NORTHWEST BANCORP, INC. 3,880,597 to 6,865,671 Shares of Common Stock (par value $.10 per share) AGENCY AGREEMENT As of , 2003Agency Agreement • June 17th, 2003 • Northwest Bancorp Inc • Savings institutions, not federally chartered • New York
Northwest Bancorp, Inc. (the “Company”), a federally-chartered corporation and the mid-tier holding company of both Northwest Savings Bank (“NWSB”), a Pennsylvania-chartered savings bank, and Jamestown Savings Bank (“JSB”), a New York-chartered savings bank, and Northwest Bancorp, MHC (the “MHC” and together with the Company, the “Northwest Parties”), a federally-chartered mutual holding company and the majority owner of the Company and sole stockholder of Leeds Federal Savings Bank (“Leeds”), hereby confirm their agreement with Ryan Beck & Co., Inc. (“Ryan Beck” or the “Selling Agent”) to serve as agent of the Company to assist the Company in the sale of between 3,880,597 and 6,865,671 shares of common stock, par value $.10 per share (the “Common Stock”), of the Company (the “Shares” or “Offering Stock”) in the Offering (as defined below), as follows:
