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Exhibit 10.3  


 
  ABINGTON SAVINGS BANK
  BOARD OF TRUSTEES DEFERRED COMPENSATION PLAN    
    


 
  ARTICLE I    
    
    PURPOSE    
    


        The Board of Trustees (Board) of Abington Savings Bank (Bank) hereby establishes this Trustee Deferred Compensation Plan (Plan), effective as of January 1,
1996, for the purpose of providing individual trustees with a benefit plan to accumulate wealth in excess of the benefits provided by the Retirement Plan. 


 
 

ARTICLE II    
    
    DEFINITIONS    
    


        For the purposes of the Plan, the following words and phrases shall have the meanings indicated, unless the context clearly indicates otherwise: 


        2.1.    Accumulation Account.    the account maintained on the books of the Bank for each Participant with respect to
the Plan. Each Participant's Accumulation Account shall consist of such sub- accounts as may be necessary to reflect each Plan Year's allocation and such further sub-accounts
as the Committee may deem necessary. A Participant's Accumulation
Account shall be utilized solely as a device for the measurement and determination of any benefits payable to the Participant pursuant to this Plan. A Participant shall have no interest in his or her
Accumulation Account, nor shall it constitute or be treated as a trust fund of any kind. 


        2.2.    Base Fee.    for a Plan Year, the Base Fee payable to a Participant by the Bank in that Plan Year. 


        2.3.    Beneficiary.    the person, persons or entity designated by the Participant as provided in Article VII
to receive any benefit payable under the Plan with respect to the Participant after his or her death. 


        2.4.    Board.    the Board of Trustees of ABINGTON SAVINGS BANK. 


        2.5.    Committee.    the Employee Benefit Committee. 



        2.6.    Deferral Benefit.    the benefit payable to a Participant (or Beneficiary) under the Plan, as provided in
Article VI. 


        2.7.    Determination Date.    the date on which the amount of a Participant's Accumulation Account is determined as
provided in Article V. The last day of each calendar year shall be a Determination Date. 


        2.8.    Disability or Disabled.    the continuation of such an impairment of the physical or mental condition of a
Participant, which would prevent the Trustee from fulfilling his or her duties as determined by the Employee Benefit Committee. 


        2.9.    Participant.    a Trustee who has elected to participate in the Plan for the following Plan Year. 


        2.10.    Plan Year.    the calendar year commencing January 1 and each successive calendar year. Nothing herein
contained shall prevent the Board from changing to a fiscal year. 



        2.11.    Retirement Age.    the first day of the first year following the Participant's seventy-fifth (75th) birthday. 


        2.12.    Retirement Date.    the date of a Participant's Retirement after having attained Retirement Age. 







 



        2.13.    Spouse.    a Participant's wife or husband who was lawfully married to the Participant. 


        2.14.    Termination of service.    the Participant's ceasing to be a member of the Board for any reason whatsoever. 


        2.15.    Trustee.    a member of the Board of Trustees of the Bank. 


 
 

ARTICLE III    
    
    ADMINISTRATION    
    


        3.1.    Committee Duties.    The Board shall appoint an Employee Benefit Committee of not less than three
(3) members to administer and interpret the Plan. Members of the Committee shall be selected by the Board in its sole discretion and any member of the Committee may be removed by the Board at
any time, with or without cause. Members of the Committee may be Participants under the Plan, but no member of the Committee who is a participant shall vote on any matter relating to his or her own
benefits. The Committee shall have the authority to adopt, amend, interpret and enforce rules and regulations for the operation and administration of the Plan and decide or resolve any and all
questions relating to the Plan. 


        3.2.    Agents.    In the administration of the Plan, the Committee may, from time to time, employ agents and delegate
to them such administrative duties as it sees fit and consult with counsel who may be counsel to the Bank. 


        3.3.    Binding Effect of Decisions.    Any decision or action of the Committee relating to the Plan shall be final,
conclusive and binding upon all Participants, Beneficiaries and other persons having any interest in the Plan. 


 
 

ARTICLE IV    
    
    PARTICIPATION    
    


        4.1.    Participation.    Participation in the Plan shall be limited to those Trustees who elect to participate by
informing the Committee in writing prior to January First and July First of each Plan Year. 


        4.2.    Deferral Amount.    Each Plan Year, the Board shall, in its sole discretion, elect to contribute such amount
of the Basic Fee as it may determine to the Accumulation Account of the Participant. 


 
 

ARTICLE V    
    
    ACCUMULATION ACCOUNT    
    


        5.1.    Determination of Account.    The Accumulation Account of a Participant as of each Determination Date shall
consist of the balance of such Accumulation Account as of the immediately preceding Determination Date; plus any allocation under §4.2 of this Plan for the current Plan Year, less any
amounts distributed from the Accumulation Account since the immediately preceding Determination Date; plus an annual increase in the value of each Participant's Accumulation Account as of the
preceding Determination Date equal to the value of the Participant's Accumulation Account multiplied by the Bank's average of the average cost of money and the average yield on the interest bearing
assets. 


        5.2.    Statement of Accounts.    Within 90 days after the close of each Plan Year, the Committee shall submit
to each Participant a statement in such form as the Committee deems desirable setting forth the balance as of the last day of the Plan Year in each Accumulation Account maintained for the Participant. 


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ARTICLE VI    
    
    BENEFITS    
    


        6.1.    Deferral Benefits.    A Deferral Benefit shall be payable as provided in the following paragraphs: 



        a.     In
the event a Participant's service with the Board shall terminate for reasons other than death or Disability and Participant has not attained his or her Retirement Age,
the Deferral Benefit shall be distributed within a reasonable time following notice of termination in the form of payment indicated on the Participant's election form. The form of benefit payment may
be a single lump sum payment or installment payments not in excess of fifteen years equal to the value of the Participant's Accumulation Account as of the Determination Date coincident with or next
following his or her termination of service. 


        b.     In
the event a Participant's service with the Board has terminated after he or she attains Retirement Age, the Deferral Benefit shall be determined pursuant to
¶6.2. 


        c.     In
the event of the death of a Participant prior to termination of service (whether or not the Participant attained Retirement Age), the Deferral Benefit shall be
determined pursuant to ¶6.3. 



        d.     In
the event of termination of a Participant's employment with the Board prior to attaining Retirement Age due to Disability, the Deferral Benefit shall be determined
pursuant to ¶6.4. 




        6.2.    Retirement Benefit.    Upon a Participant's Termination of Service with the Board on or after Retirement
Date, he or she shall be entitled to a Retirement Benefit equal to the total amount of his or her Accumulation Account determined under ¶5.1. Election of the Retirement Benefit shall be
either a single lump sum payment, or monthly installment payments over a period not in excess of fifteen years as elected by the Plan Participant. Payment of the Retirement Benefit shall include any
earnings on the outstanding undistributed and unpaid balance of the Retirement Benefit. A new monthly installment payment shall be calculated for each successive Plan year based on the earnings, if
any, on the Participant's outstanding undistributed and unpaid balance of the Retirement Benefit. 


        6.3.    Death.    Upon the death of a Participant prior to Termination of Service, the Beneficiary of the deceased
Participant shall be paid a benefit amount equal to 100% of his or her Accumulation Account. Payment of Death Benefits shall be in a single lump sum payment and shall be paid within ninety days after
the Administrator has notification of a Participant's death. 



        6.4.    Disability.    If a Participant's service with the Board terminates prior to his or her having attained
Retirement Age due to Disability, the Participant will be deemed to be entitled to benefits as if the Participant had reached his or her Retirement Age. The Participant shall be entitled to Retirement
Benefits as set forth in ¶6.2 upon continuous Disability for a period of six months. 


        6.5.    Emergency Benefit, Waiver of Deferral.    In the event that the Committee, upon written petition of the
Participant determines, in its sole discretion, that the Participant has suffered a financial emergency and the Participant is petitioning for an emergency benefit under the Plan prior to any request
for a hardship withdrawal under IRC § 401 (k), the Bank may thereupon pay to the Participant, as soon as practicable following such determination, such amount as it deems necessary to meet
the emergency. The Emergency Benefit payment may not be in excess of the Deferral Benefit to which the Participant would have been entitled pursuant to ¶6.1 a. if the Participant's service
with the Board had terminated on the date of such determination of financial emergency by the Committee. For the purposes of this Plan, a financial emergency is an unexpected need for funds arising
from an uninsured or underinsured illness or casualty loss, sudden serious financial reversal, transfer of place of 


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employment
to a foreign jurisdiction outside of North America, or other like unforeseeable occurrence deemed by the Committee in its sole discretion to constitute a financial emergency. 


        6.6.    Withholding.    To the extent required by the law in effect at the time payment(s) of Deferral Benefits are
made, the Bank shall withhold from such payment(s) any taxes or other amounts required by law to be withheld. 



        6.7.    Determination of Deferral Benefits.    A Participant's Deferral Benefit shall be determined as of the
Determination Date coincident with or immediately following the occurrence of an event which entitles the Participant (or a Beneficiary) to payment of a benefit under this Plan. 


        6.8.    Commencement of Payments.    Payment of a Deferral Benefit shall be made or commence to be paid within a
reasonable period of time following the committee's receipt of notice of such event. 



        6.9.    Forfeiture of Benefits.    Notwithstanding anything contained herein to the contrary, a Participant shall
forfeit his or her right to receive any benefit from the Bank under this Plan if he or she shall engage in conduct intended to defraud the Bank or shall within one (1) year of termination of
service obtain service with a banking institution which directly competes with the Bank in its geographical locale, being Montgomery, Bucks and Philadelphia counties. 


 
 

ARTICLE VII    
    
    BENEFICIARY DESIGNATION    
    


        7.1.    Beneficiary Designation.    Each Participant shall have the right, at any time, to designate any person,
persons or entity as his or her Beneficiary or Beneficiaries (both primary and contingent) to whom any benefits under this Plan shall be paid after his or her death. A Beneficiary designation shall be
made by filing a written instrument (on a form prescribed by the Committee) with the Committee and shall become effective when received and accepted by the Committee. 



        7.2.    New Beneficiary Designation.    Any Beneficiary designation may be changed by a Participant by filing a new
Beneficiary designation. The filing of a new Beneficiary designation will supersede all Beneficiary designations previously filed when received and accepted by the Committee. Any final decree of
divorce of a Participant subsequent to the date of filing of a Beneficiary designation shall revoke any Beneficiary designation in favor of the former Spouse, provided the Committee shall have actual
notice of such decree. 


        7.3.    No Beneficiary Designation.    If a Participant fails to designate a Beneficiary as provided above, or if his
or her Beneficiary designation is revoked by Divorce, or if all designated Beneficiaries predecease the Participant or die prior to complete payment of the Participant's Deferral Benefits, the
Participant's designated Beneficiary shall be deemed to be the person or persons surviving him or her in the first of the following classes in which there is a survivor: 



	a.
	to
the surviving Spouse;



	b.
	to
the Participant's children, per stirpes



	c.
	the
Participant's estate. 




        7.4.    Effect of Payment.    The payment of a Participant's vested benefit to the deemed Beneficiary shall completely
discharge the Bank's obligation to the Participant or the Participant's Beneficiary under this Plan. 


        7.5.    Effect of Death After Termination of Service.    Upon the death of a Participant after termination of service
with the Board, the Beneficiary shall be paid any unpaid balance of the Participant's Deferral Benefits at such time or times and in such amount or amounts as if the Participant had not died. 


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ARTICLE VIII    
    
    AMENDMENT AND TERMINATION OF PLAN    
    


        8.1.    Amendment.    The Board of Trustees may at any time, and from time to time, amend the Plan, in whole or in
part, provided, however, no amendment shall operate to eliminate or reduce any rights of any Participant or Beneficiary. 


        8.2.    Termination.    



        a.     Board's
Right to Terminate. The Board of Trustees may, at any time, in its sole discretion, terminate the Plan. 



        b.     Change
in Control of Bank. In the event the Bank converts from a mutual to a stock corporation, this Plan shall be deemed terminated upon the date of such stock
conversion. 


        c.     Effect
of Termination. Upon any termination of the Plan under this ¶8.2, the Bank will pay each Participant the total amount of his or her Accumulation
Account balance as determined under Article VI. 




        8.3.    ERISA; IRC.    It is intended that this Plan be neither an "employee welfare benefit plan" nor an "employee
pension benefit plan" for the purposes of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). It is further intended that this Plan will not cause the interest of a Participant
in the Plan to be includable in his or her (or his or her beneficiary's) gross income prior to his or her actual receipt of Deferral Benefits for purposes of the Internal Revenue Code of 1986, as
amended ("IRC"). The Board shall also terminate the Plan if it determines, based on an opinion of legal counsel which is satisfactory to the Board, that either: 



        (1)    judicial
authority or the opinion of the U. S. Department of Labor, Treasury Department or Internal Revenue Service (as expressed in proposed or final regulations,
advisory opinions or rulings, or similar administrative announcements) creates a significant risk that the Plan will be held to be subject to ERISA or will cause current taxation to Participants under
the IRC, or 


        (2)    ERISA
or the IRC requires the Plan to be amended in a way that creates a significant risk that the Plan will be held to be subject to ERISA or will cause current
taxation to Participants under the IRC, and failure to so amend the Plan could subject the Bank to material penalties. Upon any such termination, the Board shall: 



        a.    if
it is deemed reasonable, in the sole discretion of the Board, transfer Participant rights and obligations under the Plan to a new plan to be established by the Board
which is not deemed to be subject to ERISA or to cause current taxation to Participants under the IRC, but which is similar in other respects to the Plan, or 


        b.    if
it is not deemed reasonable, in the sole discretion of the Board, to establish such a new plan, then Deferral Benefits shall be distributed as provided in
¶8.2.c. 




 
 

ARTICLE IX    
    
    MISCELLANEOUS    
    



        9.1.    Unsecured General Creditor.    Participants and their Beneficiaries, heirs, successors and assignees shall
have no legal or equitable rights, interests or claims in any property or assets of the Bank held in any way as collateral security for the fulfilling of the obligation of the Bank under this Plan.
Any and all of the Bank's assets shall be and remain, the general, unpledged, unrestricted assets of the Bank. The Bank's obligation under this Plan shall be an unfunded and unsecured promise of the
Bank to pay money in the future limited by the provisions in the Plan documents. 


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        9.2.    Obligation to Employer.    If a Participant becomes entitled to a distribution of benefits under the Plan, and
if at that time the Participant has outstanding any debt, obligation or other liability representing an amount (whether liquidated or unliquidated) owing to the Bank, or any direct or indirect parent,
subsidiary or affiliate of the Bank, then the Bank may fully offset such amount against the amount of the Deferral Benefits otherwise payable to the Participant. Such determination shall be made by
the Committee. 


        9.3.    Nonassignability.    Neither a Participant nor any other person shall have any right to sell, assign,
transfer, pledge, mortgage, or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the Deferral Benefits payable hereunder, or any part thereof, which Deferral Benefits
are expressly declared to be non-assignable and non-transferable. No part of the Deferral Benefits shall, prior to actual payment, be subject to seizure or sequestration for
the payments of debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant's or any other
person's bankruptcy or insolvency. 


        9.4.    Not a Contract of Employment.    The terms and conditions of the Plan are not and shall not be deemed to
constitute a contract of employment between the Bank and the Participant, and the Participant (or his or her Beneficiary) shall have no rights c against the Bank except as may otherwise be
specifically provided herein. Moreover, nothing in the Plan shall be deemed to give a Participant the right to enter into the employ or to be retained in the employ of the Bank, or to limit in any way
the right of the Board to discipline or discharge the Participant at any time. 


        9.5.    Terms.    Whenever any words are used herein in the singular or in the plural, they shall be construed as
though they were used in the plural or singular, as the case may be, in all cases where such should so apply. 


        9.6.    Cooperation.    A Participant will cooperate with the Bank by furnishing any and all information requested by
the Bank, by taking such physical examinations as the Bank may request and by taking such other action as may be requested by the Bank. 


        9.7.    Captions.    The captions of the articles, sections and paragraphs of the Plan are for convenience only and
shall not control or affect the meaning or construction of any of its provisions. 



        9.8.    Governing Law.    The provisions of the Plan shall be construed and interpreted according to the laws of the
Commonwealth of Pennsylvania. 


        9.9.    Validity.    In any case where a provision of the Plan shall be held illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining provisions, but the Plan shall be construed and enforced as if such illegal and invalid provision has never been inserted herein. 



        9.10.    Form of communication.    Any election, claim, notice or other communication required or permitted to be made
by a Participant under the Plan shall be made in writing and on such form as shall be prescribed. Such communication shall be effective when received and accepted by the Committee. Such communication
shall be addressed to: Employee Benefit Committee, ABINGTON SAVINGS BANK, 180 Old York Road, Jenkintown, PA 19046 or such other address as the Committee may specify in a written communication to the
Participants. 


        9.11.    Successors.    The provisions of the Plan shall bind and inure to the benefit of the Bank and its successors
and assigns. The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially
all of the business and assets of the Bank, and successors of the Bank or other business entity. 


        9.12.    Claim Procedure.    Any claim for unpaid benefits deemed by a claimant to be owing must be made in writing to
the Committee by the claimant or the claimant's authorized representative within 


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60 days
from the date such payments are not made. The Committee shall inform the claimant of the date on which the claim is received and accepted for review. The claim shall be reviewed by the
Committee. The Committee shall, within 90 days of the receipt of the claim, notify the claimant that the claim has been approved, denied or an additional 90 days is required for review.
(Failure of the Committee to take action within such 90 days shall be deemed a denial.) If the claim is denied in whole or in part, the Committee shall set forth the specific reasons for the
denial, including the provisions of this Plan upon which the denial is based. The notice shall also describe any additional information or material necessary to perfect the claim including the reasons
therefor and state that a review of the denial may be obtained if desired. 



        If
a review of denial is requested, it shall be directed in writing by the claimant or the claimant's authorized representative to the Committee within 60 days after receipt by
the claimant of the notice of denial. In preparing for a request for review of a denial, the claimant or the claimant's authorized representative may examine this Plan and any other related documents
and submit issues and comments in writing. The Committee, applying its sole discretion, shall then conduct the review and provide its written decision to the claimant within 60 days after
receipt of the request for review. The decision shall be in writing and shall include specific reasons for the decision, as well as specific references to the provisions of this Plan upon which the
decision is based. 


        ADOPTED
pursuant to resolution of the Board of Trustees of ABINGTON SAVINGS BANK wherein an authorized officer of ABINGTON SAVINGS BANK shall execute in the name of and on behalf of
ABINGTON SAVINGS BANK this Plan as of the 27th day of December, 1995. 



	

ATTEST:	
 	

ABINGTON SAVINGS BANK
	

/s/  EDWARD W. GORMLEY      
	
 	

By:	

/s/  ROBERT W. WHITE      





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ABINGTON SAVINGS BANK BOARD OF TRUSTEES DEFERRED COMPENSATION PLAN

ARTICLE I PURPOSE

ARTICLE II DEFINITIONS

ARTICLE III ADMINISTRATION

ARTICLE IV PARTICIPATION

ARTICLE V ACCUMULATION ACCOUNT

ARTICLE VI BENEFITS

ARTICLE VII BENEFICIARY DESIGNATION

ARTICLE VIII AMENDMENT AND TERMINATION OF PLAN

ARTICLE IX MISCELLANEOUS