white-bankagreement.htm


     

    
      

      

    

    
      Exhibit
        10.2

       

       

      ABINGTON
        BANK

      AMENDED
        AND RESTATED EMPLOYMENT AGREEMENT

      


      


      This
        AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is made and
        entered into as of the 28th day of November 2007, between Abington Savings
        Bank,
        a Pennsylvania chartered stock-form savings bank doing business as “Abington
        Bank” (the “Bank”), and Robert W. White (the “Executive”).

      


      WITNESSETH:

      


      WHEREAS,
        the Executive is currently employed as President and Chief Executive Officer
        of
        the Bank, and the Executive and the Bank have previously entered into an
        employment agreement dated December 29, 2006 (the “Prior
        Agreement”);

      


      WHEREAS,
        the Executive is currently employed as President and Chief Executive Officer
        of
        Abington Bancorp, Inc., a Pennsylvania corporation (the
“Corporation”);

      


      WHEREAS,
        the Corporation and the Bank are referred to together herein as the
“Employers”;

      


      WHEREAS,
        the Bank desires to amend and restate the Prior Agreement in order to make
        changes to comply with Section 409A of the Code, as well as certain other
        changes;

      


      NOW
        THEREFORE, in consideration of the mutual agreements herein contained, and
        upon
        the other terms and conditions hereinafter provided, the Bank and the Executive
        hereby agree as follows:

      


      1.           Definitions.  The
        following words and terms shall have the meanings set forth below for the
        purposes of this Agreement:

      


      (a)           Base
        Salary.  “Base Salary” shall have the meaning set forth in
        Section 3(a) hereof.

      


      (b)           Cause.
        Termination of the Executive’s employment for “Cause” shall mean termination
        because of 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 or material
        breach of any provision of this Agreement.  For purposes of this
        paragraph, no act or failure to act on the part of the Executive shall be
        considered “willful” unless done, or omitted to be done, by the Executive not in
        good faith and without reasonable belief that the Executive’s action or omission
        was in the best interests of the Employers.

      


      (c)           Change
        in Control.  “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.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (d)           Code.  “Code”
        shall mean the Internal Revenue Code of 1986, as amended.

      


      (e)           Date
        of Termination.  “Date of Termination” shall mean (i) if the
        Executive’s employment is terminated for Cause, the date on which the Notice of
        Termination is given, and (ii) if the Executive’s employment is terminated for
        any other reason, the date specified in such Notice of Termination.

      


      (f)           Disability.  “Disability”
        shall mean the Executive (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
        Employers.

      


      (g)           Good
        Reason.  Termination by the Executive of the Executive’s
        employment for “Good Reason” shall mean termination by the Executive based on
        the occurrence of any of the following events:

      


      
        	
                 

              	
                (i)

              	
                any
                  material breach of this Agreement by the Bank, including without
                  limitation any of the following: (A) a material diminution in the
                  Executive’s base compensation, (B) a material diminution in the
                  Executive’s authority, duties or responsibilities, or (C) any requirement
                  that the Executive report to a corporate officer or employee of
                  the
                  Employers instead of reporting directly to the Boards of Directors
                  of the
                  Employers, or

              


      

      


      
        	
                 

              	
                (ii)

              	
                any
                  material change in the geographic location at which the Executive
                  must
                  perform his services under this
                  Agreement;

              


      

      


      provided,
        however, that prior to any termination of employment for Good Reason, the
        Executive must first provide written notice to the Employers within ninety
        (90)
        days of the initial existence of the condition, describing the existence
        of such
        condition, and the Employers shall thereafter have the right to remedy the
        condition within thirty (30) days of the date the Employers received the
        written
        notice from the Executive.  If the Employers remedy the condition
        within such thirty (30) day cure period, then no Good Reason shall be deemed
        to
        exist with respect to such condition.  If the Employers do not remedy
        the condition within such thirty (30) day cure period, then the Executive
        may
        deliver a Notice of Termination for Good Reason at any time within sixty
        (60)
        days following the expiration of such cure period.

      


      (h)           IRS.  IRS
        shall mean the Internal Revenue Service.

      


      
        
          
          

        

        
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      (i)           Notice
        of Termination.  Any purported termination of the Executive’s
        employment by the Bank for any reason, including without limitation for Cause,
        Disability or Retirement, or by the Executive for any reason, including without
        limitation for Good Reason, shall be communicated by a written “Notice of
        Termination” to the other party hereto.  For purposes of this
        Agreement, a “Notice of Termination” shall mean a dated notice which (i)
        indicates the specific termination provision in this Agreement relied upon,
        (ii)
        sets forth in reasonable detail the facts and circumstances claimed to provide
        a
        basis for termination of the Executive’s employment under the provision so
        indicated, (iii) specifies a Date of Termination, which shall be not less
        than
        fifteen (15) nor more than ninety (90) days after such Notice of Termination
        is
        given, except in the case of the Bank’s termination of the Executive’s
        employment for Cause, which shall be effective immediately, and (iv) is given
        in
        the manner specified in Section 11 hereof.

      


      (j)           Retirement.  “Retirement”
        shall mean voluntary termination by the Executive in accordance with the
        Employers’ retirement policies, including early retirement, generally applicable
        to their salaried employees.

      


      2.           Titles;
        Term of Employment.

      


      (a)           The
        Bank hereby employs the Executive as President and Chief Executive Officer
        and
        the Executive hereby accepts said employment and agrees to render such services
        to the Bank on the terms and conditions set forth in this
        Agreement.  During the term of this Agreement, the Executive shall
        perform such executive services for the Bank as may be consistent with his
        titles and from time to time assigned to him by the Bank’s Board of
        Directors.  The Executive shall also keep himself up to date with and
        familiar with developments in the thrift industry and attend substantially
        all
        of the regular monthly meetings of the Board of Directors and periodic meetings
        of the various committees of the Board, as requested. He shall work at the
        main
        office of the Bank, as that shall be designated from time to time.

      


      (b)           The
        term of employment under this Agreement shall be for three years beginning
        on
        the date of this Agreement and ending on the third anniversary of the date
        of
        this Agreement, plus such extensions, if any, as are provided below (the
        “Employment Period”).  Except as provided in Section 2(c), beginning
        on the date of this Agreement, on each day during the Employment Period,
        the
        Employment Period shall automatically be extended for one additional day,
        unless
        either the Bank, on the one hand, or the Executive, on the other hand, elects
        not to extend the Agreement further by giving written notice thereof to the
        other party, in which case the Employment Period shall end on the third
        anniversary of the date on which such written notice is given. Upon termination
        of the Executive’s employment with the Bank for any reason whatsoever, any daily
        extensions provided pursuant to this Section 2(b), if not theretofore
        discontinued, shall automatically cease. Prior to December 31, 2007 and each
        December 31 thereafter, the Board of Directors of the Bank shall consider
        and
        review (with appropriate corporate documentation thereof, and after taking
        into
        account all relevant factors, including the Executive’s performance hereunder)
        the daily extensions of the term of this Agreement, and the Board of Directors
        shall determine whether to permit such daily extensions to
        continue.

      


      
        
          
          

        

        
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      (c)           Nothing
        in this Agreement shall be deemed to prohibit the Bank at any time from
        terminating the Executive’s employment during the Employment Period with or
        without notice for any reason, provided that the relative rights and obligations
        of the Bank and the Executive in the event of any such termination shall
        be
        determined under this Agreement.

      


      3.           Compensation
        and Benefits.

      


      (a)           The
        Employers shall compensate and pay the Executive for his services during
        the
        term of this Agreement at a minimum base salary of $295,000 per year (“Base
        Salary”). The Base Salary may be increased from time to time in such amounts as
        may be determined by the Boards of Directors of the Employers and may not
        be
        decreased without the Executive’s express written consent.  In
        addition to his Base Salary, the Executive shall be entitled to receive during
        the term of this Agreement such bonus payments as may be determined by the
        Boards of Directors of the Employers.  The salary under this Section
        3(a) shall be payable to the Executive not less frequently than monthly or
        other
        than in conformity with the Employers’ policy in relation to salaried executive
        employees.

      


      (b)           During
        the term of this Agreement, the Executive shall be entitled to participate
        in
        and receive the benefits of any pension or other retirement benefit plan,
        profit
        sharing, stock option, employee stock ownership, or other plans, benefits
        and
        privileges given to employees and executives of the Employers, to the extent
        commensurate with his then duties and responsibilities, as fixed by the Boards
        of Directors of the Employers.  The Bank shall not make any changes in
        such plans, benefits or privileges which would adversely affect the Executive’s
        rights or benefits thereunder, unless such change occurs pursuant to a program
        applicable to all executive officers of the Bank and does not result in a
        proportionately greater adverse change in the rights of or benefits to the
        Executive as compared with any other executive officer of the
        Bank.  Nothing paid to the Executive under any plan or arrangement
        presently in effect or made available in the future shall be deemed to be
        in
        lieu of the salary payable to the Executive pursuant to Section 3(a)
        hereof.

      


      (c)           During
        the term of this Agreement, the Executive shall be entitled to paid annual
        vacation in accordance with the policies as established from time to time
        by the
        Boards of Directors of the Employers.  The Executive shall not be
        entitled to receive any additional compensation from the Employers for failure
        to take a vacation, nor shall the Executive be able to accumulate unused
        vacation time from one year to the next, except to the extent authorized
        by the
        Boards of Directors of the Employers.

      


      (d)           The
        Executive’s compensation, benefits and expenses payable under this Agreement
        (including but not limited to Sections 3, 4 and 5 hereof) shall be paid by
        the
        Corporation and the Bank in the same proportion as the time and services
        actually expended by the Executive on behalf of each respective Employer;
        provided, however, that if the Executive devotes less than 10% of his time
        to
        the Corporation, such amounts shall be paid by the Bank.

      


      4.           Expenses.  The
        Employers shall reimburse the Executive or otherwise provide for or pay for
        all
        reasonable expenses incurred by the Executive in furtherance of or in connection
        with the business of the Employers, including, but not by way of limitation,
        automobile expenses and traveling expenses, and all reasonable entertainment
        expenses, subject to such reasonable documentation and other limitations
        as may
        be established by the Boards of Directors of the Employers.  If such
        expenses are paid in the first instance by the Executive, the Employers shall
        reimburse the Executive therefor.  Such reimbursement shall be paid
        promptly by the Employers and in any event no later than March 15 of the
        year
        immediately following the year in which such expenses were
        incurred.

      


      
        
          
          

        

        
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      5.           Termination.

      


      (a)           General.  The
        Bank shall have the right, at any time upon prior Notice of Termination,
        to
        terminate the Executive’s employment hereunder for any reason, including without
        limitation termination for Cause, Disability or Retirement, and the Executive
        shall have the right, upon prior Notice of Termination, to terminate his
        employment hereunder for any reason.

      


      (b)           Termination
        for Cause or Voluntary Resignation.  In the event that (i)
        the Executive’s employment is terminated by the Bank for Cause or (ii) the
        Executive terminates his employment hereunder other than for Disability,
        Retirement, death or Good Reason, the Executive shall have no right pursuant
        to
        this Agreement to compensation or other benefits for any period after the
        applicable Date of Termination.

      


      (c)           Disability
        Benefits.  In the event the Executive’s employment is
        terminated during the Employment Period as a result of Disability, then the
        Executive shall be entitled to receive annual disability benefits which are
        at
        least equal to 60% of his annual Base Salary as in effect immediately prior
        to
        his termination of employment. If the disability benefits payable to the
        Executive pursuant to short-term and long-term disability policies of the
        Employers, together with other insurance, retirement and medical benefits
        provided by the Employers and any Social Security disability benefits provided
        to the Executive, do not equal at least 60% of the Executive’s Base Salary, then
        the Employers shall pay to the Executive a supplemental disability benefit
        each
        year equal to (i) 60% of the Executive’s Base Salary, minus (ii) the sum of (A)
        the disability benefits payable to the Executive pursuant to disability policies
        of the Employers, (B) the other insurance, retirement and medical benefits
        provided by the Employers to the Executive, and (c) any Social Security
        disability benefits provided to the Executive. The supplemental disability
        benefits shall be paid to the Executive in as equal as possible monthly
        installments on the first business day of each month, subject to adjustment
        each
        month as the amounts in clause (ii) above change, and shall be paid until
        the
        Executive reaches his seventieth (70th)
        birthday.

      


      (d)           Death
        Benefits.  In the event that the Executive dies during the
        Employment Period, then the Employers shall pay to his spouse (or to his
        estate
        if his spouse is no longer living or if he is no longer married) a lump sum
        cash
        payment equal to the present value of the Base Salary that would have been
        paid
        to the Executive for the thirty-six (36) months following the date of his
        death,
        based on the Base Salary in effect at the time of death.  The present
        value shall be calculated using a discount rate equal to the applicable federal
        rate compounded monthly (determined under Section 1274(d) of the Code) as
        published by the Internal Revenue Service for the month in which the date
        of
        death occurs.

      


      
        
          
          

        

        
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      (e)           Retirement
        Benefits.    In the event the Executive’s
        employment is terminated during the Employment Period due to Retirement,
        then
        the Executive shall be entitled to benefits under any pension or other
        retirement plans of the Employers covering the Executive in lieu of any payments
        or other benefits under this Agreement subsequent to the date of
        Retirement.

      


      (f)           Involuntary
        or Good Reason Termination Prior to a Change in Control.  In
        the event that (i) the Executive’s employment is terminated by the Bank for
        other than Cause, Disability, Retirement or the Executive’s death or (ii) such
        employment is terminated by the Executive for Good Reason, in each case prior
        to
        a Change in Control, then the Bank shall:

      


      (A)           pay
        to the Executive, in a lump sum as of the Date of Termination, a cash severance
        amount equal to the product of (i) the sum of the Base Salary per year then
        in
        effect and the highest cash bonus paid in the prior three calendar years,
        in
        each case the portion thereof paid by the Bank, multiplied by (ii) three
        (3),

      


      (B)           maintain
        and provide for a period ending at the earlier of (i) the expiration of the
        Employment Period or (ii) the date of the Executive’s full-time employment by
        another employer (provided that the Executive is entitled under the terms
        of
        such employment to benefits substantially similar to those described in this
        subparagraph (B)), with the Executive responsible for paying the same share
        of
        any premiums, co-payments or deductibles as if he was still an employee,
        the
        Executive’s continued participation in all group insurance, life insurance,
        health and accident, and disability insurance coverage offered by the Bank
        in
        which the Executive was participating immediately prior to the Date of
        Termination; provided that any insurance premiums payable by the Bank or
        any
        successors pursuant to this Section 5(f)(B) shall be payable at such times
        and
        in such amounts as if the Executive was still an employee of the Bank, subject
        to any increases in such amounts imposed by the insurance company or COBRA,
        and
        the amount of insurance premiums required to be paid by the Bank in any taxable
        year shall not affect the amount of insurance premiums required to be paid
        by
        the Bank in any other taxable year; and provided further that if the Executive’s
        participation in any group insurance plan is barred, the Employers shall
        arrange
        to provide the Executive with insurance benefits substantially similar to
        those
        which the Executive was entitled to receive under such group insurance plan
        at
        no additional cost to the Executive; and

      


      (C)           pay
        to the Executive, in a lump sum as of the Date of Termination, a cash amount
        equal to the projected cost to the Bank of providing benefits to the Executive
        for a period of twenty-four (24) months pursuant to any other employee benefit
        plans, programs or arrangements offered by the Bank in which the Executive
        was
        entitled to participate immediately prior to the Date of Termination (other
        than
        cash bonus plans, retirement plans or stock compensation plans of the Bank
        or
        the Corporation), with the projected cost to the Bank to be based on the
        costs
        incurred for the calendar year immediately preceding the year in which the
        Date
        of Termination occurs and with any automobile-related costs to exclude any
        depreciation on Bank-owned automobiles.

      


      (g)           Involuntary
        or Good Reason Termination Concurrently with or Subsequent to a Change in
        Control.  In the event that (i) the Executive’s employment is
        terminated by the Bank for other than Cause, Disability, Retirement or the
        Executive’s death or (ii) such employment is terminated by the Executive for
        Good Reason, in each case either concurrently with or subsequent to a Change
        in
        Control, then the Bank shall, subject to the provisions of Section 6 hereof,
        if
        applicable:

      


      
        
          
          

        

        
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      (A)           pay
        to the Executive, in a lump sum as of the Date of Termination, a cash severance
        amount equal to 2.99 times that portion of the Executive’s “base amount” (as
        defined in Section 280G(b)(3) of the Code) paid by the Bank,

      


      (B)           maintain
        and provide for a period ending at the earlier of (i) thirty-six (36) months
        after the Date of Termination or (ii) the date of the Executive’s full-time
        employment by another employer (provided that the Executive is entitled under
        the terms of such employment to benefits substantially similar to those
        described in this subparagraph (B)), with the Executive responsible for paying
        the same share of any premiums, co-payments or deductibles as if he was still
        an
        employee, the Executive’s continued participation in all group insurance, life
        insurance, health and accident, and disability insurance coverage offered
        by the
        Bank in which the Executive was participating immediately prior to the Date
        of
        Termination; provided that any insurance premiums payable by the Bank or
        any
        successors pursuant to this Section 5(g)(B) shall be payable at such times
        and
        in such amounts as if the Executive was still an employee of the Bank, subject
        to any increases in such amounts imposed by the insurance company or COBRA,
        and
        the amount of insurance premiums required to be paid by the Bank in any taxable
        year shall not affect the amount of insurance premiums required to be paid
        by
        the Bank in any other taxable year; and provided further that if the Executive’s
        participation in any group insurance plan is barred, the Bank shall arrange
        to
        provide the Executive with insurance benefits substantially similar to those
        which the Executive was entitled to receive under such group insurance plan
        at
        no additional cost to the Executive; and

      


      (C)           pay
        to the Executive, in a lump sum as of the Date of Termination, a cash amount
        equal to the projected cost to the Bank of providing benefits to the Executive
        for a period of thirty-six (36) months pursuant to any other employee benefit
        plans, programs or arrangements offered by the Bank in which the Executive
        was
        entitled to participate immediately prior to the Date of Termination (other
        than
        cash bonus plans, retirement plans or stock compensation plans of the Bank
        or
        the Corporation), with the projected cost to the Bank to be based on the
        costs
        incurred for the calendar year immediately preceding the year in which the
        Date
        of Termination occurs and with any automobile-related costs to exclude any
        depreciation on Bank-owned automobiles.

      


      6.           Limitation
        of Benefits under Certain Circumstances.  If the payments and
        benefits pursuant to Section 5 hereof, either alone or together with other
        payments and benefits which the Executive has the right to receive from the
        Employers, would constitute a “parachute payment” under Section 280G of the
        Code, then the payments and benefits payable by the Bank pursuant to Section
        5
        hereof shall be reduced by the minimum amount necessary to result in no portion
        of the payments and benefits under Section 5 being non-deductible to the
        Bank
        pursuant to Section 280G of the Code and subject to the excise tax imposed
        under
        Section 4999 of the Code.  If the payments and benefits under Section
        5 are required to be reduced, the cash severance shall be reduced first,
        followed by a reduction in the fringe benefits.  The determination of
        any reduction in the payments and benefits to be made pursuant to Section
        5
        shall be based upon the opinion of independent tax counsel selected by the
        Bank
        and paid by the Bank.  Such counsel shall promptly prepare the
        foregoing opinion, but in no event later than ten (10) days from the Date
        of
        Termination, and may use such actuaries as such counsel deems necessary or
        advisable for the purpose.  Nothing contained herein shall result in a
        reduction of any payments or benefits to which the Executive may be entitled
        upon termination of employment under any circumstances other than as specified
        in this Section 6, or a reduction in the payments and benefits specified
        in
        Section 5 below zero.

      


      
        
          
          

        

        
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      7.           Mitigation;
        Exclusivity of Benefits.

      


      (a)           The
        Executive shall not be required to mitigate the amount of any benefits hereunder
        by seeking other employment or otherwise, nor shall the amount of any such
        benefits be reduced by any compensation earned by the Executive as a result
        of
        employment by another employer after the Date of Termination or otherwise,
        except as set forth in Sections 5(f) and (g) above.

      


      (b)           The
        specific arrangements referred to herein are not intended to exclude any
        other
        benefits which may be available to the Executive upon a termination of
        employment with the Employers pursuant to employee benefit plans of the
        Employers or otherwise.

      


      8.           Withholding.  All
        payments required to be made by the Bank hereunder to the Executive shall
        be
        subject to the withholding of such amounts, if any, relating to tax and other
        payroll deductions as the Bank may reasonably determine should be withheld
        pursuant to any applicable law or regulation.

      


      9.           Standards
        and Non-Competition.  The Executive shall perform the
        Executive’s duties and responsibilities under this Agreement in accordance with
        such reasonable standards as may be established from time to time by the
        Board
        of Directors of the Bank. The reasonableness of such standards shall be measured
        against standards for executive performance generally prevailing in the thrift
        industry. The Executive agrees that during the term of his employment hereunder,
        except with the express consent of the Employers, he will not, directly or
        indirectly, engage or participate in, become a trustee or director of, or
        render
        advisory or other services for any other firm, corporation, business entity
        or
        business enterprise that accepts deposits from the public or makes loans
        to the
        public (a “Competing Business”), provided, however, that the Executive shall not
        be precluded or prohibited from owning passive investments in any Competing
        Business so long as such ownership does not require him to devote time to
        or
        participate in the management of the business in which he has invested. If
        the
        Executive’s employment is terminated by the Executive without Good Reason or by
        the Employers for Cause, then the Executive shall not become an officer,
        employee, director, trustee or partner of or render services to any Competing
        Business (except for passive investments of less than 5% of the Competing
        Business) which accept deposits and/or makes loans to the public within the
        marketing area of the Employers as it exists at the time of the Executive’s
        termination for a period of two (2) years following such termination of
        employment; and if the Executive is employed by a Competing Business which
        opens
        an office and/or extends its operations into the prohibited marketing area
        of
        the Employers within two (2) years following the Executive’s termination of
        employment with the Employer, he must terminate his employment with the
        Competing Business until the two (2) year period has expired. Notwithstanding
        anything to the contrary contained herein, during the term of this Agreement,
        the Executive shall have no employment contract or other written or oral
        agreement concerning employment as an officer or employee with any entity
        or
        person other than the Employers. Nothing contained in this Agreement shall
        in
        any way restrict the right of the Executive to serve as a director, officer,
        trustee or in any similar capacity with respect to any not-for-profit
        organization, any fraternal organization or any church or religious
        organization, or as a trustee or fiduciary with respect to any trust, will
        or
        estate.  The Employers’ marketing area is each county in which the
        Bank actively solicits deposits and mortgage loans.  This Section 9
        shall not be applicable if the Executive’s employment is terminated following a
        Change in Control for any reason other than for Cause.

      


      
        
          
          

        

        
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      10.           Assignability.  The
        Bank may assign this Agreement and its rights and obligations hereunder in
        whole, but not in part, to any corporation, bank or other entity with or
        into
        which the Bank may hereafter merge or consolidate or to which the Bank may
        transfer all or substantially all of its assets, if in any such case said
        corporation, bank or other entity shall by operation of law or expressly
        in
        writing assume all obligations of the Bank hereunder as fully as if it had
        been
        originally made a party hereto, but may not otherwise assign this Agreement
        or
        its rights and obligations hereunder.  The Executive may not assign or
        transfer this Agreement or any rights or obligations hereunder.

      


      11.           Notice.  For
        the purposes of this Agreement, notices and all other communications provided
        for in this Agreement shall be in writing and shall be deemed to have been
        duly
        given when delivered or mailed by certified or registered mail, return receipt
        requested, postage prepaid, addressed to the respective addresses set forth
        below:

      


      
        	
                To
                  the Corporation:

              	
                Secretary

              
	 	
                Abington
                  Bancorp, Inc.

              
	 	
                180
                  Old York Road

              
	 	
                Jenkintown,
                  Pennsylvania 19046

              
	 	 
	
                To
                  the Bank:

              	
                Secretary

              
	 	
                Abington
                  Savings Bank

              
	 	
                180
                  Old York Road

              
	 	
                Jenkintown,
                  Pennsylvania 19046

              
	 	 
	
                To
                  the Executive:

              	
                Robert
                  W. White

              
	 	
                At
                  the address last appearing on the personnel records of the
                  Employers

              


      

      


      12.           Amendment;
        Waiver.  No provisions of this Agreement may be modified,
        waived or discharged unless such waiver, modification or discharge is agreed
        to
        in writing signed by the Executive and such officer or officers as may be
        specifically designated by the Board of Directors of the Bank to sign on
        its
        behalf.  No waiver by any party hereto at any time of any breach by
        any other party hereto of, or compliance with, any condition or provision
        of
        this Agreement to be performed by such other party shall be deemed a waiver
        of
        similar or dissimilar provisions or conditions at the same or at any prior
        or
        subsequent time.  In addition, notwithstanding anything in this
        Agreement to the contrary, the Bank may amend in good faith any terms of
        this
        Agreement, including retroactively, in order to comply with Section 409A
        of the
        Code.

      


      
        
          
          

        

        
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      13.           Governing
        Law.  The validity, interpretation, construction and
        performance of this Agreement shall be governed by the laws of the United
        States
        where applicable and otherwise by the substantive laws of the Commonwealth
        of
        Pennsylvania.

      


      14.           Invalidity;
        Enforceability.  The invalidity or unenforceability of any
        provision of this Agreement shall not affect the validity or enforceability
        of
        any other provision of this Agreement, which shall remain in full force and
        effect. Any provision in this Agreement which is prohibited or unenforceable
        in
        any jurisdiction shall, as to such jurisdiction, be ineffective only to the
        extent of such prohibition or unenforceability without invalidating or affecting
        the remaining provisions hereof, and any such prohibition or unenforceability
        in
        any jurisdiction shall not invalidate or render unenforceable such provision
        in
        any other jurisdiction.

      


      15.           Arbitration.  Any
        controversy or claim arising out of or relating to this Agreement, or the
        breach
        thereof, shall be settled by arbitration in accordance with the rules then
        in
        effect for the American Arbitration Association, Philadelphia, Pennsylvania,
        and
        judgment upon the award rendered may be entered in any court having jurisdiction
        thereof.

      


      16.           Nature
        of Obligations.  Nothing contained herein shall create or
        require the Bank to create a trust of any kind to fund any benefits which
        may be
        payable hereunder, and to the extent that the Executive acquires a right
        to
        receive benefits from the Bank hereunder, such right shall be no greater
        than
        the right of any unsecured general creditor of the Bank.

      


      17.           Headings.  The
        section headings contained in this Agreement are for reference purposes only
        and
        shall not affect in any way the meaning or interpretation of this
        Agreement.

      


      18.           Changes
        in Statutes or Regulations.  If any statutory or regulatory
        provision referenced herein is subsequently changed or re-numbered, or is
        replaced by a separate provision, then the references in this Agreement to
        such
        statutory or regulatory provision shall be deemed to be a reference to such
        section as amended, re-numbered or replaced.

      


      19.           Counterparts.  This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed to be an original but all of which together will constitute one and
        the
        same instrument.

      


      20.           Regulatory
        Prohibition.  Notwithstanding any other provision of this
        Agreement to the contrary, any payments made to the Executive pursuant to
        this
        Agreement, or otherwise, are subject to and conditioned upon their compliance
        with Section 18(k) of the FDIA (12 U.S.C. §1828(k)) and 12 C.F.R. Part
        359.

      


      21.           Payment
        of Costs and Legal Fees and Reinstatement of Benefits.  In
        the event any dispute or controversy arising under or in connection with
        the
        Executive’s termination is resolved in favor of the Executive, whether by
        judgment, arbitration or settlement, the Executive shall be entitled to the
        payment of (a) all legal fees incurred by the Executive in resolving such
        dispute or controversy, and (b) any back-pay, including Base Salary, bonuses
        and
        any other cash compensation, fringe benefits and any compensation and benefits
        due to the Executive under this Agreement, within thirty (30) days following
        the
        date such judgment, arbitration or settlement becomes final and
        non-appealable.

      


      
        
          
          

        

        
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      22.           Entire
        Agreement.  This Agreement embodies the entire agreement
        between the Bank and the Executive with respect to the matters agreed to
        herein.  All prior agreements between the Bank and the Executive with
        respect to the matters agreed to herein, including but not limited to the
        Prior
        Agreement, are hereby superseded and shall have no force or
        effect.  Notwithstanding the foregoing, nothing contained in this
        Agreement shall affect the agreement of even date being entered into between
        the
        Corporation and the Executive.

      


      [Signature
        page follows]

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      IN
        WITNESS WHEREOF, this Agreement has been executed as of the date first written
        above.

      


      THIS
        AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED
        BY THE
        PARTIES.

      


      
        	
                Attest:

              	
                ABINGTON
                  SAVINGS BANK

              
	 	 
	 	 
	/s/
                Frank Kovalcheck 	 	
                By:

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

              
	 	 Title:	
                Director

              
	 	 


      

      


      
        	 	
                EXECUTIVE

              
	 	 
	 	 
	 	
                By:

              	/s/
                Robert W. White 
	 	 	
                Robert
                  W. White

              


      

      


      
        
          
          

        

        
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