EX-10.1






Exhibit 10.1




AMENDMENT AND RESTATEMENT OF




DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS




OF NORTHWEST SAVINGS BANK AND ELIGIBLE AFFILIATES




Effective as of January 1, 2005




Preamble




          This Plan is an unfunded deferred compensation arrangement to enable members of the Board of
Directors of Northwest Savings Bank (“Bank”) and its Eligible Affiliates who are not employed on a
full-time basis by the Bank or an Eligible Affiliate who receive compensation for their services as
Directors in the form of fees, to elect, prior to the period in which such fees are earned, to
defer all or part of such fees for payment in a later taxable period. This Plan was adopted by the
Board of Directors of the Bank’s predecessor, Northwest Mutual Savings Association in March of
1979, and was amended effective June 17, 1987, February 21, 1996, July 1, 2003, April 1, 2004 and
July 1, 2004. Deferral Elections made by Eligible Directors prior to July 1, 2004 shall be
governed by the terms of their Deferral Elections and of this Plan as in effect prior to July 1,
2004. The Plan is being amended and restated as of January 1, 2005 to correct typographical
errors, conform with past practice and maintain compliance with Section 409A of the Internal
Revenue Code.




 









 





ARTICLE I



Definitions




          “Bank” means Northwest Savings Bank, a Pennsylvania corporation, and its corporate successors.




          “Beneficiary” means the person whom the Participant has designated pursuant to Section 5.03
and Exhibit III to receive any amounts remaining in his/her Director’s Deferred Compensation
account at the Participant’s death.




          “Board” means the Board of Directors of Northwest Savings Bank or any committee of the Board
to which the Board has delegated its authority with respect to the Plan.




          “Director’s Deferred Compensation Account” is defined in Section 3.01.




          “Director’s Fees” means all remuneration for service on the Board of the Bank or any Eligible
Affiliate, including retainers, meeting fees and other payments.




          “Disability” means mental or physical disability of at least six months which prevents a
Participant from engaging in the principal duties of his/her position as an Eligible Director,
provided that such disability qualifies as a “Disability” under Treasury Regulations Section
1.409A-3(i)(4).




          “Eligible Affiliate” means the parent corporation or an affiliated corporation of the Bank
which the Board has determined by duly adopted resolution to be eligible for the Plan including
Northwest Bancorp Mutual Holding Company and Northwest Bancorp, Inc.




          “Eligible Director” means a member of the Board of Directors of the Bank or of an Eligible
Affiliate, who receives compensation for his/her services as a Director in the form of fees and who
is not employed by the Bank or an Eligible Affiliate on a full-time basis.




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          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.




          “Event of Distribution” means any of the events of distribution included in the Deferral
Election form executed by an Eligible Director hereunder, and any of the other events of
distribution permitted under Article IV hereof.




          “Fiscal Year” means the Bank’s fiscal year, which ran from July 1 through June 30 until June
30, 2005. The period July 1 — December 31, 2005 was a short Fiscal Year. Effective January 1,
2006 the Bank’s Fiscal Year corresponds with the calendar year.




          “Participant” means an Eligible Director who elects to defer compensation pursuant to the Plan
and who retains, or whose beneficiaries retain, benefits under the Plan in accordance with its
terms.




          “Plan” means this Deferred Compensation Plan as it may be amended from time to time.




          “Plan Administrator” means the Committee comprised of William Wagner, Gregory LaRocca and
Julie McTavish or their respective successors on such Committee as may be appointed from time to
time by the Board or by the Compensation Committee of the Board of the Bank.




          “Retire” or “Retirement” means termination for any reason of the Participant’s service as a
Director following the Participant’s attainment of 591/2, but not later than the Participant’s age
72.




          “Year” (unless otherwise specified) means the Bank’s Fiscal Year.




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ARTICLE II




Deferral of Compensation Payable as Director’s Fees



Section 2.01. Deferral Elections. Each Eligible Director may elect annually to
defer the dollar amount or percentage of his annual compensation payable in the form of Director’s
Fees which he/she specifies in a Deferral Election which he/she executes in the form of Exhibit I
hereto and files with the Plan Administrator in the Fiscal Year prior to that in which such
Director’s Fees are earned. A Deferral Election becomes irrevocable (subject to the exceptions set
forth below) as of the December 31 immediately preceding the Fiscal Year with respect to which it
is executed. A Participant may cancel or change a Deferral Election by filing a later dated one
with the Plan Administrator prior to the time it becomes irrevocable. Such final, irrevocable
Deferral Election shall apply to the Director’s Fees which the Eligible Director earns in the
Fiscal Year which immediately follows that in which he/she executes and files his/her Deferral
Election. Such Deferral Election shall also apply to Director’s Fees which the Eligible Director
earns in subsequent Fiscal Years for which no contrary Deferral Election, or cancellation thereof,
is filed with the Plan Administrator. In addition, in the Year in which a Director first becomes
eligible to participate in the Plan, if the Eligible Director executes and files his/her Deferral
Election within 30 days of first becoming Eligible to participate, such Deferral Election shall
also apply to the Director’s Fees which the Eligible Director earns in the remainder of the Fiscal
Year after filing his/her Deferral Election with the Plan Administrator. A Deferral Election shall
be irrevocable as of the December 31 immediately preceding the Fiscal Year with respect to which it
was executed, except that the Participant shall retain the right (a) to accelerate the time of
payment scheduled under any previously filed Deferral Election in the event of an unforeseeable
emergency in accordance with Sections 4.02 through 4.04 hereof, (b) to change his/her


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designation of beneficiaries with respect to any previously filed Deferral Election, upon filing a
duly executed beneficiary designation form with the Plan Administrator in accordance with Section
5.02 and (c) to further defer the payment of Director’s Fees scheduled under any Deferral Election
previously filed by executing a Postponement of Deferral Election in accordance with Section 2.02
hereof.



Section 2.02 Change in Time and Form of Payment. A Participant may elect to
change the form of payment or to further defer the payment of Director’s Fees subject to a Deferral
Election previously filed, by executing a Change of a Deferral Election in the form of Exhibit II
hereto with the Plan Administrator, subject to the following conditions:





	 	(a)	 	the Participant’s Change of Deferral Election shall not be
effective until the first day of the 13th month after it is filed
with the Plan Administrator, and shall not apply to any payment or series of
installment payments treated as a single payment scheduled to be paid under any
previously filed Deferral Election prior to the first day of the
13th month after the Participant’s Change of Deferral Election is
filed with the Plan Administrator; and
	 
	 	(b)	 	the Change of Deferral Election postpones the date of payment
of the Deferral Election to which it relates for a period of at least five
years from the date such payment was previously scheduled to be paid, or in the
case of a series of installment payments treated as a single payment, five
years from the date the first payment in the series was previously scheduled to
be paid.




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	 	(c)	 	any Change of Deferral Election that changes only the form of
payment must delay the starting date of the originally scheduled payment by at
least five years.




The right to a series of substantially equal periodic installment payments over a predetermined
number of years is not a right to a life annuity and is treated as the right to a single payment
under this Plan. Accordingly, filing of a Change of Deferral Election delaying for five years the
right to receive installment payments scheduled under a previously filed Deferral Election to be
made over a five-year period will result in all of such scheduled installment payments to be paid
in a lump sum in the fifth year, and filing of a Change of Deferral Election delaying for five
years the right to receive installment payments scheduled under a previously filed Deferral
Election to be made over a ten-year period will result in the first five of such scheduled
installments to be paid in a lump sum in the fifth year, and the remaining five annual installments
to be paid as previously scheduled in the fifth through the 10th years.




ARTICLE III




Accumulation of Deferred Compensation



Section 3.01. Participant Accounts. The dollar amount of Director’s Fees deferred
pursuant to each Deferral Election executed and filed by each Participant hereunder shall be
credited as of the end of the calendar month in which such Fees are payable to such Participant to
an unfunded book reserve account (the “Director’s Deferred Compensation Account”) and shall be
recorded on the financial books and records of the Bank or the Eligible Affiliate, as applicable,
as a deferred compensation liability in the names of the respective Participants.




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Section 3.02. Interest on Accounts. Unless the Bank allows Participants to direct
the investment of their Deferred Compensation Accounts, the Director’s Deferred Compensation
Account of each Participant having a credit balance shall be credited with interest at the end of
each calendar quarter at the rate equal to the average crediting rate for the insurance policies
which the Bank carried on the lives of the Directors in the preceding Fiscal Year, grossed up by
dividing it by one (1) minus the Bank’s highest marginal income tax rate for the preceding Fiscal
Year. For example, if the average crediting rate on the Directors’ life insurance policies in the
preceding
Fiscal Year was 5% and the Bank’s highest marginal tax rate for that Fiscal Year was 35%, the
interest payable on the Directors’ Deferred Compensation Account for a calendar quarter in the
current Fiscal Year would be one-fourth of 7.69% (5%/(1 minus 35%)), or 1.92%. Such interest shall
be credited on or before the last business day of each calendar quarter in the current Fiscal Year
on the average credit balance held in each Participant’s Director’s Deferred Compensation Account
during that quarter. If Participants direct the investment of their Deferred Compensation
Accounts, the net earnings or losses shall be attributable to those investments and no interest
shall be paid on such Accounts.



Section 3.03. Additional Benefit Upon Death Before Age 72. In the event that a
Participant dies while an Eligible Director but before attaining age 72, his/her beneficiary shall
receive an additional death benefit payable in a lump sum within 60 days following death calculated
as the present value of the additional balance that the Participant would have accrued in his/her
Director’s Deferred Compensation Account assuming that (1) he/she had not died but had continued as
a Participant to his/her age 72, (2) he/she had continued the same Deferral Election of Director’s
Fees to age 72 that he/she had been making at the date of death, and (3) interest had


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continued to be credited on such deferred Director’s Fees pursuant to Section 3.02 to his/her age
72 at the same rate as was in effect at the Participant’s date of death.




ARTICLE IV




Events of Distribution



Section 4.01. Selection of Event of Distribution. Within 30 days following the
first to occur of the Events of Distribution selected by each Participant in each Deferral Election
filed with the Plan Administrator, the amount of his/her Director’s Deferred Compensation Account
governed by each Deferral Election shall become payable to the Participant (or his/her designated
beneficiary) in accordance with Article V.



Section 4.02. Unforeseeable Emergency. In addition to the Events of Distribution
selected by the Participant in his/her Deferral Election, as referred to in Section 5.01, a portion
of the Director’s Deferred Compensation Account of any Participant shall be payable to him/her or
to any of his/her beneficiaries in the event of an unforeseeable emergency that is caused by an
event beyond the control of the Participant or beneficiary and that would result in severe
financial hardship to the Participant or beneficiary if early withdrawal were not permitted, upon a
withdrawal request duly filed and documented with the Plan Administrator. Any early withdrawal
pursuant to this section is limited to the amount necessary to meet the emergency, which cannot be
met from other resources of the Participant or of his/her spouse, beneficiary or dependent, such as
insurance, savings or borrowing, plus an amount equal to the taxes that must be paid as a result of
such early distribution. For the purposes of this Article IV “dependent”


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shall mean as defined in Code Section 152, without regard to Code Section 152(b)(1), (b)(2) and
(d)(1)(B).



Section 4.03. Definition of Unforeseeable Emergency. Conditions which warrant
approval of a Participant’s (or beneficiary’s) application for early withdrawal from a Directors’
Deferred Compensation Account because of unforeseeable emergency are limited to cases of severe
financial hardship to the Participant (or to his/her beneficiary) resulting from an illness or
accident of the Participant, his/her spouse, beneficiary or dependent, loss of the property of the
Participant or of his/her spouse, beneficiary or dependent due to casualty (including the need to
rebuild a home following damage not otherwise covered by insurance), or other similar and
extraordinary and unforeseeable circumstances arising out of events beyond the control of the
Participant or of his/her spouse, beneficiary or dependent. Examples of what may constitute
unforeseeable emergencies, depending on the relevant facts and circumstances, include: imminent
foreclosure of or eviction from the primary residence; medical expenses, prescription drug
medications and funeral expenses. The purchase of a home and the payment of college tuition are
not unforeseeable emergencies.



Section 4.04. Amount of Payment Permitted and Conditions of Payment Upon an
Unforeseeable Emergency. Distributions because of an unforeseeable emergency may not exceed
the amount reasonably necessary to satisfy the emergency need, which may include amounts necessary
to pay any Federal, State, local or foreign income taxes or penalties reasonably anticipated to
result from the distribution. Distributions because of an unforeseeable emergency may not be made
to


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the extent that the financial hardship to the Participant (or to his/her spouse, beneficiary, or
dependent) is or may be relieved —





	 	(a)	 	through reimbursement or compensation by insurance or otherwise; or
	 
	 	(b)	 	by liquidation of the Participant’s assets, to the extent the
liquidation of such assets would not itself cause severe financial hardship; or
	 
	 	(c)	 	by cessation of deferrals under the Plan.




Amounts withdrawn may not be returned to the Plan. Withdrawals will be subject to Federal income
tax. Participants who make a hardship withdrawal may elect to cancel Elective Deferrals or other
contributions to the Plan for the remainder of the Plan Year following receipt of a hardship
distribution.



Section 4.05. Other Events of Distribution. In addition to the Events of
Distribution selected by the Participant in his/her Deferral Election, as referred to in Section
5.01, payments from the Director’s Deferred Compensation Account of any Participant shall be
accelerated (within the limits of Code §409A and the regulations thereunder) to the extent that the
Plan Administrator determines to be necessary to:





	 	(a)	 	pay an individual other than the Participant to fulfill a
domestic relations order, as defined in Code Section 414(p)(1)(B);
	 
	 	(b)	 	comply with Federal, State, local or foreign ethics laws or
conflicts of interest laws;
	 
	 	(c)	 	provide cashouts of the entirety of the Participant’s interest
under this and related plans of nonqualified deferred compensation of the Bank
and its




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	 	 	 	Eligible Affiliates where such entire interest is not in excess of the
applicable dollar amount under Code Section 402(g)(1)(B);
	 
	 	(d)	 	provide for payment of employment taxes under the Federal
Insurance Contributions Act (FICA) and Railroad Retirement Tax Act (RRTA) and
other employment taxes imposed on compensation deferred under the Plan;
	 
	 	(e)	 	provide for payment of the income tax at source on wages
imposed under Code Section 3401 or the corresponding withholding provisions of
applicable State, local or foreign tax laws as the result of the payment of the
FICA or RRTA amount, and for payment of the additional income tax at source on
wages attributable to the pyramiding of Code Section 3401 wages and taxes,
provided that the total distribution under this acceleration provision does not
exceed the aggregate of the FICA or RRTA amount, and the income tax withholding
related to such FICA or RRTA amount;
	 
	 	(f)	 	provide for the payment of the amount required to be included
in income as the result of any failure of this Plan to comply with the
requirements of Code Section 409A or the regulations finally and lawfully
issued thereunder;
	 
	 	(g)	 	satisfy a debt of the Participant to the Bank which was
incurred in the ordinary course of the Participant’s service relationship to
the Bank, provided that the acceleration and application of a Participant’s
compensation deferred hereunder to satisfy such debt is made at the same time
and in the same amount as the debt would have been otherwise due and
collectible from the Participant and does not exceed $5,000 in any tax year of
the Participant.




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	 	(h)	 	make any other acceleration of the time and form of a payment
available to the Bank under Code Section 409A and the regulations thereunder.





ARTICLE V




Payment of Deferred Compensation



Section 5.01. Payment of Account Balances. Within 30 days following the
occurrence of the first of the Events of Distribution listed by each Participant’s Deferral
Election, the then current balance of his/her Deferred Compensation Account governed by such
Deferral Election shall commence to be paid to the Participant (or his/her designated beneficiary)
in a lump sum or in approximately equal monthly, quarterly or annual installments over a period of
years in accordance with the respective distribution option selected by the Participant in his/her
Deferral Elections filed with the Plan Administrator. Any portion of a Participant’s Deferred
Compensation account with respect to which there is no effective distribution option election on
file with the Plan Administrator shall be distributed to the Participant in a lump sum on the first
anniversary of his/her retirement, death, disability or other severance from service as a member of
the Board. So long as any Director’s Deferred Compensation Account has a credit balance, it shall
continue to be credited with interest in accordance with Section 3.02.



Section 5.02 Delay of Payments Under Certain Circumstances. A payment that is
otherwise due to be distributed from a Participant’s Deferred Compensation Account in accordance
with his/her Deferral Election shall be delayed in the following circumstances:





	 	(a)	 	to the extent that the Bank reasonably anticipates that the
scheduled payment would not be deductible from the Bank’s taxable income due to
the




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	 	 	 	application of Code Section 162(m), in which event the payment shall be made, as
the Bank decides, either (i) during the Bank’s first taxable year in which the
Bank reasonable anticipates that the deduction of such payment will be allowed
under Code Section 162(m), or (ii) during the period beginning with the
Participant’s separation from the service of the Bank and its Eligible
Affiliates and ending on the later of the last day of the Bank’s taxable year in
which the Participant separated from such service or the 15th day of
the third month following the Participant’s separation from such service, or
	 
	 	(b)	 	in the event that the Participant is a “specified employee”
within the meaning of Section 409A and the regulations issued thereunder at the
time, or within six months prior to the time, a payment is otherwise due to be
distributed from his/her Deferred Compensation Account in accordance with
his/her Deferral Election, then no payment shall be made from his/her Deferred
Compensation account until the first day of the seventh month following the
date of his/her separation from the service of the Bank and its Eligible
Affiliates, unless such separation from service is due to the death of the
Participant, or
	 
	 	(c)	 	to the extent that the Bank reasonably anticipates that the
making of the payment will violate Federal securities law or other applicable
law, provided that the Bank makes the payment at the earliest date at which it
reasonably anticipates that making of the payment will not cause such
violation.




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Section 5.03 Designation of Beneficiaries. Each Participant shall have the right
to designate one or more Beneficiaries who are to succeed to his/her right to receive future
payments hereunder in the event of his/her death by completing the Beneficiary Designation Form set
forth at Exhibit III. In case of a failure of designation or the death of a designated Beneficiary
without a designated successor, distribution shall be made to the Participant’s estate. No
designation of Beneficiaries shall be valid unless in writing signed by the Participant, dated, and
filed with the Plan Administrator. A Participant may change a beneficiary designation without the
consent of any earlier designated beneficiaries.




ARTICLE VI




General Provisions



Section 6.01. Administration. The Plan shall be administered by the Plan
Administrator. No member of the Plan Administrator shall be eligible to participate in the Plan.
The Plan Administrator shall have the power to interpret the Plan and to decide any and all matters
arising hereunder, including but not limited to the right to remedy possible ambiguities,
inconsistencies or omissions, by general rule or particular decision, provided that all such
interpretations and decisions shall be applied in a uniform and nondiscriminatory manner to all
Participants similarly situated. In addition, any interpretations and decisions made by the Plan
Administrator shall be final, conclusive and binding upon all persons who have or who claim to have
any interest in or under the Plan.




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Section 6.02. Compliance with Code Section 409A. The Plan shall be administered
and interpreted to comply with Section 409A of the Internal Revenue Code and all regulations
thereunder in order to preserve the tax-deferred treatment of the Directors’ Deferred Compensation
Accounts accrued hereunder pending distributions to Participants and Beneficiaries in accordance
with Deferral Elections filed hereunder. In no event may any distribution be made from the Plan or
action taken under the Plan that would make any Directors’ Deferred Compensation Account hereunder
subject to the interest and additional tax imposed by Code Section 409A(a)(1)(B).



Section 6.03. Funding. All liabilities under this Plan for compensation deferred
by Participants hereunder shall be unfunded for purposes of federal income taxes and for purposes
of Title I of ERISA. All benefits paid under this Plan shall be paid in cash from the general
assets of the Bank. All liability for Retirement Benefits payable under the Plan shall be
reflected on the accounting records of the Bank, but shall not be construed to create or require
the creation of a trust, custodial or escrow account. The Bank may establish one or more trusts,
with such trustees as the Board may approve, for the purpose of holding and providing for the
payment of Director’s Deferred Compensation a Accounts hereunder. Such trusts may be irrevocable
but the assets thereof shall be subject to the claims of the Bank’s creditors. To the extent that
any Director’s Deferred Compensation Accounts held under the Plan are actually paid from any such
trust, the Bank shall have no further obligations with respect thereto, but to the extent not so
paid, such a Accounts shall be payable from such insurance contracts, annuities or other funds that
the Bank may purchase, establish or accumulate to aid in holding and providing benefits under this
Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions,


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shall create a trust or fiduciary relationship of any kind between the Bank and a Director or any
other person. A Director shall not acquire any interest greater than that of an unsecured creditor
in his/her Deferred Compensation Account.



Section 6.04. Expenses. The expenses of administering the Plan shall be borne by
the Bank or Eligible Affiliate.



Section 6.05. Indemnification. The members of the Plan Administrator and its
agents and officers, directors and employees of the bank shall be indemnified and held harmless by
the Bank and Eligible Affiliates to the fullest extent now or hereafter permitted by law against
and from any and all loss, cost, liability or expense, including attorney’s fees, fines, civil
penalties, interest and excise taxes that may be imposed upon or reasonably incurred by them in
connection with or resulting from any actual or threatened civil, criminal, administrative or
investigative claim, action, suit or proceeding to which they may be a party or in which they may
be involved by reason of any action taken or failure to act under this Plan and against and from
any and all amounts paid by them in settlement (with the Bank’s or Eligible Affiliate’s written
approval) or paid by them in satisfaction of a judgment in any such action, suit or proceeding.
The indemnification provided by this section shall continue for persons who have ceased to be
members or agents of the Plan Administrator, and to former directors, officers and employees of the
Bank or Eligible Affiliate, and shall inure to the benefit of the heirs, executors and
administrators of persons entitled to indemnity hereunder. This section shall not be applicable to
any person if the loss, cost, liability or expense is finally judicially determined to be due to
such person’s recklessness or willful misconduct.




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Section 6.06. Nonassignability. Neither a Participant in the Plan nor any other
person shall have any right to sell, assign, transfer, pledge, anticipate, mortgage or otherwise
encumber, hypothecate or convey in advance of actual receipt of any Director’s Deferred
Compensation account, all rights to which are expressly declared to be nonassignable and
nontransferable. No part of any Director’s Deferred Compensation Account shall be subject to
seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance
owed by a Participant or any other person, nor be transferable by operation of law in the event of
a Participant’s or any other person’s bankruptcy or insolvency.



Section 6.07. Payment to Guardian. If any amount held in a Director’s Deferred
Compensation account is payable to a person declared incompetent or to a person incapable of
handling the disposition of property, the Plan Administrator may direct payment of such a Account
to the guardian, legal representative or person having the care and custody of such incompetent
person, without responsibility to follow application of amounts so paid. Payments made pursuant to
this provision shall completely discharge the Bank, any Eligible Affiliates, the Plan and the Plan
Administrator.



Section 6.08. Successors. The provisions of this Plan shall bind and inure to the
benefit of the Bank, its Eligible Affiliates and their successors and assigns. The term
“successors” as used herein shall include any corporation or other business entity which shall,
whether by merger, consolidation, purchase or otherwise, acquire all or substantially all of the
business and assets of the Bank or of an Eligible Affiliate, and the successors of any such
corporation or other business entity.




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Section 6.09. Gender and Number. Except when otherwise indicated by the context,
words in the masculine gender shall include the feminine gender; the plural shall include the
singular and the singular shall include the plural.



Section 6.10. Not a Contract of Service. Neither the establishment of, nor the
participation or eligibility for participation of any Eligible Director in, this Plan shall be
construed to confer any right of tenure on the part of any Eligible Director or any right of
nomination, renomination, election or re-election to the Board of Directors of the Bank or Eligible
Affiliate. The Bank shall not incur any liability for any loss of benefits that might result under
this Plan from any failure of the stockholders to elect or re-elect any Eligible Director to the
applicable Board of Directors or any failure of the applicable Board of Directors to nominate any
Eligible Director for re-election.



Section 6.11. Severability. In the event any provision of the Plan shall be held
invalid or illegal for any reason, or to fail to comply with Section 409A of the Internal Revenue
Code, such illegality, invalidity or noncompliance shall not affect the remaining parts of the
Plan, but the Plan shall be construed and enforced as if the illegal, invalid or noncomplying
provision had never been inserted, and the Bank and Eligible Affiliates shall have the privilege
and opportunity to correct and remedy such questions of illegality, invalidity or noncompliance by
amendment as provided in the Plan.




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Section 6.12. Applicable Law. The Plan shall be governed and construed in
accordance with the laws of the Commonwealth of Pennsylvania except as otherwise required by
applicable Federal Law, including Code Section 409A.




ARTICLE VII




Claims Procedure



Section 7.01. General. Any claim for any payment due under the Plan shall be
filed by the Participant or beneficiary (“claimant”) in the manner prescribed by the Plan
Administrator.



Section 7.02. Denials. If a claim for a payment requested under the Plan is
wholly or partially denied, notice of the decision shall be furnished to the claimant by the Plan
Administrator within a reasonable period of time after receipt of the claim by the Plan
Administrator.



Section 7.03. Notice. Any claimant who is denied a claim for payment requested
under the Plan shall be furnished written notice setting forth:





	 	(a)	 	the specific reason or reasons for the denial;
	 
	 	(b)	 	specific reference to the pertinent provision of the Plan upon
which the denial is based;
	 
	 	(c)	 	a description of any additional material or information
necessary of the claimant to perfect the claim; and
	 
	 	(d)	 	an explanation of the claim review procedure under the Plan.




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Section 7.04. Appeals Procedure. In order that a claimant may appeal a denial of
a claim, the claimant or the claimant’s duly authorized representative may:





	 	(a)	 	request a review by written application to the Plan
Administrator, or its designee, no later than 60 days after receipt by the
claimant of written notification of denial of a claim;
	 
	 	(b)	 	review pertinent documents; and
	 
	 	(a)	 	submit issues and comments in writing.




Section 7.05. Review. A decision on review of a denied claim shall be made not
later than 60 days after receipt of a request for review, unless special circumstances require an
extension of time for processing, in which case a decision shall be rendered within a reasonable
period of time, but not later than one hundred and twenty (120) days after receipt of a request for
a review. The decision on review shall be in writing and shall include the specific reason(s) for
the decision and the specific reference(s) to the pertinent provisions of the Plan on which the
decision is based.




ARTICLE VIII




Amendment or Termination of Plan



Section 8.01. General. The Plan may be amended in whole or in part or terminated
from time to time by the Board of the Bank or any Eligible Affiliate (but only with respect to that
Eligible Affiliate), provided that no amendment or termination may divest any Participant or
beneficiary of rights to deferred compensation earned and accumulated in the Plan at the time of
such


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amendment or termination. Any termination of the Plan that results in accelerated payment of
benefits shall comply with the requirements of Treasury Regulation Section 1.409A-3(j)(ix).



Section 8.02. Notice. Notice of every such amendment shall be given in writing to
each Participant and beneficiary of a deceased Participant.




          IN WITNESS WHEREOF, Northwest Savings bank has caused this Amendment and Restatement to be
executed by its duly authorized officers effective as of January 1, 2005.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	NORTHWEST SAVINGS BANK	 	 
	 
	 	 	 	 	 	 	 	 
	December 17, 2008

	 	 	 	By:	 	/s/ William Wagner	 	 
	 

Date

	 	 
	 	 	 	 

William Wagner, President
	 	 







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EXHIBIT I




DEFERRAL ELECTION UNDER DIRECTORS’

DEFERRED COMPENSATION PLAN

OF NORTHWEST SAVINGS BANK AND ELIGIBLE AFFILIATES




	 	 	 	 	 	 	 
	TO:

	 	Plan Administrator
	 	FROM:                                        	 	 
	 

	 	c/o Human Resources Department
	 	(Name of Eligible Director)	 	 
	 

	 	Northwest Savings Bank

108 Liberty Street

Warren, Pennsylvania 16365
	 	

  

(Name
of Bank or

Eligible Affiliate)
	 	 






     ELECTION. Pursuant to the Directors’ Deferred Compensation Plan (“Plan”) of Northwest
Savings Bank (“Bank”), of which I acknowledge I have received a copy, and subject to all of the
terms and conditions of the Plan, I hereby elect to defer receipt of $                     or                      %
of the Annual Compensation otherwise payable to me in the form of Director’s Fees by the Bank or an
Eligible Affiliate in the Fiscal Year of the Bank which immediately follows that in which this
Deferral Election is delivered to the Plan Administrator.



     This Deferral Election shall also apply to the Director’s Fees otherwise due me from the Bank
or an Eligible Affiliate in all subsequent Fiscal Years for which I fail to file a cancellation of
this Deferral Election or a contrary Deferral Election with the Plan Administrator.



     In the Fiscal Year in which I first become eligible to participate in the Plan this Deferral
Election shall also apply to the Director’s Fees otherwise due me from the Bank or an Eligible
Affiliate for the remainder of the Fiscal Year following my filing of this Deferral Election with
the Bank, provided that it is delivered to the Plan Administrator within 30 days of my first
becoming eligible to participate in the Plan.



     Such deferred compensation shall be held in my Director’s Deferred Compensation Account under
the Plan for distribution to me, with interest accrued in accordance with Section 3.02 of the Plan,
commencing within 30 days of the first to occur of the following Events of Distribution
which I have selected: [The Participant should initial and fill in any blank in any Event of
Distribution which is selected, and cross out any Event of Distribution which is not selected.]



	 	 	 	 	 	 	 
	 

	 	 	(1	)	 	My retirement as a Director on or after age 591/2 up to age 72. [This option not available for Deferral Elections filed after such retirement eligibility.]
	 


	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	(2	)	 	My voluntary resignation from the Board of Directors.
	 


	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	(3	)	 	My failure to be nominated or elected as a member of the Board of Directors.
	 


	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	(4	)	 	My death.
	 


	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	(5	)	 	My becoming disabled or incurring a disability,
defined as my suffering from a mental or physical disability which prevents me from engaging in the principal duties as a Director of the Bank for a period of six consecutive months.
	 


	 	 	 	 	 	

	 
	 	 	 	 	 	 
	 

	 	 	(6	)	 	My attainment of age                     . [Age selected must be above the Participant’s age when Deferral Election is filed.]
	 


	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	(7	)	 	The following specific date
following the year in which this Deferral Election is filed:                      20, ___.
	 


	 	 	 	 	 	






1









 






     An Eligible Director may not defer any portion of his/her Director’s Fees earned during any
Fiscal Year which immediately follows a Fiscal Year in which he/she received any distribution of
Director’s Fees earned and deferred during a prior Fiscal Year.



     I understand that the Plan also permits me to make an early withdrawal of a portion of my
Director’s Deferred Compensation Account that is necessary for me to avoid a severe financial
hardship resulting from an unforeseeable emergency caused by an event beyond my control, within the
meaning and intent of the Plan. Any such hardship withdrawal is limited to the amount necessary to
meet the immediate financial need created by the emergency, which cannot be satisfied by insurance,
borrowing or my other resources.



     Within 30 days of the first to occur of the above Events of Distribution (but subject to the
terms and conditions of the Plan) the then current balance of my Director’s Deferred Compensation
Account shall commence to be paid to me or to my designated beneficiary in accordance with
one of the following options which I have selected as indicated by my initialing it and by
filling in the blank if options 2, 3 or 4 is selected:



	 	 	 	 	 	 	 
	 

	 	 	(1	)	 	Lump sum; or
	 


	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	(2	)	 	Approximately equal monthly
installments over a period of                      years (either five (5) or ten (10)); or
	 


	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	(3	)	 	Approximately equal quarterly
installments over a period of                      years (either five (5) or ten (10)); or
	 


	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	(4	)	 	Approximately equal annual
installments over a period of                      years (either five (5) or ten (10)).
	 


	 	 	 	 	 	 






     ELECTION PERIOD. Subject to the terms and conditions of the Plan, this election shall
be effective and irrevocable for the Director’s Fees which I shall earn in the Fiscal Year which
immediately follows my delivery of this Deferral Election to the Plan Administrator, plus, in the
first Fiscal Year in which I am eligible to participate in the Plan, the Director’s Fees which I
shall earn in the remainder of the Fiscal Year following my delivery of this Deferral Election to
the Plan Administrator, provided that it is filed within 30 days of my first becoming eligible to
participate in the Plan.



	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	ELIGIBLE DIRECTOR	 	 
	 
	Date:

	 	 	 	Signed:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Printed or Typed:                                        	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Employee Social Security No.:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Received

	 	 	 	 	 	PLAN ADMINISTRATOR	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 	 	Signed:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 






2









 






EXHIBIT II




CHANGE OF DEFERRAL ELECTION UNDER DIRECTORS’

DEFERRED COMPENSATION PLAN

OF NORTHWEST SAVINGS BANK AND ELIGIBLE AFFILIATES




	 	 	 	 	 	 	 
	TO:

	 	Plan Administrator
	 	FROM:                                        	 	 
	 

	 	c/o Human Resources Department
	 	(Name of Eligible Director)	 	 
	 

	 	Northwest Savings Bank

108 Liberty Street

Warren, Pennsylvania 16365
	 	 

(Name of Bank or

Eligible Affiliate)
	 	 






PART I




     CHANGE OF SCHEDULED PAYMENT(S). In accordance with Section 2.02 of the Directors’
Deferred Compensation Plan of Northwest Savings Bank and Eligible Affiliates (“Plan”), I hereby
elect to postpone the payment of the compensation which I have deferred under my Deferral Election
form(s) previously filed with you dated                     , 20___;                     , 20 ___;
                    , 20___;
from the original date(s) of                     , 20___;                     , 20___;
                    , 20___;


when payment was scheduled to commence under said form(s), to the following date(s) [insert dates
which follow the previously scheduled date(s) by at least five years]:




PART II




     CHANGE OF FORM OF PAYMENT. In accordance with Section 2.02 of the Plan, I hereby
elect to change the form of the payment which I deferred under my Deferral Election forms dated
                    , from the original payment form which was



	 	 	 	 	 
	 

	 	o
	 	lump sum
	 

	 	o
	 	five equal installments
	 

	 	o
	 	ten equal installments





to the new payment form, which is




	 	 	 	 	 
	 

	 	o
	 	lump sum
	 

	 	o
	 	five equal installments
	 

	 	o
	 	ten equal installments






1









 






     Except as specifically amended by this Change of Deferral Election, my previously filed
Deferral Election(s) to which this Postponement relates shall continue in full force and effect.




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	ELIGIBLE DIRECTOR	 	 
	 
	Date:
                    , 20                    	 	Signed:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	 	 	Printed or Typed:                                        	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Employee Social Security No.:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	RECEIVED

	 	 	 	 	 	PLAN ADMINISTRATOR	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:
                    , 20                    	 	Signed:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 






2









 






EXHIBIT III




BENEFICIARY DESIGNATION




Participant Name:                                          SSN:                          
               




			
	 	 	 
	 
	Mailing
	 	Address:






	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 
	 
	 

	 	City
	 	State
	 	Zip Code





In accordance with the terms of the Plan, I hereby designate the following Beneficiary(ies) to
receive any death benefits under the Plan:




	 	 	 	 	 	 	 	 	 	 	 
	PRIMARY BENEFICIARY:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	% of Benefit:	 	 	 	 
	 

	 	 

	 	 
	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	% of Benefit:	 	 	 	 
	 

	 	 

	 	 
	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	% of Benefit:	 	 	 	 
	 

	 	 

	 	 
	 	 	 

	 	 






SECONDARY BENEFICIARY (if all Primary Beneficiaries pre-decease the Participant):




	 	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	% of Benefit:	 	 	 	 
	 

	 	 

	 	 
	 	 	 

	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	% of Benefit:	 	 	 	 
	 

	 	 

	 	 
	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	% of Benefit:	 	 	 	 
	 

	 	 

	 	 
	 	 	 

	 






     This Beneficiary Designation hereby revokes any prior Beneficiary Designation which may have
been in effect and this Beneficiary Designation is revocable.



	 	 	 	 	 	 	 
	 

Date

	 	 
	 	 

Participant