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                             ABINGTON SAVINGS BANK


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                                    LONG TERM

                             PERFORMANCE INCENTIVE

                                      PLAN


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                      LONG TERM PERFORMANCE INCENTIVE PLAN

Purpose:

To incent Executive Management and members of the Board of Directors to build
long-term shareholder value. Specifically, to encourage focus on the price of
the company's stock.

Type:

The bank's Long Term Performance  Incentive Plan which provides for the granting
of stock options of the bank's Common Stock to Executive  Management and members
of the Board of Directors. The program would incorporate Incentive Stock Options
(ISO's) (1) as well as  Non-Qualified  Stock Options  (NSO's) (2) for management
while using NSO's for non-employee directors.  The options granted will be based
upon the achievement of the annual business plan.

     (1)  Incentive Stock Options: Options granted pursuant to the plan which
          qualify under Section 422 of the Internal Revenue Code. The aggregate
          fair market value (determined as of the date of grant) of stock
          covered by incentive stock options which become exercisable for the
          first time in any calendar year may not exceed $100,000. In general,
          an optionee will not be deemed to receive taxable income upon grant to
          exercise of an incentive stock option, and any gain realized at the
          time of sale of shares acquired upon exercise of an incentive stock
          option will be treated as capital gain, provided that such shares are
          held by the optionee for at least one year after the date of exercise
          and two years after the date of grant. ISO's are only available for
          employees of the Bank.

     (2)  Non-Qualified Stock Options: Options in which an optionee will be
          deemed to receive taxable income at ordinary income rates upon
          exercise of a non-qualified stock option in an amount equal to the
          difference between the exercise price and the fair market value of the
          Common Stock on the date of exercise.
Participants:

Position                                             Annual Grant (Shares) *
--------                                             -----------------------
Board of Directors                                          8,250
CEO                                                         5,000
Exec Vice President                                         4,000
Division Head (3,000 each)                                  6,000
                                                            -----
                                                            23,250

* In the  unlikely  event  that the  number of shares  needed to meet the annual
grant are not available options will be granted on a pro-rata basis.


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Mechanics:

     *    Generally, bank performance will be determined and options will be
          granted by the end of February following the plan year end.

     *    The holder shall have the right to exercise the option in whole or in
          part at any time until the option expires ten years for the grant
          date.

     *    The exercise price would be a minimum of the fair market value of the
          day of the grant (February Board of Directors meeting)

     *    The options would become exercisable after a specific stock trading
          price target is met.

     *    All options become exercisable in full upon a change in control of the
          company even if the stock price target is not met.

     *    All options with delayed vesting would fully vest at the end of year
          nine, even if none of the targets are met. This provision is required
          to avoid unnecessary financial statement charges for compensation.

     *    The options is forfeited in accordance to the terms as outlined in the
          particular Stock Option Agreement.

Exercise of Option:

     *    The options would become exercisable after the fair market value per
          share of the company's common stock exceeds 120% of the grant price
          for a period of thirty (30) consecutive business days (determined as
          the average of the daily closing prices per share as reported on the
          NASDAQ/National Market System for such period).

     *    The maximum amount of options which can become exercisable in one year
          will be limited to $100,000., based on the grant price. In the event
          of a change in control of the company all options in the plan become
          fully vested and exercisable.

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Administration:

     *    Plan will be administered by the Vice President of Human Resources
          under the direction of the Compensation Committee.

     *    Participants who join the organization prior to July first may be
          eligible to participate in the program with the approval of the
          Compensation Committee (on a pro-rata basis).

     *    An eligible participant must be an Officer or Board Member of the
          company at the time the options are awarded in order to receive a
          grant.

     *    Options granted shall be subject to the conditions as outlined in the
          particular Stock Option Agreement.

Additional Grants:

Additional  grants may be made for such events as acquisitions,  asset purchase,
etc. as these goals are accomplished for incentive purposes.