Management Incentive Plan

Introduction and Objectives

The Management Incentive Plan (MIP) is designed to recognize and reward management for their collective and individual contributions to Beneficial Bank’s success.  The plan focuses on performance measures that are critical to the Bank’s growth and profitability.

This document summarizes the elements and features of the Plan.

The objectives of the MIP are to:

Compensation Philosophy

Beneficial Savings Bank’s compensation philosophy is to provide competitive compensation that enables the organization to drive the business’ growth.  The MIP provides an opportunity to earn extra compensation beyond base salary when we meet or exceed our performance goals as well as recognize and reward individual contributions toward our success.  Base salaries are designed to be competitive with market practice (i.e. 50 ^th percentile), with incentive awards targeted to provide competitive compensation when performance goals are met.  However, since incentives reflect performance, actual total cash is designed to be variable - ranging from “below market” positioning if goals are not achieved, to “above market” (e.g., 75 ^th percentile) for superior performance.

Eligibility

Eligibility to participate in the plan will be limited to those senior leaders who are in a position to successfully execute Beneficial’s Strategic plan resulting in increased shareholder value, and superior employee and customer satisfaction.  Participants must be employed by September 30.  Employees who work a partial year will receive pro-rated awards based on hours worked.

Performance Period

The performance period and the plan operates on a calendar year basis (January 1 - December 31).

Incentive Award Opportunity

Each participant will have a target incentive opportunity based on competitive market practice for his/her role.  The target incentive will reflect a percentage of base salary and be determined consistent with competitive market practices.  Actual awards will vary based on performance and range from 0% of target (not achieving minimal performance) to 150% of target for exceptional performance.

The table below shows competitive incentive ranges, which reflect market practice for banks of similar size as Beneficial.  These incentive targets will be reviewed annually to ensure they remain competitive and appropriate.

Performance Measures

For 2008, there will be two categories of performance measures in the plan: Bank performance and Individual Performance.  Each participant will have two Bank goals and 2-3 additional individual goals as follows:

Bank Goals : For 2008, the Bank goals will focus on EPS and Efficiency Ratio.  These are core measures of profitability and efficiency of resources.

Individual performance : Each participant will have 2-3 individual performance goals that reflect required contributions specific to their functional area (e.g. lending growth, deposit growth).

The specific goals and weights will be reviewed each year to reflect specific strategic priorities and financial objectives.

For 2008, performance will be weighted as follows: