Vested Percentage

EX-10.3(B) 10 ex10-3b.htm

Beneficial Insurance Services, LLC

401(k) Plan

(As Amended And Restated Effective May 11, 2007)

Table Of Contents

TABLE OF CONTENTS


Table Of Contents		i

Introduction		1

Article I — Definitions		3

Article II — Eligibility and Participation		14
2.1	Eligibility	14
2.2	Ineligible Employees	14
2.3	Participation	14
2.4	Termination of Participation	15
2.5	Eligibility upon Reemployment	15

Article III — Contributions and Limitations on Contributions		16
3.1	Elective Contributions	16
3.2	Bonus Contributions	16
3.3	Limitation on Elective Contributions and Bonus Contributions	16
3.4	Changes in Elective Contributions	20
3.5	Matching Contributions	20
3.6	Special Contributions	21
3.7	Catch-Up Contributions	21
3.8	Limitation on Matching Contributions	21
3.9	Discretionary Employer Contributions	23
3.10	Interest on Excess Contributions	24
3.11	Payment of Contributions	25
3.12	Rollover Contribution	26
3.13	Section 415 Limits on Contributions	26

Article IV — Vesting and Forfeitures		30
4.1	Vesting	30
4.2	Forfeitures	31
4.3	Vesting upon Reemployment	31

Article V — Trust Fund, Investment Funds And Voting Rights		33
5.1	Trust Fund	33
5.2	Interim Investments	33
5.3	Account Values	33
5.4	Voting Rights, Tender Offers and Other Offers	34
5.5	Dissenters’ Rights	36
5.6	Power to Invest in Company Securities	36

Article VI — Investment Directions, Changes of Investment Directions and Transfers Between Investment Funds		37
6.1	Investment Directions	37
6.2	Change of Investment Directions	37



968	I	Beneficial Insurance Services, LLC

Table Of Contents


6.3	Transfers Between Investment Funds	37
6.4	Employees Other than Participants	38
6.5	Restrictions on Investments in the Beneficial Mutual Bancorp, Inc. Stock Fund for Certain Participants	38

Article VII — Payment of Benefits		40
7.1	General	40
7.2	Non-Hardship Withdrawals	40
7.3	Hardship Distributions	41
7.4	Distribution of Benefits - General	45
7.5	Payments upon Retirement or Disability	45
7.6	Payments upon Termination of Service for Reasons Other Than Retirement or Disability	47
7.7	Payments Upon Death	48
7.8	Direct Rollover of Eligible Rollover Distributions	50
7.9	Commencement of Benefits	51
7.10	Minimum Distribution Requirements	52
7.11	Manner of Payment of Distributions from the Beneficial Mutual Bancorp,	57

Article VIII — Loans to Participants		58
8.1	Definitions and Conditions	58
8.2	Loan Amount	58
8.3	Term of Loan	58
8.4	Operational Provisions	58
8.5	Repayments	60
8.6	Default	61
8.7	Coordination of Outstanding Account and Payment of Benefits	62

Article IX — Administration		63
9.1	General Administration of the Plan	63
9.2	Designation of Named Fiduciaries	63
9.3	Responsibilities of Fiduciaries	63
9.4	Plan Administrator	64
9.5	Committee	64
9.6	Powers and Duties of the Committee	65
9.7	Certification of Information	66
9.8	Authorization of Benefit Payments	66
9.9	Payment of Benefits to Legal Custodian	66
9.10	Service in More Than One Fiduciary Capacity	67
9.11	Payment of Expenses	67

Article X — Benefit Claims Procedure		68
10.1	Definition	68
10.2	Claims	68
10.3	Disposition of Claim	68
10.4	Denial of Claim	68



968	II	Beneficial Insurance Services, LLC

Table Of Contents


10.5	Right to Full and Fair Review	69
10.6	Time of Review	69
10.7	Final Decision	69

Article XI — Amendment, Termination, and Withdrawal		70
11.1	Amendment and Termination	70
11.2	Withdrawal from the Trust Fund	70

Article XII — Top-Heavy Plan Provisions		71
12.1	Introduction	71
12.2	Definitions	71
12.3	Minimum Contributions	75
12.4	Impact on Section 415 Maximum Benefits	77

Article XIII — Miscellaneous Provisions		78
13.1	No Right to Continued Employment	78
13.2	Merger, Consolidation, or Transfer	78
13.3	Nonalienation of Benefits	78
13.4	Missing Payee	78
13.5	Affiliated Employers	79
13.6	Successor Employer	79
13.7	Return of Employer Contributions	79
13.8	Adoption of Plan by Affiliated Employer	79
13.9	Construction of Language	80
13.10	Headings	80
13.11	Governing Law	80



968	III	Beneficial Insurance Services, LLC

Introduction

INTRODUCTION

Effective as of January 1, 1971, Paul Hertel & Company, Inc. adopted the Paul Hertel & Company, Inc. Thrift and Profit Sharing Plan (“Prior Plan”).

Effective as of January 21, 2005, Paul Hertel & Company, Inc. was acquired by Beneficial Insurance Services, LLC, (“Employer”), a wholly owned subsidiary of Beneficial Mutual Savings Bank and continues to operate under the name of Paul Hertel & Company.

Effective as of May 11, 2007, the Employer shall adopt resolutions wherein RSGroup Trust Company (“RTC”) shall be named successor trustee and the Trust Agreement between the Employer and RTC (“Trust Agreement”) shall be adopted.

Effective as of May 11, 2007, the Prior Plan is amended and restated in its entirety. The amended and restated plan shall be known as the Beneficial Insurance Services, LLC 401(k) Plan (“Plan”), shall contain the terms and conditions set forth herein, and shall in all respects be subject to the provisions of the Trust Agreement which are incorporated herein and made a part hereof.

The Plan as amended and restated hereunder incorporates a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code of 1986, as amended (“Code”).

The Plan shall constitute a profit-sharing plan within the meaning of Section 401(a) of the Code, without regard to current or accumulated profits of the Employer, as provided in Section 401(a)(27) of the Code.

The Plan complies with all Internal Revenue Service legislation and regulations issued to date, including the requirements of the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”), as provided for under Internal Revenue Service Notice 2001-57, final regulations under Code Section 401(a)(9), IRS procedural guidance (Notice 2005-5) addressing required “automatic rollovers” under Section 401(a)(31)(B) of the Code, 2006 final regulations under Code Section 401(k) and Code Section 401(m) and provides for Roth Contributions under Code Section 402A.

As of May 11, 2007, Roth Contributions have not been implemented and are not available under the Plan.

In 2004, Beneficial Mutual Savings Bank formed Beneficial Mutual Bancorp, Inc. (“Company”), a federally chartered mid-tier stock holding company as its holding company. Effective as of the Reorganization Date, approximately fifty-five percent (55%) of the outstanding common stock of the Company will be held by its parent company, Beneficial Savings Bank MHC, a federally chartered mutual holding company. Effective as of the Reorganization Date (the date of conversion of Beneficial Mutual Savings Bank from mutual to stock ownership), the Employer shall adopt resolutions which will add an investment fund to the Plan consisting of common stock of Beneficial Mutual Bancorp, Inc.



968	1	Beneficial Insurance Services, LLC

Introduction

Subject to any amendments that may subsequently be adopted by the Employer prior to a Termination of Service, the provisions set forth in this Plan shall apply to an Employee who is in the employment of the Employer on or after May 11, 2007. Except to the extent specifically required to the contrary under the terms of this Plan, for terminations of employment prior to May 11, 2007, the rights and benefits of a former participant shall be determined in accordance with the provisions of the Prior Plan as in effect on the date of the former participant’s termination of employment.

The Employer has herein restated the Plan with the intention that (a) the Plan shall at all times be qualified under Section 401(a) of the Code, (b) the Trust Agreement shall be tax-exempt under Section 501(a) of the Code, and (c) Employer contributions under the Plan shall be tax deductible under Section 404 of the Code. The provisions of the Plan and the Trust Agreement shall be construed to effectuate such intentions.



968	2	Beneficial Insurance Services, LLC

Article I —
Definitions

ARTICLE I —
DEFINITIONS

The following words and phrases shall have the meanings hereinafter ascribed to them. Those words and phrases which have limited application are defined in the respective Articles in which such terms appear.


1.1	Accounts means the Before-Tax Contribution Account (including Bonus Contributions, Special Contributions and Catch-Up Contributions, if any), Matching Contribution Account, Discretionary Employer Contribution Account, Roth Contribution Account (including Catch-Up Contributions, if any), if implemented, upon approval by the Employer, and Rollover Contribution Account established under the Plan on behalf of an Employee.

1.2	Actual Contribution Percentage means the ratio (expressed as a percentage) of Matching Contributions under the Plan which are made on behalf of an Eligible Employee for the Plan Year to such Eligible Employee’s compensation (as defined under Section 415(c)(3) of the Code) for the Plan Year. An Eligible Employee’s compensation hereunder shall include compensation receivable from the Employer for that portion of the Plan Year during which the Employee is an Eligible Employee, up to a maximum of two hundred twenty-five thousand dollars ($225,000) for the 2007 Plan Year, thereafter adjusted in multiples of five thousand dollars ($5,000) for increases in the cost-of-living as prescribed by the Secretary of the Treasury under Section 401(a)(17)(B) of the Code.

1.3	Actual Deferral Percentage means the ratio (expressed as a percentage) of the sum of Before-Tax Contributions, Bonus Contributions, Roth Contributions, if implemented, upon approval by the Employer and those Qualified Nonelective Contributions taken into account under the Plan for the purpose of determining the Actual Deferral Percentage, which are made on behalf of an Eligible Employee for the Plan Year to such Eligible Employee’s compensation (as defined under Section 415(c)(3) of the Code) for the Plan Year. An Eligible Employee’s compensation hereunder shall include compensation receivable from the Employer for that portion of the Plan Year during which the Employee is an Eligible Employee, up to a maximum of two hundred twenty-five thousand dollars ($225,000) for the 2007 Plan Year, thereafter adjusted in multiples of five thousand dollars ($5,000) for increases in the cost-of-living as prescribed by the Secretary of the Treasury under Section 401(a)(17)(B) of the Code.

1.4	Affiliated Employer means a member of an affiliated service group (as defined under Section 414(m) of the Code), a controlled group of corporations (as defined under Section 414(b) of the Code), a group of trades or businesses under common control (as defined under Section 414(c) of the Code) of which the Employer is a member, any leasing organization (as defined under Section 414(n) of the Code) providing the services of Leased Employees to the Employer, or any other group provided for under any and all Income Tax Regulations promulgated by the Secretary of the Treasury under Section 414(o) of the Code.



968	3	Beneficial Insurance Services, LLC

Article I —
Definitions


1.5	Affiliated Service means employment with an employer during the period that such employer is an Affiliated Employer.

1.6	Average Actual Contribution Percentage means the average of the Actual Contribution Percentages of (a) the group comprised of Eligible Employees who are Highly Compensated Employees or (b) the group comprised of Eligible Employees who are Non-Highly Compensated Employees, whichever is applicable.

1.7	Average Actual Deferral Percentage means the average of the Actual Deferral Percentages of (a) the group comprised of Eligible Employees who are Highly Compensated Employees or (b) the group comprised of Eligible Employees who are Non-Highly Compensated Employees, whichever is applicable.

1.8	Before-Tax Contribution Account means the separate, individual account established on behalf of a Participant to which Before-Tax Contributions, Bonus Contributions, Special Contributions and Catch-Up Contributions if any, made on his behalf are credited,together with all earnings and appreciation thereon, and against which are charged any withdrawals, loans and other distributions made from such account and any losses, depreciation or expenses allocable to amounts credited to such account.

1.9	Before-Tax Contributions means the contributions of the Employer made in accordance with the Compensation Reduction Agreements of Participants pursuant to Section 3.1.

1.10	Beneficial Mutual Bancorp, Inc. Stock means the common stock of the Company.

1.11	Beneficial Mutual Bancorp, Inc. Stock Fund means, commencing on the Reorganization Date, the assets consisting of Beneficial Mutual Bancorp, Inc. Stock which shall be maintained in an Investment Fund established for such purpose.

1.12	Beneficiary means any person who is receiving or is eligible to receive a benefit under Section 7.7 of the Plan upon the death of an Employee or former Employee.

1.13	Board means the board of trustees, directors or other governing body of the Sponsoring Employer.

1.14	Bonus means the bonus award paid to a Participant during a Plan Year.

1.15	Bonus Contributions means the contributions of the Employer made in accordance with the Enrollment Application for Bonus Contributions or Election Forms for Bonus Contributions of Participants pursuant to Section 3.2.

1.16	Catch-Up Contributions means additional elective deferrals made by an eligible Participant pursuant to Section 3.7.

1.17	Closing Price means the closing sale price for the Beneficial Mutual Bancorp, Inc. Stock, on its principal trading market, on the applicable Valuation Date, or, if there is no sale on such date, the average of the bid and asked prices on such date.



968	4	Beneficial Insurance Services, LLC

Article I —
Definitions


1.18	Code means the Internal Revenue Code of 1986, as amended from time to time.

1.19	Committee means the person or persons appointed by the Employer in accordance with Section 9.2(b).

1.20	Company means, effective as of the Reorganization Date, Beneficial Mutual Bancorp, Inc., or any successor organization.

1.21	Compensation means with respect to a Plan Year, the sum of (a) the total earnings which are received by the Participant from the Employer for such Plan Year and which are required to be reported as wages on the Participant’s Form W-2 (in the wages, tips and other compensation box) and (b) the total amount of Elective Contributions contributed for the Plan Year for the Participant under Section 3.1 which are not includible in gross income under Section 402(e)(3) of the Code and (c) any elective contributions made by the Employer on behalf of a Participant that are not includible in gross income under Section 125, Section 402(h) or Section 132(f)(4) of the Code, but excluding all of the following items (even if includible in gross income): reimbursements or other expense allowances, fringe benefits (cash and non-cash), moving expenses, deferred compensation and welfare benefits. Compensation shall only include amounts received by a Participant while the Participant is eligible to participate in the Plan.

	Compensation shall not exceed two hundred twenty-five thousand dollars ($225,000) for the 2007 Plan Year thereafter adjusted in multiples of five thousand dollars ($5,000) for increases in the cost-of-living as prescribed by the Secretary of the Treasury under Section 401(a)(17)(B) of the Code. For purposes of this Section, if the Plan Year in which a Participant’s Compensation is being made is less than twelve (12) calendar months, the amount of Compensation taken into account for such Plan Year shall be the adjusted amount, prescribed by the Secretary of the Treasury under Section 401(a)(17) of the Code, for such Plan Year multiplied by a fraction, the numerator of which is the number of months taken into account for such Plan Year and the denominator of which is twelve (12). In determining the dollar limitation hereunder, compensation received from any Affiliated Employer shall be recognized as Compensation.

1.22	Compensation Reduction Agreement means an agreement between the Employer and an Eligible Employee whereby the Eligible Employee agrees to reduce his Compensation during the applicable payroll period by an amount equal to any whole percentage or fraction thereof, to the extent provided in Section 3.1, and the Employer agrees to contribute to the Trust Fund, on behalf of such Eligible Employee, an amount equal to the specified reduction in Compensation.

1.23	Disability means a physical or mental condition, determined after review of those medical reports deemed satisfactory for this purpose, which renders the Participant totally and permanently incapable of engaging in any substantial gainful employment based on his education, training and experience.



968	5	Beneficial Insurance Services, LLC

Article I —
Definitions


1.24	Discretionary Employer Contribution Account means the separate, individual account established on behalf of an Eligible Employee to which Discretionary Employer Contributions, if any, are credited, together with all earnings and appreciation thereon, and against which are charged any withdrawals, loans and other distributions made from such account, as well as any losses, depreciation, or expenses allocable to amounts credited to such account.

1.25	Discretionary Employer Contributions means the amounts, if any, contributed by the Employer on behalf of an Eligible Employee, pursuant to Section 3.9.

1.26	Early Retirement Date means the first day of any month coincident with or following the Participant’s attainment of age fifty-five (55).

1.27	Effective Date means January 1, 1971.

1.28	Elective Contributions means, with respect to any taxable year, the sum of Before-Tax Contributions and Roth Contributions, if implemented, upon approval by the Employer, as set forth under Section 3.1.

1.29	Eligible Employee means an Employee who is eligible to participate in the Plan pursuant to the provisions of Article II.

1.30	Employee means any person employed by the Employer.

1.31	Employer means Beneficial Insurance Services, LLC, doing business as Paul Hertel & Company, and any Participating Affiliate or any successor organization which shall continue to maintain the Plan set forth herein.

1.32	Employer Resolutions means resolutions adopted by the Board.

1.33	Employment Commencement Date means the date on which an Employee first performs an Hour of Service for the Employer upon initial employment or, if applicable, upon reemployment.

1.34	Enrollment Application for Bonus Contributions or Election Form for Bonus Contributions means the application or election form submitted to the Employer whereby the Eligible Employee elects to defer a portion of his Bonus paid during the applicable Plan Year by an amount equal to any whole percentage or fraction thereof, subject to the limitations set forth in Section 3.3, and the Employer agrees to contribute to the Trust, on behalf of such Eligible Employee, the specified deferred amount of the Bonus.

1.35	ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.36	Forfeitures means any amounts forfeited pursuant to Section 4.2.

1.37	Hardship means the condition described in Section 7.3.



968	6	Beneficial Insurance Services, LLC

Article I —
Definitions


1.38	Highly Compensated Employee means, with respect to a Plan Year, an Employee or an employee of an Affiliated Employer who is such an Employee or employee during the Plan Year for which a determination is being made and who:

	(a)	during the Plan Year immediately preceding the Plan Year for which a determination is being made, received compensation as defined under Section 414(q)(4) of the Code (“Section 414(q) Compensation”) from the Employer, in excess of one hundred thousand dollars ($100,000) for 2007, adjusted as prescribed by the Secretary of the Treasury under Section 415(d) of the Code, or

	(b)	at any time during the Plan Year for which a determination is being made or at any time during the Plan Year immediately preceding the Plan Year for which a determination is being made, was a five-percent owner as described under Section 414(q)(2) of the Code.

	For purposes of subsection (a) above, Section 414(q) Compensation shall include the Employee’s wages, salaries, fees for professional services and other amounts received for personal services actually rendered in the course of employment with the Employer to the extent that such amounts are includible in gross income and shall also include (A) any elective deferral (as defined in Section 402(g)(3) of the Code, and (B) any amount which is contributed or deferred by the Employer at the election of the Employee and which is not includable in the gross income of the Employee by reason of Section 125, 132(f)(4) or 457 of the Code.

	Highly Compensated Employee also means a former Employee who (A) incurred a Termination of Service prior to the Plan Year of the determination, (B) is not credited with an Hour of Service during the Plan Year of the determination and (C) satisfied the requirements of subsection (a) or (b) during either the Plan Year of his Termination of Service or any Plan Year ending coincident with or subsequent to the Employee’s attainment of age fifty-five (55).

1.39	Hour of Service means each hour for which an Employee is paid or entitled to be paid by the Employer for the performance of duties.

1.40	Investment Funds means any and all of the Plan investment funds established for the purpose of investing contributions made to the Trust Fund in accordance with the provisions of the Trust Agreement. The property in which contributions to the Investment Funds may be invested shall be specified in the Trust Agreement and the rights of the Trustee shall be established in accordance with the provisions of such Trust Agreement.

1.41	Leased Employee means any individual (other than an Employee of the Employer or an employee of an Affiliated Employer) who, pursuant to an agreement between the Employer or any Affiliated Employer and any other person (“leasing organization”), has performed services for the Employer or any Affiliated Employer on a substantially full-time basis for a period of at least one (1) year, and such services are performed under the



968	7	Beneficial Insurance Services, LLC

Article I —
Definitions


	primary direction of and control by the Employer or any Affiliated Employer. A determination as to whether a Leased Employee shall be treated as an Employee of the Employer or an Affiliated Employer shall be made as follows: a Leased Employee shall not be considered an Employee of the Employer if: (a) such employee is a participant in a money purchase pension plan providing (i) a nonintegrated Employer contribution rate of at least ten percent (10%) of compensation, as defined in Section 415(c)(3) of the Code, including the Employee’s wages, salaries, fees for professional services and other amounts received for personal services actually rendered in the course of employment with the Employer to the extent that such amounts are includible in gross income, and including (A) amounts contributed pursuant to a compensation reduction agreement which are excludable from the employee’s gross income under Section 125, Section 402(e)(3), Section 402(h)(1)(B) or Section 403(b) of the Code, and (B) elective amounts that are excludable from the gross income of an Employee by reason of Section 132(f)(4) of the Code; (ii) immediate plan participation; and (iii) full and immediate vesting; and (b) Leased Employees do not constitute more than twenty percent (20%) of the Employer’s Non-Highly Compensated Employees.

1.42	Matching Contribution Account means the separate, individual account established on behalf of a Participant to which the Matching Contributions made on such Participant’s behalf are credited, together with all earnings and appreciation thereon, and against which are charged any withdrawals, loans and other distributions made from such account and any losses, depreciation or expenses allocable to amounts credited to such account.

1.43	Matching Contributions means the contributions made by the Employer pursuant to Section 3.5.

1.44	Named Fiduciaries means the Trustee and the Committee designated by the Sponsoring Employer to control and manage the operation and administration of the Plan.

1.45	Net Value means the value of an Employee’s Accounts as determined as of the Valuation Date coincident with or next following the event requiring such determination.

1.46	Non-Highly Compensated Employee means, with respect to a Plan Year, an Employee who is not a Highly Compensated Employee.

1.47	Normal Retirement Age means the date an Employee attains age sixty-five (65).

1.48	Normal Retirement Date means the first day of the month coincident with or next following the Participant’s Normal Retirement Age.

1.49	One Year Period of Severance means, for purposes of determining a Participant’s eligibility service pursuant to Article II and a Participant’s vested service pursuant to Article IV, a twelve (12) consecutive month period following an Employee’s Termination of Service with the Employer during which the Employee did not perform an Hour of Service.

	Notwithstanding the foregoing, if an Employee is absent from employment for maternity



968	8	Beneficial Insurance Services, LLC

Article I —
Definitions


	or paternity reasons, such absence during the twenty-four (24) month period commencing on the first date of such absence shall not constitute a One Year Period of Severance. An absence from employment for maternity or paternity reasons means an absence (a) by reason of pregnancy of the Employee, or (b) by reason of a birth of a child of the Employee, or (c) by reason of the placement of a child with the Employee in connection with the adoption of such child by such Employee, or (d) for purposes of caring for such child for a period beginning immediately following such birth or placement.

1.50	Participant means an Eligible Employee who participates in accordance with the provisions of Section 2.3, and whose participation in the Plan has not been terminated in accordance with the provisions of Section 2.4.

1.51	Participating Affiliate means any corporation that is a member of a controlled group of corporations (within the meaning of Section 414(b) of the Code) of which the Sponsoring Employer is a member and any unincorporated trade or business that is a member of a group of trades or businesses under common control (within the meaning of Section 414(c) of the Code) of which the Sponsoring Employer is a member, which, with the prior approval of the Sponsoring Employer and subject to such terms and conditions as may be imposed by such Sponsoring Employer, shall adopt this Plan in accordance with the provisions of Section 13.8. Such entity shall continue to be a Participating Affiliate until such entity terminates its participation in the Plan in accordance with Section 13.8.

1.52	Period of Service means, for purposes of determining a Participant’s eligibility service pursuant to Article II and a Participant’s vested service pursuant to Article IV:

	(a)	If an Employee’s Employment Commencement Date occurred prior to January 1, 2007, the sum of:

		(i)	The number of completed “years of service” credited to such Employee as of December 31, 2006; and

		(ii)	solely, if an Employee’s Employment Commencement Date occurred during 2006 and such Employee was not credited with a year of service during 2006, such Employee’s Period of Service shall include the period commencing on such Employee’s Employment Commencement Date and ending December 31, 2006; and

		(iii)	the period commencing January 1, 2007 and ending on the date such Employee first incurs a Termination of Service.

	(b)	If an Employee’s Employment commencement Date occurs on or after January 1, 2007, the period commencing on the Employee’s Employment Commencement Date and ending on the first day of the month coincident with or next following the Employee’s Termination of Service.

	Notwithstanding the foregoing, the period between the first and second anniversary of the first date of a maternity or paternity absence described under Section 1.49 shall not be



968	9	Beneficial Insurance Services, LLC

Article I —
Definitions


	included in determining a Period of Service.

	A period during which an individual was not employed by the Employer shall nevertheless be deemed to be a Period of Service if such individual incurred a Termination of Service and:

	(A)	such Termination of Service was the result of resignation, discharge or retirement and such individual is reemployed by the Employer within one (1) year after such Termination of Service; or

	(B)	such Termination of Service occurred when the individual was otherwise absent for less than one (1) year and he was reemployed by the Employer within one (1) year after the date such absence began.

	All Periods of Service not disregarded under Section 4.3 shall be aggregated.

	Wherever used in the Plan, a Period of Service means the quotient obtained by dividing the days in all Periods of Service not disregarded hereunder by three hundred sixty-five (365) and disregarding any fractional remainder.

1.53	Plan means the Beneficial Insurance Services, LLC 401(k) Plan, as herein restated and as it may be amended from time to time.

1.54	Plan Administrator means the person or persons who have been designated as such by the Employer in accordance with the provisions of Section 9.4.

1.55	Plan Year means the calendar year.

1.56	Postponed Retirement Date means the first day of the month coincident with or next following a Participant’s date of actual retirement which occurs after his Normal Retirement Date.

1.57	Prior Plan means the Paul Hertel & Company, Inc. Thrift and Profit Sharing Plan as in effect on the date immediately preceding the Restatement Date.

1.58	Qualified Nonelective Contributions means contributions, other than Matching Contributions and Discretionary Employer Contributions, made by the Employer, which (a) Participants may not elect to receive in cash in lieu of their being contributed to the Plan; (b) are one hundred percent (100%) nonforfeitable when made; and (c) are not distributable under the terms of the Plan to Participants or their Beneficiaries until the earliest of:

	(i)	the Participant’s death, Disability or severance from employment for other reasons;

	(ii)	the Participant’s attainment of age fifty-nine and one-half (59-1/2); or



968	10	Beneficial Insurance Services, LLC

Article I —
Definitions


	(iii)	termination of the Plan.

	Special Contributions defined under Section 1.67 are Qualified Nonelective Contributions.

1.59	Reorganization Date means the date of the conversion of Beneficial Mutual Savings Bank from mutual to stock ownership.

1.60	Restatement Date means May 11, 2007.

1.61	Retirement Date means the Participant’s Normal Retirement Date, Early Retirement Date or Postponed Retirement Date, whichever is applicable.

1.62	Rollover Contribution means (a) a contribution to the Plan of money received by an Employee from a qualified plan, or (b) a contribution to the Plan of money transferred directly from another qualified plan on behalf of the Employee, which the Code permits to be rolled over into the Plan. The Plan will additionally accept eligible rollover contributions and/or direct rollovers of distributions from (i) an annuity contract described in Section 403(b) of the Code (excluding after-tax Employee contributions); (ii) an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state; (iii) the portion of a distribution from an individual retirement account or annuity described in Section 408(a) or Section 408(b) of the Code that is eligible to be rolled over and would otherwise be included in gross income; and (iv) a designated Roth Code Section 401(k) or Code Section 403(b) account under another qualified plan or from a Roth IRA.

1.63	Rollover Contribution Account means the separate, individual account established on behalf of an Employee to which his Rollover Contributions are credited together with all earnings and appreciation thereon, and against which are charged any withdrawals, loans and other distributions made from such account and any losses, depreciation or expenses allocable to amounts credited to such account.

1.64	Roth Contribution Account, if implemented, upon approval by the Employer, means the separate, individual account established on behalf of a Participant to which Roth Contributions and Catch-Up Contributions, if any, made by the Participant are credited, together with all earnings and appreciation thereon, and against which are charged any withdrawals, loans and other distributions made from such account and any losses, depreciation or expenses allocable to amounts credited to such account. Earnings and appreciation credited on Roth Contributions are before-tax amounts.

1.65	Roth Contributions, if implemented, upon approval by the Employer, means the after-tax contributions made in accordance with the Compensation Reduction Agreements of Participants pursuant to Section 3.1. Roth Contributions shall be treated as elective deferrals for all purposes under the Plan.

1.66	Shares means shares of Beneficial Mutual Bancorp, Inc. Stock.



968	11	Beneficial Insurance Services, LLC

Article I —
Definitions


1.67	Special Contributions means the contributions made by the Employer pursuant to Section 3.6. Special Contributions are Qualified Nonelective Contributions as defined under Section 1.58.

1.68	Sponsoring Employer means Beneficial Insurance Services, LLC, doing business as Paul Hertel & Company, or any successor organization which shall continue to maintain the Plan set forth herein.

1.69	Spouse means a person to whom the Employee was legally married and which marriage had not been dissolved by formal divorce proceedings that had been completed prior to the date on which payments to the Employee are scheduled to commence.

1.70	Termination of Service means the earlier of (a) the date on which an Employee’s service is terminated by reason of severance from employment on account of his resignation, retirement, discharge, death or Disability or (b) the first anniversary of the date on which such Employee’s active service ceases for any other reason.

	Service in the Armed Forces of the United States of America shall not constitute a Termination of Service but shall be considered to be a period of employment by the Employer provided that (i) such military service is caused by war or other emergency or the Employee is required to serve under the laws of conscription in time of peace, (ii) the Employee returns to employment with the Employer within six (6) months following discharge from such military service and (iii) such Employee is reemployed by the Employer at a time when the Employee had a right to reemployment at his former position or substantially similar position upon separation from such military duty in accordance with seniority rights as protected under the laws of the United States of America. Notwithstanding any provision of the Plan to the contrary, contributions, benefits and calculation of Periods of Service with respect to qualified military service will be provided in accordance with Section 414(u) of the Code.

	A leave of absence granted to an Employee by the Employer shall not constitute a Termination of Service provided that the Participant returns to the active service of the Employer at the expiration of any such period for which leave has been granted.

	Notwithstanding the foregoing, an Employee who is absent from service with the Employer beyond the first anniversary of the first date of his absence for maternity or paternity reasons set forth in Section 1.49 shall incur a Termination of Service for purposes of the Plan on the second anniversary of the date of such absence.

1.71	Trust Agreement means the agreement or a agreements between the Employer and a Trustee pursuant to which the Trust Fund shall be held in trust.

1.72	Trustee means the RSGroup Trust Company, Portland, Maine, or any successor trustee of the Plan.

1.73	Trust Fund means the Plan assets held in accordance with the Trust Agreement.



968	12	Beneficial Insurance Services, LLC

Article I —
Definitions


1.74	Trust Fund Units means the units of measure of an Employee’s proportionate undivided beneficial interest in one or more of the Investment Funds, other than in the Beneficial Mutual Bancorp, Inc. Stock Fund, valued as of the close of business.

1.75	Valuation Date means each business day.



968	13	Beneficial Insurance Services, LLC

Article II —
Eligibility and Participation

ARTICLE II —
ELIGIBILITY AND PARTICIPATION


2.1	Eligibility

	(a)	Every Employee who was a Participant in the Prior Plan immediately prior to the Restatement Date shall continue to be a Participant on the Restatement Date.

	(b)	Every other Employee who is not excluded under the provisions of Section 2.2, shall become an Eligible Employee upon satisfying each of the following conditions:

		(i)	completion of a Period of Service of two (2) calendar months; and

		(ii)	attainment of age twenty-one (21).

	(c)	For purposes of determining if an Employee completed a Period of Service of two (2) calendar months, employment with an Affiliated Employer shall be deemed employment with the Employer.

	(d)	An Employee who otherwise satisfies the requirements of this Section 2.1 and who is no longer excluded under the provisions of Section 2.2 shall immediately become an Eligible Employee.

2.2	Ineligible Employees

	The following classes of Employees are ineligible to participate in the Plan:

	(a)	Leased Employees;

	(b)	Employees in a unit of Employees covered by a collective bargaining agreement with the Employer pursuant to which employee benefits were the subject of good faith bargaining and which agreement does not expressly provide that Employees of such unit be covered under the Plan.

2.3	Participation

	Participation in the Plan is voluntary with respect to an election for Before-Tax Contributions and/or Roth Contributions, if implemented, upon approval by the Employer. An Eligible Employee may elect to make Before-Tax Contributions and/or Roth Contributions, if any, in accordance with Section 3.1, as of the January 1st or July 1st following satisfaction of the eligibility requirements set forth in Section 2.1. In addition, an Eligible Employee will automatically participate in the Plan on any January 1st or July 1st immediately following satisfaction of the eligibility requirements set forth in Section 2.1, with respect to eligibility for (a) Special Contributions in accordance with Section 3.5 or (b) Discretionary Employer Contributions in accordance with Section 3.9.



968	14	Beneficial Insurance Services, LLC

Article II —
Eligibility and Participation


	An election for Before-Tax Contributions and/or Roth Contributions, if implemented, upon approval by the Employer,shall be evidenced by completing and filing the form or forms (including electronic forms) prescribed by the Committee not less than ten (10) days prior to the date participation is to commence. Such form or forms shall include, but not be limited to, a Compensation Reduction Agreement, a designation of Beneficiary, and an investment direction as described in Section 6.1. By completing and filing such form or forms, the Eligible Employee authorizes the Employer to make the applicable payroll deductions from Compensation, commencing on the first applicable payday coincident with or next following the effective date of the Eligible Employee’s election to participate. In the case of Special Contributions or Discretionary Employer Contributions, a Participant shall complete a form or forms prescribed by the Committee, designating a Beneficiary and an investment direction as described in Section 6.1.

	An Eligible Employee may also elect to have Bonus Contributions, as described in Section 3.2, made to his Before-Tax Contribution Account.Such election shall be evidenced by completing and filing the Enrollment Application for Bonus Contributions or Election Form for Bonus Contributions. By completing and filing such form (including an electronic form) prior to receipt of a Bonus award payment, the Eligible Employee authorizes the Employer to make the applicable deduction from his Bonus and to credit such amount to the Eligible Employee’s Before-Tax Contribution Account.

2.4	Termination of Participation

	Participation in the Plan shall terminate on the earlier of the date a Participant dies or the entire vested interest in the Net Value of such Participant’s Accounts has been distributed.

2.5	Eligibility upon Reemployment

	If an Employee incurs a One Year Period of Severance prior to satisfying the eligibility requirements of Section 2.1, service prior to such One Year Period of Severance shall be disregarded and such Employee must satisfy the eligibility requirements of Section 2.1 as a new Employee.

	If an Employee incurs a One Year Period of Severance after satisfying the eligibility requirements of Section 2.1 and again performs an Hour of Service, the Employee shall be eligible to participate in the Plan immediately upon reemployment, provided such Employee is not excluded from participating under the provisions of Section 2.2.



968	15	Beneficial Insurance Services, LLC