EXHIBIT 10.9
SECOND AMENDMENT
TO THE BENEFICIAL MUTUAL SAVINGS
BANK
BOARD OF MANAGERS’
NON-VESTED DEFERRED COMPENSATION PLAN
(Section 409A
Amendment)
This amendment
is adopted by the Board of Trustees (the “Board”) of
Beneficial Mutual Savings Bank (the “Bank”) on December
18, 2008, at a duly held meeting of the Board of
Trustees.
WHEREAS , the Bank maintains the Board of
Managers’ Non-Vested Deferred Compensation Plan (the
“Plan”) to enable the Bank’s Trustees to defer
receipt of a designated percentage of their Board fees;
and
WHEREAS, the Bank Board desires to amend the Plan, in
part, to comply with Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”) and the regulations and
guidance issued with respect to Section 409A of the Code;
and
WHEREAS, Article XI of the Plan provides that the Plan
may be amended or modified from time to time by the
Board.
NOW,
THEREFORE, the Bank Board
hereby amends the Plan effective January 1, 2005, as
follows:
FIRST CHANGE
Article I of
the Plan shall be amended to include the following new
paragraph:
“The Plan
has been amended to incorporate the applicable provisions of
Section 409A of theInternal Revenue Code of 1986, as amended (the
“Code”) and the regulations and all applicableguidance
issued under Section 409A of the Code by the Internal Revenue
Service (collectively referred to herein as “Section
409A”) insofar as the specific rules of Section 409A are
applicable to benefits that vested or will vest after December 31,
2004. It is the intention of the Bank that any portion
of the benefits that vested prior to January 1, 2005 shall not be
subject to Section 409A and shall receive the full benefit of the
grandfathering protection afforded to nonqualified deferred
compensation amounts that vested prior to January 1,
2005. To the extent necessary to give effect to the
preceding sentence, the Board may construe this Plan as two (2)
separate plans. All provisions of the Plan that relate
specifically to Section 409A shall be effective as of January 1,
2005.”
SECOND CHANGE
The first
sentence of Article VI shall be deleted in its entirety and
replaced with the following new sentence:
“The
Participant my elect to receive payment of the deferred amounts
credited to his Plan account(and any appreciation depreciation
thereon) upon a Separation of Service (subject to Article IX)in a
lump sum or in annual installments not to exceed ten (10)
years.”
THIRD CHANGE
Article VI
shall be amended by adding the following new language to the end
thereof:
“With
respect to benefits that vested prior to January 1, 2005, a
Participant’s Distribution ElectionForm must be submitted
either (i) more than one year before the date on with a
Participant’sserviceas a Trustee terminates for any reason,
or (ii) within 30 days of the Plan’s effective or
the
