exdefercompplan.htm


     

    
      

      

    

    
      Exhibit
        10.7

       

       

      ABINGTON
        SAVINGS BANK

      EXECUTIVE
        DEFERRED COMPENSATION PLAN

      (AMENDED
        AND RESTATED AS OF NOVEMBER 28, 2007)

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ABINGTON
        SAVINGS BANK

      EXECUTIVE
        DEFERRED COMPENSATION PLAN

      (AMENDED
        AND RESTATED AS OF NOVEMBER 28, 2007)

      


      


      ARTICLE
        I

      


      PREAMBLE

      


      Effective
        as of November 28, 2007, the
        Abington Savings Bank (the “Bank” or the “Employer”) Executive Deferred
        Compensation Plan (the “Prior Plan”) was amended and restated in its
        entirety.  The effective date of the Prior Plan was January 1, 1993,
        which was subsequently amended and restated effective as of October 20, 2004
        and
        frozen as of January 1, 2005.  The amended and restated plan shall be
        known as the Abington Savings Bank Executive Deferred Compensation Plan (the
        “Plan”) which continues to remain frozen as of January 1, 2005 and shall in all
        respects be subject to the provisions set forth herein.  The purpose
        of this Plan is to provide specified benefits to a select group of management
        or
        highly compensated employees.

      


      This
        Plan amends and restates the Prior
        Plan in its entirety as hereinafter set forth in order to comply with the
        requirements of Section 409A of the Internal Revenue Code of 1986, as amended
        (the “Code”), including the final regulations issued by the Internal Revenue
        Service in April 2007, with none of the benefits payable under this Plan
        to be
        deemed grandfathered for purposes of Section 409A of the Code.  The
        Plan has been and shall continue to be operated in compliance with Section
        409A
        of the Code.  The provisions of the Plan shall be construed to
        effectuate such intentions.

      


      The
        Bank has
        herein restated the Plan with the intention that the Plan shall at all times
        be
        characterized as a “top hat” plan of deferred compensation maintained for a
        select group of management or highly compensated employees, as described
        under
        Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income
        Security Act of 1974, as amended (“ERISA”).  The provisions of the
        Plan shall be construed to effectuate such intentions.

      


      


      ARTICLE
        II

      


      DEFINITIONS

      


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

      


      2.1           Accumulation
        Account.  “Accumulation Account” shall mean the account
        maintained on the books of the Employer for each Participant with respect
        to the
        Plan.  Each Participant’s Accumulation Amount shall consist of the
        following sub-Accounts: (i) Cash Account, a sub-account that is credited
        with
        all investments other than assets credited to the Stock Units Account; (ii)
        Stock Units Account, a sub-account that is credited with Stock Units; and
        (iii)
        such other sub-accounts as may be necessary to reflect such Plan Year’s
        allocation and such further sub-Accounts as the Committee may deem
        necessary.  The Stock Units Account (i) may not be diversified; (ii)
        must remain at all times credited with units that represent Company Stock;
        and
        (iii) must be distributed solely in the form of Company Stock.  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
        Accumulation Account, nor shall it constitute or be treated as a trust fund
        of
        any kind.

      


      
        
          
          

        

        
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      2.2           Base
        Salary.  “Base Salary” for a Plan Year shall mean the Base
        Salary payable to a Participant by the Employer in that Plan
        Year.  Base Salary shall exclude any bonus paid to a
        Participant.

      


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

      


      2.4           Board.  “Board”
        means the Board of Directors of the Employer.

      


      2.5           Change
        in Control.  “Change in Control” shall mean 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.

      


      2.6           Company.  “Company”
        means Abington Bancorp, Inc. or any successor thereto.

      


      2.7           Company
        Stock.  “Company Stock” means the common stock, $0.01 par
        value, of the Company.

      


      2.8           Code.  “Code”
        means the Internal Revenue Code of 1986, as amended.

      


      2.9           Committee.  “Committee”
        shall mean the Administration Committee.

      


      2.10         Deferral
        Benefit.  “Deferral Benefit” shall mean the benefit payable
        to a Participant (or his Beneficiary) under the Plan, as provided in Article
        VI.

      


      2.11         Determination
        Date.  “Determination Date” shall mean 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.

      


      2.12         Disability
        or Disabled.  “Disability” or “Disabled” shall mean a
        Participant (i) 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 twelve months; or (ii) 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
        twelve
        months, receiving income replacement benefits for a period of not less than
        three months under an accident and health plan covering employees of the
        Bank
        (or would have received such benefits if the Participant was eligible to
        participate in such plan).  The determination of the Board as to
        Disability shall be binding on a Participant.

      


      
        
          
          

        

        
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      2.13           Employee.  “Employee”
        shall mean an employee of the Employer.

      


      2.14           Participant.  “Participant”
        shall be an Employee of the Employer who is designated by the Committee to
        participate in the Plan.

      


      2.15           Plan
        Year.  “Plan Year” shall mean the calendar year commencing
        January 1 and  ending the following December 31st.

      


      2.16           Retirement
        Age.  “Retirement Age” shall mean the first day of the first
        month following the Participant’s sixty-fifth (65th )
        birthday.

      


      2.17           Retirement
        Date.  “Retirement Date” shall mean the date of a
        Participant’s Separation from Service after having attained Retirement
        Age.

      


      2.18           Separation
        from Service.  “Separation from Service” means a termination
        of a Participant’s services (whether as an employee or as an independent
        contractor) to the Company and the Bank for any reason other than
        death.  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 Company, the Bank 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.

      


      2.19           Spouse.  “Spouse”
        shall mean a Participant’s wife or husband who was lawfully married to the
        Participant.

      


      2.20.          Stock
        Units.  “Stock Units” shall represent shares of Company
        Stock, with each Stock Unit representing one share of Company
        Stock.

      


      ARTICLE
        III

      


      ADMINISTRATION

      


      3.1           Committee
        Duties.  The Board shall appoint a 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.

      


      
        
          
          

        

        
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      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 Employer.

      


      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   Plan
        Frozen. Notwithstanding anything herein to the contrary, any and
        all provisions of the Plan shall be interpreted consistent with the fact
        that
        the Plan has been frozen as of January 1, 2005 (including the freezing of
        participation in the Plan and contributions to the Plan as of January 1,
        2005).  No new Participants shall be added to the Plan on or after
        January 1, 2005, and no Base Salary or other compensation earned on or
        after January 1, 2005 shall be deferred pursuant to this Plan.

       

      


      ARTICLE
        V

      


      ACCUMULATION
        ACCOUNT

      


      5.1           Determination
        of Accumulation Account.  Amounts credited under this Plan
        will be credited to one or more bookkeeping accounts (including the Cash
        Account
        and/or the Stock Units Account) for the Participant in accordance with the
        Participant’s investment election (subject to the ability of the Committee to
        override the investment election at its sole discretion) on an investment
        election form supplied by the Bank (the “Investment Election Form”), a copy of
        which is attached as Appendix A.  The Participant’s ultimate deferred
        compensation payments shall be based on the aggregate value of the Cash Account
        and the aggregate number of Stock Units accrued in the Stock Units Account
        (and
        any other sub-accounts) determined as hereinafter set forth:

      


      (a)  A
        Participant may elect
        on an Investment Election Form that all or any part of amounts contributed
        be
        credited to the Cash Account.  All amounts credited to the Cash
        Account shall be credited with earnings at a rate (adjusted annually) equal
        to
        the average of the Employer’s average cost of funds and the average yield on the
        interest-earning assets for such Plan Year.

      


      (b)  A
        Participant may elect
        that all or any part of amounts contributed be credited to the Stock Units
        Account.  All amounts credited to the Stock Units Account shall be
        applied to the crediting of Stock Units.  The number of Stock Units
        credited to a Participant’s Stock Units Account shall equal the dollar amount
        credited to such account during the calendar quarter divided by the fair
        market
        value of one share of Company Stock as of the last business day of such calendar
        quarter.  Fractional Stock Units will be used.  Each Stock
        Unit shall be deemed to pay dividends as if it were one share of Company
        Stock,
        and any such deemed dividends will result in the crediting of additional
        Stock
        Units to the Stock Units Account as of the last business day of the calendar
        quarter in which such dividends are paid, with the number of Stock Units
        so
        credited to be calculated in the manner set forth above for contributions
        based
        on the fair market value of one share of Company Stock as of such
        date.  After the crediting of Stock Units to the Stock Units Account,
        subsequent fluctuations in the fair market value of the Company Stock shall
        not
        result in any change in the number of such Stock Units then credited to the
        Stock Units Account.

      


      
        
          
          

        

        
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      (c)  In
        the event of any
        change in the outstanding shares of the Company by reason of any stock dividend
        or split, recapitalization, merger, consolidation, spin-off, reorganization,
        combination or exchange of shares or other similar corporate change, then
        the
        Stock Units Account of each Participant shall be adjusted by the Committee
        in a
        reasonable manner to compensate for the change, and any such adjustment by
        the
        Committee shall be conclusive and binding for all purposes of the
        Plan.

      


      (d)  Neither
        a Participant
        nor the Committee are permitted to transfer amounts between the Cash Account
        and
        the Stock Units Account, with the exception that Participants were given
        the
        ability in connection with the mutual to stock conversion of the Bank to
        transfer amounts from the Cash Account to the Stock Units
        Account.   However, if a successor Investment Election Form is
        properly filed with and accepted by the Committee, such Investment Election
        Form
        may contain revised instructions as to the proportion of any future
        contributions to be credited to each of the Cash Account and the Stock Units
        Account, effective as provided in Section 5.1(e) of the Plan.

      


      (e)  An
        Investment Election
        Form shall continue in effect from calendar year to calendar year unless
        replaced by a subsequent Investment Election Form, with such new election
        to be
        effective as of the last day of the immediately following calendar
        quarter.

      


      5.2           Vesting
        and Forfeiture of Accumulation Account.  Each Participant
        shall at all times be 100% vested as to the balance of his or her Accumulation
        Account, except that the Accumulation Account is subject to forfeiture as
        set
        forth in Section 6.6 of the Plan.

      


      5.3           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 Participant’s Deferral Benefits shall be an
        amount equal to the value of the Participant’s Accumulation Account as of the
        Determination Date immediately preceding the date of payment.  The
        Deferral Benefits shall be payable upon any of the following events indicated
        on
        the form used by the Participant to select his or her payment events (the
        “Payment Election Form”, a copy of which is attached as Appendix B) or, if more
        than one event is selected, upon the first to occur of the events
        selected:  (a) death, (b) Disability, (c) a Separation from Service
        for reasons other than death or Disability, (d) a specified date, which may
        be
        prior to a Separation from Service (i.e., an in-service distribution) or
        (e) an
        unforeseeable emergency as set forth in Section 6.3 below (collectively,
        the
“Payment Events”).  The Deferral Benefits shall be distributed as set
        forth in Articles VI and VII of this Plan.

      


      6.2           Death
        Benefit.  Upon the death of a Participant prior to a
        Separation from Service, the Beneficiary of the deceased Participant shall
        be
        paid a benefit amount equal to 100% of his Accumulation
        Account.  Payment of death benefits shall be in a single lump sum
        payment and shall be paid within 60 days after the Committee has received
        notification of a Participant’s death, unless the Participant otherwise elects
        pursuant to Article VII hereof.

      


      6.3           Unforeseeable
        Emergency.  Notwithstanding anything in the Plan to the
        contrary, in the event that, upon written petition of the
        Participant, the Committee determines, in its sole discretion, that the
        Participant has suffered an unforeseeable emergency, the Employer may thereupon
        pay to the Participant, within 60 days following such
        determination, such amount as it deems necessary to meet the unforeseeable
        emergency.  A distribution on account of an unforeseeable emergency
        may not be made to the extent that such emergency is or may be (1) relieved
        through reimbursement or compensation from insurance or otherwise or (2)
        by
        liquidation of the Participant’s assets, to the extent the liquidation of such
        assets would not cause severe financial hardship.  A payment under
        this Section 6.3 of the Plan may not be in excess of the Deferral Benefit
        to
        which the Participant would have been entitled pursuant to
        Section 6.1 of the Plan if the
        Participant had a Separation from Service on the date of
        such determination of unforeseeable emergency by the
        Committee.  Distributions because of an unforeseeable emergency must
        be limited to the amount reasonably necessary to satisfy the emergency need
        (which may include amounts necessary to pay any federal, state, local, or
        foreign income taxes or penalties reasonably anticipated to result from the
        distribution).  For purposes of the Plan, an unforeseeable
        emergency is a severe financial hardship to the Participant resulting from
        (a)
        an illness or accident of the Participant, the Participant’s spouse, or a
        dependent of the Participant (within the meaning of Section 152(a) of the
        Code),
        (b) loss of the Participant’s property due to
        casualty (including the need to rebuild a home following
        damage to a home not otherwise covered by insurance, for example, not as
        a
        result of a natural disaster), or (c) other extraordinary
        and unforeseeable circumstances arising as a result of events beyond the
        control
        of the Participant.

      


      
        
          
          

        

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

      


      6.5           Determination
        of Plan Benefits.  A Participant’s Deferral Benefit shall be
        determined as of the Determination Date immediately preceding the date of
        payment of a benefit under this Plan.

      


      6.6           Forfeiture
        of Benefits.  Notwithstanding anything contained herein to
        the contrary, a Participant shall forfeit his or her right to receive any
        benefit from the Employer under this Plan if he or she shall engage in conduct
        intended to defraud the Employer or shall within one (1) year of termination
        of
        employment obtain employment with a banking institution which directly competes
        with the Employer in its geographical locale, being Montgomery, Bucks and
        Philadelphia counties.  This Section 6.6 of the Plan shall not be
        applicable on or after a Change in Control.

      


      


      ARTICLE
        VII

      


      DISTRIBUTIONS
        AND CHANGES IN PAYMENT ELECTIONS

      


      7.1           General.  A
        Participant’s Accumulation Account may not be distributed prior to any of the
        Payment Events set forth in Section 6.1.  The amounts credited to a
        Participant’s Accumulation Account shall be distributed to a Participant as
        indicated on the Participant’s Payment Election Form, a copy of which is
        attached as Appendix B.  Any distribution from the Stock Units Account
        must be solely in the form of whole shares of Company Common Stock and cash
        will
        not be distributed in lieu of fractional shares.  The form of benefit
        payment may be in a single lump sum payment or in annual or monthly installment
        payments not in excess of fifteen years, as specified on a Participant’s Payment
        Election Form.

      


      7.2           Payment
        Dates.  If the Deferral Benefits are to be paid in a single
        lump sum payment, the lump sum shall be paid as follows:  (i) in the
        event of death or Disability, within 60 days after the Committee has received
        notification of the Participant’s death or Disability, or (ii) in the event of a
        Separation from Service for reasons other than death or disability, on the
        later
        of (A) January 1st of the
        year
        immediately following such Separation from Service or (B) the first day of
        the
        month following the lapse of six months after the date of the Separation
        from
        Service.  If the Deferral Benefits are to paid in monthly or annual
        installments, then the first monthly or annual installment shall be paid
        as
        follows:  (iii) in the event of death or Disability, within 60 days
        after the Committee has received notification of the Participant’s death or
        Disability, or (iv) in the event of a Separation from Service for reasons
        other
        than death or Disability, on the later of (A) January 1st of the
        year
        immediately following such Separation from Service or (B) the first day of
        the
        month following the lapse of six months after the date of the Separation
        from
        Service.  All subsequent annual installments shall be paid on January
        1st of each
        year, commencing with the year following the year in which the first annual
        installment was paid, and all subsequent monthly installments shall be paid
        on
        the first day of each succeeding month, in such case for the time period
        selected by the Participant on his Payment Election Form.

      


      
        
          
          

        

        
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                 7.3           Amount
        of Each Installment.  The dollar amount of each installment
        paid to a Participant or his or her beneficiaries shall be determined by
        multiplying the value of the Participant’s Accumulation Account as of the
        Determination Date immediately preceding such payment by a
        fraction.  The numerator of the fraction shall in all cases be one,
        and the denominator of the fraction shall be the number of installments
        remaining to be paid to the Participant or his or her beneficiaries, including
        the installment for which the calculation is being made. For example, if
        a
        Participant elected to receive 10 annual installments, the amount of the
        first
        annual installment shall be 1/10th of the
        Participant’s Accumulation Account, the second annual installment shall be
        1/9th of the
        then remaining Accumulation Account, and so on.

      


                 7.4           Prior
        Elections.  Any payment elections made by a Participant
        before January 1, 2005 shall continue in effect until such time as the
        Participant makes a subsequent payment election pursuant to Section 7.5 or
        7.6
        below and such payment election becomes effective as set forth
        below.  If no payment election was previously made, then the current
        payment election shall be deemed to be as follows:  (i) in the event
        of a Separation from Service, a single lump sum payment as of the later of
        (A)
        January 1st of
        the year immediately following such Separation from Service or (B) the first
        day
        of the month following the lapse of six months after the date of the Separation
        from Service, and (ii) in the event of death, a single lump sum payment as
        set
        forth in Section 6.2 of the Plan.

      


                 7.5           Transitional
        Elections Prior to 2009.  On or before December 31, 2008, if
        a Participant wishes to change his payment election as to either the time
        or
        form of payment or both, the Participant may do so by completing a Payment
        Election Form approved by the Committee, provided that any such election
        (i)
        must be made prior to the Participant’s Separation from Service or death, (ii)
        shall not take effect before the date that is 12 months after the date the
        election is made and accepted by the Committee, (iii) does not cause a payment
        that would otherwise be made in the year of the election to be delayed to
        a
        later year, and (iv) does not accelerate into the year in which the election
        is
        made a payment that is otherwise scheduled to be made in a later
        year.

      


                 7.6           Changes
        in Payment Elections after 2008.  On or after January 1,
        2009, if a Participant wishes to change his or her payment election as to
        either
        the time or form of payment or both, the Participant may do so by completing
        a
        Payment Election Form approved by the Committee, provided that any such election
        (i) must be made prior to the Participant’s Separation from Service or death,
        (ii) must be made at least 12 months before the date on which any benefit
        payments as of a fixed date or pursuant to a fixed schedule are scheduled
        to
        commence, (iii) shall not take effect until at least 12 months after the
        date
        the election is made and accepted by the Committee, and (iv) for payments
        to be
        made other than upon death or Disability, must provide an additional deferral
        period of at least five years from the date such payment would otherwise
        have
        been made (or in the case of any installment payments treated as a single
        payment, five years from the date the first amount was scheduled to be
        paid).  For purposes of this Plan and clause (iv) above, all
        installment payments under this Plan shall be treated as a single
        payment.

       

      
        
          
          

        

        
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      ARTICLE
        VIII

      


      BENEFICIARY
        DESIGNATION

      


      8.1           Beneficiary
        Designation.  Each Participant shall have the right, at any
        time, to designate any person, persons or entity as his Beneficiary or
        Beneficiaries (both primary and contingent) to whom any benefits under this
        Plan
        shall be paid after his 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.

      


      8.2           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.  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
        Employer shall have actual notice of such decree.

      


      8.3           No
        Beneficiary Designation.  If a Participant fails to designate
        a Beneficiary as provided above, or if his Beneficiary designation is revoked
        by
        divorce, or if all designated Beneficiaries predecease the Participant or
        die
        prior to complete payment of the Participant’s Plan Deferral Benefits, the
        Participant’s designated Beneficiary shall be deemed to be the person or persons
        surviving him 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 capita, except that if any child shall
        predecease the Participant but leave one or more children surviving, then
        such
        child or children shall be paid, per capita, the portion of the share otherwise
        payable to the Participant’s child; or

      


      (c)           the
        Participant’s estate.

      


      8.4           Effect
        of Payment.  The payment of a Participant’s vested benefit to
        the deemed Beneficiary shall completely discharge the Employer’s obligations to
        the Participant or the Participant’s Beneficiary under this Plan.

      


      8.5           Effect
        of Death After Separation from Service.  Upon the death of a
        Participant after Separation from Service, 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.

      


      ARTICLE
        IX

      


      AMENDMENT
        AND TERMINATION OF PLAN

      


      9.1           Amendment.
        The Board may at any time and from time to time amend, suspend or terminate
        this
        Plan or a Participant’s participation therein; provided,
        however, that no amendment,
        suspension or termination may impair the rights of a Participant (or, in
        the
        case of a Participant’s death, his Beneficiary or estate) to receive payment of
        amounts credited to such Participant’s Accumulation Account(s) prior to the
        effective date of such amendment, suspension or
        termination.  Notwithstanding anything in the Plan to
        the contrary, the Board may amend in good faith any terms of the Plan, including
        retroactively, in order to comply with Section 409A of the Code.

      


      
        
          
          

        

        
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      9.2           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 9.2.  The Bank may, in its
        discretion, elect to terminate the Plan in any of the following three
        circumstances and accelerate the payment of the entire unpaid balance of
        the
        Participant’s Accumulation Account in accordance with Section 409A of the
        Code:

      


      
        	
                (i)  

              	
                the
                  Plan is irrevocably terminated within the 30 days preceding a Change
                  in
                  Control and (1) all arrangements sponsored by the Company and/or
                  the Bank
                  that would be aggregated with the Plan under Treasury Regulation
                  §1.409A-1(c)(2) are terminated, 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
                  the Company and the Bank irrevocably take all necessary action
                  to
                  terminate the Plan and the other aggregated
                  arrangements;

              


      

      


      
        	
                (ii)  

              	
                the
                  Plan is irrevocably terminated at a time that is not proximate
                  to a
                  downturn in the financial health of the Company or the Bank and
                  (1) all
                  arrangements sponsored by the Company and/or the Bank 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 Company and
                  the Bank
                  take 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
                  24
                  months of the date the Company and the Bank take all necessary
                  action to
                  irrevocably terminate the arrangements; and (4) neither the Company
                  nor
                  the Bank adopts 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
                  Company and the Bank take all necessary action to irrevocably terminate
                  the Plan; or

              


      

      


      
        	
                (iii)  

              	
                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.

              


      

      


      9.3           ERISA;
        Code.  It is intended that this Plan be neither an “employee
        welfare benefit plan” nor an “employee pension benefit plan” for purposes of
        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 his
        Beneficiary’s) gross income prior to his actual receipt of Deferral Benefits for
        purposes of the Code.  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:

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      (i)           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 Code, or

      


      (ii)           ERISA
        or the Code require 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 Code and failure to so amend the Plan
        could
        subject the Employer to material penalties.  Upon any such
        termination, the Board shall transfer Employer and Participant rights and
        obligations under the Plan to a new plan to be established by the Employer
        which
        is not deemed to be subject to ERISA or to cause current taxation to
        Participants under the Code, but which is similar in other material respects
        to
        the Plan, if it is deemed reasonable, in the sole discretion of the
        Board.

      


      ARTICLE
        X

      


      MISCELLANEOUS

      


      10.1           Unsecured
        General Creditor.  Participants and their Beneficiaries,
        heirs, successors and assigns shall have no legal or equitable rights, interests
        or claims in any property or assets of the Employer held in any way as
        collateral security for the fulfilling of the obligations of the Bank under
        this
        Plan.  Any and all of the Employer’s assets shall be and remain the
        general, unpledged, unrestricted assets of the Employer.  The Bank’s
        obligations under the 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.

      


      10.2           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 Employer, or any direct
        or
        indirect parent, subsidiary or affiliate of the Employer, then the Employer
        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.

      


      10.3.          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
        payment of any 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.

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      10.4.         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 Employer and the Participant, and the Participant (or his
        Beneficiary) shall have no rights against the Employer except as may otherwise
        be specifically provided herein.  Moreover, nothing in the Plan shall
        be deemed to give a Participant the right to be retained in the employ of
        the
        Employer or to limit in any way the right of the Employer to discipline or
        discharge the Participant at any time.

      


      10.5.         Terms.  Whenever
        any words are used herein in the masculine, they shall be construed as though
        they were used in the feminine in all cases where such should so apply; and
        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 the singular, as the
        case
        may be, in all cases where such should so apply.

      


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

      


      10.7.         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.

      


      10.8.         Taxes.  The
        Employer shall deduct from all benefit payments made to Participants and
        Beneficiaries all applicable federal, state and local taxes required by law
        to
        be withheld from such payments.

      


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

      


      10.10.       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.

      


      10.11.        Form
        of Communication.  Any election, claim, notice of other
        communication required or permitted to be made by a Participant under the
        Plan
        shall be made in writing and in such form as shall be
        prescribed.  Such communication shall be effective upon mailing, if
        sent by first class mail, postage prepaid, and addressed
        to:  Corporate Secretary, Abington Savings Bank, 180 Old York Road,
        Jenkintown, PA 19046, or to such other address as the Committee may specify
        in a
        written communication to the Participants.  Such notice shall be
        deemed given as of the date of delivery or, if delivery is made by mail,
        as of
        the date shown on the postmark or the receipt for registration or
        certification.

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      10.12.         Successors.  The
        provisions of the Plan shall bind and inure to the benefit of the Employer
        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 Employer and successors of the Employer or other
        business entity.

      


      10.13.         Claims
        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 60 days from the date such
        payments are not made.  The claim shall be reviewed by the
        Committee.  The Committee shall, within 90 days of the receipt of the
        claim, or 180 days if special circumstances exist, notify the claimant whether
        the claim has been denied.  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 Agreement 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’s
        authorized representative to the Committee within 60 days after receipt by
        the
        claimant of the notice of denial.  (Failure of the Committee to take
        action within the above 90-day period shall be deemed a denial.)  In
        preparing for a 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.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      ADOPTED
        pursuant to
        resolution of the Board of Directors 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 28th day of
        November
        2007.

      


      
        	
                Attest

              	
                ABINGTON
                  SAVINGS BANK

              
	 	 
	 	 
	/s/ Edward
                W. Gormley	 	 
	
                Name:

              	Edward
                W. Gormley 	 	
                By:

              	/s/
                Robert W. White 
	 	 	 Robert
                W. White
	 	 	 President
                and Chief Executive Officer


      

       

      
        
          
          

        

        
          14