EXHIBIT 10.3

ANDREW J. MILLER
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 ANDREW J.
MILLER (the Executive).

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

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

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

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

1.       Employment.  Executive is employed as Executive Vice
President and Chief Lending Officer of the Company and the Bank.  Executive shall perform all duties and shall
have all powers which are commonly incident to the office of Executive Vice
President and Chief Lending Officer or which, consistent with the office, are
delegated to him by the Chief Executive Officer of the Bank.(All subsequent references herein to the
Board shall be the Board of the Bank, unless otherwise indicated).

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

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

4.       Base
Compensation.

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| | a. | Effective
  January 1, 2008, the Bank agrees to pay Executive a base salary at the
  rate of $280,800 per year, payable in accordance with customary payroll
  practices.                                                                                                           
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| | 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.

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

10.     Loyalty and
Confidentiality.

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

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| | b. | Nothing
  contained in this Agreement shall prevent or limit Executives right to
  invest in the capital stock or other securities of any business dissimilar
  from that of the Company and the Bank, or, solely as a passive, minority
  investor, in any business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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| | c. | Executive
  agrees to maintain the confidentiality of any and all information concerning
  the operation or financial status of the Company and the Bank; the names or
  addresses of any of its borrowers, depositors and other customers; any
  information concerning or obtained from such customers; and any other
  information concerning the Company and the Bank to which he may be exposed
  during the course of his employment.
  Executive further agrees that, unless required by law or specifically
  permitted by the Board in writing, he will not disclose to any person or
  entity, either during or subsequent to his employment, any of the
  above-mentioned information which is not generally known to the public, nor
  shall he employ such information in any way other than for the benefit of the
  Company and the Bank.

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

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

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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.

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| | 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:

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| | (1) | Personal
  dishonesty;                                              
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| | (2) | Incompetence;                                                       
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| | (3) | Willful
  misconduct;                                               
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| | (4) | Breach of
  fiduciary duty involving personal profit;               
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| | (5) | Intentional
  failure to perform stated duties under this Agreement;

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| | (6) | Willful
  violation of any law, rule or regulation (other than traffic violations or
  similar offenses) that reflects adversely on the reputation of the Company
  and the Bank, any felony conviction, any violation of law involving moral
  turpitude, or any violation of a final cease-and-desist order; or
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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.

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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:

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| | (1) | A material
  reduction in Executives responsibilities or authority in connection with his
  employment with the Company or the Bank;                                                                                                                                                                       
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| | (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;                                                                                                                                                             
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| | (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;
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| | (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;                   
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| | (5) | A relocation
  of Executives principal business office by more than thirty (30) miles from
  its current location; or                                                                                                                                                                                      
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| | (6) | Liquidation
  or dissolution of the Company or the Bank.                                                                                                                                                                                                                                                    

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

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

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

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| | i.  | Executives
  obligations under Section 10c. of this Agreement will continue in effect; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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| | ii. | During the
  period ending one year after such termination of employment, Executive shall
  not serve as an officer, director or employee of any bank holding company,
  bank, savings Bank, savings and loan holding company, or mortgage company
  (any of which, a Financial Institution) which Financial Institution offers
  products or services competing with those offered by the Bank from any office
  within thirty (30) miles from the main office or any branch of the Bank and
  shall not interfere with the relationship of the Company and the Bank and any
  of its employees, agents, or representatives.

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12.     Termination
in Connection with a Change in Control.

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

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

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| | b. | Termination.  If within the period ending  twelve (12) months after a Change in
  Control, (i) the Company and the Bank shall terminate Executives employment
  Without  Cause, or (ii) Executive
  voluntarily terminates his employment With Good Reason, the Company and the
  Bank shall, within ten (10) calendar days of the termination of Executives
  employment, make a lump-sum cash payment to him equal to three (3) times the
  sum of Executives (i) base salary and (ii) the most recent bonus paid by the
  Company and/or Bank.  Also, in such
  event, Executive shall, for a thirty-six (36) month period following his
  termination of employment, receive continued medical, dental and life
  insurance coverage upon terms no less favorable than the most favorable terms
  provided to senior executives of the Bank during such period.  In the event that the Company or the Bank
  is unable to provide such coverage by reason of Executive no longer being an
  employee, the Company and the Bank shall provide Executive with comparable
  coverage under an individual policy.
  The parties to this Agreement intend for the payments to satisfy the
  short-term deferral exception under Section 409A of the Code or, in the case
  of health and welfare benefits, not constitute deferred compensation (since
  such amounts are not taxable to Executive).
  However, notwithstanding anything to the contrary in this Agreement,
  to the extent payments do not meet the short-term deferral exception of
  Section 409A of the Code and, in the event Executive is a Specified
  Employee (as defined herein) no payment shall be made to Executive under
  this Agreement prior to the first day of the seventh month following the
  Event of Termination in excess of the permitted amount under Section 409A
  of the Code.  For these purposes the
  permitted amount shall be an amount that does not exceed two times the
  lesser of: (A) the sum of Executives annualized compensation based upon the
  annual rate of pay for services provided to the Company for the calendar year
  preceding the year in which Executive has an Event of Termination, or (B) the
  maximum amount that may be taken into account under a tax-qualified plan
  pursuant to Section 401(a)(17) of the Code for the calendar year in which
  occurs the Event of Termination.  The
  payment of the permitted amount shall be made within sixty (60) days of the
  occurrence of the Event of Termination.
  Any payment in excess of the permitted amount shall be made to
  Executive on the first day of the seventh month following the Event of
  Termination.  Specified Employee
  shall be interpreted to comply with Section 409A of the Code and shall mean a
  key employee within the meaning of Section 416(i) of the Code (without regard
  to paragraph 5 thereof), but an individual shall be a Specified Employee
  only if the Company is a publicly-traded institution or the subsidiary of a publicly-traded
  holding company.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | c. | The
  provisions of Section 12 and Sections 14 through 27, including the defined
  terms used in such sections, shall continue in effect until the later of the
  expiration of this Agreement or one (1) year following a Change in Control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

13.     Indemnification
and Liability Insurance.

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. | Indemnification.  The Company and the Bank agree to
  indemnify Executive (and his heirs, executors, and administrators), and to
  advance expenses related thereto, to the fullest extent permitted under
  applicable law and regulations against any and all expenses and liabilities
  reasonably incurred by him in connection with or arising out of any action,
  suit, or proceeding in which he may be involved by reason of his having been
  a director or Executive of the Company, the Bank or any of their subsidiaries
  (whether or not he continues to be a director or Executive at the time of
  incurring any such expenses or liabilities) such expenses and liabilities to
  include, but not be limited to, judgments, court costs, and attorneys fees
  and the costs of reasonable settlements, such settlements to be approved by
  the Board, if such action is brought against Executive in his capacity as an
  Executive or director of the Company and the Bank or any of their
  subsidiaries.  Indemnification for
  expenses shall not extend to matters for which Executive has been terminated
  for Cause.  Nothing contained herein
  shall be deemed to provide indemnification prohibited by applicable law or
  regulation.  Notwithstanding anything
  herein to the contrary, the obligations of this Section 13 shall survive the
  term of this Agreement by a period of six (6) years.

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

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

15.     Limitation
of Benefits under Certain Circumstances.  If the payments and benefits pursuant to
Section 12 of this Agreement, either alone or together with other payments and
benefits which Executive has the right to receive from the Company and the
Bank, would constitute a parachute payment under Section 280G of the Code,
the payments and benefits pursuant to Section 12 shall be reduced or revised,
in the manner determined by Executive, by the amount, if any, which is the
minimum necessary to result in no portion of the payments and benefits under
Section 12 being non-deductible to the Company and the Bank pursuant to Section
280G of the Code and subject to the excise tax imposed under Section 4999 of
the Code.  The determination of any
reduction in the payments and benefits to be made pursuant to Section 12 shall
be based upon the opinion of the Company and the Banks independent public
accountants and paid for by the Company and the Bank.  In the event that the Company, the Bank and/or Executive do not
agree with the opinion of such counsel, (i) the Company and the Bank shall pay
to Executive the maximum amount of payments and benefits pursuant to Section
12, as selected by Executive, which such opinion indicates there is a high
probability do not result in any of such payments and benefits being non-deductible
to the Company and the Bank and subject to the imposition of the excise tax
imposed under Section 4999 of the Code and (ii) the Company and the Bank may
request, and Executive shall have the right to demand that they request, a
ruling from the IRS as to whether the disputed payments and benefits pursuant
to Section 12 have such consequences.
Any such request for a ruling from the IRS shall be promptly prepared
and filed by the Company and the Bank, but in no event later than thirty (30)
days from the date of the opinion of counsel referred to above, and shall be
subject to Executives approval prior to filing, which shall not be
unreasonably withheld.  The Company, the
Bank and Executive agree to be bound by any ruling received from the IRS and to
make appropriate payments to each other to reflect any such rulings, together
with interest at the applicable federal rate provided for in Section 7872(f)(2)
of the Code.  Nothing contained herein
shall result in a reduction of any payments or benefits to which Executive may
be entitled upon termination of employment other than pursuant to Section 12
hereof, or a reduction in the payments and benefits specified in Section 12
below zero.

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

17.     Successors
and Assigns.

| |    |                                                                                                                                                                                                                                                                                                                 
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. | This
  Agreement shall inure to the benefit of and be binding upon any corporate or
  other successor to the Company and the Bank which shall acquire, directly or
  indirectly, by merger, consolidation, purchase or otherwise, all or
  substantially all of the assets or stock of the Company and the Bank.
| |    |                                                                                                                                                                                                                                                                                                                 
| | b. | Since the
  Company and the Bank are contracting for the unique and personal skills of
  Executive, Executive shall be precluded from assigning or delegating his
  rights or duties hereunder without first obtaining the written consent of the
  Company and the Bank.                                       

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

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

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

11

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

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

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

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

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

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

27.     Required
Provisions.  In the event
any of the foregoing provisions of this Section 26 are in conflict with the
terms of this Agreement, this Section 27 shall prevail.

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

12

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

13

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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/ Andrew J. Miller               
|                      |  |                                 |                                    
|                      |  |                                 | Andrew J.
  Miller                 

14

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