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Beneficial Mutual Bancorp, Inc., the holding company for Beneficial Mutual Savings Bank, is offering shares of its common stock for sale in a minority stock offering. In addition to the shares offered in our initial public offering, Beneficial Mutual Bancorp, Inc. will be offering shares of its common stock to shareholders of FMS Financial Corporation in connection with the merger of FMS Financial with Beneficial Mutual Bancorp, Inc. FMS Financial shareholders will be given the opportunity to exchange their shares for cash, Beneficial Mutual Bancorp common stock, or a combination thereof. We are raising capital to support Beneficial Mutual Savings Bank’s future growth. In addition, as part of the offering and in furtherance of the Bank’s long-standing commitment to its local community, the Bank intends to establish and fund, through a contribution of cash and shares of our common stock, a charitable foundation to be known as The Beneficial Foundation. The foundation will be dedicated to the promotion of charitable causes within the communities in which the Bank operates.


Effect on Deposits and Loans

Will The Offering Affect Any Of My Deposit Accounts Or Loans?
No. The offering will have no effect on the balance or terms of any deposit account. Your deposits will continue to be federally insured to the fullest extent permissible by law. The terms, including interest rate, of your loans with us will also be unaffected by the offering.

About The Common Stock

Investment in common stock involves certain risks. For a discussion of these risks and other factors, investors are urged to read the accompanying prospectus, particularly the section entitled “Risk Factors”.

Who Can Purchase Stock?
The common stock of Beneficial Mutual Bancorp, Inc. will be offered in the Subscription Offering in the following order of priority:

  1. Eligible Account Holders - depositors of Beneficial Mutual Savings Bank with accounts totaling $50 or more on the close of business November 30, 2005;
  2. Employee stock ownership plan of Beneficial Mutual Savings Bank;
  3. Supplemental Eligible Account Holders - depositors of Beneficial Mutual Savings Bank with accounts totaling $50 or more on the close of business March 31, 2007.
  4. Other Depositors - depositors of Beneficial Mutual Savings Bank with accounts on the close of business April 30, 2007.
Upon completion of the subscription offering, common stock that is not sold in the subscription offering, if any, will be offered first to certain members of the general public in a community offering and then, to the extent any shares remain, to the general public in a syndicated community offering and/or an underwritten public offering.

Am I Guaranteed To Receive Shares By Placing An Order?
No. It is possible that orders received during the offering period will exceed the number of shares being sold. Such an oversubscription would result in shares being allocated among subscribers starting with subscribers who are Eligible Account Holders. If the offering is oversubscribed in the subscription offering, no orders received in the community offering will be filled.

Will Any Account I Hold With The Bank Be Converted Into Stock?
No. All accounts remain as they were prior to the offering.

How Many Shares Of Stock Are Being Offered, And At What Price?
Beneficial Mutual Bancorp, Inc. is offering for sale up to 20,527,500 shares of common stock at a subscription price of $10 per share. Under certain circumstances, BeneficialMutual Bancorp, Inc., may increase the maximum and sell up to 23,606,625 shares.

How Much Stock Can I Purchase?
The minimum purchase is $250 (25 shares).As more fully discussed in the plan of stock issuance described in the prospectus, the maximum purchase by any person in the subscription or community offering is $250,000 (25,000 shares); no person by himself or herself, with an associate or group of persons acting in concert, may purchase more than $500,000 (50,000 shares) of common stock in the offering.

How Do I Order Stock?
You may subscribe for shares of common stock by completing and returning the stock order and certification form, together with your payment, either in person to the main office of Beneficial Mutual Savings Bank or by mail in the postage-paid envelope marked “STOCK ORDER RETURN.” Stock order forms may not be delivered to any of the Bank’s branch offices other than the main office located at 530 Walnut St., Philadelphia, PA. Stock order forms will not be accepted at any branch offices other than the main office.

How Can I Pay For My Shares Of Stock?
You can pay for the common stock by check, cash, money order, or withdrawal from your deposit account or certificate of deposit at Beneficial Mutual Savings Bank. Withdrawals from a deposit account or a certificate of deposit at the Bank to buy common stock may be made without penalty. If you choose to pay by cash, you must deliver the stock order and certification form and payment in person to the main office of Beneficial Mutual Savings Bank and it will be exchanged for a bank check or money order. Please do not send cash in the mail.

Can I Borrow Money From Beneficial Mutual Savings Bank To Purchase The Banks Stock?
No. Regulations prohibit the Bank from making loans to individuals to purchase the Bank’s stock. You may not submit a check, or authorize a withdrawal, from funds drawn on a Beneficial Mutual Savings Bank line of credit.

When Is The Deadline To Subscribe For Stock?
An executed stock order form with the required full payment must be physically received (not postmarked) by Beneficial Mutual Savings Bank no later than 4:00 p.m., Eastern time, on Monday, June 11, 2007.

Can I Subscribe For Shares Using Funds In My Iraat Beneficialmutual Savings Bank?
Federal regulations do not permit the purchase of common stock with your existing IRA account at Beneficial Mutual Savings Bank. To use such funds to subscribe for common stock, you need to establish a “self directed” trust account with an unaffiliated trustee. However, if you intend to use other funds to subscribe for common stock due to your eligibility as an IRA account holder, you need not close and transfer the IRA account. Please call our stock information center if you require additional information. The transfer of such funds takes time, so please make arrangements as soon as possible.

Can I Subscribe For Shares And Add Someone Else Who Is Not On My Account To My Stock Registration?

No. Federal regulations prohibit the transfer of subscription rights. Adding the names of other persons who are not owners of your qualifying account(s) will result in the loss of your subscription rights and could result in legal action against you.

Can I Subscribe For Shares In My Name Alone If I Have A Joint Account?
No. A name can be deleted only in the event of the death of a named eligible depositor.

Will Payments For Common Stock Earn Interest Until The Offering Closes?
Yes. Any payment made in cash or by check or money order will earn interest at Beneficial Mutual Savings Banks passbook rate from the date of receipt to the completion or termination of the offering. Depositors who elect to pay for their common stock by a withdrawal authorization will receive interest at the passbook rate on the account until the completion or termination of the offering.

Will Dividends Be Paid On The Stock?
Beneficial Mutual Bancorp, Inc. has not yet established a cash dividend policy or determined the amount thatmay be paid orwhen paymentsmay begin.

Will My Stock Be Covered By Deposit Insurance?
No.

Where Will The Stock Be Traded?
Following the completion of the offering, our shares of common stock are expected to trade on the Nasdaq Global Select Market under the symbol BNCL.

Can I Change My Mind After I Place An Order To Subscribe For Stock?
No. After receipt, your order may not be modified or withdrawn.

About The Foundation

What Is The The Beneficial Foundation And Why Is It Being Established?
In keeping with the Banks long standing commitment to its community, Beneficial Mutual Bancorp, Inc.s plan of stock issuance provides for the establishment and funding of a charitable foundation to be known as The Beneficial Foundation. The foundation will be dedicated to charitable causes within the communities in which Beneficial Mutual Savings Bank operates.

Additional Information

What If I Have Additional Questions Or Require More Information?
Beneficial Mutual Bancorp, Inc.s prospectus that accompanies this brochure describes the offering in detail. Please read the prospectus carefully before subscribing for stock. If you have any questions after reading the enclosed material, you may call our stock information center 866-254-1216, Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern time. Additional material may only be obtained from the stock information center.






 


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