Exhibit 10.6


    
      

    

     

     

    

      Exhibit
        10.6

      


      The
        Salary Continuation Agreements between Beneficial Mutual Savings Bank (the
        “Bank”) Joseph F. Conners, Paul R. Driscoll, Andrew Miller, George W. Nise and
        Robert W. Keddie, Jr. (collectively, the “Executives”) are substantially
        identical except that:

      


      
        	(a)	
                The
                  Executives’ beneficiaries would receive the following monthly death
                  benefits in the event of death prior to age 55 while in active
                  service
                  with Bank:

              


      

      


      
        	
                 

                 

                Executive

              	
                 

                 

                First
                  12 months

              	
                13th
                  month through the
month executive
would have reached age
                  65

              
	
                Mr.
                  Conners

              	
                $20,417

              	
                $13,618

              
	
                Mr.
                  Driscoll

              	
                 
                  19,130

              	
                 
                  12,759

              
	
                Mr.
                  Miller

              	
                 
                  20,417

              	
                 
                  13,618

              
	
                Mr.
                  Nise

              	
                 
                  40,417

              	
                 
                  26,958

              
	
                Mr.
                  Keddie

              	
                 
                  22,917

              	
                 
                  15,285

              


      

      


      
        	(b)	
                The
                  Executives’ beneficiaries would receive the following monthly death
                  benefits in the event of death between ages 55 and
                  65:

              


      

      


      
        	
                 

                 

                Executive

              	
                 

                 

                First
                  12 months

              	
                13th
                  month through 120th
month
                  following date of
death

              
	
                Mr.
                  Conners

              	
                $20,417

              	
                $13,618

              
	
                Mr.
                  Driscoll

              	
                 
                  19,130

              	
                 
                  12,759

              
	
                Mr.
                  Miller

              	
                 
                  20,417

              	
                 
                  13,618

              
	
                Mr.
                  Nise

              	
                 
                  40,417

              	
                 
                  26,958

              
	
                Mr.
                  Keddie

              	
                 
                  22,917

              	
                 
                  15,285

              


      

      


      (c)
        Upon
        retirement at age 65, the Executives receive life insurance benefits in the
        form
        of a life insurance policy in the following amounts:

      


      
        	
                Executive

              	
                Policy
                  Amount 

              
	
                Mr.
                  Conners

              	
                $490,000

              
	
                Mr.
                  Driscoll

              	
                 
                  459,112

              
	
                Mr.
                  Miller

              	
                 
                  490,000

              
	
                Mr.
                  Nise

              	
                 
                  970,000

              
	
                Mr.
                  Keddie

              	
                 
                  550,000

              


      

      


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    AGREEMENT

    


    


    Agreement
      made this 1st day
      of
July
      2003
      between
BENEFICIAL
      MUTUAL SAVINGS BANK
      (hereinafter referred to as Bank) and _______________________ (Hereinafter
      referred to as Employee).

    


    BACKGROUND

    


    
      	
            	1.	
              Employee
                is employed by Bank

            


    

    


    
      	
            	2.	
              Bank
                and Employee desire to enter 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 family as more fully set forth
                herein.

            


    

    


    NOW,
      THEREFORE,
      intending to be legally bound hereby, the parties agree 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 Paragraph 9 hereof) _________ per month for
      twelve (12) months commencing with the first month following the date of
      Employee’s death and _________ per month commencing with the thirteenth (13th)
      month following Employee’s death through the month during which Employee would
      have attained the age of sixty-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 Paragraph 9 hereof) _________ per month for twelve
      (12) months commencing with the first month following the date of Employee’s
      death and _________ per month commencing with the thirteenth (13th) month
      following Employee’s death through the one hundred and twentieth (120th) month
      following Employee’s death.

    


    3.           
       Benefits
      After Employee’s Termination Or Employee Attaining the Age of
      65

    


    Upon
      his
      or her retirement at age sixty-five (65) Employee shall receive a life insurance
      policy in the amount of _________ (“Life Insurance Benefit”). The policy is
      intended to be a continuation of the current policy held by the Bank to fund
      the
      Employee Benefits under this Plan. The policy delivered to Employee, as the
      Life
      Insurance Benefit 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 attribute shall be as
      follows:

     

    
      	
              Attributes
                of

              Then
                Current

              Policy

            	
              x

            	
              Life
                Insurance Benefit

              Face
                Amount of

              Current
                Policy

            	
              =

            	
              Attributes
                of

              Life
                Insurance

              Benefit

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    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 be limited to (1) cash value, (2)
                outstanding policy loans, and (3) premiums
                due.

            


    

    


    As
      of the
      date in which he or she attained the age of sixty-five (65) years, 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
      paragraph’s 6, 9 and 11 hereof. Should Employee terminate her employment with
      Bank or should Employee be terminated for any reasons, except for dishonesty,
      or
      should this Plan be terminated, 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 for a full twelve (12) months.

    


    4.             Employee
      Contribution

    


    Employee
      acknowledges that she 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 its performance hereunder.

    


    6.            
      Terminations
      of Employment

    


    This
      Agreement shall not in any way constitute any 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 Paragraphs 1 and 2, the
      word “termination” shall not be defined to include termination occasioned by
      death of Employee.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    7.             Other
      Benefits 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.

    


    9.             Beneficiary

    


    The
      following person(s) shall be deemed the Beneficiary or Beneficiaries under
      this
      Agreement in the percentages set forth as follows:

     

    
      	 	
              Name

            	 	
              Percentages

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


    Notwithstanding
      anything set forth herein to the contrary, the Employee’s Beneficiary or
      Beneficiaries must be members of the Employee’s family, including parents,
      siblings, aunts, uncles nieces and nephews.

    


    If
      any
      payments or portions of payments remain due under the Agreement at the death
      of
      a Beneficiary, such remaining payments or portion of payment shall be paid
      to
      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 percentages indicated in
      the
      foregoing paragraph.

    


    In
      the
      event that at Employee’s death or at the death of a Beneficiary, there are no
      other Beneficiaries or children of Beneficiaries, Banks 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 or her beneficiaries and children of such beneficiaries.
      Attached hereto as Exhibit “A” is a form of notice of names and addresses of
      Employee’s Beneficiaries and children of Beneficiaries 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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    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

            
	 	 	 	 	 
	 	 	 	 	
              510
                Walnut Street

            
	 	 	 	 	
              Philadelphia,
                PA 19106

            
	 	 	 	 	 
	 	 	 	 	 


    

    


    Any
      party
      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.

              


      

      


      
        	(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
                  hereto
                  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 courts
                  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 paragraphs hereof
                    are inserted
                    solely for reference and shall not constitute a part of this
                    Agreement,
                    nor affect its meaning, construction of
                    effect.

                


        

      

    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

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

     

    
      
        	
                CORPORATE
                  SEAL

              	 	
                BENEFICIAL
                  MUTUAL SAVINGS BANK

              
	 	 	 	 
	 	 	
                By:

              	 
	 	 	 	 
	 	 	 	 


      

       

    

    
      
        
        

      

      
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