Executive Retirement Plan

Exhibit 10.10





ABINGTON BANK AMENDED AND RESTATED



SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN










ARTICLE I - DEFINITIONS

1.1 Beneficiary 1
1.2 Change in Control 1
1.3 Compensation 1
1.4 Employer 1
1.5 Participant 1
1.6 Plan 2
1.7 Plan Committee 2
1.8 Retirement Date 2
1.9 Separation from Service 2

ARTICLE II - ELIGIBILITY AND PARTICIPATION

2.1 Conditions of Eligibility 2
2.2 Commencement of Participation 2
2.3 Additional Compensation 2

ARTICLE III - RETIREMENT BENEFITS

3.1 Retirement Benefit 3
3.2 Determination of Retirement Benefit 3
3.3 Payment of Retirement Benefits 3
3.4 Change in Control Benefit 3

ARTICLE IV - DEATH BENEFITS

4.1 Participant's Death Following Retirement 3
4.2 Participant's Death Prior to Retirement 3
4.3 Death of Beneficiary 4

ARTICLE V - PLAN ADMINISTRATION

5.1 Plan Committee 4
5.2 Claim 4
5.3 Denial of Claim 4
5.4 Review of Claim 4
5.5 Final Decision 4

ARTICLE VI - PARTICIPANT'S RIGHTS

6.1 Participant's Rights 5
6.2 Spendthrift Provision 5
6.3 Plan Not An Employment Agreement 5
6.4 Protective Provisions 5

ARTICLE VII - MISCELLANEOUS

7.1 Termination of Plan 5
7.2 Inurement 6
7.3 Amendments and Modifications 6
7.4 Governing Law 6











ABINGTON BANK AMENDED AND RESTATED



SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



Abington Savings Bank, doing business as Abington Bank (the "Bank"), previously entered into a certain Supplemental Executive Retirement Plan effective as of October 16, 2002 (the "Prior SERP"). This Plan amends and restates the Prior SERP in its entirety as hereinafter set forth in order to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), including the final regulations issued by the Internal Revenue Service in April 2007, with none of the benefits payable under this Plan to be deemed grandfathered for purposes of Section 409A of the Code. The Plan has been and shall continue to be operated in compliance with Section 409A of the Code. The provisions of the Plan shall be construed to effectuate such intentions. This Plan as amended and restated shall be effective as of November 28, 2007.



The purpose of the Plan is to provide those officers of the Bank who are listed in Appendix A, which is attached hereto, with supplemental retirement benefits in order to provide them with a reasonable level of retirement income which will assist them in maintaining an appropriate standard of living in retirement. The Plan is also intended to encourage and induce the participating officers to remain in the Bank's employ until they attain the retirement age of 65.



ARTICLE I -- DEFINITIONS



For purposes hereof, unless otherwise clearly apparent from the context, the following phrases and terms shall have the indicated meanings:



1.1 Beneficiary . A person or entity designated in accordance with Article IV of this Plan to receive benefits upon the death of a Participant.



1.2 Change in Control . Change in Control shall mean a change in the ownership of Abington Bancorp, Inc. (the "Company ?) or the Bank, a change in the effective control of the Company or the Bank or a change in the ownership of a substantial portion of the assets of the Company or the Bank, in each case as provided under Section 409A of the Code and the regulations thereunder.



1.3 Compensation . The average of a Participant's base compen ...