
provisions set forth in this section.





Article
VIII


Amendment
and Termination of Plan





Section 8.1 Amendment.The Board of
Directors may at any time amend the Plan in whole or in part, provided, however,
that no amendment shall be effective to decrease the amount of a Participant’s
Transition Credit Account as of the effective date of such
amendment.





Section 8.2 Termination
of Plan.The Board of
Directors may at any time terminate the Plan if, in its judgment, the tax,
accounting, or other effects of the continuance of the Plan, or potential
payments thereunder would not be in the best interests of the Bank, but such
termination shall not reduce the amount of a Participant’s Transition Credit
Account as of the effective date of termination.




Article
IX


Miscellaneous





Section 9.1 Unsecured
General Creditor.Participants and
their Beneficiaries, heirs, successors and assigns shall have no secured
interest or claim in any property or assets of the Bank, nor shall they be
beneficiaries of, or have any rights, claims or interests in any life insurance
policies, annuity contracts or the proceeds therefrom owned or which may be
acquired by the Bank (“Policies”).  Such Policies or other assets of
the Bank shall not be held under any trust for the benefit of Participants,
their Beneficiaries, heirs, successors or assigns, or held in any way as
collateral security for the fulfilling of the obligations of Bank under this
Plan.  Any and all of the Bank’s assets and Policies shall be, and
remain, the general, unpledged, unrestricted assets of the Bank.  The
Bank’s obligation under the Plan shall be merely that of an unfunded and
unsecured promise of the Bank to pay money in the future.  The Bank
shall have no obligation under this Plan with respect to individuals other than
that Bank’s employees, directors or consultants.




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Section 9.2 Non-assignability.Neither a
Participant nor any other person shall have any right to commute, sell, assign,
transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate or convey in advance of actual receipt the amounts, if any, payable
hereunder, or any part thereof, which are, and all rights to which are,
expressly declared to be unassignable and non-transferable.  No part
of the amounts payable shall, prior to actual payment, be subject to seizure or
sequestration for the payment of any debts, judgments, alimony or separate
maintenance owed by a Participant or any other person, nor be transferable by
operation of law in the event of a Participant’s or any other person’s
bankruptcy or insolvency.





Section 9.3 Not a
Contract of Employment.The terms and
conditions of this Plan shall not be deemed to constitute a contract of
employment between the Bank and the Participant, and the Participant (or his
Beneficiary) shall have no rights against the Bank except as may otherwise be
specifically provided herein.  Moreover, nothing in this Plan shall be
deemed to give a Participant the right to be retained in the service of the Bank
or to interfere with the right of the Bank to discipline or discharge him at any
time.





Section 9.4 Terms.Whenever any
words are used herein in the masculine, they shall be construed as though they
were used in the feminine in all cases where they would so apply; and wherever
any words are used herein in the singular or in the plural, they shall be
construed as though they were used in the plural or the singular, as the case
may be, in all cases where they would so apply.





Section 9.5 Captions.The captions of
the articles, sections and paragraphs of this Plan are for convenience only and
shall not control or affect the meaning or construction of any of its
provisions.





Section 9.6 Governing
Law.The provisions of
this Plan shall be construed and interpreted according to the laws of
Pennsylvania, unless preempted by federal law.





Section 9.7 Validity.In case any
provision of this Plan shall be held illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining parts hereof, but this
Plan shall be construed and enforced as if such illegal and invalid provision
had never been inserted herein.





Section 9.8 Notice.Any notice or
filing required or permitted to be given to the Bank under the Plan shall be
sufficient if in writing and hand delivered, or sent by registered or certified
mail, to the Secretary of the Board of Directors.  Such notice shall
be deemed given as of the date of delivery or, if delivery is made by mail as of
three (3) days following the date shown on the postmark or on the receipt for
registration or certification.





Section 9.9 Successors.The provisions of
this Plan shall bind and inure to the benefit of the Bank and its successors and
assigns.  The term successors as used herein shall include any
corporate or other business entity which shall, whether by merger,
consolidation, purchase or otherwise acquire all or substantially all of the
business and assets of the Bank and successors of any such corporation or other
business entity.




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