AMENDED AND RESTATED NORTHWEST SAVINGS BANK AND AFFILIATES UPPER MANAGERS' BONUS DEFERRED COMPENSATION PLAN

Exhibit 10.9

AMENDED AND RESTATED

NORTHWEST SAVINGS BANK AND AFFILIATES UPPER

MANAGERS’ BONUS DEFERRED COMPENSATION PLAN

Preamble

     This Amended and Restated Northwest Savings Bank and Affiliates Upper Managers’ Bonus Deferred Compensation Plan (the “Plan”), effective January 1, 2005 (the “Effective Date”) updates and revises the Managers’ Bonus Deferred Compensation Plan of Northwest Savings Bank and Affiliates (the “Predecessor Plan”), which was effective as of July 1, 2000 and was amended effective as of July 1, 2001 solely to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and regulations thereunder. The Plan was frozen, effective December 31, 2005, with the effect that the Participants’ existing and outstanding elections to defer compensation shall be subject to the terms of this Plan. The Board has designated the following affiliates of the Bank as eligible to participate in the Plan effective from July 1, 2000: Northwest Consumer Discount Company; Jamestown Savings Bank.

ARTICLE I

Definitions

      “Board” means the Board of Directors of Northwest Savings Bank.

      “Bank” or “Northwest” means Northwest Savings Bank, a Pennsylvania corporation, and its corporate successors, and such of its affiliated corporations as the Board determines to make eligible for the Plan, by duly adopted resolution.

      “Disability” means the Participant (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be

expected to result in death, or last for a continuous period of not less than 12 months; (b) by reason of any medically determinable physical or mental impairment which can be expected to result in death, or last for a continuous period of not less than 12 months, is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank; or (c) is determined to be disabled by the Social Security Administration.

      “Eligible Affiliate” means an affiliated corporation of the Bank which the Board has determined 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 Eligible Affiliate at Grade Level 16 or above who is eligible to receive an annual management incentive bonus.

      “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 from Service; (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 Plan and who retains, or whose beneficiaries retain, benefits under the Plan in accordance with its terms.

      “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.

     “ 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 Code Section 409A. No Separation from Service shall be deemed to occur due to military leave, sick leave 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. If the leave exceeds six (6) months and the Participant’s right to reemployment is not provided by law or by contract, then the Participant shall have a Separation from Service on the first date immediately following such six (6)-month period. Whether a Separation from Service has occurred is determined based on whether the facts and circumstances indicate that the Bank and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to less than 50% of the average level of bona fide services performed over the immediately preceding 36 months (or such lesser period of time in which the Participant performed services for the Bank).

      “Specified Employee” means a “key employee” of the Bank within the meaning of Code Section 416(i) without regard to paragraph 5 thereof (i.e., generally, employees making more than $150,000 per year, as adjusted annually by the IRS), determined in accordance with Treasury Regulation 1.409A-1(i).

      “Year” (unless otherwise specified) means the Bank’s fiscal year, which runs from July 1 through June 30.

ARTICLE II

Deferral of Compensation

Section 2.01 . Deferral Elections . Each Eligible Employee may elect each year to defer the dollar amount or percentage of his annual bonus which he specifies in a Deferral Election Form which he executes in the form of Exhibit 1 hereto and files with the Plan Administrator. Such Deferral Election shall apply only to the annual bonus which the Eligible Employee earns in the fiscal year which follows that in which he executes and files his Deferral Election Form. In addition, 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 Employee executes 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 in the fiscal year in which his Deferral Election is filed. Once made, a Deferral Election shall be irrevocable 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 with respect to any Deferral Election at any time, upon filing a duly executed beneficiary designation form 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 defer compensation shall be permitted under the Plan.

ARTICLE III

Accumulation of Deferred Compensation

Section 3.01 . Participant Accounts . The dollar amount of annual bonus deferred pursuant to each Deferral Election executed and filed by each Participant hereunder shall be credited as of

the end of the calendar month in which such bonus is payable to such Participant to an unfunded book reserve account (the “Deferred Compensation Account”) and shall be recorded on the financial books and records of the Bank as a deferred compensation liability in the names of the respective Participants.

Section 3.02 . Interest on Accounts . The Deferred Compensation Accounts of each Participant having a credit balance shall earn interest at the annual earnings rate paid on the Bank’s five (5) year certificates of deposit as of the end of the preceding fiscal year. Such interest shall be credited on or before the last business day of each calendar quarter on the average credit balance held in each Participant’s Deferred Compensation Account during that quarter.

ARTICLE IV

Event of Distribution

Section 4.01 . Event of Distribution . Within 30 days following the Event of Distribution, the aggregate amount of his Deferred Compensation Account shall become payable to the Participant (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 any of his beneficiaries in the event of an unforeseeable emergency that is caused by an event beyond the control of the Participant or beneficiary and that would result in severe financial hardship to the individual if early withdrawal were not permitted. Any early withdrawal pursuant to this section is limited to the amount necessary to meet the emergency, which cannot be met from other

resources, such as insurance, savings or borrowing.. Such withdrawal shall be made within 30 days following the date on which the Bank determines that the Participant has suffered an unforeseeable emergency.

Section 4.03 . Definition of Unforeseeable Emergency . Conditions which warrant approval of a Participant’s (or beneficiary’s) application for early withdrawal on account of unforeseeable emergency are limited to cases of severe financial hardship to the Participant (or to his spouse, beneficiary, or dependent as defined in Code Section 152 without regard to Code Section 152(b)(1), (b)(2), and (d)(1)(B)) resulting from a sudden and unexpected illness or accident, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Early withdrawal may not be made to the extent that the financial hardship to the Participant (or to his beneficiary) is or may be relieved —

The need to send a Participant’s dependent to college or to purchase a home are not considered an unforeseeable emergency. Amounts withdrawn may not be returned to the Plan. Withdrawals will be subject to Federal income tax. A Participant may include in his hardship withdrawal the amount of taxes he will incur as a result of it.

Participants who make a hardship withdrawal may not make Elective Deferrals or other contributions to the Plan for twelve months following receipt of a hardship distribution.

ARTICLE V

Payment of Deferred Compensation

Section 5.01 . Payment of Account Balances . The current balance of the Participant’s Deferred Compensation