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                                                                    Exhibit 10.6


                             NORTHWEST BANCORP, MHC
                             NORTHWEST SAVINGS BANK
                           AND NORTHWEST BANCORP, INC.
                              EMPLOYMENT AGREEMENT
                                       FOR
                                WILLIAM J. WAGNER

         This Agreement is made effective as of the day 1st day of July, 2002 by
and between (i) Northwest Bancorp, MHC, a federally-chartered corporation
("MHC"), Northwest Savings Bank (the "Bank"), a Pennsylvania-chartered stock
savings bank and Northwest Bancorp, Inc., a federally-chartered corporation (the
"Company"), each with its principal administrative office at Liberty and Second
Streets, Warren, Pennsylvania 16365, and (ii) William J. Wagner (the
"Executive").

         WHEREAS, the MHC, the Bank and the Company desire the continued
services of Executive for the period provided in this Agreement; and

         WHEREAS, Executive is willing to continue to serve in the employ of the
MHC, the Bank and the Company on a full-time basis for said period and agrees
not to compete with the MHC, the Bank or the Company following any termination
of employment, except upon a Change in Control, as set forth herein.

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and upon the other terms and conditions hereinafter provided, the
parties hereby agree as follows:

1. POSITION AND RESPONSIBILITIES

       During the period of his employment hereunder, Executive agrees to serve
as President, Chief Executive Officer and a Director or Trustee of the MHC, the
Bank and the Company. During said period, Executive also agrees to serve, if
elected, as an officer and director of any subsidiary or affiliate of the MHC,
the Bank or the Company. Failure to reelect Executive as President, Chief
Executive Officer and a Director or Trustee of the MHC, the Bank and the
Company, or failure to nominate Executive as a Director of the Company, without
the consent of the Executive during the term of this Agreement shall constitute
a breach of this Agreement.

2. TERMS AND DUTIES

         (a) The period of Executive's employment under this Agreement shall
begin as of the date first above written and shall continue for a period of
thirty-six (36) full calendar months thereafter. Commencing on the first
anniversary date of this Agreement, and continuing at each anniversary date
thereafter, the Agreement shall renew for an additional year such that the
remaining term shall be three (3) years unless written notice is provided to
Executive at least ten (10) days and not more than thirty (30) days prior to any
such anniversary date, that this Agreement shall cease at the end of thirty-six
(36) months following such anniversary date. Prior to each notice period for
non-renewal, the disinterested members of the Board of Directors of the Bank
("Board")

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will conduct a comprehensive performance evaluation and review of the Executive
for purposes of determining whether to extend the Agreement, and the results
thereof shall be included in the minutes of the Board's meeting.



          (b) During the period of his employment hereunder, except for periods
of absence occasioned by illness, reasonable vacation periods, and reasonable
leaves of absence, Executive shall faithfully perform his duties hereunder, to
the best of his abilities, including activities and services related to the
organization, operation and management of the MHC, the Bank and/or Company.

3. COMPENSATION AND REIMBURSEMENT

          (a) The compensation specified under this Agreement shall constitute
the salary and benefits paid for the duties described in Section 2(b). The MHC,
the Bank or the Company shall pay Executive as compensation a salary of not less
than $325,000 per year ("Base Salary"). Such Base Salary shall be payable
biweekly. During the period of this Agreement, Executive's Base Salary shall be
reviewed at least annually; the first such review will be made no later than
July 31, 2002. Such review shall be conducted by a Committee designated by the
Board, and the Board may increase, but not decrease, Executive's Base Salary
(any increase in Base Salary shall become the "Base Salary" for purposes of this
Agreement). In addition to the Base Salary provided in this Section 3(a), the
Bank shall provide Executive with all such other benefits as are provided
uniformly to executive officers of the Bank.

          (b) The Bank will provide Executive with employee benefit plans,
arrangements and perquisites substantially equivalent to those in which
Executive was participating or otherwise deriving benefit from immediately prior
to the beginning of the term of this Agreement, and the Bank will not, without
Executive's prior written consent, make any changes to such plans, arrangements
or perquisites which would adversely affect Executive's rights or benefits
thereunder, unless any such change is broad-based and affects substantially all
executive officers of the Bank. Without limiting the generality of the foregoing
provisions of this Subsection (b), Executive will be entitled to participate in
or receive benefits under any employee benefit plans including but not limited
to the retirement plan, 401(k) plan, employee stock ownership plan, supplemental
pension plan, health-and-accident plans, medical coverage or any other employee
benefit plan or arrangement made available by the Bank in the future to its
senior executives and key management employees, subject to and on a basis
consistent with the terms, conditions and overall administration of such plans
and arrangements. Executive will be entitled to incentive compensation and
bonuses as provided in any plan of the Bank in which Executive is eligible to
participate (and he shall be entitled to a pro rata distribution under any
incentive compensation or bonus plan as to any year in which a termination of
employment occurs, other than Termination for Cause). Nothing paid to the
Executive under any such plan or arrangement will be deemed to be in lieu of
other compensation to which the Executive is entitled under this Agreement.

         (c) In addition to the Base Salary provided for by paragraph (a) of
this Section 3,




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the Bank shall pay or reimburse Executive for all reasonable travel and other
reasonable expenses incurred by Executive performing his obligations under this
Agreement and may provide such additional compensation in such form and such
amounts as the Board may from time to time determine.

         (d) Compensation and reimbursement to be paid pursuant to paragraphs
(a), (b) and (c) of this Section 3 shall be paid by the MHC, the Bank and the
Company, respectively, on a pro rata basis, based upon the amount of service the
Executive devotes to the MHC, the Bank and Company, respectively.




4. PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION

         The provisions of this Section shall in all respects be subject to the
terms and conditions stated in Sections 7 and 14.

         (a) The provisions of this Section shall apply upon the occurrence of
an Event of Termination (as herein defined) during the Executive's term of
employment under this Agreement. As used in this Agreement, an "Event of
Termination" shall mean and include any one or more of the following:

         (i) the termination by the MHC, the Bank or the Company of Executive's
full-time employment hereunder for any reason other than (A) Disability or
Retirement, as defined in Section 5 below, or (B) Termination for Cause as
defined in Section 6 hereof; or

         (ii) Executive's resignation from the MHC, the Bank or Company's
employ, upon any

                  (A) reduction in Executive's Base Salary or a reduction in the
                  benefits and perquisites to the Executive from those being
                  provided as of the effective date of this Agreement, provided
                  however that a reduction in benefits or perquisites that is
                  broad based and affects substantially all executives of the
                  Bank shall not be deemed an Event of Termination hereunder
                  unless such reduction in benefits or perquisites occurs
                  coincident with or following a Change in Control,

                  (B) failure to elect or reelect or to appoint or reappoint
                  Executive as President, Chief Executive Officer and a Director
                  or Trustee of the MHC, the Bank or the Company, or failure to
                  nominate Executive as a Director of the Company, or

                  (C) change in Executive's function, duties, or
                  responsibilities, which change would cause Executive's
                  position to become one of lesser responsibility, importance,
                  or scope from the position and attributes thereof described in
                  Section 1, above,






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                  (D) a relocation of Executive's principal place of employment
                  by more than 30 miles from its location as of the effective
                  date of this Agreement, or

                  (E) liquidation or dissolution of the MHC, the Bank or Company
                  other than liquidations or dissolutions that are caused by
                  reorganizations that do not affect the status of Executive, or

                  (F) breach of this Agreement by the MHC, the Bank or the
                  Company.

Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D),
(E) or (F) above, Executive shall have the right to elect to terminate his
employment under this Agreement by resignation upon not less than one hundred
and twenty (120) days prior written notice given within a reasonable period of
time not to exceed twelve calendar months after the initial event giving rise to
said right to elect. Notwithstanding the preceding sentence, in the event of a
continuing breach of this Agreement by the MHC, the Bank or the Company, the
Executive, after giving due notice within the prescribed time frame of an
initial event specified above, shall not waive any of his rights solely under
this Agreement and this Section 4 by virtue of the fact that Executive has
submitted his resignation but has remained in the employment of the MHC, the
Bank or the Company and is engaged in good faith discussions to resolve any
occurrence of an event described in clauses (ii) (A), (B), (C), (D), (E) or (F)
above.

          (iii) Executive's voluntary resignation from the Bank and/or Company's
employ on the effective date of, or at any time following, a Change in Control
during the term of this Agreement. For these purposes, a Change in Control of
the MHC, the Bank or the Company shall mean a change in control of a nature
that: (i) would be required to be reported in response to Item 1 (a) of the
current report on Form 8-K, as in effect on the date hereof, pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (ii)
results in a Change in Control of the MHC, the Bank or the Company within the
meaning of the Bank Holding Company Act, as amended, and applicable rules and
regulations promulgated thereunder, as in effect at the time of the Change in
Control (collectively, the "BHCA"); or (iii) without limitation such a Change in
Control shall be deemed to have occurred at such time as (a) any "person" (as
the term is used in Sections 13(d) and 14(d) of the Exchange Act) other than the
Company's mutual holding company parent, is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 25% or more of the combined voting power
of Company's outstanding securities except for any securities purchased by the
Bank's employee stock ownership plan or trust; or (b) individuals who constitute
the Board on the date hereof (the "Incumbent Board") cease for any reason to
constitute at least a majority thereof, provided that any person becoming a
director subsequent to the date hereof whose election was approved by a vote of
at least three quarters of the directors comprising the Incumbent Board, or
whose nomination for election by the Company's stockholders was approved by the
same Nominating Committee serving under an Incumbent Board, shall be, for
purposes of this clause (b), considered as though he were a member of the
Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of
all or substantially all the assets of the MHC, the Bank or the Company or
similar transaction






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in which the Bank or Company is not the surviving institution occurs; or (d) a
proxy statement soliciting proxies from stockholders of the Company, by someone
other than the current management of the Company, seeking stockholder approval
of a plan of reorganization, merger or consolidation of the Company or similar
transaction with one or more corporations or financial institutions, and as a
result of such proxy solicitation, a plan of reorganization, merger
consolidation or similar transaction involving the Company is approved by the
Company's Board of Directors or the requisite vote of the Company's
stockholders; or (e) a tender offer is made for 25% or more of the voting
securities of the Company and the shareholders owning beneficially or of record
25% or more of the outstanding securities of the Company have tendered or
offered to sell their shares pursuant to such tender offer and such tendered
shares have been accepted by the tender offeror.

         (b) Upon the occurrence of an Event of Termination, on the Date of
Termination, as defined in Section 7, the MHC, the Bank or the Company shall pay
Executive, or, in the event of his subsequent death, his beneficiary or
beneficiaries, or his estate, as the case may be, as severance pay or liquidated
damages, or both, a sum equal to three (3) times the sum of (i) the highest rate
of Base Salary and (ii) the highest rate of bonus awarded to the Executive
during the prior three years. At the election of the Executive, which election
is to be made on an annual basis during the month of January, and which election
is irrevocable for the year in which made and upon the occurrence of an Event of
Termination, any payments may be made in a lump sum or paid bi-weekly during the
remaining term of this Agreement following the Executive's termination. In the
event that no election is made, payment to the Executive will be made on a
bi-weekly basis during the remaining term of this Agreement. In the event the
Executive obtains other employment following termination of employment, all
payments due under this Agreement that have not yet been made shall not be
reduced and may, at the Executive's request, become payable in a lump sum as
soon as administratively possible.

         (c) Upon the occurrence of an Event of Termination, the MHC, the Bank
or the Company will cause to be continued life, medical and dental coverage
substantially identical to the coverage maintained by the Bank or the Company
for Executive prior to his termination. Such coverage shall continue for 36
months from the Date of Termination unless the Executive obtains other
employment following termination of employment under which substantially similar
benefits are provided and in which the Executive is eligible to participate.

         (d) Notwithstanding the preceding paragraphs of this Section 4, if the
aggregate payments or benefits to be made or afforded to Executive under said
paragraphs (the "Termination Benefits") would be deemed to include an "excess
parachute payment" under Section 280G of the Code or any successor thereto, such
Termination Benefits will be reduced to an amount (the "Non-Triggering Amount"),
the value of which is one dollar ($ 1.00) less than an amount equal to the total
amount of payments permissible under Section 280G of the Code or any successor
thereto. In the event any change in the Code or regulations thereunder should
reduce the amount of payments permissible under Section 280G of the Code in
effect on the date of this Agreement, then the Termination Benefits to be paid
to the Executive shall be determined as if such change






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in the Code or regulations had not been made.

5. TERMINATION UPON RETIREMENT, DISABILITY OR DEATH

          Termination by the MHC, the Bank or the Company of the Executive based
on "Retirement" shall mean termination in accordance with the Bank's retirement
policy or in accordance with any retirement arrangement established with
Executive's consent with respect to him. Upon termination of Executive upon
Retirement, Executive shall be entitled to all benefits under any retirement
plan of the Bank and other plans to which Executive is a party.

          In the event Executive is unable to perform his duties under this
Agreement on a full-time basis for a period of six (6) consecutive months by
reason of illness or other physical or mental disability, the MHC, the Bank or
the Company may terminate this Agreement, provided that the Bank or the Company
shall continue to be obligated to pay the Executive his Base Salary for the
remaining term of the Agreement, or one year, whichever is the longer period of
time, and provided further that any amounts actually paid to Executive pursuant
to any disability insurance or other similar such program which the MHC, the
Bank or the Company has provided or may provide on behalf of its employees or
pursuant to any workman's or social security disability program shall reduce the
compensation to be paid to the Executive pursuant to this paragraph.

          In the event of Executive's death during the term of the Agreement,
his estate, legal representatives or named beneficiaries (as directed by
Executive in writing) shall be paid Executive's Base Salary as defined in
Paragraph 3(a) at the rate in effect at the time Executive's death for a period
of one (1) year from the date of the Executive's death, and the Bank or the
Company will continue to provide life, medical and dental benefits previously
provided for the Executive's family for three (3) years after the Executive's
death.




6. TERMINATION FOR CAUSE

          The term "Termination for Cause" shall mean termination because of the
Executive's personal dishonesty, willful misconduct, any breach of fiduciary
duty involving personal profit, intentional failure to perform stated duties,
willful violation of any law, rule, or regulation (other than traffic violations
or similar offenses) or final cease-and-desist order, or material breach of any
provision of this Agreement. In determining incompetence, the acts or omissions
shall be measured against standards generally prevailing in the savings
institutions industry. For purposes of this paragraph, no act or failure to act
on the part of Executive shall be considered "willful" unless done, or omitted
to be done, by the Executive not in good faith and without reasonable belief
that the Executive's action or omission was in the best interest of the MHC, the
Bank or the Company. Notwithstanding the foregoing, Executive shall not be
deemed to have been Terminated for Cause unless and until there shall have been
delivered to him a copy of a resolution duly adopted by the affirmative vote of
not less than three-fourths





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of the members of the Board at a meeting of the Board called and held for that
purpose (after reasonable notice to Executive and an opportunity for him,
together with counsel, to be heard before the Board), finding that in the good
faith opinion of the Board, Executive was guilty of conduct justifying
Termination for Cause and specifying the particulars thereof in detail. The
Executive shall not have the right to receive compensation or other benefits for
any period after Termination for Cause. Any stock options granted to Executive
under any stock option plan of the MHC, the Bank, the Company or any subsidiary
or affiliate thereof, that have not yet vested shall become null and void
effective upon Executive's receipt of Notice of Termination for Cause pursuant
to Section 7 hereof, and shall not be exercisable by Executive at any time
subsequent to such Termination for Cause.

7. NOTICE

          (a) Any purported termination by the Bank, the Company, or by
Executive shall be communicated by Notice of Termination to the other party
hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a
written notice which shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Executive's
employment under the provision so indicated.

          (b) "Date of Termination" shall mean (A) if Executive's employment is
terminated for Disability, thirty (30) days after a Notice of Termination is
given (provided that he shall not have returned to the performance of his duties
on a full-time basis during such thirty (30) day period), and (B) if his
employment is terminated for any other reason, the date specified in the Notice
of Termination (which, in the case of a Termination for Cause, shall not be less
than thirty (30) days from the date such Notice of Termination is given).

          (c) If, within thirty (30) days after any Notice of Termination is
given, the party receiving such Notice of Termination notifies the other party
that a dispute exists concerning the termination, except upon the voluntary
termination by the Executive in which case the Date of Termination shall be the
date specified in the Notice, the Date of Termination shall be the date on which
the dispute is finally determined, either by mutual written agreement of the
parties, by a binding arbitration award, or by a final judgment, order or decree
of a court of competent jurisdiction (the time for appeal having expired and no
appeal having been perfected) and provided further that the Date of Termination
shall be extended by a notice of dispute only if such notice is given in good
faith and the party giving such notice pursues the resolution of such dispute
with reasonable diligence. Notwithstanding the pendency of any such dispute, the
MHC, the Bank or the Company will continue to pay Executive his full
compensation in effect when the notice giving rise to the dispute was given
(including, but not limited to, Base Salary) and continue Executive as a
participant in all compensation, benefit and insurance plans in which he was
participating when the notice of dispute was given, until the dispute is finally
resolved in accordance with this Agreement, provided such dispute is resolved
within the term of this Agreement. If such dispute is not resolved within the
term of the Agreement, the Bank shall not be obligated, upon final resolution of
such dispute, to pay Executive compensation and other payments accruing beyond







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the term of the Agreement. Amounts paid under this Section shall be offset
against or reduce any other amounts due under this Agreement.

8. POST-TERMINATION OBLIGATIONS

          (a) All payments and benefits to Executive under this Agreement shall
be subject to Executive's compliance with paragraph (b) of this Section 8 during
the term of this Agreement and for two (2) full years after the expiration or
termination hereof.

          (b) Executive shall, upon reasonable notice, furnish such information
and assistance to the MHC, the Bank or the Company as may reasonably be required
by the MHC, the Bank or the Company in connection with any litigation in which
it or any of its subsidiaries or affiliates is, or may become, a party.

9. NON-COMPETITION

          (a) Upon any termination (whether voluntary or involuntary) of
Executive's employment, other than a termination (whether voluntary or
involuntary) in connection with a Change in Control, Executive agrees not to
compete with the MHC, the Bank and the Company for a period of two (2) years
following such termination within one hundred (100) miles of any existing branch
of the Bank, the Bank's subsidiaries, or any subsidiary of the MHC or the
Company, or within one hundred (100) miles of any office for which the Bank, the
Bank's subsidiaries, the Company or a bank subsidiary of the Company has filed
an application for regulatory approval, determined as of the effective date of
such termination, except as agreed to pursuant to a resolution duly adopted by
the Board. Executive agrees that during such period and within said cities,
towns and counties, Executive shall not work for or advise, consult or otherwise
serve with, directly or indirectly, any entity whose business materially
competes with the depository, lending or other business activities of the MCH,
the Bank and/or the Company. The parties hereto, recognizing that irreparable
injury will result to the MHC, the Bank and/or the Company, its business and
property in the event of Executive's breach of this Subsection 9(a) agree that
in the event of any such breach by Executive, the Bank and/or the Company will
be entitled, in addition to any other remedies and damages available, to an
injunction to restrain the violation hereof by Executive, Executive's partners,
agents, servants, employers, employees and all persons acting for or with
Executive. Executive represents and admits that Executive's experience and
capabilities are such that Executive can obtain employment in a business engaged
in other lines and/or of a different nature than the Bank and/or the Company,
and that the enforcement of a remedy by way of injunction will not prevent
Executive from earning a livelihood. Nothing herein will be construed as
prohibiting the Bank and/or the Company from pursuing any other remedies
available to the MHC, the Bank and/or the Company for such breach or threatened
breach, including the recovery of damages from Executive.

          (b) Executive recognizes and acknowledges that the knowledge of the
business activities and plans for business activities of the MHC, the Bank, the
Company and affiliates thereof, as it may exist from time to time, is a
valuable, special and unique asset of the business of the MHC, the Bank and the
Company. Executive will not, during






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or after the term of his employment, disclose any knowledge of the past,
present, planned or considered business activities of the MHC, the Bank, the
Company or affiliates thereof to any person, firm, corporation, or other entity
for any reason or purpose whatsoever (except for such disclosure as may be
required to be provided to any federal banking agency with jurisdiction over the
MHC, the Bank, the Company or the Executive). Notwithstanding the foregoing,
Executive may disclose any knowledge of banking, financial and/or economic
principles, concepts or ideas which are not solely and exclusively derived from
the business plans and activities of the MHC, the Bank or the Company, and
Executive may disclose any information regarding the MHC, the Bank or the
Company which is otherwise publicly available. In the event of a breach or
threatened breach by the Executive of the provisions of this Section 9, the MHC,
the Bank and/or the Company will be entitled to an injunction restraining
Executive from disclosing, in whole or in part, the knowledge of the past,
present, planned or considered business activities of the MHC, the Bank, the
Company or affiliates thereof, or from rendering any services to any person,
firm, corporation, other entity to whom such knowledge, in whole or in part, has
been disclosed or is threatened to be disclosed. Nothing herein will be
construed as prohibiting the MHC, the Bank or the Company from pursuing any
other remedies available to the MHC, the Bank or the Company for such breach or
threatened breach, including the recovery of damages from Executive.

10. SOURCE OF PAYMENTS

          All payments provided in this Agreement shall be timely paid in cash,
check or direct deposit from the general funds of the Bank. The MHC and the
Company, however, guarantee payment and provision of all amounts and benefits
due hereunder to Executive and, if such amounts and benefits due from the Bank
are not timely paid or provided by the Bank, such amounts and benefits shall be
paid or provided by the MHC or the Company.

11. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS

          This Agreement contains the entire understanding between the parties
hereto and supersedes any prior employment agreement between the MHC, the Bank,
the Company or any predecessor of the MHC, the Bank or Company and Executive,
except that this Agreement shall not affect or operate to reduce any benefit or
compensation inuring to the Executive of a kind elsewhere provided. No provision
of this Agreement shall be interpreted to mean that Executive is subject to
receiving fewer benefits than those available to him without reference to this
Agreement.

12. NO ATTACHMENT

          (a) Except as required by law, no right to receive payments under this
Agreement shall be subject to anticipation, commutation, alienation, sale,
assignment, encumbrance, charge, pledge, or hypothecation, or to execution,
attachment, levy, or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to affect any such action shall be null,
void, and of no effect.




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          (b) This Agreement shall be binding upon, and inure to the benefit of,
Executive and the MHC, the Bank and the Company and their respective successors
and assigns.

13. MODIFICATION AND WAIVER

          (a) This Agreement may not be modified or amended except by an
instrument in writing signed by the parties hereto.

          (b) No term or condition of this Agreement shall be deemed to have
been waived, nor shall there be any estoppel against the enforcement of any
provision of this Agreement, except by written instrument of the party charged
with such waiver or estoppel. No such written waiver shall be deemed a
continuing waiver unless specifically stated therein, and each such waiver shall
operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future as to any act other
than that specifically waived.

14. SEVERABILITY

          If, for any reason, any provision of this Agreement, or any part of
any provision, is held invalid, such invalidity shall not affect any other
provision of this Agreement or any part of such provision not held so invalid,
and each such other provision and part thereof shall, to the full extent
consistent with law, continue in full force and effect.

15. HEADINGS FOR REFERENCE ONLY

          The headings of sections and paragraphs herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement.

16. GOVERNING LAW

          This Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania but only to the extent not superseded by federal law.

17. ARBITRATION

          Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration, conducted before a panel
of three arbitrators sitting in a location selected by the employee within one
hundred (100) miles from the location of the Bank, in accordance with the rules
of the American Arbitration Association then in effect. Judgment may be entered
on the arbitrator's award in any court having jurisdiction; provided, however,
that Executive shall be entitled to seek specific performance of his right to be
paid until the Date of Termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement.


18. PAYMENT OF LEGAL FEES





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          All reasonable legal fees paid or incurred by Executive pursuant to
any dispute or question of interpretation relating to this Agreement shall be
paid or reimbursed by the MHC, the Bank or the Company, provided that the
dispute or interpretation has been settled by Executive and the MHC, the Bank or
Company or resolved in the Executive's favor.


19. INDEMNIFICATION

          The MHC, the Bank and the Company shall provide Executive (including
his heirs, executors and administrators) with coverage under a standard
directors' and officers' liability insurance policy at its expense, and shall
indemnify Executive (and his heirs, executors and administrators) to the fullest
extent permitted under applicable law against all expenses and liabilities
reasonably incurred by him in connection with or arising out of any action, suit
or proceeding in which he may be involved by reason of his having been a
director or officer of the MHC, the Bank or the Company (whether or not he
continues to be a director or officer at the time of incurring such expenses or
liabilities), such expenses and liabilities to include, but not be limited to,
judgments, court costs and attorneys' fees and the cost of reasonable
settlements (such settlements must be approved by the Board of Directors or
Trustees of the MHC, the Bank and the Company). If such action, suit or
proceeding is brought against Executive in his capacity as an officer or
director of the Bank or the Company, however, such indemnification shall not
extend to matters as to which Executive is finally adjudged to be liable for
willful misconduct in the performance of his duties.

20. SUCCESSOR TO THE BANK

          The MHC, the Bank and the Company shall require any successor or
assignee, whether direct or indirect, by purchase, merger, consolidation or
otherwise, to all or substantially all the business or assets of the MHC, the
Bank or the Company, expressly and unconditionally to assume and agree to
perform the MHC, the Bank and/or Company's obligations under this Agreement, in
the same manner and to the same extent that the MHC, the Bank and/or the Company
would be required to perform if no such succession or assignment had taken
place.















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