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                                                                EXHIBIT 10.5(b)


                                    AMENDMENT
                                       TO
                             ABINGTON BANCORP, INC.
               1986 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN,
               AS AMENDED AND RESTATED EFFECTIVE JANUARY 31, 1997



         ABINGTON BANCORP, INC., a Massachusetts corporation (the
"Corporation"), hereby adopts the following Amendments to the Abington Bancorp,
Inc. 1986 Incentive and Nonqualified Stock Option Plan, as amended and restated
effective January 31, 1997, effective as of December 18, 2003:

                  1. Subparagraphs (ii) and (iii) of Section 6.2 are deleted in
         their entirety and replaced with the following:

                           (ii) with the consent of the Option Committee, by
                  delivering "mature" shares (as defined in the Financial
                  Accounting Standards Board's Emerging Issues Task Force Issue
                  84-18 ("Issue 84-18")) of Common Stock of the Company having a
                  fair market value (as defined for purposes of Section 5.3
                  hereof) equal to the Total Option Price; (iii) with the
                  consent of the Option Committee, by reducing the number of
                  shares of Common Stock otherwise issuable to the Optionee upon
                  exercise of the Option by a number of shares having a fair
                  market value (as defined for purposes of Section 5.3 hereof)
                  equal to the Total Option Price (it being understood that this
                  alternative will be available only if the Optionee holds
                  sufficient "mature" shares as defined in Issue 84-18; (iv)
                  with the consent of the Option Committee, by delivering such
                  other consideration that is acceptable to the Option Committee
                  and that has a fair market value, as determined by the Option
                  Committee, equal to the Total Option Price, including any
                  broker-directed cashless exercise/resale procedure adopted by
                  the Option Committee; or (v) with the consent of the Option
                  Committee, any combination of the foregoing.

                  2. A new Section 14 is added, which reads in its entirety as
         follows:

                  SECTION 14. PAYMENT IN SHARES.

                           14.1 Rights of Company. The Company may require an
                  employee exercising a Nonqualified Option, or disposing of
                  shares of Common Stock acquired pursuant to the exercise of an
                  Incentive Option in a disqualifying disposition (as defined


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                  in Section 421(b) of the Code), to reimburse the Company for
                  any taxes required by any government to be withheld or
                  otherwise deducted and paid by the Company in respect of the
                  issuance or disposition of such shares. In lieu thereof, the
                  Company shall have the right to withhold the amount of such
                  taxes from any other sums due or to become due from the
                  Company to the employee upon such terms and conditions as the
                  Company may prescribe. The Company may, in its discretion,
                  hold the stock certificate to which such employee is otherwise
                  entitled upon the exercise of an option as security for the
                  payment of any such withholding tax liability, until cash
                  sufficient to pay that liability has been received or
                  accumulated.

                           14.2 Payment in Shares. An employee may elect to have
                  such tax withholding obligation satisfied, in whole or in
                  part, by (i) authorizing the Company to withhold from shares
                  of Common Stock to be issued pursuant to the exercise of a
                  Nonqualified Option a number of shares with an aggregate fair
                  market value (as defined in Section 5.3 hereof determined as
                  of the date the withholding is effected) that would satisfy
                  the minimum statutory withholding amount due for federal and
                  state purposes with respect to such exercise, or (ii)
                  transferring to the Company mature shares (as defined in
                  Section 6.2) of Common Stock owned by the employee with an
                  aggregate fair market value (as defined in Section 5.3 hereof
                  determined as of the date the withholding is effected) that
                  would satisfy the withholding amount due.

         Executed effective as of the date set forth above.

                                       ABINGTON BANCORP, INC.


                                       By:  /s/ JAMES K. HUNT
                                            -----------------------------------
                                            James K. Hunt
                                            Executive Vice President and
                                            Chief Finanical Officer


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