NORTHWEST BANCORP, MHC
NORTHWEST SAVINGS BANK
AND NORTHWEST BANCORP, INC.
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