direcdefercompplan.htm


     

    
      

      

    

    
      Exhibit
        10.8

       

       

      ABINGTON
        SAVINGS BANK

      BOARD
        OF DIRECTORS 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”) Board of Directors Deferred
        Compensation Plan (the “Prior Plan”) was amended and restated in its
        entirety.  The effective date of the Prior Plan was January 1, 1996,
        which was subsequently amended and restated effective as of October 20,
        2004.  The amended and restated plan shall be known as the Abington
        Savings Bank Board of Directors Deferred Compensation Plan (the “Plan”) and
        shall in all respects be subject to the provisions set forth
        herein.  The purpose of this Plan is to provide specified benefits to
        individual Directors.

      


      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
        context 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.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

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

      


      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 or her death.

      


      2.4           Board.  “Board”
        shall mean the Board of Directors of Abington Savings Bank.

      


      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”
        shall mean Abington Bancorp, Inc. or any successor thereto.

      


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

      


      2.8           Committee.  “Committee”
        shall mean the Employee Benefit Committee.

      


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

      


      2.10        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.

      


      2.11        Director.  “Director”
        shall mean a member of the Board of Directors of the Bank.

      


      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.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      2.13       Participant.   “Participant”
        shall mean a Director who has elected to participate in the Plan for the
        following Plan Year.

      


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

      


      2.15    
          Retirement Age.  “Retirement Age” shall
        mean the first day of the first year following the Participant’s seventy-fifth
        (75th) birthday.

      


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

      


      2.17       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.

      


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

      


      2.19       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.

      


      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.

      


      
        
          
          

        

        
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      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
        AND DEFERRAL ELECTIONS

       

      4.1  Participation;
        Deferral Elections.  Each Participant shall complete, execute
        and return to the Committee a Deferral Election Form (as defined in Section
        4.2(a) of the Plan) prior to the election deadlines set forth in Section
        4.2
        below.  In addition, whenever a Deferral Election Form is submitted in
        the future, the Participant shall also complete, execute and return a Payment
        Election Form (as defined in Section 6.1 of the Plan), unless a prior Payment
        Election Form has already been submitted.

       

      4.2  Timing
        of Initial Deferral Election.

       

      (a)  Generally.  An
        election form to defer Base Fees (the “Deferral Election Form”) (a copy of which
        is attached as Appendix A) must be received by the Committee prior to the
        date
        specified in this Section 4.2.  Any elections to defer Base Fees must
        be made on or prior to the December 31st preceding
        the
        calendar year in which such income shall be earned, subject to the exception
        provided in Section 4.2(b) below.  Under no circumstances may a
        Participant defer Base Fees to which the Participant has already attained,
        at
        the time of the deferral, a legally enforceable right to receive such Base
        Fees.

       

      (b)  New
        Participant.  Notwithstanding anything in the Plan to the
        contrary, in the case of the first year in which a Participant becomes eligible
        to participate in the Plan, an election to defer Base Fees may be made for
        services to be performed subsequent to the election within thirty (30) days
        of
        the date the Participant first becomes eligible to participate in this Plan,
        with such election to be effective as of the first day of the immediately
        following calendar quarter.

       

      (c)  A
        Participant may not elect to change his deferral election that is in effect
        for
        a Plan Year.  A Participant may change a deferral election for a
        subsequent Plan Year, provided that the subsequent deferral election is made
        on
        or prior to the December 31st preceding
        the
        calendar year in which such income shall be earned.

       

      4.3  Deferral
        Amount.  Each Plan Year, the Board shall contribute the Base
        Fee that a Participant has elected to defer pursuant to this Article IV of
        the
        Plan to the Participant’s Accumulation Account.

       

      


      
        
          
          

        

        
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      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 B.  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.

      


      (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 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.

      


      
        
          
          

        

        
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      (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.

      


      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 C) 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 or her 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, (2) by liquidation of the Participant’s assets, to the extent the
        liquidation of such assets would not cause severe financial hardship, or
        (3) by
        cessation of deferrals under the Plan.  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.
        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.

      


      6.5           Determination
        of Deferral 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 C.  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.

      


      
        
          
          

        

        
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      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 installments, then
        the first 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 each case for the time period
        selected by the Participant on his Payment Election Form.

      


      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.

      


      
        
          
          

        

        
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      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.

      


      


      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 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.

      


      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 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.

      


      8.3           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; or

      


      (c)           the
        Participant’s estate.

      


      
        
          
          

        

        
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      8.4           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.

      


      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.

      


      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

              


      

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
        	
                (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 her (or his or her Beneficiary’s) gross
        income prior to his or her 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:

      


      (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 Code, or

      


      (2)           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 Bank to material penalties. Upon any such termination, the Board
        shall 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 Code, but which is similar in
        other
        respects to the Plan, if it is not deemed reasonable, in the sole discretion
        of
        the Board.

      


      ARTICLE
        X

      


      MISCELLANEOUS

      


      10.1           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 obligations 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.

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      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 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.

      


      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 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.

      


      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
        Bank
        and the Participant, and the Participant (or his or her Beneficiary) shall
        have
        no rights 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.

      


      10.5           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.

      


      10.6           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.

      


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

      


      10.9           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.

      


      
        
          
          

        

        
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      10.10        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.

      


      10.11        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.

      


      10.12       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 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.

      


      
        
          
          

        

        
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      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 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


        

      

      
 

      
        
          
          

        

        
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