ex10-8.htm


    
      
        

      

    

    
      EXHIBIT
10.8

       

      SUPPLEMENTAL

      PENSION
AND RETIREMENT PLAN

      OF

      BENEFICIAL
MUTUAL SAVINGS BANK

      AS
AMENDED AND RESTATED

      EFFECTIVE
JANUARY 1, 2009


       

       

      
        ARTICLE
I

      

       

      
        PURPOSE
CLAUSE

      

       

      This Plan
was established solely for the purpose of providing benefits to certain
employees of Beneficial Mutual Savings Bank which would have been payable to
such employees under the Employees’ Pension and Retirement Plan of Beneficial
Mutual Savings Bank but for the limitations placed on the amount of such
benefits by Sections 401(a)(17) and 415 of the Code.  The Plan is
intended to constitute an unfunded plan primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees.  This Plan is amended and restated, effective as of January
1, 2009, to conform to the requirements of Section 409A of the Code and the
regulations issued thereunder.

       

      
        ARTICLE
II

      

       

      
        DEFINITIONS

      

       

      2.1.          “Actuarially
Equivalent” shall mean equality in value of the aggregate amounts expected to be
received under different benefit forms, or the same form commencing at different
points of time, as determined using the actuarial equivalent assumptions set
forth in the Pension Plan.

       

      2.2.          “Administrator”
shall mean the Bank.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2.3.          “Bank”
shall mean Beneficial Mutual Savings Bank, and any successor or successors
thereof.

       

      2.4.          “Code”
shall mean the Internal Revenue Code of 1986, as from time to time
amended.

       

      2.5.          “Effective
Date” shall mean July 1, 1991.  The Effective Date of this amended and
restated Plan is January 1, 2009.

       

      2.6.          “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as from time to
time amended.

       

      2.7.          ‘‘Limitations”
means the limitations set forth in Sections 401(a)(17) and 415 of the Code, as
implemented by the terms of the Pension Plan.

       

      2.8.          “Participant”
shall mean any President or Vice President of the Bank who is employed by the
Bank on or after the Effective Date.

       

      2.9.          “Pension
Plan” shall mean the Employees’ Pension and Retirement Plan of Beneficial Mutual
Savings Bank, as from time to time amended.

       

      2.10.        “Plan”
shall mean this Supplemental Pension and Retirement Plan of Beneficial Mutual
Savings Bank, as from time to time amended.

       

      2.11.        “Post-409A
Benefits” shall mean the amount deferred by a Participant under the Plan after
December 31, 2004, as determined in accordance with Section 409A of the Code and
the regulations and other guidance issued thereunder.

       

      2.12.    
   “Pre-409A Benefits” shall mean the amount deferred by a
Participant under the Plan before January 1, 2005, including earnings thereon,
to the extent that the Participant’s right to such amount was earned and vested
as of December 31, 2004.  The amount deferred by a Participant prior
to January 1, 2005, equals the present value as of December 31, 2004 of the
amount to which the Participant would be entitled under the Plan if the
Participant voluntarily terminated service without cause on December 31, 2004,
and received a full payment of benefits from the Plan on the earliest possible
date allowed under the Plan following termination of service and received
benefits in the form with the maximum value.  A Participant’s Pre-409A
Benefits will be determined in accordance with the regulations and other
guidance issued under Section 409A of the Code by the Internal Revenue
Service.

       

      
        
          
          

        

        
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      2.13.        “Separation
from Service” or “Separates from Service” shall mean the severance of a
Participant’s employment with the Bank as determined in accordance with Section
409A of the Code.

       

      2.14.        “Specified
Employee” shall mean a Participant who as of the date of his Separation from
Service is a key employee (as defined in Section 416(i) of the Code without
regard to paragraph (5) thereof) of the Bank or of any entity that is treated as
a single employer with the Bank under Sections 414(b),(c), (m) or (o) of the
Code, but only if the Bank or any such entity is a corporation whose stock is
publicly-traded on an established securities market or otherwise.

      
         

        ARTICLE
III

      

       

      
        BENEFITS

      

       

      3.1.          (a)           
A Participant who terminates employment with the Bank and is eligible to receive
benefits under the Pension Plan immediately upon such termination shall receive
benefits under this Plan equal to the excess, if any, of (i) the benefits which
would have been payable to the Participant commencing on the first day of the
month coincident with or next following the attainment of at age 65 under the
Pension Plan in the form of a single life annuity but for the Limitations based
on the Participant’s compensation and service with the Bank through June 30,
2008, over (ii) the accrued benefits actually payable under the Pension Plan
commencing on the first day of the month coincident with or next following the
attainment of age 65 in the form of a single life annuity.  Benefits
shall commence to be paid to the Participant in accordance with Section 3.4,
below.

       

      
        
          
          

        

        
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      (b)           The
Participant may elect to receive pursuant to Section 3.2, below, the benefits
payable under this Section 3.1 in any one of the Actuarially Equivalent forms of
benefits available under the Pension Plan.

       

      3.2.         
(a)            If the
Participant so elects, the benefits payable under this Plan may be paid in one
of the optional forms of payment available under the Pension Plan other than the
normal form of payment applicable to the Participant’s benefits under the
Pension Plan.  If the Participant elects to receive benefits in one of
the optional forms such benefits will be adjusted using the same actuarial
assumptions that are used to calculate optional forms of benefits (other than
lump sums) under the Pension Plan.

       

      (b)           Any
election under this Section 3.2 shall be in writing, in such form as the
Administrator may require, and shall be effective only if submitted to the
Administrator before the date on which the payment of benefits under the Pension
Plan is scheduled to commence.  If the form of benefit elected under
this Section 3.2 is a joint and survivor annuity, the Participant’s election
shall not be effective unless it identifies the beneficiary who shall receive
the survivor’s annuity.

       

      3.3.          (a)           In
the event of the death of a Participant prior to the commencement of benefits
under the Pension Plan, and if the Participant’s surviving spouse or other
beneficiary is entitled to receive a survivor’s benefit under the Pension Plan
as a consequence thereof, the surviving spouse, or such other beneficiary, shall
receive benefits equal to the excess, if any, of (i) the survivor’s benefits
which would have been payable to the surviving spouse, or such other
beneficiary, under the Pension Plan based upon the Participant’s compensation
and service with the Bank through June 30, 2008 and the benefits that would have
been payable to the Participant commencing on the first day of the month
coincident with or next following the attainment of age 65 in the form of a
single life annuity but for the Limitations, over (ii) the survivor’s benefits
actually payable to the surviving spouse or such other beneficiary under the
Pension Plan based upon the Participant’s accrued benefits as of June 30, 2008,
payable on the first day of the month coincident with or next following the
attainment of age 65 in the form of a single life annuity.

       

      
        
          
          

        

        
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      (b)           The
benefit payable under this Section 3.3 shall be payable in the same form as the
survivor benefit that is payable under the Pension Plan.

       

      3.4.          Commencement
of Benefits.  Except otherwise elected by the Participant in
accordance with Section 3.5, below, benefits payable under this Article 3 shall
commence as soon as practicable following the date of the Participant’s
Separation from Service but not later than the last day of the taxable year of
the Participant in which such Separation from Service occurs, or if later, by
the 15th day of
the third calendar month following the date of the Participant’s Separation from
Service.  In no event shall the Participant be permitted, directly or
indirectly, to designate the taxable year of the commencement of
benefits.  If the Participant is a Specified Employee as of the date
of the Participant’s Separation from Service, payments of the Participant’s
Post-409A Benefits shall be delayed until the date that is six months following
the date of the Participant’s Separation from Service.  If benefits
commence prior to the Participant’s attainment of age 65, benefit payments to
the Participant (or to the surviving spouse or beneficiary as the case may be)
shall be reduced by 1/180 for each of the first 60 months between the date of
the first payment and the first day of the month coincident with or next
following the date the Participant would attain age 65 and by 1/360 for each
additional month.

       

      
        
          
          

        

        
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      3.5.          Payment
Elections.  All payment elections shall be on a prescribed form
designated and approved by the Administrator.

       

      (a)           Transitional
Elections.  On or before December 31, 2008, if a Participant wishes to
change or make a new payment election, the Participant may do so by completing a
payment election form designated and approved by the Administrator, provided
that any such election (i) must be made no later by December 31, 2008, and must
be made prior to the year in which benefits payments are scheduled to commence;
(ii) shall not take effect before the date that the election is made and
accepted by the Administrator, (iii) does not cause a payment that would
otherwise be made in the year in which the election is made to be delayed to a
later year and (iv) does not accelerate into the year in which the election is
made a payment that is otherwise scheduled to be made in a later
year.

       

      (b)           Changes
in Payments Elections After 2008.  On or after January 1, 2009, if a
Participant wishes to change his payment election, the Participant may do so by
completing a payment election form designated and approved by the Administrator,
provided that any such election (i) must be made at least 12 months before the
date on which any benefit payments are scheduled to commence; (ii) shall not
take effect until 12 months after the date the election is made and accepted by
the Administrator and (iii) for payments to be made other than upon death, must
provide an additional deferral payment at least five years from the date that
such payment would otherwise have been made or, in the case of any annuity and
installment payments treated as single payment, five years from the date the
first amount was scheduled to be paid.  For purpose of this Plan and
clause (iii) above, all annuities or installment payments under this Plan shall
be treated as a single payment.  An election by a Participant to only
change the form of payment to one of the Actuarially Equivalent forms of
benefits available under the Plan shall not be treated as a change in payment
election for purposes of this Section 3.5; however, any such election must be
made by the Participant on an election form designated by and approved by the
Administrator.

       

      
        
          
          

        

        
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      3.6.          Prohibition
on Acceleration of Payments.  Except as provided in this Section 3.6,
in no event shall the time or schedule of any payment or any amount scheduled to
be paid pursuant to the terms of the Plan be accelerated, and no such
accelerated payment may be made whether or not provided for under the terms of
the Plan.  Notwithstanding the previous sentence, payment of benefits
due to the Participant’s death will not be treated as resulting in an
acceleration of payment.

       

      (a)           Payment
Upon Income Inclusion.  The Administrator may provide for the
acceleration of the time or schedule of a payment at any time the Plan fails to
meet the requirements of Section 409A and the regulations
thereunder.  Such payment may not exceed the amount required to be
included in the Participant’s income as a result of a failure to comply with the
requirements of Section 409A and the regulations thereunder.

       

      (b)           Plan
Termination.  The Administrator may accelerate the time and form of
payment where the acceleration of payment is made pursuant to the termination of
the Plan in accordance with one of the following provisions:

       

      
        
          
          

        

        
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      (i)           The
Bank may terminate the Plan at any time and for any reason, provided that the
termination and liquidation of the Plan does not occur proximate to a downturn
in the financial health of the Bank.  The Bank must terminate and
liquidate all agreements, methods, programs and other arrangements sponsored by
the Bank that would be aggregated with any terminated and liquidated agreements,
methods, programs and other arrangements under Treasury Regulation Section
1.409A-1(c) if the same Participant had deferrals of compensation under all of
the agreements, methods, programs and other arrangements that are terminated and
liquidated.  Further, no payments in liquidation of the Plan shall be
made within 12 months of the date the Bank takes all necessary action to
irrevocably terminate and liquidate the Plan other than payments that would be
payable under the terms of the Plan if the actions to terminate and liquidate
the Plan had not occurred.  In addition, all payments shall be made
within 24 months of the date the Bank takes all necessary action to irrevocably
terminate and liquidate the Plan.  Further, the Bank shall not adopt a
new plan that would be aggregated with any terminated and liquidated plan under
Treasury Regulation Section 1.409A-1(c) if the same Participant participated in
both plans, at any time within three years following the date that the Bank
takes all necessary action to irrevocably terminate and liquidate the
Plan.

       

      (ii)           Such
other events and conditions as prescribed by Treasury Regulation Section
1.409A-3(j)(4)(ix) or any generally applicable guidance published in the
Internal Revenue Bulletin.

       

      (c)           Payment
of State, Local, FICA or Foreign Taxes.  The Administrator may provide
for the acceleration of the time and form of a payment to reflect the payment of
state, local or foreign tax obligations arising from participation in the Plan
that apply to an amount deferred under the Plan before the amount is paid or
made available to the Participant.  Such payment may not exceed the
amount of such taxes due as a result of participation in the Plan.  A
Participant’s benefits under the Plan shall be reduced to reflect the payment of
the Participant’s tax obligations under this Section.

       

      
        
          
          

        

        
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      3.7.          Six-Month
Delay for Specified Employees.  Notwithstanding anything in this
Article III to the contrary, if a Participant is a Specified Employee on the
date of his “separation from service,” within the meaning of section 409A of the
Code, in no event shall the Participant’s Post-409A Benefits commence to be paid
to the Participant until the date that is six months after the date of the
Participant’s Separation from Service (or, if earlier than the end of the six
month period, the date of death of the Specified Employee).  If a
benefit payment to a Participant is delayed pursuant to the preceding sentence,
the Participant shall be entitled to a retroactive payment in a lump sum of any
delayed payments plus interest on the delayed payments equal to the FAS 87
discount rate in effect at the start of the six-month period.  The
Participant’s benefits that accrued prior to 2005 shall be paid to the
Participant in accordance with the provisions of this Article III.

       

      3.8.          Separation
from Service Prior to 2005.  If a Participant separated from service
prior to 2005, his or her rights and benefits under the Plan shall be determined
by the terms and provisions of the Plan as in effect on December 31,
2004.

       

      3.9.          Separation
from Service After 2004 and Prior to 2009.  If a Participant who is
entitled to benefits under the Plan separated from service after 2004 but prior
to 2009 and who has not commenced benefits by January 1, 2009, his or her
benefits shall commence benefits as soon as practicable following the date the
Participant attains age 60, but not later than the end of the calendar year in
which the Participant attains age 60, unless the Participant makes an election
in accordance with Section 3.5, above.

      
         

        ARTICLE
IV

      

       

      
        ADMINISTRATION

      

       

      4.1.          The
Plan shall be administered by the Administrator, which shall have the authority
to interpret the Plan, to determine eligibility hereunder, and to determine the
nature and amount of benefits.  Any construction or interpretation of
the Plan and any determination of fact in administering the Plan made in good
faith by the Administrator shall be final and conclusive for all Plan
purposes.

       

      
        
          
          

        

        
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      4.2.     
    (a) 
         The Administrator shall
prescribe a form for the presentation of claims under the terms of this
Plan.

       

      (b)           Upon
presentation to the Administrator of a claim on the prescribed form, the
Administrator shall make a determination of the validity thereof.  If
the determination is adverse to the claimant, the Administrator shall furnish to
the claimant within 90 days after the receipt of the claim a written notice
setting forth the following:

       

      (i)           the
specific reason or reasons for the denial;

       

      (ii)          specific
references to pertinent provisions of the Plan on which the denial is
based;

       

      (iii)         a
description of any additional material or information necessary for the claimant
to perfect the claim and an explanation of why such material or information is
necessary; and

       

      (iv)         appropriate
information as to the steps to be taken if the claimant wishes to submit his or
her claim for review.

       

      (c)           In
the event of a denial of a claim, the claimant or his or her duly authorized
representative may appeal such denial to the Administrator for a full and fair
review of the adverse determination.  Claimant’s request for review
must be in writing and made to the Administrator within 60 days after receipt by
claimant of the written notification required under Section 4.2(b); provided,
however, such 60-day period shall be extended if circumstances so
warrant.  Claimant or his or her duly authorized representative may
submit issues and comments in writing which shall be given full consideration by
the Administrator in its review.

       

      
        
          
          

        

        
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      (d)           The
Administrator may, in its sole discretion, conduct a hearing.  A
request for a hearing made by claimant will be given full
consideration.  At such hearing, the claimant shall be entitled to
appear and present evidence and be represented by counsel.

       

      (e)           A
decision on a request for review shall be made by the Administrator not later
than 60 days after receipt of the request; provided, however, in the event of a
hearing or other special circumstances, such decision shall be made not later
than 120 days after receipt of such request.  If it is necessary to
extend the period of time for making a decision beyond 60 days after the receipt
of the request, the claimant shall be notified in
writing of the extension of time prior to the beginning of such
extension.

       

      (f)           The
Administrator’s decision on review shall state in writing the specific reasons
and references to the Plan provisions on which it is based.  Such
decision shall be promptly provided to the claimant.  If the decision
on review is not furnished in accordance with the foregoing, the claim shall be
deemed denied on review.

      
         

        ARTICLE
V

      

       

      
        AMENDMENT AND
TERMINATION

      

       

      5.1.          The
Bank may amend the Plan in any manner and at any time by action of its Board of
Trustees; provided, however, that no amendment shall deprive any Participant of
any benefit accrued hereunder as of the date of adoption of such amendment as
determined under Section 5.3, below.

       

      5.2.          The
Bank reserves the right to terminate this Plan at any time in accordance with
Section 3.6, in which case the benefits payable to any Participant shall be
limited to those accrued hereunder as of the effective date of termination, as
determined under Section 5.3, below.

       

      
        
          
          

        

        
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      5.3.          For
purposes of Sections 5.1 and 5.2, above, the benefit accrued by a Participant as
of the date of adoption of an amendment to the Plan or the effective date of
termination of the Plan shall be computed under Section 3.1 as if the
Participant has terminated employment with the Bank on such date, and under
Section 3.3 as if the Participant had died on such date, and shall be payable in
such manner and at such times specified in Article III, above; provided,
however, that in no event shall the amount so computed exceed the excess, if
any, of (a) the benefit which is payable to the Participant, or his surviving
spouse or other beneficiary, as the case may be, under the Pension Plan but for
the Limitations, over (b) the benefit which is payable to the Participant, or
his surviving spouse or other beneficiary, as the case may be, under the Pension
Plan.

      


      
        ARTICLE
VI

      

       

      
        MISCELLANEOUS

      

       

      6.1.          Nothing
contained herein shall be construed as providing for assets to be held in trust
or escrow or any other form of asset segregation for the Participant, the
Participant’s surviving spouse or other beneficiary, the Participant’s only
interest being the right to receive benefits set forth herein.  To the
extent that the Participant or any other person acquires a right to receive
benefits under this Plan, such right shall be no greater than the right of any
unsecured general creditor of the Bank.

       

      6.2.          Nothing
contained in this Plan shall be construed as a contract of employment between
the Bank and any Participant, or as a right of any Participant to be continued
in employment of the Bank, or as a limitation on the right of the Bank to
discharge any of its employees, with or without cause.

       

      
        
          
          

        

        
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      6.3.          The
benefits payable hereunder or the right to receive future benefits under the
Plan may not be anticipated, alienated, pledged, encumbered, or subject to any
charge or legal process.

       

      6.4. 
        This Plan shall be interpreted
in accordance with the laws of the Commonwealth of Pennsylvania, except to the
extent superseded by ERISA.

       

      IN
WITNESS WHEREOF, the Bank has caused this instrument to be executed by its
authorized officers and its corporate seal to be impressed hereon this 18th day of
December, 2008.

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                Attest:

                              	 
      	BENEFICIAL
      MUTUAL SAVINGS BANK
	 	 	 
	 	 	 
	
                                /s/
      Marcella Hatcher

                              	 
      	
                                By:

                              	
                                /s/
      Thomas M Topley

                              	 
      
	
                                [Seal]

                              	 
      	 
      	 
      	 
      


                      

                    

                  

                

              

            

          

        

      

       

       

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