LETTER AGREEMENT AND AMENDMENT TO EXECUTIVE COMPENSATION AND BENEFIT PLANS PURSUANT TO THE TARP CAPITAL PURCHASE PROGRAM

Exhibit 10.3

LETTER AGREEMENT AND AMENDMENT
TO
EXECUTIVE COMPENSATION AND BENEFIT PLANS
PURSUANT TO THE
TARP CAPITAL PURCHASE PROGRAM

      THIS LETTER AGREEMENT AND AMENDMENT (the “Agreement”) by and between Parkvale Financial Corporation (the “Company”), Parkvale Savings Bank (the “Bank”) and the undersigned executive officer (the “Executive”) is entered into effective as of December 23, 2008 (the “Effective Date”).

      WHEREAS , the Executive is either (1) currently deemed to be a “Senior Executive Officer” of the Company or the Bank, as defined in Section 111(b)(3) of the Emergency Economic Stabilization Act of 2008 (“EESA”) and the regulations issued thereunder, including the regulations set forth in 31 C.F.R. Part 30 (an “SEO”), or (2) currently an executive officer and may be deemed to be a “Senior Executive Officer” of the Company or the Bank during the Participation Period as defined below;

      WHEREAS , in connection with the purchase by the United States Department of the Treasury (the “Treasury”) of preferred stock and warrants of the Company (the “Purchased Securities”), pursuant to a Letter Agreement between the Treasury and the Company dated as of December 23, 2008, which incorporates a Securities Purchase Agreement (the “Purchase Agreement”), the Company is required to comply with certain executive compensation and corporate governance standards under Section 111(b) of EESA that have been implemented by guidance or regulations issued thereunder (including the regulations set forth in 31 C.F.R. Part 30) and which are in effect as of the Closing Date (as defined in the Purchase Agreement) (such guidance and regulations are hereinafter collectively referred to as the “CPP Guidance”);

      WHEREAS , as a condition to the Closing (as defined in Section 1.2(a) of the Purchase Agreement), Section 1.2(d)(iv)(A) of the Purchase Agreement requires the Company and the Bank to adopt such changes to their compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, the “Compensation and Benefit Plans”) with respect to their SEOs (and to the extent necessary for such changes to be legally enforceable, such SEOs are required to duly consent in writing to such changes), as may be necessary, during the period that the Treasury holds an equity or debt position in the Company acquired pursuant to the Purchase Agreement (the “Participation Period”) in order to comply with Section 111(b) of EESA; and

      WHEREAS , in consideration of the benefits that the Executive will receive as a result of the Company’s participation in the Treasury’s TARP Capital Purchase Program, the Executive is willing to modify the Compensation and Benefit Plans applicable to the Executive to the extent necessary to comply with Section 111(b)