<PAGE>


                                FORM 10-K/A NO. 2

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

<TABLE>
<S>                                                             <C>
              For the Fiscal Year Ended                             Commission File Number
                  December 31, 2001                                        0-16018
          ----------------------------------                    --------------------------------

                                                  Abington Bancorp, Inc.
       -------------------------------------------------------------------------------------------------------------
                                  (Exact Name of registrant as specified in its charter)

                         Massachusetts                                      04-3334127
        ---------------------------------------------          -----------------------------------
        (State or other jurisdiction of incorporation)         (I.R.S. Employer Identification No.)

                    536 Washington Street
                   Abington, Massachusetts                                     02351
        ---------------------------------------------          -----------------------------------
           (Address of principal executive offices)                          (Zip Code)
</TABLE>

                  Registrant's telephone number: (781) 982-3200
------------------------------------------------------------------------------

           Securities registered pursuant to Section 12(b) of the Act:
                                      NONE

           Securities registered pursuant to Section 12(g) of the Act:

<TABLE>
<S>                                                        <C>
                                                                       Name of Each Exchange
                Title of Each Class                                     On Which Registered
-------------------------------------------------          -------------------------------------------
            Common Stock, $.10 par value                               Nasdaq National Market
</TABLE>

         Indicate by check mark whether the Registrant (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 that 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 Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |_|

         The aggregate market value of the voting stock held by non-affiliates
of the Registrant, based on the closing price of the Common Stock on February
28, 2002 as reported by the Nasdaq National Market, was approximately
$49,739,578.

         As of February 28, 2002, the Registrant had outstanding 3,184,352
shares of Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

        THE FOLLOWING ITEMS ARE INCLUDED HEREIN: ITEMS 10, 11, 12 AND 13


<PAGE>


EXPLANATION FOR THIS AMENDMENT:

         The Annual Report on Form 10-K of Abington Bancorp, Inc. (the
"Company") for the Company's fiscal year ended December 31, 2001 (the "2001 Form
10-K") is being amended hereby to include the items and exhibits listed below:

<TABLE>
<CAPTION>
         ITEM              DESCRIPTION
         ----              -----------
         <S>               <C>
         Item 10.          Directors and Executive Officers of the Registrant
         Item 11.          Executive Compensation
         Item 12.          Security Ownership of Certain Beneficial Owners and Management
         Item 13.          Certain Relationships and Related Transactions
</TABLE>

         The Company's 2001 Form 10-K, as originally filed with the Securities
and Exchange Commission (the "Commission") on March 19, 2002, incorporated into
such form the information required by Items 10, 11, 12 and 13 of Form 10-K by
reference to the Company's Definitive Proxy Statement for its 2002 Annual
Meeting of Stockholders (the "Proxy Statement"). The Proxy Statement will not be
filed with the Commission within 120 days of the close of the Company's fiscal
year ended December 31, 2001. Accordingly, the 2001 Form 10-K is being amended
hereby to include the information that was originally expected to be
incorporated by reference.

THE AMENDMENT:

         Items 10, 11, 12 and 13 in Part III of the 2001 Form 10-K are hereby
amended by deleting the texts thereof in their entirety and substituting
therefor the following:


ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

INFORMATION REGARDING NOMINEES AND DIRECTORS

         The following table sets forth certain information (as of April 16,
2002) regarding the current Directors and the nominees for Director of the
Company:

<TABLE>
<CAPTION>
                                                                     DIRECTOR           TERM AS DIRECTOR WILL
               NAME                                AGE                SINCE*                    EXPIRE
               --------------------            ------------        --------------       -----------------------
<S>            <C>                             <C>                 <C>                  <C>
               Bruce G. Atwood                     64                  1978                      2004
               William F. Borhek                   63                  1980                      2003
               Ann Carter                          45                  2002                      2003
               Ralph B. Carver, Jr.                74                  1980                      2004
               Joel S. Geller                      61                  1982                      2004
               Rodney D. Henrikson                 66                  1973                      2003
               A. Stanley Littlefield              76                  1985                      2003
          **   James P. McDonough                  51                  1990                      2002
          **   Gordon N. Sanderson                 68                  1985                      2002
               Laura J. Sen                        45                  2001                      2004
               James J. Slattery                   66                  1973                      2002
          **   Wayne P. Smith                      63                  1973                      2002
          **   Jeffrey Stone                       45
</TABLE>
------------
*  Includes (where applicable) service as a trustee of Abington Savings Bank
   (the "Bank") prior to its conversion from mutual to stock form in 1986 (the
   "Conversion") and as director of the Bank from the date of the Conversion to
   the establishment of the Company as the holding company of the Bank on
   January 31, 1997. All Directors of the Company are also Directors of the
   Bank.

** Nominees for Director.

                                      -2-
<PAGE>

         The principal occupation and business experience during at least the
last five years of each Director and nominee is as follows:

         BRUCE G. ATWOOD has been Vice President-Operations and Treasurer of
Hyer Industries, Inc., a manufacturer of industrial scales, since 1978.

         WILLIAM F. BORHEK has been President of Wm. F. Borhek Insurance Agency,
Inc., a general insurance agency, since 1964.

         ANN CARTER has been Executive Vice President and Chief Operating
Officer of The Rasky/Baerlein Group, a Boston-based full-service communication
firm, since 1997. From 1994 until 1997, she was Senior Vice President and
Director of client service. Prior to joining The Rasky/Baerlein Group in 1994,
she was a Vice President at Winthrop Financial Associates, a real estate
investment and management company, for ten years.

         RALPH B. CARVER, JR. has been retired since 2000. Prior to that time,
he was operator since 1964 and owner since 1987 of Transport Properties Trust
and President, Treasurer and a director of Den-Lea Rental, Inc., a truck leasing
company, from 1979 until 1999.

         JOEL S. GELLER has been a partner in Wein-Gell Associates, an
investment firm, since 1969. Until February 2000, he was the owner-manager and a
director of Abington Liquors Corp., a retail liquor store.

         RODNEY D. HENRIKSON has been Treasurer of Henrikson Realty Corp., a
real estate company, since 1974 and President since 1997. He was Treasurer of
Henrikson's Dairy, Inc., a food processing and distribution company, from 1974
through 1984 and President from 1984 through 1986.

         A. STANLEY LITTLEFIELD is an attorney in private practice in Abington,
Massachusetts. He was formerly District Attorney of Plymouth County.

         JAMES P. MCDONOUGH has been President and Chief Executive Officer of
the Company since its incorporation on October 15, 1996. Mr. McDonough has also
served as President and Chief Executive Officer of the Bank since August 1991.
Previously, he served as President and Chief Operating Officer of the Bank from
November 1990 to August 1991 and Senior Vice President-Lending of the Bank from
December 1987 to November 1990. Mr. McDonough was also Vice President-Regional
Manager of GEM Mortgage Corporation of North America from 1983 to 1987. Mr.
McDonough is a graduate of Massasoit Community College and Boston State College.

         GORDON N. SANDERSON has been retired since 1991. From 1970 to 1991, he
was Vice President-Sales of B & W Press, Inc., a specialty printing company.

         LAURA J. SEN has been Executive Vice President, Merchandise for BJ's
Wholesale Club since 1997. She was Vice President, Logistics from 1989 to 1993
and Senior Vice President, General Merchandise from 1993 to 1997.

         JAMES J. SLATTERY has been President of J. H. Slattery Insurance
Agency, Inc., Abington, Massachusetts, an independent insurance agency, since
1958.

         WAYNE P. SMITH is Treasurer and a director of Suburban Enterprises
Inc., Abington, Massachusetts, a sales and marketing firm.

         JEFFREY STONE has served as the President and Chief Executive Officer
of Tweeter, Inc. since January 2000, as Chief Operating Officer from 1990 to
2000 and as a Director of Tweeter since 1990. From 1987 to 1990, Mr. Stone
served as the Executive Vice President of Bread & Circus, a specialty natural
foods supermarket chain, and from 1983 to 1987 as Vice President of Human
Resources and Training for Scandinavian Design, a specialty furniture retailer.

                                      -3-
<PAGE>

EXECUTIVE OFFICERS

         The names and ages of all executive officers of the Company and the
Bank as of April 16, 2002 and the principal occupation and business experience
during at least the last five years for each are set forth below:

         JAMES P. MCDONOUGH. For biographical information concerning Mr.
McDonough, see "Election of Directors - Information Regarding Directors and
Nominees" above.

         KEVIN M. TIERNEY, SR. has been Vice President of the Company since June
1999, Executive Vice President of the Bank since November 1998 and Chief
Operating Officer of the Bank since May 2000. Prior to November 1998, he served
as Executive Vice President/General Manager for the Consumer Network Services
Division of Electronic Data Services, Inc., overseeing all operations for the
Division from October 1997 to November 1998. From 1986 to October 1997, Mr.
Tierney served as a Senior Vice President of Retail Banking and Operations for
Salem Five Cents Savings Bank. Prior to that, from 1983 to 1986, he served as
Regional Business Manager for the Electronic Financial Services Division of
Automatic Data Processing. Mr. Tierney is 42 years old.

         ROBERT M. LALLO has been Chief Financial Officer of the Company and
Executive Vice President of the Bank since May 2000 and Treasurer of the Company
and the Bank and Chief Financial Officer of the Bank since June 1997. From June
1997 until May 2000, he was Senior Vice President of the Bank. From October 1993
until June 1997, he served as Vice President and Treasurer of the Bank. Prior to
joining the Bank in 1993, Mr. Lallo held various positions with Arthur Andersen
LLP, including Audit Manager, from July 1986 to October 1993. Mr. Lallo is a
graduate of Boston College with degrees in both Accounting and Finance and is a
Certified Public Accountant. Mr. Lallo is 37 years old.

         MARIO A. BERLINGHIERI has been Senior Vice President, Credit Policy and
Administration of the Bank since February 2000. From 1996 until February 2000,
Mr. Berlinghieri served as Senior Vice President, Business Banking Division of
the Bank. Prior to 1996, he served as Program Manager of the Executive Office of
Communities & Development for The Commonwealth of Massachusetts in 1995; Vice
President and Senior Risk Manager of Fleet Bank of Massachusetts in charge of
commercial portfolio approval from 1992 to 1994; and Regional Manager - Boston
Small Business Lending for Bank of New England from 1990 to 1992. Mr.
Berlinghieri is a graduate of Suffolk University with a B.S.B.A. degree in
Banking/Finance and an M.B.A. in Business Administration. Mr. Berlinghieri is 52
years old.

         JACK B. MEEHL, JR. has been Senior Vice President, Business Banking
Division of the Bank since February 2000. Mr. Meehl served as Senior Vice
President and Area Manager for Small Business Services at Fleet National Bank
from 1992 to 1999. From 1971 to 1992 he held various positions at Bank of New
England including Vice President and Team Leader of the Community Lending and
Commercial Real Estate Lending Groups. Mr. Meehl is a graduate of Curry College
with a B.S. degree in Economics. Mr. Meehl is 52 years old.

         CYNTHIA A. MULLIGAN has been Senior Vice President-Consumer Banking
Division of the Bank since September 2000. From September 1998 to September
2000, Ms. Mulligan was the owner of Sales Coaching and Systems, specializing in
executive coaching and sales consulting services and from 1997 to 1998 was
Sales/Manager at Randstad, a human resource staffing and recruiting company. Ms.
Mulligan was employed at Abington Savings Bank as Director of Marketing,
Training and Public Relations, Vice President of Retail Banking, and Director of
Training and Recruiting from September 1992 until February 1997. Ms. Mulligan
has a B.A. degree from Colby College. Ms. Mulligan is 33 years old.

         All executive officers of the Company and the Bank hold office until
the first meeting of the Board of Directors following the annual meeting of
stockholders or special meeting in lieu thereof and until their successors are
chosen and qualified, unless a shorter term is specified in the vote appointing
them. Officers may generally be removed from office by vote of two-thirds of the
Board of Directors.

                                      -4-
<PAGE>

COMPENSATION OF DIRECTORS

         During the year ended December 31, 2001, Directors received $600 for
each Bank Board meeting that they attended as well as an annual fee of $8,000.
Members of the Executive Committee and the Board Loan Committee received an
annual fee of $7,000. Members of the Audit Committee and the Compensation
Committee received an annual fee of $5,000. Members of all other committees
received $600 for each committee meeting that they attended during the year.
Members of the Board who are employees of the Company or the Bank do not receive
these fees. Generally, the Company's Board of Directors meets immediately prior
to or after a Bank Board meeting. In such instances, Directors do not receive
additional fees for attendance at meetings of the Company's Board. Otherwise,
the Directors of the Company receive the same fees they receive for attendance
at a Bank Board meeting.

         Pursuant to the Company's Deferred Stock Compensation Plan,
non-employee Directors of the Company or any of its subsidiaries may elect to
defer payment of compensation for service as a Director. Directors who elect to
defer compensation are awarded stock units ("Stock Units") in lieu of cash
compensation. For each dollar of cash compensation foregone, Directors receive a
fraction of a Stock Unit equal to one divided by $15.75, the fair market value
of the Common Stock calculated as of July 1, 2001. Each Stock Unit represents
one share of the Company's Common Stock. At the current time, no Directors
participate in the Plan.

         In June 2000, the Company adopted a Transition and Retirement Plan for
Directors, which provides for a payment to eligible Directors upon their
retirement from the Board. To be eligible for a payment under the Plan, a
Director must have attained the age of 55 and must have served on the Board of
the Company or the Bank for at least 10 years. Depending on the length of
service, the payment upon retirement would be an amount equal to one to three
times the Director's Board Compensation, defined in the Plan as an amount equal
to the sum of (i) the annual fee paid to Directors for service on the Board and
(ii) the aggregate annual fees payable for attendance at 12 monthly Board
meetings.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES ACT OF 1934

         During 2001, the Company was subject to Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), which requires the
Company's officers and Directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, Directors and greater-than-10% shareholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.

         Based solely on its review of the copies of Forms 3, 4 and 5 furnished
to the Company during and with respect to 2001, or written representations that
no Forms 5 were required, the Company believes that all Section 16(a) filing
requirements applicable to the Company's and the Bank's officers, Directors and
greater-than-10% beneficial owners were complied with during 2001.

                                      -5-
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE

         The following Summary Compensation Table sets forth certain information
regarding compensation paid or accrued by the Company and the Bank with respect
to the Chief Executive Officer and the Company's and the Bank's most highly
compensated officers other than the Chief Executive Officer who served as
officers at the end of fiscal 2001 and whose annual compensation exceeded
$100,000 for fiscal 2001.

<TABLE>
<CAPTION>
                                                                                           LONG TERM             ALL OTHER
                                                      ANNUAL COMPENSATION                 COMPENSATION         COMPENSATION(1)
                                              --------------------------------------    ----------------     -------------------
NAME AND                             FISCAL                                                  OPTION
PRINCIPAL POSITION                   YEAR      SALARY(2)      BONUS(3)      OTHER(4)         GRANTS
------------------                   ------    ---------      --------      --------         -------
<S>                                  <C>       <C>            <C>           <C>              <C>              <C>
James P. McDonough                   2001      $310,690            $   0                      10,000              $21,180
  President and Chief                2000       292,898          116,000                      10,000               12,992
  Executive Officer of the           1999       264,810           89,000                      10,000               14,556
  Company and the Bank

Kevin M. Tierney, Sr.                2001       173,398                0                       8,500              $53,483
  Vice President of the              2000       161,050           54,208                      11,000                5,247
  Company; Executive                 1999       149,999           39,900                           0                6,688
  Vice President and Chief
  Operating Officer of the
  Bank

Robert M. Lallo                      2001       138,318                0                       8,500              $25,949
Chief Financial Officer and          2000       133,184           43,930                      19,000                5,758
  Treasurer of the Company;          1999       102,491           28,689                       7,000                5,689
  Executive Vice President,
  Treasurer and Chief
  Financial Officer of the
  Bank

Jack B. Meehl, Jr.(5)                2001       104,039           17,988                       6,400               $8,967
  Senior Vice President,             2000        89,683           24,749                      10,000                  506
  Business Banking
  Division of the Bank

Cynthia A. Mulligan                  2001       107,190           20,780                           0               $6,039
  Senior Vice President,             2000        31,479            2,000                      10,000
  Consumer Banking Division
  of the Bank
</TABLE>
---------------
(1) Includes life insurance premiums of $2,594, $626, $288, $981 and $187 in
    2001 for Messrs. McDonough, Tierney, Lallo and Meehl and Ms. Mulligan,
    respectively. Also includes allocation of shares of Common Stock to
    employees under the Company's Employee Stock Ownership Plan (the "ESOP").
    The dollar value of the Company's ESOP contributions in 2001 for Messrs.
    McDonough, Tierney, Lallo and Meehl and Ms. Mulligan was $6,819, $1,244,
    $2,116, $625 and $517, respectively. Includes the Company's contribution
    to the 401(k) accounts of Messrs. McDonough, Tierney, Lallo and Meehl and
    Ms. Mulligan the amount of $10,350, $9,613, $8,545, $7,361 and $5,335,
    respectively. For Mr. McDonough, includes $1,417, which represents the
    economic value of term insurance purchased in connection with his
    supplemental executive retirement agreement; because Mr. McDonough's
    supplemental executive retirement agreement provides for a defined
    benefit, does not include amounts accrued by the Bank with respect to his
    agreement See "Supplemental Executive Retirement Agreements." For Messrs.
    Tierney and Lallo, includes $42,000 and

                                      -6-
<PAGE>

    $15,000, respectively, contributed by the Bank to a Trust for the purpose of
    providing a supplemental retirement benefit for Messrs. Tierney and Lallo.
    See "Supplemental Executive Retirement Agreements."

(2) Represents gross salary prior to deduction for employee's voluntary 401(k)
    contribution.

(3) Bonuses are reported for the year they were earned, even if paid in the
    subsequent year.

(4) Perquisites and other personal benefits paid to each officer included in the
    Summary Compensation Table in each instance aggregated less than 10% of the
    total annual salary and bonus set forth in the columns entitled "Salary" and
    "Bonus" for each officer, and accordingly, are omitted from the table as
    permitted by the rules of the Securities and Exchange Commission.

(5) Mr. Meehl joined the Company in February 2000; Ms. Mulligan re-joined the
    Company in September 2000.

                        OPTION GRANTS IN LAST FISCAL YEAR

         The following Option Grants Table sets forth certain information
regarding stock options granted during the fiscal year ended December 31, 2001
by the Company to the executive officers named in the Summary Compensation
Table.

<TABLE>
<CAPTION>
                                                             INDIVIDUAL GRANTS                            POTENTIAL
                                              -------------------------------------------------        REALIZABLE VALUE
                                                                                                          AT ASSUMED
                                                 PERCENT OF                                            ANNUAL RATES OF
                                                TOTAL OPTIONS       EXERCISE                             STOCK PRICE
                                                 GRANTED TO        PRICE PER                           APPRECIATION FOR
                                  OPTIONS       EMPLOYEES IN         SHARE        EXPIRATION           OPTION TERM (2)
             NAME                 GRANTED        FISCAL YEAR       ($/SH)(1)         DATE              5%           10%
             ----                 -------        -----------       ---------      ----------         ------       ------
<S>                               <C>            <C>               <C>            <C>                <C>           <C>
James P. McDonough                10,000          18.22%             $12.91         2/15/11          $81,700       $206,900
Kevin M. Tierney, Sr.              8,500          15.48               12.91         2/15/11           69,445        175,865
Robert M. Lallo                    8,500          15.48               12.91         2/15/11           69,445        175,865
Jack B. Meehl, Jr.                 6,400          11.66               12.91         2/15/11           52,288        132,416
Cynthia A. Mulligan                    0            N/A                 N/A           N/A                N/A            N/A
</TABLE>

---------------
(1) Stock options were granted under the Company's 2000 Stock Option Plan at an
    exercise price equal to the fair market value of the Company's Common Stock
    on the date of the grant. The stock options expire ten years from the date
    of grant.

(2) Amounts reported in these columns represent amounts that may be realized
    upon exercise of the options immediately prior to the expiration of their
    term assuming the specified compounded rates of appreciation of the
    Company's Common Stock over the term of the options. These numbers are
    calculated based on rules promulgated by the Securities and Exchange
    Commission and do not reflect the Company's estimates of future stock price
    growth. Actual gains, if any, on stock option exercises and Common Stock
    holdings are dependent on the timing of such exercise and sale of the shares
    and the future performance of the Company's Common Stock. There can be no
    assurances that the rates of appreciation assumed in this table can be
    achieved or that the amounts shown will be received by the individuals.

                                      -7-
<PAGE>

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES

         The following Fiscal Year-End Option Table sets forth certain
information regarding stock options exercised during the fiscal year ended
December 31, 2001 and stock options held as of December 31, 2001 by the
executive officers named in the Summary Compensation Table.

<TABLE>
<CAPTION>
                                                                                                   VALUE OF UNEXERCISED
                                 SHARES                       NUMBER OF UNEXERCISED                IN-THE-MONEY OPTIONS
                                ACQUIRED                    OPTIONS AT FISCAL YEAR-END            AT FISCAL YEAR-END(1)
                                  ON          VALUE
            NAME               EXERCISE      REALIZED      EXERCISABLE   UNEXERCISABLE         EXERCISABLE     UNEXERCISABLE
            ----               --------      --------      -----------   -------------         -----------     -------------
<S>                            <C>           <C>           <C>           <C>                   <C>             <C>
James P. McDonough               37,500       $511,462        100,000        20,000             $792,175           0
Kevin M. Tierney, Sr.              0              0            39,500          0                  67,556           0
Robert M. Lallo                    0              0            32,900        14,000              142,758           0
Jack B. Meehl, Jr.                 0              0            16,400          0                  53,656           0
Cynthia A. Mulligan                0              0            10,000          0                  45,990           0
</TABLE>

---------------
(1) Value is based on the last sales price of Common Stock of $15.139 on
    December 31, 2001, as reported by The Nasdaq Stock Market National Market
    System, less the applicable option exercise price. These values have not
    been and may never be realized. Actual gains, if any, on exercise will
    depend on the value of the Common Stock on the date of the sale of the
    shares underlying the options.

COMPENSATION COMMITTEE REPORT

         The Compensation Committee of the Board is currently composed of three
Directors, Messrs. Atwood, Carver and Littlefield. The Compensation Committee
administers the Company's stock option plans. This Committee is charged with the
responsibility of reviewing and approving executive officers' compensation and
recommending all discretionary grants of stock options under the Company's stock
option plans. The following describes the compensation programs in effect during
fiscal 2001.

COMPENSATION POLICY

         The Company's compensation policies are designed to pay executives an
annual salary that is industry competitive and an annual bonus that is based
both on the performance of the Company (as compared to its annual business plan
as well as a selected peer group) and on individual goals established for each
of the executives for the fiscal year. The Company also has longer term
incentives based on stock options. All three components of compensation are
reviewed by the Committee to ensure salaries remain competitive, bonuses reward
performance and stock options provide continued incentives.

         Salaries for executive officers are based on the duties and
responsibilities of the position held by the executive compared with executive
officers of other companies in the industry. Salaries are reviewed and
established annually. Various industry salary surveys are reviewed in
establishing the new compensation. The Chief Executive Officer prepares a
performance review, including an assessment of prior-year performance, for each
executive officer, then communicates this information to the Compensation
Committee. Based on this information and its performance review of the Chief
Executive Officer, which is based on its assessment of the degree to which the
Chief Executive Officer accomplished pre-established strategic and financial
goals, the Compensation Committee makes recommendations to the Board of
Directors, which establishes annual executive salaries for the next year.

         Executive officers and key management employees of the Company and the
Bank participate in the Company's Management Incentive Compensation Program (the
"Bonus Plan"). Payments under the Bonus Plan are contingent on the Company
meeting its strategic and operational objectives for the fiscal year. Bonuses
may be awarded for the achievement of the Company's financial performance goals
and an individual participant's objectives. Bonus awards are determined by a
defined formula; factors considered in this formula

                                      -8-
<PAGE>

include financial performance of the Company, return on equity and evaluation of
achievement of strategic and/or operational goals and unit profitability. Based
on the extent to which the Company achieves those objectives, participants,
depending on the Bonus Plan group, may receive from 15% to 40% of base salary.
The Committee reviews both individual and Company goals annually. However, the
Board of Directors has final authority with respect to all bonus awards.
Approximately 4.2% of the Company's compensation to executives of the Company
and the Bank in fiscal 2001 was in the form of bonuses.

         On March 27, 1997, the Board of Directors of the Company adopted a Long
Term Performance Incentive Plan (the "LTIP") as an incentive for executive
management and members of the Board of Directors to build long-term shareholder
value. The LTIP replaces a similar plan previously adopted by the Bank. The LTIP
provides a mechanism for granting options under the Company's option plan. The
LTIP was amended in February 2000 to provide that options granted under the LTIP
on or after the date of amendment are fully vested on the date of grant. Options
granted prior to amendment of the LTIP become exercisable after the fair market
value per share of the Common Stock exceeds 120% of the exercise price for a
period of 30 consecutive business days, upon the ninth anniversary of the date
of grant or upon a change of control of the Company.

CHIEF EXECUTIVE OFFICER COMPENSATION

         Mr. McDonough's salary, bonus and stock options are determined by the
Compensation Committee substantially in accordance with the policies described
above relating to all executives of the Company.

                                 COMPENSATION COMMITTEE

                                 Bruce G. Atwood, Chairman
                                 Ralph B. Carver, Jr.
                                 A. Stanley Littlefield

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         Bruce G. Atwood, Ralph B. Carver, Jr. and A. Stanley Littlefield served
on the Compensation Committee during fiscal 2001. Persons serving on the
Compensation Committee had no relationships with the Company other than their
relationship to the Company as Directors entitled to the receipt of standard
compensation as Directors and members of certain committees of the Board and
their relationship to the Company as stockholders, except as described below
under "Certain Transactions with Management and Others". No person serving on
the Compensation Committee or on the Board of Directors of the Company is an
executive officer of another entity for which an executive officer of the
Company or the Bank serves on the board of directors or on that entity's
compensation committee.

                                      -9-
<PAGE>

                                PERFORMANCE GRAPH

         The following Performance Graph compares the performance of the
Company's cumulative stockholder return with that of two broad market indices
(the S&P 500 Index and the Nasdaq Stock Market (U.S.)) and a published industry
index (the Nasdaq Bank Stocks) for the most recent five fiscal years. The
cumulative stockholder return for shares of Common Stock and each of the indices
is calculated assuming that $100 was invested on December 31, 1996. The
performance of the indices is shown on a total return (dividends reinvested)
basis. The graph lines merely connect year-end dates and do not reflect
fluctuations between those dates.

ABINGTON BANCORP, INC. (ABBK) VS. THE FIVE YEAR TOTAL RETURN FOR THE NASDAQ
       STOCK MARKET (U.S.), NASDAQ BANK STOCK AND S&P 500 INDICIES

<Table>
<Caption>
                        12/31/1996 12/31/1997 12/31/1998 12/31/1999 12/31/2000 12/31/2001
<S>                            <C>        <C>        <C>        <C>        <C>        <C>
ABBK                           100        211        147        115        125        175
NASDAQ Stock Market (U.S.)     100        123        173        321        193        153
NASDAQ Bank Stocks             100        167        166        160        182        198
S&P 500                        100        134        172        209        190        168
</Table>

401(k) PLAN

         The Bank has a defined contribution plan pursuant to Section 401(k) of
the Internal Revenue Code for the benefit of its employees, including officers.
Subject to certain eligibility requirements, the 40l(k) plan permits each
participant to defer up to 15% of such participant's annual salary up to a
maximum annual amount ($10,500 in calendar year 2001). The Bank contributes to
the account of each eligible plan participant an amount equal to 3% of the plan
participant's annual compensation and matches 50% of the first 6% of annual
salary contributed by a participant.

RETIREMENT PLAN

         The Board of Directors of the Bank voted to terminate the Bank's
Savings Banks Employees Retirement Association Pension Plan, a qualified,
tax-exempt defined benefit plan, effective on or about December 31, 2000. In
connection with the termination of the Plan, the Bank's Board of Directors also
voted to cease the accrual of pension benefits, effective October 31, 2000.

         As a result of the termination of the Plan, eligible employees were
offered a single sum settlement equal to the value of their benefits under the
Plan. In addition, a portion of the surplus of the Plan has been used to enhance
benefits of eligible employees. Eligible employees who did not roll over these
benefits into other pension vehicles are subject to significant tax penalties.
Distributions were made in February 2002. The following are settlements and
enhancements for the executive officers named in the Summary Compensation Table.

                                      -10-
<PAGE>

<TABLE>
<CAPTION>
         EXECUTIVE                            BASIC VALUE            ENHANCEMENT              TOTAL
         ---------                            -----------            -----------              -----
         <S>                                  <C>                    <C>                     <C>
         James P. McDonough                     $182,276               $116,692              $298,968
         Kevin M. Tierney, Sr.                    17,606                 10,446                28,052
         Robert M. Lallo                          34,566                 23,907                58,473
         Jack B. Meehl, Jr.(1)                         0                      0                     0
         Cynthia A. Mulligan (1)                       0                      0                     0
</TABLE>

         ----------------
         (1) Mr. Meehl joined the Company in February 2000 and Ms. Mulligan
             re-joined the Company September 2000, respectively, and therefore
             were not eligible to participate in the Plan prior to its
             termination.

TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS

         The Company and the Bank have entered into special termination
agreements with Messrs. McDonough, Tierney, Lallo, Berlinghieri and Meehl and
Ms. Mulligan.

         The Agreements provide for severance payments if the officer's
employment with the Company or the Bank is terminated within three years
following a change in control of the Company (as defined in the agreements)
under certain circumstances, including either (1) termination of the officer's
employment by the Company or the Bank for any reason other than death,
deliberate dishonesty with respect to the Company or any subsidiary or affiliate
thereof or conviction of a crime involving moral turpitude, or (2) resignation
by the officer subsequent to the occurrence of any of the following events: (a)
a reduction in compensation, (b) a significant change in the officer's authority
or responsibility, (c) a reasonable determination by the officer that he is
unable to exercise his prior authority or responsibility as a result of such
change in control or (d) the failure by the Company or the Bank to continue any
material compensation, incentive, bonus or benefit plan (or provide an
appropriate substitute plan) or the failure by the Company or the Bank to
continue the officer's participation therein on a basis not materially less
favorable as existed at the time of the change of control. In such event, the
officer would receive a lump sum payment equal to approximately three times (in
the case of Ms. Mulligan, two times) the officer's average annual compensation
(including bonuses) over the five years prior to the change in control.
Notwithstanding the foregoing, if a Change of Control takes place after the
second anniversary of the date on which Ms. Mulligan's employment with the Bank
commenced AND a Terminating Event occurs within three (3) years after such
Change in Control, the Employers shall pay to Ms. Mulligan an amount equal to
(x) three times such "base amount" applicable to the Executive, less (y) One
Dollar ($1.00), payable in one lump-sum payment on the date of termination.

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENTS

         Abington Savings Bank has entered into a new supplemental executive
retirement agreement with Mr. McDonough dated as of August 23, 2001 and a
related split dollar agreement for the purpose of providing a supplemental
retirement benefit to Mr. McDonough. Abington Savings Bank has established a
trust for the purpose of holding funds contributed by Abington Savings Bank to
fund this benefit.

         The agreement provides that Mr. McDonough will be entitled to receive
at age 65 an annual supplemental retirement benefit (payable in equal monthly
installments during Mr. McDonough's life or for a minimum of 20 years)
calculated by (x) multiplying (i) 65% times (ii) Mr. McDonough's final average
compensation (as defined in the agreement) and by (y) subtracting from such
result the following: (i) one half of the annual amount payable to Mr. McDonough
as a primary social security retirement benefit at age 65, (ii) the annual
pension payable to Mr. McDonough from defined benefit pension plans at age 65,
as if such pension were paid as a single-life annuity and (iii) the annual
annuity equivalent (as defined in the agreement) for any defined contribution
plans maintained by Abington Savings Bank or Abington during Mr. McDonough's
employment.

                                      -11-
<PAGE>

         If Mr. McDonough's employment with the Bank is terminated other than
for cause (as defined in the agreement) prior to his attaining the age of 65,
Mr. McDonough is entitled to receive, at age 65, a lesser benefit.

         If Mr. McDonough dies prior to age 65 while he is employed by Abington
Savings Bank or Abington, in lieu of the benefit provided under his supplemental
executive retirement agreement, his designated beneficiary is entitled to a
benefit equal to three times Mr. McDonough's final average compensation plus the
aggregate amount of all accruals made by Abington Savings Bank or Abington with
respect to the benefit up to the end of the then-preceding year.

         If within three years following a change in control (as defined in the
agreement) Mr. McDonough's employment is terminated for other than cause or
death or Mr. McDonough resigns following the failure of the Board of Directors
to elect him to the office of President and Chief Executive Officer or his
salary, benefits or scope of responsibility are reduced, Mr. McDonough is
entitled to receive the benefit to which he would have been entitled had he
resigned at age 65. If Mr. McDonough dies before age 65, his designated
beneficiary is entitled to receive a benefit equal to three times Mr.
McDonough's final compensation for the three calendar years (out of his final
five calendar years of employment with Abington Savings Bank) during which his
compensation was the highest plus an amount equal to the accruals previously
made by Abington Savings Bank or Abington with respect to the SERP benefit.

         Abington Savings Bank has entered into a supplemental executive
retirement agreement with each of Kevin M. Tierney, Sr. and Robert M. Lallo,
dated as of July 26, 2001, for the purpose of providing a supplemental
retirement benefit to the executives. Pursuant to each of the agreements,
Abington Savings Bank will make an annual contribution to a trust during the
term of the executive's employment with Abington Savings Bank. The executive
becomes fully vested in the funds contributed to the trust (including the
investment proceeds thereon) on the date that is the later to occur of (i) two
years from the date of the agreement or (ii) five years from the date the
executive commenced employment with Abington Savings Bank. In addition, the
executive becomes fully vested upon (i) termination of the executive's
employment by him for good reason (as defined in the agreements), (ii) the
executive's death, (ii) termination of the executive's employment by Abington
Savings Bank without cause (as defined in the agreements) or (iv) a change in
control. Upon a change in control, Abington Savings Bank will make an
irrevocable contribution to the trust in an amount equal to three times the
amount of Abington Savings Bank's annual contribution to the trust. Abington
Savings Bank's obligation to make an annual contribution ceases when the
executive reaches the age of 65 or if his employment terminates for any reason.
Upon termination of the executive's employment, he is entitled to receive, at
age 65, the funds contributed to the trust and the investment proceeds thereon,
provided the executive is vested in the benefit. Abington Savings Bank's annual
contribution for Mr. Tierney is $42,000 and for Mr. Lallo $15,000.

EMPLOYEE STOCK OWNERSHIP PLAN

         The Bank established an Employee Stock Ownership Plan (the "ESOP"),
effective as of November 1, 1985. As amended, employees age 18 or older who have
completed at least 500 hours of service with the Bank in a six-month period
beginning with the employee's date of employment or any anniversary thereof are
eligible to participate in the ESOP. Notwithstanding the foregoing, each person
who is an employee shall be eligible to participate in the ESOP as of the first
day of the plan year during which he shall have attained the age of 18 and
completed at least twelve months of service with the Bank during which he shall
have completed at least 1,000 hours of service.

         The ESOP is funded by contributions made in cash or stock. Cash
contributions will generally be invested in Common Stock of the Company and
stock contributions will be made in Common Stock of the Company. Benefits may be
paid in shares of Common Stock or in cash, subject to the participant's right to
require payment in shares.

         In November 1993, the ESOP entered into a loan agreement with the Bank
pursuant to which the ESOP borrowed $570,000 to purchase 94,256 shares of Common
Stock. The loan was repaid during 2000. Shares purchased with loan proceeds have
been held in a suspense account for allocation among participants as

                                      -12-
<PAGE>

the loan was repaid. All shares have been allocated. The ESOP's purchases of
additional shares of the Company's Common Stock (including reinvestment of cash
dividends) will be and have been made through periodic purchases on the open
market effected through a broker-dealer, subject to market conditions. The
timing and price of the purchases are in the discretion of the ESOP trustee. An
aggregate of 5,579 shares were allocated to participants for the plan year ended
December 31, 2001.

         Commencing in 2001, the Board of Directors may approve annual cash
contributions to the ESOP, which will be used to purchase shares of the
Company's Common Stock for immediate allocation to participants. The amount of
any such cash contributions will be based on the Company's accomplishment of
financial and strategic goals.

         Contributions to the ESOP and shares released from the suspense account
are allocated among participants on the basis of compensation (including
bonuses). As of January 1, 2002, benefits become 20% vested after one year of
eligible service with an additional 20% becoming vested each year thereafter.
Non-vested benefits that are forfeited are reallocated among remaining
participants in the same manner as contributions. Benefits are payable upon
retirement, death, disability or separation from service with the Bank.
Dividends paid by the Company on allocated shares of Common Stock held in the
ESOP may be paid directly to the participants in cash. The Bank's contributions
to the ESOP are not fixed so future benefits payable under the ESOP cannot be
estimated.

         A Committee consisting of Lewis J. Paragona, Ida C. Frazier and Lynn C.
Neacy administers the ESOP. The trustee of the ESOP is currently James P.
McDonough. Under the ESOP, the Committee is required to solicit instructions
from the participants with respect to voting shares that have been allocated to
such participants, and is required to follow such instructions in directing the
trustee to vote such allocated shares. Upon the direction of the Committee, the
trustee also exercises numerous other powers including the right to sell or
otherwise dispose of Common Stock held by the ESOP.




                                      -13-
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                             PRINCIPAL STOCKHOLDERS

         The following table sets forth certain information as of April 16, 2002
regarding each person known by the Company to own beneficially more than 5% of
the Company's Common Stock, each Director and nominee for Director of the
Company, each executive officer named in the Summary Compensation Table and all
Directors and executive officers of the Company as a group.

<TABLE>
<CAPTION>
                                                  AMOUNT AND NATURE OF
    NAME                                          BENEFICIAL OWNERSHIP (1)            PERCENT OF CLASS (2)
    -------------                             --------------------------------     --------------------------
<S>                                           <C>                                  <C>
   Dennis E. Barry and                                    309,000 (3)                         9.70%
   Joseph L. Barry, Jr.
        c/o Hallamore Motor
        Transportation, Inc.
        795 Plymouth Street
        Holbrook, MA  02343

   *James P. McDonough                                    244,297 (4)                         7.51
        c/o Abington Savings Bank
        536 Washington Street
        Abington, MA 02351
   Dimensional Fund Advisors, Inc.                        186,100 (5)                         5.84
        1299 Ocean Avenue
        Santa Monica, CA  90401

   Joel S. Geller                                         156,832  (6)                        4.91
   *Wayne P. Smith                                         74,417  (7)                        2.33
   James J. Slattery                                       71,490  (8)                        2.24
   Robert M. Lallo                                         48,389  (9)                        1.50
   *Gordon N. Sanderson                                    43,526 (10)                        1.36
   Bruce G. Atwood                                         42,049 (11)                        1.32
   Kevin M. Tierney, Sr.                                   41,905 (12)                        1.30
   William F. Borhek                                       33,562 (13)                        1.05
   Rodney D. Henrikson                                     31,167 (14)                         .97
   A. Stanley Littlefield                                  26,500 (15)                         .83
   Ralph B. Carver, Jr.                                    23,757 (16)                         .74
   Jack B. Meehl, Jr.                                      17,476 (17)                         .55
   Cynthia A. Mulligan                                     11,104 (18)                         .35
   Laura J. Sen                                            10,700 (19)                         .34
   Ann Carter                                              10,100 (20)                         .32
   Jeffrey Stone                                                0
   All Directors and executive                            928,180 (21)                       26.54
     officers as a group (17 persons)
</TABLE>

---------------
*  Nominee for Director

(1) Except as otherwise noted, all persons and entities have sole voting and
    investment power over their shares. All amounts shown in this column include
    shares obtainable upon exercise of stock options exercisable within 60 days
    of the date of this table.

                                      -14-
<PAGE>

(2)  Calculated based on outstanding shares of Common Stock on April 16, 2002.

(3)  Based upon information provided to the Bank on March 27, 2001, Dennis E.
     Barry owns 159,000 shares as to which he has sole voting and dispositive
     power and Joseph L. Barry, Jr. owns 150,000 shares as to which he has sole
     voting and dispositive power.

(4)  Includes 70,000 shares subject to currently exercisable options, 14,932
     shares held in his self-directed IRA, 134,552 shares owned jointly with his
     wife and 2,473 shares owned by his wife in a self-directed IRA. Also
     includes 566 shares held by Mr. McDonough as custodian for one of his two
     children and 566 shares held by his wife as custodian for one of his two
     children (1,132 shares total). Mr. McDonough disclaims beneficial ownership
     of the shares owned directly by his wife. Also includes 14,911 shares held
     by the ESOP as to which Mr. McDonough has the power to direct the voting.
     Does not include 10,000 shares subject to options which by their terms are
     not exercisable until the fair market value (as defined in the option
     agreement) is at least $24.90 per share for a period of 30 consecutive
     business days.

(5)  The Bank has obtained a copy of a report on Schedule 13G, dated February 2,
     2001, as filed with the SEC, stating that Dimensional Fund Advisors Inc.
     (the "Fund") is the beneficial owner of 186,100 shares, of which it has
     sole voting power and sole dispositive power with respect to all 186,100
     shares. The Schedule 13G states that all of the shares reported in the
     Schedule are owned by advisory clients of the Fund. The Fund disclaims
     beneficial ownership of all such shares.

(6)  Includes 7,500 shares subject to currently exercisable options, 2,000
     shares owned jointly with his mother, 23,000 shares owned jointly with his
     wife, 3,568 shares owned directly by his wife, 1,688 shares owned by his
     son, 2,228 shares owned by his daughter, and 113,026 shares owned by a
     partnership in which Mr. Geller is a partner. Also includes 1,822 shares
     which have been accrued under the Abington Bancorp, Inc. Deferred Stock
     Compensation Plan for Directors. Mr. Geller disclaims beneficial ownership
     of the 3,568 shares owned directly by his wife and the shares owned by his
     son and daughter. Does not include 2,000 shares subject to options which
     are not exercisable until the fair market value (as defined in the option
     agreement) of the Common Stock is at least $24.90 for a period of 30
     consecutive business days.

(7)  Includes 12,000 shares subject to currently exercisable options, 11,500
     shares owned jointly with his wife, 21,374 shares owned by his wife and
     1,516 shares accrued under the Abington Bancorp, Inc. Deferred Stock
     Compensation Plan for Directors. Does not include 2,000 shares subject to
     options which are not exercisable until the fair market value (as defined
     in the option agreement) of the Common Stock is at least $24.90 for a
     period of 30 consecutive business days.

(8)  Includes 7,500 shares subject to currently exercisable options, 5,708
     shares held in his IRA, 4,000 shares held as custodian for each of two
     daughters (8,000 shares total), 4,040 held as custodian for his son, 200
     shares owned by his wife, 1,624 shares held in his wife's IRA, 100 shares
     held by his wife as custodian for his son and 12,825 shares owned by a
     corporation of which he is a principal owner. Also includes 1,743 shares
     accrued under the Abington Bancorp, Inc. Deferred Stock Compensation Plan
     for Directors. Mr. Slattery disclaims beneficial ownership of the shares
     held on behalf of his children and the shares owned by his wife. Does not
     include 2,000 shares subject to options which are not exercisable until the
     fair market value (as defined in the option agreement) of the Common Stock
     is at least $24.90 for a period of 30 consecutive business days.

(9)  Includes 39,900 shares subject to currently exercisable options, 1,804
     shares held in his self-directed IRA and 2,680 shares owned jointly with
     his wife.. Also includes 3,265 shares held by the ESOP as to which Mr.
     Lallo has the power to direct voting. Does not include 7,000 shares subject
     to options which by their terms are not exercisable until the fair market
     value (as defined in the option agreement) is at least $24.90 per share for
     a period of 30 consecutive business days

(10) Includes 12,000 shares subject to currently exercisable options and 31,526
     shares owned through a Realty Trust. Does not include 2,000 shares subject
     to options which are not exercisable until the fair market value (as
     defined in the option agreement) of the Common Stock is at least $24.90 for
     a period of 30 consecutive business days.

(11)  Includes 12,000 shares subject to currently exercisable options, 11,613
      shares owned by his wife and 16,419 shares owned by a Trust in which Mr.
      Atwood is Trustee. Also includes 2,017 shares accrued under the Abington
      Bancorp, Inc. Deferred Stock Compensation Plan for Directors. Mr. Atwood
      disclaims beneficial ownership of the shares owned by his wife. . Does not
      include 2,000 shares subject to options which are not exercisable until
      the fair market value (as defined in the option agreement) of the Common
      Stock is at least $24.90 for a period of 30 consecutive business days.

                                      -15-
<PAGE>

(12) Includes 39,500 shares subject to currently exercisable options and 1,105
     shares held by the ESOP as to which Mr. Tierney has the power to direct
     voting.

(13) Includes 9,000 shares subject to currently exercisable options, 21,032
     shares owned jointly with his wife and 2,323 shares owned directly by his
     wife. Also includes 1,111 shares accrued under the Abington Bancorp, Inc.
     Deferred Stock Compensation Plan for Directors. Mr. Borhek disclaims
     beneficial ownership of the shares owned directly by his wife. Does not
     include 2,000 shares subject to options which are not exercisable until the
     fair market value (as defined in the option agreement) of the Common Stock
     is at least $24.90 for a period of 30 consecutive business days.

(14) Includes 10,500 shares subject to currently exercisable options, 5,377
     shares in a corporation in which Mr. Henrikson is an officer, director and
     stockholder. Also includes 1,916 shares held in his self-directed IRA and
     1,916 shares held by his wife in a self-directed IRA. . Does not include
     2,000 shares subject to options which are not exercisable until the fair
     market value (as defined in the option agreement) of the Common Stock is at
     least $24.90 for a period of 30 consecutive business days.

(15) Includes 12,000 shares subject to currently exercisable options and 12,500
     shares owned jointly with his wife. Does not include 2,000 shares subject
     to options which are not exercisable until the fair market value (as
     defined in the option agreement) of the Common Stock is at least $24.90 for
     a period of 30 consecutive business days.

(16) Includes 7,500 shares subject to currently exercisable options and 15,000
     shares owned jointly with his wife. Also includes 1,257 shares accrued
     under the Abington Bancorp, Inc. Deferred Stock Compensation Plan for
     Directors. Does not include 2,000 shares subject to options which by their
     terms are not exercisable until the fair market value (as defined in the
     option agreement) is at least $24.90 per share for a period of 30
     consecutive business days.

(17) Includes 16,400 shares subject to currently exercisable options and 41
     shares held by the ESOP as to which Mr. Meehl has the power to direct
     voting.

(18) Includes 10,000 shares of currently exercisable options. Also includes 394
     shares held in her self directed IRA, 676 shares owned by her spouse in a
     self directed IRA and 34 shares held by the ESOP as to which Ms. Mulligan
     has the power to direct voting.

(19) Includes 10,000 shares subject to currently exercisable options and 700
     shares owned jointly with her spouse.

(20) Includes 10,000 shares subject to currently exercisable options and 100
     shares owned jointly with her spouse.

(21) Includes 312,800 shares obtainable by exercise of currently exercisable
     options held by all Directors and Executive Officers as a group. Also
     includes 21,101 shares held by the ESOP as to which executive officers of
     the Company have the power to direct the voting. Does not include 42,000
     shares subject to options which by their terms are not exercisable until
     the fair market value (as defined in the relevant option agreements) of the
     Common Stock is at least $24.90 per share for a period of 30 consecutive
     business days.

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Certain of the Directors and officers of the Company and the Bank are
at present, as in the past, customers of the Bank and have loans with the Bank
in the ordinary course of business. Certain of the Directors of the Company and
the Bank also are at present, as in the past, directors, officers or
stockholders of corporations, trustees of trusts or members of partnerships
which are customers of the Bank and which have loans with the Bank in the
ordinary course of business. Such loan transactions with Directors and officers
of the Company and the Bank and with such corporations, trusts and partnerships
were on terms, including interest rates and collateral, substantially the same
as those prevailing at the time for comparable transactions with other persons
and did not involve more than normal risk of collectibility or present other
features unfavorable to the Bank.

                                      -16-
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), the Registrant has duly caused this
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       ABINGTON BANCORP, INC.

Date: April 30, 2002                   By: /s/ Robert M. Lallo
                                          -------------------------------------
                                          Robert M. Lallo
                                          Chief Financial Officer






                                      -17-