Exhibit 10.2
 RETIREMENT PLAN FOR OUTSIDE DIRECTORS
OF NORTHWEST SAVINGS BANK AND ELIGIBLE AFFILIATES
 Article I. Establishment and Purpose
     Article II. Definitions and Construction
   (a)
    
    Plan Administrator means the person or group of persons appointed by the
Board of Directors to administer this Plan. In the event there is no person or group
of persons appointed by the Board to administer this Plan, or such person or group
resigns from or fails to assume the responsibility to administer the Plan, the Human
Resources Department of the Bank shall act as Plan Administrator.(b)
    
    Bank means Northwest Savings Bank, a Pennsylvania corporation, and its
corporate successors.(c)
    
    Board or Board of Directors means the Board of Directors of the Bank.(d)
    
    Beneficiary means the person whom the Participant has designated pursuant to
Section 3.4(c) to receive undistributed Retirement Benefits which the Participant has
accrued hereunder at his date of death.




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(e)
    
    Director means a member of the Board of Directors of the Bank or any Eligible
Affiliate,or, in the case of Northwest Bancorp Mutual Holding Company, a member of its
Board of Trustees.(f)
    
    Eligible Affiliate means the parent corporation or an affiliated corporation
of Northwest Savings Bank which the Board of Northwest Savings Bank has determined by
duly adopted resolution to be eligible for the Plan,including Northwest Bancorp Mutual
Holding Company and Northwest Bancorp, Inc..(g)
    
    Disability Benefit is the amount payable to a Participant in accordance with
Section 3.5 hereof upon his becoming Disabled as defined in Treasury Regulations
Section 1.409A-3(i)(4).(h)
    
    Outside Director means a Director who is not an employee of the Bank who is
not entitled, either before or after retirement from the Board of the Bank or any
Eligible Affiliates, to receive employee pension benefits from the Bank or from any of
its subsidiaries or affiliates.(i)
    
    Participant means any eligible Outside Director of the Bank or any Eligible
Affiliates who meets the participation requirements set forth in Section 3.1 of this
Plan.(j)
    
    Retainer means the annual Retainer payable to an Outside Director each Fiscal
Year as compensation for membership on the Board of Directors of the Bank or any
Eligible Affiliate.(k)
    
    Retire or Retirement means termination for any reason from service as a
Director of the Bank or Eligible Affiliate after five or more Years of Service,
provided that such Retirement qualifies as a Separation from Service as defined in
Treasury Regulations Section 1.409A-1(h).(l)
    
    Retirement Benefit is the amount payable to a Participant following his
Retirement calculated in accordance with Section 3.3(a) of this Plan.(m)
    
    Years of Service means the number of consecutive 12-month periods, or
fractions thereof, which an Outside Director serves on the Board of Directors of the
Bank or any Eligible Affiliate, but not to exceed ten (10) such consecutive 12-month
periods. Years of Service shall include service on the Board of Directors of the Bank
or of an Eligible Affiliate prior to the establishment of this Plan, and any period
during which the Participant is disabled within the meaning of Section 3.5 hereof prior
to age 65. However, in no event shall the Years of Service credited under this Plan
exceed ten (10).
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, , ,
  ,
 Article III. Participation and Benefits
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(a)
    
    Amount of Retirement Benefit. Upon a Participants Retirement
from the Board of the Bank or an Eligible Affiliate on or after his attainment
of age 60, he shall be entitled to an annual Retirement Benefit in an amount
equal to:
 (1)
    
    Sixty percent of the annual Retainer payable to
an Outside Director as compensation for membership on the applicable
Board at the annual rate which was in effect immediately prior to his
Retirement;
  (2)
    
    Sixty percent of the annual meeting fees
payable to an Outside Director as compensation for his attendance at
meetings of the applicable Board at the annual rate which was in effect
immediately prior to his Retirement.
 (b)
    
    Upon a Participants Retirement from the applicable Board prior
to his attainment of age 60, he shall be entitled to an annual Retirement
Benefit equal to one-half of the Retirement Benefit calculated under
subparagraphs (1) and (2) of paragraph (a) above.(c)
    
    Commencement of Payments
 (1)
    
    Retirement prior to Attainment of Age 65. In
the event a Participant retires from the applicable Board prior to his
attainment of age 65, Retirement Benefits shall commence on the first
day of the calendar quarter following his attainment of age 65.(2)
    
    Retirement after Attainment of Age 65. In the
event a Participant retires from the applicable Board after his
attainment of age 65, Retirement Benefits shall commence on the first
day of the calendar quarter following his Retirement.
 (d)
    
    Duration and Payment of Retirement Benefits. Retirement
Benefits shall be paid to each Retired Participant for a period equal to the
lesser of the number of his Years of Service, his life or ten years.
Retirement Benefits shall be paid in quarterly installments on the first day of
each calendar quarter following the Participants Retirement.
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(a)
    
    Death While Serving on an Applicable Board. Upon the death of
a Participant on or after April 1, 2003 while serving on an applicable Board,
the Bank or Eligible Affiliate, as applicable, shall pay to the Participants
Beneficiary an amount equal to the benefit described in Section 3.3(a) of this
Plan for a period equal to the lesser of the number of his Years of Service or
ten (10) Years. The present value of this stream of payments shall be paid to
the Participants Beneficiary in a lump sum within 60 days following the
Participants death, using a 7.0 percent discount rate.(b)
    
    Death After Serving on an Applicable Board. Upon the death of
a Participant on or after April 1, 2003 following the Participants Retirement
from an applicable Board, the Bank or Eligible Affiliate, as applicable, shall
pay to the Participants designated Beneficiary the remaining benefit that the
Participant was entitled to under this Plan, if any. The present value of any
remaining benefits shall be paid to the Participants Beneficiary in a lump sum
within 60 days following the Participants death, using a 7.0 percent discount
rate.(c)
    
    Designation of a Beneficiary. The Plan Administrator shall
make available to all Participants an appropriate form for their designation of
a Beneficiary to receive remaining benefits payable under the Plan in the event
of the Participants death. If a Participant has not designated a Beneficiary
or the designated Beneficiary has pre-deceased the Participant at the time of
his death, any remaining benefits payable under the Plan at the Participants
death shall be paid to his estate.
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Article IV. Continuing Obligations of Retired Outside Directors.
     Article V. General Provisions.
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Article VII. Amendment and Termination.
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IN WITNESS WHEREOF ,
 NORTHWEST SAVINGS BANKDecember 17, 2008
    
    
    
    By:
    
    /s/ William WagnerDate
    
    
    
    
    
    William Wagner, President
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