Restated Board of Directors Retirement Plan

Exhibit 10.9





ABINGTON BANK



AMENDED AND RESTATED BOARD OF DIRECTORS RETIREMENT PLAN






ABINGTON BANK



BOARD OF DIRECTORS



RETIREMENT PLAN



The Abington Bank Board of Trustees Retirement Plan was originally adopted as of January 8, 1992, amended as of January 10, 1996 and February 20, 2002, and amended and restated in October 2002 (the "Prior Plan ?). The Prior Plan is being amended and restated effective as of November 28, 2007, and the name of the amended and restated plan is the Abington Bank Board of Directors Retirement Plan (the "Plan"). The Plan is being amended and restated to comply with Section 409A of the Internal Revenue Code.



W I T N E S S E T H



WHEREAS, the Board of Directors of Abington Bank has previously determined that establishment of a retirement plan to reward those persons who serve as directors of Abington Bank by providing compensation upon their retirement from the Board of Directors is in the best interest of Abington Bank, its customers and the communities which it serves; and



WHEREAS, the Board of Directors of Abington Bank has previously established a retirement plan for directors, and the Chief Executive Officer of Abington Bank has previously agreed to administer the Plan.



NOW, THEREFORE, intending to be legally bound, the Board of Directors and the Chief Executive Officer agree as follows:



I. Disclaimer



This is a non-qualified pension plan created at the discretion of the Board of Directors for the benefit of Directors of Abington Bank. The benefits established under this Plan may be modified or terminated by the Board at which time the balance of the Trust Fund, if any, will be retained by Abington Bank.



II. Definitions



Administrator - the person designated by the Board of Directors to administer the Plan on behalf of the Board of Directors, who shall be the Chief Executive Officer of the Bank.



Board of Directors - collectively, those individuals elected to serve as Directors of the Bank and any successor board which shall maintain this Plan.



Corporation - means Abington Bancorp, Inc., the parent holding company of the Bank.



Director - an individual elected to serve as a Director of the Bank and any successor.






Fiduciary - any person who exercises any discretionary authority or discretionary control respecting management of the Plan or disposition of its assets or has any discretionary authority or discretionary responsibility in the administration of the Plan, including, but not limited to the Administrator.



Plan - this instrument including all amendments thereto.



Separation from Service - means a termination of a Director's services (whether as an employee or as an independent contractor) to the Corporation and the Bank. Whether a Separation from Service has occurred shall be determined in accordance with the requirements of Section 409A of the Code based on whether the facts and circumstances indicate that the Corporation, th ...