<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20429

                                    FORM 10-K

                   ANNUAL REPORT PURSUANT TO SECTION 13 OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,1999

                           Commission File No. 0-16018
                             ABINGTON BANCORP, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         MASSACHUSETTS                                      04-3334127
-------------------------------                         -------------------
(State or Other Jurisdiction of                          (I.R.S. Employer
 Incorporation or Organization)                         Identification No.)

536 WASHINGTON STREET, ABINGTON, MASSACHUSETTS                  02351
----------------------------------------------                  -----
   (Address of Principal Executive Offices)                   (Zip Code)

                                 (617) 982-3200
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

Securities registered under Section 12(b) of the Act:  None
Securities registered under Section 12(g) of the Act:
Title of Class:  Common Stock, par value $0.10 per share

Indicate by check mark whether the Registrant (together with its predecessor in
interest) (1) has filed all reports required to be filed by Section 13 or 15 (d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [ X ] No
[ ].

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in part III of this Form 10-K or any
amendment of this Form 10-K . [ X ]

The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based on the closing sales price for the Registrant's Common Stock
on March 3, 2000, as reported by the Nasdaq Stock Market, was $29,516,175.

The number of shares outstanding of the Registrant's Common Stock as of March 3,
2000: 3,027,300 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

Information required by Part II (Items 6, 7 and 8) of this Form is incorporated
by reference herein from the Registrant's Annual Report to Stockholders for the
year ended December 31, 1999 (the "Annual Report").

Information required by Part III (Items 10, 11 and 12) of this Form is
incorporated by reference herein from the Registrant's definitive proxy
statement (the "Proxy Statement") relating to the 2000 Annual Meeting of
Stockholders of the Registrant.


<PAGE>

When used in this Report, the words or phrases "will likely result," "are
expected to," "will continue," "is anticipated," "estimate," "project,"
"believe" or similar expressions are intended to identify "forward-looking
statements" within the meanings of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. The Company wishes to
caution readers that all forward-looking statements are necessarily speculative
and not to place undue reliance on any such forward-looking statements, which
speak only as of the date made, and to advise readers that various risks and
uncertainties, including regional and national economic conditions, changes in
the real estate market, changes in levels of market interest rates, credit risks
of lending activities and competitive and regulatory factors, could affect the
Company's financial performance and could cause the Company's actual results for
future periods to differ materially from those anticipated or projected.


<PAGE>

                                     PART I

ITEM 1. BUSINESS

GENERAL

     Abington Bancorp, Inc. (the "Company") is a one-bank holding company which
owns all of the outstanding capital stock of Abington Savings Bank ("the Bank").
Abington Bancorp, Inc. was reestablished as the Bank's holding company on
January 31, 1997. Previously, the Company's predecessor, also known as Abington
Bancorp, Inc. had served as the Bank's holding company from February 1988 until
its dissolution in December 1992. The Company's primary business is serving as
the holding company of the Bank.

     The Bank operated as a Massachusetts-chartered mutual savings bank from its
incorporation in 1853 until June 1986 when the Bank converted from mutual to
stock form of ownership. From June 1986 to the present, the Bank has operated as
a stock-owned savings Bank.

     In May 1998, the Company formed a Delaware business trust, Abington Bancorp
Capital Trust (the "Trust"). All of the common securities of this special
purpose Trust are owned by the Company. The Trust exists solely to issue capital
securities for financial reporting purposes, the Trust is reported as a
subsidiary and is consolidated into the financial statements of Abington
Bancorp, Inc. and subsidiaries. The capital securities are presented as a
separate line item on the consolidated balance sheet as a guaranteed preferred
beneficial interest in the Company's Junior Subordinated Debentures ("Trust
Preferred Securities"). The Trust has issued Trust Preferred Securities and has
invested the net proceeds in Junior Subordinated Deferrable interest debentures
("Subordinated Debentures") issued to the Trust by the Company. These
Subordinated Debentures are the sole assets of the Trust.

     The Bank presently has four wholly-owned subsidiaries: Holt Park Place
Development Corporation and Norroway Pond Development Corporation, which own
properties being marketed for sale, Abington Securities Corporation, which
invests primarily in United States Government obligations and obligations of
related agencies and equity securities and Old Colony Mortgage Corporation,
which originates and sells primarily first-lien mortgages secured by 1 - 4
family residential property. ABBK Corporation, which had previously invested in
real estate development limited partnerships engaged in qualified housing
projects, was dissolved in January 1997.

     The Company is engaged principally in the business of attracting deposits
from the general public, borrowing funds and investing those deposits and funds.
In its investments, the Company has emphasized various types of residential and
commercial real estate loans, commercial loans, residential construction loans,
consumer loans, and investments in securities. The Company considers its
principal market area to be part of Plymouth County and Norfolk County,
Massachusetts; primarily Abington, Brockton, Cohasset, Halifax, Hanson,
Holbrook, Hull, Kingston, Pembroke, Randolph and Whitman where it has banking
offices, and nearby Rockland, Duxbury, Scituate, Plympton, Hanover, East
Bridgewater, Plymouth, Carver, Weymouth and Bridgewater. Additionally, the
Company has mortgage lending offices in Auburn, Brockton, Fall River and
Plymouth.

     The Company has grown from $460.5 million in assets and $280.1 million in
deposits at December 31, 1995 to $696.3 million in assets and $389.7 million in
deposits at December 31, 1999. Deposits in the Company have been insured by the
Federal Deposit Insurance Corporation ("FDIC") since 1975. Deposits are insured
by the Bank Insurance Fund of the FDIC up to FDIC limits (generally $100,000 per
depositor) and by the Depositors Insurance Fund, (the "Depositors Insurance
Fund") for the portion of deposits in excess of that insured by the FDIC.

In August of 1997, the Company opened, in Cohasset, the first of five planned de
novo supermarket branches, with the Randolph and Hanson branches opening in
April and September, 1998, respectively and Brockton branch in May, 1999.
Currently a fifth supermarket branch in Canton is planned for the Fall of 2000.
These acquisitions and branch openings are consistent with the Company's ongoing
strategy of controlled growth with a focus on retail core deposit relationships
and will enable the Company to have a greater regional presence.

On April 1, 1999, the Company acquired Old Colony Mortgage Corporation ("OCM")
(See Note 2 to the Consolidated Financial Statements). OCM is headquartered in
Brockton, and has origination offices in Plymouth, Fall River and Auburn
Massachusetts as well as a presence in each of the Company's branches. This
acquisition was made to expand the Company's mortgage origination capabilities
from what they were previously as well as to provide the Company with a greater
diversity of sources of income.


<PAGE>

LENDING ACTIVITIES

     GENERAL. Loans currently originated and purchased for the Company's own
portfolio primarily have terms to maturity or repricing of 15 years or less,
such as residential construction loans and adjustable-rate and fixed-rate
mortgages on owner-occupied residential property. See "Item 7 - Management's
Discussion and Analysis of Consolidated Financial Condition and Results of
Operations -- Liquidity and Capital Resources" for discussion of the Company's
asset-liability strategy. The Company also originates one-year, three-year and
five-year adjustable-rate mortgages on non-owner-occupied residential property
as well as commercial and commercial real estate loans. Prior to 1996,
commercial, commercial real estate or commercial construction lending had not
been a primary source of loan originations. The Company began to emphasize such
lending in the latter part of 1996. The Company does anticipate a continued
emphasis in 2000 and beyond for this type of loan origination. The Company has
stressed the origination or purchase of shorter-term 15-year fixed rate or
adjustable residential mortgage loans (generally hybrids with terms to first
adjustment of one, three, five and seven years with annual resets thereafter) or
seasoned 30-year fixed rate residential mortgage loans for its own portfolio in
connection with the asset/liability management. (See "Lending
Activities-Residential and Commercial Construction and Commercial and Commercial
Real Estate Loans.") At December 31, 1999, the Company's loan portfolio included
$232.2 million in fixed-rate mortgage loans of which $2.7 million were held for
sale.

     The Company's net loan portfolio, including loans held for sale, totaled
$388.7 million at December 31, 1999, representing approximately 55.8% of its
total assets. The majority of the Company's loans are secured by real estate and
are made within Plymouth County, although the Company also purchases loans in
other areas of the United States. Generally, loans purchased outside of
Massachusetts are well collateralized and reflect an adequate payment history.
Approximately 42.2% of the Company's total loan portfolio represent
owner-occupied first mortgages located outside of Massachusetts. The three
states (other than Massachusetts) in which the Company has its largest
concentrations of residential loans were California, Pennsylvania and Maryland
in which there were $29,300,000, $11,400,000 and $11,100,000, of loans,
respectively. No other states had a 2.5% or greater concentration.

     The Company originated $14.6 million in commercial and commercial real
estate loans, $14.7 million of home equity loans, $4.2 million of consumer loans
and $110.5 million in residential first mortgage loans during the year ended
December 31, 1999. Of the latter amount, loans aggregating $16.5 million were
retained for the Company's own portfolio, of which approximately $2.7 million
were held for sale at December 31, 1999, and loans aggregating $95.2 million
were sold in the secondary market. As of December 31, 1999, loan commitments to
borrowers or potential borrowers of $38.4 million were outstanding. These
commitments included $2.4 million under existing construction loans, $21.7
million in residential and commercial and commercial real estate loans, $13.8
million under existing lines of credit (including home equity loans). The
Company had no outstanding commitments to purchase residential first mortgages.

     RESIDENTIAL LOANS. The Company currently sells in the secondary market most
first mortgage loans originated on residential property. The Company generally
sells loans it has originated to investors on a non-recourse basis. Prior to
1996, the Company had generally retained the servicing rights on sold loans.
Currently, the Company typically sells the servicing rights along with the
loans. The Company currently receives annual loan servicing fees, where
servicing was retained, generally ranging from .25% to .425% of the principal
balance of the loans plus all late charges on previous loan sales (generally
before 1996). At December 31, 1999, the Company's loan servicing portfolio
amounted to $121.4 million.

     As of December 31, 1999, the outstanding balance of residential first
mortgage loans totaled $290.0 million or 73.4% of the gross loans in the
Company's loan portfolio. Residential first mortgage loans purchased or
originated are generally written in amounts up to 95% of value if the property
is owner-occupied. Borrowers on residential first mortgage loans with a
loan-to-value ratio in excess of 80% are generally required to carry private
mortgage insurance. Adjustable-rate mortgage loans to owner occupants of one- to
four-family residential property are subject to certain requirements and
limitations under guidelines issued by the Massachusetts Commissioner of Banks
(the "Commissioner"), including limitations on the amount and frequency of
changes in interest rates.


<PAGE>

     In most cases, the Company requires the residential first mortgage loans it
originates or purchases to meet Federal National Mortgage Association and
Federal Home Loan Mortgage Corporation standards, with an exception being made
in some cases for the size of the loan, in order to provide for the flexibility
to sell such loans if the Company chooses to do so in the secondary market.

      HOME EQUITY AND SECOND MORTGAGE LOANS. The Company offers home equity
loans, which are revolving lines of credit secured by the equity in the
borrower's residence. The majority of home equity loans have interest rates that
adjust with movements in the prime lending rate although the Company does offer
fixed rate home equity loans. Home equity loans are currently written in amounts
from $7,500 to $100,000, but generally not more than the difference between 80%
of the appraised value of the property and the outstanding balance of the
existing first mortgage. However, home equity loans with higher loan-to-value
ratios up to 90% are available on a limited basis provided certain underwriting
criteria are met. Generally home equity loans must have a current appraisal of
the value of the mortgaged property at origination. At December 31, 1999, the
Company had in its portfolio approximately $23.5 million of outstanding home
equity and second mortgage loans and unused commitments amounting to $13.8
million.

     RESIDENTIAL AND COMMERCIAL CONSTRUCTION AND COMMERCIAL AND COMMERCIAL REAL
ESTATE LOANS. The Company also originates residential construction loans and,
from time to time, commercial construction and other commercial real estate
loans. Most construction loans are for residential single-family dwellings. They
are usually made with construction terms of no more than one year (residential
construction-to-permanent financing loans are offered with a 30-year loan)
post-construction mortgage. The Company generally makes construction loans to
builders who have pre-sold the homes to the future occupants. In most cases,
permanent financing is arranged through the Company on properties for which the
Company has been the construction lender. It is the Company's policy to require
on-site inspections before releasing funds on construction loans. Inspections on
construction loans are generally performed by third-party inspectors. At
December 31, 1999, gross construction loans totaled $5.9 million, or 1.5% of the
Company's total loan portfolio.

     Commercial real estate loans generally relate to properties which are
typically non-owner occupied, income producing such as shopping centers, small
apartment buildings and other types of commercial properties. Commercial real
estate loans are generally written for maximum terms of 5 years, and interest
rates on these loans generally are fixed. Currently, commercial real estate
loans are generally written in amounts up to $3,000,000 and are usually made in
Massachusetts counties of Plymouth, Norfolk, Bristol and Barnstable. At December
31, 1999, the Company had a total of $52.0 million of commercial real estate
loans, or 13.1% of the Company's total loan portfolio. The Company plans to
maintain its emphasis on commercial real estate lending into 2000 in an attempt
to further expand the portfolio, although commercial (business) loans as
described below are preferred.

     Commercial loans are generally provided to small-to-medium-sized businesses
located within the Company's market area. Commercial loans may be structured as
term loans or as revolving lines of credit. Commercial loans generally have a
repayment schedule of five years or less, with interest rates which float in
relation to the Wall Street Journal prime rate. The majority of commercial loans
are collateralized by equipment, machinery, receivables, inventory or other
corporate assets. In addition, the Bank generally obtains personal guarantees
from the principals of the borrower for virtually all of its commercial loans.
At December 31, 1999, the Company had approximately $16.5 million of commercial
(non-real estate) loans outstanding, up from $9.5 million at December 31, 1998.
The Company is emphasizing this type of lending as a continued key business
focus in the future.

     Commercial, commercial construction and commercial real estate lending
entails greater risk than residential mortgage (including residential
construction) lending to owner occupants. Compared to residential mortgage loans
to owner occupants, the repayment of these types of loans is more dependent on
the underlying business and financial condition of the borrower and/or cash
flows from leases on the subject properties and, in the case of construction
loans, the economic viability of the project, and is more susceptible to adverse
future developments. Since 1996, the Company has emphasized commercial,
commercial real estate or commercial construction lending and intends to
continue to place an emphasis on commercial, commercial construction and
commercial real estate loan originations.

     CONSUMER LOANS. The Company also makes a variety of consumer loans, such as
new and used automobile and boat loans, unsecured loans, education loans, and
passbook and stock-secured loans. Education loans


<PAGE>

are periodically sold in the secondary market. The Company's consumer loans
totaled $7.4 million at December 31, 1999, representing 1.8% of its total loan
portfolio.


<PAGE>

         COMPOSITION OF LOAN PORTFOLIO. The following table shows the
composition of the Company's loan portfolio by type of loan.

<TABLE>
<CAPTION>

                                                                  AT DECEMBER 31,
                            -------------------------------------------------------------------------------------------
                                 1999              1998               1997              1996              1995
                                 ----              ----               ----              ----              ----
                                      Percent           Percent           Percent            Percent            Percent
                                     to Gross          to Gross          to Gross           to Gross           to Gross
                            Amount    Loans  Amount     Loans   Amount    Loans     Amount   Loans  Amount      Loans
                            ------    -----  ------     -----   ------    -----     ------   -----  ------      -----
                                                             (Dollars in thousands)
<S>                         <C>        <C>    <C>      <C>     <C>        <C>      <C>       <C>     <C>         <C>
Mortgage loans:
  Conventional              $290,036  73.4%  $270,887   73.8%  $ 249,165   74.1%   $236,635   77.7%  $200,368     75.6%
  Second mortgages and
  home equity                 23,490   6.0     20,339    5.5      20,392    6.1      17,368    5.7     18,027      6.8
  Commercial real estate      51,973  13.1     50,493   13.8      39,341   11.7      24,718    8.1     17,622      6.6
  Construction                 5,883   1.5      7,109    1.9       7,681    2.3       5,956    2.0      6,805      2.5

  Total mortgage loans       371,382  94.0    348,828   95.0     316,579   94.2     284,677   93.5    242,822     91.5

Less:
  Due to borrowers on
  incomplete loans            (2,437)          (2,557)            (2,166)            (2,758)           (2,499)
  Net deferred loan fees
  and unearned discounts        (381)            (626)              (813)              (986)             (940)

   Subtotal                  368,564          345,645            313,600            280,933           239,383

Commercial loans:
  Unsecured lines of credit      128    .1        211    0.1         245    0.1         324    0.1        477      0.2
  Secured and unsecured       16,369   4.1      9,262    2.5       7,399    2.2       4,210    1.4      1,861      0.7

   Subtotal                   16,497   4.2      9,473    2.6       7,644    2.3       4,534    1.5      2,338      0.9

Consumer loans:
  Indirect automobile              -     -        158      -       1,263    0.4       4,355    1.4     10,049      3.8
  Personal                     1,243    .3      1,393           0.41,562    0.4       1,625    0.5      1,715      0.6
  Education                        -     -         62      -         423    0.1         509    0.2        728      0.3
  Passbook and stock secured   5,950   1.4      6,951    1.9       8,323    2.5       8,416    2.8      6,980      2.6
  Home improvement               216    .1        257    0.1         381    0.1         485    0.1        675      0.3

  Total consumer loans         7,409   1.8      8,821    2.4      11,952    3.5      15,390    5.1     20,147      7.6

  Net deferred loan costs
  (fees)                         (59)            (127)              (124)               (76)              150

   Subtotal                    7,350            8,694             11,828             15,314            20,297
                               -----            -----             ------             ------           -------

Total loans                  392,411          363,812            333,072            300,781           262,018
Less allowance for
loan losses                   (3,701)          (3,077)            (2,280)            (1,811)           (1,433)
Loans, net                   388,710          360,735            330,792            298,970           260,585
                             -------          -------            -------            -------           -------

Add (recapitulation):
  Due to borrowers on
  incomplete loans             2,437            2,557              2,166              2,758             2,499
  Net deferred loan
  fees and unearned
  discounts                      440              753                937              1,062               790
  Allowance for loan loss      3,701            3,077              2,280              1,811             1,433

  Loans, gross              $395,288   100%  $367,122  100.0%  $ 336,175  100.0%   $304,601  100.0%  $265,307    100.0%
                             =======   ===    =======  =====     =======  =====     =======  =====    =======    =====

</TABLE>

<PAGE>


  ORIGINATION AND UNDERWRITING. Residential and consumer loan originations are
developed by the Company's officers and lending personnel from a number of
sources, including referrals from branches, realtors, builders, attorneys,
customers and Directors. The Company employs eleven mortgage originators who are
paid a commission based on the amount and volumes of residential loans
originated. Consumer and home equity loans are generally originated through the
Company's branch and call center personnel. Consumer loan services are also
solicited by direct mail to existing customers. Advertising media is also used
to promote loans. The Company currently receives origination fees on most new
first mortgage loans that it originates. Fees to cover the costs of appraisals
and credit reports are also collected. In addition, the Company collects late
charges on real estate loans.

     Commercial and commercial real estate loan originations are developed by
the Company's officers and lending personnel from a number of sources, including
referrals from attorneys, CPAs, customers, realtors , direct solicitation and
Directors. The Company employs four commercial loan officers who are paid a
salary and performance bonus. Loans originated by these officers are maintained
in the commercial loan portfolio.

     Applications for all types of loans offered by the Company are taken at all
of the Company's offices, and in some cases over the phone, and referred to the
Company's operations center or commercial loan division for processing. The
Company's loan underwriting process is performed in accordance with a policy
approved by the Board of Directors. The process includes but is not limited to
the use of credit applications, property appraisals, verification of an
applicant's credit history, and analysis of financial statements, employment and
banking relationships, and other measures management deems appropriate in the
circumstances.

     All loans to Directors must be approved by the full Board of Directors
after review by management. Commercial loans are prohibited to executive
officers, officers or employees of the Company or the Bank.

<PAGE>

         The following table shows the Company's loans by maturity or repricing
interval at December 31, 1999.

<TABLE>
<CAPTION>

                                                       Within           1 - 5         Over 5
                                                       1 Year           Years          Years           Total
                                                       -------          -----         ------           -----
                                                                       (Dollars in Thousands)
<S>                                                  <C>               <C>           <C>            <C>
     Conventional mortgages......................    $ 57,296          $163,885      $68,474        $289,655
     Commercial real estate loans................      12,752            39,221            -          51,973
     Second mortgages and home equity............      15,554             5,152        2,784          23,490
     Construction, net ..........................       3,446                 -            -           3,446
     Commercial loans............................      16,438                 -            -          16,438
     Other loans.................................       1,185             5,757          467           7,409
                                                      -------           -------       ------         -------
               Total                                 $106,671          $214,015      $71,725        $392,411
                                                      =======           =======       ======         =======
     Percent of total                                    27.2%             54.5%        18.3%          100.0%

</TABLE>

         The following table shows the composition of fixed-rate and
     adjustable-rate loans, excluding $7.4 million of other loans, as set forth
     above by maturity or repricing interval at December 31, 1999.

<TABLE>
<CAPTION>

                                                            Within      1 - 5       Over 5
                                                            1 Year      Years        Years       Total
                                                            ------      -----       ------       -----
                                                                      (Dollars in thousands)
<S>                                                        <C>        <C>           <C>         <C>
     Fixed-rate residential mortgages ..............       $ 20,557   $ 92,451      $63,735     $176,743
     Construction loans, net - all fixed............          3,446          -            -        3,446
     Adjustable-rate residential mortgages..........         52,293     76,586        7,523      136,402
     Commercial real estate loans - all
     fixed rate.....................................         12,752     39,221            -       51,973
     Commercial loans - all variable rate...........         16,438          -            -       16,438
                                                            -------    -------       ------      -------
     Total fixed and adjustable-rate loans..........       $105,486   $208,258      $71,258     $385,002
                                                            =======    =======       ======      =======
</TABLE>

     NON-PERFORMING ASSETS. The Company attempts to manage its loan portfolio so
as to recognize problem loans at an early point in order to manage each
situation and thereby minimize losses. Interest on loans is generally not
accrued when such interest is not paid for a three month period and/or in the
judgment of management, the collectibility of the principal or interest becomes
doubtful. When a loan is placed on a non-accrual status, all interest previously
accrued but not collected is reversed against interest income in the current
period. Interest income is sometimes subsequently recognized only to the extent
that cash payments are received. Those loans that continue to accrue interest
after reaching a three month delinquency status generally include only consumer
loans, although, on occasion, some residential mortgage loans have been
included. Real estate acquired by foreclosure and other real estate owned is
stated at the lower of the carrying value of the underlying loan or the
estimated fair value less estimated selling costs. For further discussion of
non-performing assets, see "Item 7 - Management's Discussion and Analysis of
Consolidated Financial Condition and Results of Operations."

     During 1995, the Company sold, at a discount, of a group of approximately
$9.2 million of non-performing and high maintenance loans. The loans consisted
of approximately $5.7 million of loans which were on non-accrual and certain
other loans which, although performing, were expected to require a higher than
average level of attention and out of pocket costs in order to maintain
performance and/or to potentially foreclose upon or workout. Those loans were
sold at approximately 64% of par. The loss associated with this sale was
reflected as a charge-off to the allowance for possible loan losses which
necessitated an additional provision for possible loan losses of $1,654,000 in
1995.

<PAGE>


     At December 31, 1999, non-performing assets were .09% of total assets,
compared with 0.12% and 0.18% at December 31, 1998 and 1997, respectively.

     The following table sets forth non-performing assets at the dates
indicated:

<TABLE>
<CAPTION>
                                                                                   AT DECEMBER 31,
                                                              ----------------------------------------------------------
                                                              1999          1998         1997         1996          1995
                                                              ----          ----         ----         ----          ----
                                                                          (Dollars in thousands)
<S>                                                           <C>          <C>          <C>          <C>          <C>
Loans accounted for on a non-accrual basis
and/or impaired .........................................     $ 616        $ 681        $ 622        $ 1,028      $  485

Accruing loans past due 90 days or more
as to principal or interest .............................        --           50           91            144          243
                                                               ----         ----         ----         ------       ------
Total non-performing loans ..............................       616          731          713          1,172          728

Real estate acquired by foreclosure and other
real estate owned .......................................        --           --          265            500        1,070
                                                               ----         ----         ----         ------       ------
Total non-performing assets .............................     $ 616        $ 731        $ 978        $ 1,672      $ 1,798
                                                               ====         ====         ====         ======       ======
</TABLE>

     Impaired loans totaling $397,000 and $77,000, at December 31, 1999 and
1998, respectively, required an allocation of $75,000 and $20,000, respectively
of the allowance for possible loan losses. The remaining impaired loans did not
require any allocation of the reserve for possible loan losses.

     The average balance of impaired and/or non-accrual loans was approximately
$666,000, $622,000 and $966,000 in 1999, 1998 and 1997, respectively. The total
amount of interest income recognized on impaired loans during 1999, 1998 and
1997 was approximately $64,000, $55,000 and $50,000 respectively, which
approximated the amount of cash received for interest during that period. The
Company has no commitments to lend additional funds to borrowers whose loans
have been deemed to be impaired.

     Currently, in the single family home sector, prices are stable and
properties are not taking as long to sell. Additionally, Boston area vacancy
rates on commercial real estate properties have remained relatively low in
comparison to the early 1990's which has helped to support the market values of
those properties. The Company cannot predict the impact on future provisions for
possible loan losses that may result from future market conditions. While the
regional economy is stable and the local residential real estate market has been
strong over the past couple of years, it is difficult to predict to what extent
such stabilization and overall strong economic conditions will continue.


<PAGE>

     ALLOWANCE FOR POSSIBLE LOAN LOSSES. The following table summarizes changes
in the allowance for possible loan losses and other selected statistics for the
years indicated:

<TABLE>
<CAPTION>

                                                                 YEARS ENDED DECEMBER 31,
                                               -----------------------------------------------------
                                               1999           1998       1997      1996        1995
                                               ----           ----       ----      ----        ----
                                                                  (Dollars in thousands)

<S>                                         <C>            <C>          <C>        <C>       <C>
Balance, beginning of year                    $3,077         $2,280     $1,811     $1,433    $2,845
Loans charged off:
Real estate - residential                         11             18        100         48     1,090
Real estate - commercial                           5              -         20          -     2,496
Real estate - construction                         -              -          -          -         -
Commercial                                         -              -          -          -        18
Consumer                                         248            206        246        247       273
                                               -----          -----      -----      -----     -----
Total loans charged-off                          264            224        366        295     3,877
                                               -----          -----      -----      -----     -----

Loan recoveries:
Real estate - residential                          4              7          5         17        32
Real estate - commercial                         142            119         38        120       145
Real estate - construction                         -              -          -          -         -
Consumer                                         102            135        162         56        55
Commercial                                         -              -          -          -         -
                                               -----          -----      -----      -----     -----
Total recoveries                                 248            261        205        193       232
                                               -----          -----      -----      -----     -----
Net charge-offs (recoveries)                      16           (37)        161        102     3,645
                                                  --           ----        ---        ---     ------
Provision charged to operations                  640            760        630        480     2,233
                                               -----          -----      -----      -----     -----
Balance, end of year                          $3,701         $3,077     $2,280     $1,811    $1,433
                                               =====          =====      =====      =====     =====

Average loans outstanding, net              $368,578       $335,871   $304,925   $282,530  $243,949

Ratio of net charge-offs (recoveries)
to average loans outstanding, net                .00%         (.01)%       .05%       .04%     1.49%
                                               =====          =====      =====      =====     =====
Ratio of allowance for possible loan
losses to gross loans at year end                .94%           .85%       .68%       .60%      .55%
                                               =====          =====      =====      =====     =====
Ratio of allowance for possible loan
losses to non-performing loans                 600.8%         420.9%     319.8%     154.5%     196.8%
                                               =====          ======     =====      =====      ======

</TABLE>


<PAGE>

The following table summarizes the allocation of the allowance for possible loan
losses for the years indicated:

<TABLE>
<CAPTION>

                                                                                 At December 31,
                                          1999                   1998                 1997              1996               1995
                                         Percent                Percent              Percent           Percent            Percent
                                         of loans              of loans              of loans          of loans           of loans
                                        in category           in category          in category        in category        in category
                                         to gross              to gross             to gross           to gross           to gross
                                  Amount  Loans      Amount     Loans     Amount     Loans     Amount   Loans      Amount  Loans
                                  ------  -----      ------     -----     ------     -----     ------   -----      ------  -----
                                                                             (Dollars in thousands)
<S>                             <C>      <C>         <C>        <C>       <C>        <C>       <C>      <C>       <C>      <C>
Real estate - residential         $959    79.4%       $ 899      79.3%     $ 869      80.2%    $  854    83.5%     $ 743    82.4%
Real estate - commercial           590    13.1          479      13.8        372      11.7        224     8.1        226     6.6
Real estate - construction          35     1.5           71       1.9         77       2.3         60     1.9         68     2.5
Commercial                         341     4.2          189       2.6        153       2.3         91     1.5         47      .9
Consumer                           233     1.8          195       2.4        218       3.5        200     5.0        195     7.6
Unallocated                      1,543     N/A        1,244       N/A        591       N/A        382     N/A        154     N/A
                                 -----     ---        -----       ---        ---       ---        ---     ---        ---     ---
Total                           $3,701   100.0%      $3,077     100.0%    $2,280     100.0%    $1,811   100.0%    $1,433   100.0%
                                 =====   =====       ======     =====      =====     =====      =====   =====      =====   =====

</TABLE>

     The Company uses two methodologies to establish ranges of exposure to
measure the adequacy of the allowance for possible loan losses. The first or
"base" methodology is the Specific Identification Method. This method relies
upon the Company's risk monitoring systems, timely identification of all
potential problem credits and an accurate evaluation of related specific loss
exposures. Additionally, this methodology employs the use of "normalized"
charge-off or loss histories by loan category in order to establish reserves for
those loans not specifically reviewed. The Company also utilizes a Risk Rating
Approach which uses "actual" loss histories to determine reserve levels on
"pass-rated" portions of its loan portfolios while utilizing regulatory reserve
percentages for adversely classified loans. The Company then uses a Migration
Approach which utilizes the Risk Rating Approach adjusted for potential
migration of non-pass rated credits to a more adverse category. This methodology
recognizes that no risk identification system has comprehensive knowledge at a
point in time and therefore, there is an inherent unidentified risk of loss
which is not accurately characterized or identified in the loan portfolio. As of
December 31, 1999, it was noted that the Specific Identification Methodology,
which was used for the compilation of the table above for consistency purposes,
demonstrates the lowest requirement. The Risk Rating/Migration methodologies
supported reserve levels at December 31, 1999. Therefore, the allowance for
possible loan losses is within the range of estimated exposures and is deemed
adequate but not excessive by management.

     The Company's provision for possible loan losses in 1999 was $640,000,
compared to $760,000 and $630,000 in 1998 and 1997, respectively. The primary
reason for the reduction in provisions in 1999 vs. 1998 was due to the recovery
of approximately $90,000 on a previously charged off commercial real estate loan
as well as the continued strength of other asset quality factors that management
uses to evaluate the adequacy of loan loss reserve levels. The provision for
1998 exceeded 1997 levels reflecting the increased risk associated with the
Company's emphasis of commercial and commercial real estate lending activities
as evidenced by the increase in "watch assets" in the commercial loan portfolio
during 1998.


<PAGE>

INVESTMENT ACTIVITIES

     The Company's investment portfolio is currently managed in accordance with
an investment policy approved by the Board of Directors. The Company's
investments are subject to the laws of the Commonwealth of Massachusetts,
including regulations of the Commissioner, and certain provisions of the federal
law.

     The following table sets forth certain information regarding the carrying
value of the Company's investment portfolio, excluding mortgage-backed
securities and Federal Home Loan Bank stock:

<TABLE>
<CAPTION>

                                                                   AT DECEMBER 31,
                                                        ---------------------------------------
                                                        1999            1998               1997
                                                        ----            ----               ----
                                                               (Dollars in thousands)
<S>                                                    <C>             <C>              <C>
Short-term investments ...........................        $150        $    143          $    88
Federal funds sold ...............................          75           4,150               75
                                                        ------          ------           ------
Total ............................................         225         $ 4,293           $  163
                                                        ======          ======            =====
Percent of total assets ..........................         .01%            .73%             .03%

Investment securities:
  U. S. Government and federal agency
  obligations, at market .........................     $42,043         $26,629          $30,890
Other bonds and obligations, at market ...........      23,786          20,221            3,120
                                                        ------          ------            -----
Subtotal .........................................      65,829          46,850           34,010
Marketable equity securities, at market ..........       8,165           4,796            5,027
                                                         -----           -----            -----
Total investment securities ......................     $73,994         $51,646          $39,037
                                                        ======          ======           ======
Percent of total assets ..........................        10.6%            8.7%             7.3%

</TABLE>


<PAGE>

     A schedule of the maturity distribution of investment securities held by
the Company, other than equity securities and FHLB stock, and the related
weighted average yield, at December 31, 1999 follows:

<TABLE>
<CAPTION>

                                      Within one           After one but            After five but       After ten
                                        Year             Within Five Years         Within Ten Years        Years
                                        ----             -----------------         ----------------        -----
                                    Amor-  Weighted      Amor-   Weighted          Amor-   Weighted    Amor-   Weighted
                                    tized  Average       tized   Average           tized   Average     tized   Average
                                     Cost  Yield         Cost     Yield            Cost     Yield      Cost     Yield
                                     ----  -----         ----     -----            ----     -----      ----     -----
                                                                    (Dollars in thousands)
<S>                                <C>     <C>        <C>        <C>            <C>         <C>       <C>       <C>
U. S. Government and federal
  agency obligations .........      $ 616  7.08%      $3,000     6.33%          $29,815     6.34%     $11,000   7.11%
Other bonds and obligations...      2,007  6.75        4,935     5.67                36      7.5       18,680   7.11

  Total                            $2,623  6.83%      $7,935     6.18%          $29,851     6.34%     $29,680   7.11%
                                    =====  ====        =====     ====            ======     ====       ======   ====

</TABLE>

     At December 31, 1999, the Company had twelve mortgage backed securities and
three corporate bonds which had a total amortized cost of $58,962,000, each of
which individually had an amortized cost in excess of ten percent of
stockholders' equity, and were not obligations of the U. S. Government or
federal agencies.

SOURCES OF FUNDS

     GENERAL. Deposits and borrowings are the Company's primary sources of funds
for investment. The Company also derives funds from operations, amortization and
prepayments of loans and sales of assets. Deposit flows vary significantly and
are influenced by prevailing interest rates, money market conditions, economic
conditions, location of Company offices and competition.

     DEPOSITS. Most of the Company's deposits are derived from customers who
work or reside in the Company's primary service area. The Company's deposits
consist of passbook savings accounts, special notice accounts, NOW accounts,
money market deposit accounts, club accounts, money market certificates,
negotiated rate certificates and term deposit certificates. The Company also
offers Individual Retirement Accounts, which currently include a one-year
variable rate account with monthly interest rate adjustments, a 2.5 year
fixed-rate account, or a 3- or 4-year fixed-rate account. In addition, the
Company currently offers non-interest NOW accounts for commercial customers and
individuals. Although in previous years the Company has solicited brokered
deposits, at December 31, 1999 there were no such deposits.

     At December 31, 1999, the Company's outstanding certificates of deposit
with balances in excess of $100,000 are scheduled to mature as follows:

<TABLE>
<CAPTION>

                                                                             (In thousands)

<S>                                                                             <C>
     Three months or less                                                       $  9,748
     Over three to six months                                                     18,063
     Over six to twelve months                                                     6,511
     Over twelve months                                                            1,397
                                                                                 -------
                                                                                 $35,719
                                                                                  ======

</TABLE>


<PAGE>

     For information regarding the average amounts of and rates paid on deposit
liabilities, see "Item 7 Management's Discussion and Analysis of Consolidated
Financial Condition and Results of Operations--Liquidity and Capital Resources."

     BORROWINGS. For a discussion of borrowings, see "Item 8 - Notes 10 and 11
to the Consolidated Financial Statements" and "Item 7 - Management's Discussion
and Analysis of Consolidated Financial Condition and Results of
Operations-Liquidity and Capital Resources".

     INTEREST RATE HEDGE STRATEGY. For a discussion of the Company's interest
rate hedge strategy, see "Item 8 Note 6 to the Consolidated Financial
Statements".

     OTHER ACTIVITIES

     SAVINGS BANK LIFE INSURANCE. The Company sells savings bank life insurance
as an agent but not as an issuer and receives a commission on the sale.

     OTHER. The Company also offers safe deposit box services, an automated
teller machine and drive-up banking services. The Company also provides its
borrowers the opportunity to purchase life, accident and disability insurance.
The Company offered investment services (including annuities) to its customers
in 1999 through a third-party broker-dealer, and its insurance agency affiliate.
The third-party paid fees to the Company based upon sales volume generated by
the Company's brokers.

  SUPERVISION AND REGULATION

     As an FDIC-insured, state-chartered bank, the Bank is subject to
supervision and regulation by the Commissioner and the FDIC and is subject to
periodic examination. The Company is subject to regulation and supervision of
the Federal Reserve as a bank holding company.

   COMPETITION

     The Company faces substantial competition both in attracting deposits and
in originating loans.

     Competition in originating loans comes generally from other thrift
institutions, commercial banks, credit unions, finance companies, insurance
companies, other institutional lenders and mortgage companies. The Company
competes for loans principally on the basis of interest rates and loan fees, the
types of loans originated, service and geographic location.

     In attracting deposits, the Company's primary competitors are other savings
banks, commercial banks and co-operative banks, credit unions, and mutual funds.
Other competition for deposits comes from government securities as investments.
The Company's attraction and retention of deposits depends on its ability to
provide investment opportunities that satisfy the requirements of investors with
respect to rate of return, liquidity, risk and other factors. The Company
attracts a significant amount of its deposits from the communities in which its
offices are located, and, accordingly, competition for these deposits comes
principally from other thrift institutions and commercial banks located in the
same geographic areas. The Company competes for these deposits by attempting to
offer competitive rates, convenient branch locations, and convenient business
hours and by attempting to build an active, civic-spirited image in these
communities.

     Financial institutions that are not now located within the Company's market
area may find entry in the Company's market area attractive. Such entry could
have an adverse effect on the Company's growth or profitability. The Company's
potential competitors may have substantially greater financial and other
resources than the Company. In addition, increased competition for deposits has
had an impact on the rates which the Company pays on certificates of deposit.


<PAGE>

EMPLOYEES

     As of December 31, 1999, the Bank had 180 full-time employees, consisting
of 32 full-time officers and 148 full-time non-officers, as well as 58 part-time
employees. None of the Company's employees is represented by a union or other
labor organization. The Company provides its employees with a comprehensive
range of employee benefit programs. Management believes that its employee
relations are good.


<PAGE>

ITEM 2. PROPERTIES.

     The following table sets forth certain information relating to real estate
owned or leased by the Company at December 31, 1999.



<TABLE>
<CAPTION>
                                                                                   Original   Lease
                                                         Year          Owned       Lease      Renewal
                                                         Opened      or Leased     Term       Option
                                                         ------      ---------     ----       ------
<S>                                                       <C>          <C>      <C>         <C>
Main Office:
      533 Washington St.
      Abington, MA  02351                                 1929          Owned        --           --

Branches:
    609 Belmont Street
    Brockton, MA  02301                                   1999         Leased    5 years    2-5 years

    319 Monponsett Street
    Halifax, MA  02338                                    1975          Owned         --          --

    584 Washington St.
    Whitman, MA  02382                                    1992          Owned         --          --

    157 Summer Street
    Kingston, MA  02364                                   1995         Leased   20 years     10 years

    175 Center Street
    Pembroke, MA  02359                                   1992          Owned         --          --

    523 Nantasket Ave.
    Hull, MA  02045                                       1994         Leased   15 years          --

    778 S. Franklin St.
    Holbrook MA  02343                                    1995         Leased   10 years    2-5 years

    739 Chief Justice Cushing Way
    Cohasset, MA  02025                                   1997         Leased    5 years    2-5 years

    121 Memorial Parkway
    Randolph, MA  02368                                   1998         Leased    5 years    2-5 years

    430 Liberty Street
    Hanson, MA  02341                                     1998         Leased    5 years    2-5 years

 Mortgage Offices:
    1115 West Chestnut Street
    Suite No. 202
    Brockton, MA  02301                                   1998         Leased    5 years          --

    850 Southbridge Street
    Auburn, MA  01501                                     1996         Leased    2 years          --

    401 Columbia Street
    Fall River, MA  02721                                 1996         Leased    1 month          --

</TABLE>


<PAGE>

<TABLE>

<S>                                                       <C>          <C>        <C>       <C>
    102-B 34 Main Street Extension
    Plymouth, MA  02360                                   1995         Leased           -          -

Operation Center/Corporate Office
    536 Washington St.
    Abington, MA  02351                                   1989          Owned           -          -

Administrative Offices:
    538 Bedford St.
    Abington, MA  02351                                   1995         Leased     2 Years   18 months

</TABLE>


<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

         The Company is a defendant in various legal matters, none of which is
believed by management to be material to the consolidated financial statements.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.


<PAGE>

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCK HOLDER MATTERS.

     The common stock of the Company is currently listed on the Nasdaq Stock
Market under the symbol "ABBK".

     The table below sets forth the range of high and low sales prices for the
stock of the Company for the quarters indicated. Market quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission, and may
not necessarily represent actual transactions.

     Transactions through January 31, 1997 are for common stock of the Bank.
Transactions after that date are for common stock of the Company.

<TABLE>
<CAPTION>

                                                Price               Dividends
                                         High             Low       Declared
                                         ----             ---       --------
<S>                                   <C>               <C>           <C>
    2000
(through March 3, 2000                $11 3/4           $  9 5/8      $  -

   1999

4th quarter                            13                 10 11/16    $.05
3rd quarter                            13 3/4             12 1/16     $.05
2nd quarter                            14 3/4             13 1/4      $.05
1st quarter                            15 1/8             12 3/4      $.20

   1998

4th quarter                            17                 12          $.05
3rd quarter                            19 1/2             12  1/2     $.05
2nd quarter                            22 3/4             17  1/2     $.05
1st quarter                            22 1/2             18   3/4    $.15

   1997

4th quarter                            23 1/2             15  5/8     $.05
3rd quarter                            17                 12  3/4     $.05
2nd quarter                            13                 10  1/4     $.05
1st quarter                            11 5/8             9  1/4      $.05

</TABLE>

     As of March 3, 2000, the Company had approximately 779 stockholders of
record who held 3,027,300 outstanding shares of the Company's Common Stock. The
number of stockholders indicated does not reflect the number of persons or
entities who hold their common stock in nominee or "street" name through various
brokerage firms. If all of such persons are included, the Company believes that
there are approximately 1,296 beneficial owners of the Company's common stock.


<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

     Information required by Item 6 of this Form is incorporated by reference
herein from the section of the Company's Annual Report entitled "Financial
Highlights."

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     Information required by Item 7 of this Form is incorporated by reference
herein from the section of the Company's Annual Report entitled "Management's
Discussion and Analysis". Certain Guide 3 information which is required by Item
7 is included in Item 1 of this Report.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     Information required by Item 7A of this Form is incorporated by reference
herein from the section of the Company's Annual Report entitled "Management's
Discussion and Analysis."

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Information required by Item 8 of this Form is incorporated by reference
from the sections of the Company's Annual Report entitled:

Report of Independent Public Accountants

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders' Equity

Consolidated Statements of Comprehensive Income

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS OR ACCOUNTING AND
FINANCIAL DISCLOSURE.

     None.


<PAGE>

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information required by Item 10 of this Form is incorporated by reference
herein from the Company's Proxy Statement relating to the 1999 Annual Meeting of
Stockholders of the Company.

ITEM 11. EXECUTIVE COMPENSATION

     Information required by Item 11 of this Form is incorporated by reference
herein from the Company's Proxy Statement relating to the 2000 Annual Meeting of
Stockholders of the Company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Information required by Item 12 of this Form is incorporated by reference
herein from the Company's Proxy Statement relating to the 2000 Annual Meeting of
Stockholders of the Company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Information required by Item 13 of this Form is incorporated by reference
herein from the Company's Proxy Statement related to the 2000 Annual Meeting of
Stockholders of the Company.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a) Contents

          1) Financial Statements. See Part II Item 8 of this Report.

          2) Financial Statement Schedules. All financial statement schedules
have been omitted because they are not applicable, the data is not significant
or the required information is shown elsewhere in this report.


<PAGE>

          3) Exhibits

                   2.1         Plan of Reorganization and Acquisition dated as
                               of October 15, 1996 between the Company and
                               Abington Savings Bank incorporated by reference
                               to the Company's Registration Statement on Form
                               8-A, effective January 13, 1997.

                   3.1         Articles of Organization of the Company
                               incorporated by reference to the Company's
                               Registration Statement on Form 8-A, effective
                               January 13, 1997.

                   3.2         By-Laws of the Company, incorporated by reference
                               to the Company's Registration Statement on Form
                               8-A, effective January 13, 1997.

                   4.1         Specimen stock certificate for the Company's
                               Common Stock incorporated by reference to the
                               Company's Registration Statement on Form 8-A,
                               effective January 31, 1997.

                   4.2         Form of Indenture between Abington Bancorp, Inc.
                               and State Street Bank and Trust Company
                               incorporated by reference to Exhibit 4.1 of the
                               Registration Statement on Form S-2 of the Company
                               and Abington Bancorp Capital Trust, filed on May
                               12, 1998.

                   4.3         Form of Junior Subordinated Debenture
                               incorporated by reference to Exhibit 4.2 of the
                               Registration Statement on Form S-2 of the Company
                               and Abington Bancorp Capital Trust, filed on May
                               12, 1998.

                   4.4         Form of Amended and Restated Trust Agreement by
                               and among the Company, State Street Bank and
                               Trust Company, Wilmington Trust Company and the
                               Administrative Trustees of the Trust incorporated
                               by reference to Exhibit 4.4 of the Registration
                               Statement on Form S-2 of the Company and Abington
                               Bancorp Capital Trust, filed on May 12, 1998.

                   4.5         Form of Preferred Securities Guarantee Agreement
                               by and between the Company and State Street Bank
                               and Trust Company incorporated by reference to
                               Exhibit 4.6 of the Registration Statement on Form
                               S-2 of the Company and Abington Bancorp Capital
                               Trust, filed on May 12, 1998.

                   *10.1       (a) Amended and Restated Special Termination
                               Agreement dated as of January 1997 among the
                               Company, the Bank and James P. McDonough
                               incorporated by reference to the Company's Annual
                               Report on Form 10-K for the year ended December
                               31, 1996 filed on March 31, 1997.

                   *(b)        Amendment to Amended and Restated Special
                               Termination Agreement, dated as of July 1, 1997
                               among the Company, the Bank and James P.
                               McDonough, incorporated by reference to the
                               Company's quarterly report on Form 10-Q for the
                               second quarter of 1997, filed on August 13, 1997.

                   *10.2       Special Termination Agreement dated as of
                               November 2, 1998 among the Company, the Bank and
                               Kevin M. Tierney, incorporated by reference to
                               the Company's quarterly report on Form 10-Q for
                               the third quarter of 1998, filed on November 12,
                               1998.

                   *10.3       Special Termination Agreement dated as of May 28,
                               1998 among the Company, the Bank and John R.
                               Sylva, incorporated by reference to the Company's
                               quarterly report on Form 10-Q for the second
                               quarter of 1998, filed on August 10, 1998.

                   *10.4       (a) Amended and Restated Special Termination
                               Agreement dated as of January 31, 1997 among the
                               Company, the Bank and Mario A. Berlinghieri
                               incorporated by


<PAGE>

                               reference to the Company's Annual Report for the
                               year ended December 31, 1996 on Form 10-K filed
                               on March 31, 1997.

                               (b) Amendment to Amended and Restated Special
                               Termination Agreement, dated as of July 1, 1997
                               among the Company, the Bank and Mario A.
                               Berlinghieri, incorporated by reference to the
                               Company's quarterly report on Form 10-Q for the
                               second quarter of 1997, filed on August 13, 1997.

                               (c) Amendment No. 2 to Amended and Restated
                               Special Termination Agreement, dated as of
                               April 16, 1998, by and among the Company, the
                               Bank and Mario A. Berlinghieri, incorporated by
                               reference to the Company's quarterly report on
                               Form 10-Q for the first quarter of 1998, filed
                               on May 8, 1998.

                   *10.5       Abington Bancorp, Inc. Incentive and Nonqualified
                               Stock Option Plan, as amended and restated to
                               reflect holding company formation incorporated by
                               reference to the Company's Annual Report for the
                               year ended December 31, 1996 on Form 10-K filed
                               on March 31, 1997.

                   *10.6       Senior Management Incentive Plan, filed herewith.

                   *10.7       Revised Long Term Performance Incentive Plan
                               dated January 2000, filed herewith.

                   10.8        (a) Lease for office space located at 538 Bedford
                               Street, Abington, Massachusetts ("lease"), used
                               for the Bank's principal and administrative
                               offices dated January 1, 1996 incorporated by
                               reference to the Company's Annual Report for the
                               year ended December 31, 1996 on Form 10-K filed
                               on March 31, 1997. Northeast Terminal Associates,
                               Limited owns the property. Dennis E. Barry and
                               Joseph L. Barry, Jr., who beneficially own more
                               than 5% of the Company's Common Stock, are the
                               principal beneficial owners of Northeast Terminal
                               Associates, Limited.

                               (b) Amendment to Lease dated December 31, 1997,
                               incorporated by reference to the Company's Annual
                               Report for the year ended December 31, 1997 on
                               Form 10-K filed on March 25, 1998.

                   10.9        Dividend Reinvestment and Stock Purchase Plan is
                               incorporated by reference herein to the Company's
                               Registration Statement on Form S-3, effective
                               January 31, 1997.

                   *10.10      Abington Bancorp, Inc. 1997 Incentive and
                               Nonqualified Stock Option Plan, incorporated by
                               reference herein to Appendix A to the Company's
                               proxy statement relating to its special meeting
                               in lieu of annual meeting held on June 17, 1997,
                               filed with the Commission on April 29, 1997.

                   *10.11      (a) Special Termination Agreement dated as of
                               July 1, 1997 among the Company, the Bank and
                               Robert M. Lallo, incorporated by reference to the
                               Company's quarterly report on Form 10-Q for the
                               second quarter of 1997, filed on August 13, 1997.

                               (b) Amendment No. 1 to Special Termination
                               Agreement, dated April 16, 1998, by and among
                               the Company, the Bank and Robert M. Lallo,
                               incorporated by reference to the Company's
                               quarterly report on Form 10-Q for the first
                               quarter of 1998, filed on May 8, 1998.

                   *10.12      Merger Severance Benefit Program dated as of
                               August 28, 1997, incorporated by reference to the
                               Company's Quarterly Report on Form 10-Q for the
                               third quarter of 1997, filed on November 15,
                               1997.


<PAGE>

                   *10.13      Supplemental Executive Retirement Agreement
                               between the Bank and James P. McDonough dated as
                               of March 26, 1998, incorporated by reference to
                               the Company's quarterly report on Form 10-Q for
                               the first quarter of 1998, filed on May 8, 1998.

                   *10.14      Deferred Stock Compensation Plan for Directors,
                               effective July 1, 1998 incorporated by reference
                               to Appendix A to the Company's proxy statement
                               (schedule 14A) for its 1998 Annual Meeting, filed
                               with the Commission on April 13, 1998.

                   *10.15      Special Termination Agreement dated as of
                               February 7, 2000 among the Company, the Bank and
                               Jack B. Meehl, filed herewith.

                   11.1        A statement regarding the computation of earnings
                               per share is included in Item 8 of this Report.

                   13.1        Annual Report to Stockholders for the Year Ended
                               December 31, 1999 which is furnished for the
                               information of the Securities and Exchange
                               Commission only and is not deemed to be "filed"
                               as part of this Report except to the extent
                               expressly incorporated by reference herein.

                   21.1        Subsidiaries of the Company.

                   23.1        Consent of Accountants.

                   24.1        Power of Attorney is included on signature page

                   27.1        Financial Data Schedule, December 31, 1999

 (b) Reports on Form 8-K.

          The Company filed no reports on Form 8-K during the fourth quarter of
1999.

--------

*    Management contract or compensatory plan or arrangement.


<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Company has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                               ABINGTON BANCORP, INC.

Date:  March 23, 2000

                                               By: /s/ James P. McDonough
                                                   ----------------------------
                                               James P. McDonough
                                               President and Chief Executive
                                               Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints James P. McDonough, his true and lawful
attorney-in-fact and agent with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Form 10-K, and to file the same,
will all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
which he may deem necessary or advisable to be done in connection with this Form
10-K, as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or any
substitute may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
behalf of the Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

              NAME                                        TITLE                                  DATE
              ----                                        -----                                  ----
<S>                                              <C>                                            <C>

/s/ James P. McDonough                           President and                                  March 23, 2000
------------------------                         Chief Executive Officer;
James P. McDonough                               Director (Principal
                                                 Executive Officer)

/s/ Robert M. Lallo                              Chief Financial Officer & Treasurer            March 23, 2000
------------------------                         (Principal Financial Officer)
Robert M. Lallo


/s/ Bruce G. Atwood                              Director                                       March 23, 2000
------------------------
Bruce G. Atwood


/s/ William F. Borhek                            Director                                       March 23, 2000
------------------------
William F. Borhek

</TABLE>


<PAGE>

<TABLE>

<S>                                              <C>                                            <C>

/s/ Ralph B. Carver, Jr.                         Director                                       March 23, 2000
------------------------
Ralph B. Carver, Jr.


/s/ Joel S. Geller
-------------------------                        Director                                       March 23, 2000
Joel S. Geller


/s/ Rodney D. Henrikson
------------------------                         Director                                       March 23, 2000
Rodney D. Henrikson


/s/ A. Stanley Littlefield
------------------------                         Director                                       March 23, 2000
A. Stanley Littlefield


/s/ Jay Timothy Noonan
------------------------                         Director                                       March 23, 2000
Jay Timothy Noonan


/s/ Gordon N. Sanderson
------------------------                         Director                                       March 23, 2000
Gordon N. Sanderson


/s/ James J. Slattery
------------------------                         Director                                       March 23, 2000
James J. Slattery


/s/ Wayne P. Smith
------------------------                         Director                                       March 23, 2000
Wayne P. Smith

</TABLE>


<PAGE>

                                INDEX TO EXHIBITS

                   2.1         Plan of Reorganization and Acquisition dated as
                               of October 15, 1996 between the Company and
                               Abington Savings Bank incorporated by reference
                               to the Company's Registration Statement on Form
                               8-A, effective January 13, 1997.

                   3.1         Articles of Organization of the Company
                               incorporated by reference to the Company's
                               Registration Statement on Form 8-A, effective
                               January 13, 1997.

                   3.2         By-Laws of the Company, incorporated by reference
                               to the Company's Registration Statement on Form
                               8-A, effective January 13, 1997.

                   4.1         Specimen stock certificate for the Company's
                               Common Stock incorporated by reference to the
                               Company's Registration Statement on Form 8-A,
                               effective January 31, 1997.

                   4.2         Form of Indenture between Abington Bancorp, Inc.
                               and State Street Bank and Trust Company
                               incorporated by reference to Exhibit 4.1 of the
                               Registration Statement on Form S-2 of the Company
                               and Abington Bancorp Capital Trust, filed on May
                               12, 1998.

                   4.3         Form of Junior Subordinated Debenture
                               incorporated by reference to Exhibit 4.2 of the
                               Registration Statement on Form S-2 of the Company
                               and Abington Bancorp Capital Trust, filed on May
                               12, 1998.

                   4.4         Form of Amended and Restated Trust Agreement by
                               and among the Company, State Street Bank and
                               Trust Company, Wilmington Trust Company and the
                               Administrative Trustees of the Trust incorporated
                               by reference to Exhibit 4.4 of the Registration
                               Statement on Form S-2 of the Company and Abington
                               Bancorp Capital Trust, filed on May 12, 1998.

                   4.5         Form of Preferred Securities Guarantee Agreement
                               by and between the Company and State Street Bank
                               and Trust Company incorporated by reference to
                               Exhibit 4.6 of the Registration Statement on Form
                               S-2 of the Company and Abington Bancorp Capital
                               Trust, filed on May 12, 1998.

                   *10.1       (a) Amended and Restated Special Termination
                               Agreement dated as of January 31, 1997 among the
                               Company, the Bank and James P. McDonough
                               incorporated by reference to the Company's Annual
                               Report on Form 10-K for the year ended December
                               31, 1996 filed on March 31, 1997.

                               *(b) Amendment to Amended and Restated Special
                               Termination Agreement, dated as of July 1, 1997
                               among the Company, the Bank and James P.
                               McDonough, incorporated by reference to the
                               Company's quarterly report on Form 10-Q for the
                               second quarter of 1997, filed on August 13, 1997.

                   *10.2       Special Termination Agreement dated as of
                               November 2, 1998 among the Company, the Bank and
                               Kevin M. Tierney, incorporated by reference to
                               the Company's quarterly report on Form 10-Q for
                               the third quarter of 1998, filed on November 12,
                               1998.

                   *10.3       Special Termination Agreement dated as of May 28,
                               1998 among the Company, the Bank and John R.
                               Sylva, incorporated by reference to the Company's
                               quarterly report on Form 10-Q for the second
                               quarter of 1998, filed on August 10, 1998.

                   *10.4       (a) Amended and Restated Special Termination
                               Agreement dated as of January 31,


<PAGE>

                               1997 among the Company, the Bank and Mario A.
                               Berlinghieri incorporated by reference to the
                               Company's Annual Report for the year ended
                               December 31, 1996 on Form 10-K filed on March 31,
                               1997.

                               (b) Amendment to Amended and Restated Special
                               Termination Agreement, dated as of July 1, 1997
                               among the Company, the Bank and Mario A.
                               Berlinghieri, incorporated by reference to the
                               Company's quarterly report on Form 10-Q for the
                               second quarter of 1997, filed on August 13, 1997.

                               (c) Amendment No. 2 to Amended and Restated
                               Special Termination Agreement, dated as of April
                               16, 1998, by and among the Company, the Bank and
                               Mario A. Berlinghieri, incorporated by reference
                               to the Company's quarterly report on form 10-Q
                               for the first quarter of 1998, filed on May 8,
                               1998.

                   *10.5       Abington Bancorp, Inc. Incentive and Nonqualified
                               Stock Option Plan, as amended and restated to
                               reflect holding company formation incorporated by
                               reference to the Company's Annual Report for the
                               year ended December 31, 1996 on Form 10-K filed
                               on March 31, 1997.

                   *10.6       Senior Management Incentive Plan, filed herewith.

                   *10.7       Revised Long Term Performance Incentive Plan
                               dated January 2000, filed herewith.

                   10.8        (a) Lease for office space located at 538 Bedford
                               Street, Abington, Massachusetts ("Lease"), used
                               for the Bank's principal and administrative
                               offices dated January 1, 1996 incorporated by
                               reference to the Company's Annual Report for the
                               year ended December 31, 1996 on Form 10-K filed
                               on March 31, 1997. Northeast Terminal Associates,
                               Limited owns the property. Dennis E. Barry and
                               Joseph L. Barry, Jr., who beneficially own more
                               than 5% of the Company's Common Stock, are the
                               principal beneficial owners of Northeast Terminal
                               Associates, Limited.

                               (b) Amendment to Lease dated December 31, 1997,
                               incorporated by reference to the Company's Annual
                               Report for the year ended December 31, 1997 on
                               Form 10-K filed on March 25, 1998.

                   10.9        Dividend Reinvestment and Stock Purchase Plan is
                               incorporated by reference herein to the Company's
                               Registration Statement on Form S-3, effective
                               January 31, 1997.

                   *10.10      Abington Bancorp, Inc. 1997 Incentive and
                               Nonqualified Stock Option Plan, incorporated by
                               reference herein to Appendix A to the Company's
                               proxy statement relating to its special meeting
                               in lieu of annual meeting held on June 17, 1997,
                               filed with the Commission on April 29, 1997.

                   *10.11      (a) Special Termination Agreement dated as of
                               July 1, 1997 among the Company, the Bank and
                               Robert M. Lallo, incorporated by reference to the
                               Company's quarterly report on Form 10-Q for the
                               second quarter of 1997, filed on August 13, 1997.

                               (b) Amendment No. 1 to Special Termination
                               Agreement, dated as of April 16, 1998, by and
                               among the Company, the Bank and Robert M. Lallo,
                               incorporated by reference to the Company's
                               quarterly report on Form 10-Q for the first
                               quarter of 1998, filed on May 8, 1998.

                   *10.12      Merger Severance Benefit Program dated as of
                               August 28, 1997, incorporated by reference to the
                               Company's Quarterly Report on Form 10-Q for the
                               third quarter of


<PAGE>

                               1997, filed on November 15, 1997.

                   *10.13      Supplemental Executive Retirement Agreement
                               between the Bank and James P. McDonough dated as
                               of March 26, 1998, incorporated by reference to
                               the Company's quarterly report on Form 10-Q for
                               the first quarter of 1998, filed on May 8, 1998.

                   *10.14      Deferred Stock Compensation Plan for Directors,
                               effective July 1, 1998 incorporated by reference
                               to Appendix A to the Company's proxy statement
                               (schedule 14A) for its 1998 Annual Meeting, filed
                               with the Commission on April 13, 1998.

                   *10.15      Special Termination Agreement dated as of
                               February 7, 2000 among the Company, the Bank and
                               Jack B. Meehl, filed herewith.

                   11.1        A statement regarding the computation of earnings
                               per share is included in Item 8 of this Report.

                   13.1        Annual Report to Stockholders for the Year Ended
                               December 31, 1999 which is furnished for the
                               information of the Securities and Exchange
                               Commission only and is not deemed to be "filed"
                               as part of this Report except to the extent
                               expressly incorporated by reference herein.

                   21.1        Subsidiaries of the Company.

                   23.1        Consent of Accountants.

                   24.1        Power of Attorney is included on signature page.

                   27.1        Financial Data Schedule, December 31, 1999

     --------------------
     *  Management contract or compensatory plan or arrangement.