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expected to result in death, or last for a continuous period of not less than 12 months; (b) byreason of any medically determinable physical or mental impairment which can be expected to resultin death, or last for a continuous period of not less than 12 months, is receiving incomereplacement benefits for a period of not less than three months under an accident and health plancovering employees of the Bank; or (c) is determined to be disabled by the Social SecurityAdministration.     **“Eligible Affiliate”**means an affiliated corporation of the Bank which the Board hasdetermined by duly adopted resolution to be eligible for the Plan.     **“Eligible Employee”**means a member of the upper management of the Bank or of an EligibleAffiliate at Grade Level 16 or above who is eligible to receive an annual management incentivebonus.     **“ERISA”**means the Employee Retirement Income Security Act of 1974, as amended.     **“Event of Distribution”**means the earlier of the Participant’s (a) voluntary Separation fromService; (b) involuntary Separation from Service for a period of six consecutive months; (c) death;or (d) Disability.     **“Participant”**means an Eligible Employee who elects to defer compensation pursuant to the Planand who retains, or whose beneficiaries retain, benefits under the Plan in accordance with itsterms.     **“Plan”**means the Amended and Restated Northwest Savings Bank and Affiliates Upper Managers’Bonus Deferred Compensation Plan as it may be amended from time to time.     **“Plan Administrator”**means the human resources department of the Bank.
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     “**Separation from Service”**or “**Separates from Service**” means the Participant’s retirement,Disability, death or other termination of employment with the Bank within the meaning of CodeSection 409A. No Separation from Service shall be deemed to occur due to military leave, sickleave or other bona fide leave of absence if the period of such leave does not exceed 6 months or,if longer, so long as the Participant’s right to reemployment is provided by law or contract. Ifthe leave exceeds six (6) months and the Participant’s right to reemployment is not provided bylaw or by contract, then the Participant shall have a Separation from Service on the first dateimmediately following such six (6)-month period. Whether a Separation from Service has occurred isdetermined based on whether the facts and circumstances indicate that the Bank and the Participantreasonably anticipated that no further services would be performed after a certain date or that thelevel of bona fide services the Participant would perform after such date (whether as an employeeor as an independent contractor) would permanently decrease to less than 50% of the average levelof bona fide services performed over the immediately preceding 36 months (or such lesser period oftime in which the Participant performed services for the Bank).     **“Specified Employee”**means a “key employee” of the Bank within the meaning of Code Section416(i) without regard to paragraph 5 thereof (i.e., generally, employees making more than $150,000per year, as adjusted annually by the IRS), determined in accordance with Treasury Regulation1.409A-1(i).     **“Year”**(unless otherwise specified) means the Bank’s fiscal year, which runs from July 1through June 30.**ARTICLE II**
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**Deferral of Compensation****Section 2.01****.****Deferral Elections**. Each Eligible Employee may elect each year todefer the dollar amount or percentage of his annual bonus which he specifies in a Deferral ElectionForm which he executes in the form of Exhibit 1 hereto and files with the Plan Administrator. SuchDeferral Election shall apply only to the annual bonus which the Eligible Employee earns in thefiscal year which follows that in which he executes and files his Deferral Election Form. Inaddition, in the year in which an employee first becomes eligible to participate in the Plan,including the year in which the Plan is first adopted by the Bank, if the Eligible Employeeexecutes and files his Deferral Election within 30 days of first becoming Eligible to participate,such Deferral Election shall also apply to the annual bonus which the Eligible Employee earns inthe fiscal year in which his Deferral Election is filed. Once made, a Deferral Election shall beirrevocable and shall remain in effect for the fiscal year with respect to which it was executed,except that the Participant shall retain the right to change his designation of beneficiaries withrespect to any Deferral Election at any time, upon filing a duly executed beneficiary designationform with the Plan Administrator in accordance with Section 5.02. Notwithstanding the foregoing,effective December 31, 2005, the Plan is hereby frozen so that no further elections to defercompensation shall be permitted under the Plan.**ARTICLE III****Accumulation of Deferred Compensation****Section 3.01**. **Participant Accounts**. The dollar amount of annual bonus deferredpursuant to each Deferral Election executed and filed by each Participant hereunder shall becredited as of
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the end of the calendar month in which such bonus is payable to such Participant to an unfundedbook reserve account (the “Deferred Compensation Account”) and shall be recorded on the financialbooks and records of the Bank as a deferred compensation liability in the names of the respectiveParticipants.**Section 3.02****.****Interest on Accounts**. The Deferred Compensation Accounts of eachParticipant having a credit balance shall earn interest at the annual earnings rate paid on theBank’s five (5) year certificates of deposit as of the end of the preceding fiscal year. Suchinterest shall be credited on or before the last business day of each calendar quarter on theaverage credit balance held in each Participant’s Deferred Compensation Account during thatquarter.**ARTICLE IV****Event of Distribution****Section 4.01****.****Event of Distribution**. Within 30 days following the Event ofDistribution, the aggregate amount of his Deferred Compensation Account shall become payable to theParticipant (or his designated beneficiary) in accordance with Article V.**Section 4.02****.****Unforeseeable Emergency**. In addition to the Event of Distribution,a portion of the Deferred Compensation Account of any Participant shall be payable to him or to anyof his beneficiaries in the event of an unforeseeable emergency that is caused by an event beyondthe control of the Participant or beneficiary and that would result in severe financial hardship tothe individual if early withdrawal were not permitted. Any early withdrawal pursuant to thissection is limited to the amount necessary to meet the emergency, which cannot be met from other
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resources, such as insurance, savings or borrowing.. Such withdrawal shall be made within 30 daysfollowing the date on which the Bank determines that the Participant has suffered an unforeseeableemergency.**Section 4.03****.****Definition of Unforeseeable Emergency**. Conditions which warrantapproval of a Participant’s (or beneficiary’s) application for early withdrawal on account ofunforeseeable emergency are limited to cases of severe financial hardship to the Participant (or tohis spouse, beneficiary, or dependent as defined in Code Section 152 without regard to Code Section152(b)(1), (b)(2), and (d)(1)(B)) resulting from a sudden and unexpected illness or accident, lossof the Participant’s property due to casualty, or other similar extraordinary and unforeseeablecircumstances arising as a result of events beyond the control of the Participant. Earlywithdrawal may not be made to the extent that the financial hardship to the Participant (or to hisbeneficiary) is or may be relieved — (a) through reimbursement or compensation by insurance or otherwise;  (b) by liquidation of the Participant’s assets, to the extent theliquidation of such assets would not itself cause severe financial hardship, or  (c) cessation of deferrals under this Plan.The need to send a Participant’s dependent to college or to purchase a home are not considered anunforeseeable emergency. Amounts withdrawn may not be returned to the Plan. Withdrawals will besubject to Federal income tax. A Participant may include in his hardship withdrawal the amount oftaxes he will incur as a result of it.Participants who make a hardship withdrawal may not make Elective Deferrals or other contributionsto the Plan for twelve months following receipt of a hardship distribution.
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**ARTICLE V****Payment of Deferred Compensation****Section 5.01**. **Payment of Account Balances**. The current balance of theParticipant’s Deferred Compensation Account shall be payable in a single cash lump sumdistribution within 30 days following the occurrence of the Event of Distribution, unless theParticipant elects otherwise in accordance with Section 5.04 below. Notwithstanding the foregoing,in the event that the Participant dies, the current balance in the Participant’s DeferredCompensation Account as of the Participant’s date of death shall be paid to the Participant’sdesignated beneficiary(ies). Such benefit shall commence within 30 days following the date of theParticipant’s death and shall be payable in a lump sum distribution.**Section 5.02****.****Designation of Beneficiaries**. Each Participant shall have the rightto designate beneficiaries using the Beneficiary Designation Form attached hereto as Exhibit 2.The designated beneficiaries are to succeed to his right to receive future payments hereunder inthe event of his death. In case of a failure of designation or the death of a designatedbeneficiary 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. Beneficiaries may be changed without the consent of anyprior beneficiaries. Payment of a deceased Participant’s Deferred Compensation Account to hisdesignated beneficiary may be made in a single sum or over a period less than the number of yearsdesignated by the deceased Participant, as determined by the Plan Administrator in its unfettereddiscretion.
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**Section 5.03****.****Delay in the Commencement Date for Payment of Benefits**.Notwithstanding the foregoing, if the Participant is a Specified Employee and the distributionunder the Plan is due to Separation from Service (other than due to death or Disability), thensolely to the extent necessary to avoid penalties under Code Section 409A, no distribution shall bemade during the first six (6) months following the Participant’s Separation from Service. Rather,any distribution which would otherwise be paid to the Participant during such period shall beaccumulated and paid to the Participant in a lump sum on the first day of the seventh monthfollowing such Separation from Service.**Section 5.04.****Transition Year Election for Participants**. Notwithstanding theforegoing, a Participant may elect a specified date on which the current balance of theParticipant’s Deferred Compensation Account will be paid by filing with the Bank a Transition YearElection Form, attached hereto as Exhibit 3, on or before December 31, 2008.**ARTICLE VI****General****Section 6.01**. **Benefits Not Assignable**. The right of any Participant orbeneficiary of a Participant in any benefit or to any payment hereunder shall not be subject in anymanner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, orgarnishment by creditors of any Participant or of any Participant’s beneficiaries.
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**Section 6.02**. **No Trust or Fiduciary Relationship; Unfunded Accounts**. Nothingcontained herein shall be deemed to create a trust of any kind or create any fiduciaryrelationship. All liabilities created under this Plan for compensation deferred by Participantshereunder shall be unfunded for purposes of federal income taxes and for purposes of Title I ofERISA. Nothing contained herein shall be construed as giving any Participant or any beneficiary ofa Participant, any right to or title in the Deferred Compensation Accounts maintained in his name,or in any other assets of the Bank, which shall at all times be subject to the claims of generalcreditors of the Bank. The right of any Participant or beneficiary to any benefits or Accountshereunder is exclusively contractual.**Section 6.03**. **Usage**. All references to the masculine pronoun herein shall mean orinclude the feminine pronoun as appropriate or as required by the context. The plural shallinclude the singular and vice versa.**Section 6.04**. **Plan Administration**. The Plan Administrator shall have the fullpower and authority to interpret, construe, and administer this Plan, and such interpretation,construction and administration shall be conclusive on all Participants and beneficiaries. ThisPlan shall be governed by and construed in accordance with the laws of the Commonwealth ofPennsylvania to the extent not pre-empted by ERISA.**Section 6.05**. **Exculpatory Provision**. No member of the Board or of the PlanAdministrator and no officer or employee of the Bank shall be liable to any person for any actiontaken or
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omitted in connection with the administration of this Plan unless attributable to his own fraud orwillful misconduct; nor shall the Bank be liable to any person for any such action unlessattributable to fraud or willful misconduct on the part of a director, officer or employee of theBank.**Section 6.06**. **No Contract of Employment**. This Plan shall not be deemed toconstitute a contract of employment between the parties hereto nor shall any provision hereofrestrict the right of the Bank or an Eligible Affiliate to discharge the employee or restrict theright of the employee to terminate his or her employment.**Section 6.07**. **Taxes**. The Bank may withhold from any benefit payable under thisPlan all federal, state, city, income, employment or other taxes as shall be required pursuant toany law or governmental regulation then in effect. Moreover, the Plan shall permit theacceleration of the time or schedule of a payment to pay employment related taxes as permittedunder Treasury Regulation 1.409A-3(j) or to pay any taxes that may become due at any time that thearrangement fails to meet the requirements of Code Section 409A and the regulations and otherguidance promulgated thereunder. In the latter case, such payments shall not exceed the amountrequired to be included in income as the result of the failure to comply with the requirements ofCode Section 409A.**ARTICLE VII****Claims Procedure**
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**Section 7.01****.****General**. Any claim for any payment due under the Plan shall befiled by the Participant or beneficiary (“claimant”) in the manner prescribed by the PlanAdministrator.**Section 7.02****.****Denials**. If a claim for a payment requested under the Plan iswholly or partially denied, notice of the decision shall be furnished to the claimant by the PlanAdministrator within a reasonable period of time after receipt of the claim by the PlanAdministrator.**Section 7.03****.****Notice**. Any claimant who is denied a claim for payment requestedunder 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 uponwhich the denial is based;  (c) a description of any additional material or informationnecessary of the claimant to perfect the claim; and  (d) an explanation of the claim review procedure under the Plan.**Section 7.04****.****Appeals Procedure**. In order that a claimant may appeal a denial ofa claim, the claimant or the claimant’s duly authorized representative may: (a) request a review by written application to the PlanAdministrator, or its designee, no later than 60 days after receipt by theclaimant of written notification of denial of a claim;  (b) review pertinent documents; and
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 (c) submit issues and comments in writing.**Section 7.05****.****Review**. A decision on review of a denied claim shall be made notlater than 60 days after receipt of a request for review, unless special circumstances require anextension of time for processing, in which case a decision shall be rendered within a reasonableperiod of time, but not later than 120 days after receipt of a request for a review. The decisionon review shall be in writing and shall include the specific reason(s) for the decision and thespecific reference(s) to the pertinent provisions of the Plan on which the decision is based.**ARTICLE VIII****Amendment and Termination of the Plan****Section 8.01****.****General**. The Plan may be amended in whole or in part or terminatedfrom time to time by the Board, provided that no amendment or termination may divest anyParticipant or beneficiary of rights to deferred compensation earned and accumulated in the Plan atthe time of such amendment or termination.**Section 8.02**. **Notice**. Notice of every such amendment shall be given in writing toeach Participant and beneficiary of a deceased Participant.**Section 8.03****Termination**. Subject to the requirements of Code Section 409A, in theevent of complete termination of the Plan, the Plan shall cease to operate and the Bank shall payout to the Participant his or her benefit as if the Participant had Separated from Service as ofthe effective date of the complete termination. Such complete termination of the Plan shall occuronly under the following circumstances and conditions:
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(a) The Bank may terminate the Plan within 12 months of a corporatedissolution taxed under Code Section 331, or with approval of a bankruptcycourt pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amountsdeferred under the Plan are included in the Participant’s gross income inthe latest of (i) the calendar year in which the Plan terminates; (ii) thecalendar year in which the amount is no longer subject to a substantial riskof forfeiture; or (iii) the first calendar year in which the payment isadministratively practicable.(b) The Bank may terminate the Plan by irrevocable Board action taken withinthe 30 days preceding a Change in Control (but not following a Change inControl), provided that the Plan shall only be treated as terminated if allsubstantially similar arrangements sponsored by the Bank are terminated sothat the Participant and all participants under substantially similararrangements are required to receive all amounts of compensation deferredunder the terminated arrangements within 12months of the date of thetermination of the arrangements. For purposes herein, the definition of“Change in Control” shall be defined in accordance with Code Section 409A.(c) The Bank may terminate the Plan provided that (i) the termination andliquidation does not occur proximate to a downturn in the financial healthof the Bank, (ii) all arrangements sponsored by the Bank that would beaggregated with this Plan under Treasury Regulation 1.409A-1(c) if the
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Participant covered by this Plan was also covered by any of those otherarrangements are also terminated; (iii) no payments other than payments thatwould be payable under the terms of the arrangement if the termination hadnot occurred are made within 12 months of the termination of thearrangement; (iv) all payments are made within 24 months of the terminationof the arrangements; and (v) the Bank does not adopt a new arrangement thatwould be aggregated with any terminated arrangement under TreasuryRegulation 1.409A-1(c) if the Participant participated in both arrangements,at any time within three (3) years following the date of termination of thearrangement.     IN WITNESS WHEREOF, the Bank has signed this amended and restated Plan on the date set forthbelow, with the intention of bringing the Plan into compliance with Code Section 409A.         **NORTHWEST SAVINGS BANK**         December 17, 2008 By: /s/ William Wagner   Date      
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**EXHIBIT 1****AMENDED AND RESTATED**