exh105.htm


    
      

      

    

    Exhibit
      10.5

     

     

    
      PARKVALE
        SAVINGS BANK

      AMENDED
        AND RESTATED EXECUTIVE DEFERRED COMPENSATION PLAN

      


      


      ARTICLE
        I

      


      PREAMBLE

      


      Effective
        as of December 20, 2007, the
        Parkvale Savings Bank (the “Bank”) Executive Deferred Compensation Plan (the
“Prior Plan”) was amended and restated in its entirety.  The effective
        date of the Prior Plan was July 1, 1994, which was subsequently amended and
        restated effective as of January 1, 1998.  The amended and restated
        plan shall be known as the Parkvale Savings Bank Amended and Restated Executive
        Deferred Compensation Plan (the “Plan”) and shall in all respects be subject to
        the provisions set forth herein.  The purpose of this Plan is to
        provide specified benefits to a select group of management or highly compensated
        employees.

      


      This
        Plan amends and restates the Prior
        Plan in its entirety as hereinafter set forth in order to comply with the
        requirements of Section 409A of the Internal Revenue Code of 1986, as amended
        (the “Code”), including the final regulations issued by the Internal Revenue
        Service in April 2007, with none of the benefits payable under this Plan
        to be
        deemed grandfathered for purposes of Section 409A of the Code.  The
        Plan has been and shall continue to be operated in compliance with Section
        409A
        of the Code.  The provisions of the Plan shall be construed to
        effectuate such intentions.

      


      The
        Bank has herein restated the Plan
        with the intention that the Plan shall at all times be characterized as a
“top
        hat” plan of deferred compensation maintained for a select group of management
        or highly compensated employees, as described under Sections 201(2), 301(a)(3)
        and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as
        amended
        (“ERISA”).  The provisions of the Plan shall be construed to
        effectuate such intentions.

      


      ARTICLE
        II

      DEFINITIONS
        AND USAGE

    

     

    
      


      Section
        2.1. Administrator. The
        committee appointed to administer the Plan by the Board.

      


      Section
        2.2. Board.  The
        Board of Directors of the Employer.

      


      Section
        2.3. Change in Control.
“Change
        in Control” shall mean a change in the ownership of Parkvale Financial
        Corporation (the “Company”) or the Bank, a change in the effective control of
        the Company or the Bank or a change in the ownership of a substantial portion
        of
        the assets of the Company or the Bank, in each case as provided under Section
        409A of the Code and the regulations thereunder.

      


      Section
        2.4. Compensation. The
        term Compensation means all of each Participant’s Compensation as defined in
        Section 415(c)(3) of the Code and Treasury Regulations Sections 1.415-2(d)(2)
        and (3) (and any successor regulation). Notwithstanding the above, Compensation
        shall include any amount which is contributed by the Employer pursuant to
        a
        salary reduction agreement and which is not includible in the gross income
        of
        the Employee under Sections 125, 402(e)(3), 402(h) or 403(b) of the Code.
        Notwithstanding the above, for purposes other than allocations pursuant to
        provisions providing for permitted disparity and/or Top-Heavy allocations,
        Compensation shall be determined by excluding the following:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      


      •           
        Fringe benefits (cash and non-cash)

      •           
        Reimbursements, or other expense allowances

      •           
        Moving expenses

      


      Compensation
        shall include only that Compensation which is actually paid to the Participant
        during the determination period. Except as provided elsewhere in this Plan,
        the
        determination period shall be the Plan Year.

      


      Section
        2.5 Deferral
        Account.  The term Deferral Account shall mean the account
        established for each Participant pursuant to Article IV of this
        Plan.

      


      Section
        2.6 Deferral
        Benefits.  The term Deferral Benefits shall have the meaning
        set forth in Section 5.1 of this Plan.

      


      Section
        2.7 Deferral
        Contribution.  The term Deferral Contribution shall have the
        meaning set forth in Section 4.2 of this Plan.

       

                 
        Section
        2.8 
        Effective Date.
        The effective date of this Plan is December 20, 2007, which was originally
        effective as of July 1, 1994 and was subsequently amended and restated effective
        as of January 1, 1998.

      


      Section
        2.9 Employee.  The
        term Employee shall have the meaning set forth in the Retirement
        Plan.

      


      Section
        2.10. Employer. The term
        Employer shall have the meaning set forth in the Retirement Plan.

      


      Section
        2.11. Entry Date. The term
        Entry Date means the first day of January next following the date the Employee
        meets the eligibility requirements of Section 3.1, provided said Employee
        is
        still employed as of such date.

      


      Section
        2.12. Insolvent. The
        Employer shall be considered “Insolvent” for purposes of this Plan if (i) the
        Employer is unable to pay its debts as they become due, or (ii) the Employer
        is
        subject to a pending proceeding as a debtor under the United States Bankruptcy
        Code.

      


      Section
        2.13. Participant. An
        Employee that satisfies the requirements provided in Section 3.1 of this
        Plan.

      


      Section
        2.14. Payment Date. The
        date on which the benefits accrued under this Plan are payable to a particular
        Participant.

      


      
        
          
          

        

        
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      Section
        2.15 Payment Election
        Form.  The term Payment Election Form shall have the meaning
        set forth in Section 5.1 of this Plan.

      


      Section
        2.16 Payment
        Events.  The term Payment Events shall have the meaning set
        forth in Section 5.1 of this Plan.

      


            
         Section 2.17. Plan Year. Plan
        Year
        means the Plan’s accounting year of twelve (12) months commencing January 1st of
        each year and ending the following December 31st.

      


           
          Section 2.18. Retirement Plan. The
        Parkvale 401(k) Plan, which is a qualified retirement plan under Sections
        401(a)
        and 401(k) of the Code, maintained by the Bank.

      


             
        Section 2.19. Select
        Group of Management.  Senior Vice Presidents and above who the
        Administrator determines to be part of the select group of management or
        highly
        compensated Employees of the Employer, as determined under Department of
        Labor
        rules and regulations.

      


      Section
        2.20.  Separation from
        Service.  “Separation from Service” means a termination of a
        Participant’s services (whether as an employee or as an independent contractor)
        to the Company and the Bank for any reason other than death or Total and
        Permanent Disability.  Whether a Separation from Service has occurred
        shall be determined in accordance with the requirements of Section 409A of
        the
        Code based on whether the facts and circumstances indicate that the Company,
        the
        Bank and the Participant reasonably anticipated that no further services
        would
        be performed after a certain date or that the level of bona fide services
        the
        Participant would perform after such date (whether as an employee or as an
        independent contractor) would permanently decrease to no more than twenty
        percent (20%) of the average level of bona fide services performed (whether
        as
        an employee or an independent contractor) over the immediately preceding
        thirty-six (36) month period.

      


      Section
        2.21. Total and Permanent
        Disability. “Total and Permanent Disability” shall mean a Participant (i)
        is unable to engage in any substantial gainful activity by reason of any
        medically determinable physical or mental impairment which can be expected
        to
        result in death or can be expected to last for a continuous period of not
        less
        than twelve months; or (ii) is, by reason of any medically determinable physical
        or mental impairment which can be expected to result in death or can be expected
        to last for a continuous period of not less than twelve months, receiving
        income
        replacement benefits for a period of not less than three months under an
        accident and health plan covering employees of the Employer (or would have
        received such benefits if the Participant was eligible to participate in
        such
        plan).  The determination of the Board as to Total and Permanent
        Disability shall be binding on a Participant.

      


      Section
        2.22. Usage. Except
        where
        otherwise indicated by the context, any masculine terminology used herein
        shall
        also include the feminine and vice versa, and the definition of any term
        herein
        in the singular shall also include the plural, and vice versa.

      


      
        
          
          

        

        
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      ARTICLE
        III

      ELIGIBILITY

      


      Section
        3.1. Eligibility. An
        Employee will be eligible to participate in this Plan in accordance with
        Article
        IV, if the Employee is part of a Select Group of Management and is authorized
        by
        the Administrator to participate in the Plan.

      


      Section
        3.2. Effective Date
        of
        Participation. Employees are eligible to enter the Plan on the next Entry
        Date following the date on which the Employee has met the eligibility
        requirements set forth in Section 3.1 of this Plan.

      


      ARTICLE
        IV

      BENEFIT
        ACCOUNT

      


      Section
        4.1. Establishment
        of
        Participant’s Account. The Administrator shall establish and maintain a
        Deferral Account as a bookkeeping entry in the name of each Participant to
        which
        the Administrator shall credit all amounts allocated to each such Participant
        as
        set forth herein.

      


      Section
        4.2. Participant Deferral
        Contributions. Each Plan Year, each Participant may authorize the
        Employer to reduce his Compensation by any specific amount or percentage
        as
        specified in a deferral election form in effect for that year (in lieu of
        receiving cash compensation), and to have such amount credited to the
        Participant’s account as a Participant deferral contribution (the “Deferral
        Contribution”). A deferral election form must be provided to the Administrator
        no later than the December 31st of the year preceding the year in which the
        form
        will be in effect.  Each Participant has the option of changing or
        ceasing his Deferral Contribution, effective the first day of the next Plan
        Year. An election to defer a percentage or dollar amount of Compensation
        for any
        Plan Year shall apply for subsequent Plan Years until changed by the
        Participant. Written notification of any such change must be given by the
        Participant to the Administrator at least 30 days prior to the next Plan
        Year
        affected by the modification.

      


      Section
        4.3. Employer Discretionary
        and
        Matching Contributions. Each Plan Year, the Employer, at its discretion
        as determined by the Board, may credit to the account of all Participants
        an
        additional amount. The additional amount so contributed shall be allocated
        to
        each Participant’s account in the same proportion that each such Participant’s
        Compensation for such Plan Year bears to the total Compensation paid to all
        Participants for such year. The Employer shall also match 50% of the Deferral
        Contribution on the first 6% of salary deferred, less amounts deferred and
        matched under the Retirement Plan.

      


      Section
        4.4. Unforeseeable
        Emergency.  Notwithstanding anything in the Plan to the
        contrary, in the event that, upon written petition of the Participant, the
        Administrator determines, in its sole discretion, that the Participant has
        suffered an unforeseeable emergency, the Bank may thereupon pay to the
        Participant, within 60 days following such determination, such amount as
        it
        deems necessary to meet the unforeseeable emergency.  A distribution
        on account of an unforeseeable emergency may not be made to the extent that
        such
        emergency is or may be (1) relieved through reimbursement or compensation
        from
        insurance or otherwise or (2) by liquidation of the Participant’s assets, to the
        extent the liquidation of such assets would not cause severe financial
        hardship.  A payment under this Section 4.4 of the Plan may not be in
        excess of the value of a Participant’s account if the Participant had a
        Separation from Service on the date of such determination of unforeseeable
        emergency by the Administrator.  Distributions because of an
        unforeseeable emergency must be limited to 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).  For purposes of the
        Plan, an unforeseeable emergency is a severe financial hardship to the
        Participant resulting from (a) an illness or accident of the Participant,
        the
        Participant’s spouse, or a dependent of the Participant (within the meaning of
        Section 152(a) of the Code), (b) loss of the Participant’s property due to
        casualty (including the need to rebuild a home following damage to a home
        not
        otherwise covered by insurance, for example, not as a result of a natural
        disaster), or (c) other extraordinary and unforeseeable circumstances arising
        as
        a result of events beyond the control of the Participant.  The
        decision of the Administrator as to whether or not to permit a distribution
        based upon an unforeseeable emergency shall be final and binding.

       

       

      
        
          
          

        

        
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      Section
        4.5. Valuation of Account.
        The value of each Participant’s Deferral Account as from time to time determined
        (but determined at least once annually) shall be the fair market value, based
        on
        an accrual basis of accounting, of the balance of the Participant’s account as
        determined under Article IV of this Plan. The return on investment of each
        account balance in the plan will be based upon historical rates of return
        for
        the Retirement Plan for that Plan Year.

      


      ARTICLE
        V

      PAYMENT
        OF BENEFITS

      


      Section
        5.1. Amount of Benefits
        Payable. The value of each Participant’s account, as determined under
        Article IV of this Plan on the Payment Date, shall determine and constitute
        the
        basis for the value of the benefits payable to each Participant under this
        Plan
        (the “Deferral Benefits”).  The Deferral Benefits shall be payable
        upon any of the following events indicated on the form used by the Participant
        to select his or her payment events (the “Payment Election Form”) or, if more
        than one event is selected, upon the first to occur of the events
        selected:  (a) death, (b) Total and Permanent Disability, (c) a
        Separation from Service for reasons other than death or Total and Permanent
        Disability, (d) a Change in Control, (e) a specified date that is subsequent
        to
        the Participant’s 55th birthday, or (f) an unforeseeable emergency as set forth
        in Section 4.4 above (collectively, the “Payment Events”).  The
        Deferral Benefits shall be distributed as set forth in Article V of this
        Plan.

      


      Section
        5.2. Form of Benefit
        Payments. The form of benefit payment may be in a single lump sum payment
        or in annual installment payments not in excess of ten years, as specified
        on a
        Participant’s Payment Election Form.

      


      Section
        5.3.  Payment
        Dates.  If the Deferral Benefits are to be paid in a single
        lump sum payment, the lump sum shall be paid as follows:  (i) in the
        event of death or Total and Permanent Disability, within 60 days after the
        Administrator has received notification of the Participant’s death or Total and
        Permanent Disability, (ii) in the event of a Separation from Service for
        reasons
        other than death or Total and Permanent Disability, on the first day of the
        month following the lapse of six months after the date of the Separation
        from
        Service, or (iii) in the event of a Change in Control, in a single lump sum
        payment within ten business days following the Change in Control.  If
        the Deferral Benefits are to paid in annual installments, then the first
        annual
        installment shall be paid as follows:  (A) in the event of death or
        Total and Permanent Disability, within 60 days after the Administrator has
        received notification of the Participant’s death or Total and Permanent
        Disability, (B) in the event of a Separation from Service for reasons other
        than
        death or Total and Permanent Disability, on the first day of the month following
        the lapse of six months after the date of the Separation from Service, or
        (C) in
        the event of a Change in Control, within ten business days following the
        Change
        in Control.  All subsequent annual installments shall be paid on the
        annual anniversary date of the first installment, commencing with the year
        following the year in which the first annual installment was
        paid.  Payments as of a specified date or dates shall be made on the
        dates selected on a Participant’s Payment Election Form, and payments resulting
        from an unforeseeable emergency shall be made in accordance with Section
        4.4.

       

       

      
        
          
          

        

        
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      Section
        5.4.   Amount of Each
        Annual
        Installment.  The dollar amount of each annual installment paid
        to a Participant or his or her beneficiaries shall be determined by multiplying
        the value of the Participant’s Deferral Account as of the business day
        immediately preceding such Payment Date by a fraction.  The numerator
        of the fraction shall in all cases be one, and the denominator of the fraction
        shall be the number of annual installments remaining to be paid to the
        Participant or his or her beneficiaries, including the installment for which
        the
        calculation is being made. For example, if a Participant elected to receive
        10
        annual installments, the amount of the first annual installment shall be
        1/10th
        of the Participant’s Deferral Account, the second annual installment shall be
        1/9th of the then remaining Deferral Account, and so on.

      


      Section
        5.5.   Prior
        Elections.  Any payment elections made by a Participant before
        January 1, 2005 shall continue in effect until such time as the Participant
        makes a subsequent payment election pursuant to Section 5.6 or 5.7 below
        and
        such payment election becomes effective as set forth below.  If no
        payment election was previously made, then the current payment election shall
        be
        deemed to be as follows:  (i) in the event of a Separation from
        Service, a single lump sum payment as of the first day of the month following
        the lapse of six months after the date of the Separation from Service, and
        (ii)
        in the event of death or Total and Permanent Disability, a single lump sum
        payment as set forth in Section 5.3 of the Plan.

      


      Section
        5.6.  Transitional Elections
        Prior
        to 2009.  On or before December 31, 2008, if a Participant
        wishes to change his payment election as to either the time or form of payment
        or both, the Participant may do so by completing a Payment Election Form
        approved by the Administrator, provided that any such election (i) must be
        made
        prior to the Participant’s Separation from Service, death or Total and Permanent
        Disability, (ii) shall not take effect before the date that is 12 months
        after
        the date the election is made and accepted by the Administrator, (iii) does
        not
        cause a payment that would otherwise be made in the year of the election
        to be
        delayed to a later year, and (iv) does not accelerate into the year in which
        the
        election is made a payment that is otherwise scheduled to be made in a later
        year.

      


      Section
        5.7.  Changes in Payment
        Elections
        after 2008.  On or after January 1, 2009, if a Participant
        wishes to change his or her payment election as to either the time or form
        of
        payment or both, the Participant may do so by completing a Payment Election
        Form
        approved by the Administrator, provided that any such election (i) must be
        made
        prior to the Participant’s Separation from Service, death or Total and Permanent
        Disability, (ii) must be made at least 12 months before the date on which
        any
        benefit payments as of a fixed date or pursuant to a fixed schedule are
        scheduled to commence, (iii) shall not take effect until at least 12 months
        after the date the election is made and accepted by the Administrator, and
        (iv)
        for payments to be made other than upon death or Total and Permanent Disability,
        must provide an additional deferral period of at least five years from the
        date
        such payment would otherwise have been made (or in the case of any installment
        payments treated as a single payment, five years from the date the first
        amount
        was scheduled to be paid).  For purposes of this Plan and clause (iv)
        above, all installment payments under this Plan shall be treated as a single
        payment.

       

       

      
        
          
          

        

        
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      Section
        5.8. Vesting.  Each
        Participant shall at all times be 100% vested as to the balance of his or
        her
        Deferral Account.

      


      ARTICLE
        VI

      DEATH
        BENEFIT

      


      Section
        6.1. Death
        Benefit.  Upon the death of a Participant prior to a Separation
        from Service, the beneficiary of the deceased Participant shall be paid a
        benefit amount equal to 100% of the Participant’s Deferral
        Account.  Payment of death benefits shall be in a single lump sum
        payment and shall be paid within 60 days after the Administrator has received
        notification of a Participant’s death, unless the Participant otherwise elects
        pursuant to Article V hereof.

      


      Section
        6.2. Designation of
        Beneficiary. A Participant may, by written instrument delivered to the
        Administrator during his lifetime, designate primary and contingent
        beneficiaries to receive any benefit payments which may be payable hereunder
        following the Participant’s death, and may designate the proportions in which
        such beneficiaries are to receive such payments. The Participant may change
        such
        designations from time to time, and the last written designation filed with
        the
        Administrator prior to the Participant’s death shall control. If a Participant
        fails to specifically designate a beneficiary or, if no designated beneficiary
        survives the Participant, payment shall be made to the beneficiary as determined
        under the Retirement Plan.

      


      ARTICLE
        VII

      ADMINISTRATION

      


      Section
        7.1. Duties of the
        Administrator. The Administrator shall oversee the Plan in accordance
        with its terms and purposes. The Administrator shall have complete authority
        to
        interpret and administer this Plan in accordance with its terms.

      


      Section
        7.2. Finality of
        Decisions. The decisions made by and the actions taken by the
        Administrator in the administration of the Plan shall be final and conclusive
        on
        all persons.

      


      Section
        7.3. Indemnification
        of the
        Administrator. The Administrator shall not be subject to individual
        liability with respect to this Plan. The Bank agrees to indemnify and to
        defend
        to the fullest extent permitted by law any officer or Employee who serves
        as
        Administrator (including any such individual who formerly served as
        Administrator) against all liabilities, damages, costs, and expenses (including
        attorneys’ fees and amounts paid in the settlement of any claims approved by the
        Bank) occasioned by any act or omission to act in connection with the Plan,
        if
        such act or omission is in good faith.

       

       

      
        
          
          

        

        
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      ARTICLE
        VIII

      AMENDMENT
        AND TERMINATION OF THE PLAN

      


      Section
        8.1. Amendment. The Board
        may at any time and from time to time amend, suspend or terminate this Plan;
        provided, however, that no amendment, suspension or termination may impair
        the
        rights of a Participant (or, in the case of a Participant’s death, his
        beneficiary or estate) to receive payment of amounts credited to such
        Participant’s Deferral Account prior to the effective date of such amendment,
        suspension or termination.  Notwithstanding anything in the Plan to
        the contrary, the Board may amend in good faith any terms of the Plan, including
        retroactively, in order to comply with Section 409A of the Code.

      


      Section
        8.2 Termination. Under
        no
        circumstances may the Plan permit the acceleration of the time or form of
        any
        payment under the Plan prior to the Payment Events specified herein, except
        as
        provided in this Section 8.2.  The Bank may, in its discretion, elect
        to terminate the Plan in any of the following three circumstances and accelerate
        the payment of the entire unpaid balance of the Participant’s Deferral Account
        in accordance with Section 409A of the Code:

      


      
        	
                (i)

              	
                the
                  Plan is irrevocably terminated within the 30 days preceding a Change
                  in
                  Control and (1) all arrangements sponsored by the Company and/or
                  the Bank
                  that would be aggregated with the Plan under Treasury Regulation
                  §1.409A-1(c)(2) are terminated, and (2) each Participant and all
                  participants under the other aggregated arrangements receive all
                  of their
                  benefits under the terminated arrangements within 12 months of
                  the date
                  the Company and the Bank irrevocably take all necessary action
                  to
                  terminate the Plan and the other aggregated
                  arrangements;

              
	 	 
	
                (ii)

              	
                the
                  Plan is irrevocably terminated at a time that is not proximate
                  to a
                  downturn in the financial health of the Company or the Bank and
                  (1) all
                  arrangements sponsored by the Company and/or the Bank that would
                  be
                  aggregated with the Plan under Treasury Regulation §1.409A-1(c) if a
                  Participant participated in such arrangements are terminated, (2)
                  no
                  payments are made within 12 months of the date the Company and
                  the Bank
                  take all necessary action to irrevocably terminate the arrangements,
                  other
                  than payments that would be payable under the terms of the arrangements
                  if
                  the termination had not occurred, (3) all payments are made within
                  24
                  months of the date the Company and the Bank take all necessary
                  action to
                  irrevocably terminate the arrangements, and (4) neither the Company
                  nor
                  the Bank adopts a new arrangement that would be aggregated with
                  the Plan
                  under Treasury Regulation §1.409A-1(c) if a Participant participated in
                  both arrangements, at any time within three years following the
                  date the
                  Company and the Bank take all necessary action to irrevocably terminate
                  the Plan; or

                
                

              


      

    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      


      
        	 	 
	
                (iii)

              	
                the
                  Plan is terminated within 12 months of a corporate dissolution
                  taxed under
                  Section 331 of the Code, or with the approval of a bankruptcy court
                  pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred by
                  each Participant under the Plan are included in such Participant’s gross
                  income in the later of (1) the calendar year in which the termination
                  of
                  the Plan occurs, or (2) the first calendar year in which the payment
                  is
                  administratively practicable.

                
                

              


      

      


      ARTICLE
        IX

      CLAIMS
        PROCEDURE

      


      Section
        9.1. Claims Procedure.

      


      (a)
        A claim for benefits under the Plan
        shall be filed on an application form supplied by the Administrator. Written
        notice of the disposition of the claim shall be furnished to the claimant
        within
        90 days after an application form is received by the Administrator, unless
        special circumstances (as determined by the Administrator) require an extension
        for processing the claim. If such an extension is required, the Administrator
        shall render a decision as soon as possible subsequent to the 90-day period,
        but
        such decision shall not be rendered later than 180 days after the application
        form is received by the Administrator. Written notice of such extension shall
        be
        furnished to the claimant prior to the commencement of the extension and
        indicate the special circumstances requiring such extension and the date
        by
        which the Administrator expects to render the decision on the claim. In the
        event the claim is denied, the Administrator shall set forth in writing the
        reasons for the denial and shall cite pertinent provisions of the Plan upon
        which the decision is based. In addition, the Administrator shall provide
        a
        description of any additional material or information necessary for the claimant
        to perfect the claim, an explanation of why such information is necessary,
        and
        appropriate information as to the steps to be taken if the Participant or
        beneficiary wishes to submit such claim for review as provided in (b)
        below.

      


      (b)
        A Participant or beneficiary whose
        claim described in subsection (a) above has been denied in whole or in part
        shall be entitled to the following rights if exercised within 60 days after
        written denial of a claim is received:

      


      (1)
        to request a review of the claim
        upon written application to the Administrator;

      


      (2)
        to review documents associated with
        the claim; and

      


      (3)
        to submit issues and comments in
        writing to the Administrator.

      


      (c)
        If a Participant or a beneficiary
        requests a review of the claim under subsection (b) above, the Administrator
        shall conduct a full review (including a formal hearing if desired) of such
        request, and a decision on such request shall be made within 60 days after
        the
        Administrator has received the written request for review from the Participant
        or the beneficiary. Special circumstances (such as a need for full hearing
        on
        request) can allow the Administrator to extend the decision on such request,
        but
        the decision shall be rendered no later than 120 days after receipt of the
        request for review. Written notice of such an extension shall be furnished
        to
        the Participant or the beneficiary prior to the commencement of the extension.
        The decision of the Administrator on review shall be set forth in writing
        and
        shall include specific reasons for the decision, as well as specific references
        to the pertinent provisions of the Plan upon which the decision is
        based.

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

     

    
      ARTICLE
        X

      MISCELLANEOUS

      


      Section
        10.1. No Employment
        Rights.
        Nothing contained in this Plan shall be construed as a contract of employment
        between the Employer and an Employee, or as a right of any Employee to be
        continued in the employment of the Employer, or as a limitation of the right
        of
        the Employer to discharge any of its Employees, with or without
        cause.

      


      Section
        10.2. Assignment. The
        benefits payable to Participants under this Plan may not be assigned or
        alienated by the Participants. The same shall not be subject to attachment
        or
        garnishment or other legal process by any creditor of such Participant or
        beneficiary.

      


      Section
        10.3. Law Applicable. This Plan shall be
        governed by the laws of the State of Pennsylvania, other than its laws
        respecting choice of law, to the extent not preempted by the provisions of
        ERISA.

      


      Section
        10.4. Receipt and Release.
        Any payment to any Participant or beneficiary in accordance with the provisions
        of the Plan shall, to the extent thereof, be in full satisfaction of all
        claims
        against the Bank, the Administrator, and the Plan.

      


      Section
        10.5. No Funding. The Plan
        constitutes a mere promise by the Bank to make payments in accordance with
        the
        terms of the Plan, and Participants and beneficiaries shall have the status
        of
        general unsecured creditors of the Bank. Nothing in the Plan will be construed
        to give any Employee, or any other person, rights to any specific assets
        of the
        Bank or of any other person.

      


      IN
        WITNESS WHEREOF, the Bank has caused
        this Plan to be executed by its duly authorized officers effective as of
        December 20, 2007.

       

      
        
          	 	 	PARKVALE
                  SAVINGS
                  BANK
	
                  Attest:

                	 	 
	 	 	 
	 	 	 
	 /s/
                  Deborah M. Cardillo	
                   

                	
                  By:

                	
                  /s/
                    Robert J. McCarthy, Jr.

                
	
                  Deborah
                    M. Cardillo

                	 	
                  Robert
                    J. McCarthy, Jr.

                
	
                  Corporate
                    Secretary

                	 	
                  President
                    and Chief Executive
                    Officer

                


        

      

    

     

     

    
      
        
        

      

      
        10