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
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ARTICLE I   Definitions
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.
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ARTICLE II
 Deferral of Compensation Payable as Directors Fees
 Section 2.01 Deferral Elections . ,
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Section 2.02 Change in Time and Form of Payment
 (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.
 th
 ARTICLE III
 Accumulation of Deferred Compensation
 Section 3.01 Participant Accounts
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Section 3.02 Interest on Accounts
 Section 3.03 Additional Benefit Upon Death Before Age 72
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ARTICLE IV
 Events of Distribution
 Section 4.01 Selection of Event of Distribution
 Section 4.02 Unforeseeable Emergency ,
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Section 4.03 Definition of Unforeseeable Emergency
 Section 4.04. Amount of Payment Permitted and Conditions of Payment Upon an
Unforeseeable Emergency
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(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.
  Section 4.05 Other Events of Distribution
 (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
 Section 5.02 Delay of Payments Under Certain 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
 ARTICLE VI
 General Provisions
 Section 6.01. Administration
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Section 6.02 Compliance with Code Section 409A.
 Section 6.03. Funding
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Section 6.04 Expenses
 Section 6.05 Indemnification
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Section 6.06. Nonassignability
 Section 6.07 Payment to Guardian
 Section 6.08 Successors
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Section 6.09 Gender and Number
 Section 6.10 Not a Contract of Service
 Section 6.11 Severability
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Section 6.12 Applicable Law
 ARTICLE VII
 Claims Procedure
 Section 7.01 General
 Section 7.02 Denials
 Section 7.03 Notice
 (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
 (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
 ARTICLE VIII
 Amendment or Termination of Plan
 Section 8.01 General
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Section 8.02 Notice
 IN WITNESS WHEREOF
 NORTHWEST SAVINGS BANKDecember 17, 2008
    
    
    
    By:
    
    /s/ William WagnerDate
    
    
    
    
    
    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
   first
 (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, ___.
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one
 (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
 ELIGIBLE DIRECTORDate:
    
    
    
    Signed:Printed or Typed:Employee Social Security No.:Received
    
    
    
    
    
    PLAN ADMINISTRATORDate:
    
    
    
    Signed:
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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) .
  PART II
 CHANGE OF FORM OF PAYMENT
 o
    
    lump sumo
    
    five equal installmentso
    
    ten equal installments
  o
    
    lump sumo
    
    five equal installmentso
    
    ten equal installments
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ELIGIBLE DIRECTORDate:
, 20
    
    Signed:Printed or Typed:Employee Social Security No.:RECEIVED
    
    
    
    
    
    PLAN ADMINISTRATORDate:
, 20
    
    Signed:
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EXHIBIT III
 BENEFICIARY DESIGNATION
 Participant Name   SSN:
 Mailing
    
    Address:
 City
    
    State
    
    Zip Code
  PRIMARY BENEFICIARY:Name:
    
    
    
    
    
    % of Benefit:Name:
    
    
    
    
    
    % of Benefit:Name:
    
    
    
    
    
    % of Benefit:
  Name:
    
    
    
    
    
    % of Benefit:Name:
    
    
    
    
    
    % of Benefit:Name:
    
    
    
    
    
    % of Benefit:
  Date
    
    
    
    Participant