ex10-7.htm


    
      

    

    EXHIBIT
10.7

     

    


     

    AMENDMENT
TO AGREEMENT

     

    BENEFICIAL
MUTUAL SAVINGS BANK

     

    EXECUTIVE

     

    SALARY
CONTINUATION PLAN

     

    FOR

     

    ANDREW
J. MILLER

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    AMENDMENT TO
AGREEMENT

     

    The
Agreement between BENEFICIAL
MUTUAL SAVINGS BANK (hereinafter referred to as Bank) and Andrew J.
Miller (hereinafter referred to as Employee), dated April 1, 2006, is amended
this 31st day of
December 2008.

     

    BACKGROUND

     

    
      
        
          
            
              
                	 
      	 	
                        1.

                      	
                        Employee
      is employed by Bank

                      
	 	 	 	 
	 
      	 	
                        2.

                      	
                        Bank
      and Employee have entered into Agreement whereby if Employee dies while in
      Bank’s employ before attaining the age of sixty-five (65) years certain
      payments will be made to Employee’s spouse or children.

                      
	 	 	 	 
	 
      	 	
                        3.

                      	
                        The
      Agreement provides for deferred compensation in the form of a life
      insurance policy or cash that is payable to Employee upon termination of
      employment or retirement.

                      
	 	 	 	 
	 
      	 	
                        4.

                      	
                        The
      Agreement must be amended to conform to the requirements of Section 409A
      of the Internal Revenue Code of 1986, as amended, and the regulations
      issued
thereunder.

                      


              

            

          

        

      

    

     

    NOW, THEREFORE, intending to
be legally bound hereby, the parties amend the Agreement as
follows:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  1.

                                	
                                  EMPLOYEE DEATH BENEFITS PRIOR TO ATTAINING AGE
      55

                                
	 	 
	 
      	
                                  If
      Employee’s death occurs before Employee has attained the age of fifty-five
      (55) years, and while Employee is an active Employee of the Bank, Bank
      will pay to the Beneficiary (as identified in Section 9 hereof) $20,416.67 per month for
      twelve (12) months commencing with the first month following the date of
      Employee’s death and $13,617.92 per month
      commencing with the thirteenth (13th) month following Employee’s death
      through the month during which Employee would have attained the age of
      six-five (65) years had Employee lived to such date.

                                
	 	 
	2.	
                                  EMPLOYEE’S DEATH BENEFITS AFTER ATTAINING AGE 55
      BUT PRIOR TO ATTAINING AGE 65

                                
	 	 
	 
      	
                                  If
      Employee’s death occurs after Employee attains the age of fifty-five (55)
      years, but while Employee is an active Employee of Bank, Bank will pay to
      the Beneficiary (as identified in Section 9 hereof) $20,416.67 per month for
      twelve (12) months commencing with the first month following the date of
      Employee’s death and $13,617.92 per month
      commencing with the thirteenth (13th)
      month following Employee’s death through the one hundred and twentieth
      (120th)
      month following Employee’s
death.

                                


                        

                      

                       

                      
                        
                          
                          

                        

                        
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                                3.

                              	
                                BENEFITS AFTER EMPLOYEE’S TERMINATION OR EMPLOYEE
      ATTAINING THE AGE OF 65

                              
	 	 
	 
      	
                                Upon
      his/her retirement on or after age sixty-five (65), Employee shall be
      entitled to receive a life insurance policy in the amount of $490,000.00 (“Life
      Insurance Benefit”). The policy is intended to be a continuation of the
      current policy held by the Bank to fund the Employee’s benefits under this
      Plan. The policy delivered to Employee shall contain all of the attributes
      of the then current policy in the same proportion as the Life Insurance
      Benefit bears to the face amount of the policy. The formula for
      determining the attributes shall be as
follows:

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        	
                Attributes
      of

              	 
      	
                Life Insurance Benefit

              	 
      	
                Attributes
      of

              
	
                Then
      Current

              	
                X

              	
                Face
      Amount of

              	
                =

              	
                Life
      Insurance

              
	
                Policy

              	 
      	
                Current
      Policy

              	 
      	
                Benefit

              
	 
      	 
      	 
      	 
      	 
      


      

    

     

    
      
        	 
      	
                Alternatively,
      the Employee may elect to receive a cash payment equal to the cash
      surrender value of the life insurance policy that the Employee is
      otherwise entitled to receive upon his/her retirement. The Bank shall
      deliver such insurance policy or pay the cash value of the policy to the
      Employee in accordance with his/her election as soon as practicable
      following the date that is six months after Employee’s separation from
      service. In no event, however, shall such policy be delivered or the cash
      value paid to the Employee later than two and one half months following
      the date that is six months after the Employee’s separation from service
      or by the end of the Employee’s taxable year that contains such date,
      whichever is later. The Employee shall not be permitted, directly or
      indirectly, to designate the taxable year of the delivery or
      payment.

              


      

    

     

    When Used In This
Section

     

    
      
        
          
            	 
      	
                    (a)

                  	
                    the
      term “then current policy” shall mean all of the policies held by the
      Employer to provide funding for the Employee’s obligation under the
      Plan.

                  
	 	 	 
	 
      	
                    (b)

                  	
                    the
      term “attributes” shall include, but not limited to (1) cash value, (2)
      outstanding policy loans, and (3) premiums due.

                  
	 	 	 
	 
      	
                    As
      of the date on which Employee retires on or after the age of sixty-five
      (65), Employee’s rights under this Agreement, except to the extent
      provided in the first section of Section 3, shall terminate. Other
      termination provisions are found in Sections 6, 9 and 11
      hereof.

                  


          

        

      

    

     

    
      
        
          	 
      	
                  Should
      Employee terminate his/her employment with Bank prior to age 65 or should
      Employee be terminated for any reason, except for dishonesty, prior to age
      65. Employee shall be entitled to a life insurance policy with a death
      benefit to be the lesser of the (a) Life Insurance Benefit or (b) an
      amount calculated by multiplying the Life Insurance Benefit by a fraction,
      the denominator of which shall be twenty-five (25) and the numerator shall
      be the number of consecutive calendar years during which the Employee was
      in the employment of the Bank for a full twelve (12) months.
      Alternatively, such Employee may elect to receive a cash payment, equal to
      the cash surrender value of the policy multiplied by a fraction, the
      denominator of which is twenty-five (25) and the numerator shall be the
      number of consecutive calendar years during which the Employee was in the
      employment of the Bank. The Bank shall deliver such insurance policy or
      pay the cash value of the policy to the Employee, in accordance with
      his/her election, as soon as practicable following the date that is six
      months after the Employee’s separation from service. In no event, however,
      shall such policy be delivered or the cash value paid to the Employee
      later than two and one-half months following the date that is six months
      after Employee’s separation from service or by the end of the Employee’s
      taxable year that contains such date, whichever is later. The Employee
      shall not be permitted, directly or indirectly, to designate the taxable
      year of the delivery or payment.

                


        

         

        
          
            
            

          

          
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                                4.

                              	
                                EMPLOYEE CONTRIBUTION

                              
	 	 
	 
      	
                                Employee
      acknowledges that Employee has not been required to make any monetary
      payment to the Bank or give any consideration, other than employment to
      Bank, in return for this Agreement.

                              
	 	 
	
                                5.

                              	
                                BANK’S FUNDING

                              
	 	 
	 
      	
                                Bank
      shall not be required to fund its potential obligations under this
      Agreement or pledge assets as security for it performance
      hereunder.

                              
	 	 
	
                                6.

                              	
                                TERMINATION OF
EMPLOYMENT

                              
	 	 
	 
      	
                                This
      Agreement shall not in any way constitute an employment agreement between
      Employee and Bank and shall in no way obligate Bank to continue the
      employment of Employee with Bank, nor shall this Agreement limit the right
      of Bank to terminate Employee’s employment with Bank for any reason.
      Termination of Employee’s employment with Bank for any reason, whether by
      action of Bank, Employee, or in any other manner, shall immediately
      terminate this Agreement and all of Bank’s obligations hereunder. For
      purposes of Sections 1 and 2, the word “termination” shall not be defined
      to include termination occasioned by death of Employee.

                              
	 	 
	
                                7.

                              	
                                OTHER BENEFIT AND
  AGREEMENTS

                              
	 	 
	 
      	
                                The
      benefits provided for Employee hereunder are in addition to any other
      benefits Employee may have under any other plan or program of Bank and,
      except as otherwise expressly provided for herein, this Agreement shall
      supplement and shall not supersede any other Agreement between Bank and
      Employee or any provisions contained
therein.

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            	
                    8.

                  	
                    ASSIGNMENT

                  
	 	 
	 
      	
                    Neither
      Employee nor the Beneficiary hereunder shall have any right to commute,
      sell, transfer, assign or otherwise convey the right to receive any
      payments under the terms of this Agreement. Any such attempted assignment
      or transfer shall at the option of the Bank terminate this Agreement and
      Bank shall have no further liability
hereunder.

                  


          

           

          
            
              
              

            

            
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                              9.

                            	
                              BENEFICIARY

                            
	 	 
	 
      	
                              The
      Beneficiary under this Agreement shall be the spouse of the Employee at
      Employee’s time of death. If any payments remain due under this Agreement
      at the death of the Spouse, such remaining payments shall be paid to the
      living children and the living children of deceased children of Employee.
      Such payments shall be divided into equal shares, one for each living
      child and one for each deceased child, with living children, such deceased
      child’s share to be divided equally among his/her living
      children.

                            
	 	 
	 
      	
                              If
      at the time of the Employee’s death, Employee has no spouse, the
      beneficiaries shall be his/her living children and the living children of
      his/her deceased children. The payments shall be divided among the
      beneficiaries in the manner specified in the foregoing Section. If any
      payments or portions of payments remain due under the Agreement at the
      death of a Beneficiary, such remaining payments or portions of payment
      shall be paid to such Beneficiary’s living children equally. If no living
      children survive such deceased beneficiary, then such remaining payments
      or portions of payments shall be divided among the remaining beneficiaries
      in the manner specified in the foregoing Section.

                            
	 	 
	 
      	
                              In
      the event that at Employee’s death or at the death of a Beneficiary there
      are no other living grandchildren of Employee, Bank’s obligation to make
      payments under this Agreement is terminated.

                            
	 	 
	 
      	
                              Employee
      shall notify Bank in a form and manner acceptable to Bank of the names and
      addresses of his/her spouse, children and children of deceased children.
      Attached hereto as Exhibit “A” is a form of notice of names and addresses
      of Employee’s spouse, children and children of deceased children
      acceptable to Bank. In the absence of such notice, or in the event of an
      incomplete notice, Bank shall be under no obligation to make payments to
      any spouse, child or grandchild of whom it has no
  notice.

                            
	 	 
	
                              10.

                            	
                              NOTICE

                            
	 	 
	 
      	
                              Any
      notice which shall be or may be given hereunder shall be in writing and
      shall be mailed by certified mail, postage prepaid, addressed as
      follows:

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
        	
                (A)

              	
                Notice
      to Employee

              	
                (B)

              	
                Notice
      to Bank

              
	 
      	
                [OMITTED]

              	 
      	
                510 Walnut Street

              
	 
      	
                 

              	 
      	
                Philadelphia, PA
  19106

              


      

    

     

    
      
        
          
            	 
      	
                    Any
      part hereto may from time to time change the address to which notices to
      it shall be mailed by giving notice thereof in the manner provided for
      herein.

                  
	 	 
	
                    11.

                  	
                    MISCELLANEOUS

                  
	 	 
	 
      	
                    (a)

                  	
                    If
      Bank liquidates or is otherwise dissolved due to insolvency or any other
      event, this Agreement shall terminate and shall be considered null, void
      and of no legal effect.

                  


          

        

         

        
          
            
            

          

          
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                          (b)

                        	
                          This
      Agreement shall be binding upon and insure the benefits of the parties
      hereto, their respective heirs, executors, administrators, and
      Beneficiaries and Bank’s successors and assigns.

                        
	 	 	 
	 
      	
                          (c)

                        	
                          This
      Agreement represents the entire understanding between the parties here and
      may be amended only by an instrument in writing signed by such
      parties.

                        
	 	 	 
	 
      	
                          (d)

                        	
                          The
      parties hereto consent to the exclusive jurisdiction of the court of the
      Commonwealth of Pennsylvania in any and all actions arising
      hereunder.

                        
	 	 	 
	 
      	
                          (e)

                        	
                          This
      Agreement shall be governed and construed under the laws of the
      Commonwealth of Pennsylvania as in effect at the time of the execution of
      this Agreement.

                        
	 	 	 
	 
      	
                          (f)

                        	
                          All
      headings preceding the text of the several Sections hereof are inserted
      solely for reference and shall not constitute a part of this Agreement,
      nor affect its meaning, construction of effect.

                        
	 	 	 
	 
      	
                          (g)

                        	
                          The
      payment of any amounts or the delivery of any insurance policies under
      this Agreement shall be subject to all applicable tax withholding
      requirements. If Employee elects to receive an insurance policy upon
      his/her retirement or termination of employment Employee agrees to remit
      to the Bank all taxes that the Bank is required to withhold with respect
      to any such insurance policy (ies) that the Bank delivers to the
      Employee.

                        


                

              

            

          

        

      

    

     

    IN WITNESS WHEREOF, The
parties hereto have set their hands and seals the day first written
above.

     

    
      
        
          
            	 	
                    CORPORATE
      SEAL

                  	
                    BENEFIT
      MUTUAL SAVINGS BANK

                  	 
      
	 	 
      	 
      	 
      
	 	 
      	
                    By:
      /s/ Joseph
      Conners

                  	 
      
	 	 
      	 
      	 
      
	 	 
      	
                    EMPLOYEE

                  	 
      
	 	 
      	 
      	 
      
	 	 
      	
                    /s/ Andrew J. Miller

                  	 
      


          

        

      

    

     

     

     

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