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Former Director Advisory Board Service Plan

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EXHIBIT 10.17





ABINGTON BANCORP, INC.



FORMER DIRECTOR ADVISORY BOARD SERVICE PLAN



It is the purpose of this Plan to encourage Directors who have made significant contributions to Abington Bancorp, Inc. (the "Holding Company") and to Abington Savings Bank (the "Bank") to consider voluntarily transitioning off the Boards of Directors in order to provide opportunities for increased diversity on the Boards and generally to permit others to serve on the Boards, while at the same time preserving for the benefit of the Holding Company and the Bank the benefit of the knowledge, business judgment and business contacts that the former Directors can continue to provide to each of the Bank and the Holding Company.





Part 1. DEFINITIONS



The following terms are used in this Plan with the meanings set forth below:



1.1. Advisory Board Service Period shall mean the period of time during which the Director remains an active member of the Former Director Advisory Board (as provided in Section 3.2) and shall terminate on the earliest to occur of (a) the date on which the Director shall have received Plan Compensation under this Plan for an aggregate of eight (8) years, if the Director is receiving Plan Compensation pursuant to Section 2.2 (or four (4) years, if the Director is receiving Plan Compensation pursuant to Section 2.3); (b) the date on which the Director ceases to serve as an active member of the Former Director Advisory Board (as provided in Section 3.2); (c) any date on which the Director ceases to be in compliance with the provisions of Section 3.3 or Section 3.4; and (d) as provided in Section 2.6.



1.2. Annual Plan Compensation shall be calculated as follows:



(a) Except as provided in Section 1.2(b), if the Director terminates his or her service as a Director after attaining the age of seventy (70), the Annual Plan Compensation shall be an amount equal to the Director92s Fee Income for the calendar year prior to the Director92s attaining the age of seventy (70);



(b) If (x) the Director terminates service as a Director prior to age seventy (70) or (y) if a Grandfathered Director terminates service as a Director before December 30, 2003, the Annual Plan Compensation shall be an amount equal to the Director92s Fee Income for the calendar year prior to the calendar year in which the Director92s Termination of Service as a Director occurred.



1.3. Bank shall mean Abington Savings Bank, a savings bank in stock form organized and existing under the laws of The Commonwealth of Massachusetts.



1.4. Change in Control . A "Change in Control" shall be deemed to have occurred in any of the following events:








(a) if there has occurred a change in control which the Holding Company would be required to report in response to Item 1 of Form 8-K promulgated under the Securities Exchange Act of 1934, as amended (the "1934 Act"), or, if such Form 8-K is no longer in effect in its present form, any form or regulation promulgated by the Securities and Exchange Commission pursuant to the 1934 Act which is intended to serve similar purposes; or



(b) when any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the 1934 Act) becomes a "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the 1934 Act), directly or indirectly, of securities of the Holding Company or the Bank representing twenty-five percent (25%) or more of the total number of votes that may be cast for the election of Directors of the Holding Company or the Bank; or



(c) if during any period of two consecutive years (not including any period prior to the adoption of this Plan), individuals who are Continuing Directors (as herein defined) cease for any reason to constitute at least a majority of the Board of Directors of the Holding Company. For this purpose, a "Continuing Director" shall mean (i) an individual who was a Director of the Holding Company at the beginning of such period or (ii) any new Director (other than a director designated by a person who has entered into any agreement with the Holding Company to effect a transaction described in Section 1.4(a) or Section 1.4(b) whose election by the Board or nomination for election by the Holding Company92s stockholders was approved by a vote of at least two-thirds (2/3) of the Directors then still in office who either were Directors at the beginning of such period or whose election or nomination for election was previously so approved; or



(d) the stockholders of the Holding Company approve a merger or consolidation of the Holding Company with any other bank or corporation, other than (i) a merger or consolidation which would result in the voting securities of the Holding Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty-five percent (55%) of the combined voting power of the voting securities of the Holding Company or such surviving entity outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Holding Company (or similar transaction) in which no "person" (as defined above in Section 1.4(b)) acquires more than thirty percent (30%) of the combined voting power of the Holding Company92s then outstanding securities; or



(e) the stockholders of the Holding Company approve a plan of complete liquidation of the Holding Company or an agreement for the sale or disposition by the Holding Company of all or substantially all of its assets.



1.5. Effective Date of the Plan shall mean November 1, 2002.



1.6. Fee Income shall mean the average per-person compensation paid to (or deferred for) all Directors in a calendar year for fulfilling their duties as a Director. Fee Income does not include amounts paid in reimbursement of expenses or the value of any benefits provided to Directors.



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1.7. Grandfathered Director shall mean a Director who was serving as a Director as of the Effective Date and who was over seventy (70) years of age as of the Effective Date.



1.8. Holding Company shall mean Abington Bancorp, Inc., a bank holding company organized and existing under the laws of The Commonwealth of Massachusetts. The Holding Company is the parent company of the Bank.



1.9. Payment Commencement Date shall mean the January 1 next following a Director92s Plan Eligibility Date (except a
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