ALLIANCE MUTUAL HOLDING COMPANY AMENDED AND RESTATED DIRECTORS' RETIREMENT PLAN

Alliance Mutual Holding Company, a federally-chartered mutual holding company (the “MHC”) which is the successor to Greater Delaware Valley Holdings (“GDVH”), hereby amends and restates the Directors’ Retirement Plan (as amended and restated, the “Plan”) previously adopted for the benefit of the Directors of Greater Delaware Valley Savings Bank (the “Bank”), upon the terms and conditions hereinafter stated.  The Plan was originally adopted by GDVH, which was previously the mutual holding company of the Bank.  Following the establishment of a mid-tier stock holding company, the Bank is currently a wholly owned subsidiary of Alliance Bancorp, Inc. of Pennsylvania, a mid-tier holding company of the Bank (the “Company”), which is a majority-owned subsidiary of the MHC.

The purpose of this Plan is to provide retirement benefits to directors of the MHC, the Company and the Bank who are not officers or employees of the MHC, the Company or the Bank and who have provided expertise in enabling the Bank to experience successful growth and development.  The Plan is being amended and restated effective as of December 17, 2008 in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the final regulations issued thereunder.

3.01            “Accrued Benefit” means the number of months served as a Director of the MHC, the Company and/or the Bank multiplied by $150.  For the purposes of determining a Director’s Accrued Benefit, months of service prior to the adoption of this Plan shall be recognized.  Service as a Director of more than one of the MHC, the Company and the Bank in a given month shall only count once in calculating the number of months served.  If a Director was previously an officer or employee of the MHC, the Company and/or the Bank, any months of service on the Board of Directors during the period he was an officer or employee of the MHC, the Company and/or the Bank shall be disregarded in determining the Director’s Accrued Benefit.

3.02            “Retirement Benefit” means either (i) in the event the Board decides to fund the Plan by establishing a trust in accordance with Section 7.01 of the Plan, an amount equal to the value of the assets acquired with a Director’s Accrued Benefit as reflected in a Director’s account balance under such a trust as of a Director’s Retirement Date; or (ii) in the event the Board decides not to fund the Plan through a trust in accordance with Section 7.01 of the Plan, an amount equal to a Director’s Accrued Benefit multiplied by an assumed rate of return of six percent (6%) per annum commencing with the adoption of this Plan and ending on a Director’s Retirement Date.

3.04            “Committee” means the committee appointed by the Board pursuant to Article IV hereof.

3.05            “Common Stock” means the common stock, $.01 par value per share, of the Company, including those shares which were formerly shares of common stock of the Bank prior to the establishment of a mid-tier stock holding company.

3.06            “Director” means each of the following:  (a) each non-employee member of the Board of Directors of the Bank at the date this Plan was originally adopted by the Board of Directors of the MHC, who was not at the time an officer or employee of the Bank or the MHC, (b) each other individual who subsequently became a non-employee member of the Board of Directors of the Bank prior to the amendment and restatement of the Plan, who was not at the time an officer or employee of the Bank, the MHC or the Company, and (c) any other individual who subsequently becomes a non-employee member of the Board of Directors of the MHC, the Company and/or the Bank after the amendment and restatement of the Plan, who is not at the time an officer or employee of the Bank, the MHC or the Company.  If a member of the Board of Directors of the MHC, the Company and/or the Bank is initially an officer or employee of the MHC, the Company and/or the Bank, and such member ceases to be an officer or employee of the MHC, the Company and/or the Bank but continues as a member of the Board of Directors, then such member shall be deemed to be a non-employee member of the Board of Directors and thus a Director eligible to participate in this Plan commencing with the first month after he ceases to be an officer or employee of the MHC, the Company and/or the Bank.  Appendix A attached hereto lists those Directors who are the current participants under the Plan.

             3.07            “Retirement Date” means with respect to any Director, th