ex10-9.htm


    
      

    

    EXHIBIT
10.9

    


    SECOND
AMENDMENT

    TO
THE BENEFICIAL MUTUAL SAVINGS BANK

    BOARD
OF MANAGERS’ NON-VESTED DEFERRED COMPENSATION PLAN

    (Section
409A Amendment)

    


    This amendment is adopted by the Board
of Trustees (the “Board”) of Beneficial Mutual Savings Bank (the “Bank”) on
December 18, 2008, at a duly held meeting of the Board of Trustees.

    


    WHEREAS, the Bank maintains
the Board of Managers’ Non-Vested Deferred Compensation Plan (the “Plan”) to
enable the Bank’s Trustees to defer receipt of a designated percentage of their
Board fees; and

    


    WHEREAS, the Bank Board
desires to amend the Plan, in part, to comply with Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance
issued with respect to Section 409A of the Code; and

    


    WHEREAS, Article XI of the
Plan provides that the Plan may be amended or modified from time to time by the
Board.

    


    NOW, THEREFORE, the Bank Board
hereby amends the Plan effective January 1, 2005, as follows:

    


    FIRST
CHANGE

    


    Article I
of the Plan shall be amended to include the following new
paragraph:

    


    “The Plan
has been amended to incorporate the applicable provisions of Section 409A of
theInternal Revenue Code of 1986, as amended (the “Code”) and the regulations
and all applicableguidance issued under Section 409A of the Code by the Internal
Revenue Service (collectively referred to herein as “Section 409A”) insofar as
the specific rules of Section 409A are applicable to benefits that vested or
will vest after December 31, 2004.  It is the intention of the Bank
that any portion of the benefits that vested prior to January 1, 2005 shall not
be subject to Section 409A and shall receive the full benefit of the
grandfathering protection afforded to nonqualified deferred compensation amounts
that vested prior to January 1, 2005.  To the extent necessary to give
effect to the preceding sentence, the Board may construe this Plan as two (2)
separate plans.  All provisions of the Plan that relate specifically
to Section 409A shall be effective as of January 1, 2005.”

    


    SECOND
CHANGE

    


    The first
sentence of Article VI shall be deleted in its entirety and replaced with the
following new sentence:

    


    “The
Participant my elect to receive payment of the deferred amounts credited to his
Plan account(and any appreciation depreciation thereon) upon a Separation of
Service (subject to Article IX)in a lump sum or in annual installments not to
exceed ten (10) years.”

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    THIRD
CHANGE

    


    Article
VI shall be amended by adding the following new language to the end
thereof:

    


    “With
respect to benefits that vested prior to January 1, 2005, a Participant’s
Distribution ElectionForm must be submitted either (i) more than one year before
the date on with a Participant’sserviceas a Trustee terminates for any reason,
or (ii) within 30 days of the Plan’s effective or the Participant’s initial
service with the Bank as a Trustee.  For benefits vesting after
December 31, 2004, the following distribution rules apply:  (i)
changes to distribution elections may not accelerate the time or schedule of any
distribution, except as provided under Section 409A; (ii) changes must, for
benefits distributable upon Separation from Service (as defined under Section
409A ), delay the commencement of distributions for a minimum of five (5) years
from the date the first distribution was originally schedule to be made; and
(iii) distributions must take effect not less that twelve (12) months after the
election is made.

    


    Upon the
inclusion of any amount into a Participant’s income as a result of the failure
of this non-qualified deferred compensation plan to comply with the requirements
of Section 409A, to theextent such tax liability can be covered by the
Participant’s account balance in the Plan, a distribution shall be made as soon
as administratively practicable following the discovery of the plan
failure.”

    


    FOURTH
CHANGE

    


    The following new Article XIII shall be
added to the Plan:


    


    “XIII    SECTION
409A

    


    “This Plan shall at all times be
administered and the provisions of this Plan shall be interpretedconsistent with
the requirements of Section 409A.  Any modification to the terms of
this Plan thatwould inadvertently result in an additional tax liability on the
part of a Participant shall have no effect, provided the change in the terms of
the Plan are rescinded by the earlier of a date before the right is exercised
(if the change grants a discretionary right) and the last day of the calendar
year during which such change occurred.

    


    On or
before December 31, 2008, if a Participant wishes to change his or her payment
election as tothe form or timing of the payment under the Plan, the Participant
may do so by completing aTransition Relief Election Form, provided that any such
election (i) must be made prior to the Participant’s Separation form Service,
(ii) shall not take effect before the date that is 12 months after the date the
election is made, (iii) cannot apply to amounts that would otherwise be payable
in 2008 and may not cause an amount to be paid in 2008 that would otherwise be
paid in a later year.”


    


    FIFTH
CHANGE

    


    Article XI shall be amended by adding
the following language to the beginning of the first sentence:

    


    “Subject to Section 409A”

    


    
      
        
        

      

      
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    SIXTH
CHANGE

    


    Sections (A) and (B) of Article VIII
are deleted in their entirety and replace with the following new Section
(A):

    


    “(A)           After
vesting under Article IV of the Plan and upon the Bank’s determination
(following petition by the Participant) that the Participant has suffered an
unforeseeable emergency as described below, the Bank shall (i) terminate the
then effective deferral election of the Participant to the extent permitted
under Section 409A of the Code, and (ii) distribute to the Participant all or a
portion of his or her deferral account balance as determined by the Bank, but in
no event shall the distribution be greater than the amount determined by the
Bank that is necessary to satisfy the unforeseeable emergency plus amounts
necessary to pay taxes reasonably anticipated as a result of the distribution,
after taking into account the extent to which the unforeseeable emergency is or
may be relieved through reimbursement or compensation by insurance or otherwise
or by liquidation of the Participant’s assets (to the extent the liquidation of
assets would not itself cause severe financial hardship); provided, however,
that such distribution shall be permitted solely to the extent permitted under
Section 409A of the Code.  For purposes of this Article VIII,
“unforeseeable emergency” means a severe financial hardship to the Participant
resulting from (a) an illness or accident of the Participant, the Participant’s
spouse or a dependent (as defined in Section 152(a) of the Code) of the
Participant, (b) a loss of the Participant’s property due to casualty, or (c)
other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant, each as determined to exist by
the Bank”.


    


    Further, with the deletion of Section
(B), Section (C) will become Section (B) of Article VIII.


    


    IN WITNESS WHEREOF, the Bank
has caused this Amendment to be executed by its duly authorized officer on
the 18th day of
December, 2008

    


    
      
        
          
            	
                    ATTEST:

                  	 
      	
                    BENEFICIAL
      MUTUAL SAVINGS BANK

                  	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                    /s/
      Joseph Conners

                  	 
      	
                    /s/
      Thomas M. Topley

                  	 
      
	 
      	 
      	
                    For
      the Board of Trustees

                  	 
      


          

        

      

    

     

     

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