AMENDMENT AND RESTATEMENT OF
DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
OF NORTHWEST SAVINGS BANK AND ELIGIBLE AFFILIATES
Effective as of January 1, 2005
This Plan is an unfunded deferred compensation arrangement to enable members of the Board of Directors
of Northwest Savings Bank (“Bank”) and its Eligible Affiliates who are not employed on a full-time basis by the
Bank or an Eligible Affiliate who receive compensation for their services as Directors in the form of fees, to elect,
prior to the period in which such fees are earned, to defer all or part of such fees for payment in a later taxable
period. This Plan was adopted by the Board of Directors of the Bank’s predecessor, Northwest Mutual Savings
Association in March of 1979, and was amended effective June 17, 1987, February 21, 1996 , July 1, 2003 ,
April 1, 2004 and July 1, 2004. Deferral Elections made by Eligible Directors prior to July 1, 2004 shall be
governed by the terms of their Deferral Elections and of this Plan as in effect prior to July 1, 2004. The Plan is
being amended and restated as of January 1, 2005 to correct typographical errors, conform with past practice
and maintain compliance with Section 409A of the Internal Revenue Code.
“Bank” means Northwest Savings Bank, a Pennsylvania corporation, and its corporate successors.
“Beneficiary” means the person whom the Participant has designated pursuant to Section 5.03 and
Exhibit III to receive any amounts remaining in his/her Director’s Deferred Compensation account at the
“Board” means the Board of Directors of Northwest Savings Bank or any committee of the Board to
which the Board has delegated its authority with respect to the Plan.
“Director’s Deferred Compensation Account” is defined in Section 3.01.
“Director’s Fees” means all remuneration for service on the Board of the Bank or any Eligible Affiliate,