retentionplanandtrust.htm


    
      

      

    

    
      Exhibit
        10.12

       

       

      ABINGTON
        BANCORP, INC.

      


      AMENDED
        AND RESTATED 2005 RECOGNITION AND

      RETENTION
        PLAN AND TRUST AGREEMENT

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ARTICLE
        I

      ESTABLISHMENT
        OF THE PLAN AND TRUST

      


      1.01           Abington
        Bancorp, Inc., the successor to Abington Community Bancorp, Inc. (the
“Corporation”), hereby amends and restates its 2005 Recognition and Retention
        Plan (as amended and restated, the “Plan”) and Trust (the “Trust”) upon the
        terms and conditions hereinafter stated in this amended and restated 2005
        Recognition and Retention Plan and Trust Agreement (the “Agreement”), with the
        amendment and restatement effective as of November 28,
        2007.  The Plan is being amended and restated in order to comply with
        Section 409A of the Code, as defined herein.

      


      1.02           The
        Trustee hereby accepts this Trust and agrees to hold the Trust assets existing
        on the date of this Agreement and all additions and accretions thereto upon
        the
        terms and conditions hereinafter stated.

      


      ARTICLE
        II

      PURPOSE
        OF THE PLAN

      


      The
        purpose of the Plan is to retain
        personnel of experience and ability in key positions by providing Employees
        and
        Non-Employee Directors with a proprietary interest in the Corporation and
        its
        Subsidiary Companies as compensation for their contributions to the Corporation
        and the Subsidiary Companies and as an incentive to make such contributions
        in
        the future.   Each Recipient of a Plan Share Award hereunder is
        advised to consult with his or her personal tax advisor with respect to the
        tax
        consequences under federal, state, local and other tax laws of the receipt
        of a
        Plan Share Award hereunder.

      


      ARTICLE
        III

      DEFINITIONS

      


      The
        following words and phrases when
        used in this Agreement with an initial capital letter, unless the context
        clearly indicates otherwise, shall have the meanings set forth
        below.  Wherever appropriate, the masculine pronouns shall include the
        feminine pronouns and the singular shall include the plural.

      


      3.01           “Advisory
        Director” means a person appointed to serve as an advisory or emeritus director
        by the Board of either the Corporation or the Bank or the successors
        thereto.

      


      3.02           “Bank”
        means Abington Savings Bank (which operates under the name “Abington Bank”), the
        wholly owned subsidiary of the Corporation.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3.03           “Beneficiary”
        means the person or persons designated by a Recipient to receive any benefits
        payable under the Plan in the event of such Recipient’s death.  Such
        person or persons shall be designated in writing on forms provided for this
        purpose by the Committee and may be changed from time to time by similar
        written
        notice to the Committee.  In the absence of a written designation, the
        Beneficiary shall be the Recipient’s surviving spouse, if any, or if none, his
        or her estate.

      


      3.04           “Board”
        means the Board of Directors of the Corporation.

      


      3.05           “Change
        in Control” shall mean a change in the ownership of the Corporation or the Bank,
        a change in the effective control of the Corporation or the Bank or a change
        in
        the ownership of a substantial portion of the assets of the Corporation or
        the
        Bank, in each case as provided under Section 409A of the Code and the
        regulations thereunder.

      


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

      


      3.07           “Committee”
        means the committee appointed by the Board pursuant to Article IV
        hereof.

      


      3.08           “Common
        Stock” means shares of the common stock, $0.01 par value per share, of the
        Corporation.

      


      3.09           “Director”
        means a member of the Board of Directors of the Corporation or a Subsidiary
        Corporation or any successors thereto, including Non-Employee Directors as
        well
        as Officers and Employees serving as Directors.

      


      3.10           “Disability”
        means the Recipient (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 12 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
        12
        months, receiving income replacement benefits for a period of not less than
        three months under an accident and health plan covering employees of the
        Corporation or the Bank (or would have received such benefits for at least
        three
        months if he had been eligible to participate in such plan).

      


      3.11           “Effective
        Date” means the day upon which the Board originally adopted this
        Plan.

      


      3.12           “Employee”
        means any person who is employed by the Corporation or a Subsidiary Company
        or
        is an Officer of the Corporation or a Subsidiary Company, but not including
        directors who are not also Officers of or otherwise employed by the Corporation
        or a Subsidiary Company.

      


      3.13           “Employer
        Group” means the Corporation and any Subsidiary Company which, with the consent
        of the Board, agrees to participate in the Plan.

      


      
        
          
          

        

        
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      3.14           “Exchange
        Act” means the Securities Exchange Act of 1934, as amended.

      


      3.15           “FDIC”
        means the Federal Deposit Insurance Corporation.

      


      3.16           “Non-Employee
        Director” means a member of the Board (including advisory boards, if any) of the
        Corporation or any Subsidiary Company or any successor thereto, including
        an
        Advisory Director of the Board of the Corporation and/or any Subsidiary Company
        or a former Officer or Employee of the Corporation and/or any Subsidiary
        Company
        serving as a Director or Advisory Director who is not an Officer or Employee
        of
        the Corporation or any Subsidiary Company.

      


      3.17           “Offering”
        means the offering of Common Stock to the public completed during 2004 in
        connection with the mutual holding company (the “MHC”) reorganization of the
        Bank and the issuance of the capital stock of the Bank to the
        Corporation.

      


      3.18           “Officer”
        means an Employee whose position in the Corporation or a Subsidiary Company
        is
        that of a corporate officer, as determined by the Board.

      


      3.19           “Performance
        Share Award” means a Plan Share Award granted to a Recipient pursuant to Section
        7.05 of the Plan.

      


      3.20           “Performance
        Goal” means an objective for the Corporation or any Subsidiary Company or any
        unit thereof or any Employee of the foregoing that may be established by
        the
        Committee for a Performance Share Award to become vested, earned or
        exercisable.  The establishment of Performance Goals are intended to
        make the applicable Performance Share Awards “performance-based” compensation
        within the meaning of Section 162(m) of the Code, and the Performance Goals
        shall be based on one or more of the following criteria:

      


      (i)           net
        income, as adjusted for non-recurring items;

      (ii)          cash
        earnings;

      (iii)         earnings
        per share;

      (iv)        
        cash earnings per share;

      (v)          return
        on average equity;

      (vi)         return
        on average assets;

      (vii)        assets;

      (viii)       stock
        price;

      (ix)          total
        shareholder return;

      (x)           capital;

      (xi)          net
        interest income;

      (xii)         market
        share;

      (xiii)        cost
        control or efficiency ratio; and

      (xiv)        asset
        growth.

      


      3.21           “Plan
        Shares” or “Shares” means shares of Common Stock which may be distributed to a
        Recipient pursuant to the Plan.

      


      
        
          
          

        

        
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      3.22           “Plan
        Share Award” or “Award” means a right granted under this Plan to receive a
        distribution of Plan Shares upon completion of the service requirements
        described in Article VII hereof, and includes Performance Share
        Awards.

      


      3.23           “Recipient”
        means an Employee or Non-Employee Director or former Employee or Non-Employee
        Director who receives a Plan Share Award or Performance Share Award under
        the
        Plan.

      


      3.24           “Subsidiary
        Companies” means those subsidiaries of the Corporation, including the Bank,
        which meet the definition of “subsidiary corporations” set forth in Section
        424(f) of the Code, at the time of the granting of the Plan Share Award in
        question.

      


      3.25           “Trustee”
        means such firm, entity or persons approved by the Board to hold legal title
        to
        the Plan and the Plan assets for the purposes set forth herein.

      


      ARTICLE
        IV

      ADMINISTRATION
        OF THE PLAN

      


      4.01           Duties
        of the Committee.  The Plan shall be administered and
        interpreted by the Committee, which shall consist of two or more members
        of the
        Board, each of whom shall be a Non-Employee Director, as defined in Rule
        16b-3(b)(3)(i) of the Exchange Act.  In addition, each member of the
        Committee shall be an (i) “outside director” within the meaning of Section
        162(m) of the Code and the regulations thereunder at such times as is required
        under such regulations and (ii) an “independent director” as such term is
        defined in Rule 4200(a)(15) of the Marketplace Rules of the Nasdaq Stock
        Market.  The Committee shall have all of the powers allocated to it in
        this and other Sections of the Plan.  The interpretation and
        construction by the Committee of any provisions of the Plan or of any Plan
        Share
        Award granted hereunder shall be final and binding in the absence of action
        by
        the Board.  The Committee shall act by vote or written consent of a
        majority of its members.  Subject to the express provisions and
        limitations of the Plan, the Committee may adopt such rules, regulations
        and
        procedures as it deems appropriate for the conduct of its
        affairs.  The Committee shall report its actions and decisions with
        respect to the Plan to the Board at appropriate times, but in no event less
        than
        once per calendar year.

      


      4.02           Role
        of the Board.  The members of the Committee and the Trustee
        shall be appointed or approved by, and will serve at the pleasure of, the
        Board.  The Board may in its discretion from time to time remove
        members from, or add members to, the Committee, and may remove or replace
        the
        Trustee, provided that any directors who are selected as members of the
        Committee shall be Non-Employee Directors.

      


      4.03           Revocation
        for Misconduct.  Notwithstanding anything to the contrary
        herein, the Board or the Committee may by resolution immediately revoke,
        rescind
        and terminate any Plan Share Award, or portion thereof, to the extent not
        yet
        vested, previously granted or awarded under this Plan to an Employee who
        is
        discharged from the employ of the Corporation or a Subsidiary Company for
        cause,
        which, for purposes hereof, shall mean termination because of the Employee’s
        personal dishonesty, incompetence, willful misconduct, breach of fiduciary
        duty
        involving personal profit, intentional failure to perform stated duties,
        willful
        violation of any law, rule, or regulation (other than traffic violations
        or
        similar offenses) or final cease-and-desist order.  Unvested Plan
        Share Awards to a Non-Employee Director who is removed for cause pursuant
        to the
        Corporation’s Articles of Incorporation or Bylaws or the Bank’s Articles of
        Incorporation and Bylaws or the constituent documents of such other Subsidiary
        Company on whose board he or she serves shall terminate as of the effective
        date
        of such removal.

      


      
        
          
          

        

        
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      4.04           Limitation
        on Liability.  No member of the Board or the Committee shall
        be liable for any determination made in good faith with respect to the Plan
        or
        any Plan Shares or Plan Share Awards granted under it.  If a member of
        the Board or the Committee is a party or is threatened to be made a party
        to any
        threatened, pending or completed action, suit or proceeding, whether civil,
        criminal, administrative or investigative, by reason of anything done or
        not
        done by him in such capacity under or with respect to the Plan, the Corporation
        shall, subject to the requirements of applicable laws and regulations, indemnify
        such member against all liabilities and expenses (including attorneys’ fees),
        judgments, fines and amounts paid in settlement actually and reasonably incurred
        by him in connection with such action, suit or proceeding if he or she acted
        in
        good faith and in a manner he reasonably believed to be in the best interests
        of  the Corporation and any Subsidiary Companies and, with respect to
        any criminal action or proceeding, had no reasonable cause to believe his
        or her
        conduct was unlawful.

      


      4.05           Compliance
        with Laws and Regulations.  All Awards granted hereunder
        shall be subject to all applicable federal and state laws, rules and regulations
        and to such approvals by any government or regulatory agency or shareholders
        as
        may be required.   The Corporation shall not be required to issue
        or deliver any certificates for shares of Common Stock prior to the completion
        of any registration or qualification of or obtaining of consents or approvals
        with respect to such shares under any federal or state law or any rule or
        regulation of any government body, which the Corporation shall, in its sole
        discretion, determine to be necessary or advisable.

      


      4.06           Restrictions
        on Transfer.  The Corporation may place a legend upon any
        certificate representing shares issued pursuant to a Plan Share Award noting
        that such shares may be restricted by applicable laws and
        regulations.

      


      


      4.07           No
        Deferral of Compensation Under Section 409A of the Code.  All
        Awards granted under the Plan are designed to not constitute a deferral of
        compensation for purposes of Section 409A of the Code.  No Recipient
        shall be permitted to defer the recognition of income beyond the date an
        Award
        shall be deemed earned pursuant to Article VII of this Plan.

      


      ARTICLE
        V

      CONTRIBUTIONS

      


      5.01           Amount
        and Timing of Contributions.  The Board shall determine the
        amount (or the method of computing the amount) and timing of any contributions
        by the Corporation and any Subsidiary Companies to the Trust established
        under
        this Plan.  Such amounts may be paid in cash or in shares of Common
        Stock and shall be paid to the Trust at the designated time of
        contribution.  No contributions by Employees or Non-Employee Directors
        shall be permitted.

      


      
        
          
          

        

        
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      5.02           Investment
        of Trust Assets; Number of Plan Shares.  Subject to Section
        8.02 hereof, the Trustee shall invest all of the Trust’s assets primarily in
        Common Stock.  The aggregate number of Plan Shares available for
        distribution pursuant to this Plan shall be 285,660 shares of Common Stock,
        subject to adjustment as provided in Section 9.01 hereof, which shares shall
        be
        purchased (from the Corporation and/or, if permitted by applicable regulations,
        from shareholders thereof) by the Trust with funds contributed by the
        Corporation.  During the time this Plan remains in effect, Awards to
        each Employee and each Non-Employee Director shall not exceed 25% and 5%
        of the
        shares of Common Stock initially available under the Plan,
        respectively.  Plan Share Awards to Non-Employee Directors in the
        aggregate shall not exceed 30% of the number of shares initially available
        under
        this Plan.

      


      ARTICLE
        VI

      ELIGIBILITY;
        ALLOCATIONS

      


      6.01           Awards.  Plan
        Share Awards and Performance Share Awards may be made to such Employees and
        Non-Employee Directors as may be selected by the Board or the
        Committee.  In selecting those Employees to whom Plan Share Awards
        and/or Performance Share Awards may be granted and the number of Shares covered
        by such Awards, the Board or the Committee shall consider the duties,
        responsibilities and performance of each respective Employee and Non-Employee
        Director, his or her present and potential contributions to the growth and
        success of the Corporation, his or her salary or other compensation and such
        other factors as deemed relevant to accomplishing the purposes of the
        Plan.  The Board or the Committee may but shall not be required to
        request the written recommendation of the Chief Executive Officer of the
        Corporation other than with respect to Plan Share Awards and/or Performance
        Share Awards to be granted to him or her.

      


      6.02           Form
        of Allocation.  As promptly as practicable after an
        allocation pursuant to Section 6.01 that a Plan Share Award or a Performance
        Share Award is to be issued, the Board or the Committee shall notify the
        Recipient in writing of the grant of the Award, the number of Plan Shares
        covered by the Award, and the terms upon which the Plan Shares subject to
        the
        Award shall be distributed to the Recipient.  The Board or the
        Committee shall maintain records as to all grants of Plan Share
        Awards  or Performance Share Awards under the Plan.

      


      6.03           Allocations
        Not Required to any Specific Employee or Non-Employee
        Director.  No Employee or Non-Employee Director shall have
        any right or entitlement to receive a Plan Share Award hereunder, with such
        Awards being at the total discretion of the Board or the Committee.

      


      
        
          
          

        

        
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      ARTICLE
        VII

      EARNING
        AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS

      


      7.01           Earning
        Plan Shares; Forfeitures.

      


      (a)           General
        Rules.  Subject to the terms hereof, Plan Share Awards shall
        be earned by a Recipient at a rate no more rapid than twenty percent (20%)
        of
        the aggregate number of Shares covered by the Award as of each annual
        anniversary of the date of grant of the Award, with such vesting rate to
        be
        determined by the Committee.  If the employment of an Employee or
        service as a Non-Employee Director (including for purposes hereof service
        as an
        Advisory Director) is terminated before the Plan Share Award has been completely
        earned for any reason (except as specifically provided in subsection (b)
        below),
        the Recipient shall forfeit the right to any Shares subject to the Award
        which
        have not theretofore been earned.  In the event of a forfeiture of the
        right to any Shares subject to an Award, such forfeited Shares shall become
        available for allocation pursuant to Section 6.01 hereof as if no Award had
        been
        previously granted with respect to such Shares.  No fractional shares
        shall be distributed pursuant to this Plan.

      


      (b)           Exception
        for Terminations Due to Death, Disability or Change in
        Control.  Notwithstanding the general rule contained in
        Section 7.01(a), all Plan Shares subject to a Plan Share Award held by a
        Recipient whose employment with the Corporation or any Subsidiary Company
        or
        service as a Non-Employee Director (including for purposes hereof service
        as an
        Advisory Director) terminates due to death or Disability shall be deemed
        earned
        as of the Recipient’s last day of employment with or service to the Corporation
        or any Subsidiary Company (provided, however, no such accelerated vesting
        shall
        occur if a Recipient remains employed by or continues to serve as a Director
        (including for purposes hereof service as an Advisory Director) of at least
        one
        member of the Employer Group) and shall be distributed as soon as practicable
        thereafter.  Furthermore, notwithstanding the general rule contained
        in Section 7.01(a), all Plan Shares subject to a Plan Share Award held by
        a
        Recipient shall be deemed earned as of the effective date of a Change in
        Control.

      


      7.02           Distribution
        of Dividends.  Any cash dividends, stock dividends or returns
        of capital declared in respect of each unvested Plan Share Award will be
        held by
        the Trust for the benefit of the Recipient on whose behalf such Plan Share
        Award
        is then held by the Trust, and such dividends or returns of capital, including
        any interest thereon, will be paid out proportionately by the Trust to the
        Recipient thereof as soon as practicable after the Plan Share Award becomes
        earned.

      


      7.03           Distribution
        of Plan Shares.

      


      (a)           Timing
        of Distributions: General Rule.  Subject to the provisions of
        Section 7.05 hereof, Plan Shares shall be distributed to the Recipient or
        his or
        her Beneficiary, as the case may be, as soon as practicable after they have
        been
        earned.

      


      (b)           Form
        of Distributions.  All Plan Shares, together with any Shares
        representing stock dividends, shall be distributed in the form of Common
        Stock.  One share of Common Stock shall be given for each Plan Share
        earned and distributable.  Payments representing cash dividends shall
        be made in cash.

      


      
        
          
          

        

        
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      (c)           Withholding.  The
        Trustee may withhold from any cash payment or Common Stock distribution made
        under this Plan sufficient amounts to cover any applicable withholding and
        employment taxes, and if the amount of a cash payment is insufficient, the
        Trustee may require the Recipient or Beneficiary to pay to the Trustee the
        amount required to be withheld as a condition of delivering the Plan
        Shares.  The Trustee shall pay over to the Corporation or any
        Subsidiary Company which employs or employed such Recipient any such amount
        withheld from or paid by the Recipient or Beneficiary.

      


      (d)           Restrictions
        on Selling of Plan Shares.  Plan Share Awards may not be
        sold, assigned, pledged or otherwise disposed of prior to the time that they
        are
        earned and distributed pursuant to the terms of this Plan.  Upon
        distribution, the Board or the Committee may require the Recipient or his
        or her
        Beneficiary, as the case may be, to agree not to sell or otherwise dispose
        of
        his distributed Plan Shares except in accordance with all then applicable
        federal and state securities laws, and the Board or the Committee may cause
        a
        legend to be placed on the stock certificate(s) representing the distributed
        Plan Shares in order to restrict the transfer of the distributed Plan Shares
        for
        such period of time or under such circumstances as the Board or the Committee,
        upon the advice of counsel, may deem appropriate.

      


      7.04           Voting
        of Plan Shares.  All shares of Common Stock held by the Trust
        shall be voted by the Trustee in its discretion.  Recipients of Plan
        Share Awards shall have no voting rights until the Common Stock is earned
        and
        distributed pursuant to the terms of the Plan Share Award.

      


      7.05           Performance
        Awards.

      


      (a)           Designation
        of Performance Share Awards.  The Committee may determine to
        make any Plan Share Award a Performance Share Award by making such Plan Share
        Award contingent upon the achievement of a Performance Goal or any combination
        of Performance Goals.  Each Performance Share Award shall be evidenced
        by a written agreement (“Performance Award Agreement”), which shall set forth
        the Performance Goals applicable to the Performance Share Award, the maximum
        amounts payable and such other terms and conditions as are applicable to
        the
        Performance Share Award.  Each Performance Share Award shall be
        granted and administered to comply with the requirements of Section 162(m)
        of
        the Code or any successor thereto.

      


      (b)           Timing
        of Grants.  Any Performance Share Award shall be made not
        later than 90 days after the start of the period for which the Performance
        Share
        Award relates and shall be made prior to the completion of 25% of such
        period.  All determinations regarding the achievement of any
        Performance Goals will be made by the Committee.  The Committee may
        not increase during a year the amount of a Performance Share Award that would
        otherwise be payable upon achievement of the Performance Goals but may reduce
        or
        eliminate the payments as provided for in the Performance Award
        Agreement.

      


      
        
          
          

        

        
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      (c)           Restrictions
        on Grants.  Nothing contained in the Plan will be deemed in
        any way to limit or restrict the Committee from making any Award or payment
        to
        any person under any other plan, arrangement or understanding, whether now
        existing or hereafter in effect.

      


      (d)           Rights
        of Recipients.  A Participant who receives a Performance
        Share Award payable in Common Stock shall have no rights as a shareholder
        until
        the Common Stock is issued pursuant to the terms of the Performance Award
        Agreement.

      


      (e)           Distribution.  No
        Performance Share Award or portion thereof that is subject to the attainment
        or
        satisfaction of a condition of a Performance Goal shall be distributed or
        considered to be earned or vested until the Committee certifies in writing
        that
        the conditions or Performance Goal to which the distribution, earning or
        vesting
        of such Award is subject have been achieved.

      


      7.06           Nontransferable.  Plan
        Share Awards and Performance Share Awards and rights to Plan Shares shall
        not be
        transferable by a Recipient, and during the lifetime of the Recipient, Plan
        Shares may only be earned by and paid to a Recipient who was notified in
        writing
        of an Award by the Committee pursuant to Section 6.02 and/or 7.05(a), as
        the
        case may be.  No Recipient or Beneficiary shall have any right in or
        claim to any assets of the Plan or Trust, nor shall the Corporation or any
        Subsidiary Company be subject to any claim for benefits hereunder.

      


      ARTICLE
        VIII

      TRUST

      


      8.01           Trust.  The
        Trustees shall receive, hold, administer, invest and make distributions and
        disbursements from the Trust in accordance with the provisions of the Plan
        and
        Trust and the applicable directions, rules, regulations, procedures and policies
        established by the Committee pursuant to the Plan.

      


      8.02           Management
        of Trust.  It is the intent of this Plan and Trust that the
        Trustees shall have complete authority and discretion with respect to the
        arrangement, control and investment of the Trust, and that the Trustees shall
        invest all assets of the Trust in Common Stock to the fullest extent
        practicable, except to the extent that the Trustees determine that the holding
        of monies in cash or cash equivalents is appropriate to meet the obligations
        of
        the Trust.  In performing their duties, the Trustees shall have the
        power to do all things and execute such instruments as may be deemed necessary
        or proper, including the following powers:

      


      (a)           To
        invest up to one hundred percent (100%) of all Trust assets in Common Stock
        without regard to any law now or hereafter in force limiting investments
        for
        trustees or other fiduciaries.  The investment authorized herein may
        constitute the only investment of the Trust, and in making such investment,
        the
        Trustees are authorized to purchase Common Stock from the Corporation or
        from
        any other source, and such Common Stock so purchased may be outstanding,
        newly
        issued, or treasury shares.

      


      (b)           To
        invest any Trust assets not otherwise invested in accordance with (a) above,
        in
        such deposit accounts, and certificates of deposit, obligations of the United
        States Government or its agencies or such other investments as shall be
        considered the equivalent of cash.

      


      
        
          
          

        

        
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      (c)           To
        cause stocks, bonds or other securities to be registered in the name of a
        nominee, without the addition of words indicating that such security is an
        asset
        of the Trust (but accurate records shall be maintained showing that such
        security is an asset of the Trust).

      


      (d)           To
        hold cash without interest in such amounts as may in the opinion of the Trustees
        be reasonable for the proper operation of the Plan and Trust.

      


      (e)           To
        employ brokers, agents, custodians, consultants and accountants.

      


      (f)           To
        hire counsel to render advice with respect to their rights, duties and
        obligations hereunder, and such other legal services or representation as
        they
        may deem desirable.

      


      (g)           To
        hold funds and securities representing the amounts to be distributed to a
        Recipient or his Beneficiary as a consequence of a dispute as to the disposition
        thereof, whether in a segregated account or held in common with other assets
        of
        the Trust.

      


      Notwithstanding
        anything herein
        contained to the contrary, the Trustees shall not be required to make any
        inventory, appraisal or settlement or report to any court, or to secure any
        order of court for the exercise of any power herein contained, or give
        bond.

      


      8.03           Records
        and Accounts.  The Trustees shall maintain accurate and
        detailed records and accounts of all transactions of the Trust, which shall
        be
        available at all reasonable times for inspection by any legally entitled
        person
        or entity to the extent required by applicable law, or any other person
        determined by the Board or the Committee.

      


      8.04           Expenses.  All
        costs and expenses incurred in the operation and administration of this Plan
        shall be borne by the Corporation or, in the discretion of the Corporation,
        the
        Trust.

      


      8.05           Indemnification.  Subject
        to the requirements of applicable laws and regulations, the Corporation shall
        indemnify, defend and hold the Trustees harmless against all claims, expenses
        and liabilities arising out of or related to the exercise of the Trustees’
powers and the discharge of their duties hereunder, unless the same shall
        be due
        to their gross negligence or willful misconduct.

       

      ARTICLE
        IX

      MISCELLANEOUS

      


      9.01           Adjustments
        for Capital Changes.  The aggregate number of Plan Shares
        available for distribution pursuant to the Plan Share Awards and the number
        of
        Shares to which any unvested Plan Share Award relates shall be proportionately
        adjusted for any increase or decrease in the total number of outstanding
        shares
        of Common Stock issued subsequent to the Effective Date of the Plan resulting
        from any split, subdivision or consolidation of shares or other capital
        adjustment, the payment of a stock dividend or other increase or decrease
        in
        such shares effected without receipt or payment of consideration by the
        Corporation.  If, upon a merger, consolidation, reorganization,
        liquidation, recapitalization or the like of the Corporation or of another
        corporation, the shares of the Corporation’s Common Stock shall be exchanged for
        other securities of the Corporation or of another corporation, each Recipient
        of
        a Plan Share Award shall be entitled, subject to the conditions herein stated,
        to receive such number of shares of Common Stock or amount of other securities
        of the Corporation or such other corporation as were exchangeable for the
        number
        of shares of Common Stock of the Corporation which such Recipients would
        have
        been entitled to receive except for such action.

      


      
        
          
          

        

        
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      9.02           Amendment
        and Termination of Plan.  The Board may, by resolution, at
        any time amend or terminate the Plan, subject to any required shareholder
        approval or any shareholder approval which the Board may deem to be advisable
        for any reason, such as for the purpose of obtaining or retaining any statutory
        or regulatory benefits under tax, securities or other laws or satisfying
        any
        applicable stock exchange listing requirements.  The Board may not,
        without the consent of the Recipient, alter or impair his or her Plan Share
        Award except as specifically authorized herein.  Notwithstanding any
        other provision of the Plan, this Plan may not be terminated until such time
        as
        all Plan Shares held by the Trust have been awarded to Plan Recipients and
        shall
        be deemed to be earned prior to the time of termination.

      


      9.03           Employment
        or Service Rights.  Neither the Plan nor any grant of a Plan
        Share Award, Performance Share Award or Plan Shares hereunder nor any action
        taken by the Trustee, the Committee or the Board in connection with the Plan
        shall create any right on the part of any Employee or Non-Employee Director
        to
        continue in such capacity.

      


      9.04           Voting
        and Dividend Rights.  No Recipient shall have any voting or
        dividend rights or other rights of a shareholder in respect of any Plan Shares
        covered by a Plan Share Award or Performance Share Award, except as expressly
        provided in Sections 7.02, 7.04 and 7.05 above, prior to the time said Plan
        Shares are actually earned and distributed to him.

      


      9.05           Governing
        Law.  To the extent not governed by federal law, the Plan and
        Trust shall be governed by the laws of the Commonwealth of
        Pennsylvania.

      


      9.06           Effective
        Date.  This Plan as originally adopted shall be effective as
        of the Effective Date, and Awards may be granted hereunder no earlier than
        the
        date this Plan was approved by the shareholders of the Corporation and prior
        to
        the termination of the Plan.  The Plan as originally adopted was
        approved by a majority of the total votes eligible to be cast by the
        Corporation’s shareholders and a majority of the total votes eligible to be cast
        by the Corporation’s shareholders other than the MHC.

      


      9.07           Term
        of Plan.  This Plan shall remain in effect until the earlier
        of (i) ten (10) years from the Effective Date, (ii) termination by the Board,
        or
        (iii) the distribution to Recipients and Beneficiaries of all the assets of the
        Trust.

      


      9.08           Tax
        Status of Trust.  It is intended that the trust established
        hereby be treated as a Grantor Trust of the Corporation under the provisions
        of
        Section 671 et seq. of the Code, as the same may be amended from time to
        time.

      


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF,
the Corporation has caused this amended and restated Agreement to
        be
        executed by its duly authorized officers and the Trustees of the Trust
        established pursuant hereto have duly and validly executed this Agreement,
        all
        on this 28th day of November 2007.

      


      
        	
                ABINGTON
                  BANCORP, INC.

              	
                TRUSTEES:

              
	 	 	 
	 	 	 
	 	 	 
	
                By:

              	/s/
                Robert W. White 	 	/s/ Jane
                Margraff Kieser
	 	
                Robert
                  W. White

              	
                Jane
                  Margraff Kieser

              
	 	
                President
                  and Chief Executive Officer

              	 
	 	 
	 	/s/
                Robert J. Pannepacker, Sr.
	 	
                Robert
                  J. Pannepacker, Sr.

              
	 	 
	 	 
	 	/s/
                G. Price Wilson, Jr.
	 	
                G.
                  Price Wilson, Jr.

              
	 	 


      

      


      


      
        
          
          

        

        
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