Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On January 17, 2013, Michael J. Morris notified Beneficial Mutual Bancorp, Inc. (the "Company") of his intent to retire from the Board of Directors of the Company, Beneficial Savings Bank MHC and Beneficial Bank, effective upon the expiration of his current term at the Company's 2013 annual meeting of shareholders.

---