BENEFICIAL MUTUAL SAVINGS BANK ELECTIVE DEFERRED COMPENSATION PLAN AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2004
Exhibit
10.8
BENEFICIAL
MUTUAL SAVINGS BANK
AS
AMENDED AND RESTATED
EFFECTIVE
AS OF JANUARY 1, 2004
BENEFICIAL
MUTUAL SAVINGS BANK
TABLE
OF CONTENTS
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Page
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ARTICLE
I PURPOSE
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1
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ARTICLE
II DEFINITIONS
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2
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2.1
401(k) Plan
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2
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2.2
Beneficiary
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2
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2.3
Board
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2
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2.4
Code
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2
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2.5
Committee
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2
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2.6
Compensation
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2
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2.7
Deferred Compensation
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2
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2.8
Deferred Compensation Account
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2
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2.9
Deferred Compensation Agreement
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2
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2.10
Disability Retirement
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2
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2.11
Early Retirement
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3
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2.12
Effective Date
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3
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2.13
Eligible Employee
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3
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2.14
Employee
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3
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2.15
Employer
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3
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2.16
Employer Matching Contribution
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3
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2.17
Entry Date
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3
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2.18
Late Retirement
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3
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2.19
Normal Retirement
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3
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2.20
Participant
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3
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2.21
Plan Benefit
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3
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2.22
Plan Year
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3
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2.23
Termination of Service
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3
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2.24
Trust
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3
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ARTICLE
III ELIGIBILITY AND PARTICIPATION
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4
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3.1
Eligibility
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4
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3.2
Participation
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4
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3.3
Deferred Compensation Agreements
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4
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ARTICLE
IV DEFERRED COMPENSATION ACCOUNT
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5
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4.1
Deferred Compensation
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5
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4.2
Employer Matching Contributions
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5
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4.3
Vesting
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5
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i
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4.4
Participant Directed Investment Options
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5
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4.5
Statement of Account
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5
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ARTICLE
V PLAN DISTRIBUTIONS
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6
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5.1
Termination Benefits
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6
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5.2
Retirement and Disability Benefits
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6
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5.3
Death Benefits
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6
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5.4
Unforeseeable Emergency Distributions
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6
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5.5
Election of Form of Benefit Payment
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6
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5.6
Form of Benefit Payments
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7
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5.7
Withholding for Payroll Taxes
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7
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5.8
Commencement of Payments
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7
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5.9
Payment to Guardian
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7
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ARTICLE
VI BENEFICIARY DESIGNATION
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8
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6.1
Beneficiary Designation
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8
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6.2
Amendments
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8
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6.3
No Beneficiary Designation
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8
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6.4
Effect of Payment
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8
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6.5
Death of Beneficiary
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8
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ARTICLE
VII ADMINISTRATION
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9
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7.1
Committee
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9
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7.2
Agents
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9
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7.3
Binding Effect of Decisions
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9
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7.4
Indemnity of Committee
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9
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ARTICLE
VIII CLAIMS PROCEDURE
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10
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8.1
Claim
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10
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8.2
Denial of Claim
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10
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8.3
Review of Claim
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10
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8.4
Final Decision
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10
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ARTICLE
IX AMENDMENT, MERGER AND TERMINATION OF PLAN
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11
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9.1
Amendment of Plan
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11
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9.2
Merger of Plan
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11
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9.3
Termination of Plan
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11
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ARTICLE
X MISCELLANEOUS
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12
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10.1
Unfunded Plan
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12
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10.2
Unsecured General Creditor
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12
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10.3
Nonassignability
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12
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ii
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10.4
Not a Contract of Employment
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12
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10.5
Participant Cooperation
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12
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10.6
Terms
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12
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10.7
Captions
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12
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10.8
Governing Law
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12
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10.9
Validity
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13
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10.10
Notice
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13
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10.11
Successors
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13
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iii
BENEFICIAL
MUTUAL SAVINGS BANK
AS
AMENDED AND RESTATED
EFFECTIVE
AS OF JANUARY 1, 2004
ARTICLE
I
PURPOSE
The
purpose of this Elective Deferred Compensation Plan (hereinafter referred
to as
the “Plan”) is to
permit
a select group of management or highly compensated employees of Beneficial
Mutual Savings
Bank (“the Employer”) to elect to defer compensation and to provide for the
distribution of
benefits at the time and in the manner described herein. The plan is designed
to
allow these employees
to maximize their ability to save on a tax-deferred basis and providing such
key
employees those benefits that would have been available under the Beneficial
Mutual Savings Bank Employees’ Savings
Plan but have been curtailed by application of:
| (a) |
limitation
placed on elective deferral contributions under Section 402(g)
of the
Code;
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| (b) |
the
limitation on compensation taken into account under a qualified
plan under
Section 401(a)(17) of the Code;
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| (c) |
the
limitation on annual additions to qualified retirement
plans;
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in
accordance with Sections 402(g), 401(a) and 415(c), respectively, of the
Internal Revenue Code (the
“Code”), all of which limitations shall be adjusted annually for increases in
the cost-of-living in accordance
with Article 415(d) of the Code; and
| (d) |
the
nondiscrimination testing requirements under Articles 401(k) and
(m) of
the Code.
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The
plan
is intended to constitute a nonqualified deferred retirement plan which,
in
accordance with ERISA
§§
201(2), 301(a)(3) and 401(a)(1), is “unfunded and maintained by an employer
primarily for the
purpose of providing deferred compensation for a select group of management
or
highly compensated
employees.”
1
ARTICLE
II
DEFINITIONS
For
the
purposes of this Plan, the following words and phrases shall have the meanings
indicated, unless
the context clearly indicates otherwise:
2.1
401(k)
Plan.
“401(k)
Plan” means the Beneficial Mutual Savings Bank Employees’ Savings Plan, as
sponsored by Beneficial Mutual Savings Bank, or any successor plan thereto
providing a cash
or
deferred arrangement described in Section 401(k) of the Code in which the
Participants in this Plan also participate and which is sponsored by the
Employer.
2.2
Beneficiary.
“Beneficiary” means the person, persons, or entity designated by the Participant
to
receive any amounts payable from the Participant’s Deferred Compensation Account
after the Participant’s
death.
2.3
Board.
“Board”
means the Board of Managers of Beneficial Mutual Savings Bank.
2.4
Code.
“Code”
means the Internal Revenue Code of 1986, as amended from time to
time.
2.5
Committee.
“Committee” means those individuals appointed by the Board of Managers to
administer
this Plan.
2.6
Compensation.
“Compensation”
means the total compensation paid by the Employer to a Participant
during the Plan Year, including bonuses and amounts not includable in income
by
reason
of
a Participant’s agreement to defer Compensation under the terms of this Plan or
a Participant’s
election under a cash or deferred arrangement under Section 401(k) of the
Code
or a cafeteria plan described in Section 125 of the Code.
2.7
Deferred
Compensation.
“Deferred
Compensation” means the amount of Compensation not yet
earned which the Participant and the Employer mutually agree shall be deferred
in accordance with
the
provisions of this Plan.
2.8
Deferred
Compensation Account.
“Deferred Compensation Account” means the individual account
maintained in a Rabbi Trust established and maintained by the Employer to
which
Deferred
Compensation and Employer Matching Contributions for each Participant are
credited, and
to
which interest, dividends, and investment gains are added to the account
and the
amount of any distributions, investment loses, and expenses are deducted
from
the account.
2.9
Deferred
Compensation Agreement.
“Deferred Compensation Agreement” means the agreement between the Employer and
the Employee to defer Compensation under the terms of the Plan.
2.10
Disability
Retirement.
“Disability Retirement” means retirement from service from the Employer
resulting from a physical or mental condition which prevents a Participant
from
satisfactorily
performing the Participant’s usual duties for the Employer, which becomes
effective on
the
first day of the month immediately following the Plan Year quarter during
which
the Participant
has satisfied the requirements for benefits under the Employer’s Long Term
Disability Plan.
2
2.11
Early
Retirement.
“Early
Retirement”
means retirement from service with the Employer which becomes effective on
the
first day of the month immediately following the Plan Year quarter during
which
the Participant attains age 55.
2.12
Effective
Date.
“Effective Date” of this amended and restated Plan means January 1, 2004. The
Effective Date of the original Plan was October 1, 1996.
2.13
Eligible
Employee.
“Eligible Employee” means a highly compensated employee or a select member of
management who the Committee determines is eligible to participate in the
Plan.
2.14
Employee.
“Employee” means an individual employed as a common law employee of the
Employer.
2.15
Employer.
“Employer” means Beneficial Mutual Savings Bank, having its principal place of
business in the Commonwealth of Pennsylvania including all members of the
controlled group of corporations or trades or businesses under common control
as
defined under Code Section 414(b) and
(c)
respectively, or any successors to the business thereof.
2.16
Employer
Matching Contribution.
“Employer Matching Contribution” means the contributions, if any, that are
credited to the Participant’s Deferred Compensation Account in accordance
with the matching contribution provisions of the Plan.
2.17
Entry
Date.
“Entry
Date” means the date on which an Employee becomes an Eligible Employee.
2.18
Late
Retirement.
“Late
Retirement” means retirement from service with the Employer after the
Participant has attained age 65 which becomes effective on the first day
of the
month immediately following the Plan Year quarter during which the Participant
retires from service with the
Employer.
2.19
Normal
Retirement.
“Normal
Retirement” means retirement from service with the Employer which
becomes effective on the first day of the month immediately following the
Plan
Year quarter
during which the Participant attains age 65.
2.20
Participant.
“Participant” means any individual who is participating or has participated in
this Plan.
2.21
Plan
Benefit.
“Plan
Benefit” means the benefit payable to a Participant as determined in
accordance
with the provisions of this Plan.
2.22
Plan
Year.
“Plan
Year” means the twelve (12) consecutive month period beginning January
1st
and
ending December 31st.
2.23
Termination
of Service.
“Termination
of Service” means the severance of a Participant’s employment
prior to Early, Normal or Late retirement.
2.24
Trust.
“Trust”
means the Rabbi Trust established and maintained by the Employer for the
purpose
of accepting contributions under the Plan and to which interest, dividends,
and
investment
gains are added and from which the amount of any distributions, investment
losses, and
expenses are deducted.
3
ARTICLE
III
ELIGIBILITY
AND PARTICIPATION
3.1
Eligibility.
Participation in this Plan is limited to those Employees who are Eligible
Employees.
3.2
Participation.
Participation in the Plan shall commence on the date that an Eligible Employee
executes a Deferred Compensation Agreement in the form and manner described
in
Section 3.3. In the first Plan Year in which an Employee becomes an Eligible
Employee, the Eligible Employee may
execute a Deferred Compensation Agreement for services to be performed in
that
Plan Year subsequent
to execution of that Agreement provided that the Deferred Compensation Agreement
is
executed within 30 days after the date that the Employee became an Eligible
Employee. In all other
instances, Deferred Compensation Agreements shall be executed before the
beginning of the calendar year in which the Compensation is payable.
Participation in this Plan is not predicated on participation
in the 401(k) Plan.
3.3
Deferred
Compensation Agreements.
A
Deferred Compensation Agreement shall be effective as
of the
first day of the payroll period beginning immediately following the first
day of
the Plan Year
or
the first day of the payroll period beginning immediately following the Entry
Date. A Deferred Compensation Agreement
will remain in effect for the initial Plan Year and each Plan Year thereafter.
A
Deferred Compensation
Agreement may not be changed with respect to the Plan Year. Any modification
or
revocation
of a Deferred Compensation Agreement shall only be effective beginning with
the
Plan Year
following the Plan Year in which the modification or revocation is
made.
4
ARTICLE
IV
DEFERRED
COMPENSATION ACCOUNT
4.1
Deferred
Compensation.
The
amount of Compensation that a Participant elects to defer pursuant
to a properly executed Deferred Compensation Agreement shall be made by payroll
deduction
and credited to the Participant’s Deferred Compensation Account as the
non-deferred compensation
becomes payable.
4.2
Employer
Matching Contributions.
To the
extent a Participant has made the maximum elective deferral to the 401(k)
Plan,
the Employer may contribute an Employer Matching Contribution on behalf of
each
Participant and will credit such amount to the Participant’s Deferred
Compensation Account.
The amount of the Employer Matching Contribution, if any, shall be determined
in
the sole discretion of the Board.
4.3
Vesting.
A
Participant will always be 100% vested in the account balance of his Deferred
Compensation Account. However, all funds placed in the Rabbi Trust by the
employer will still be subject
to the claims of the Employer’s creditors. Participants have no beneficial
ownership in or preferred claim on their Deferred Compensation Accounts until
actual payment. The rights of Participants are those of an unsecured general
creditor of the Employer as described in Section 10.2
of
this Plan.
4.4
Participant
Directed Investment Options.
Each
Participant shall have the opportunity to direct the investment of his Deferred
Compensation Account among the investment options selected by the
Committee in multiples of 1%. Transfers among investment options may be made
on
a quarterly
basis throughout the Plan Year, to be effective as soon as administratively
feasible. The right to direct investment options shall in no way be interpreted
to give the Participant any greater claim to those funds so directed than
that
which has been granted to the Participant by the terms of
this
Plan and, specifically, Section 4.3 above.
4.5
Statement
of Account.
The
Committee shall submit to each Participant, within thirty (30) days after
the
close of each calendar quarter and at such other time as determined by the
Committee, a statement setting forth the balance to the credit of the Deferred
Compensation Account maintained
for a Participant.
5
ARTICLE
V
PLAN
DISTRIBUTIONS
5.1
Termination
Benefits.
The
Employer shall pay a Plan Benefit equal to the amount of the Participant’s
vested Deferred Compensation Account to each Participant who separates from
employment
prior to retirement.
5.2
Retirement
and Disability Benefits.
The
Employer shall pay a Plan Benefit equal to the amount of
the
Participant’s Deferred Compensation Account to each participant who separates
from service
on account of Disability, Early, Normal, or Late Retirement.
5.3
Death
Benefits.
Upon
the death of a Participant, the Employer shall pay to the Participant’s
beneficiary
an amount determined as follows:
(a)
If
the
Participant dies after separation from employment with the Employer, the
amount
payable shall be equal to the remaining unpaid balance of the Participant’s
Deferred
Compensation Account.
(b)
If
the
Participant dies prior to separation from employment with the Employer, the
amount
payable shall be the Participant’s Deferred Compensation Account balance at the
time
death occurs. Prior to his death, a Participant may elect that death benefits
be
paid to his
beneficiary in a form described in Section 5.6. If the Participant does not
elect a form of
payment, benefits shall be paid in a lump sum to the beneficiary.
5.4
Unforeseeable
Emergency Distributions.
Upon a
finding that a Participant has suffered an unforeseeable emergency, the
Committee may, in its sole discretion, allow a distribution from the
Participant’s
vested Deferred Compensation Account prior to the time specified for payment
of
benefits under the Plan. An “unforeseeable emergency” is an unanticipated
emergency that is caused
by
an event beyond the control of the participant and that would result in severe
financial hardship
to the Participant if early withdrawal were not permitted. The amount of
such
distribution
shall be limited to the amount reasonably necessary to meet the Participant’s
emergency.
Following an emergency distribution, a Participant’s Deferred Compensation
Agreement
will be canceled and no further Compensation may be deferred for the remainder
of the
Plan
Year.
5.5
Election
of Form of Benefit Payment.
With
respect to a Participant who retires at Early, Normal
or
Late Retirement, Plan Benefits shall be paid in one of the forms provided
in
Paragraph 5.6
as
elected by the Participant, unless the Committee, in its sole discretion,
selects an alternative method.
The Participant shall elect the form of benefit payment at least 90 days
prior
to his Early, Normal
or
Late Retirement. A Participant who fails to elect the form of benefit payment
shall be deemed
to
have elected a Plan Benefit in the form of a lump-sum payment. The Participant’s
form
of
benefit election shall be irrevocable, unless the Committee, in its sole
discretion, decides otherwise.
With respect to a Participant who terminates prior to Early, Normal or Late
Retirement, Plan Benefits shall be paid in a lump sum. However, Plan Benefits
payable pursuant to paragraph 5.3(a) shall be paid in the same form as prior
to
the Participant’s death, unless the Committee
in its sole discretion decides to pay benefits in a lump-sum.
6
5.6
Form
of
Benefit Payments
(a)
Monthly
installments, either (i) over the Participant’s or beneficiary’s life
expectancy, whichever
is applicable, or (ii) for any period certain specified by the
Participant.
(b)
A
lump-sum payment.
(c)
A
combination of (a) and (b) above. The Participant shall designate the percentage
payable
under each option.
5.7
Withholding
for Payroll Taxes.
The
Employer shall withhold from Plan Benefits any income or employment
taxes required to be withheld from a Participant’s wages.
5.8
Commencement
of Payments.
Payment
shall commence within thirty (30) days of the end of the Plan Year quarter
in
which a Participant becomes eligible for a Plan Benefit, unless the Committee,
in its sole discretion decides otherwise.
5.9
Payment
to Guardian.
If
a Plan
Benefit is payable to a minor or a person declared incompetent
or to a person incapable of handling the disposition of property, the Committee
may direct
payment of such Plan Benefit to the guardian, legal representative or person
having the care and
custody of such minor or incompetent person. The Committee may require proof
of
incompetency,
minority, incapacity or guardianship as it may deem appropriate prior to
distribution
of the Plan Benefit. Such distribution shall completely discharge the Committee
and the
Employer from all liability with respect to such Plan Benefit.
7
ARTICLE
VI
BENEFICIARY
DESIGNATION
6.1
Beneficiary
Designation.
Each
Participant shall have the right, at any time, to designate any person
or
persons as his Beneficiary or Beneficiaries (both primary and contingent)
to
whom payment
under this Plan shall be paid in the event of death prior to complete
distribution of the Participant’s
Plan Benefit. Each beneficiary designation shall be in a written form prescribed
by the
Committee and will be effective only when filed with the Committee during
the
Participant’s lifetime.
6.2
Amendments.
Any
Beneficiary designation may be changed by a Participant without the consent
of
any designated Beneficiary by the filing of a new Beneficiary Designation
with
the Committee.
The filing of a new Beneficiary Designation form will cancel all Beneficiary
Designations
previously filed.
6.3
No
Beneficiary Designation.
If any
Participant fails to designate a Beneficiary in the manner provided
above, or if the Beneficiary designated by a deceased Participant predeceases
the Participant,
the Committee, in its discretion, shall direct the Employer to distribute
such
Participant’s
Plan Benefit (or the balance thereof) as follows:
(a)
to
the
Participant’s surviving spouse, if any, or
(b)
if
the
Participant shall have no surviving spouse, then to the Participant’s surviving
children
in equal shares; or
(c)
if
the
Participant shall have no surviving spouse or children, then to the
Participant’s estate,
or
(d)
in
the
absence of an estate in accordance with the intestate statute of the
Participant’s domicile.
6.4
Effect
of Payment.
Payment
to the Beneficiary or as provided in Section 6.3 above, shall completely
discharge Employer’s obligations under this Plan.
6.5
Death
of Beneficiary.
Following
commencement of payment of Plan Benefits, if the Beneficiary
designated by a deceased Participant dies before receiving a complete
distribution of the Plan Benefit, the Committee shall direct the Employer
to
distribute the balance of such Plan Benefit:
(a)
as
designated by the Beneficiary in a written form prescribed by the Committee
which is
effective only when filed with the Committee during the Beneficiary’s lifetime;
or
(b)
if
the
Beneficiary shall not have made such designation, then to the Beneficiary’s
estate.
8
ARTICLE
VII
ADMINISTRATION
7.1
Committee.
This
Plan shall be administered by the Committee. Members of the Committee may
be
Participants under the Plan.
7.2
Agents.
The
Committee may appoint an individual to be the Committee’s agent with respect
to
the
day-to-day administration of the Plan. In addition, the Committee may, from
time
to time, employ
other agents and delegate to them such administrative duties as it sees fit,
and
may from time
to
time consult with counsel who may be counsel to the Employer.
7.3
Binding
Effect of Decisions.
The
decision or action of the Committee with respect to any question
arising out of or in connection with the administration, interpretation and
application of the
Plan
and the rules and regulations promulgated hereunder shall be final and binding
upon all persons having any interest in the Plan.
7.4
Indemnity
of Committee.
The
Employer shall indemnify and hold harmless each of the members
of the Committee against any and all claims, loss, damage, expense or liability
arising from
any
action or failure to act with respect to this Plan, except in the case of
gross
negligence or
willful misconduct by such members of the Committee.
9
ARTICLE
VIII
CLAIMS
PROCEDURE
8.1
Claim.
Any
person claiming a Plan Benefit shall present the request in writing to the
Committee
which shall respond in writing as soon as practicable.
8.2
Denial
of Claim.
If
the
claim is denied, the written notice of denial shall be made within ninety
(90)
days
of the date of receipt of such claim or request by the Committee and shall
state:
(a)
The
reason for denial, with specific reference to the Plan provisions on which
the
denial
is
based.
(b)
A
description of any additional material or information required and an
explanation of why
it is
necessary.
(c)
An
explanation of the Plan’s claim review procedure.
8.3
Review
of Claim.
Any
person whose claim or request is denied or who has not received a response
within ninety (90) days may request review by notice given in writing to
the
Committee within
sixty (60) days of receiving a response or one hundred fifty (150) days from
the
date the claim
was
received by the Committee. The claim or request shall be reviewed by the
Committee who
may,
but shall not be required to, grant the claimant a hearing. On review, the
claimant may have
representation, examine pertinent documents, and submit issues and comments
in
writing.
8.4
Final
Decision.
The
decision on review shall normally be made within sixty (60) days after the
Committee’s
receipt of a request for review. If an extension of time is required for
a
hearing or other
special circumstances, the claimant shall be notified and the time for the
extension shall be limited
to one hundred twenty (120) days after the Committee’s receipt of a request for
review. The decision shall be in writing and shall state the reasons and
relevant Plan provisions. All decisions
on review shall be final and bind all parties concerned.
10
ARTICLE
IX
AMENDMENT,
MERGER AND TERMINATION OF PLAN
9.1
Amendment
of Plan.
The
Board
may at any time amend the Plan in whole or in part, provided, however,
that no amendment shall be effective to decrease or restrict any Deferred
Compensation Account maintained pursuant to any existing Deferred Compensation
Agreement under the Plan.
9.2
Merger
of Plan.
The
Board
may at any time merge the Plan and its related Trust into another non-qualified
plan maintained by the Employer or any member of a controlled group of
corporations
or trades or businesses under common control as defined in Code Section 414(b)
or (c), respectively.
9.3
Termination
of Plan.
The
Board
may at any time terminate the Plan with respect to new deferral
elections or in its entirety if, in its judgment, the tax, accounting, or
other
effects of the continuance of the Plan, or potential payments thereunder
would
not be in the best interests of the Employer.
If the Plan is terminated in its entirety, each Participant shall be 100%
vested
in the value of his Deferred Compensation Account. Upon such termination,
each
participant will receive
the value of his Deferred Compensation Account in the form of a lump-sum
payment
to be made no later than 120 days following the termination date.
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ARTICLE
X
MISCELLANEOUS
10.1
Unfunded
Plan.
This
Plan
is intended to be an Unfunded Plan maintained primarily to provide Deferred
Compensation benefits for a select group of management employees or highly
compensated
employees. This Plan is not intended to create an investment contract, but
to
provide tax
deferral opportunities and retirement benefits to Eligible Employees who
have
elected
to participate in the Plan.
10.2
Unsecured
General Creditor.
Employer’s obligation under the Plan shall be merely that of an unfunded
and unsecured promise of Employer to pay money in the future. Under the
provisions of this Plan, Participants’ rights will be those of unsecured general
creditors of the Employer.
10.3
Nonassignability.
Neither
a
Participant nor any other person shall have any right to commute, sell,
assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate or convey in advance of actual receipt the amounts, if any, payable
hereunder, or any part thereof, which
are
expressly declared to be unassignable and nontransferable. No part of the
amounts payable
shall, prior to actual payment, be subject to seizure or separation for the
payment of any debts, judgments, alimony or separate maintenance owed by
a
Participant or any other person, nor be
transferable by operation of law in the event of a Participant’s or an other
person’s bankruptcy or
insolvency.
10.4
Not
a
Contract of Employment.
The
terms
and conditions of this Plan shall not be deemed to constitute
a contract of employment between the Employer and the Participant, and the
Participant (or the Participant’s Beneficiary) shall have no rights against the
Employer except as may
otherwise be specifically provided herein. Moreover, nothing in this Plan
shall
be deemed to give
a
Participant the right to be retained in the service of the Employer or to
interfere with the right
of
the Employer to discipline or discharge the Participant at any
time.
10.5
Participant
Cooperation.
A
Participant will cooperate with the Employer by furnishing any and all
information requested by the Employer in order to facilitate the payment
of
benefits hereunder and such other action as may be requested by the
Employer.
10.6
Terms.
Whenever
any words are used herein in the masculine, they shall be construed as though
they were used in the feminine in all cases where they would so apply; and
wherever any words
are
used herein in the singular or in the plural, they shall be construed as
though
they were used in the plural or the singular, as the case may be, in all
cases
where they would so apply.
10.7
Captions.
The
captions of articles, sections and paragraphs of this Plan are for convenience
only
and
shall not control or affect the meaning or construction of any of its
provisions.
10.8
Governing
Law.
The
provisions of this Plan shall be construed and interpreted according to
the
laws
of the Commonwealth of Pennsylvania.
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10.9
Validity.
In case
any provision of this Plan shall be held illegal or invalid for any reason,
said
illegality
or invalidity shall not affect the remaining parts hereof, but this Plan
shall
be construed and
enforced as if such illegal and invalid provision had never been inserted
herein.
10.10
Notice.
Any
notice or filing required or permitted to be given to the Committee under
the
Plan
shall be sufficient if in writing and hand delivered, or sent by registered
or
certified mail, to any
member of the Committee or the President of the Employer. Such notice shall
be
deemed given
as
of the date of delivery or, if delivery is made by mail, as of three (3)
days
following the date
shown on the postmark or on the receipt for registration or
certification.
10.11
Successors.
The
provisions of this Plan shall bind and inure to the benefit of the Employer
and
its
successors and assigns. The term successors as used herein shall include
any
corporate or other business entity which shall, whether by merger,
consolidation, purchase or otherwise acquire all or substantially all of
the
business and assets of the Employer, and successors of any such corporation
or other business entity.
IN
WITNESS WHEREOF, and pursuant to resolution of the Board of Managers of the
undersigned
corporation, such corporation has caused this amended and restated Plan to
be
executed by its duly authorized officers, effective as of January 1, 2004,
on
this _____ day of ____________________, 2004.
| ATTEST: | BENEFICIAL MUTUAL SAVINGS BANK | ||
| By: | |||
|
|
|
||
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