exhibit103-121708.htm


     

    
      

      

    

    
      exhibit
10.3

      Greater
Delaware Valley Savings d/b/a Alliance Bank

      Supplemental
Executive Retirement Plan

      409A
Restatement

       

      RECITALS:

       

      WHEREAS,
Greater Delaware Valley Savings d/b/a Alliance Bank, (the “Employer”), pursuant
to Article 6 of the Greater Delaware Valley Savings d/b/a Alliance Bank
Supplemental Executive Retirement Plan  dated as of January 11, 2002
(the “Prior Plan”), hereby amends and restates the Prior Plan for the benefit of
a select group of management or highly compensated employees/directors pursuant
to those requirements for a compliant document under Internal Revenue Code
Section 409A and the regulations promulgated thereto.  Any references
herein to the “Company” shall mean Alliance Bancorp, Inc. of
Pennsylvania.

       

      This Plan
amendment and restatement is effective and adopted by the Employer on December
17, 2008, and shall represent the restatement and continuation of the Employer’s
Prior Plan with the administration of such Prior Plan performed in compliance
with Internal Revenue Code Section 409A and the regulations promulgated
thereto.  The benefits hereunder are the continuation of Prior Plan
benefits and shall not be construed or administered in a fashion which would
provide for benefits in addition to or different than those benefits provided
for under the Prior Plan.   This Plan is an unfunded arrangement
and is intended to be exempt from the participation, vesting, funding, and
fiduciary requirements set forth in Title I of the Employee Retirement Income
Security Act of 1974, as amended.  It is intended to comply with
Internal Revenue Code Section 409A.

       

      NOW
THEREFORE, the following shall constitute the Plan.

       

      ARTICLE
I

      GENERAL

       

      
        	
                1.1

              	
                Purpose of the
      Plan.  The purpose of this Plan is to reward certain
      management and highly compensated employees of the Employer who have
      contributed to the Employer’s success and are expected to continue to
      contribute to such success in the
  future.

              


      

       

      
        	
                1.2

              	
                Plan Benefits
      Generally.  Pursuant to the Plan, the Employer may
      provide to each Participant such benefit as provided on the terms and
      conditions contained in the Plan and the Participant’s individual
      Participation
Agreement.

              


      

       

      
        	
                1.3

              	
                Effective
      Date.  The original effective date of the Plan was
      January 11, 2002.  The
      Plan is hereby amended and restated effective as of December 17,
      2008.

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      ARTICLE
II

      DEFINITIONS

       

      
        	
                2.1

              	
                Accrued SERP
      Benefit.  The Accrued SERP Benefit shall be that
      applicable vested amount, as provided for in Section 9 of the
      Participant's Participation Agreement, which the Participant shall be
      entitled to, subject to any applicable restrictions found therein, upon
      Participant's Separation from Service with the Employer pursuant to Early
      Retirement or involuntary termination subsequent to a Change of
      Control.

              


      

       

      
        	
                2.2

              	
                Administrator.  Administrator
      shall mean the Employer as defined
  herein.

              


      

       

      
        	
                2.3

              	
                Reserved.

              


      

       

      
        	
                2.4

              	
                Beneficiary.  Beneficiary
      means the person or persons designated by a Participant as his beneficiary
      in accordance with the provisions of Article V and subject to the
      Participation
Agreement.

              


      

       

      2.5       Board.  Board
means the Board of Directors of the Employer.

       

      2.6       Cause.  Cause
shall have the meaning set forth in Section 4.2.

       

      
        	
                2.7

              	
                Change in
      Control. Change in Control means a change in the ownership of the
      Company or the Bank, a change in the effective control of the Company or
      the Bank, or a change in the ownership of a substantial portion of the
      assets of the Company or the Bank, in each case as provided under Section
      409A of the Code and the regulations thereunder, provided, however, that
      neither any second-step conversion and reorganization in which Alliance
      Mutual Holding Company (the "MHC") ceases to exist nor any increase in the
      ownership of the Company by the MHC shall be deemed to be a Change in
      Control.

              


      

       

      
        	
                2.8

              	
                Committee.  Committee
      means a committee appointed by the Board to administer the Plan or, in the
      absence of any such appointment, the Board.  The Committee shall
      also be known as the "Pension Committee" and currently consists of the
      following members: Dennis D. Cirucci, Peter J. Meier, Janette Babikian,
      and William E. Hecht.  The Board may amend the members of the
      Committee from time to
time.

              


      

       

      
        	
                2.9

              	
                Disability.  Disability
      shall have the meaning set forth in the Participation
      Agreement.

              


      

       

      
        	
                2.10

              	
                Early
      Retirement.  Early Retirement means a Participant's
      Separation from Service with the Employer for any reason other than for
      cause, as provided for in Section 4.2 herein, prior to the Participant
      attaining the Normal Retirement Age as provided for in the Participant's
      Participation
Agreement.

              


      

       

      2.11     Employer.  Greater
Delaware Valley Savings d/b/a Alliance Bank.

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
        	
                2.12

              	
                ERISA.  The
      Employee Retirement Income Security Act of 1974, as amended from time to
      time.

              


      

       

      
        	
                2.13

              	
                Executive.  Executive
      means an employee of the Employer who is considered part of a select group
      of management or highly compensated employee of the Employer and is
      designated by the Administrator as eligible to participate in the
      Plan.

              


      

       

      
        	
                2.14

              	
                Normal
      Retirement.  Normal Retirement means a Participant's
      Separation of Service for any reason, other than for Cause, after such
      Participant has reached his Normal Retirement
      Age.

              


      

       

      
        	
                2.15

              	
                Normal
      Retirement Age.  Normal Retirement Age means the normal
      retirement age set forth in the Participant’s Participation
      Agreement.

              


      

       

      
        	
                2.16

              	
                Normal
      Retirement SERP Benefit.   The Normal Retirement
      SERP Benefit shall be that amount, as provided for in the Participant's
      Participation Agreement, which shall be distributed to the Participant, in
      the appropriate distribution form, upon Normal Retirement or
      Disability.

              


      

       

      
        	
                2.17

              	
                Participant.  Participant
      means any Executive who elects to participate in the Plan by entering into
      a Participation Agreement in accordance herewith.  The Committee
      may, from time to time in its sole discretion, with Cause, revoke a
      Participant’s participation in the Plan upon ninety (90) days’ written
      notice.  The Committee may from time to time, in its sole
      discretion without Cause, revoke a Participant’s participation upon the
      mutual consent of the Participant and
      Administrator.

              


      

       

      
        	
                2.18

              	
                Participation
      Agreement.  Participation Agreement means a written
      agreement between the Employer and a Participant, pursuant to which the
      Employer agrees to make a SERP Benefit payment, or payments, in accordance
      with the Plan and the Participation Agreement.  Each
      Participation Agreement shall contain such information, terms and
      conditions as the Administrator in its discretion may specify, including
      without limitation, the
following:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      effective date of the Participant’s participation in the
Plan;

                 

              


      

      
        	 	
                (b)

              	
                the
      Participant's Normal Retirement Age;

              


         

      

      
        	
                 
      

              	
                (c)

              	
                the
      SERP Benefits to which the Participant is entitled under the Plan and the
      distribution form of such benefits;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      identity of the Participant’s Beneficiary;
and

              


      

       

      
        	
                 
      

              	
                (e)

              	
                any
      other provisions which supplement the terms and conditions contained in
      the Plan and which are not inconsistent with the terms and conditions of
      the Plan.

              


      

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
        	
                2.19

              	
                Plan.  Plan
      means the 409A Restatement of the Greater Delaware Valley Savings d/b/a
      Alliance Bank Supplemental Executive Retirement Plan, as the same may be
      amended from time to
time.

              


      

       

      
        	
                2.20

              	
                Separation
      from Service.  “Separation from Service” means a
      termination of the Participant’s services (whether as an employee or as an
      independent contractor) to the Employer for any reason other than death or
      Disability.  Whether a Separation from Service has occurred
      shall be determined in
      accordance with the requirements of Section 409A of the Code based
      on whether the facts and circumstances indicate that the Employer and the
      Participant reasonably anticipated that no further services would be
      performed after a certain date or that the level of bona fide services the
      Participant would perform after such date (whether as an employee or as an
      independent contractor) would permanently decrease to no more than twenty
      percent (20%) of the average level of bona fide services performed
      (whether as an employee or an independent contractor) over the immediately
      preceding thirty-six (36) month
  period.

              


      

       

      
        	
                2.21

              	
                SERP
      Benefit.  SERP Benefit means, with respect to each
      Participant, an annual cash benefit in the amount determined pursuant to
      the Participant's Participation Agreement, minus any offset amounts
      specified therein.  In the event of Normal Retirement or
      Disability, such SERP Benefit shall be the Normal Retirement SERP
      Benefit.  In the event of Early Retirement or termination
      pursuant to a Change of Control, such SERP Benefit shall be the Accrued
      SERP Benefit.

              


      

       

      
        	
                2.22

              	
                Service
      Recipient.  As provided by regulations promulgated under
      Code Section 409A, Service Recipient shall mean the Employer or person for
      whom the services are performed and with respect to whom the legally
      binding right to compensation arises, and all persons with whom such
      person would be considered a single employer under Code Section 414(b)
      (employees of controlled group of corporations), and all persons with whom
      such person would be considered a single employer under Code Section
      414(c) (employees of partnerships, proprietorships, etc., under common
      control).

              


      

       

      
        	
                2.23

              	
                Vesting.  The
      Participant's ownership rights in the SERP Benefit shall arise, or vest,
      solely with the occurrence of those conditions precedent to Vesting as
      contained in the Participation
  Agreement.

              


      

       

      
        	
                2.24

              	
                Years of
      Service.  A Participant’s Years of Service shall be
      measured by the total number of full twelve (12) month periods that an
      individual has been an Employee of the Employer.  Such Years of
      Service calculation shall begin accruing from the date Participant is
      initially employed by the
  Employer.

              


      

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                ARTICLE
      III

              


      

      
        	
                 
      

              	
                ELIGIBILITY
      AND PARTICIPATION

              


      

       

      
        	
                3.1

              	
                Eligibility.  The
      Committee, in its sole discretion, shall from time to time determine those
      Executive(s) who shall be eligible to participate in the
      Plan.

              


      

       

      
        	
                3.2

              	
                Participation.  Each
      Executive who is eligible to participate in the Plan shall enroll in the
      Plan by entering into a Participation Agreement and completing such other
      forms and furnishing such other information as the Administrator may
      request.  An Executive’s participation in the Plan shall
      commence as of the date specified in the Participation
      Agreement.

              


      

       

      
        	
                 
      

              	
                ARTICLE
      IV

              


      

      
        	
                 
      

              	
                BENEFITS

              


      

       

      
        	
                4.1

              	
                SERP
      Benefit.  Each Participant, subject to the terms and
      conditions of his Participation Agreement, shall become entitled to
      receive such benefits as set forth in the executed Participation
      Agreement.

              


      

       

      
        	
                4.2

              	
                No Benefits
      Payable Upon Separation from Service for
      Cause.  Notwithstanding anything herein or in the
      Participation Agreement to the contrary, no benefits shall be payable, at
      the discretion of the Employer, to any Participant who has a Separation
      from Service for Cause.  For purposes hereof, a Participant who
      has a Separation from Service for any of the following reasons shall be
      regarded as having been terminated for
  Cause:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                engaging
      in willful or grossly negligent misconduct that is materially injurious to
      the Employer;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                embezzlement
      or misappropriation of funds or property of the
  Employer;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                conviction
      of a felony or the entrance of a plea of guilty or nolo contendere to a
      felony;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                conviction
      of any crime involving fraud, dishonesty, moral turpitude or breach of
      trust or the entrance of a plea of guilty to such a
  crime;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                failure
      or refusal by the Participant to devote full business time and attention
      to the performance of his or her duties and responsibilities if such
      breach has not been cured within fifteen (15) days after notice is given
      to the Participant; or

              


      

       

      
        	
                 
      

              	
                (f)

              	
                issuance
      of a final non-appealable order or other direction by a Federal or state
      regulatory agency prohibiting the Participant’s employment in the business
      of banking.

              


      

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
        
          	
                  4.3

                	
                  Distributions to Specified Employee.  Notwithstanding anything herein to the
      contrary, if any Participant is a Specified Employee upon a Separation
      from Service for any reason other than death or Disability,
      distributions to such Participant shall not commence until the first day
      of the seventh month following the date of Separation from Service (or, if
      earlier, the date of death of the Participant).  If
      distributions are to be made in annual installments, the second
      installment and all those thereafter will be made on the applicable
      anniversaries of the Participant’s Separation from Service.  As
      applicable, all distributions withheld from a Participant pursuant to this
      section shall be aggregated and distributed in a lump sum on the first day
      of the month immediately following the lapse of the six (6) month holding
      period.  A “Specified Employee” means a key employee (as defined
      in Code Section 416(i) without regard to paragraph (5) thereof) of a
      corporation, or a subsidiary of the corporation. A Participant is not a
      Specified Employee unless any stock of the Employer or the Company is
      publicly traded on an established securities market or
      otherwise.

                


        

                   

      

      
        	
                 
      

              	
                ARTICLE
      V

              


      

      
        	
                 
      

              	
                BENEFICIARY

              


      

       

      For
purposes of this section, the Participant's executed Participation Agreement
shall dictate the Participant's rights and responsibilities regarding the
Participant's Beneficiary.

       

      
        	
                 
      

              	
                ARTICLE
      VI

              


      

      
        	
                 
      

              	
                PLAN
      ADMINISTRATION

              


      

       

      
        	
                6.1

              	
                Administration.

              


      

       

      (a)           General.  The
Plan shall be administered by the Administrator.  The Administrator
shall have sole and absolute discretion to interpret where necessary all
provisions of the Plan and each Participation Agreement (including, without
limitation, by supplying omissions from, correcting deficiencies in, or
resolving inconsistencies or ambiguities in, the language of the Plan, a
Participation Agreement, or between the Plan and a Participation Agreement), to
determine the rights and status under the Plan of Participants or other persons,
to resolve questions or disputes arising under the Plan and to make any
determinations with respect to the benefits payable under the Plan and the
persons entitled thereto as may be necessary for the purposes of the
Plan.  The Administrator's determination of the rights of any
Executive or former Executive hereunder shall be final and binding on all
persons, subject only to the claims procedures outlined in Article 7
hereof.

       

      (b)           Delegation
of Duties.  The Administrator may delegate any of its
administrative duties, including, without limitation, duties with respect to the
processing, review, investigation, approval and payment of benefits payable
hereunder, to a named administrator or administrators.

       

      
        	
                6.2

              	
                Regulations.  The
      Administrator may promulgate any rules and regulations it deems necessary
      in order to carry out the purposes of the Plan or to interpret the
      provisions of the Plan; provided, however, that no rule, regulation or
      interpretation shall be contrary to the provisions of the Plan. The rules,
      regulations and interpretations made by the Administrator shall, subject
      only to the claims procedure outlined in Article 7 hereof, be final and
      binding on all
persons.

              


      

      
        
          
          

        

        
          6

          
            

          

        

      

      
        	
                6.3

              	
                Revocability
      of Administrator/Employer Action.  Any action taken by
      the Administrator with respect to the rights or benefits under the Plan of
      any Executive or former Executive shall be revocable by the Administrator
      as to payments not yet made to such person in order to correct any
      incorrect payment to a Participant or a Beneficiary, and then only to the
      extent necessary to correct such error.  Acceptance of any
      benefits under the Plan constitutes acceptance of, and agreement to, the
      Administrator's making any appropriate adjustments in future payments to
      such person (or to recover from such person) any excess payment or
      underpayment previously made to such
  person.

              


      

       

      
        	
                6.4  

              	
                Amendment
      or Modification.

              


      

       

      The
Employer may, at any time, in its sole discretion, amend or modify the Plan in
whole or in part, except that no such amendment or modification shall have any
retroactive effect to reduce any vested amounts allocated to a Participant’s
Accounts, and provided that such amendment or modification complies with Code
Section 409A and related regulations thereunder.

       

      
        	
                6.5

              	
                Plan
      Suspension and Termination.  Under no circumstances may
      the Plan permit the acceleration of the time or form of any payment under
      the Plan prior to the payment events specified herein, except as provided
      in this Section 6.5.  The Employer may, in its discretion, elect
      to suspend or terminate the Plan in any of the following three
      circumstances set forth below and accelerate the payment of the entire
      unpaid balance of the Participant’s vested SERP Benefit as of the date of
      such payment in accordance with Section 409A of the Code, provided that in
      each case the action taken complies with the applicable requirements set
      forth in Treasury Regulation
      §1.409A-3(j)(4)(ix):

              


      

       

      (a)   the Plan
is irrevocably terminated within the 30 days preceding a Change in Control and
(1) all arrangements sponsored by the Employer and any successors immediately
following the Change in Control that would be aggregated with the Plan under
Treasury Regulation §1.409A-1(c)(2) are terminated with respect to each
Participant that experienced the Change in Control event, and (2) each
Participant and all participants under the other aggregated arrangements receive
all of their benefits under the terminated arrangements within 12 months of the
date that all necessary action to terminate the Plan and the other aggregated
arrangements is taken;

       

      (b)   the Plan
is irrevocably terminated at a time that is not proximate to a downturn in the
financial health of the Employer and (1) all arrangements sponsored by the
Employer that would be aggregated with the Plan under Treasury Regulation
§1.409A-1(c) if a Participant participated in such arrangements are terminated;
(2) no payments are made within 12 months of the date the Employer takes all
necessary action to irrevocably terminate the arrangements, other than payments
that would be payable under the terms of the arrangements if
the termination had not occurred; (3) all payments are made
within 

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      24 months
of the date the Employer takes all necessary action to irrevocably terminate the
arrangements; and (4) the Employer does not adopt a new arrangement that would
be aggregated with the Plan under Treasury Regulation §1.409A-1(c) if a
Participant participated in both arrangements, at any time within three years
following the date the Employer takes all necessary action to irrevocably
terminate the Plan; or

       

      (c)   the Plan
is terminated within 12 months of a corporate dissolution taxed under Section
331 of the Code, or with the approval of a bankruptcy court pursuant to 11
U.S.C. §503(b)(1)(A), provided that the amounts deferred by each Participant
under the Plan are included in such Participant’s gross income in the later of
(1) the calendar year in which the termination of the Plan occurs, or (2) the
first calendar year in which the payment is administratively
practicable.

       

      
        	
                6.6

              	
                Withholding.  The
      Employer shall deduct from any distributions hereunder any taxes or other
      amounts required by law to be withheld
      therefrom.

              


      

       

      
        	
                 
      

              	
                ARTICLE
      VII

              


      

      
        	
                 
      

              	
                CLAIMS
      ADMINISTRATION

              


      

       

      
        	
                7.1

              	
                General.
      If a Participant, Beneficiary or his or her representative is denied all
      or a portion of an expected Plan benefit for any reason and the
      Participant, Beneficiary or his or her representative desires to dispute
      the decision of the Administrator, he/she must file a written notification
      of his or her claim with the
  Administrator.

              


      

       

      
        	
                7.2

              	
                Claims
      Procedure.  Upon receipt of any written claim for
      benefits, the Administrator shall be notified and shall give due
      consideration to the claim presented.  If any Participant or
      Beneficiary claims to be entitled to benefits under the Plan and the
      Administrator determines that the claim should be denied in whole or in
      part, the Administrator shall, in writing, notify such claimant within
      ninety (90) days of receipt of the claim that the claim has been
      denied.  The Administrator may extend the period of time for
      making a determination with respect to any claim for a period of up to
      ninety (90) days, provided that the Administrator determines that such an
      extension is necessary because of special circumstances and notifies the
      claimant, prior to the expiration of the initial ninety (90) day period,
      of the circumstances requiring the extension of time and the date by which
      the Plan expects to render a decision.  If the claim is denied
      to any extent by the Administrator, the Administrator shall furnish the
      claimant with a written notice setting
  forth:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      specific reason or reasons for denial of the
  claim;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                a
      specific reference to the Plan provisions on which the denial is
      based;

              


      

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                (c)

              	
                a
      description of any additional material or information necessary for the
      claimant to perfect the claim and an explanation of why such material or
      information is necessary; and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                an
      explanation of the provisions of this
Article.

              


      

       

      
        	
                7.3

              	
                Right of
      Appeal.  A claimant who has a claim denied under Section
      7.2 may appeal to the Administrator for reconsideration of that
      claim.  A request for reconsideration under this section must be
      filed by written notice within sixty (60) days after receipt by the
      claimant of the notice of denial under Section
      7.2.

              


      

       

      
        	
                7.4

              	
                Review of
      Appeal.  Upon receipt of an appeal the Administrator
      shall promptly take action to give due consideration to the
      appeal.  Such consideration may include a hearing of the parties
      involved, if the Administrator feels such a hearing is
      necessary.  In preparing for this appeal the claimant shall be
      given the right to review pertinent documents and the right to submit in
      writing a statement of issues and comments.  After consideration
      of the merits of the appeal the Administrator shall issue a written
      decision which shall be binding on all parties subject to Section 7.7
      below.  The decision shall specifically state its reasons and
      pertinent Plan provisions on which it relies.  The
      Administrator’s decision shall be issued within sixty (60) days after the
      appeal is filed, except that the Administrator may extend the period of
      time for making a determination with respect to any claim for a period of
      up to sixty (60) days, provided that the Administrator determines that
      such an extension is necessary because of special circumstances and
      notifies the claimant, prior to the expiration of the initial sixty (60)
      day period, of the circumstances requiring the extension of time and the
      date by which the Plan expects to render a
      decision.

              


      

       

      
        	
                7.5

              	
                Designation.  The
      Administrator may designate any other person of its choosing to make any
      determination otherwise required under this Article.  Any person
      so designated shall have the same authority and discretion granted to the
      Administrator
hereunder.

              


      

       

      
        	
                7.6

              	
                Litigation
      Costs.  If a claimant brings a lawsuit for benefits
      hereunder, to enforce any right hereunder or for other relief arising out
      of the terms of the Plan, the costs and expenses of litigation by any
      party shall be borne by the losing party.  The prevailing party
      shall recover as expenses all reasonable attorney fees incurred by it in
      connection with the proceedings or any appeals
      therefrom.

              


      

       

      
        	
                7.7

              	
                Arbitration.  A
      claimant whose appeal has been denied under Section 7.4 shall have the
      right to submit said claim to final and binding arbitration in the
      Commonwealth of Pennsylvania pursuant to the rules of the American
      Arbitration Association.  Any such requests for arbitration must
      be filed by written demand to the American Arbitration Association within
      sixty (60) days after receipt of the decision regarding the
      appeal.  The costs and expenses of arbitration, including the
      fees of the arbitrators, shall be borne by the losing
      party.  The prevailing party shall recover as expenses all
      reasonable attorney’s fees incurred by it in connection with the
      arbitration proceeding or any appeals
    therefrom.

              


      

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                ARTICLE
      VIII

              


      

      
        	
                 
      

              	
                MISCELLANEOUS

              


      

      
      

       

      
        
          	
                  8.1

                	
                  Administrator.  The
      Administrator is expressly empowered to interpret the Plan and to
      determine all questions arising in the administration, interpretation, and
      application of the Plan; to employ actuaries, accountants, counsel, and
      other persons it deems necessary in connection with the administration of
      the Plan; to request any information from the Employer it deems necessary
      to determine whether the Employer would be considered insolvent or subject
      to a proceeding in bankruptcy; and to take all other necessary and proper
      actions to fulfill its duties as Administrator.  The
      Administrator is relieved of all responsibility in connection with its
      duties hereunder to the fullest extent permitted by law, except any breach
      of duty to the Participants or Beneficiaries.  If any individual
      person shall have been delegated the duties or responsibilities as
      Administrator, such person shall not be liable for any actions by him or
      her hereunder unless due to his or her own gross negligence or willful
      misconduct and shall be indemnified and saved harmless by the Employer
      from and against all personal liability to which he or she may be subject
      by reason of any act done or omitted to be done in his or her official
      capacity as Administrator in good faith in the administration of the Plan,
      including all expenses reasonably incurred in his or her defense in the
      event the Employer fails to provide such defense upon the
      request.

                


        

      

      
      

       

      
        	
                8.2

              	
                No
      Assignment.  No benefit under the Plan or a Participation
      Agreement shall be subject in any manner to anticipation, alienation,
      sale, transfer, assignment, pledge, encumbrance, or charge, and any such
      action shall be void for all purposes of the Plan or a Participation
      Agreement.  No benefit shall in any manner be subject to the
      debts, contracts, liabilities, engagements, or torts of any
      person, nor shall it be subject to attachments or other legal process for
      or against any
person.

              


      

       

      
        	
                8.3

              	
                No Employment
      Rights.  Participation in this Plan and execution of a
      Participation Agreement shall not be construed to confer upon any
      Participant the legal right to be retained in the employ of the Employer,
      or give a Participant or Beneficiary, or any other person, any right to
      any payment whatsoever, except to the extent of the benefits provided for
      hereunder.  Each Participant shall remain subject to discharge
      to the same extent as if this Plan had never been adopted and the
      Participation Agreement had never been
    executed.

              


      

       

      
        	
                8.4

              	
                Incompetence.  If
      the Administrator determines that any person to whom a benefit is payable
      under this Plan is incompetent by reason of physical or mental disability,
      the Administrator shall have the power to cause the payments becoming due
      to such person to be made to another individual for the Participant’s
      benefit without responsibility of the Administrator to see to the
      application of such payments.  Any payment made pursuant to such
      power shall, as to such payment, operate as a complete discharge of the
      Employer, the Administrator, and their
      representatives.

              


      

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
        	
                8.5

              	
                Identity.  If,
      at any time, any doubt exists as to the identity of any person entitled to
      any payment hereunder or the amount or time of such payment, the
      Administrator shall be entitled to hold such sum until such identity or
      amount or time is determined or until an order of a court of competent
      jurisdiction is obtained.  The Administrator shall also be
      entitled to pay such sum into court in accordance with the appropriate
      rules of law.  Any expenses incurred by the Employer or
      Administrator incident to such proceeding or litigation shall be charged
      against the SERP Benefit of the affected
      Participant.

              


      

       

      
        	
                8.6

              	
                No
      Liability.  No liability shall attach to or be incurred
      by any employee of the Employer or Administrator individually under or by
      reason of the terms, conditions, and provisions contained in this Plan, or
      for the acts or decisions taken or made hereunder or in connection
      therewith; and, as a condition precedent to the establishment of this Plan
      or the receipt of benefits hereunder, or both, such liability, if any, is
      expressly waived and released by each Participant and by any and all
      persons claiming under or through any Participant or any other
      person.  Such waiver and release shall be conclusively evidenced
      by any act or participation in or the acceptance of benefits or the making
      of any election under this
Plan.

              


      

       

      
        	
                8.7

              	
                Expenses.  Except
      as otherwise provided in the Plan, all expenses incurred in the
      administration of the Plan shall be paid by the
      Employer.

              


      

       

      
        	
                8.8

              	
                Amendment and
      Termination.  The Board shall have the sole authority to
      modify, amend, or terminate this Plan subject to those limitations
      provided hereinabove.

              


      

       

      
        	
                8.9

              	
                Employer
      Determinations.  Any determinations, actions, or
      decisions of the Employer (including but not limited to, Plan amendments
      and Plan termination) shall be made by the Board in accordance with its
      established procedures or by such other individuals, groups, or
      organizations that have been properly delegated by the Board to make such
      determination or
decision.

              


      

       

      
        	
                8.10

              	
                Construction.  All
      questions of interpretation, construction or application arising under or
      concerning the terms of this Plan and any Participation Agreement shall be
      decided by the Administrator, in its sole and final discretion, whose
      decision shall be final, binding and conclusive upon all
      persons.

              


      

       

      
        	
                8.11

              	
                Governing
      Law.  To the extent not preempted by federal law, this
      Plan shall be governed by, construed and administered under the laws of
      the Commonwealth of
Pennsylvania.

              


      

       

      
        	
                8.12

              	
                Severability.  Should
      any provision of the Plan or any regulations adopted hereunder be deemed
      or held to be unlawful or invalid for any reason, such fact shall not
      adversely affect the other provisions or regulations unless such
      invalidity shall render impossible or impractical the functioning of the
      Plan and, in such case, the appropriate parties shall immediately adopt a
      new provision or regulation to take the place of the one held illegal or
      invalid.

              


      

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
        	
                8.13

              	
                Headings.  The
      headings contained in the Plan are inserted only as a matter of
      convenience and for reference and in no way define, limit, enlarge, or
      describe the scope or intent of this Plan nor in any way shall they affect
      this Plan or the construction of any provision
      thereof.

              


      

       

      
        	
                8.14

              	
                Terms.  Capitalized
      terms shall have meanings as defined herein.  Singular nouns
      shall be read as plural, masculine pronouns shall be read as feminine, and
      vice versa, as
appropriate.

              


      

       

      
        	
                8.15

              	
                Ownership of
      Assets; Relationship with Employer.  Nothing contained in
      the Plan, and no action taken pursuant to its provisions, shall create or
      be construed to create a trust of any kind or a fiduciary relationship
      between the Employer and any Participant or any other
      person.  To the extent that any person acquires a right to
      receive payments from the Employer under this Plan, such right shall be no
      greater than the right of an unsecured general creditor of the
      Employer.

              


      

       

      
        	
                8.16

              	
                Deposits in
      Trust. 
      The Employer may, at its sole discretion, establish with a corporate
      trustee a grantor rabbi trust under which all or a portion of the assets
      of the Plan are to be held, administered and managed. The trust agreement
      evidencing the trust shall conform with the terms of Revenue Procedure
      92-64 or any successor procedure.  The Employer in its sole
      discretion may make deposits to augment the principal of such
      trust.

              


      

       

      
        	
                8.17

              	
                Right of
      Setoff. The
      Employer may, to the extent permitted by applicable law, deduct from and
      setoff against any amounts payable to a Participant from this Plan such
      amounts as may be owed by a Participant to the Employer, although the
      Participant shall remain liable for any part of the Participant’s payment
      obligation not satisfied through such deduction and setoff; provided,
      however, that this setoff may occur only at the date on which the amount
      would otherwise be distributed to the Participant as required by Code
      Section 409A.  By electing to participate in the Plan and
      deferring compensation hereunder, the Participant agrees to any deduction
      or setoff under this Section 8.17 which is allowed by
      law.

              


      

       

      
        	
                8.18

              	
                409A
      Compliance.  This Plan will, at all times, be operated in
      good faith compliance with Code Section 409A of the Code and regulations
      thereunder (and any subsequent IRS notices or guidance). In the event that
      any provision of this Plan is inconsistent with Code Section 409A or such
      guidance, then the applicable provisions of Code Section 409A shall
      supersede such provision.  Nothing herein shall be construed as
      an entitlement to our guarantee of any particular tax treatment to a
      Participant.

              


      

       

       

      
        [signature
page follows]

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

      

      
      

      IN WITNESS
WHEREOF, the Employer has executed this Plan as of the date first written
above.

       

      
        
          	ATTEST:	
                  Greater
      Delaware Valley Savings

                
	
                   

                	
                   
      d/b/a
    

                	 Alliance
      Bank
	 
      	 
      	 
      
	 
      	 
      	 
      
	By:
      	/s/
      Kathleen P. Lynch	
                   

                	
                  By:

                	
                  /s/
      Dennis D. Cirucci

                
	Name:	
                  Kathleen
      P. Lynch

                	Name:
      	
                  Dennis
      D. Cirucci

                
	Title:	
                  Senior
      Vice President and 

                     
      Corporate Secretary

                	Title:	
                  President
      and Chief Executive Officer

                


        

      

       

      
      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      Greater
Delaware Valley Savings d/b/a Alliance Bank

      Supplemental
Executive Retirement Plan

      409A
Restatement

      Participation
Agreement

       

      This 409
Restatement Greater Delaware Valley Savings d/b/a Alliance Bank Supplemental
Executive Retirement Plan Participation Agreement (the “Participation
Agreement”) is entered into as of this 17th day of Decmeber, 2008 by and between
Greater Delaware Valley Savings d/b/a Alliance Bank (the “Employer”), and,
____________________________ an executive of the Employer (the “Participant”),
as evidence of the Participant's prior participation in the Greater Delaware
Valley Savings d/b/a Alliance Bank Supplemental Executive Retirement Plan
("Prior Plan") and/or the commencement of Participant's participation in an
Internal Revenue Code Section 409A compliant supplemental executive retirement
plan.  The effective date of the prior participation agreement was
January 11, 2002, which is hereby amended and restated effective as of December
17, 2008 in order to comply with Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”).

       

      RECITALS:

       

      WHEREAS,
the Employer has adopted the (“Plan”) effective as December 17, 2008, and the
Administrator has determined that the Participant shall be eligible to
participate in the Plan on the terms and conditions set forth in this
Participation Agreement and the Plan.

       

      NOW,
THEREFORE, in consideration of the foregoing and the agreements and covenants
set forth herein, the parties agree as follows:

       

      
        
          	
                  1.

                	
                  Definitions.  Except
      as otherwise provided, or unless the context otherwise requires, the terms
      used in this Participation Agreement shall
      have the same meanings as set forth in the
    Plan.

                


        

         

      

      
        	
                2.

              	
                Plan.  Plan
      means the 409A Restatement Greater Delaware Valley Savings d/b/a Alliance
      Bank Supplemental Executive Retirement Plan, as the same may be altered or
      supplemented in any validly executed Participation
      Agreement.

              


      

       

      
        	
                3.

              	
                Incorporation
      of Plan.  The Plan, a copy of which is attached hereto as
      Exhibit
      A, is hereby incorporated into this Participation Agreement as if
      fully set forth herein, and the parties hereby agree to be bound by all of
      the terms and provisions contained in the Plan.  The Participant
      hereby acknowledges receipt of a copy of the Plan and, subject to the
      foregoing, confirms his understanding and acceptance of all of the terms
      and conditions contained
therein.

              


      

       

      
        	
                4.

              	
                Effective
      Date of Participation.  The effective date of the
      Participant’s initial participation in the Prior Plan was January 11,
      2002, with the continuation of participation in the Plan hereunder
      effective as of December 17, 2008 (the “Participation
      Date”).

              


      

       

      
        	
                5.

              	
                Normal
      Retirement Age.  The Normal Retirement Age for the
      Participant shall be the attainment of sixty (60) years of
      age.

              


      

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      
        	
                6.

              	Year of
      Participation.  For each full calendar year a Participant
      participates in the PriorPlan or this Plan, such Participant shall be
      credited with one (1) year of participation.


      

                

      
        	
                7.

              	
                Prohibition
      Against Funding.  Should any investment be acquired in
      connection with the liabilities assumed under this Plan and Participation
      Agreement, it is expressly understood and agreed that the Participants and
      Beneficiaries shall not have any right with respect to, or claim against,
      such assets nor shall any such purchase be construed to create a trust of
      any kind or a fiduciary relationship between the Employer and the
      Participants, their Beneficiaries, or any other person.  Any
      such assets shall be and remain a part of the general, unpledged,
      unrestricted assets of the Employer, subject to the claims of its general
      creditors.  It is the express intention of the parties hereto
      that this arrangement shall be unfunded for tax purposes and for purposes
      of Title I of ERISA.  The Participant shall be required to look
      to the provisions of the Plan and to the Employer itself for enforcement
      of any and all benefits due under this Participation Agreement, and, to
      the extent the Participant acquires a right to receive payment under the
      Plan and this Participation Agreement, such right shall be no greater than
      the right of any unsecured general creditor of the
      Employer.  The Employer shall be designated the owner and
      beneficiary of any investment acquired in connection with its obligation
      under the Plan and this Participation
  Agreement.

              


      

       

      
        	
                8.

              	
                Trust.  In
      the event of a Change in Control, the SERP Benefit will be held in a Rabbi
      Trust pursuant to the Alliance Bank SERP Rabbi Trust documents
      (hereinafter the "Trust") and the Plan.  Distributions from the
      Trust will only be permitted for the payment of a Participant's SERP
      Benefit and/or payment to the Employer's creditors in the event of
      bankruptcy.

              


      

       

      9.         Provisions
Related to SERP Benefit.

       

      SERP
Benefit.  The Normal Retirement SERP Benefit for the
Participant shall be $_______________.  In the event of the
Participant’s Early Retirement, the Participant's SERP Benefit shall be as
provided for in Section 9(f) below.

       

      
        	
                   
        (a)  

              	
                Vesting.  Subject
      to Article IV and Article VI of the Plan, a Participant shall vest in
      their SERP Benefit in the following
  manner:

              


      

       

      
      

      
        
          	 	
                  Years
      of Participation

                	 
      	
                   Participant's
      vested SERP Benefit

                	
                
	 
      	 
      	 
      
	 	
                  1

                	 
      	
                   20%

                	
                
	 	
                  2

                	 
      	
                   40%

                	
                   

                
	 	
                  3

                	 
      	
                   60%

                	
                   

                
	 	
                  4

                	 
      	
                   80%

                	
                   

                
	 	
                  5

                	 
      	
                    100%

                	
                   

                


        

      

      
      

      
      

      
      

      
      

      
      

       

      
        	
                     
      (c)  

              	
                Normal
      Retirement SERP Benefit Payment.  Subject to the
      restrictions found in Plan Section 4.3, Distributions to Specified
      Employees, the vested annual SERP Benefit shall be paid in a straight
      life annuity.  This annual SERP Benefit shall be paid
      equally, in monthly installments for the life of the Participant. This
      standard form of SERP Benefit distribution shall commence on the first day
      of the calendar month next following a Participant’s Normal
      Retirement.  Subsequent monthly payments shall be equal to
      one-twelfth of the above-described SERP
  Benefit.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
        	
                 
          (d)  

              	
                Post
      Retirement Death Benefit.  Upon the Participant’s death,
      all payments under this provision shall
  cease.

              


      

       

      
        	
                 
          (e)  

              	
                SERP
      Benefit Upon Early Retirement.  In the event a
      Participant has a Separation from Service from the Employer through Early
      Retirement, as defined herein, the Participant shall be entitled to his
      vested Accrued SERP Benefit commencing upon the later of such
      Participant's attainment of Normal Retirement Age or, if the Participant
      is a Specified Employee, the lapse of the six-month delay provided for in
      Plan Section 4.3 Distributions to Specified
      Employees.  Distribution of Participant's vested Accrued SERP
      Benefit, pursuant to Participant's Early Retirement, shall occur in the
      standard form of SERP Benefit distribution as provided for in 9(c),
      unless, Participant otherwise elects an optional form of SERP Benefit
      distribution pursuant to 9(g), found herein
  below.

              


      

       

      
        	
                   
        (f)  

              	
                Accrued
      SERP Benefit.   The Participant's Accrued SERP
      Benefit shall be based on the number of Years of Service provided by
      Participant and the targeted Years of Service for a Normal Retirement SERP
      Benefit.  Such Accrued SERP Benefit amount shall be a function
      of the following
calculation:

              


      

       

      
        	
                 
      

              	
                1)

              	
                The
      Participant's Accrued Benefit Fraction shall consist of a numerator
      representing Participant's actual Years of Service upon termination of
      employment with Employer and a denominator representing the projected
      Years of Service at Participant's Normal Retirement, not to exceed
      eighteen (18).

              


      

       

      
        	
                 
      

              	
                2)

              	
                In
      no event shall the Accrued Benefit Fraction, as provided for in Section
      9(f)(1) above, exceed the whole number of one
  (1).

              


      

       

      
        	 	
                3)  

              	
                The
      Accrued SERP Benefit shall equal the product of the Participant's Normal
      Retirement SERP Benefit targeted amount, as provided for in 9(a), and the
      Accrued Benefit Fraction, subject to any required vesting adjustment as
      provided for in 9(b).

              


      

       

      
        	
                     
      (g)  

              	
                Optional
      Form of Benefit Payment.  A Participant whose SERP
      Benefit has not commenced distribution hereunder will be permitted to
      elect to change the form or timing of the distribution of the balance of
      his or her benefit to either of the following forms of benefit: (i) a lump
      sum, or (ii) a joint and survivor annuity, where an actuarially reduced
      monthly benefit shall be payable to his beneficiary for the remainder of
      his or her life, subject to the conditions of this Agreement (all of which
      shall be Actuarially Equivalent (as defined below) to the standard form of
      SERP Benefit) upon the death of


              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
        	
                     

              	
                the Participant, provided that such change is
      permitted and in accordance with the requirements of Code Section
      409A(a)(4)(C) and Treasury Regulation §1.409A-2(b), where (i) such
      election may not take effect until at least twelve (12) months after such
      election is filed with the Employer and (ii) an election to further defer
      a distribution (other than a distribution upon death or Disability) must
      result in the first distribution subject to the election being made at
      least five (5) years after the previously elected date of
      distribution.  Once distributions begin, no such changes to
      distributions shall be
permitted.

              


      

       

      For
purposes of this paragraph, a benefit shall be “Actuarially Equivalent” to any
other benefit if the actuarial reserve required to provide such benefit is equal
to the actuarial reserve required to provide such other benefits, computed on
the basis of the actuarial rates, tables and
procedures.   Actuarial equivalence shall be based on the 1983
Group Annuity Mortality Table, with an associated  per annum interest
rate equal to the appropriate published Pension Benefit Guarantee Corporation's
Interest Rates and Quantities Used To Value Lump Sums interest rate in the year
of employment termination.

       

      Notwithstanding
the foregoing, a Participant who has elected to receive a distribution in the
form of a life annuity may change the form of annuity payment from one type of
life annuity to another type of life annuity, with the same scheduled date for
the first annuity payment, before any annuity payment has been made under the
Plan.  Such a change is not considered a change in the time or form of
a payment, provided that the annuities are actuarially equivalent applying
reasonable actuarial methods and assumptions in accordance with Treasury
Regulation §1.409A-2(b)(2)(ii).

       

      
        	
                 
      

              	
                (h)

              	
                Disability.  A
      Participant who incurs a Separation from Service due to Disability shall
      be one hundred percent (100%) vested in his or her SERP Benefit as of the
      date of Disability.  A Participant shall be considered disabled
      if: (i) the Participant is unable to engage in any substantial gainful
      activity by reason of any medically determinable physical or mental
      impairment which can be expected to result in death or can be expected to
      last for a continuous period of not less than 12 months or (ii) the
      Participant is, by reason of any medically determinable physical or mental
      impairment which can be expected to result in death or can be expected to
      last for a continuous period of not less than 12 months, receiving income
      replacement benefits for a period of not less than 3 months under an
      accident and health plan covering employees of the Participant’s
      Employer

              


      

       

      If
Participant has a Separation from Service from the Employer due to the
Participant's Disability, Participant shall be entitled to the SERP Benefit as
if the Participant had a Separation from Service from the Employer as a
consequence of Normal Retirement. All benefits derived from, and pursuant to the
Participant's Normal Retirement through this Plan and Participation Agreement
shall not be adversely affected by the Participant's Disability termination, and
shall be distributed accordingly.  Upon a Participant’s Separation
from Service due to Disability, the SERP Benefit distribution shall commence as
soon as administratively feasible, but in no event later than ninety (90)
days following Participant’s Separation from Service.

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
        	 	
                (i)  

              	
                Change
      in Control.  In the event the Participant has a
      Separation from Service from the Employer concurrently or within twelve
      (12) months following a Change in Control, as defined in Section 2.7 of
      the Plan, the Participant shall be entitled to a SERP Benefit equal to the
      present value of their vested Accrued SERP Benefit, as provided for
      herein, in a lump sum distribution as soon as administratively possible
      subject to those distribution restrictions as provided for in Plan Section
      4.3 Distributions to Specified
Employees.

              


      

       

      
        	 	
                (j)  

              	
                Death
      Benefit Prior to Attaining Normal Retirement Age.  There
      will be no pre-retirement death benefit provided under this Plan, or
      pursuant to the execution of this Participation
      Agreement.

              


      

       

      
        	
                10.

              	
                Beneficiary.  Each
      Participant may, from time to time, designate one or more persons (who may
      be any one or more members of such person’s family or other persons,
      administrators, trusts, foundations or other entities) as his Beneficiary
      under the Participation Agreement.  Such designation shall be
      made on a form prescribed by the Administrator (example of such form is
      attached hereto as Exhibit
      B).  Each Participant may at any time, and from time to
      time, change any previous Beneficiary designation, without notice to or
      consent of any previously designated Beneficiary, by amending his previous
      designation on a form prescribed by the Administrator.  If no
      person shall be designated by the Participant as a Beneficiary, or if the
      designated Beneficiary shall not survive the Participant, payment of his
      interest shall be made to the Participant’s estate. If more than one
      person is the beneficiary of a deceased Participant, each such person
      shall receive a pro rata share of any death benefit payable unless
      otherwise designated on the applicable
  form.

              


      

       

      
        	
                11.

              	
                Lost
      Beneficiary.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                All
      Participants and Beneficiaries shall have the obligation to keep the
      Administrator informed of their current address until such time as all
      benefits due have been paid.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                If
      a Participant or Beneficiary cannot be located by the Administrator
      exercising diligence, then, in its sole discretion, the Administrator may
      presume that the Participant or Beneficiary is deceased for purposes of
      the Participation Agreement and all unpaid amounts (net of due diligence
      expenses) owed to the Participant or Beneficiary shall be paid
      accordingly.  Any such presumption of death shall be final,
      conclusive, and binding on all
parties.

              


      

       

      12.       General
Provisions.

       

      
        	 	
                (a)

              	
                The
      Administrator:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                is
      expressly empowered to interpret the Participation Agreement and to
      determine all questions arising in the administration, interpretation, and
      application of the Participation Agreement; to employ actuaries,
      accountants, counsel, and other persons it deems necessary in connection
      with the administration of the Participation Agreement; to request any
      information from the Employer it deems necessary to determine whether the
      Employer would be considered insolvent or subject to a proceeding in
      bankruptcy; and to take all other necessary and proper actions to fulfill
      its duties as Administrator;

              


      

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                (2)

              	
                shall
      not be liable for any actions by it hereunder unless due to its own gross
      negligence or willful misconduct;
and

              


      

       

      
        	
                 
      

              	
                (3)

              	
                shall
      be indemnified and saved harmless by the Employer from and against all
      personal liability to which it may be subject by reason of any act done or
      omitted to be done in its official capacity as Administrator in good faith
      in the administration of the Participation Agreement, including all
      expenses reasonably incurred in its defense in the event the Employer
      fails to provide such defense upon the request of the Administrator. The
      Administrator is relieved of all responsibility in connection with its
      duties hereunder to the fullest extent permitted by law, except any breach
      of duty to the Participants or
Beneficiaries.

              


      

       

      
        	 	
                (b)

              	
                No
      Assignment.

              


      

       

      No
benefit under the Participation Agreement shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge, andany such action shall be void for all purposes of the Participation
Agreement.  No benefit shall in any manner be subject to the debts,
contracts, liabilities, engagements, or torts of any person, nor shall it be
subject to attachments or other legal process for or against any person, except
to such extent as may be required by law.

       

      
        	 	
                (c)

              	
                No
      Employment Rights.

              


      

       

      
        	
                 
      

              	
                Participation
      in this Plan, and execution of this Participation Agreement,shall not be
      construed to confer upon any Participant the legal right to beretained in
      the employ of the Employer, or give a Participant orBeneficiary, or any
      other person, any right to any payment whatsoever, except to the extent of
      the benefits provided for hereunder.  Each Participant shall
      remain subject to discharge to the same extent as if this Plan had never
      been adopted.

              


      

       

      
        	 	
                (d)

              	
                Incompetence.

              


      

       

      If the
Administrator determines that any person to whom a benefit is payable under this
Plan and Participation Agreement is incompetent by reason of physical or mental
disability, the Administrator shall have the power to cause the payments
becoming due to such person to be made to another individual for the
Participant’s benefit without responsibility of the Administrator or the
Employer to see to the application of such payments.  Any payment made
pursuant to such power shall, as to such payment, operate as a complete
discharge of the Employer, the Administrator, the Trustee, and their
representatives.

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
        	 	
                (e)

              	
                Identity.

              


      

       

      
        	
                 
      

              	
                If,
      at any time, any doubt exists as to the identity of any person entitled
      toany payment hereunder or the amount or time of such payment,
      theAdministrator shall be entitled to hold such sum until such identity
      oramount or time is determined or until an order of a court of competent
      jurisdiction is obtained.  The Administrator shall also be
      entitled to pay such sum into court in accordance with the appropriate
      rules of law.  Any expenses incurred by the Employer or
      Administrator incident to such proceeding or litigation shall be charged
      against the SERP Benefit of the affected
  Participant.

              


      

       

      
        	 	
                (f)

              	
                No
      Liability.

              


      

       

      
        	
                 
      

              	
                No
      liability shall attach to or be incurred by any employee of the Employer
      or Administrator individually under or by reason of the terms, conditions,
      and provisions contained in this Plan and Participation Agreement, or for
      the acts or decisions taken or made hereunder or in connection therewith;
      and, as a condition precedent to the establishment of this Plan or the
      receipt of benefits hereunder, or both, such liability, if any, is
      expressly waived and released by each Participant and by any and all
      persons claiming under or through any Participant or any other
      person.  Such waiver and release shall be conclusively evidenced
      by any act or participation in or the acceptance of benefits or the making
      of any election under this Plan, and execution of this Participation
      Agreement.

              


      

       

      (g)       Expenses.

       

      
        	
                 
      

              	
                Except
      as otherwise provided in the Plan, all expenses incurred in the
      administration of the Plan, whether incurred by the Employer or the Plan,
      shall be paid by the Employer.

              


      

       

      
        	 	
                (h)

              	
                Employer
      Determinations.

              


      

       

      
        	
                 
      

              	
                Any
      determinations, actions, or decisions of the Employer (including butnot
      limited to, Plan termination) shall be made by the Board in accordancewith
      its established procedures or by such other individuals, groups,
      ororganizations that have been properly delegated by the Board to make
      such determination or decision.

              


      

       

      
        	 	
                (i)

              	
                Construction.

              


      

      
         

      

      
        	
                 
      

              	
                All
      questions of interpretation, construction or application arising under
      orconcerning the terms of this Plan and Participation Agreement, shall
      bedecided by the Administrator, in its sole and final discretion,
      whosedecision shall be final, binding and conclusive upon all
      persons.

              


      

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
        
          	 	
                  (j)

                	
                  Governing
      Law.

                


        

      

       

      
        	
                 
      

              	
                To
      the extent not preempted by federal law, this Participation Agreement
      shall be governed by, construed and administered under the laws of the
      Commonwealth of Pennsylvania, without regard to any principles of
      conflicts of law of such
Commonwealth.

              


      

       

      
        	 	
                (k)

              	
                Severability.

              


      

       

      
        	
                 
      

              	
                Should
      any provision of the Participation Agreement or any regulationsadopted
      hereunder bedeemed or held to be unlawful or invalid for anyreason, such
      fact shall not adversely affect the other provisions orregulations unless
      such invalidity shall render impossible or impractical the functioning of
      the Participation Agreement and, in such case, the appropriate parties
      shall immediately adopt a new provision or regulation totake the place of
      the one held illegal or invalid.

              


      

       

      
        	 	
                (l)

              	
                Headings.

              


      

       

      
        	
                 
      

              	
                The
      headings contained in the Participation Agreement are inserted only as a
      matter of convenience and for reference and in no way define, limit,
      enlarge, or describe the scope or intent of this Plan nor in any way shall
      they affect this Participation Agreement or the construction of any
      provision thereof.

              


      

       

      
        	
                 
      

              	
                (m)

              	
                Terms.

              


      

       

      
        	
                 
      

              	
                Capitalized
      terms shall have meanings as defined herein.  Singular
      nounsshall be read as plural, masculine pronouns shall be read as
      feminine, andvice versa, as
appropriate.

              


      

       

      
        	 	
                (n)

              	
                Successors.

              


      

       

      
        	
                 
      

              	
                This Participation Agreement shall be binding upon
      each of the parties and hall also be binding upon their respective
      successors or assigns.

              


      

       

      
        	 	
                (o)

              	
                Amendments.

              


      

       

      
        	
                 
      

              	
                This Participation Agreement may not be modified
      or amended except by a duly executed instrument in writing signed by the
      Employer and the
Participant.

              


      

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
        	 	
                (p)

              	
                Entire
      Agreement.

              


      

       

      
        	
                 
      

              	
                This
      Participation Agreement sets forth the entire agreement of the partieswith
      respect to the subject matter hereof.  Any and all prior
      agreements orunderstandings with respect to such matters are hereby
      superseded.

              


      

       

       

       

       

      SIGNATURE
PAGE TO FOLLOW

      THE
REMAINDER OF THIS PARTICIPATION AGREEMENT HAS BEEN 

      INTENTIONALLY
LEFT BLANK

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

            IN WITNESS WHEREOF, each of the
parties has caused this Participation Agreement to be executed as of the day
first written above.

       

       


        
          	
                  ATTEST:

                	
                  EMPLOYER

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                  By:

                	 	
                   

                	By:	
                   

                
	
                  Name:

                	
                  Kathleen P.
      Lynch

                	Name:	
                  Dennis
      D. Cirucci

                
	
                  Title:

                	
                  Senior
      Vice President 

                    
      and Corporate
      Secretary

                	Title:	
                  President
      and Chief Executive Officer

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  PARTICIPANT

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	
                   

                
	 
      	
                  Name: 
      

                	
                   

                
	 
      	
                  Title:

                	 
      


        

      

       

       

       

       

      LIST
OF COLLATERAL DOCUMENTS

       

      EXHIBIT
A

      409A
RESTATEMENT

      GREATER
DELAWARE VALLEY SAVINGS D/B/A ALLIANCE BANK

      SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

       

      EXHIBIT
B

      409A
RESTATEMENT

      GREATER
DELAWARE VALLEY SAVINGS D/B/A ALLIANCE BANK

      SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

      BENEFICIARY
DESIGNATION

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      EXHIBIT
B

       

      GREATER
DELAWARE VALLEY SAVINGS D/B/A ALLIANCE BANK

      SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN

      409A
RESTATEMENT

      BENEFICIARY
DESIGNATION

       

       

      In the
event of the Participant’s death, any benefits to which the Participant may be
entitled shall be paid to the Beneficiary designated below.  This
Beneficiary Designation shall be subject to the terms and conditions set forth
in the Plan and shall supersede all prior Beneficiary Designations made by the
Participant.  This Beneficiary Designation shall be attached to and
become part of that certain Participation Agreement, dated as of December 17,
2008, between the Employer and the Participant.

       

       

      Primary
Beneficiary:____________________________________

       

       

      Secondary
Beneficiary:__________________________________

       

       

      IN
WITNESS WHEREOF, the Participant has executed this Beneficiary Designation as of
the date indicated.

       

      Signature

       

       

      __________________________________________

       

      Name:

       

      Dated:
____________________________________

       

       

      
        11