BENEFICIAL BANK ONLINE BANKING AGREEMENT

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1 BENEFICIAL BANK ONLINE BANKING AGREEMENT Introduction. This Beneficial Bank Online Banking Agreement ("Agreement") explains the terms and conditions for accessing accounts and conducting transactions at Beneficial Bank ("Beneficial", "we", "us" and "our") via our on-line Online Banking site ("Online Banking"). The first time you access your accounts through Online Banking, you agree to be bound by the terms and conditions of this Agreement as in effect from time to time and acknowledge its receipt and your understanding of its terms. Your use of any service will be additional evidence of your agreement to these terms as in effect from time to time. If you want to receive this Agreement in hard copy through the mail, please notify our Customer Contact Center Specialist at: As used in this Agreement, the terms "you" and "your" refer to each person using the Online Banking Service. Benefits of Online Banking. Through Online Banking, you can manage eligible accounts from your home or office on a personal computer. Online Banking can be used to conduct any of the following online financial services ("Services"). Account Information - You can obtain information about your account(s) and transactions. Account Transfers - You can transfer funds between certain linked, qualified accounts with us, including making a transfer to make a loan payment on a loan with Beneficial. Stop Payment Orders - You can Stop Payment on a check. Bill Payments - You can make payments to others. - You can securely communicate with us electronically by using the "Support" option within Online Banking. Check Orders - You can order new checks through us. You can access these Services through our website: Our ability to provide certain Services depends on our ability to obtain services from others, including service providers, and to access third party networks. By using the Services you authorize Beneficial and its service providers to use, copy, modify, display and distribute any information, data, materials or other content that Beneficial or you provide to the applicable processing agent and/or service providers in order to provide the applicable Services. You also acknowledge that in accessing the applicable Services your Beneficial account access number(s), password(s), security question(s) and answers(s), account information, login information, other security or access information and the actual data in your accounts at Beneficial and other financial institutions such as account balances, credit card charges and deposits ("Account Data") are collected and stored in the software for the applicable Services. You authorize Beneficial, in conjunction with the operation and hosting of the applicable Services by its service providers and its and their processing agents, to use certain Account Data to (i) collect Account Data, (ii) reformat and manipulate Account Data, (iii) create and provide hypertext links to your financial institution(s), (iv) access the financial institutions' websites using Account Data, (v) update and maintain your account information, (vi) address errors or service interruptions, (vii) enhance the type of data and services that can be provided to you in the future and (viii) take such other actions as are reasonably necessary to perform the actions described in (i) through (vii) above. You acknowledge that Beneficial's service providers do not review your Account Data for completeness or accuracy and agree that such service providers are not responsible for its completeness or accuracy. You also acknowledge that you and not the service providers are responsible for payment of any charges assessed by Beneficial or any of your other financial institutions for the applicable Services. You represent that you are the legal owner of the Account Data that you provide and that you are authorized to appoint, and do hereby appoint, Beneficial and the applicable service providers and processing agents as your agent with limited power of attorney to access and retrieve your Account Data and to perform all acts required in connection with the

2 applicable Services. You further represent that by disclosing and authorizing the applicable service providers and processing agents to use such Account Data you are not violating any third party agreements or rights. You also represent and warrant that the Account Data you provide to Beneficial and the applicable service providers and processing agents is true, current, correct and complete. You authorize Beneficial and the applicable service providers and processing agents to use information submitted by you to perform the applicable Services and configure the applicable Services to be compatible with your accounts. Account Verification Services. The Account Verification Service is intended to verify your authority and access to external financial accounts by confirming your ability to access to the external financial account (i.e., accounts at other institutions). Your use of the Account Verification Service is subject to the terms and conditions of this Account Verification User Agreement. Proceeding with using this service constitutes your assent to and acceptance of this Agreement. (i) You agree to provide true, accurate, current and complete information about yourself and your accounts maintained at other financial institutions and you agree to not misrepresent your identity or your account information; (ii) By using the Instant Verification Service, you authorize us and our supplier Yodlee, Inc. ("Yodlee") to access third party sites designated by you, on your behalf, to retrieve information requested by you. For all purposes hereof, you hereby grant Beneficial and Yodlee a limited power of attorney, and you hereby appoint Beneficial and Yodlee as your true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for you and in your name, place and stead, in any and all capacities, to access third party internet sites, servers or documents, retrieve information, and use your information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN BENEFICIAL OR YODLEE ACCESSES AND RETRIEVES INFORMATION FROM THIRD PARTY SITES, BENEFICIAL AND YODLEE ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY; (iii) You agree that third party account providers shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you. You understand and agree that the Instant Verification Service is not endorsed or sponsored by any third party account providers accessible through the Instant Verification Service. You are licensing to Beneficial and Yodlee any information, data, passwords, materials or other content (collectively, "Content") you provide through or to the Instant Verification Service. Beneficial and Yodlee may use, modify, display, distribute and create new material using such Content to provide the Instant Verification Service to you. By submitting Content, you automatically agree, or promise that the owner of such Content has expressly agreed that, without any particular time limit, and without the payment of any fees, Beneficial and Yodlee may use the Content for the purposes set out above. As between Beneficial and Yodlee, Beneficial owns your confidential account information; (iv). You agree that the results of the Account Verification Service are for use by you and Beneficial and its service providers only in connection with the Account Verification Service. You agree not to reverse engineer or reverse compile any of the service technology, including but not limited to, any Java applets associated with the Instant Account Service; (v) YOU AGREE THAT NEITHER BENEFICIAL NOR YODLEE NOR ANY OF THEIR AFFILIATES, ACCOUNT PROVIDERS OR ANY OF THEIR AFFILIATES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF BENEFICIAL OR YODLEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE INSTANT VERIFICATION SERVICE OR ANY OTHER MATTER RELATING TO THE INSTANT VERIFICATION SERVICE, INCLUDING BUT NOT LIMITED TO (A) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES, (B) ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE INSTANT VERIFICATION SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANYONE ON THE INSTANT VERIFICATION SERVICE; OR (E) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY ACCOUNT PROVIDER SITE, EVEN IF THE PROVIDER HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES; (vi) You agree to indemnify and hold harmless Beneficial and Yodlee and their affiliates from any and all third party claims, liability, damages, expenses and costs

3 (including, but not limited to, reasonable attorneys' fees) caused by or arising from your use of the Instant Verification Service or your violation of these terms; (vi) You agree that Yodlee is a third party beneficiary of the above provisions, with all rights to enforce such provisions as if Yodlee were a party to this Agreement. In the event any provider or network is unavailable or we determine, in our discretion, that we cannot continue providing any third party network or service access, we may discontinue the related Service or may provide the Service through an alternate third party provider. In such situations, we will have no liability for the unavailability of access. We will not be responsible for any Services you receive from third party vendors. Beneficial may, from time to time, introduce new online financial Services. By using those Services when they become available, you agree to be bound by the terms contained in this Agreement and its subsequent amendments and by any terms and conditions that are specific to particular online financial Services offered through our Online Banking Service. Security & Protecting Your Account. We are strongly committed to protecting the security and confidentiality of our customer account information. We use several techniques to help secure our Online Banking service, including the following: You can only access Beneficial with certain browsers that have a high security standard. You must have a valid Online Banking User ID and Password to logon. If no action is taken for 10 minutes, you will be automatically logged off the Online Banking Service. Privacy and Use of Information. We are committed to protecting your privacy. All information gathered from you in connection with using Online Banking Services will be governed by the provisions of the Beneficial Privacy Policy. You agree that we may, in our sole discretion, collect and retain certain information and use that information to market our products and services to you. The type of information we may collect, retain and use concerning you includes, but is not limited to, your name, address, phone number, and the IP address and other identifiers related to the computers and handheld device(s) you use to access the service. The information is protected in accordance with Beneficial's information security standards. You agree that if you use Online Banking or access any Online Banking Service we may track and record your geographic location and that we may use automated processes to detect any use of an Online Banking Service that violates the terms of this Agreement or applicable law. Requirements. This product is best viewed using a fully updated version of one of the following browsers: Internet Explorer, Mozilla Firefox, Safari or Google Chrome. In addition to compatible software, you must have one or more of the following eligible accounts at Beneficial: Checking Account - Required to use our Bill Pay Service Savings Account Time Deposit Account Consumer Loan Mortgage Loan Credit Line Account

4 Any account that requires two or more signatures to make withdrawals, transfers or other transactions is not eligible for Online Banking Services. Password. Your password will give you access to Beneficial accounts via Online Banking. Beneficial is entitled to act on any instructions it receives using your Password. For security purposes, it is recommended that you memorize your Password and do not write it down. We also recommend that you change your password regularly to try and avoid misappropriation by a third party. Your password can be changed at our Online Banking site. You are responsible for keeping your Password and account data confidential. You should never leave your PC unattended while using Online Banking and other online financial Services. If you suspect that any unauthorized person has knowledge of your User ID or Password you should notify us at for the Customer Contact Center. Customer Contact Center's regular hours of operation are: Monday - Thursday 8:00 AM to 6:00 PM Eastern Time Friday 8:00 AM to 7:00 PM Eastern Time Saturday - Sunday 9:00 AM to 3:00 PM Eastern Time Account Transfers. If you are a depositor, and you use your Online Banking User ID and Password, you will be able to transfer funds between qualified Beneficial Bank accounts. By using the Account Transfer Service, you agree to these Transfer Provisions: You are responsible for all transfers you or your authorized representative make(s) using the Account Transfer Service. You authorize us to debit your designated account(s) for any transactions accomplished through the use of this Service (including the transfer of funds from another deposit account or overdraft line of credit that provides overdraft protection, if you have one of those services in effect). You agree that we may comply with transfer instructions entered by any one person using an authorized User ID and Password. If you permit another person to use Online Banking or give them your User ID or Password, you are responsible for transfers, payments or advances that person makes from the deposit and credit accounts linked to your Service registration, even if that person exceeds your authorization. We may terminate your access to all or any part of Online Banking if you fail to use Online Banking for a period of 90 days or more. Online Banking Funds Transfer Service Particulars. a. Types of Transfers. You can transfer funds between your Checking and Savings accounts using Online Banking. All such transfers completed before end of day processing are effective when you complete the transaction online. All transfers completed after end of day processing will be effective the next business day. End of day processing normally occurs at 11:00 PM Eastern Time. You can also transfer funds between your deposit accounts and certain line of credit accounts using Online Banking. Transfers to a line of credit will not be reflected in your line of credit account until the business day following the day on which you completed the transaction. You cannot transfer funds between line of credit accounts using the Service.

5 b. Limits on Transactions. There is a maximum dollar limit on any transfer equal to the available balance in your account plus the available balance or credit balance in any other account or line of credit attached to the deposit account to provide overdraft protection. c. Availability. Funds must be available in the account from which you wish to transfer funds on the date you enter the transaction. d. Restrictions on Transfers from Savings and Money Market Accounts. You may make an unlimited number of deposits or transfers into a Savings or Money Market account; however, you may make no more than six transfers or withdrawals out of such an account per month (not counting transactions made at ATMs or at branches). Transfers made by telephone, personal computer or funds automatically transferred from a Savings or Money Market account to another deposit account for overdraft protection are counted toward the six total permitted monthly transfer or withdrawals. e. Insufficient Funds to Complete Transfer. If your account does not have sufficient funds to complete a transfer as of the date the transfer is scheduled to be made, the transfer may not be completed, but if we do complete the transfer as an accommodation to you, you are responsible for any overdraft created. f. Correcting or Canceling Your Transfer. You cannot cancel your transfer after it has been entered in Online Banking and the information has been transmitted to us. You can correct information about a transfer before you send us the information, and you can use Online Banking to reverse a transaction after it has been entered. g. Documentation and Verification of Transfers. The date and amount of transfer made through Online Banking will be shown in your activity log of Online Banking, and will also be shown on your printed statements for the accounts from which and to which the transfer is made. h. Address and Telephone Number for Notification of Unauthorized Use. If you believe your User ID or Password has become known by an unauthorized person, or that someone has transferred money without your permission, call Beneficial Bank immediately at or stop into a branch. If you indicate that an unauthorized transfer may have occurred, we may require you to sign an affidavit. See Unauthorized Transactions section for more details. Also contact us with any other questions or problems that you may have regarding the Service, including: You have a problem with a transfer you authorized, or your statement reflects a transfer you think is in error. You need to obtain documentation concerning a transfer previously issued from your account. Accessibility. You can usually access Online Banking 7 days a week, 24 hours a day. However, at certain times, some or all of Online Banking or other online financial Services may not be available due to system maintenance or reasons beyond Beneficial's control. Beneficial does not warrant that Online Banking or other online financial Services will be available at all times. When unavailable, you may use our telephone banking system ( and select Option 5), an automated teller machine ("ATM") or a Beneficial branch office to conduct your transaction. Restrictions. You may not appropriate any information or material that violates any copyright, trademark or other proprietary or intellectual property rights of any person or entity while using the Online Banking or other online financial Services server, network or data not specifically permitted to you by Beneficial or its suppliers, and you must not include any obscene, libelous, scandalous or defamatory content in any communications with Beneficial or its suppliers.

6 Stop Payment Service. The Stop Payment Service allows you to stop payment on a check written against your checking account. To stop payment on a check, you must provide us with timely, complete and accurate information on: the number of the account in question; the date of the item; the item number; the payee information and the EXACT amount of the item (dollars and cents). A request becomes effective when we confirm its receipt and have verified that the item has not been paid. If any information is incomplete, incorrect, or if the item has been previously paid, we will not be responsible for failing to stop payment on the item. From time to time, Online Banking may be inoperable. If that occurs, your request can be communicated to us by telephone at or by going into a Beneficial Bank office. Bill Payment Service. The Bill Payment Service allows you to schedule bill payments through Online Banking. Beneficial does not provide the Service directly. Instead, Beneficial entered into an agreement with a Bill Payment Provider to provide the Service directly to you. Subject to any regulatory or Beneficialimposed limitations on usage, you can arrange, at your option, for the payment of your current, future and recurring bills from a checking account. There is no limit to the number of payments that may be authorized and you may pay any merchant or individual approved by the Bill Payment Provider. While you initiate payments electronically, they are ultimately paid via an automated clearinghouse (ACH) network or by a paper check. Payments delivered over an ACH network are governed by the rules and performance standards of the network. By furnishing the names of your payees/merchants and their addresses, you authorize Beneficial and its Bill Payment Provider to follow the payment instructions you provide for those payees/merchants. When payment instructions are received, funds will be remitted from the selected account, to the appropriate payee on your behalf on the day that you request ("Deliver Date"). However, there is no obligation to make requested payments unless your account and/or overdraft protection plan has sufficient funds or credit availability to pay the bill as of the Deliver Date. If your payment is made electronically, your account is normally debited on the Deliver Date you selected for your payment. Your account, however, could be debited up to two (2) days prior to the date you selected, depending on several processing factors. When a payment is issued by check, funds will be debited from your account when the check clears after the payee deposits the check. The Bill Payment Provider allows for reimbursement of late-payment related charges (up to $50.00) should a payment post after its Deliver Date as long as the payment was scheduled to be delivered prior to the date indicated by the payor. The Bill Payment Provider does not reimburse late fees for payments not scheduled within these guidelines or payments delayed due to postal delays or delays for posting at the payee. To request reimbursement of late-payment related charges, please notify our Customer Contact Center Specialist at: Beneficial and its Bill Payment Provider reserve the right, at their discretion, to implement security features to reduce risk of loss. These may include requiring pre-authorized drafts, and separating debits from credits so that payments are not sent until after good funds are received. Beneficial and its Bill Payment Provider also reserve the right to terminate your use of Bill Payment Service at any time. If, for any reason, you should ever wish to cancel Online Banking, we strongly suggest that you cancel all future bill payments at the same time so that future payments and transfers made by you will not be duplicated. We will automatically delete any outstanding payment orders (all individual payments and all recurring payments) once we have been notified that your Bill Payment service has been terminated. We will continue to maintain your accounts until you notify us otherwise. Responsibility. Neither Beneficial nor its suppliers will be liable for any transaction if: (i) you do not have enough money in your account to complete the transaction; (ii) a legal order prohibits withdrawals from your account; (iii) your account is closed or has been frozen; (iv) the transaction would cause your balance to go over the credit limit for any credit arrangement set up to cover overdrafts; (v) you, or anyone you allow, commits fraud or violates any law or regulation in connection with Online Banking; (vi) any electronic terminal, telecommunication device or part of the electronic funds transfer system is not

7 working properly; (vii) you did not provide us with complete and correct payment or transfer information; (viii) you did not properly follow the instructions for use of Online Banking; (ix) you knew that Online Banking was not operating properly at the time you initiated the transaction or payment; (x) there is a postal delay; or (xi) circumstances beyond our control (such as war, terrorism, riot, labor trouble, fire, flood or other natural disaster, loss of power or communications, equipment or technical failure or breakdown or improper transmission or handling by a third party) that prevent hinder or delay the transaction. Unauthorized Transactions. You should notify us immediately if you believe anyone has improperly obtained your User ID or Password or if you suspect any fraudulent activity in your account(s). If your User ID or Password has been compromised and you tell us within 2 business days of discovering the loss or misappropriation, you can lose no more than $50. If you do not tell us within the 2 business day period, you could lose as much as $500 if we could have stopped the use of your accounts had we received notice in a timely manner. You should contact us, or the Bill Payment Provider, as applicable, as soon as you identify any errors or discrepancies in your statement or transaction record, or if you need any information about a transaction listed on the statement or transaction record. Telephoning Beneficial (call ) is the best way of minimizing your losses and your liability. We must hear from you no later than 60 days after we have sent the first statement on which the problem or error appeared. If you notify us verbally, we may require that you send us your complaint or question in writing or electronically within 10 business days. If you fail to notify us within the 60 day period, you may not recover any of the money you lost if we can establish that the loss could have been avoided had you notified us on time. We may extend these time periods for good reason such as out-of-town travel or extended hospital stays in our discretion. When you report a problem or discrepancy, please: (i) tell us your name and account number; (ii) describe the error or the transaction you are unsure about, and explain why you believe it is in error or what additional information you need; (iii) tell us the dollar amount of any suspected error; and (iv) for a bill payment, tell us the number of the account used to pay the bill, the applicable payee name and account number, the date the payment was sent, the payment amount and the payment reference number. If you tell us orally, we may require that you send us your complaint or question in writing within 10 business days. We will determine whether an error occurred within 10 business days (20 business days if new account) after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days (90 days if point-of-sale transaction, or new account, or a foreign initiated transfer) to investigate your complaint or question. If we decide to do this, we will credit your account within 10 business days (20 business days if new account) for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within 10 business days, we may not credit your account. For the purpose of this paragraph, an account is a new account for a period of 30 days from the date of the first deposit to the account. We will tell you the results within 3 business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation. Please refer to your Electronic Fund Transfer Initial Disclosure for additional information. Electronic Mail ( ). You can contact us securely by electronic mail ( ) by using the "Support" option. The Service option is accessible after you sign on with your Password to the Service. You agree that we may take a reasonable time to act on any request or notification. You agree that Beneficial may send you electronic messages about other products or services we offer. You cannot use to initiate Online Banking transactions. All such transactions must be initiated using the appropriate functions within the Online Banking site. Beneficial will not be liable for any errors, omissions, claims, or problems of any kind involving your . s sent to over the public Internet or via "Contact Us" within Online Banking or "Contact Us / Information / Inquiry Form" on our web site are not secure. The use of non-secure is intended for general questions, inquiries and comments only. Confidential Customer information cannot be accepted electronically. We advise you not to send or ask us for sensitive information such as account numbers, passwords, account information, etc. via .

8 Online Statements Description of Online Statements and Disclosures. We offer online statements and disclosures ("E- Docs ") for certain Eligible Accounts, allowing you to replace your mailed (paper) statement with an electronic version (PDF) that you can view on the Website, save to your computer, or print at your convenience. You agree that any legal notices or disclosures that normally accompany your mailed statement or that we would otherwise deliver to you by mail concerning your Eligible Account or Online Banking Services may be delivered to you electronically. We may, at our option, offer you additional options and preferences for the delivery of various types of communications related to your Eligible Accounts or Online Banking Services. The following is a brief description of the various features of and requirements for using E-Docs. From time to time, we may add to, modify, or delete any feature of online statements in our sole discretion. Eligible Accounts for E-Docs - Most consumer checking, savings, money market accounts that have recurring periodic statements. Enrollment for E-Docs. The E- Doc option for Eligible Accounts is available if you have enrolled in E- Docs and provided us with a valid address. Depending on the Eligible Account, one or more of the following will be true, in some cases: in order to view E-Docs for an Eligible Account you must enroll the Eligible Account for E-Docs; we may then enroll you for E-Docs for a particular Eligible Account, after providing you notice, unless you opt out and change your delivery preference back to "U.S. Mail"; enrolling accounts for E-Docs will automatically mean that we will no longer mail paper statements to you for that account; or you may not elect to stop receiving paper statements. Details for receiving E-Docs for Eligible Accounts, and the effect of E-Docs enrollment on delivery of paper statements, are provided on the Statements web page. You may view online images of the individual checks posted to your account. You may request that a photocopy of a cancelled check be mailed to you. Additional fees for photocopies may apply. We may, in our discretion, apply your current E-Docs delivery elections for an existing Eligible Account to any account that replaces the existing Eligible Account. Accessing E-Docs. E-Docs will be presented to you on the Website. You will need to ensure that your computer software meets the requirements provided on the Website in order to view, print, and/or save E- Docs. Depending on the type of account, your E-Docs are available online for up to a maximum of 18 months. E- Docs for some types of Eligible Accounts are only available for shorter periods. There may be a gap in the historical statements available online for some types of Eligible Accounts if you do not enroll immediately at the time the account is first opened. You will continue to have the option to request historical statements, for which fees may apply; please refer to the applicable account agreement and disclosures for details. Change Statement Delivery Method. At any time and at no charge, you can change the way we send you Eligible Account statements by withdrawing your consent to receive Communications in electronic form by selecting "unsubscribe" in the monthly statement notification or by contacting us at At our option, we may treat your provision of an invalid address, or the subsequent malfunction of a previously valid address, as a withdrawal of your consent to receive electronic Communications. We will not impose any fee to process the withdrawal of your consent to receive

9 electronic Communications. Any withdrawal of your consent to receive electronic Communications will be effective only after we have a reasonable period of time to process your withdrawal. When you tell us to stop sending you mailed (paper) statements, we'll send you an every statement cycle to let you know that your current statement is ready to be viewed online. Changing the way we send you account statements for an Eligible Account also authorizes us to send you other disclosures and communications concerning your Eligible Account using the same method. We always reserve the right to communicate with you in writing using the U.S. Postal Service, no matter what other options you have chosen. For Eligible Accounts that are in default or subject to the automatic stay in bankruptcy, we may, at our sole option, elect to discontinue delivering E-Docs. Year-End Tax Reporting Documents. Online year-end tax documents are not available currently through Online Banking for Eligible Accounts. You will continue to receive these documents through the U.S. Postal Service. Termination of E-Statements. We may terminate delivery of E-Docs to you for one or more Eligible Accounts or Online Banking Services without notice. We may terminate your access to all or any part of Online Banking, including the receipt of E-Docs, if you fail to use Online Banking for a period of 90 days or more. MOBILE BANKING SERVICE Service Description. The Mobile Banking Services (Mobile Banking) may include, but are not limited to: 1. Access your account balance information; 2. Review transaction history and perform queries or transaction searches; 3. Make transfers and loan payments; 4. Make payments using our Bill Payment Service ;and 5. Deposit checks through the Mobile Deposit Service. To use Mobile Banking you must be enrolled in Online Banking. We offer Mobile Banking as an added convenience to you. However, Mobile Banking is not intended to replace your access to, or replace the full functionality of Online Banking's capabilities. Mobile Banking cannot replace your computer to access all of the Online Banking Services for managing your accounts with us. The terms and conditions applicable to Mobile Banking are in addition to the applicable terms and conditions for Online Banking set forth in this Online Banking Agreement. Instructions regarding the use of Mobile Banking are available on our website and within Mobile Banking Services. You acknowledge and agree that you are responsible for learning how to properly use your mobile access device and Mobile Banking before actually doing so in accordance with these instructions, including any modifications that we may perform to Mobile Banking from time to time. You agree not to use Mobile Banking or the information or content outside of these instructions. Please contact us at with any questions you have regarding Mobile Banking.

10 You acknowledge and agree that by using Mobile Banking you are directly responsible for taking all appropriate precautions to ensure the security, safety and integrity of your account and transaction information, including password protecting your mobile device. You agree not to use Mobile Banking while driving, or in any other manner that could be considered illegal. In addition, you agree not to leave your mobile access device unattended while logged into an active session and to log off immediately at the completion of each session. Disclaimer of Warranty and Limitation of Liability. We do not guarantee that your mobile access device and/or mobile access device provider will be compatible with the Mobile Banking Services, and the Mobile Banking Services may not be accessible over some network carriers and may not be supported for all mobile access devices. You are solely responsible for the safe operation and maintenance of your mobile access device. We are not responsible for the availability of data services, any errors, omissions or other issues such as data outages or out of range situations related to the use of your mobile access device or services provided by your mobile access device provider, including any related fees associated with the purchase and use of your mobile access device, services provided by your mobile access device provider, or any other third party. You understand and agree that when you use Mobile Banking, you remain subject to the terms and conditions of all your existing agreements with us and our affiliates, including the terms and conditions of any other agreements with any unaffiliated service providers, including but not limited to, your mobile service provider. This Agreement does not amend or supersede any of those agreements, and you are solely responsible for resolving any issues or problems directly with your mobile device access provider or any other third party without involving us. You acknowledge and agree that any mobile access device is susceptible to viruses, spyware, worms, malware, Trojan horses and other unauthorized programs or software (the "Viruses"). You are solely responsible for taking appropriate measures to adequately protect your mobile access device from such harm of Viruses which may result in lost or stolen data, damage to programs, files or graphics, the inoperability of your mobile access device, or other incidents or issues. We are not responsible or liable for any direct, incidental, special or consequential damage as a result from such Viruses detected or present on your mobile access device, nor from any incident or circumstance in which sensitive and/or confidential information is accessed from the Mobile Banking in an unauthorized manner by a third party due to such Viruses at any point or from any source. Use of Mobile Banking is limited to service area locations within the United States, and we make no representations that Mobile Banking will be available for use outside of this service area. Accessing the Mobile Banking from locations outside of the United States is at your own risk. Please note: Use of Mobile Banking is provided at no charge by Beneficial, except as noted for Remote Deposit Capture Services within the Mobile Remote Deposit Services Agreement. Customers must check with their mobile carriers as standard text and data usage charges will apply. MOBILE REMOTE DEPOSIT SERVICES AGREEMENT The terms and conditions of the Remote Deposit Services Agreement apply to the Mobile Deposit Services discussed below. Please note: Use of Remote Deposit Capture Services currently is provided by Beneficial at no charge. Customers must check with their mobile carriers as standard text and data usage charges will apply. Beneficial reserves the right to charge for Remote Deposit Capture Services upon prior notification to users of that service. General. Mobile Deposit (also referred to as the Mobile Deposit Service) is designed to allow you to make deposits of checks ("original checks") to your accounts from home or other remote locations by scanning the original checks and delivering the digital images and associated deposit information ("images") to us or our processor with your Mobile Device. After you log in to Mobile Banking, you may

11 apply for Mobile Deposit. As used in this Agreement, "our" and "we" and "Beneficial" refer to Beneficial Bank. As a subscriber to Mobile Deposit, this Agreement becomes an Addendum to the Online Banking Agreement and the Deposit Account Agreement between Beneficial and you. By acknowledging or agreeing to or signing the applicable account documentation or by using or continuing to use Mobile Deposit you agree to the terms and conditions of this Agreement. You acknowledge that and/or messages displayed on your mobile device will be the primary means of communication for the Mobile Deposit Service. You are responsible for maintaining a current address and you agree that you will, in a timely manner, review messages and notifications you receive from us and check your account to confirm it reflects recent activity. Limits. Mobile Deposits are limited in amount to $1,000 per deposit and $2,500 per day (3am Eastern Time to 3 am Eastern Time), with a rolling 30-day limit of $5,000. These limits are subject to change in the discretion of Beneficial. Please note: Use of the Mobile Deposit Service currently is provided by Beneficial at no charge. Customers must check with their mobile carriers as standard text and data usage charges will apply. Beneficial reserves the right to charge for the Mobile Deposit Service upon prior notification to users of that service. Eligible items. You agree to scan and deposit only checks (i.e., drafts drawn on a credit union, savings and loan or bank and payable on demand.) You agree that you will not use Mobile Deposit to deposit: Checks payable to any person or entity other than you (i.e., payable to another party and then endorsed to you). Checks payable to you and another party who is not a joint owner on the account. Checks that contain evidence of alteration, or that you know or suspect, or should know or suspect, are fraudulent or otherwise not authorized by the owner of the account on which the check is drawn. To make deposits in currencies other than US Dollars. Checks that are dated after the date on which you wish to make the deposit. Requirements. Each image must provide all information on the front and back of the original check at the time presented to you by the drawer (generally speaking, the person or entity from whose account the check was written), including, but not limited to, information about the drawer and the paying bank that is preprinted on the original check, MICR information, signature(s), any required identification written on the front of the original check and any endorsements applied to the back of the original check. The image quality must meet the standards established by the American National Standards Institute, the Board of Governors of the Federal Reserve, and any other regulatory agency, clearing house or association. Endorsements must be made on the back of the share draft or check within 1½ inches from the top edge, although we may accept endorsements outside this space. Your endorsement must include your signature and your account number and "FOR MOBILE DEPOSIT". Any loss we incur from a delay or processing error resulting from an irregular endorsement or other markings by you will be your responsibility. A check payable to two payees must be endorsed by both payees. If the check is payable to you or your joint owner, either of you can endorse it. If the check is made payable to you and your joint owner, both of you must endorse the check.

12 You are responsible for maintaining a current address and you agree that you will, in a timely manner, review messages and notifications you receive from us and check your account to confirm it reflects recent activity. Receipt of Deposit. All images processed for deposit through Mobile Deposit will be treated as "deposits" under your current Deposit Account Agreement with us and will be subject to all terms of the Deposit Account Agreement and any amendments to such Agreement. When we receive an image, we will confirm that you have submitted the image via a message displayed on your mobile device. It is your responsibility to either the confirmation of submission to yourself or to record your confirmation number for future reference. Your submission confirmation does not mean that the image contains no errors or that it has been approved for crediting. A status of "pending" does not indicate that the submitted item has been accepted. You will not receive a subsequent notification that a submitted image has been credited to your account. If, however, your submission is rejected you will receive notificationof such rejection within 3 business days from Beneficial. It is your responsibility to check notifications from Beneficial for any rejected submissions and contact Beneficial to address the reason for such rejection. We are not responsible for any image that we do not receive. You agree to securely keep the original check for 7 business days. You will be able to monitor the crediting of your deposit submission by reviewing your balance through online banking, mobile banking, telephone banking, the Customer Contact Center, or by stopping in at a local branch. You agree that the electronic image of the original check or any substitute check, as defined by federal law, will become the legal representation of such item for all purposes (except for funds availability). You acknowledge that Federal Reserve Board Regulation CC (availability of funds) does not apply when you transmit the electronic images of deposit items to us. Funds from deposits made via Mobile Deposit and confirmed as submitted prior to 5pm Eastern Time generally will be considered deposited on the date of submission and available for withdrawal by the second business day after the day of deposit. Funds from deposits made via Mobile Deposit and confirmed as submitted after 5pm Eastern Time generally will be considered as deposited on the next business day and available for withdrawal by the second business day after the day of deposit. However, we may apply additional delays on the availability of funds based on other factors as determined by us in our sole discretion. Following receipt of an image, we may process the image by preparing a "substitute check" or clearing the item as an image. We may return or refuse to accept all or any part of a deposit to your Account using Mobile Deposit at any time and will not be liable for doing so even if such action causes outstanding checks or other debits to your Account to be dishonored and returned. Business Days. Our business days are Monday through Friday, except federal holidays. For purposes of funds availability, deposits made via Mobile Deposit are made in Philadelphia, PA. Original Checks. After you receive confirmation that we have received an image, you must securely store the original check for 7 business days after transmission to us and make the original check accessible to us at our request. Upon our request from time to time, you will deliver to us within 3 business days following date of request, at your expense, the requested original check in your possession. If not provided in a timely manner, such amount will be reversed from your account. Promptly after the 7 business day period expires, you must destroy the original check by first marking it "VOID" and then destroying it by cross-cut shredding or another commercially acceptable means of destruction. After destruction on an original check the image will be the sole evidence of the original check. Prior to such destruction you should check your account to make sure that the item to be destroyed has been credited to your account.

13 You agree that you will never re-present the original check unless we have asked you to do so in writing. You understand that you are responsible if anyone is asked to make a payment based on an original check that has already been paid. Returned Deposits. Any credit to your account for checks deposited using Mobile Deposit is provisional. If original checks deposited through Mobile Deposit are dishonored, rejected or otherwise returned unpaid by the drawee bank, or are rejected or returned by a clearing agent or collecting bank, for any reason, including, but not limited to, issues relating to the quality of the image, you agree that an original check will not be returned to you, but that we may charge back the amount of the original check and provide you with an image of the original check, a paper reproduction of the original check or a substitute check. You will reimburse us for all loss, cost, damage or expense caused by or relating to the processing of the returned item. Without our approval, you shall not attempt to deposit or otherwise negotiate an original check if it has been charged back to you. We may debit any of your accounts to obtain payment for any item that has been rejected or returned, for any adjustment related to such item or for any warranty claim related to such item, whether or not the rejection, return, adjustment or warranty claim was made timely. Your Warranties. You make the following warranties and representations with respect to each image: Each image is a true and accurate rendition of the front and back of the original check, without any alteration, and the drawer of the check has no defense against payment of the check. The amount, payee(s), signature(s), and endorsement(s) on the image and on the original check are legible, genuine, and accurate. You will not deposit or otherwise endorse to a third party the original check and no person will receive a transfer, presentment, or return of, or otherwise be charged for, the original check or a paper or electronic representation of the original check such that the person will be asked to make payment based on an item that has already been paid. There are no other duplicate images of the original check. The original check was authorized by the drawer in the amount stated on the original check and to the payee(s) stated on the original check. You are authorized to enforce and obtain payment of the original check. You have possession of the original check and no party will submit the original check for payment. You will not deposit through the Mobile Deposit Service any item previously deposited and returned to you unless we advise you otherwise in writing. You will only transmit deposit items that originated as paper items. You will use Mobile Deposit only for lawful purposes and will comply with all laws and regulations applicable to you in your use of Mobile Deposit and will not use Mobile Deposit for any purpose prohibited by foreign exchange regulations, postal regulations or any other treaty, statute, regulation or authority. You will only transmit acceptable items for deposit and have handled the original items in accordance with applicable laws, rules and regulations.

14 With respect to each image, you make to us all representations and warranties that we make or are deemed to make to any party pursuant to law, regulation or clearinghouse rule. You agree that files and images transmitted to us will contain no viruses or any other disabling features that may have an adverse impact on our network, data, or related systems or those of our service providers. Mobile Deposit Unavailability. Mobile Deposit may be unavailable temporarily due to system maintenance or technical difficulties, including those of the Internet service provider, cellular service provider, network services providers and the service providers for the software through which the Mobile Deposit Service is provided. In the event that Mobile Deposit is unavailable, you may deposit original checks at our branches or through ATMs that accept deposits or by mailing the original check to: Special Services, Beneficial Bank, 1818 Beneficial Bank Place, 1818 Market Street, Philadelphia, Pennsylvania User License. To the extent we or our service providers make any software available to you via download from our website or from a third party directly to your mobile device for use in conjunction with Mobile Deposit, such software is made available to you as a non-exclusive, non-transferable limited right and license to such proprietary software for use only in conjunction with its permitted use of the Mobile Deposit Service. Except for such license to you, all rights and title in and do such software, including and improvements, modifications and derivative works remain with such service providers and you shall acquire no rights in such software. You will not, and you will not permit others to (a) copy, modify or create derivative works of such software or display, assign, sublicense, distribute or otherwise transfer any interest in such software or (b) reverse engineer, reverse-compile or reverse-assemble the software or otherwise attempt to obtain source code for the software. Privacy Policy. Any personal information you share with us while using Mobile Deposit is governed by the same privacy policy that governs Online Banking. Mobile Deposit Security. You will complete each deposit promptly. If you are unable to complete your deposit promptly, you will ensure that your mobile device remains securely in your possession until the deposit has been completed. It is your responsibility to establish and maintain procedures to safeguard against unauthorized deposits, including password protecting your mobile device. You will notify us immediately by telephone at or stop into a branch if you learn of any loss or theft of original checks or your mobile device. You will ensure the safety and integrity of original checks from the time of receipt until the time of destruction. If warranted in our reasonable judgment, we may audit and monitor your use of Mobile Deposit, and you agree to cooperate with us to permit such auditing and monitoring, to confirm that you have satisfied your obligations under this Agreement. Your Responsibility. You are solely responsible for the quality, completeness, accuracy, validity and integrity of the image. You are solely responsible if you, intentionally or unintentionally, submit fraudulent, incorrect or illegible images to us or if Mobile Deposit is used, by authorized or unauthorized persons, to submit fraudulent, unauthorized, inaccurate, incorrect or otherwise improper or unusable images to us. In addition you agree that you will not modify, change, alter, translate, create derivative works from, reverse engineer, disassemble or decompile the technology or Service, copy or reproduce all or any part of the technology or Service, or interfere, or attempt to interfere, with the technology or Service. We and our technology partners, inclusive of, but not limited to, Digital Insight and Ensenta Corporation, retain all rights, title and interests in and to the Service, Software and Deliverables made available to you. Accountholder's Indemnification Obligation. You agree to indemnify us and our service providers and hold us and our service providers harmless against any and all claims, actions, damages, liabilities, costs, and expenses, including reasonable attorneys' fees and expenses arising from your use of the Mobile Deposit Service and/or breach of your obligations under this Agreement or any representations or warranties made by you in this Agreement or in the applicable Deposit Account Agreement (including but not limited to those set forth in the Check 21 Agreements made part of such Account Agreement),

15 including but not limited to any claim pertaining to any warranty or indemnity that we make with respect to a deposit item under the Check Clearing for the 21 st Century Act, Federal Reserve Board Regulation J and all other laws, regulations and industry and clearing house rules applicable to deposit items. You understand and agree that this paragraph shall survive the termination of this Agreement. DISCLAIMER OF WARRANTIES. YOU AGREE THAT YOUR USE OF ANY REMOTE DEPOSIT AND ALL INFORMATION AND CONTENT (INCLUDING THAT OF THIRD PARTIES) IS AT YOUR RISK AND IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE USE OF ANY REMOTE DEPOSIT SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WE MAKE NO WARRANTY THAT ANY REMOTE DEPOSIT WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. WE MAKE NO WARRANTY THAT THE RESULTS THAT MAY BE OBTAINED WILL BE ACCURATE OR RELIABLE OR THAT ANY ERRORS IN ANY REMOTE BANKING SERVICE OR TECHNOLOGY WILL BE CORRECTED. LIMITATION OF LIABILITY. YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES INCURRED BY YOU OR ANY THIRD PARTY ARISING FROM OR RELATED TO THE USE OF, INABILITY TO USE, OR THE TERMINATION OF THE USE OF ANY REMOTE BANKING SERVICE, REGARDLESS OF THE FORM OF ACTION OR CLAIM (WHETHER CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF WE HAVE BEEN INFORMED OF THE POSSIBILITY OF THOSE DAMAGES, EXCEPT AS OTHERWISE REQUIRED BY LAW. Termination. We may terminate your use of the Mobile Deposit Service in whole or in part at any time without cause. We may close it without notice if we reasonably believe it will prevent loss to us or if you have violated your agreements with us. We may also terminate your use of the Mobile Deposit Service if you fail to use the Service or Online Banking for a period of 90 days or more. Disclosure of Information. Information submitted to Beneficial or its suppliers is the property of those parties, and they are free to use and disclose that information, or any ideas, concepts, know-how or techniques contained in that information to any third party for any purpose whatsoever, except as specifically agreed by Beneficial or prohibited by law. Links to Other Sites. Information that Beneficial publishes on the World Wide Web may contains links to other sites and third parties may establish links to Beneficial's site. Beneficial makes no representations about any other web site that you may have access to, from or through this site. Unless expressly stated in writing, Beneficial does not endorse the products or services offered by any company or person linked to this site nor is Beneficial responsible for any software or the content of any information published on the site of any third party. You should take precautions when downloading files from sites to protect your computer software and data from viruses and other destructive programs. Virus Protection. Beneficial is not responsible for any electronic virus that you may encounter using Online Banking. We encourage you to routinely scan your computer and diskettes using a reliable virus protection product to detect and remove viruses. If undetected and unrepaired, a virus can corrupt and destroy your programs, files and hardware. Damages and Warranties. In addition to the terms previously disclosed, Beneficial is not responsible for any losses, errors, injuries, expenses, claims, attorney's fees, interest or other damages, whether direct, indirect, special, punitive, exemplary, incidental or consequential (collectively, "Losses") caused by Online Banking or the use of the other online financial Services or in any way arising out of the installation, use or maintenance of your personal computer hardware or software or telecommunications services, including any software provided by Beneficial or its suppliers. In addition, Beneficial disclaims any

16 responsibility for any electronic virus you may encounter after installation of such software or use of Online Banking or the other online financial Services. Without limiting the foregoing, neither Beneficial nor its suppliers shall be liable for any: (i) failure o perform or any Losses arising out of an event or condition beyond their reasonable control, including but not limited to communications breakdown or interruption, war, terrorism, riot, fire, flood or other natural disasters, acts of God or labor disputes; or (ii) the loss, confidentiality or security of any data while in transit via the online communication channels, postal system or ACH network. Beneficial and its suppliers provide Online Banking and the other online financial Services from their own sites and they make no representation or warranty that any information, material or functions included in Online Banking or the Services are appropriate for use by you in your jurisdiction. If you choose to use Online Banking or other financial Services you do so on your own initiative and are solely responsible for compliance with applicable local laws and regulations. Neither Beneficial nor its suppliers warrant the adequacy, accuracy or completeness of any information provided as a part of Online Banking or the other online financial Services, or contained in any third party sites linked to or from Beneficial's web site. Beneficial makes no representation or warranties regarding the accuracy, functionality or performance of Online Banking or other online financial Services, or any software that may be used in connection with it or them Beneficial disclaims any expressed or implied warranties, including any warranties of merchantability, fitness for a particular purpose, error-free operation or noninfringement. You agree to comply with US laws in regards to all Online Banking and other online financial Services transactions including but not limited to sanctions enforced by the Office of Foreign Assets Control (OFAC). It is also your responsibility to obtain information regarding such OFAC enforced sanctions. This information may be obtained directly from the OFAC Compliance Hotline at OFAC and the Treasury department's website at The provisions of this section will survive the modification or termination of this Agreement. Indemnification. You shall indemnify, defend and hold harmless Beneficial and its service providers and other suppliers for any of the Services and its and their respective officers, employees, directors, and agents, in their individual capacities or otherwise, from and against any Losses arising out of: (i) your negligence, use or misuse of any of the Services; (ii) your failure to comply with applicable law;(iii) your failure to comply with the terms of this Agreement, (iv) the reliance by any such service providers or suppliers on the information. Instructions, licenses or authorizations provided by you, or (v) your infringement or other misuse of the intellectual property of Beneficial or any third party in connection with any of the Services. Additional Remedies. Due to the likelihood of irreparable injury, Beneficial shall be entitled to an injunction prohibiting any breach of this Agreement by you. Termination and Changes in Terms. Beneficial reserves the right to terminate this Agreement or to change the charges, fees or other terms described in this Agreement at any time. When changes are made, we will notify you by: 1) electronic mail; 2) physical mail at the address shown in our records; and/or 3) update of our web site. Applicable Rules, Laws and Regulations. You submit to the jurisdiction of, and this Agreement shall be governed by, the laws of the Commonwealth of Pennsylvania, U.S.A., as well as the federal laws of the U.S.A. Venue for any action arising out of this Agreement shall be in a state court of competent jurisdiction covering Philadelphia, Pennsylvania, U.S.A. The prevailing party in any such action shall be entitled to the recovery of its reasonable attorney's fees, costs and expenses. Assignment. Beneficial may assign its rights and/or delegate all or a portion of its duties under this Agreement to a third party. You many not assign this Agreement to any other person or entity. Integration. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement, and all prior agreements, understandings and representations

17 concerning such subject matter are canceled in their entirety. Notwithstanding the foregoing, this Agreement is in addition to any other agreements between you and Beneficial. Other Agreements. If there is a conflict between the terms and conditions of this Agreement and one or more terms contained in another agreement between you and Beneficial, this Agreement will control. Severability. If there is a conflict between any provision of this Agreement and any present or future law, the provision of this Agreement that is affected shall be curtailed only to the extent necessary to bring it within the requirements of that law. Waiver. Neither Beneficial nor its suppliers shall by the mere lapse of time, without giving notice or taking other action, be deemed to have waived any of its rights under this Agreement. No waiver by Beneficial of a breach of this Agreement shall constitute a waiver of any prior or subsequent breach of this Agreement. Neither Beneficial nor its suppliers shall be deemed to have waived any rights or remedies hereunder or with respect to any Service unless such waiver is in writing and signed by the appropriate entity. Construction. This Agreement shall be construed equally against the parties regardless of who is more responsible for its preparation. Unlawful Internet Gambling Transactions. Beneficial Bank prohibits all unlawful Internet gambling transactions from being processed through this account. You must notify us immediately if you engage in any Internet gambling activities. If we identify any attempts to make unlawful internet gambling transactions, we reserve the right to block these transactions and close the account. FINANCEWORKS AND SWIPE & SAVE USER AGREEMENT In addition to the above content, if you decide to use either FinanceWorks or the Swipe & Save application, you acknowledge and agree to the following terms and conditions of service. License Grant and Restrictions. You are granted a personal, limited, non-exclusive, non-transferable license, to electronically access and use the FinanceWorks software (" Software") and utilize the FinanceWorks service (the "Service") solely to manage your financial data, and the purchase cash back application ("Swipe & Save") to benefit from your check card purchases. In addition to the FinanceWorks Service and the Swipe & Save, the terms "Service" and "Swipe & Save" also include the Finance Works Software and any other programs, tools, internet-based services, components and any "updates" (for example, Service maintenance, Swipe & Save information, help content, bug fixes, or maintenance releases, etc.) of the Service or Swipe & Save if and when they are made available to you by us or by our third party vendors. Certain Services and Swipe & Save may be accompanied by, and will be subject to, additional terms and conditions. You are not licensed or permitted to do any of the following and you may not allow any third party to do any of the following: (i) access or attempt to access any other systems, programs or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way the material from the FinanceWorks site or from the Swipe & Save program; (iii) permit any third party to benefit from the use or functionality of the Service or Swipe & Save, or any other services provided in connection with them, via a rental, lease, timesharing, service bureau, or other arrangement; (iv) transfer any of the rights granted to you under this license; (v) work around any technical limitations in the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble, or otherwise reverse engineer the Service except as otherwise permitted by applicable law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Service or Swipe & Save or any services provided in connection with them, prevent access to or the use of the Service, Swipe & Save or any or services provided in connection with them by other licensees or customers, or impose an unreasonable or disproportionately large load on the infrastructure

18 while using the Service; or (vii) otherwise use the Service, Swipe & Save or any services provided in connection with them except as expressly allowed under this FinanceWorks and Swipe & Save User Agreement. Ownership. The Service and Swipe & Save are protected by copyright, trade secret and other intellectual property laws. You do not have any rights to the trademarks or service marks. Your Information and Account Data with Us. You, as the Licensee under this FinanceWorks and Swipe & Save User Agreement, are responsible for (i) maintaining the confidentiality and security of your access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, used by you to access the Service, Swipe & Save or any services provided in connection with them, and your accounts with us (collectively, "Licensee Access Information"), and (ii) preventing unauthorized access to or use of the information, files or data that you store or use in or with the Service, Swipe & Save or any services provided in connection with them (collectively, "Account Data"). You are responsible for providing access and assigning passwords to other users, if any, under your account for the Service, Swipe & Save or any services provided in connection with them, and ensuring that such authorized users comply with this Agreement. You will be responsible for all electronic communications, including account registration and other account holder information, and financial, accounting and other data ("Communications") entered using the Licensee Access Information. It is assumed that any Communications received through use of the Licensee Access Information were sent or authorized by you. You agree to immediately notify us if you become aware of any loss, theft or unauthorized use of any Licensee Access Information. We reserve the right to deny you access to the Service, Swipe & Save or any services provided in connection with them (or any part thereof) if we reasonably believe that any loss, theft or unauthorized use of Licensee Access Information has occurred. You must inform us of, and hereby grant to us and our third party vendors permission to use, Licensee Access Information to enable us to provide the Service, Swipe & Save or any services provided in connection with them to you, including updating and maintaining Account Data, addressing errors or service interruptions, and to enhance the types of data and services we may provide to you in the future. We may use anonymous, aggregate information, which we collect and store, or which is collected and stored on our behalf by third party vendors, to conduct certain analytical research and help us to create new offerings and services for our customers. As we make additional offerings and online banking services available to you, some of which may rely on banking information maintained in your accounts, you will have the opportunity to participate in the services if you choose. If you choose not to participate, you do not need to notify us. We may also use anonymous, aggregate information which we collect and store, or which is collected and stored on our behalf by third party vendors, to (i) conduct database marketing and marketing program execution activities; (ii) publish summary or aggregate results relating to metrics comprised of research data from time to time; and (iii) distribute or license such aggregated research data to third parties. Additionally, automated technology may be used to tailor messages or advertisements that best reflect your interest and needs. Your Information and Account Data with Other Financial Institutions. Our financial management tools allow you to view accounts that you may have outside our financial institution (this is a process called "aggregation"). When you choose to use online financial services which are applicable to data that you have transacted with other financial institutions or card issuers, you are consenting to us accessing and aggregating your data from those outside financial institutions. That data includes your financial institution account access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information used to access your account(s) with other financial institutions, and the actual data in your account(s) with such financial institution(s) such as account balances, credit card charges, debits and deposits (collectively, "Financial Account Data"). In giving that consent, you are agreeing that we, or a third party vendor on our behalf, may use, copy and retain all such Financial Account Data, including but not limited to non-personally identifiable information of yours for the following purposes: (i) to collect your Financial Account Data, (ii) to reformat and manipulate your Financial Account Data, (iii) to create and provide hypertext links to you financial

19 institutions, (iv) to access the financial institutions' websites using your Financial Account Data, (v) to take such other actions as are reasonably necessary to perform the Services, (vi) as pertains to the use, function, or performance of the services which you have selected; (vii) as necessary or useful in helping us, or third parties on our behalf, to diagnose or correct errors, problems, or defects in the Services ; (viii ) for measuring downloads, acceptance, or use of the Services ; (ix ) for the security or protection of the Services ; (x) for the evaluation, introduction, implementation, or testing of the Services, or their upgrade, improvement or enhancement, or (vi) to assist us in performing our obligations to you in providing the Services. You acknowledge and agree that (i) some financial institutions may not allow the FinanceWorks software to access information relating to your accounts at such other financial institution; (ii) other financial institutions may make changes in their website, with or without notice to Beneficial or its service providers, that may prevent or delay aggregation of information from such websites; and (iii) the FinanceWorks Software "refreshes" Account Data by collecting the Financial Account Data nightly, so your recent transactions may not be reflected in any account balances or other account information presented to you through the Service. If you see a discrepancy in the Financial Account Data, and in any case before making any transactions or decisions based on such account information presented through the Service, you should check the last refresh date for the account and confirm that Financial Account Data is correct by following the link back to the applicable financial institution or otherwise confirm that the Financial Account Data is up to date and accurate. If we make additional online financial services available to you which are applicable to data that you have transacted with other financial institutions or card issuers, and which we will aggregate at this site, we will separately ask for your consent to collect and use that information to provide you with relevant offers and services. If you give us your consent, you will be agreeing to permit us to use Financial Account Data to help us suggest savings opportunities or additional products and services to you. If you select services that are offered by third parties or merchants through such offers or on our behalf, you will be agreeing that we have your consent to give such third parties or merchants your geographic location, and other data, collected and stored in aggregate, as necessary for such third parties or merchants to make their offerings and services available to you and to permit us to use Financial Account Data to help us suggest savings opportunities or additional products and services to you. Except as specified here, we and the third parties or merchants acting on our behalf shall not use or keep any of your personally identifiable information. Use, Storage and Access. We and our service providers shall have the right, in our and their sole discretion, respectively, and with reasonable notice posted on the FinanceWorks site and/or sent to your address provided in the Registration Data, to establish or change limits concerning use of the Service and any related services, temporarily or permanently, including but not limited to (i) the amount of storage space you have available through the Service at any time, and (ii) the number of times (and the maximum duration for which) you may access the Service in a given period of time. We and our service providers reserve the right to make any such changes effective immediately to maintain the security of the system or Licensee Access Information or to comply with any laws or regulations, and to provide you with electronic or written notice within thirty (30) days after such change. You may reject changes by discontinuing use of the Service and any related services to which such changes relate. Your continued use of the Service or any related services will constitute your acceptance of and agreement to such changes. Maintenance of the Service or any related services may be performed from time-to-time resulting in interrupted service, delays or errors in such Service or related services. Attempts to provide prior notice of scheduled maintenance will be made, but we cannot guarantee that such notice will be provided. Third Party Services. In connection with your use of the Service, Swipe & Save, or any other services provided in connection with them, you may be made aware of services, products, offers and promotions provided by third parties ("Third Party Services"). If you decide to use Third Party Services, you are responsible for reviewing and understanding the terms and conditions governing any Third Party Services. You agree that the third party is responsible for the performance of the Third Party Services.

20 Third Party Websites. The Service may contain or reference links to websites operated by third parties ("Third Party Websites"). These links are provided as a convenience only. Such Third Party Websites are not under our control. We are not responsible for the content of any Third Party Website or any link contained in a Third Party Website. We do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites, and the inclusion of any link in the Service, Swipe & Save or any other services provided in connection with them is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by us of any information contained in any Third Party Website. In no event will we or our service providers be responsible for the information contained in such Third Party Website or for your use of or inability to use such website. Access to any Third Party Website is at your own risk, and you acknowledge and understand that linked Third Party Websites may contain terms and privacy policies that are different from ours. We are not responsible for such provisions, and expressly disclaim any liability for them. Export Restrictions. You acknowledge that the Service may contain or use software that is subject to the U.S. Export Administration Regulations (15 CFR, Chapter VII) and that you will comply with these regulations. You will not export or re-export the Software or the Service, directly or indirectly, to: (1) any countries that are subject to US export restrictions; (2) any end user who has been prohibited from participating in US export transactions by any federal agency of the US government; or (3) any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons. You further acknowledge that this product may include technical data subject to export and re-export restrictions imposed by US law. SWIPE & SAVE. If you decide you wish to participate in the Swipe & Save application, you acknowledge and agree to the following terms and conditions of service. Swipe & Save. You will earn cash back for your participation in the Swipe & Save program based on total purchases. If you participate in the Swipe & Save program, we will credit all cash or cash back earned to your balance and send you a lump sum of all cash back due to you. For any qualifying purchases during the current month, we will distribute the lump sum amount to you during the following calendar month. For example, if the payment date of all cash back end user disbursements is August 30, the applicable Measurement Period would be the calendar month ended July 31. Cash earned will be deposited in the Swipe & Save deposit account which is associated with the check card used to make purchases. Swipe & Save Account. You must use the check card associated with the Swipe & Save account in order to receive the offers which qualify for cash back. Cash back will not be earned for any portion of your purchase that you pay for with store credit, gift certificates or other payment types. Purchases must be made as indicated in the offers made available under the Swipe & Save program. Each offer will specify whether the purchase can be made online, at a store location, or by telephone to be eligible for cash back. You must also comply with any guidelines included with the offer, such as offer expiration dates, minimum purchase amounts, purchase limits, etc. You must also pay using the check card associated with the account that received the Swipe & Save in order for the purchase to qualify. While we and the merchants work hard to properly track and credit all eligible purchases, there may be times that we are unable to do so because of problems with your Internet browser, the merchant's web site or our system. Please contact the Customer Contact Center at if you believe you have made a qualifying purchase for which you did not receive cash back. Please note that you will not earn cash back as part of this program if you use a check card not issued by us or do not have the designated deposit account opened with us at the time of disbursement. You understand and agree that we make no warranties and have no liability as to:

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