WSFS FINANCIAL CORP (Form: 10-Q, Received: 05/10/2019 16:18:09)

EXHIBIT 10.2 SUPPLEMENTAL PENSION AND RETIREMENT PLAN OF BENEFICIAL MUTUAL SAVINGS BANK AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009 ARTICLE I PURPOSE CLAUSE This Plan was established solely for the purpose of providing benefits to certain employees of Beneficial Mutual Savings Bank which would have been payable to such employees under the Employees’ Pension and Retirement Plan of Beneficial Mutual Savings Bank but for the limitations placed on the amount of such benefits by Sections 401(a)(17) and 415 of the Code. The Plan is intended to constitute an unfunded plan primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. This Plan is amended and restated, effective as of January 1, 2009, to conform to the requirements of Section 409A of the Code and the regulations issued thereunder. ARTICLE II DEFINITIONS 2.1. “Actuarially Equivalent” shall mean equality in value of the aggregate amounts expected to be received under different benefit forms, or the same form commencing at different points of time, as determined using the actuarial equivalent assumptions set forth in the Pension Plan. 2.2. “Administrator” shall mean the Bank. 2.3. “Bank” shall mean Beneficial Mutual Savings Bank, and any successor or successors thereof. 2.4. “Code” shall mean the Internal Revenue Code of 1986, as from time to time amended. 2.5. “Effective Date” shall mean July 1, 1991. The Effective Date of this amended and restated Plan is January 1, 2009. 2.6. “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as from time to time amended. 2.7. ‘‘Limitations” means the limitations set forth in Sections 401(a)(17) and 415 of the Code, as implemented by the terms of the Pension Plan. 2.8. “Participant” shall mean any President or Vice President of the Bank who is employed by the Bank on or after the Effective Date. 2.9. “Pension Plan” shall mean the Employees’ Pension and Retirement Plan of Beneficial Mutual Savings Bank, as from time to time amended. 2.10. “Plan” shall mean this Supplemental Pension and Retirement Plan of Beneficial Mutual Savings Bank, as from time to time amended. 2.11. “Post-409A Benefits” shall mean the amount deferred by a Participant under the Plan after December 31, 2004, as determined in accordance with Section 409A of the Code and the regulations and other guidance issued thereunder. 2.12. “Pre-409A Benefits” shall mean the amount deferred by a Participant under the Plan before January 1, 2005, including earnings thereon, to the extent that the Participant’s right to such amount was earned and vested as of December 31, 2004. The amount deferred by a Participant prior to January 1, 2005, equals the present value as of December 31, 2004 of the amount to which the Participant would be entitled under the Plan if the Participant voluntarily terminated service without cause on December 31, 2004, and received a full payment of benefits from the Plan on the earliest possible date allowed under the Plan following termination of service and received benefits in the form with the maximum value. A Participant’s Pre-409A Benefits will be determined in accordance with the regulations and other guidance issued under Section 409A of the Code by the Internal Revenue Service. 2.13. “Separation from Service” or “Separates from Service” shall mean the severance of a Participant’s employment with the Bank as determined in accordance with Section 409A of the Code. 2.14. “Specified Employee” shall mean a Participant who as of the date of his Separation from Service is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) of the Bank or of any entity that is treated as a single employer with the Bank under Sections 414(b),(c), (m) or (o) of the Code, but only if the Bank or any such entity is a corporation whose stock is publicly-traded on an established securities market or otherwise. ARTICLE III BENEFITS 3.1. (a) A Participant who terminates employment with the Bank and is eligible to receive benefits under the Pension Plan immediately upon such termination shall receive benefits under this Plan equal to the excess, if any, of (i) the benefits which would have been payable to the Participant commencing on the first day of the month coincident with or

next following the attainment of at age 65 under the Pension Plan in the form of a single life annuity but for the Limitations based on the Participant’s compensation and service with the Bank through June 30, 2008, over (ii) the accrued benefits actually payable under the Pension Plan commencing on the first day of the month coincident with or next following the attainment of age 65 in the form of a single life annuity. Benefits shall commence to be paid to the Participant in accordance with Section 3.4, below. (b) The Participant may elect to receive pursuant to Section 3.2, below, the benefits payable under this Section 3.1 in any one of the Actuarially Equivalent forms of benefits available under the Pension Plan. 3.2. (a) If the Participant so elects, the benefits payable under this Plan may be paid in one of the optional forms of payment available under the Pension Plan other than the normal form of payment applicable to the Participant’s benefits under the Pension Plan. If the Participant elects to receive benefits in one of the optional forms such benefits will be adjusted using the same actuarial assumptions that are used to calculate optional forms of benefits (other than lump sums) under the Pension Plan. (b) Any election under this Section 3.2 shall be in writing, in such form as the Administrator may require, and shall be effective only if submitted to the Administrator before the date on which the payment of benefits under the Pension Plan is scheduled to commence. If the form of benefit elected under this Section 3.2 is a joint and survivor annuity, the Participant’s election shall not be effective unless it identifies the beneficiary who shall receive the survivor’s annuity. 3.3. (a) In the event of the death of a Participant prior to the commencement of benefits under the Pension Plan, and if the Participant’s surviving spouse or other beneficiary is entitled to receive a survivor’s benefit under the Pension Plan as a consequence thereof, the surviving spouse, or such other beneficiary, shall receive benefits equal to the excess, if any, of (i) the survivor’s benefits which would have been payable to the surviving spouse, or such other beneficiary, under the Pension Plan based upon the Participant’s compensation and service with the Bank through June 30, 2008 and the benefits that would have been payable to the Participant commencing on the first day of the month coincident with or next following the attainment of age 65 in the form of a single life annuity but for the Limitations, over (ii) the survivor’s benefits actually payable to the surviving spouse or such other beneficiary under the Pension Plan based upon the Participant’s accrued benefits as of June 30, 2008, payable on the first day of the month coincident with or next following the attainment of age 65 in the form of a single life annuity. (b) The benefit payable under this Section 3.3 shall be payable in the same form as the survivor benefit that is payable under the Pension Plan. 3.4. Commencement of Benefits. Except otherwise elected by the Participant in accordance with Section 3.5, below, benefits payable under this Article 3 shall commence as soon as practicable following the date of the Participant’s Separation from Service but not later than the last day of the taxable year of the Participant in which such Separation from Service occurs, or if later, by the 15th day of the third calendar month following the date of the Participant’s Separation from Service. In no event shall the Participant be permitted, directly or indirectly, to designate the taxable year of the commencement of benefits. If the Participant is a Specified Employee as of the date of the Participant’s Separation from Service, payments of the Participant’s Post-409A Benefits shall be delayed until the date that is six months following the date of the Participant’s Separation from Service. If benefits commence prior to the Participant’s attainment of age 65, benefit payments to the Participant (or to the surviving spouse or beneficiary as the case may be) shall be reduced by 1/180 for each of the first 60 months between the date of the first payment and the first day of the month coincident with or next following the date the Participant would attain age 65 and by 1/360 for each additional month. 3.5. Payment Elections. All payment elections shall be on a prescribed form designated and approved by the Administrator. (a) Transitional Elections. On or before December 31, 2008, if a Participant wishes to change or make a new payment election, the Participant may do so by completing a payment election form designated and approved by the Administrator, provided that any such election (i) must be made no later by December 31, 2008, and must be made prior to the year in which benefits payments are scheduled to commence; (ii) shall not take effect before the date that the election is made and accepted by the Administrator, (iii) does not cause a payment that would otherwise be made in the year in which the election is made to be delayed to a later year and (iv) does not accelerate into the year in which the election is made a payment that is otherwise scheduled to be made in a later year. (b) Changes in Payments Elections After 2008. On or after January 1, 2009, if a Participant wishes to change his payment election, the Participant may do so by completing a payment election form designated and approved by the Administrator, provided that any such election (i) must be made at least 12 months before the date on which any benefit payments are scheduled to commence; (ii) shall not take effect until 12 months after the date the election is made and accepted by the Administrator and (iii) for payments to be made other than upon death, must provide an additional deferral payment at least five years from the date that such payment would otherwise have been made or, in the case of any annuity and installment payments treated as single payment, five years from the date the first amount was scheduled to be paid. For purpose of this Plan and clause (iii) above, all annuities or installment payments under this Plan shall be treated as a single payment. An election by a Participant to only change the form of payment to one of the Actuarially Equivalent forms of benefits available under the Plan shall not be treated as a change in payment election for purposes of this Section 3.5;

however, any such election must be made by the Participant on an election form designated by and approved by the Administrator. 3.6. Prohibition on Acceleration of Payments. Except as provided in this Section 3.6, in no event shall the time or schedule of any payment or any amount scheduled to be paid pursuant to the terms of the Plan be accelerated, and no such accelerated payment may be made whether or not provided for under the terms of the Plan. Notwithstanding the previous sentence, payment of benefits due to the Participant’s death will not be treated as resulting in an acceleration of payment. (a) Payment Upon Income Inclusion. The Administrator may provide for the acceleration of the time or schedule of a payment at any time the Plan fails to meet the requirements of Section 409A and the regulations thereunder. Such payment may not exceed the amount required to be included in the Participant’s income as a result of a failure to comply with the requirements of Section 409A and the regulations thereunder. (b) Plan Termination. The Administrator may accelerate the time and form of payment where the acceleration of payment is made pursuant to the termination of the Plan in accordance with one of the following provisions: (i) The Bank may terminate the Plan at any time and for any reason, provided that the termination and liquidation of the Plan does not occur proximate to a downturn in the financial health of the Bank. The Bank must terminate and liquidate all agreements, methods, programs and other arrangements sponsored by the Bank that would be aggregated with any terminated and liquidated agreements, methods, programs and other arrangements under Treasury Regulation Section 1.409A-1(c) if the same Participant had deferrals of compensation under all of the agreements, methods, programs and other arrangements that are terminated and liquidated. Further, no payments in liquidation of the Plan shall be made within 12 months of the date the Bank takes all necessary action to irrevocably terminate and liquidate the Plan other than payments that would be payable under the terms of the Plan if the actions to terminate and liquidate the Plan had not occurred. In addition, all payments shall be made within 24 months of the date the Bank takes all necessary action to irrevocably terminate and liquidate the Plan. Further, the Bank shall not adopt a new plan that would be aggregated with any terminated and liquidated plan under Treasury Regulation Section 1.409A-1(c) if the same Participant participated in both plans, at any time within three years following the date that the Bank takes all necessary action to irrevocably terminate and liquidate the Plan. (ii) Such other events and conditions as prescribed by Treasury Regulation Section 1.409A-3(j)(4)(ix) or any generally applicable guidance published in the Internal Revenue Bulletin. (c) Payment of State, Local, FICA or Foreign Taxes. The Administrator may provide for the acceleration of the time and form of a payment to reflect the payment of state, local or foreign tax obligations arising from participation in the Plan that apply to an amount deferred under the Plan before the amount is paid or made available to the Participant. Such payment may not exceed the amount of such taxes due as a result of participation in the Plan. A Participant’s benefits under the Plan shall be reduced to reflect the payment of the Participant’s tax obligations under this Section. 3.7. Six-Month Delay for Specified Employees. Notwithstanding anything in this Article III to the contrary, if a Participant is a Specified Employee on the date of his “separation from service,” within the meaning of section 409A of the Code, in no event shall the Participant’s Post-409A Benefits commence to be paid to the Participant until the date that is six months after the date of the Participant’s Separation from Service (or, if earlier than the end of the six month period, the date of death of the Specified Employee). If a benefit payment to a Participant is delayed pursuant to the preceding sentence, the Participant shall be entitled to a retroactive payment in a lump sum of any delayed payments plus interest on the delayed payments equal to the FAS 87 discount rate in effect at the start of the six-month period. The Participant’s benefits that accrued prior to 2005 shall be paid to the Participant in accordance with the provisions of this Article III. 3.8. Separation from Service Prior to 2005. If a Participant separated from service prior to 2005, his or her rights and benefits under the Plan shall be determined by the terms and provisions of the Plan as in effect on December 31, 2004. 3.9. Separation from Service After 2004 and Prior to 2009. If a Participant who is entitled to benefits under the Plan separated from service after 2004 but prior to 2009 and who has not commenced benefits by January 1, 2009, his or her benefits shall commence benefits as soon as practicable following the date the Participant attains age 60, but not later than the end of the calendar year in which the Participant attains age 60, unless the Participant makes an election in accordance with Section 3.5, above. ARTICLE IV ADMINISTRATION 4.1. The Plan shall be administered by the Administrator, which shall have the authority to interpret the Plan, to determine eligibility hereunder, and to determine the nature and amount of benefits. Any construction or interpretation of the Plan and any determination of fact in administering the Plan made in good faith by the Administrator shall be final and conclusive for all Plan purposes. 4.2. (a) The Administrator shall prescribe a form for the presentation of claims under the terms of this Plan. (b) Upon presentation to the Administrator of a claim on the prescribed form, the Administrator

shall make a determination of the validity thereof. If the determination is adverse to the claimant, the Administrator shall furnish to the claimant within 90 days after the receipt of the claim a written notice setting forth the following: (i) the specific reason or reasons for the denial; (ii) specific references to pertinent provisions of the Plan 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) appropriate information as to the steps to be taken if the claimant wishes to submit his or her claim for review. (c) In the event of a denial of a claim, the claimant or his or her duly authorized representative may appeal such denial to the Administrator for a full and fair review of the adverse determination. Claimant’s request for review must be in writing and made to the Administrator within 60 days after receipt by claimant of the written notification required under Section 4.2(b); provided, however, such 60-day period shall be extended if circumstances so warrant. Claimant or his or her duly authorized representative may submit issues and comments in writing which shall be given full consideration by the Administrator in its review. (d) The Administrator may, in its sole discretion, conduct a hearing. A request for a hearing made by claimant will be given full consideration. At such hearing, the claimant shall be entitled to appear and present evidence and be represented by counsel. (e) A decision on a request for review shall be made by the Administrator not later than 60 days after receipt of the request; provided, however, in the event of a hearing or other special circumstances, such decision shall be made not later than 120 days after receipt of such request. If it is necessary to extend the period of time for making a decision beyond 60 days after the receipt of the request, the claimant shall be notified in writing of the extension of time prior to the beginning of such extension. (f) The Administrator’s decision on review shall state in writing the specific reasons and references to the Plan provisions on which it is based. Such decision shall be promptly provided to the claimant. If the decision on review is not furnished in accordance with the foregoing, the claim shall be deemed denied on review. ARTICLE V AMENDMENT AND TERMINATION 5.1. The Bank may amend the Plan in any manner and at any time by action of its Board of Trustees; provided, however, that no amendment shall deprive any Participant of any benefit accrued hereunder as of the date of adoption of such amendment as determined under Section 5.3, below. 5.2. The Bank reserves the right to terminate this Plan at any time in accordance with Section 3.6, in which case the benefits payable to any Participant shall be limited to those accrued hereunder as of the effective date of termination, as determined under Section 5.3, below. 5.3. For purposes of Sections 5.1 and 5.2, above, the benefit accrued by a Participant as of the date of adoption of an amendment to the Plan or the effective date of termination of the Plan shall be computed under Section 3.1 as if the Participant has terminated employment with the Bank on such date, and under Section 3.3 as if the Participant had died on such date, and shall be payable in such manner and at such times specified in Article III, above; provided, however, that in no event shall the amount so computed exceed the excess, if any, of (a) the benefit which is payable to the Participant, or his surviving spouse or other beneficiary, as the case may be, under the Pension Plan but for the Limitations, over (b) the benefit which is payable to the Participant, or his surviving spouse or other beneficiary, as the case may be, under the Pension Plan. ARTICLE VI MISCELLANEOUS 6.1. Nothing contained herein shall be construed as providing for assets to be held in trust or escrow or any other form of asset segregation for the Participant, the Participant’s surviving spouse or other beneficiary, the Participant’s only interest being the right to receive benefits set forth herein. To the extent that the Participant or any other person acquires a right to receive benefits under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Bank. 6.2. Nothing contained in this Plan shall be construed as a contract of employment between the Bank and any Participant, or as a right of any Participant to be continued in employment of the Bank, or as a limitation on the right of the Bank to discharge any of its employees, with or without cause. 6.3. The benefits payable hereunder or the right to receive future benefits under the Plan may not be anticipated, alienated, pledged, encumbered, or subject to any charge or legal process. 6.4. This Plan shall be interpreted in accordance with the laws of the Commonwealth of Pennsylvania, except to the extent superseded by ERISA. IN WITNESS WHEREOF, the Bank has caused this instrument to be executed by its authorized officers and its corporate seal to be impressed hereon this 18th day of December, 2008.

Attest: BENEFICIAL MUTUAL SAVINGS BANK /s/ Marcella Hatcher By: /s/ Thomas M Topley [Seal]

AMENDMENT TO THE SUPPLEMENTAL PENSION AND RETIREMENT PLAN OF BENEFICIAL MUTUAL SAVINGS BANK AS AMENDED AND RESTATED This amendment is adopted by the Board of Directors (the “Board”) of Wilmington Savings Fund Society, FSB (the “Bank”). WHEREAS, the Bank maintains the Supplemental Pension and Retirement Plan of Beneficial Mutual Savings Bank (the “Plan”), as amended and restated; and WHEREAS, the Board wishes to amend the Plan in connection with the merger by and between WSFS Financial Corporation and Beneficial Bancorp, Inc. (the “Merger”), so that as of the effective time of the Merger, the Human Capital Management Department of Wilmington Savings Fund Society, FSB shall serve as plan administrator; and WHEREAS, pursuant to Section 5.1 of the Plan, the Plan may be amended or modified from time to time by the Board, as the successor to the Board of Trustees of Beneficial Bank, provided that no amendment shall deprive a participant in the Plan of any benefit accrued under the Plan as of the date of adoption of such amendment. NOW, THEREFORE, the Board hereby amends the Plan as follows, effective as of the effective time of the Merger: Section 2.2 is amended to read as follows: 2.2. “Administrator” shall mean the Human Capital Management Department of Wilmington Savings Fund Society, FSB. * * * *

IN WITNESS WHEREOF, the Bank has caused this amendment to be executed by its duly authorized officer. WILMINGTON SAVINGS FUND SOCIETY, FSB /s/ Rodger Levenson Duly Authorized Officer

EXHIBIT 10.4 BENEFICIAL MUTUAL SAVINGS BANK ELECTIVE DEFERRED COMPENSATION PLAN AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2012

BENEFICIAL MUTUAL SAVINGS BANK ELECTIVE DEFERRED COMPENSATION PLAN TABLE OF CONTENTS Page ARTICLE I PURPOSE 1 ARTICLE II DEFINITIONS 2 2.1 401(k) Plan 2 2.2 Basic Contributions 2 2.3 Beneficiary 2 2.4 Board 2 2.5 Code 2 2.6 Committee 2 2.7 Compensation 2 2.8 Deferred Compensation 2 2.9 Deferred Compensation Account 2 2.10 Deferred Compensation Agreement 3 2.11 Disability Retirement 3 2.12 Early Retirement 3 2.13 Effective Date 3 2.14 Eligible Employee 3 2.15 Employee 3 2.16 Employer 3 2.17 Employer Matching Contributions 3 2.18 Employer Profit Sharing Contributions 3 2.19 Entry Date 3 2.20 Hour of Service 3

2.21 Late Retirement 3 2.22 Matching Contribution 4 2.23 Normal Retirement 4 2.24 Participant 4 2.25 Plan Benefit 4 2.26 Plan Year 4 2.27 Profit Sharing Contribution 4 2.28 Salary Reduction Contributions 4 2.29 Separation from Service 4 2.30 Specified Employee 4 2.31 Trust 4 ARTICLE III ELIGIBILITY AND PARTICIPATION 4 3.1 Eligibility 4 i

3.2 Participation 5 3.3 Deferred Compensation Agreements 5 3.4 Performance-Based Compensation 5 ARTICLE IV DEFERRED COMPENSATION ACCOUNT 5 4.1 Deferred Compensation 5 4.2 Employer Matching Contributions 5 4.3 Employer Profit Sharing Contributions 6 4.4 Vesting 6 4.5 Participant-Directed Investment Options 6 4.6 Statement of Account 6 ARTICLE V PLAN DISTRIBUTIONS 7 5.1 Termination Benefits 7 5.2 Retirement and Disability Benefits 7 5.3 Death Benefits 7 5.4 Unforeseeable Emergency Distributions 7 5.5 Election of Form of Benefit Payment 8 5.6 Distribution Elections 8 5.7 Form of Benefit Payments 9 5.8 Withholding for Payroll Taxes 9 5.9 Commencement of Payments 9 5.10 Payment to Guardian 9 5.11 Transition Distribution Elections 9 5.12 Distributions to Specified Employees 10 5.13 Cashouts 10

5.14 Separation from Service Prior to 2009 10 ARTICLE VI ~Heading 1~ BENEFICIARY DESIGNATION 10 6.1 Beneficiary Designation 10 6.2 Amendments 10 6.3 No Beneficiary Designation 10 6.4 Effect of Payment 11 6.5 Death of Beneficiary 11 ARTICLE VII ADMINISTRATION 12 7.1 Committee 12 7.2 Agents 12 7.3 Binding Effect of Decisions 12 7.4 Indemnity of Committee 12 ARTICLE VIII CLAIMS PROCEDURE 13 8.1 Claim 13 ii

8.2 Denial of Claim 13 8.3 Review of Claim 13 8.4 Final Decision 13 ARTICLE IX AMENDMENT, MERGER AND TERMINATION OF PLAN 14 9.1 Amendment of Plan 14 9.2 Merger of Plan 14 9.3 Termination of Plan 14 ARTICLE X MISCELLANEOUS 15 10.1 Unfunded Plan 15 10.2 Unsecured General Creditor 15 10.3 Nonassignability 15 10.4 Not a Contract of Employment 15 10.5 Participant Cooperation 15 10.6 Terms 15 10.7 Captions 15 10.8 Governing Law 16 10.9 Validity 16 10.10 Notice 16 10.11 Successors 16 10.12 Prohibition on Acceleration of Payments 16 iii

BENEFICIAL MUTUAL SAVINGS BANK ELECTIVE DEFERRED COMPENSATION PLAN AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2012 ARTICLE I PURPOSE The purpose of this Elective Deferred Compensation Plan (hereinafter referred to as the “Plan”) is to permit a select group of management or highly compensated employees of Beneficial Mutual Savings Bank and its affiliates as described herein (the “Employer”) to elect to defer compensation and to provide for the distribution of benefits at the time and in the manner described herein. The Plan is designed to allow these employees to maximize their ability to save on a tax-deferred basis and providing such key employees those benefits that would have been available under the Beneficial Mutual Savings Bank Employees’ Savings and Stock Ownership Plan but have been curtailed by application of - - (a) the limitation on elective deferral contributions under the Plan or under Section 402(g) of the Code; (b) the limitation on compensation taken into account under a qualified plan under Section 401(a)(17) of the Code; (c) the limitation on annual additions to qualified retirement plans under Section 415(c) of the Code; and (d) the nondiscrimination testing requirements under Section 401(k) and (m) of the Code. The Plan is intended to constitute a nonqualified deferred retirement plan which, in accordance with ERISA §§ 201(2), 301(a)(3) and 401(a)(1), is “unfunded and maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.” This Plan was amended and restated, effective as of January 1, 2009, to conform to the requirements of Section 409A of the Code and the regulations issued thereunder. This Plan is hereby further amended and restated, effective as of January 1, 2012, to allow for greater flexibility with respect to non-elective contributions made by the Employer on behalf of participating employees. This amended and restated Plan shall apply to amounts deferred (including earnings thereon) by a Participant after December 31, 2004. Amounts deferred by a Participant prior to January 1, 2005, including earnings thereon, shall be governed by the terms of the Plan in effect on December 31, 2004. 1

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: 2.1 401(k) Plan. “401(k) Plan” means the Beneficial Mutual Savings Bank Employees’ Savings and Stock Ownership Plan, as sponsored by Beneficial Mutual Savings Bank, or any successor plan thereto providing a cash or deferred arrangement described in Section 401(k) of the Code in which the Participants in this Plan also participate and which is sponsored by the Employer. 2.2 Basic Contributions. “Basic Contributions” shall have the same meaning as the definition of the term in the 401(k) Plan. 2.3 Beneficiary. “Beneficiary” means the person, persons, or entity designated by the Participant to receive any amounts payable from the Participant’s Deferred Compensation Account after the Participant’s death. 2.4 Board. “Board” means the Board of Trustees of Beneficial Mutual Savings Bank. 2.5 Code. “Code” means the Internal Revenue Code of 1986, as amended from time to time. 2.6 Committee. “Committee” means those individuals appointed by Beneficial Mutual Savings Bank to administer this Plan. 2.7 Compensation. “Compensation” means the total compensation paid by the Employer to a Participant during the Plan Year, including bonuses and amounts not includable in income by reason of a Participant’s agreement to defer Compensation under the terms of this Plan or a Participant’s election under a cash or deferred arrangement under Section 401(k) of the Code or a cafeteria plan described in Section 125 of the Code. 2.8 Deferred Compensation. “Deferred Compensation” means the amount of Compensation not yet earned which the Participant and the Employer mutually agree shall be deferred pursuant to a Deferred Compensation Agreement in accordance with the provisions of this Plan. 2.9 Deferred Compensation Account. “Deferred Compensation Account” means the individual account maintained in a Rabbi Trust established and maintained by the Employer to which Deferred Compensation, Employer Matching Contributions and Employer Profit Sharing Contributions for each Participant are credited, and to which interest, dividends, and investment gains are added to the account and the amount of any distributions, investment loses, and expenses are deducted from the account. 2

2.10 Deferred Compensation Agreement. “Deferred Compensation Agreement” means the agreement between the Employer and the Employee to defer Compensation under the terms of the Plan. 2.11 Disability Retirement. “Disability Retirement” means that the Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of the Employer. 2.12 Early Retirement. “Early Retirement” means retirement from service with the Employer which becomes effective on the first day of the month immediately following the Plan Year quarter during which the Participant attains age 55. 2.13 Effective Date. “Effective Date” of this amended and restated Plan means January 1, 2012. The Effective Date of the original Plan was October 1, 1996. 2.14 Eligible Employee. “Eligible Employee” means a highly compensated employee or a select member of management who the Compensation Committee of the Board of Directors of Beneficial Mutual Bancorp, Inc. determines is eligible to participate in the Plan. 2.15 Employee. “Employee” means an individual employed as a common law employee of the Employer. 2.16 Employer. “Employer” means Beneficial Mutual Savings Bank, having its principal place of business in the Commonwealth of Pennsylvania including all members of the controlled group of corporations or trades or businesses under common control as defined under Code Section 414(b) and (c) respectively, or any successors to the business thereof. 2.17 Employer Matching Contributions. “Employer Matching Contribution” means the contributions, if any, that are credited to the Participant’s Deferred Compensation Account in accordance with the matching contribution provisions of the Plan. 2.18 Employer Profit Sharing Contributions. “Employer Profit Sharing Contributions” means the contributions, if any, that are credited to the Participant’s Deferred Compensation Account in accordance with the profit sharing contribution provisions of the Plan. 2.19 Entry Date. “Entry Date” means the date on which an Employee becomes an Eligible Employee. 2.20 Hour of Service. “Hour of Service” shall have the same meaning as the definition of the term in the 401(k) Plan. 2.21 Late Retirement. “Late Retirement” means retirement from service with the Employer after the Participant has attained age 65 which becomes effective on the first 3

day of the month immediately following the Plan Year quarter during which the Participant retires from service with the Employer. 2.22 Matching Contribution. “Matching Contribution” (but not “Employer Matching Contribution”) shall have the same meaning as the definition of the term in the 401(k) Plan. 2.23 Normal Retirement. “Normal Retirement” means retirement from service with the Employer which becomes effective on the first day of the month immediately following the Plan Year quarter during which the Participant attains age 65. 2.24 Participant. “Participant” means any individual who is participating or has participated in this Plan. 2.25 Plan Benefit. “Plan Benefit” means the benefit payable to a Participant as determined in accordance with the provisions of this Plan. 2.26 Plan Year. “Plan Year” means the twelve (12) consecutive month period beginning January 1 and ending December 31. 2.27 Profit Sharing Contribution. “Profit Sharing Contribution” (but not “Employer Profit Sharing Contribution”) shall have the same meaning as the definition of the term in the 401(k) Plan. 2.28 Salary Reduction Contributions. “Salary Reduction Contribution” shall have the same meaning as the definition of the term in the 401(k) Plan. 2.29 Separation from Service. “Separation from Service” or “Separates from Service” means the severance of a Participant’s employment as determined in accordance with Section 409A of the Code. 2.30 Specified Employee. “Specified Employee” means an Employee who, as of the date of the Employee’s Separation from Service is a key employee (as defined in Section 416(i) of the Code without regard to paragraph (5) thereof) of the Employer, but only if any stock of the Employer is publicly-traded on an established securities market or otherwise. 2.31 Trust. “Trust” means the Rabbi Trust established and maintained by the Employer for the purpose of accepting contributions under the Plan and to which interest, dividends, and investment gains are added and from which the amount of any distributions, investment losses, and expenses are deducted. ARTICLE III ELIGIBILITY AND PARTICIPATION 3.1 Eligibility. Participation in this Plan is limited to those Employees who are Eligible Employees. 4

3.2 Participation. Participation in the Plan shall commence on the date that an Eligible Employee executes a Deferred Compensation Agreement in the form and manner described in Section 3.3 or, if later, the date as of which the Employer first determines that an Employer Matching Contribution or an Employer Profit Sharing Contribution shall be credited to the Eligible Employee’s Deferred Compensation Account. In the first Plan Year in which an Employee becomes an Eligible Employee, the Eligible Employee may execute a Deferred Compensation Agreement with respect to Compensation paid for services to be performed in that Plan Year subsequent to execution of that Agreement provided that the Deferred Compensation Agreement is executed within 30 days after the date that the Employee became an Eligible Employee. In all other instances, Deferred Compensation Agreements shall be executed before the beginning of the Plan Year in which the Compensation is payable. Participation in this Plan is not predicated on participation in the 401(k) Plan. 3.3 Deferred Compensation Agreements. A Deferred Compensation Agreement shall be effective as of the first day of the payroll period beginning immediately following the first day of the Plan Year or the first day of the payroll period beginning immediately following the Entry Date. A Deferred Compensation Agreement will remain in effect for the initial Plan Year and each Plan Year thereafter. A Deferred Compensation Agreement may not be changed with respect to the Plan Year. Any modification or revocation of a Deferred Compensation Agreement shall only be effective beginning with the Plan Year following the Plan Year in which the modification or revocation is made. 3.4 Performance-Based Compensation. In the case of any performance-based compensation, within the meaning of Section 409A of the Code, that is based upon a performance period of at least 12 months, an Eligible Employee may make a separate Deferred Compensation Agreement with respect to such compensation no later than the date that is six months before the end of the performance period, provided that the Eligible Employee performs services continuously from a date no later than the date upon which the performance criteria are established through a date no earlier than the Deferred Compensation Agreement with respect with such compensation. In no event shall a Deferred Compensation Agreement be effective with respect to performance-based compensation if it made after such compensation has become substantially certain to be paid and readily accertainable. ARTICLE IV DEFERRED COMPENSATION ACCOUNT 4.1 Deferred Compensation. The amount of Compensation that a Participant elects to defer pursuant to a properly executed Deferred Compensation Agreement shall be made by payroll deduction and credited to the Participant’s Deferred Compensation Account as the non-deferred compensation becomes payable. 4.2 Employer Matching Contributions. For each Plan Year, the Employer will contribute an Employer Matching Contribution on behalf of each Participant who is employed by the Employer on the last day of the Plan Year and has completed at least 5

1,000 Hours of Service during the Plan Year in an amount equal to the excess of (a) the maximum Matching Contribution which could have been allocated to the Participant under the 401(k) Plan, without regard to the level of the Participant’s Salary Reduction Contributions to the 401(k) Plan for the Plan Year, but for the limitations set forth in Sections 401(a)(17), 401(k), 401(m) and 415(c) of the Code, over (b) the maximum Matching Contribution which could have been allocated to the Participant under the 401(k) Plan, without regard to the level of the Participant’s Salary Reduction Contributions to the 401(k) Plan. The amount of such Employer Matching Contribution will be credited to the Participant’s Deferred Compensation Account. 4.3 Employer Profit Sharing Contributions. For each Plan Year, the Employer will contribute an Employer Profit Sharing Contribution on behalf of each Participant who is employed by the Employer on the last day of the Plan Year and has completed at least 1,000 Hours of Service during the Plan Year in an amount equal to the excess of (a) the sum of the Basic Contribution and Profit Sharing Contribution which would have been allocated to the Participant under the 401(k) Plan but for the limitations set forth in Sections 401(a)(17) and 415(c) of the Code, over (b) the sum of the Basic Contribution and Profit Sharing Contribution actually allocated to the Participant under the 401(k) Plan for the Plan Year. The amount of such Employer Profit Sharing Contribution will be credited to the Participant’s Deferred Compensation Account. 4.4 Vesting. A Participant will always be 100% vested in the account balance of his Deferred Compensation Account. However, all funds placed in the Rabbi Trust by the Employer will still be subject to the claims of the Employer’s creditors. Participants have no beneficial ownership in or preferred claim on their Deferred Compensation Accounts until actual payment. The rights of Participants are those of an unsecured general creditor of the Employer as described in Section 10.2 of this Plan. 4.5 Participant-Directed Investment Options. Each Participant shall have the opportunity to direct the investment of his Deferred Compensation Account among the investment options selected by the Committee in multiples of 1%. Transfers among investment options may be made on a quarterly basis throughout the Plan Year, to be effective as soon as administratively feasible. The right to direct investment options shall in no way be interpreted to give the Participant any greater claim to those funds so directed than that which has been granted to the Participant by the terms of this Plan and, specifically, Section 4.4 above. 4.6 Statement of Account. The Committee shall submit to each Participant, within thirty (30) days after the close of each calendar quarter and at such other time as determined by the Committee, a statement setting forth the balance to the credit of the Deferred Compensation Account maintained for a Participant. 6

ARTICLE V PLAN DISTRIBUTIONS 5.1 Termination Benefits. The Employer shall pay a Plan Benefit equal to the amount of the Participant’s Deferred Compensation Account to each Participant who Separates from Service prior to Early Retirement. Except as provided in Section 5.12, the Plan Benefit shall be paid in a lump sum as soon as practicable following the Participant’s Separation from Service, but not later than the last day of the calendar year in which the Participant Separates from Service or, if later, by the 15th day of the third calendar month following the Participant’s Separation from Service. A Participant shall not be permitted, directly or indirectly, to designate the taxable year of the payment. 5.2 Retirement and Disability Benefits. The Employer shall pay a Plan Benefit equal to the amount of the Participant’s Deferred Compensation Account to each Participant who Separates from Service on account of Disability, Early, Normal, or Late Retirement in accordance with this Article V. 5.3 Death Benefits. Upon the death of a Participant, the Employer shall pay to the Participant’s Beneficiary an amount determined as follows: (a) If the Participant dies after Separation from Service with the Employer, the amount payable shall be equal to the remaining unpaid balance of the Participant’s Deferred Compensation Account. Benefits shall be paid in a lump sum to his Beneficiary, except as otherwise elected by the Participant in accordance with this Article V. (b) If the Participant dies prior to Separation from Service with the Employer, the amount payable shall be the Participant’s Deferred Compensation Account balance at the time death occurs. Prior to his death, a Participant may elect, in accordance with Section 5.6, that death benefits be paid to his Beneficiary in a form described in Section 5.7. If the Participant does not elect a form of payment, benefits shall be paid in a lump sum to his Beneficiary. 5.4 Unforeseeable Emergency Distributions. Upon a finding that a Participant has suffered an unforeseeable emergency, the Committee may, in its sole discretion, allow a distribution from the Participant’s Deferred Compensation Account prior to the time specified for payment of benefits under the Plan. An “unforeseeable emergency” is a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, Beneficiary or dependent (as defined in Section 152 of the Code without regard to Section 152(b)(1), (b)(2) and (d)(1)(B)); loss of the Participant’s property due to casualty (including the need to rebuild a home following damage not otherwise covered by insurance); or other similar or unforeseeable circumstances arising as a result of events beyond the control of the Participant. A distribution on account of an unforeseeable emergency may not be made to the extent that such emergency is or may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the 7

Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship, or by cessation of deferrals under the Plan. A distribution because of an unforeseeable emergency must be limited to the amount reasonably necessary to satisfy the emergency need (which may include amounts necessary to pay any federal, state, local or foreign income taxes or penalties reasonably anticipated to result from the distribution). Following an emergency distribution, a Participant’s Deferred Compensation Agreement will be canceled and no further Compensation may be deferred for the remainder of the Plan Year. 5.5 Election of Form of Benefit Payment. With respect to a Participant who retires at Early, Normal or Late Retirement, Plan Benefits shall be paid in one of the forms provided in Paragraph 5.7 as elected by the Participant in accordance with Sections 5.6 or 5.11. A Participant who fails to elect the form of benefit payment shall be deemed to have elected a Plan Benefit in the form of a lump-sum payment. The Participant’s form of benefit election shall be irrevocable, unless the Participant changes his election in accordance with Section 5.6. With respect to a Participant who Separates from Service prior to Early, Normal or Late Retirement, Plan Benefits shall be paid in a lump sum. 5.6 Distribution Elections. Except as provided in Section 5.11, a Participant shall elect the form and time of distribution of his Plan Benefit not later than the date by which the Participant makes his initial election to defer Compensation under the Plan or, if later, the 30th day after the date as of which the Employer first determines that an Employer Matching Contribution or an Employer Profit Sharing Contribution shall be credited to the Participant’s Deferred Compensation Account. A Participant shall be entitled to elect the form of payment of his Plan Benefit that is payable upon the Participant’s Separation from Service after Early, Normal or Late Retirement. A Participant may elect that his Plan Benefit be paid in a form listed in Section 5.7. A Participant shall also be entitled to elect the form of payment to his Beneficiary in the event of the Participant’s death. If the Participant does not elect a form of payment, benefits shall be paid in a lump sum. A Participant may elect to change his distribution election provided that such election change satisfies (a) through (c) below: (a) The election change may not take effect until at least 12 months after the date on which such election is made. (b) In the case of an election related to a payment that is not on account of Disability or death, the payment with respect to such election is made must be deferred for period of not less than five years from the date such payment would otherwise have been paid (or in the case of installment payments, five years from the date the first installment is scheduled to be paid). (c) Any election related to a payment at a specified time or pursuant to a fixed schedule may not be made less than 12 months prior to the date the payment is scheduled to be paid (or in the case of installment payments, 12 months prior to the date of the first installment scheduled to be paid). 8

5.7 Form of Benefit Payments. (a) Monthly installments, either (i) over the Participant’s or Beneficiary’s life expectancy, whichever is applicable, or (ii) over a period certain equal to the number of years specified by the Participant. Payments that are made over a life expectancy period shall be calculated in the same manner that is prescribed by Treasury Regulations Section 1.401(a)(9)-l through 1.401(a)(9)-9 for determining minimum required distributions and by using the Single Life Table set forth in Section 1.401(a)(9)-9 of the Regulations. Payments that are made over a periodic certain shall be calculated each Plan Year by multiplying the value of the Participant’s Deferred Compensation Account as of the end of the prior Plan Year by a fraction, the numerator of which is one and the denominator of which is the number of years that remain in the period certain elected by the Participant. (b) A lump-sum payment. 5.8 Withholding for Payroll Taxes. The Employer shall withhold from Plan Benefits any income or employment taxes required to be withheld from a Participant’s wages. 5.9 Commencement of Payments. Except as elected by a Participant in accordance with Sections 5.6 or 5.11 or as provided by Section 5.12, payment of benefits shall commence as soon as practicable after the occurrence of the distributable event for which a Participant or Beneficiary becomes eligible to receive a Plan Benefit, but not later than the last day of the Plan Year in which such event occurs or, if later, by the 15th day of the third calendar month following the occurrence of such event. A Participant or a Beneficiary shall not be permitted, directly or indirectly, to designate the taxable year in which payments shall commence. 5.10 Payment to Guardian. If a Plan Benefit is payable to a minor or a person declared incompetent or to a person incapable of handling the disposition of property, the Committee may direct payment of such Plan Benefit to the guardian, legal representative or person having the care and custody of such minor or incompetent person. The Committee may require proof of incompetency, minority, incapacity or guardianship as it may deem appropriate prior to distribution of the Plan Benefit. Such distribution shall completely discharge the Committee and the Employer from all liability with respect to such Plan Benefit. 5.11 Transition Distribution Elections. Notwithstanding anything in the Plan to the contrary, a Participant may make a distribution election on or before December 31, 2008, with respect to both the time and form of payment of Plan Benefits that are payable upon the Participant’s Early, Normal or Late Retirement or upon death. With respect to any such election, the election may only apply to an amount that would not otherwise be payable in 2008 and may not cause an amount to be paid in 2008 that would not otherwise be payable in 2008. Such election may specify the form of 9

benefit payment in accordance with Section 5.7 as well as the timing of when such benefit payments shall commence. 5.12 Distributions to Specified Employees. In the case of a Participant who is a Specified Employee on the date of his Separation from Service, no distribution shall be made to the Participant before the date which is six months after the date of such Separation from Service, except in the case of the Participant’s death or Disability. 5.13 Cashouts. Notwithstanding anything in the Plan to the contrary and notwithstanding the Participant’s distribution election, a mandatory lump sum payment shall be made to the Participant or to his Beneficiary (in the case of the death of the Participant) if the value of the Participant’s Plan Benefit is not greater than the applicable dollar amount under Section 402(g)(1)(B) of the Code. A mandatory lump sum payment shall result in the termination and liquidation of the entirety of the Participant’s interest under the Plan, including all agreements, methods, programs or other arrangements with respect to which the deferrals of compensation are treated as having been deferred under a single non-qualified deferred compensation plan under Section 1.409A-1(c)(2) of the Income Tax Regulations. Such lump sum payment shall be made as soon as practicable after the occurrence of the distributable event for which a Participant or Beneficiary becomes eligible to receive a Plan Benefit, but not later than the last day of the Plan Year in which such event occurs or, if later, by the 15th day of the third calendar month following the occurrence of the event. A Participant or Beneficiary shall not be permitted, directly or indirectly, to designate the taxable year in which such payment shall be made. 5.14 Separation from Service Prior to 2009. If a Participant separated from service prior to 2009 and has not commenced benefits by December 31, 2008, payment of benefits shall be made in a lump sum not later than December 31, 2009. ARTICLE VI BENEFICIARY DESIGNATION 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 and contingent) to whom payment under this Plan shall be paid in the event of death prior to complete distribution of the Participant’s Plan Benefit. Each beneficiary designation shall be in a written form prescribed by the Committee and will be effective only when filed with the Committee during the Participant’s lifetime. 6.2 Amendments. Any Beneficiary designation may be changed by a Participant without the consent of any designated Beneficiary by the filing of a new Beneficiary Designation with the Committee. The filing of a new Beneficiary Designation form will cancel all Beneficiary Designations previously filed. 6.3 No Beneficiary Designation. If any Participant fails to designate a Beneficiary in the manner provided above, or if the Beneficiary designated by a deceased Participant predeceases the Participant, the Committee, shall direct the Employer to distribute such 10

Participant’s Plan Benefit (or the balance thereof) in the following order of priority: (a) to the Participant’s surviving spouse, if any; or (b) if the Participant shall have no surviving spouse, then to the Participant’s surviving children in equal shares; or (c) if the Participant shall have no surviving spouse or children, then to the Participant’s estate; or (d) in the absence of an estate, in accordance with the intestate statute of the Participant’s domicile. 6.4 Effect of Payment. Payment to the Beneficiary or as provided in Section 6.3 above, shall completely discharge Employer’s obligations under this Plan. 6.5 Death of Beneficiary. Following commencement of payment of Plan Benefit to the Beneficiary, if the Beneficiary dies before receiving a complete distribution of the Plan Benefit, the Committee shall direct the Employer to distribute the balance of such Plan Benefit in a lump sum; (a) as designated by the Beneficiary in a written form prescribed by the Committee which is effective only when filed with the Committee during the Beneficiary’s lifetime; or (b) if the Beneficiary shall not have made such designation, then to the Beneficiary’s estate. 11

ARTICLE VII ADMINISTRATION 7.1 Committee. This Plan shall be administered by the Committee. Members of the Committee may be Participants under the Plan. 7.2 Agents. The Committee may appoint an individual to be the Committee’s agent with respect to the day-to-day administration of the Plan. In addition, the Committee may, from time to time, employ other agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Employer. 7.3 Binding Effect of Decisions. The decision or action of the Committee with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and binding upon all persons having any interest in the Plan. 7.4 Indemnity of Committee. The Employer shall indemnify and hold harmless each of the members of the Committee against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to this Plan, except in the case of gross negligence or willful misconduct by such members of the Committee. 12

ARTICLE VIII CLAIMS PROCEDURE 8.1 Claim. Any person claiming a Plan Benefit shall present the request in writing to the Committee which shall respond in writing as soon as practicable. 8.2 Denial of Claim. If the claim is denied, the written notice of denial shall be made within ninety (90) days of the date of receipt of such claim or request by the Committee and shall state: (a) The reason for denial, with specific reference to the Plan provisions on which the denial is based. (b) A description of any additional material or information required and an explanation of why it is necessary. (c) An explanation of the Plan’s claim review procedure. 8.3 Review of Claim. Any person whose claim or request is denied or who has not received a response within ninety (90) days may request review by notice given in writing to the Committee within sixty (60) days of receiving a response or one hundred fifty (150) days from the date the claim was received by the Committee. The claim or request shall be reviewed by the Committee who may, but shall not be required to, grant the claimant a hearing. On review, the claimant may have representation, examine pertinent documents, and submit issues and comments in writing. 8.4 Final Decision. The decision on review shall normally be made within sixty (60) days after the Committee’s receipt of a request for review. If an extension of time is required for a hearing or other special circumstances, the claimant shall be notified and the time for the extension shall be limited to one hundred twenty (120) days after the Committee’s receipt of a request for review. The decision shall be in writing and shall state the reasons and relevant Plan provisions. All decisions on review shall be final and bind all parties concerned. 13

ARTICLE IX AMENDMENT, MERGER AND TERMINATION OF PLAN 9.1 Amendment of Plan. The Board may at any time amend the Plan in whole or in part, provided, however, that no amendment shall be effective to decrease or restrict any Deferred Compensation Account maintained pursuant to any existing Deferred Compensation Agreement under the Plan. 9.2 Merger of Plan. The Board may at any time merge the Plan and its related Trust into another non- qualified plan maintained by the Employer or any member of a controlled group of corporations or trades or businesses under common control as defined in Code Section 414(b) or (c), respectively. 9.3 Termination of Plan. The Board 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 Employer, provided that the termination and liquidation of the Plan occur in accordance with the requirements of Treasury Regulation Section 1.409A-3(j)(4)(ix)(A), (B), (C) or (D), as applicable, in which case the value of each Participant’s Deferred Compensation Account shall be paid to him or her (or his or her Beneficiary, if applicable) in a single lump sum. 14

ARTICLE X MISCELLANEOUS 10.1 Unfunded Plan. This Plan is intended to be an unfunded plan that is maintained primarily to provide deferred compensation benefits for a select group of management employees or highly compensated employees. This Plan is not intended to create an investment contract, but to provide tax deferral opportunities and retirement benefits to Eligible Employees who have elected to participate in the Plan. 10.2 Unsecured General Creditor. Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise of Employer to pay money in the future. Under the provisions of this Plan, Participants’ rights will be those of unsecured general creditors of the Employer. 10.3 Nonassignability. 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 expressly declared to be unassignable and nontransferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure or separation 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 an other person’s bankruptcy or insolvency. 10.4 Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between the Employer and the Participant, and the Participant (or the Participant’s Beneficiary) shall have no rights against the Employer 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 Employer or to interfere with the right of the Employer to discipline or discharge the Participant at any time. 10.5 Participant Cooperation. A Participant will cooperate with the Employer by furnishing any and all information requested by the Employer in order to facilitate the payment of benefits hereunder and such other action as may be requested by the Employer. 10.6 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. 10.7 Captions. The captions of 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. 15

10.8 Governing Law. The provisions of this Plan shall be construed and interpreted according to the laws of the Commonwealth of Pennsylvania. 10.9 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. 10.10 Notice. Any notice or filing required or permitted to be given to the Committee under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to any member of the Committee or the President of the Employer. 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. 10.11 Successors. The provisions of this Plan shall bind and inure to the benefit of the Employer 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 Employer, and successors of any such corporation or other business entity. 10.12 Prohibition on Acceleration of Payments. Except as provided by Section 409A of the Code and the regulations thereunder, the Plan shall not permit the acceleration of the time or schedule of any payment or amount scheduled to be paid pursuant to the terms fo the Plan, and no accelerated payment may be made whether or not provided for under the terms of the Plan. IN WITNESS WHEREOF, and pursuant to resolution of the Board of Trustees of the undersigned corporation, such corporation has caused this amended and restated Plan to be executed by its duly authorized officers, effective as of January 1, 2012, on this 20th day of December, 2012. ATTEST: BENEFICIAL MUTUAL SAVINGS BANK /s/ William J. Kline, Jr. By: /s/ Thomas D. Cestare 16

AMENDMENT TO THE BENEFICIAL MUTUAL SAVINGS BANK ELECTIVE DEFERRED COMPENSATION PLAN AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2012 This amendment is adopted by the Board of Trustees (the "Board") of Beneficial Bank (the "Bank") on February 14, 2019. WHEREAS, the Bank adopted the Beneficial Mutual Savings Bank Elective Deferred Compensation Plan, as amended and restated effective as of January 1, 2012, ("Plan") to permit a select group of management or highly compensated employees of the Bank and its affiliates to elect to defer compensation; and WHEREAS, the Bank desires to amend the Plan to clarify the rights of any successor to the Bank; and WHEREAS, Section 9.1 of the Plan provides that the Plan may be amended or modified from time to time by the Board. NOW, THEREFORE, the Board hereby amends the Plan as follows: FIRST CHANGE Section 2.6 is amended to read as follows: 2.6 Committee. "Committee" means those individuals appointed by Beneficial Mutual Savings Bank or any successor to the Bank by merger, purchase of stock or assets, or otherwise to administer this Plan. SECOND CHANGE Section 9.1 is amended to read as follows: 9.1 Amendment of Plan. The Board or any successor to the Board by merger, purchase of stock or assets, or otherwise may at any time amend the Plan in whole or in part, provided, however, that no amendment shall be effective to decrease or restrict any Deferred Compensation Account maintained pursuant to any existing Deferred Compensation Agreement under the Plan. * * * *

IN WITNESS WHEREOF, the Bank has caused this Amendment to be executed by its duly authorized officer on the 21 day of February, 2019. BENEFICIAL BANK /s/ Thomas Cestare For the Board of Trustees

AMENDMENT TO THE BENEFICIAL MUTUAL SAVINGS BANK ELECTIVE DEFERRED COMPENSATION PLAN AS AMENDED AND RESTATED This amendment is adopted by the Board of Directors (the “Board”) of Wilmington Savings Fund Society, FSB (the “Bank”). WHEREAS, on March 1, 2019, WSFS Financial Corporation and the Bank acquired Beneficial Bancorp, Inc. and its wholly owned subsidiary, Beneficial Bank, in transactions pursuant to which Beneficial Bank merged into the Bank, with the Bank continuing as the surviving entity (the “Merger”); WHEREAS, immediately prior to the Merger Beneficial Bank maintained the Beneficial Mutual Savings Bank Elective Deferred Compensation Plan, as amended and restated (the “Plan”), and, in connection with the Merger, the Bank assumed sponsorship of the Plan effective as of the closing of the Merger; and WHEREAS, the Board wishes to amend the Plan in connection with the Merger, so that as of the effective time of the Merger, the Human Capital Management Department of Wilmington Savings Fund Society, FSB shall serve as plan administrator; and WHEREAS, Section 9.1 of the Plan provides that the Plan may be amended or modified from time to time by the Board, as successor to the Board of Trustees of Beneficial Bank, provided, however, that no amendment shall be effective to decrease or restrict any Deferred Compensation Account maintained pursuant to any existing Deferred Compensation Agreement under the Plan. NOW, THEREFORE, the Board hereby amends the Plan as follows, effective as of the effective time of the Merger: Effective as of the effective time of the Merger, Section 2.6 is amended to read as follows: 2.6 Committee. “Committee” means the plan administrator, and includes the Human Capital Management Department of Wilmington Savings Fund Society, FSB. * * * *

IN WITNESS WHEREOF, the Bank has caused this amendment to be executed by its duly authorized officer. WILMINGTON SAVINGS FUND SOCIETY, FSB /s/ Rodger Levenson Duly Authorized Officer



WSFS FINANCIAL CORPORATION
	(Exact name of registrant as specified in its charter)

Delaware		22-2866913
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification Number)

500 Delaware Avenue, Wilmington, Delaware		19801
(Address of principal executive offices)		(Zip Code)

	(302) 792-6000
	(Registrant’s telephone number, including area code)

	Not Applicable
	(Former name or former address, if changed since last report)



Large accelerated filer	x	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

Emerging growth company	☐



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	WSFS	Nasdaq Global Select Market



	PART I. Financial Information	Page
Item 1.	Financial Statements (Unaudited)
	Consolidated Statements of Income for the Three Months Ended March 31, 2019 and 2018	5
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2019 and 2018	6
	Consolidated Statements of Financial Condition as of March 31, 2019 and December 31, 2018	7
	Consolidated Statements of Changes in Stockholders' Equity for the Three Months Ended March 31, 2019 and 2018	8
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018	9
	Notes to the Consolidated Financial Statements for the Three Months Ended March 31, 2019	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	53
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	66
Item 4.	Controls and Procedures	66
PART II. Other Information
Item 1.	Legal Proceedings	67
Item 1A.	Risk Factors	67
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	67
Item 3.	Defaults upon Senior Securities	68
Item 4.	Mine Safety Disclosures	68
Item 5.	Other Information	68
Item 6.	Exhibits	68



	Three Months Ended March 31,
	2019			2018
(Dollars in thousands, except per share data)	(Unaudited)
Interest income:
Interest and fees on loans and leases	$	87,117		$	60,465
Interest on mortgage-backed securities	10,466			5,399
Interest and dividends on investment securities:
Taxable	19			17
Tax-exempt	1,025			1,103
Other interest income	950			629
	99,577			67,613
Interest expense:
Interest on deposits	10,942			5,240
Interest on Federal Home Loan Bank advances	2,590			2,463
Interest on senior debt	1,179			1,179
Interest on federal funds purchased	787			446
Interest on trust preferred borrowings	726			557
Interest on other borrowings	39			14
	16,263			9,899
Net interest income	83,314			57,714
Provision for loan losses	7,654			3,650
Net interest income after provision for loan losses	75,660			54,064
Noninterest income:
Credit/debit card and ATM income	11,515			9,805
Investment management and fiduciary income	10,147			9,189
Deposit service charges	4,746			4,630
Mortgage banking activities, net	2,092			1,737
Loan fee income	885			599
Securities gains, net	15			21
Unrealized gains on equity investments	3,798			15,346
Bank owned life insurance income	217			232
Other income	7,707			5,908
	41,122			47,467
Noninterest expense:
Salaries, benefits and other compensation	36,205			29,853
Occupancy expense	6,367			5,248
Equipment expense	3,989			3,089
Data processing and operations expenses	2,588			1,907
Professional fees	1,872			1,725
Marketing expense	1,590			758
FDIC expenses	620			599
Loan workout and OREO expenses	108			426
Corporate development expense	26,627			—
Restructuring expense	4,362			—
(Recovery of) provision for fraud loss	—			(1,665		)
Other operating expense	13,264			11,472
	97,592			53,412
Income before taxes	19,190			48,119
Income tax provision	6,260			10,769
Net income	$	12,930		$	37,350
Less: Net loss attributable to noncontrolling interest	(93		)	—
Net income attributable to WSFS	$	13,023		$	37,350
Earnings per share:
Basic	$	0.34		$	1.19
Diluted	$	0.33		$	1.16



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


•	those related to difficult market conditions and unfavorable economic trends in the United States generally, and particularly in the markets in which the Company operates and in which its loans are concentrated, including the effects of declines in housing markets, an increase in unemployment levels and slowdowns in economic growth;


•	the Company’s level of nonperforming assets and the costs associated with resolving problem loans including litigation and other costs;


•	possible additional loan losses and impairment in the collectability of loans;


•	changes in market interest rates, which may increase funding costs and reduce earning asset yields and thus reduce margin;


•	the impact of changes in interest rates and the credit quality and strength of underlying collateral and the effect of such changes on the market value of the Company’s investment securities portfolio;


•	the credit risk associated with the substantial amount of commercial real estate, construction and land development and commercial and industrial loans in our loan portfolio;


•	the Company’s ability to comply with applicable capital and liquidity requirements (including the finalized Basel III capital standards), including our ability to generate liquidity internally or raise capital on favorable terms;


•	possible changes in trade, monetary and fiscal policies, laws and regulations and other activities of governments, agencies, and similar organizations;



	FORM 10-Q


•	system failures or cybersecurity incidents or other breaches of the Company’s network security;


•	the effects of weather and natural disasters such as floods, droughts, wind, tornadoes and hurricanes as well as effects from geopolitical instability and man-made disasters including terrorist attacks;



	March 31, 2019		December 31, 2018
(Dollars in thousands, except per share and share data)	(Unaudited)
Assets:
Cash and due from banks	$	190,611	$	134,939
Cash in non-owned ATMs	457,046		484,648
Interest-bearing deposits in other banks including collateral of $0 at March 31, 2019 and $1,000 at December 31, 2018	155		1,170
Total cash and cash equivalents	647,812		620,757
Investment securities, available for sale (amortized cost of $1,519,643 at March 31, 2019 and $1,224,227 at December 31, 2018)	1,523,196		1,205,079
Investment securities, held to maturity, at cost (fair value $1 49,732 at March 31, 2019 and $149,431 at December 31, 2018)	148,190		149,950
Other investments	48,450		37,233
Loans, held for sale at fair value	33,893		25,318
Loans and leases, net of allowance of $46,3 21 at M arch 31, 2019 and $39,539 at December 31, 2018	8,655,604		4,863,919
Bank owned life insurance	89,449		6,687
Stock in Federal Home Loan Bank of Pittsburgh at cost	12,429		19,259
Other real estate owned	2,233		2,668
Accrued interest receivable	40,441		22,001
Premises and equipment	106,103		44,956
Goodwill	475,493		166,007
Intangible assets	104,770		20,016
Other assets	296,354		65,020
Total assets	$	12,184,417	$	7,248,870
Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Noninterest-bearing	$	2,191,321	$	1,626,252
Interest-bearing	7,482,383		4,014,179
Total deposits	9,673,704		5,640,431
Federal funds purchased	104,275		157,975
Federal Home Loan Bank advances	81,240		328,465
Trust preferred borrowings	67,011		67,011
Senior debt	98,442		98,388
Other borrowed funds	55,400		47,949
Accrued interest payable	6,331		1,900
Other liabilities	308,337		85,831
Total liabilities	10,394,740		6,427,950
Stockholders’ Equity:
Common stock $0.01 par value, 65,000,000 shares authorized; issued 56,941,493 at March 31, 2019 and 56,926,978 at December 31, 2018	569		569
Capital in excess of par value	1,038,494		349,810


•	conditions in the financial markets that may limit the Company’s access to additional funding to meet its liquidity needs;


•	impairment of the Company’s goodwill or other intangible assets;


•	failure of the financial and operational controls of the Company’s Cash Connect ^® division;


•	the success of the Company's growth plans, including the successful integration of past and future acquisitions;


•	the Company’s ability to fully realize the cost savings and other benefits of its acquisitions, manage risks related to business disruption following those acquisitions, and post-acquisition customer acceptance of the Company’s products and services and related customer disintermediation;


•	negative perceptions or publicity with respect to the Company’s trust and wealth management business;


•	adverse judgments or other resolution of pending and future legal proceedings, and cost incurred in defending such proceedings;


•	the Company’s ability to recruit and retain key employees;


•	the effects of problems encountered by other financial institutions that adversely affect the Company or the banking industry generally;


•	possible changes in the speed of loan prepayments by the Company’s customers and loan origination or sales volumes;


•	possible changes in the speed of prepayments of mortgage-backed securities due to changes in the interest rate environment, and the related acceleration of premium amortization on prepayments in the event that prepayments accelerate;


•	regulatory limits on the Company’s ability to receive dividends from its subsidiaries and pay dividends to its stockholders;


•	the effects of any reputation, credit, interest rate, market, operational, legal, liquidity, regulatory and compliance risk resulting from developments related to any of the risks discussed above; and


•	the costs associated with resolving any problem loans, litigation and the effects of other risks and uncertainties, including those discussed in the Company’s Form 10-K for the year ended December 31, 2018 and other documents filed by the Company with the Securities and Exchange Commission from time to time.



(Dollars in thousands, except per share and share amounts)	Shares	Common Stock		Capital in Excess of Par Value		Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Treasury Stock			Total Stockholders' Equity of WSFS			Non-controlling Interest			Total Stockholders' Equity
Balance, December 31, 2017	56,279,527	$	563	$	336,271	$	(8,152	)	$	669,557		$	(273,894	)	$	724,345		$	—		$	724,345
Net income	—	—		—		—			37,350			—			37,350			—			37,350
Other comprehensive income	—	—		—		(12,668		)	—			—			(12,668		)	—			(12,668		)
Cash dividend, $0.09 per share	—	—		—		—			(2,826		)	—			(2,826		)	—			(2,826		)
Issuance of common stock including proceeds from exercise of common stock options	115,032	1		2,612		—			—			—			2,613			—			2,613
Stock-based compensation expense	—	—		946		—			—			—			946			—			946
Repurchase of common stock, 70,000 shares	—	—		—		—			—			(3,481		)	(3,481		)	—			(3,481		)
Balance, March 31, 2018	56,394,559	$	564	$	339,829	$	(20,820	)	$	704,081		$	(277,375	)	$	746,279		$	—		$	746,279

Balance, December 31, 2018	56,926,978	$	569	$	349,810	$	(15,394	)	$	791,031		$	(305,096	)	$	820,920		$	—		$	820,920
Net income	—	—		—		—			13,023			—			13,023			(93		)	12,930
Other comprehensive loss	—	—		—		17,650			—			—			17,650			—			17,650
Cash dividend, $0.11 per share	—	—		—		—			(3,451		)	—			(3,451		)	—			(3,451		)
Issuance of common stock including proceeds from exercise of common stock options	14,515	—		236		—			—			—			236			—			236
Re-issuance of treasury stock in connection with Beneficial merger and related items	—	—		687,898		—			(92		)	262,071			949,877			18			949,895
Stock-based compensation expense	—	—		550		—			—			—			550			—			550
Repurchase of common stock ⁽¹⁾	—	—		—		—			—			(9,053		)	(9,053		)	—			(9,053		)
Balance, March 31, 2019	56,941,493	$	569	$	1,038,494	$	2,256		$	800,511		$	(52,078	)	$	1,789,752		$	(75	)	$	1,789,677


⁽¹⁾	Repurchase of common stock includes 77,452 shares repurchased in connection with the Company's share buyback program approved by the Board of Directors, and 132,993 shares repurchased to cover taxes due on the consideration transferred in the Beneficial acquisition related to the vesting of unrestricted Beneficial stock awards.



(Dollars in thousands)	Fair Value
Consideration Transferred:
Common shares issued (21,816,355)	$	949,968
Cash paid to Beneficial stock and option holders	228,239
Value of consideration	1,178,207
Assets acquired:
Cash and due from banks	304,557
Investment securities	616,703
Loans and leases, net	3,712,157
Premises and equipment	69,132
Deferred income taxes	19,470
Bank owned life insurance	82,510
Core deposit intangible	85,053
Servicing rights intangible	2,466
Other assets	135,474
Total assets	5,027,522
Liabilities assumed:
Deposits	4,055,716
Other liabilities	103,085
Total liabilities	4,158,801
Net assets acquired:	868,721
Goodwill resulting from acquisition of Beneficial	$	309,486



	Three Months Ended March 31,
(Dollars and shares in thousands, except per share data)	2019		2018
Numerator:
Net income attributable to WSFS	$	13,023	$	37,350
Denominator:
Weighted average basic shares	38,874		31,426
Dilutive potential common shares	410		834
Weighted average fully diluted shares	$	39,284	$	32,260
Earnings per share:
Basic	$	0.34	$	1.19
Diluted	$	0.33	$	1.16
Outstanding common stock equivalents having no dilutive effect	39		88



	March 31, 2019
(Dollars in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
Available-for-Sale Debt Securities
CMO	$	395,818	$	2,807	$	3,445	$	395,180
FNMA MBS	875,017		7,490		4,734		877,773
FHLMC MBS	213,248		2,431		747		214,932
GNMA MBS	35,560		199		448		35,311
	$	1,519,643	$	12,927	$	9,374	$	1,523,196
Held-to-Maturity Debt Securities ⁽¹⁾
State and political subdivisions	$	146,188	$	1,592	$	51	$	147,729
Foreign bonds	$	2,002	$	1	$	—	$	2,003
	$	148,190	$	1,593	$	51	$	149,732


Equity Investments ⁽²⁾
Visa Class B shares	$	15,716	$	23,812	$	—	$	39,528
Other equity investments	8,922		—		—		8,922
	$	24,638	$	23,812	$	—	$	48,450


⁽¹⁾	Held-to–maturity securities transferred from available-for-sale are included in held-to-maturity at fair value at the time of transfer. The amortized cost of held-to-maturity securities included net unrealized gains of $1.0 million at March 31, 2019 , related to securities transferred, which are offset in Accumulated other comprehensive loss, net of tax.