Exhibit 10.11


    
      

    

     

    Exhibit
      10.11

     

    


     

    SENIOR
      MANAGEMENT AGREEMENT

     

     

    BY
      AND
      BETWEEN

     

     

    BENEFICIAL
      INSURANCE SERVICES, LLC

     

     

    AND

     

     

    ROBERT
      J.
      BUSH

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    

      
        	
                TERM

              	
                SECTION
                  REFERENCED

              
	
                “AAA”
                  

              	
                Section
                  12.2

              
	
                “Affiliate”
                  

              	
                Section
                  1.1

              
	
                “Agreement”

              	
                Introduction

              
	
                “Average
                  Monthly Variable Compensation”

              	
                Section
                  2.3(b)

              
	
                “Asset
                  Purchase Agreement 

              	
                Background

              
	
                “Base
                  Salary” 

              	
                Section
                  2.1

              
	
                “Board”
                  

              	
                Section
                  1.1

              
	
                “Business”
                  

              	
                Background

              
	
                “Cause”
                  

              	
                Section
                  1.4

              
	
                “Company”
                  

              	
                Introduction

              
	
                “Confidential
                  Information” 

              	
                Section
                  5

              
	
                “Effective
                  Date” 

              	
                Introduction

              
	
                “Employer
                  Group” 

              	
                Section
                  3.1

              
	
                “Employer
                  Group Member” 

              	
                Section
                  3.1

              
	
                “Employment
                  Discrimination” 

              	
                Section
                  12.2

              
	
                “Employment
                  Period” 

              	
                Section
                  1.2

              
	
                “Employment
                  Rules” 

              	
                Section
                  12.2

              
	
                “the
                  Executive” 

              	
                Introduction

              
	
                “Good
                  Reason” 

              	
                Section
                  1.5(b)

              
	
                “Hertel”
                  

              	
                Background

              


      


      
        
          
          

        

        
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                “Initial
                  Period” 

              	
                Section
                  1.2

              
	
                “Permanent
                  Disability” 

              	
                Section
                  1.4

              
	
                “Permitted
                  Investments” 

              	
                Section
                  4

              
	
                “Restrictive
                  Covenants” 

              	
                Section
                  12.1

              
	
                “Severance
                  Period” 

              	
                Section
                  2.3(b)

              
	
                “Territory” 

              	
                Section
                  4

              
	
                “Variable
                  Compensation” 

              	
                Section
                  2.2

              
	
                “Work
                  Product” 

              	
                Section
                  8

              


      

    

     

    



    
      
        
          
          

        

        
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    SENIOR
      MANAGEMENT AGREEMENT

     

    SENIOR
      MANAGEMENT AGREEMENT (the “Agreement”),
      dated
      as of January
      14, 2005, (the “Effective
      Date”)
      by and
      among Beneficial Insurance Services, LLC (the “Company”),
      Beneficial Mutual Savings Bank (“BSB”), solely as its obligations relate to
      Section 14 hereof, and Robert J. Bush (the “Executive”).

    


    BACKGROUND

    


    A.    The
      Company is a wholly-owned subsidiary of BSB. This Agreement is being entered
      into in connection with the Asset Purchase Agreement dated as of January 14,
      2005, by and among the Company, Paul Hertel & Co., Inc. (“Hertel”)
      and
      the shareholders of Hertel (the “Asset
      Purchase Agreement”).
      Prior
      to the date hereof, Hertel acted as a full-service independent insurance agent
      and broker providing property, casualty, life, health benefit and financial
      services products to businesses, organizations and individuals in the United
      States, principally in Pennsylvania, New Jersey and Delaware (the “Business”).
      Pursuant to the Asset Purchase Agreement, the Company has acquired substantially
      all of the assets of Hertel.

    


    B.    The
      Company desires to engage the Executive as its President as of the Effective
      Date, and the Executive desires to be so engaged by the Company, as set forth
      herein.

    


    TERMS

    


    NOW,
      THEREFORE, in consideration of the premises, the mutual covenants of the parties
      hereinafter set forth and other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, and intending to be legally bound,
      the parties hereto hereby agree as follows:

    


    PROVISIONS
      RELATING TO EMPLOYMENT

    1.    Employment.

    


    1.1.    Engagement;
      Duties and Powers.
      The
      Company shall employ the
      Executive, and the Executive hereby accepts employment with the Company, as
      President for the Employment
      Period (as defined below), in accordance with the terms and conditions of this
      Agreement. During the Employment Period, the Executive shall have such
      responsibilities, duties and authority as are customarily assigned to such
      position and shall render such services of an executive and administrative
      character or act in such other capacity for the Company and its Affiliates
      (as
      defined below), as the Company’s board of managers (the “Board”)
      may
      direct, and report to such persons as the Board may from time to time direct.
      The Executive shall perform
      the duties and carry out the responsibilities assigned to the Executive, to
      the
      best of the Executive’s ability, in a trustworthy, businesslike and efficient
      manner for the purpose of advancing the business of the Company and

    


    
      
        
          
          

        

        
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    shall
      comply with the Company’s policies and procedures. The Executive acknowledges
      that the Executive’s duties and responsibilities hereunder will require the
      Executive’s full business time and effort and agrees that, during the Employment
      Period, the Executive will not engage in any other business activity or have
      any
      business interests which may conflict with or impair the performance of any
      of
      the Executive’s duties hereunder except that the Executive may engage in (a)
      activities or interests as set forth on Schedule 1.1, (b) activities in
      connection with
      the
      winding down of the Business or (c) activities or
      interests approved by the prior written consent of the Company, which consent
      the Company may withhold in its sole and absolute discretion, in each case
      of
      clauses (a) through (c) inclusive, to the extent that such activities do not
      interfere with the Executive’s duties hereunder. The Executive
      represents and
      warrants that the Executive is not bound by any agreements or other business
      commitments that would in any manner limit the Executive’s work, effort or
      activity on behalf of, and while employed by, the Company. “Affiliate” means,
      with respect to any person or entity, any other person or entity directly or
      indirectly controlling, controlled by, or under common control with such person
      or entity.

    


    1.2.    Employment
      Period.
      The
      engagement of the Executive under this Agreement shall begin on the Effective
      Date and shall continue through and until the second anniversary of the
      Effective Date (the “Initial
      Period”).
      Commencing
      on the second anniversary of the Effective Date, the Executive’s employment with
      the Company will be “at will.” The Initial Period and any period during which
      the Executive is employed by the Company on an “at will”
      basis is hereinafter referred to as the “Employment
      Period.”
      Notwithstanding anything to the contrary contained herein, the Employment Period
      is subject to termination pursuant to Sections
      1.3, 1.4, and 1.5.

     

    1.3.    Termination
      Upon Death.
      If the
      Executive dies during the Employment Period, this Agreement and the Executive’s
      employment shall automatically terminate on the date of the Executive’s
      death.

    


    1.4.    Termination
      by the Company. The
      Company may terminate this Agreement and the Executive’s employment hereunder
      upon written notice to the Executive at any time (i) due to the Permanent
      Disability (as defined below) of the Executive or (ii) for Cause (as defined
      below).

    


    For
      purpose of this Agreement, “Cause”
means
      the occurrence of any of the
      following events, as determined in the good faith judgment of the
      Board:

    


    
      	 	
              (i)

            	
              the
                failure of the Executive to perform the Executive’s duties or comply with
                reasonable directions of the Board (other than as a result of physical
                or
                mental illness or injury)
                that continues for 10 days after the Board has given
                written notice to the Executive specifying in reasonable detail the
                manner
                in which the Executive has failed to perform such duties or comply
                with
                such directions;

            


    

    


    
      
        
          
          

        

        
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              (ii)

            	
              Commission
                by the Executive of (a) a felony, (b) an act or omission constituting
                dishonesty, disloyalty, moral turpitude or professional misconduct
                with
                respect to the Company or its Affiliates, (c) an act or omission
                (I)
                constituting fraud against the Company or its Affiliates or (II)
                indicating a violation of law, regulation or ordinance applicable
                to the
                Company, its Affiliates or the Business, in the case of clause (II)
                to the
                extent such act or omission materially and adversely affects the
                Company;

            


    

    


    
      	 	
              (iii)
                

            	
              commission
                by the Executive of an act or omission that adversely affects, or
                could
                reasonably be expected to adversely affect, the Company’s business or
                reputation, or indicates alcohol abuse or illegal drug use by the
                Executive, which act or omission continues for 10 days after
                the Board has given written notice to the Executive of
                such act or omission;

            


    

    


    
      	 	
              (iv)
                

            	
              the
                material breach, non-performance or non-observance of any of the
                terms of
                this Agreement (other than a breach, non-performance or non-observance
                described in clause (v)) of this Section
                1.4
                or
                any other agreement (other than the
                Asset Purchase Agreement) to which the Executive and
                any of the Company or its Affiliates are parties, by the Executive,
                if
                such breach, non-performance or non-observance shall continue beyond
                a
                period of 10 days immediately after notice thereof by the Company
                to the
                Executive;

            


    

    


    
      	 	
              (v)

            	
              any
                breach, non-performance or non-observance of Section
                4, 5, 6, 7, 8 or 9
                of
                this Agreement; or

            


    

    


    
      	 	
              (vi)

            	
              the
                existence of any legal or contractual limitation on the Executive’s
                ability to engage in the Business that reasonably could be expected
                to
                have a material adverse effect on the Executive’s ability to attract or
                retain clients or perform services
                hereunder.

            


    

    


    The
      Executive shall be deemed to have a “Permanent Disability”
if
      a
      physician selected by the Board, who is reasonably acceptable to the Executive,
      and located in the Philadelphia, Pennsylvania metropolitan area, determines
      that
      the Executive has been unable to perform, by reason of physical or mental
      incapacity, the Executive’s duties or obligations under this Agreement even with
      reasonable accommodation, for either (a) a total period of 60 continuous
      days or (b) a total period of 90 days in any 360 day period.

    


    
      
        
          
          

        

        
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    1.5.    Termination
      by the Executive.
      (a) The
      Executive may terminate the Executive’s employment hereunder at any time and for
      any or no reason. Furthermore, the Executive may terminate the Executives’
employment hereunder for Good Reason. The Executive shall give 30 days prior
      written notice to the Company prior to the effectiveness of any resignation
      of
      the Executive’s employment with the Company, and such resignation shall not be
      effective until the expiration of such notice period, unless such notice is
      waived by the Company (in which case such resignation shall be effective as
      of
      the date of such waiver).

    


    (b)    For
      purposes of this Agreement, the term “Good
      Reason”
shall
      mean (i) any substantial change by the Company in the Executive’s functional
      area of responsibility, such that the Executive’s skills and experience would be
      of limited applicability to such new responsibilities, which change is not
      consented to by the Executive or (ii) a change in the Company’s business
      location to a new location that is more than twenty (20) miles from Hertel’s
      principal offices prior to the date of this Agreement, which relocation is
      not
      consented to by the Executive or (iii) a failure by the Company to make payments
      hereunder to the Executive when due, which failure continues for 10 days after
      the Executive has provided written notice to the Company of such failure;
      provided, that the Executive’s consent to any event which would otherwise
      constitute “Good Reason” shall be conclusively presumed if the Executive does
      not exercise his or her rights hereunder within 30 days of the
      event.

    


    2.    Compensation
      and Benefits.

    


    2.1.    Base
      Salary.
      During
      the Employment Period, the Company shall pay the Executive an annual base salary
      of $90,000.00 (the “Base
      Salary”),
      payable in accordance with the Company’s customary payroll practices as in
      effect from time to time.

    


    2.2.    Variable
      Compensation.
      The
      Executive shall earn variable compensation
      in
      accordance with the commission schedule set forth on Exhibit
      A
      hereto,
      payable and reconciled quarterly in accordance with Hertel’s past customary
      payroll practices.

    


    2.3.    Compensation
      After Termination.

    


    (a)    If
      the
      Executive is terminated by the Company for Cause or due to the Executive’s
      Permanent Disability, if the Executive resigns, other than for Good Reason,
      or
      if the Executive’s employment terminates due to the Executive’s death, then,
      except as required by law, the Company shall have no further obligations
      hereunder with respect to the Executive’s employment hereunder from and after
      the date of such termination (except payment of the Base Salary accrued through
      the date of such termination and expenses pursuant to Sections
      2.4(b) and 2.4(c)
      hereof),
      and the Company shall continue to have all other rights available hereunder
      (including, without limitation, all rights under the Restrictive Covenants
      at
      law or in equity).

    


    (b)    Subject
      to Sections
      13.2
      and
13.14
      hereof,
      if, during the Initial Period, the Executive terminates the Executive’s
      Employment for Good Reason, the Executive

    


    
      
        
          
          

        

        
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    shall
      be
      entitled to receive as severance pay an amount equal to the aggregate of the
      Base Salary that would otherwise have been payable if the Executive continued
      the Executive’s employment period hereunder for the Initial Period. In addition,
      the Executive shall be entitled to receive Variable Compensation equal to the
      number of calendar months remaining from the date of termination until
      expiration of the Initial Term multiplied by the Average Monthly Variable
      Compensation. The “Average
      Monthly
      Variable Compensation”
shall
      mean the Variable Compensation received by the Executive during the 12 month
      period preceding the Executive’s termination divided by 12. The amounts set
      forth in this Section
      2.3(b)
      shall be
      payable in accordance with the Company’s customary payroll practices as in
      effect from time to time, and otherwise in accordance with the Company’s
      policies that would otherwise apply to the payment of the Base Salary;
provided
      all such
      rights to any payments shall cease in the event the Company determines in good
      faith that the Executive has violated any Restrictive Covenants (as defined
      below). The Company shall, except as required by law, have no other obligations
      hereunder or otherwise with respect to the Executive’s employment from and after
      the termination date, and the Company shall continue to have all other rights
      available hereunder (including, without limitation, all rights under the
      Restrictive Covenants at law or in equity).

    


    2.4.    Fringe
      Benefits; Incentive Compensation; Retirement; Welfare Benefits;
      Expenses.

    


     
      (a)    During
      the Employment Period, the Executive shall be eligible to participate in any
      fringe benefit, retirement, and health and welfare benefit plans, policies,
      or
      arrangements maintained by the Company for its key management employees
      generally from time to time in accordance with such plans, policies, or
      arrangements as from time to time are in effect and applicable to key management
      employees of the Company.

    


     
      (b)    During
      the Employment Period, the Company shall reimburse the Executive for all
      ordinary, necessary and reasonable travel and other business expenses incurred
      by the Executive in connection with the performance of the Executive’s duties
      hereunder, in accordance with Company policy. Such reimbursement shall be made
      upon presentation of itemized expense statements and such other supporting
      documentation as the Company may reasonably require; provided, however,
      subject
      to the terms and conditions of the Company’s reimbursement policy, the Company
      shall reimburse, within five business days of the date of termination of the
      Executive’s employment with the Company for any reason whatsoever or, if later,
      the date the Executive submits the Executive’s request for reimbursement, the
      Executive pursuant to this Section
      2.4(b)
      for
      reasonable expenses incurred but not paid prior to such termination of
      employment.

    


     (c)    For
      each
      month during the Employment Period, the Company shall pay the Executive $700
      per
      month in connection with car expenses the Executive incurs in connection with
      the Executive’s duties hereunder.

    


    2.5.    Taxes.
      All
      compensation payable to the Executive from the Company or its
      Affiliates shall be subject
      to all applicable withholding taxes, normal payroll withholding and any other
      amounts required by law to be withheld.

    


    
      
        
          
          

        

        
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    PROVISIONS
      RELATING TO RESTRICTIVE COVENANTS

    3.    General
      Provisions.

    


    3.1.    Executive’s
      acknowledgment.
      The
      Executive agrees and acknowledges that
      in
      order to assure the Company and its Affiliates (each, an “,Employer
      or Group Member,”
      and
      collectively, the “Employer
      Group”)
      that
      they will retain its value and that of the Business as a going concern, it
      is
      necessary that the Executive undertake not to utilize the Executive’s special
knowledge
      of the Business and the Executive’s relationships with customers to compete with
      any Employer
      Group Member. The Executive acknowledges that in connection with the Asset
      Purchase Agreement, the Executive entered into a Non-competition,
      Non-Solicitation and Confidentiality
      Agreement (the “Non-Competition
      Agreement”),
      which
      agreement contains
      provisions restricting the Executive’s ability to compete with the Business, and
      that the Executive is receiving separate consideration under such agreement.
      The
      Executive further acknowledges that:

     

    (a)    the
      Executive is engaged in, is knowledgeable about, and provides services in
      connection with all aspects of the Business;

    


    (b)    the
      Executive will occupy a position of trust and confidence with the
      Company, and during the Employment Period, the Executive will become familiar
      with the
      Employer
      Group’s trade secrets and with other proprietary and Confidential Information
      concerning the Employer Group and the Business;

    


    (c)    the
      Restrictive Covenants (as defined below) are essential to protect the Employer
      Group and the goodwill of the Business and compliance with the Restrictive
      Covenants will not impair the Executive’s ability to procure subsequent
      employment at a comparable compensation level;

    


    (d)    the
      Executive’s employment with the Company has special, unique and extraordinary
      value to the Employer Group and each Employer Group Member would be irreparably
      damaged if the Executive were to violate the provisions of Sections
      4, 5, 6, 7, 8, 9 and 10
      of this
      Agreement; and

     

    (e)    The
      provisions contained in Sections
      4,
      5,
      6,
      7, 8, 9 and 10
      are
      integral to the Asset Purchase Agreement and that the Company would not enter
      into the transaction
      contemplated by the Asset Purchase Agreement without the protections afforded
      by Sections
      4, 5, 6, 7, 8, 9 and 10.

    


    3.2.    Blue-Pencil.
      If any
      court of competent jurisdiction shall at any time deem the
      term
      of
      any Restrictive Covenant too lengthy, the Territory too extensive or the scope
      or subject matter of any Restrictive Covenant exceeds the limitations imposed
      by
      applicable law, the parties agree that applicable provisions shall be amended
      to
      the minimum extent necessary such that the provision is enforceable or
      permissible by such applicable law.

    


    4.    Non-Compete.
      During
      the Employment Period and for a period of two (2) years
      after
      the termination of the Executive’s employment with the Company for any reason
      whatsoever, the Executive shall not, directly or indirectly, as employee, agent,
      consultant, equityholder, director,

    


    
      
        
          
          

        

        
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    manager,
      co-partner or in any other individual or representative capacity, own, operate,
      manage, control, engage in, invest in or participate in any manner in, act
      as a
      consultant, advisor or lender to, render services for (alone or in association
      with any Person), or otherwise assist any Person that engages in or owns,
      invests in, operates, manages or controls any venture or enterprise that
      directly or indirectly engages or proposes to engage anywhere in Pennsylvania,
      New Jersey or Delaware (the “Territory”)
      in the
      Business or any business similar to, or competitive with, the Business or the
      business of the Company at the time of the termination of the Executive’s
      employment, unless the Board expressly and in its sole discretion waives in
      writing the Executive’s compliance with this Section
      4;
      provided, however, that nothing
      contained herein shall be construed to prevent the Executive from investing
      in
      the stock
      of any
      competing corporation listed on a national securities exchange or traded in
      the
      over-the-counter market so long as the Executive is not involved in the business
      of said corporation and the Executive does not own more than one percent (1%)
      of
      the stock of such corporation (a “Permitted
      Investment”).
      With
      respect to the Territory, the Executive specifically acknowledges that the
      Business has heretofore been conducted throughout the states of Pennsylvania,
      New Jersey and Delaware.

    


    5.    Confidential
      Information.
      During
      the Employment Period and thereafter, the Executive shall keep secret and retain
      in strictest confidence, and shall not, without the prior written consent of
      the
      Board, furnish, make available or disclose
      to any
      third
      party or use for the benefit of himself or herself or any third party, any
      Confidential Information. “Confidential Information”
shall
      mean any trade secret or information relating to the business or affairs of
      any
      Employer Group Member or the Business, including, without limitation,
      information relating to financial statements, customer identities, potential
      customers, employees, suppliers, potential acquisition targets, servicing
      methods, equipment, programs, strategies and information, analyses, profit
      margins or other proprietary information used by any Employer Group Member
      in
      connection with the Business; provided, however, that Confidential Information
      shall not include any information that is in the public domain or becomes known
      in the public domain through no wrongful act on the part of the Executive.
      The
      Executive shall deliver to the Company at the termination of the Executive’s
      employment, or at any other time any Employer Group Member may request, all
      memoranda, notes, plans, records, reports and other documents or
      materials, in any medium, (and copies thereof) relating to the Business or
      the
      Employer Group
      or other
      forms of Confidential Information which the Executive may then possess or have
      under the Executive’s control, as well as any property of any Employer Group
      Member in the Executive’s possession or control.

     

    6.    Interference
      with Relationships.
      During
      the Employment Period and for a period
      of five
      (5) years after termination of Executive’s employment with the Company for any
      reason whatsoever, the Executive shall not, directly or indirectly, as employee,
      agent, consultant, stockholder, director, co-partner or in any other individual
      or representative capacity without the prior written consent of the Board:
      (i)
      recruit, hire or solicit for employment or engagement, or assist, encourage
      or
      suggest to any other person to recruit, hire or solicit for employment or
      engagement, any person who is (or was within 12 months of the date such
      solicitation commences or occurs, as the case may be) employed or engaged by
      any
      Employer Group Member, or otherwise seek to influence or alter any such person’s
      relationship with such Employer Group Member, or (ii) solicit, contact, or
      attempt to solicit or contact, or assist, encourage or suggest to any other
      person to solicit, contact or attempt to solicit or contact, or conduct business
      with (A) any client or customer doing business with any Employer Group Member,
      as of the date of the termination of the Executive’s employment or within the
      two year period prior to such termination, with whom or

    


    
      
        
          
          

        

        
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    which
      the
      Executive had any contact or involvement during the Executive’s employment with
      the Company; or (B) any prospective client or customer of any Employer Group
      Member whom or which is a prospective client of such Employer Group Member
      as of
      the date of the termination of the Executive’s employment and with whom or which
      the Executive had any contact or involvement during the Executive’s employment
      with the Company.

    


    7.    Business
      Disparagement.
      The
      Executive shall not, directly or indirectly, make disparaging remarks about
      any
      Employer Group Member, their Affiliates or any of their respective directors,
      officers or employees.

    


    8.    Intellectual
      Property, Inventions and Patents.
      The
      Executive acknowledges that all discoveries, concepts, ideas, inventions,
      innovations, improvements, developments, methods, designs, analyses, drawings,
      reports, patent applications, copyrightable work and mask work (whether or
      not
      including any Confidential Information) and all registrations or applications
      related thereto, all other proprietary information and all similar or related
      information (whether or not patentable) which relate to the Employer Group
      Members’ actual or anticipated business, research and development or existing or
      future products or services and which are conceived, developed or made by the
      Executive (whether above or jointly with others) while employed by the Employer
      Group and for a period of six (6) months after the termination of the
      Executive’s employment with the Employer Group, whether before or after the date
      of this Agreement (“Work
      Product”),
      belong
      to the Employer Group. The Executive shall promptly disclose such Work Product
      to the Company and, at the Company’s expense, perform all actions reasonably
      requested by the Company (whether during or after the term of the Executive’s
      employment with the Employer Group) to establish and confirm such ownership
      (including, without limitation, assignments, consents, powers of attorney and
      other instruments). Any copyrightable work falling within the definition of
      Work
      Product shall be deemed a “work made for hire” under the applicable copyright
      laws to the maximum extent permitted under applicable copyright law, and
      ownership of all rights therein shall vest in the Employer Group. To the extent
      that any Work Product cannot be deemed to be a “work made for hire” under
      applicable copyright law, the Executive hereby assigns and agrees to assign
      to
      the Employer Group all right, title and interest, including without limitation,
      the intellectual property rights that the Executive may have in and to such
      Work
      Product. The Executive has identified and listed on Exhibit
      C
      attached
      hereto all items of intellectual property that are or were owned by the
      Executive or were written, discovered, made, conceived or first reduced to
      practice by the Executive alone or jointly with another person prior to the
      Executive’s employment under this Agreement and that relates to the Employer
      Group Members’ business or actual or demonstrably anticipated research and
      development of the Employer Group. If no such intellectual property is listed,
      the Executive represents and warrants to the Employer Group that the Executive
      does not now nor has the Executive ever owned, nor has the Executive developed,
      any such intellectual property.

    


    9.    New
      Employment.
      During
      the period described in Section 4, the Executive shall disclose
      to the Company the name, address and description of business of any new employer
      or business
      affiliation, located within the Territory, within 10 days of the acceptance
      of
      such position. If the Executive fails to provide such notice, the period
      described in Section 4 shall be extended by a period equal to the period of
      nondisclosure.

    


    10.         
      Legal
      Processes.
      If the
      Executive is requested pursuant to, or required by, applicable
      law, regulation or legal process to disclose any of the Confidential
      Information, the Executive
      will notify the Company immediately so that the Company may seek a protective
      

    


    
      
        
          
          

        

        
          -
            10 -

          
            

          

        

        
          
          

        

      

    

    


    order
      or
      other appropriate remedy. If no such protective order or other remedy is
      obtained, or the
      Company
      waives compliance with the terms of Section
      5,
      the
      Executive or the representative will furnish only that portion of the
      Confidential Information which the Executive or the representatives are advised
      in writing or orally by counsel to the Company is legally required and will
      exercise reasonable efforts to obtain reliable assurance that confidential
      treatment will be accorded the Confidential Information.

    


    MISCELLANEOUS
      PROVISIONS

    


    11.     
         Effect
      on Termination.
      If, for
      any reason, the Executive’s employment with the Company shall terminate, then,
      notwithstanding such termination, those provisions which must remain in effect
      in order for the parties’ intent to be effectuated shall remain in full force
      and effect.

    


    12.        
      Remedies.

    


     
      12.1.    Non-Exclusive
      Remedy for Restrictive Covenants.
      The
      Executive acknowledges and agrees that the covenants set forth in Sections
      4, 5, 6, 7, 8, 9 and 10
      of this
      Agreement (collectively, the “Restrictive
      Covenants”)
      are
      reasonable and necessary for the protection of the Employer Group Members’
business interests, that irreparable injury will result to the Employer Group
      if
      the Executive breaches any of the terms of the Restrictive Covenants,
and
      that
      in the event of the Executive’s actual or threatened breach or non-performance
      of any of
      the
      Restrictive Covenants, the Employer Group will have no adequate remedy at law.
      The Executive accordingly agrees that in the event of any actual or threatened
      breach or non-performance by the Executive of any of the Restrictive Covenants,
      each Employer Group Member shall be entitled to injunctive and other equitable
      relief from any court of competent jurisdiction, without the necessity of
      showing actual monetary damages or the posting of a bond or other security.
      Nothing contained herein shall be construed as prohibiting any Employer Group
      Member from pursuing any other remedies available to it for such breach or
      threatened breach, including the recovery of damages.

    


     
      12.2.    Arbitration.
      Except
      with respect to the enforcement of the Restrictive Covenants, any controversy
      or
      claim arising out of or related to (i) this Agreement, (ii) the breach thereof,
      (iii) the Executive’s employment with the Company or the termination of such
      employment, or (iv) allegations of Employment Discrimination, shall be settled
      by arbitration in Philadelphia, Pennsylvania before a single arbitrator
      administered by the American Arbitration Association (“AAA”) under its National
      Rules for the Resolution of Employment Disputes, effective as of January 1,
      2001
      (the “Employment
      Rules”),
      and
      judgment on the award rendered by the arbitrator may be entered in any court
      having jurisdiction thereof. References herein to any arbitration rule(s) shall
      be construed as referring to such rule(s) as amended or renumbered from time
      to
      time and to any successor rules. Any such arbitration will proceed, if any
      Employer Group Member so desires, on an expedited basis. References to the
      AAA
      include any successor organization. “Employment
      Discrimination”
means
      any claim of discrimination against or harassment of the Executive in connection
      with the Executive’s employment with the Company or the termination of such
      employment, including any discrimination or harassment prohibited under federal,
      state or local statute or other applicable law, including the Age Discrimination
      in Employment Act, Title VII of the Civil Rights Act of 1964, the Employee
      Retirement Income

    


    
      
        
          
          

        

        
          -
            11 -

          
            

          

        

        
          
          

        

      

    

    


    Security
      Act of 1974, the Americans with Disability Act, the Family and Medical Leave
      Act, the Fair Labor Standards Act, or any similar federal, state or local
      statute.

     

    13.        
      Miscellaneous.

     

     
      13.1. Income
      Tax Treatment.
      The
      Executive and the Company acknowledge that
      it
      is the intention of the Company to deduct all amounts paid under Sections
      2.1, 2.2 and 2.3(b)
      hereof
      as ordinary and necessary business expenses for income tax purposes. The
      Executive agrees and represents that the Executive will treat all amounts paid
      hereunder as ordinary
      income for income tax purposes, and should the Executive report such amounts
      as
      other
      than
      ordinary income for income tax purposes, the Executive will indemnify and hold
      the Company harmless from and against any and all taxes, penalties, interest,
      costs and expenses, including reasonable attorneys’ and accounting fees and
      costs, which are incurred by Company directly or indirectly as a result
      thereof.

    


     
      13.2. General
      Release.
      The
      Executive acknowledges and agrees that the Executive’s
      right to receive severance pay and other benefits pursuant to Section
      2.3(b) of
      this
Agreement
      is contingent upon the Executive’s compliance with the Restrictive Covenants and
the
      Executive’s execution and acceptance of the terms and conditions of, and the
      effectiveness of, a general release in a form substantially similar to that
      attached hereto as Exhibit
      B
      (the
“Release”).
      If
      the Executive fails to comply with the Restrictive Covenants or if the Executive
      fails to execute the Release or revokes the Release during the seven day period
      following the Executive’s execution of the Release, then the Executive shall not
      be entitled to any severance payments or other benefits to which the Executive
      would otherwise be entitled under Section
      2.3(b).

    


     
      13.3. Assignment.
      The
      Executive may not assign any of the Executive’s rights or obligations hereunder
      without the written consent of the Company. Except as otherwise expressly
      provided herein, all covenants and agreements contained in this Agreement by
      or
      on behalf
      of
      any of the parties hereto shall bind and inure to the benefit of the respective
      successors
      and
      assigns of the parties hereto whether so expressed or not. In the event of
      the
      Executive’s death prior to completion by the Company of all payments due under
      this Agreement, the Company shall make all such payments to the Executive’s
      beneficiary or to the Executive’s estate as appropriate.

    


     
      13.4. Severability.
      Whenever possible, each provision of this Agreement shall be interpreted in
      such
      manner as to be effective and valid under applicable law, but if any provision
      of this Agreement is held to be prohibited by or invalid under applicable law,
      such provision shall be ineffective only to the extent of such prohibition
      or
      invalidity and without invalidating the remainder of this
      Agreement.

    


     13.5.
      Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original, but all of which taken together shall constitute one and
      the
      same Agreement.

    


    
      
        
          
          

        

        
          -
            12 -

          
            

          

        

        
          
          

        

      

    

    


    


     
      13.6. Descriptive-Headings;
      Interpretation.
      The
      descriptive headings in this Agreement
      are inserted for convenience of reference only and are not intended to be part
      of or to
      affect
      the meaning or interpretation of this Agreement. Whenever required by the
      context, any pronoun used in this Agreement shall include the corresponding
      masculine, feminine or neuter forms, and the singular forms of nouns, pronouns,
      and verbs shall include the plural and vice versa. Reference to any agreement,
      document, or instrument means such agreement, document or instrument as amended
      or otherwise modified from time to time in accordance with the terms thereof,
      and if applicable hereof. The use of the words “include”
or
      “including”
in
      this
      Agreement shall be
      by way
      of example
      rather than by limitation. The use of the words “or,”
      “either”
or
      “any” shall
      not
      be exclusive.

    


     
      13.7. Notices.
      All
      notices, demands or other communications to be given or delivered under or
      by
      reason of the provisions of this Agreement shall be in writing and shall be
      deemed to have been duly given if (i) delivered personally to the recipient,
      (ii) sent to the recipient by reputable express overnight courier service
      (charges prepaid), or (iii) telecopied to the recipient (with hard copy sent
      to
      the recipient by reputable overnight courier service (charges prepaid) that
      same
      day). Such notices, demands and other communications shall be sent to the
      addresses indicated below:

     

     
To
      the Company: 


     

    Beneficial
      Insurance Services, LLC

    530
      Walnut Street

    Philadelphia,
      PA 19106

    Attention:
      Joseph Conners

    Facsimile
      number: 215.864.6097

    


     
      With a copy to:

    


    Pepper
      Hamilton LLP 

    400
      Berwyn Park

    899
      Cassatt Road

    Berwyn,
      PA 19312-1183

    Attention:
      Thomas A.. Kennedy, Esquire

    Facsimile:
      610.640.7835

    


     
If
      to the Executive: 

    


    To
      the
      Executive’s address as reflected in the Company’s records

    


    or
      to
      such other address or to the attention of such other person as the recipient
      party shall have specified
      by prior written notice to the sending party. Date of service of such notice
      shall be (x) the
      date
      such notice is personally delivered, (y) one day after the date of delivery
      to
      the express overnight courier if sent by express overnight courier or (z) the
      same day, if telecopied before 5:00 p.m. Philadelphia, PA time on a Business
      Day, and otherwise on the next Business Day after the date of transmittal by
      telecopy.

    


    
      
        
          
          

        

        
          -
            13 -

          
            

          

        

        
          
          

        

      

    

    


    


     
      13.8. Background.
      Background Section of this Agreement hereby incorporated and made part of this
      Agreement.

    


     
      13.9. Entire
      Agreement.
      Except
      as otherwise expressly set forth herein, this Agreement, the Noncompetition
      Agreement and the Asset Purchase Agreement set forth the entire understanding
      of
      the parties, and supersede and preempt all prior oral or written understandings
      and agreements with respect to the subject matter hereof.

    


     
      13.10. Governing
      Law.
      This
      Agreement shall be construed and enforced in accordance with, and all questions
      concerning the construction, validity, interpretation and performance of this
      Agreement shall be governed by, the laws of the Commonwealth of Pennsylvania
      without giving effect to provisions thereof regarding conflict of
      laws.

    


     
      13.11. Jurisdiction.
      Without
      limiting the provisions of Section
      12.2
      hereof,
      each party hereby irrevocably submits to the exclusive jurisdiction of the
      United States District Court for the Eastern District of Pennsylvania located
      in
      Philadelphia, PA or the Pennsylvania State Court located in Philadelphia, in
      respect of any claim relating thereto, and hereby waives, and agrees not to
      assert, as a defense in any action, suit or proceeding in which any such claim
      is made
      that
      it is not subject thereto or that such action, suit or proceeding may not be
      brought or is not
      maintainable in such courts or that the venue thereof
      may not be appropriate or that this Agreement may not be enforced in or by
      such
      courts.

    


     
      13.12. No
      Strict Construction.
      The
      language used in this Agreement will be deemed
      to
      be the language chosen by the parties hereto to express their mutual intent,
      and
      no rule
      of
      strict construction will be applied against
      any party hereto.

    


     
      13.13. Amendment
      and Waivers.
      Any
      provisions of the Agreement may be amended
      or waived only with the prior written consent of the Company and the
      Executive.

    


     
      13.14. Right
      to Setoff.
      Notwithstanding anything to the contrary contained herein,
      the Company, at its election and in its sole discretion, shall have the right,
      subject to applicable law, to withhold and setoff against any amount due
      hereunder (other than the Base Salary) the amount of any claim for
      indemnification or payment of damages, any payment, or any amount to which
      the
      Company or any of its Affiliates may be entitled under this Agreement. The
      Company shall provide written notice to the Executive of its intent to setoff
      pursuant to this Section
      13.14.
      The
      Executive shall be entitled to pay the amount intended to be
      setoff
      in immediately
      available funds within 30 days of such notice. In the event the Executive does
      not pay
      within such 30 days or indicates to the Company that the Executive does not
      intend to satisfy
      such
      setoff amount in immediately available funds, the Company shall be entitled
      to
      exercise the right of setoff in the amount specified in the written notice
      less
      any partial payments by the Executive
      with respect to such notice.
      Notwithstanding anything to the contrary herein or in any other
      Transaction Document, and other than with respect to Base Salary, during any
      30
      day notice period, any amounts due or payable to the Executive shall be tolled
      and there shall be no default due to such tolling and nonpayment. In the event
      the Executive satisfies all proposed setoff amounts in immediately available
      funds, such tolling shall cease and any amount or payment owed shall be payable
      in accordance with its terms. Notwithstanding the above, the Company
      shall be entitled to exercise any other remedies provided by this Agreement
      or
      any other Transaction Document.

    


    
      
        
          
          

        

        
          -
            14 -

          
            

          

        

        
          
          

        

      

    

    


    


     
      13.15. Third
      Parties.
      The
      parties hereto acknowledge and agree that certain provisions
      of this Agreement are intended for the benefit of the Employer Group Members
      (other
      than the
      Company), that such entities are third-party beneficiaries of this Agreement
      and
      that provisions of this Agreement shall be enforceable by such persons as
      provided herein.

     

    14.    
      Guaranty
      by BSB.

    


    BSB
      hereby guarantees to the Executive the due and punctual performance of each
      of
      the obligations owing by the Company under this Agreement if, as and when such
      obligations become due (the “Obligations”),
      but
      in all cases, subject to the satisfaction by the Executive of each and every
      of
      the Executive’s conditions to the performance of such Obligations. If the
      Company shall fail to perform or satisfy any part or all of the Obligations
      if
      and when due, then BSB shall perform or satisfy or cause the Company to perform
      or satisfy such Obligations pursuant to the terms thereof. Neither BSB’s
      covenant contained in this Agreement nor the rights of the Executive under
      this
      Section 14 shall be assignable or transferable by the Executive without the
      prior written consent of BSB. This Section 14 shall automatically terminate
      upon
      the expiration of the Initial Term. BSB’s obligations pursuant to this Section
      14 are subject to all rights, claims, counterclaims, causes of action, defenses
      and remedies to which BSB or the Company may be entitled.

    


    [SIGNATURE
      PAGE FOLLOWS]

     

     

     

     

    
 

    
      
        
          
          

        

        
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            15 -

          
            

          

        

        
          
          

        

      

    

    


    
      


       

      IN
        WITNESS WHEREOF, the parties hereto have executed this Senior
        Management Agreement as of the day and year first above
        written.

    

    


     

    
      
        	 	
                BENEFICIAL
                  INSURANCE SERVICES, LLC

                 

                 

                 

                  
                  /s/ Joseph
                  Conners                                           
                  

                By:    
                  Joseph Conners

                Its.    
                  Vice President

              


      

    

     

     

     

    
 

    
      	 	
              
                ROBERT
                  J. BUSH

                 

                 

                 

                /s/
                  Robert J.
                  Bush                            
                  

                Solely
                  as to its obligations under Section 14
                  hereof,

              

            


    

     

     

     

     

    
      	 	
              BENEFICIAL MUTUAL SAVINGS
                BANK

               

               

               

               

              /s/ Joseph
                Conners                                 
                

              By:     Joseph Conners

              Its:     Executive Vice President
                and CFO

            


    

     

     

    


    


    


    


    


    


    [signature
      page to Senior Management Agreement]

    


    
      
        
          
          

        

        
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            16 -

          
            

          

        

        
          
          

        

      

    

    


     

    Exhibit
      A

     

    COMMISSION
      SCHEDULE

     

    
      	
              Variable
                Compensation:

            	 
	 	
              (Based
                on paid basis commissions coded to

              Executive*)

            
	 	
              $0-$250,000

            	
              35%

            
	 	
              $250,001
                - $500,000

            	
              28%

            
	 	
              $500,001
                -

            	
              21%

            


    

     

    *Some
      accounts are shared commission accounts and may be coded
      differently.

    


    All
      Variable compensation subject to offsets for returns and bad debts at management
      discretion.

    


    All
      Producers can receive a 10% referral fee bonus for business referred to and
      placed in another
      department. Receiving producer charged with 10% cost.

    


    Variable
      compensation excludes personal lines accounts.

     

    


    
      
        
          
          

        

        
          A-1


          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      B 

    FORM
      OF GENERAL RELEASE OF ALL CLAIMS

     

    This
      General Release of All Claims is made as of  (“General Release”),
      by
      and between Robert J. Bush (the “Executive”)
      and
      Beneficial Insurance Services, LLC (the “Company”).

    


    WHEREAS,
      the Company and the Executive are parties to a Senior Management
      Agreement dated as of January [__], 2005 (the “Senior
      Management Agreement”);

    


    WHEREAS,
      the execution of this General Release is a condition precedent to
      the
      payment
      of severance as set forth in Section
      2.3(b)
      of the
      Senior Management Agreement;

    


    WHEREAS,
      in consideration for the Executive’s signing of this General Release, the
      Company will provide the Executive with severance benefits pursuant to
Section
      23(b)
      of the
      Senior Management Agreement; and

    


    WHEREAS,
      the Executive and the Company intend that this General Release
      shall be
      in full satisfaction of the obligations described in this General Release owed
      to the Executive by the Company, including those under the Senior Management
      Agreement.

    


    NOW,
      THEREFORE, in consideration of the promises and the mutual covenants
      and
      agreements herein contained, the Company and the Executive agree as
      follows:

     

    1.    the
      Executive, for himself or herself, the Executive’s spouse, heirs,
      administrators, children, representatives, executors, successors, assigns,
      and
      all other persons claiming through the Executive, if any (collectively,
“Releasers”),
      does
      hereby release, waive, and forever discharge the Company and each of its
      respective agents, subsidiaries, parents, Affiliates, related organizations,
      employees, officers, directors, attorneys, successors, and assigns
      (collectively, the “Releasees”)
      from,
      and does fully waive any obligations of Releasees to Releasers for, any and
      all
      liability, actions, charges, causes of action, demands, damages, or claims
      for
      relief, remuneration, sums of money, accounts or expenses (including attorneys’
fees and costs) of any kind whatsoever, whether known or unknown or contingent
      or absolute, which heretofore has been or which hereafter may be suffered or
      sustained, directly or indirectly, by Releasers in consequence of, arising
      out
      of, or in any way relating to: (a) the Executive’s employment with the Company
      and any of its Affiliates; (b) the termination of the Executive’s employment
      with the Company and any of its Affiliates; (c) the Senior Management Agreement;
      or (d) any events occurring on or prior to the date of this General Release.
      The
      foregoing release and discharge, waiver and covenant not to sue includes, but
      is
      not limited to, all claims and any obligations or causes of action arising
      from
      such claims, under common law including wrongful or retaliatory discharge,
      breach of contract (including but
      not limited
      to any claims under the Senior Management Agreement and any claims under any
      benefit plans sponsored by the Company or any of its Affiliates, on the other
      hand) and any action arising in tort including libel,
      slander,
      defamation or intentional infliction of emotional distress, and claims under
      any
      federal, state or local statute including the Age Discrimination in Employment
      Act (“ADEA”), Title VII of the Civil Rights Act of 1964, the Civil Rights Act
      of.
      1866 and
      1871 (42 U.S.C. § 1981), the National Labor Relations Act, the Fair Labor
      Standards Act, the Employee Retirement Income Security Act, the Americans with
      Disabilities Act of 1990, the Rehabilitation

    


    
      
        
          
          

        

        
          B-1
            

          
            

          

        

        
          
          

        

      

    

    


     

    Act
      of
      1973, the Pennsylvania Human Relations Act or the discrimination or employment
      laws of any state or municipality, and/or any claims under any express or
      implied contract which Releasers may claim existed with Releasees. This also
      includes a release of any claims for wrongful discharge and all claims for
      alleged physical or personal injury, emotional distress relating to or arising
      out of the Executive’s employment with the Company or any of its Affiliates or
      the termination of that employment; and any claims under the WARN Act or any
      similar law, which requires, among other things, that advance notice be given
      of
      certain work force reductions. This release and waiver does not apply to: (i)
      any right to indemnification now existing under the charter or bylaws; (ii)
      any
      rights to the receipt of employee benefits which vested on or prior to the
      date
      of this General Release; (iii) the right to receive Severance Benefits under
      Section 2.3(b) of the Senior Management Agreement and the right to reimbursement
      of expenses under Section 2.4(c) of the Senior Management Agreement; (iv) rights
      under the Asset Purchase Agreement; and (v) right to continuation coverage
      pursuant to the Consolidated Omnibus Budget Reconciliation Act.

    


    2.    Excluded
      from this General Release and waiver are any claims which cannot be waived
      by
      law, including but not limited to the right to participate in an investigation
      conducted by certain government agencies. The Executive does, however, waive
      the
      Executive’s right to any monetary recovery should any agency (such as the Equal
      Employment Opportunity Commission) pursue any claims on the Executive’s behalf.
      The Executive represents and warrants that the Executive has not filed any
      complaint, charge, or lawsuit against the Releasees with any government
agency
      or
      any court.

    


    3.    the
      Executive agrees never to seek personal recovery from Releasees in any forum
      for
      any claim covered by the above waiver and release language, except that the
      Executive may bring a claim under the ADEA to challenge this General Release.
      If
      the Executive violates this General Release by suing Releasees, other than
      under
      the ADEA or as otherwise set forth in Section
      1 hereof,
      the Executive shall be liable to the Company for its reasonable attorneys’ fees
and
      other
      litigation costs incurred
      in defending against such a suit. Nothing in this General Release is intended
      to
      reflect any party’s belief that the Executive’s waiver of claims under ADEA is
      invalid or unenforceable, it being the intent of the parties that such claims
      are waived.

     

    4.    the
      Executive acknowledges and recites that:

    


    (a)    the
      Executive has executed this General Release knowingly and
      voluntarily;

    


    (b)    the
      Executive has read and understands this General Release in its
      entirety;

    


    (c)    the
      Executive has been advised and directed orally and in writing (and this
      subparagraph (c) constitutes such written direction) to seek legal counsel
      and
      any other advice the Executive wishes with respect to the terms of this General
      Release before executing it;

    


    (d)    the
      Executive’s execution of this General Release has not been forced by any
      employee or agent of the Company, and the Executive has had an opportunity
      to
      negotiate about the terms of this General Release; and

    


    (e)    the
      Executive has been offered 21 calendar days after receipt of this General
      Release to consider its terms before executing it).1 

     

     

     

    ___________________

      1 In
        the
        event the Company determines that the Executive’s termination constitutes “an
        exit incentive
        or other employment termination program offered to a group or class of
        employees” under the ADEA, the Company
        will provide the Executive with: (1) 45 days to consider the General Release;
        and (2) the disclosure schedules required for an effective release under
        the
        ADEA.

    

     

    
      
        
          
          

        

        
          B-2
            

          
            

          

        

        
          
          

        

      

    

    


    


    


    5.    This
      General Release shall be governed by the internal laws (and not the choice
      of
      laws) of the Commonwealth of Pennsylvania, except for the application of
      pre-emptive Federal law.

    


    6.    The
      Executive shall have 7 days from the date the Executive executes this General
      Release to revoke his or her waiver of any ADEA claims by providing written
      notice of the revocation to the Company, as provided in Section 10.2 of the
      Senior Management Agreement. In the event of such revocation, the terms of
      Section 10.2 of the Senior Management Agreement shall govern.

    


    7.    Defined
      terms not defined in this General Release have the meanings given in
      the
      Senior
      Management Agreement.

    


    PLEASE
      READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE
      OF ALL
      KNOWN AND UNKNOWN CLAIMS.

     

     

    
      	Date:   __________________________________	__________________________________
	 	
              Executive

            


    

     

     

    


    
      
        
          
          

        

        
          B-3
            

          
            

          

        

        
          
          

        

      

    

    


    


    Exhibit
      C

    


    


    Any
      and
      all Intellectual Property, including all “Work Product”, currently existing, in
      the process of or to be created, either directly or indirectly, associated
      with
      Bush Communications, LLC; Investment & Business Advisors, LLC; New Media
      Design, LLC and Trifecta Investment Company, LLC and/or any of its Affiliates,
      from the beginning of time until the end of time plus one day.

    


    


    


    
      
        
          
          

        

        
          C-1
            

          
            

          

        

        
          
          

        

      

    

    


    Schedule
      1.1

    


    Bush
      Communications, LLC - Chairman (NY & PA Advertising Agency)

    Investment
      & Business Advisors, LLC - Chairman & President (Holds investment in
      Bush Communications)

    New
      Media
      Design, LLC - Chairman (NY Media Design Company)

    Trifecta
      Investment Company, LLC - Chairman & President (Holds investment in New
      Media Design)

    Helen
      Beebe Speech & Hearing Center - Board President (Non Profit)

    Manufacturers’
      Golf & Country Club - Member, Board of Governors

    Union
      League of Philadelphia - Chair of the Insurance Committee