EXHIBIT 10.8
SUPPLEMENTAL
PENSION AND RETIREMENT
PLAN
OF
BENEFICIAL MUTUAL SAVINGS
BANK
AS AMENDED AND
RESTATED
EFFECTIVE JANUARY 1,
2009
This Plan was established solely for the purpose
of providing benefits to certain employees of Beneficial Mutual
Savings Bank which would have been payable to such employees under
the Employees’ Pension and Retirement Plan of Beneficial
Mutual Savings Bank but for the limitations placed on the amount of
such benefits by Sections 401(a)(17) and 415 of the
Code. The Plan is intended to constitute an unfunded
plan primarily for the purpose of providing deferred compensation
for a select group of management or highly compensated
employees. This Plan is amended and restated, effective
as of January 1, 2009, to conform to the requirements of Section
409A of the Code and the regulations issued thereunder.
2.1. “Actuarially
Equivalent” shall mean equality in value of the aggregate
amounts expected to be received under different benefit forms, or
the same form commencing at different points of time, as determined
using the actuarial equivalent assumptions set forth in the Pension
Plan.
2.2. “Administrator”
shall mean the Bank.
2.3. “Bank”
shall mean Beneficial Mutual Savings Bank, and any successor or
successors thereof.
2.4. “Code”
shall mean the Internal Revenue Code of 1986, as from time to time
amended.
2.5. “Effective
Date” shall mean July 1, 1991. The Effective Date
of this amended and restated Plan is January 1, 2009.
2.6. “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as
from time to time amended.
2.7. ‘‘Limitations”
means the limitations set forth in Sections 401(a)(17) and 415 of
the Code, as implemented by the terms of the Pension
Plan.
2.8. “Participant”
shall mean any President or Vice President of the Bank who is
employed by the Bank on or after the Effective Date.
2.9. “Pension
Plan” shall mean the Employees’ Pension and Retirement
Plan of Beneficial Mutual Savings Bank, as from time to time
amended.
2.10. “Plan”
shall mean this Supplemental Pension and Retirement Plan of
Beneficial Mutual Savings Bank, as from time to time
amended.
2.11. “Post-409A
Benefits” shall mean the amount deferred by a Participant
under the Plan after December 31, 2004, as determined in accordance
with Section 409A of the Code and the regulations and other
guidance issued thereunder.
2.12.
“Pre-409A Benefits” shall mean the
amount deferred by a Participant under the Plan before January 1,
2005, including earnings thereon, to the extent that the
Participant’s right to such amount was earned and vested as
of December 31, 2004. The amount deferred by a
Participant prior to January 1, 2005, equals the present value as
of December 31, 2004 of the amount to which the Participant would
be entitled under the Plan if the Participant voluntarily
terminated service without cause on December 31, 2004, and received
a full payment of benefits from the Plan on the earliest possible
date allowed under the Plan following termination of service and
received benefits in the form with the maximum value. A
Participant’s Pre-409A Benefits will be determined in
accordance with the regulations and other guidance issued under
Section 409A of the Code by the Internal Revenue
Service.
2.13. “Separation
from Service” or “Separates from Service” shall
mean the severance of a Participant’s employment with the
Bank as determined in accordance with Section 409A of the
Code.
2.14. “Specified
Employee” shall mean a Participant who as of the date of his
Separation from Service is a key employee (as defined in Section
416(i) of the Code without regard to paragraph (5) thereof) of the
Bank or of any entity that is treated as a single employer with the
Bank under Sections 414(b),(c), (m) or (o) of the Code, but only if
the Bank or any such entity is a corporation whose stock is
publicly-traded on an established securities market or
otherwise.
3.1. (a)
A Participant who terminates employment with the Bank and is
eligible to receive benefits under the Pension Plan immediately
upon such termination shall receive benefits under this Plan equal
to the excess, if any, of (i) the benefits which would have been
payable to the Participant commencing on the first day of the month
coincident with or next following the attainment of at age 65 under
the Pension Plan in the form of a single life annuity but for the
Limitations based on the Participant’s compensation and
service with the Bank through June 30, 2008, over (ii) the accrued
benefits actually payable under the Pension Plan commencing on the
first day of the month coincident with or next following the
attainment of age 65 in the form of a single life
annuity. Benefits shall commence to be paid to the
Participant in accordance with Section 3.4, below.
(b) The
Participant may elect to receive pursuant to Section 3.2, below,
the benefits payable under this Section 3.1 in any one of the
Actuarially Equivalent forms of benefits available under the
Pension Plan.
3.2.
(a)
If the Participant so elects, the benefits payable under this Plan
may be paid in one of the optional forms of payment available under
the Pension Plan other than the normal form of payment applicable
to the Participant’s benefits under the Pension
Plan. If the Participant elects to receive benefits in
one of the optional forms such benefits will be adjusted using the
same actuarial assumptions that are used to calculate optional
forms of benefits (other than lump sums) under the Pension
Plan.
(b) Any
election under this Section 3.2 shall be in writing, in such form
as the Administrator may require, and shall be effective only if
submitted to the Administrator before the date on which the payment
of benefits under the Pension Plan is scheduled to
commence. If the form of benefit elected under this
Section 3.2 is a joint and survivor annuity, the
Participant’s election shall not be effective unless it
identifies the beneficiary who shall receive the survivor’s
annuity.
3.3. (a) In
the event of the death of a Participant prior to the commencement
of benefits under the Pension Plan, and if the Participant’s
surviving spouse or other beneficiary is entitled to receive a
survivor’s benefit under the Pension Plan as a consequence
thereof, the surviving spouse, or such other beneficiary, shall
receive benefits equal to the excess, if any, of (i) the
survivor’s benefits which would have been payable to the
surviving spouse, or such other beneficiary, under the Pension Plan
based upon the Participant’s compensation and service with
the Bank through June 30, 2008 and the benefits that would have
been payable to the Participant commencing on the first day of the
month coincident with or next following the attainment of age 65 in
the form of a single life annuity but for the Limitations, over
(ii) the survivor’s benefits actually payable to the
surviving spouse or such other beneficiary under the Pension Plan
based upon the Participant’s accrued benefits as of June 30,
2008, payable on the first day of the month coincident with or next
following the attainment of age 65 in the form of a single life
annuity.
(b) The
benefit payable under this Section 3.3 shall be payable in the same
form as the survivor benefit that is payable under the Pension
Plan.
3.4. Commencement
of Benefits. Except otherwise elected by the Participant
in accordance with Section 3.5, below, benefits payable under this
Article 3 shall commence as soon as practicable following the date
of the Participant’s Separation from Service but not later
than the last day of the taxable year of the Participant in which
such Separation from Service occurs, or if later, by the 15
th day of the third calendar month following the
date of the Participant’s Separation from
Service. In no event shall the Participant be permitted,
directly or indirectly, to designate the taxable year of the
commencement of benefits. If the Participant is a
Specified Employee as of the date of the Participant’s
Separation from Service, payments of the Participant’s
Post-409A Benefits shall be delayed until the date that is six
months following the date of the Participant’s Separation
from Service. If benefits commence prior to the
Participant’s attainment of age 65, benefit payments to the
Participant (or to the surviving spouse or beneficiary as the case
may be) shall be reduced by 1/180 for each of the first 60 months
between the date of the first payment and the first day of the
month coincident with o
