Abington Bancorp, Inc./Pa Sample Contracts

ABINGTON BANK AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 3rd, 2007 • Abington Bancorp, Inc./Pa • Savings institutions, not federally chartered • Pennsylvania

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of the 28th day of November 2007, between Abington Savings Bank, a Pennsylvania chartered, stock-form savings bank doing business as “Abington Bank” (the “Bank” or the “Employer”), and Eric L. Golden (the “Executive”).

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ABINGTON BANCORP, INC. AMENDED AND RESTATED 2005 RECOGNITION AND RETENTION PLAN AND TRUST AGREEMENT
Abington Bancorp, Inc./Pa • December 3rd, 2007 • Savings institutions, not federally chartered • Pennsylvania
FORM OF SPLIT DOLLAR INSURANCE AGREEMENT
Form of Split Dollar Insurance Agreement • November 14th, 2007 • Abington Bancorp, Inc./Pa • Savings institutions, not federally chartered • Pennsylvania

THIS AGREEMENT, is made and entered into this 13th day of November, 2007, by and between Abington Bank, a Pennsylvania banking corporation, located in Jenkintown, PA (the “Bank”), and _______________, an employee of Abington Bank, residing at ________________, Pa. (hereinafter referred to as the “Employee”).

RETIREMENT, CONSULTING AND NONCOMPETITION AGREEMENT
Retirement, Consulting and Noncompetition Agreement • May 6th, 2008 • Abington Bancorp, Inc./Pa • Savings institutions, not federally chartered • Pennsylvania

THIS RETIREMENT, CONSULTING AND NONCOMPETITION AGREEMENT (the “Agreement”) is made this 3rd day of May 2008 (the “Effective Date”) by and between Edward W. Gormley (the “Executive”), and Abington Savings Bank, a Pennsylvania chartered savings bank doing business as “Abington Bank” (the “Bank” or the “Employer”).

ABINGTON BANK EMPLOYMENT AGREEMENT
Abington Bank Employment Agreement • August 10th, 2009 • Abington Bancorp, Inc./Pa • Savings institutions, not federally chartered • Pennsylvania

This EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of the 4th day of August, 2009, between Abington Savings Bank, a Pennsylvania chartered, stock-form savings bank doing business as “Abington Bank” (the “Bank” or the “Employer”), and Thomas J. Wasekanes (the “Executive”).

ABINGTON BANCORP, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 3rd, 2007 • Abington Bancorp, Inc./Pa • Savings institutions, not federally chartered • Pennsylvania
AGREEMENT AND PLAN OF MERGER Between SUSQUEHANNA BANCSHARES, INC. and ABINGTON BANCORP, INC. Dated as of January 26, 2011
Agreement and Plan of Merger • January 27th, 2011 • Abington Bancorp, Inc./Pa • Savings institutions, not federally chartered • Pennsylvania

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 26, 2011, is entered into between Susquehanna Bancshares, Inc., a Pennsylvania corporation (“Parent”), and Abington Bancorp, Inc., a Pennsylvania corporation (the “Company”). Parent and the Company are sometimes collectively referred to herein as the “Constituent Corporations.”

ABINGTON BANK AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 3rd, 2007 • Abington Bancorp, Inc./Pa • Savings institutions, not federally chartered • Pennsylvania

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of the 28th day of November 2007, between Abington Savings Bank, a Pennsylvania chartered stock-form savings bank doing business as “Abington Bank” (the “Bank”), and Robert W. White (the “Executive”).

ABINGTON BANCORP, INC. 17,250,000 Shares (subject to increase to 19,837,500 shares) COMMON SHARES ($.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT
Agency Agreement • May 2nd, 2007 • Abington Bancorp, Inc./Pa • Savings institutions, not federally chartered • New York

Abington Bancorp, Inc., a Pennsylvania corporation (the “Company”), Abington Bank, a Pennsylvania chartered stock savings bank (the “Bank”), Abington Community Bancorp, Inc., a Pennsylvania corporation, the current mid-tier holding company of the Bank (“Abington”), and Abington Mutual Holding Company, a Pennsylvania chartered mutual holding company and the current majority owner of Abington (the “MHC”), hereby confirm their agreement with Keefe, Bruyette & Woods, Inc. (“Keefe Bruyette” or the “Selling Agent”) to serve as agent of the Company to assist the Company in the sale of up to 17,250,000 (subject to increase up to 19,837,500 shares) of Common Stock (as defined below) of the Company (the “Shares” or “Conversion Stock”) in the Subscription and Community Offerings, as defined below, as follows:

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