1

                                 AMENDMENT NO. 1
                                       TO
                          SPECIAL TERMINATION AGREEMENT

     THIS AMENDMENT No. 1, dated as of July 1, 1997, to that certain Special
Termination Agreement (the "Agreement") that was amended and restated as of the
31st day of January, 1997 by and among Abington Bancorp, Inc., a Massachusetts
corporation, Abington Savings Bank, a Massachusetts savings bank, and James P.
McDonough, an individual currently employed by the Company and the Bank in the
capacity of President and Chief Executive Officer.

     NOW, THEREFORE, the parties to the Agreement hereby agree to amend the
Agreement as follows:

     1. Paragraph 4 of the Agreement is hereby amended by deleting the last
sentence thereof.

     2. As amended by this Amendment, the Agreement shall continue in full force
and effect in accordance with its terms.

     3. This Amendment may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument, and any of
the parties hereto may execute this Amendment by signing any such counterpart.

     4. This Amendment shall be governed by, and construed and enforced in
accordance with, the substantive laws of The Commonwealth of Massachusetts,
without regard to its principles of conflicts of laws.

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.



                                        ABINGTON BANCORP, INC.


                                        By: /s/ Robert M. Lallo
                                            ---------------------------------
                                            Its Treasurer



                                        ABINGTON SAVINGS BANK


                                        By: /s/ Edward J. Merritt
                                            ---------------------------------
                                            Its Executive Vice President



                                            /s/ James P. McDonough
                                            ---------------------------------
                                            James P. McDonough