exhibit102-121708.htm


     

    
      

      

    

    
      EXHIBIT
10.2

      AMENDMENT
NO. 1 TO TRUST AGREEMENT

       

       

      This
Amendment No. 1 to the Trust Agreement (the “Trust Agreement”) by and between
Alliance Mutual Holding Company (the “MHC”) and the persons designated below as
trustees (collectively, the “Trustee”) is dated and is effective as of December
17, 2008. The Trust Agreement was originally effective as of August 21,
1996.  Capitalized terms which are not defined herein shall have the
same meaning as set forth in the Trust Agreement.

       

       

      WITNESSETH:

       

      WHEREAS, the
MHC is the successor to Greater Delaware Valley Holdings, a Mutual Holding
Company (“GDVH”), which was an original signatory to the Trust
Agreement;

       

      WHEREAS, PNC
Bank, N.A., the original trustee under the Trust Agreement, is no longer the
trustee under the Trust Agreement;

       

      WHEREAS, the
MHC desires to appoint the following persons to serve as the Trustee under the
Trust Agreement – Dennis D. Cirucci, Peter J. Meier and Janette
Babikian;

       

      WHEREAS, The
Trust Agreement was established to fund GDVH’s obligations under a Directors’
Retirement Plan (the “Plan”) covering the non-employee directors of Greater
Delaware Valley Savings Bank (the “Bank”);

       

      WHEREAS,
following the establishment of a mid-tier stock holding company, the Bank is
currently a wholly owned subsidiary of Alliance Bancorp, Inc. of Pennsylvania, a
mid-tier holding company of the Bank (the “Company”), which is a majority-owned
subsidiary of the MHC;

       

      WHEREAS, the
Plan is being amended and restated by the MHC to comply with Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), to cover the
non-employee directors of the MHC and the Company, and to change the
Trustee;

       

      WHEREAS, the
assets contributed to the Trust are subject to the claims of the MHC’s creditors
in the event of the MHC’s insolvency, until paid to the participants or their
beneficiaries in such manner and at such times as specified in the
Plan;

       

      WHEREAS,
subsequent to the adoption of the Trust Agreement, the Internal Revenue Service
issued final regulations under Section 409A of the Code;

       

      WHEREAS,
Section 409A of the Code provides that if the assets held in the Trust are ever
transferred outside of the United States, then such assets would be deemed
transferred to the participants in the Plan and taxable to the
participants;

       

      WHEREAS, all
assets of the Trust have been held in the United States, and it is the intent of
the parties that all Trust assets continue to be held in the United
States;

       

      WHEREAS, the
parties desire to amend the Trust Agreement to expressly prohibit any transfer
of any Trust assets outside of the United States; and

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      WHEREAS,
Section 12 of the Trust Agreement permits the parties hereto to amend the
Trust Agreement;

       

      NOW,
THEREFORE, in consideration of the premises, the mutual agreements herein
set forth and such other consideration the sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:

       

      1.           Name
Changes.  All references in the Trust Agreement to Greater
Delaware Valley Holdings, a Mutual Holding Company are hereby changed to
Alliance Mutual Holding Company.  All references in the Trust
Agreement to PNC Bank, N.A. are hereby changed to Dennis D. Cirucci, Peter J.
Meier and Janette Babikian.

       

      2.           Amendment
to Section 5 of the Trust Agreement.  Section 5 of the Trust
Agreement is hereby amended to add a new subsection (c) at the end thereof read
in its entirety as follows:

       

      “(c)
Notwithstanding any other provision of this Trust Agreement, all Trust Assets
shall be held in the United States of America, and at no time shall the Trustee
or any other person or entity cause any of the Trust Assets to be transferred
outside of the United States.”

       

      3.           Amendment
to Section 11(a) of the Trust Agreement.  Section 11(a) of the
Trust Agreement is hereby amended and restated to read in its entirety as
follows:

       

      “(a) If
the Trustee resigns or is removed in accordance with Section 10(a) or (b)
hereof, the Company may appoint one or more persons or entities, including but
not limited to a bank trust department or other party that may be granted
corporate trustee powers under state law, as a successor to replace the Trustee
upon resignation or removal. The appointment shall be effective when accepted in
writing by the new Trustee, who shall have all of the rights and powers of the
former Trustee, including ownership rights in the Trust Assets. The former
Trustee shall execute any instrument necessary or reasonably requested by the
Company or the successor Trustee to evidence the transfer.”

       

      4.           Effectiveness.  This
Amendment shall be deemed effective as of the date first written above, as if
executed on such date.  Except as expressly set forth herein, this
Amendment shall not by implication or otherwise alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements
contained in the Trust Agreement, all of which are ratified and affirmed in all
respects and shall continue in full force and effect and shall be otherwise
unaffected.

       

      5.           Governing
Law.  This Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.

       

      6.           Counterparts.  This
Amendment may be executed in any number of counterparts, each of which shall for
all purposes be deemed an original, and all of which together shall constitute
one and the same instrument.

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      IN WITNESS
WHEREOF, the MHC and the Trustee have caused this Amendment to be signed,
and their respective corporate seals to be hereto affixed, as of the day and
year first written above.

       

       

      
        
          	  	
                  ALLIANCE
      MUTUAL HOLDING COMPANY

                
	
                  Attest:

                	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                  /s/
      Kathleen P. Lynch

                	
                  By:

                	
                  /s/
      Dennis D. Cirucci

                
	
                  Kathleen
      P. Lynch

                	 
      	
                  Dennis
      D. Cirucci

                
	
                  Corporate
      Secretary

                	 
      	
                  President
      and Chief Executive Officer

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  TRUSTEE

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Dennis D. Cirucci

                
	 
      	 
      	
                  Dennis
      D. Cirucci, Trustee

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Peter J. Meier

                
	 
      	 
      	
                  Peter
      J. Meier, Trustee

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Janette Babikian

                
	 
      	 
      	
                  Janette
      Babikian, Trustee

                


        

      

    

     

    
      3