Contract

Exhibit 10(i) CHANGE IN CONTROL SEVERANCE AGREEMENT AMONG PARKVALE FINANCIAL CORPORATION, PARKVALE SAVINGS BANK AND GAIL B. ANWYLL THIS CHANGE IN CONTROL SEVERANCE AGREEMENT is dated this 23rd day ofFebruary 2005, among Parkvale Financial Corporation, a Pennsylvania corporation(the “Corporation”), Parkvale Savings Bank, a Pennsylvania-chartered stocksavings bank and a wholly owned subsidiary of the Corporation (the “Bank”), andGail B. Anwyll (the “Executive”). The Corporation and the Bank, including anysuccessors to the Corporation or the Bank by merger or otherwise, arecollectively referred to as the “Employers”. WITNESSETH WHEREAS, the Executive is presently an officer of each of theEmployers; WHEREAS, the Employers desire to be ensured of the Executive’scontinued active participation in the business of the Employers; and WHEREAS, in order to induce the Executive to remain in the employ ofthe Employers and in consideration of the Executive’s agreeing to remain in theemploy of the Employers, the parties desire to specify the severance benefitswhich shall be due the Executive in the event that his employment with theEmployers is terminated under specified circumstances; NOW THEREFORE, intending to be legally bound hereby and inconsideration of the mutual agreements herein contained, and upon the otherterms and conditions hereinafter provided, the parties hereby agree as follows: 1. DEFINITIONS. The following words and terms shall have the meaningsset forth below for the purposes of this Agreement: (a) ANNUAL COMPENSATION. The Executive’s “Annual Compensation” forpurposes of this Agreement shall be deemed to mean the highest level ofaggregate base salary and cash incentive compensation paid to the Executive bythe Employers or any subsidiary thereof during the calendar year in which theDate of Termination occurs (determined on an annualized basis) or the calendaryear immediately preceding the calendar year in which the Date of Terminationoccurs, whichever year is higher. (b) CAUSE. Termination of the Executive’s employment for “Cause” shallmean termination because (i) the Executive intentionally engages in dishonestconduct in connection with his performance of services for the Corporation orthe Bank resulting in his conviction of a felony; (ii) the Executive isconvicted of, or pleads guilty or nolo contendere to, a felony or any crimeinvolving moral turpitude; (iii) the Executive willfully fails or refuses toperform his duties under this Agreement and fails to cure such breach withinfifteen (15) days following written notice thereof 2from the Corporation or the Bank; (iv) the Executive breaches his fiduciaryduties to the Corporation or the Bank for personal profit; or (v) the Executivewillfully breaches or violates any law, rule or regulation (other than trafficviolations or similar offenses), or final cease and desist order in connectionwith his performance of services for the Corporation or the Bank, and fails tocure such breach or violation within fifteen (15) days following written noticethereof from the Corporation or the Bank. For purposes of this section, no actor failure to act on the part of the Executive shall be considered “willful”unless it is done, or omitted to be done, by the Executive in bad faith orwithout reasonable belief that the Executive’s action or omission was in thebest interests of the Corporation or the Bank. Any act, or failure to act, basedupon authority given pursuant to a resolution duly adopted by the Boards orbased upon the written advice of counsel for the Corporation or the Bank shallbe conclusively presumed to be done, or omitted to be done, by the Executive ingood faith and in the best interests of the Corporation or the Bank. Thecessation of employment by the Executive shall not be deemed to be for “cause”within the meaning of this section unless and until there shall have beendelivered to the Executive a copy of a resolution duly adopted by theaffirmative vote of three-fourths of the non-employee members of the Boards at ameeting of the Boards called and held for such purpose (after reasonable noticeis provided to the Executive and the Executive is given an opportunity, togetherwith counsel, to be heard before the Boards), finding that, in the good faithopinion of the Boards, the Executive is guilty of the conduct described in thissection, and specifying the particulars thereof in detail. (c) CHANGE IN CONTROL OF THE CORPORATION. “Change in Control of theCorporation” shall mean the occurrence of any of the following: (i) theacquisition of control of the Corporation as defined in 12 C.F.R. Section 574.4,unless a presumption of control is successfully rebutted or unless thetransaction is exempted by 12 C.F.R. Section 574.3(c)(vii), or any successor tosuch sections; (ii) an event that would be required to be reported in responseto Item 5.01 of Form 8-K or Item 6(e) of Schedule 14A of Regulation 14A pursuantto the Securities Exchange Act of 1934, as amended (“Exchange Act”), or anysuccessor thereto, whether or not any class of securities of the Corporation isregistered under the Exchange Act; (iii) any “person” (as such term is used inSections 13(d) and 14(d) of the Exchange Act, but excluding any person who onthe date hereof is a director or officer of the Corporation) is or becomes the”beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directlyor indirectly, of securities of the Corporation representing 20% or more of thecombined voting power of the Corporation’s then outstanding securities; (iv) thestockholders of the Corporation approve (or, in the event no approval of theCorporation’s stockholders is required, the Corporation consummates) a merger,consolidation, share exchange, division or other reorganization or transactioninvolving the Corporation (a “Fundamental Transaction”) with any othercorporation or entity, other than a Fundamental Transaction which results inboth (a) the voting securities of the Corporation outstanding immediately priorthereto continuing to represent (either by remaining outstanding or by beingconverted into voting securities of the surviving entity) at least 60% of thecombined voting power of the surviving entity immediately after such FundamentalTransaction, and (b) the members of the Board of Directors of the Corporationimmediately prior thereto continuing to represent at least 60% of the members ofthe Board of Directors of the surviving entity; or (v) during any period ofthree consecutive years, individuals who at the beginning of such periodconstitute the Board of Directors of the Corporation cease for any reason toconstitute at least a 3majority thereof unless the election, or the nomination for election bystockholders, of each new director was approved by a vote of at least two-thirdsof the directors then still in office who were directors at the beginning of theperiod. (d) CODE. “Code” shall mean the Internal Revenue Code of 1986, asamended. (e) DATE OF TERMINATION. “Date of Termination” shall mean (i) if theExecutive’s employment is terminated for Cause, the date on which the Notice ofTermination is given, and (ii) if the Executive’s employment is terminated forany other reason, the date specified in the Notice of Termination. (f) DISABILITY. Termination by the Employers of the Executive’semployment based on “Disability” shall mean termination because of any physicalor mental impairment which qualifies the Executive for disability benefits underthe applicable long-term disability plan maintained by the Employers or anysubsidiary or, if no such plan applies, which would qualify the Executive fordisability benefits under the Federal Social Security System. (g) GOOD REASON. Termination by the Executive of the Executive’semployment for “Good Reason” shall mean termination by the Executive following aChange in Control of the Corporation based on: (i) Without the Executive’s express written consent, the assignment by the Employers to the Executive of any duties which are inconsistent with the Executive’s positions, duties, responsibilities and status with the Employers immediately prior to a Change in Control of the Corporation, or a change in the Executive’s reporting responsibilities, titles or offices as an employee and as in effect immediately prior to such a Change in Control, or any removal of the Executive from or any failure to re-elect the Executive to any of such responsibilities, titles or offices, except in connection with the termination of the Executive’s employment for Cause, Disability or Retirement or as a result of the Executive’s death or by the Executive other than for Good Reason; (ii) Without the Executive’s express written consent, a reduction by either of the Employers in the Executive’s base salary as in effect immediately prior to the date of the Change in Control of the Corporation or as the same may be increased from time to time thereafter or a reduction in the package of fringe benefits provided to the Executive; (iii) The principal executive office of either of the Employers is moved more than 30 miles from the current principal executive office or, without the Executive’s express written consent, either of the Employers require the Executive to be based anywhere other than an area in which the Employers’ principal executive office is located, except for required travel on business of 4 the Employers to an extent substantially consistent with the Executive’s present business travel obligations; (iv) Any purported termination of the Executive’s employment for Cause, Disability or Retirement which is not effected pursuant to a Notice of Termination satisfying the requirements of paragraph (i) below; or (v) The failure by the Employers to obtain the assumption of and agreement to perform this Agreement by any successor as contemplated in Section 6 hereof. (h) IRS. IRS shall mean the Internal Revenue Service. (i) NOTICE OF TERMINATION. Any purported termination of the Executive’semployment by the Employers for any reason, including without limitation forCause, Disability or Retirement, or by the Executive for any reason, includingwithout limitation for Good Reason, shall be communicated by written “Notice ofTermination” to the other party hereto. For purposes of this Agreement, a”Notice of Termination” shall mean a dated notice which (i) indicates thespecific termination provision in this Agreement relied upon, (ii) sets forth inreasonable detail the facts and circumstances claimed to provide a basis fortermination of the Executive’s employment under the provision so indicated,(iii) specifies a Date of Termination, which shall be not less than thirty (30)nor more than ninety (90) days after such Notice of Termination is given, exceptin the case of the Employers’ termination of the Executive’s employment forCause, which shall be effective immediately; and (iv) is given in the mannerspecified in Section 7 hereof. (j) RETIREMENT. “Retirement” shall mean voluntary termination by theExecutive in accordance with the Employers’ retirement policies, including earlyretirement, generally applicable to their salaried employees. 2. BENEFITS UPON TERMINATION. If the Executive’s employment by theEmployers shall be terminated subsequent to a Change in Control of theCorporation by (i) the Employers for other than Cause, Disability, Retirement orthe Executive’s death, (ii) the Executive for any reason pursuant to a Notice ofTermination dated and delivered within the first 60 days following the one-yearanniversary of the Change in Control of the Corporation, or (iii) the Executivefor Good Reason, then the Employers shall (a) pay to the Executive a lump sum within five business days of theDate of Termination a cash severance amount equal to two (2) times theExecutive’s Annual Compensation, and (b) maintain and provide for a period ending at the earlier of (i) theexpiration of the remaining term of this Agreement as of the Date of Terminationor (ii) the date of the Executive’s full-time employment by another employer(provided that the Executive is entitled under the terms of such employment tobenefits substantially similar to those described in this subparagraph (b)), atno 5cost to the Executive, the Executive’s continued participation in all groupinsurance, life insurance, health and accident insurance, disability insuranceand other employee benefit plans, programs and arrangements offered by theEmployers in which the Executive was entitled to participate immediately priorto the Date of Termination (excluding (y) stock benefit plans of the Employersand (z) cash incentive compensation included in Annual Compensation), providedthat in the event that the Executive’s participation in any plan, program orarrangement as provided in this subparagraph (b) is barred, or during suchperiod any such plan, program or arrangement is discontinued or the benefitsthereunder are materially reduced, the Employers shall arrange to provide theExecutive with benefits substantially similar to those which the Executive wasentitled to receive under such plans, programs and arrangements immediatelyprior to the Date of Termination. 3. LIMITATION OF BENEFITS UNDER CERTAIN CIRCUMSTANCES. If the paymentsand benefits pursuant to Section 2 hereof, either alone or together with otherpayments and benefits which the Executive has the right to receive from theEmployers, would constitute a “parachute payment” under Section 280G of theCode, the payments and benefits payable by the Employers pursuant to Section 2hereof shall be reduced, in the manner determined by the Employers, by theamount, if any, which is the minimum necessary to result in no portion of thepayments and benefits payable by the Employers under Section 2 beingnon-deductible to the Employers pursuant to Section 280G of the Code and subjectto the excise tax imposed under Section 4999 of the Code. The determination ofany reduction in the payments and benefits to be made pursuant to Section 2shall be based upon the opinion of independent counsel selected by the Employersand paid by the Employers. Such counsel shall be reasonably acceptable to theEmployers and the Executive; shall promptly prepare the foregoing opinion, butin no event later than thirty (30) days from the Date of Termination; and mayuse such actuaries as such counsel deems necessary or advisable for the purpose.Nothing contained herein shall result in a reduction of any payments or benefitsto which the Executive may be entitled upon termination of employment under anycircumstances other than as specified in this Section 3, or a reduction in thepayments and benefits specified in Section 2 below zero. 4. MITIGATION; EXCLUSIVITY OF BENEFITS. (a) The Executive shall not be required to mitigate the amount of anybenefits hereunder by seeking other employment or otherwise, nor shall theamount of any such benefits be reduced by any compensation earned by theExecutive as a result of employment by another employer after the Date ofTermination or otherwise. (b) The specific arrangements referred to herein are not intended toexclude any other benefits which may be available to the Executive upon atermination of employment with the Employers pursuant to employee benefit plansof the Employers or otherwise. 5. WITHHOLDING. All payments required to be made by the Employershereunder to the Executive shall be subject to the withholding of such amounts,if any, relating to tax and other payroll deductions as the Employers mayreasonably determine should be withheld pursuant to any applicable law orregulation. 6 6. ASSIGNABILITY. The Employers may assign this Agreement and theirrights and obligations hereunder in whole, but not in part, to any corporation,bank or other entity with or into which either of the Employers may hereaftermerge or consolidate or to which either of the Employers may transfer all orsubstantially all of its respective assets, if in any such case saidcorporation, bank or other entity shall by operation of law or expressly inwriting assume all obligations of the Employers hereunder as fully as if it hadbeen originally made a party hereto, but may not otherwise assign this Agreementor their rights and obligations hereunder. The Executive may not assign ortransfer this Agreement or any rights or obligations hereunder. 7. NOTICE. For the purposes of this Agreement, notices and all othercommunications provided for in this Agreement shall be in writing and shall bedeemed to have been duly given when delivered or mailed by certified orregistered mail, return receipt requested, postage prepaid, addressed to therespective addresses set forth below: To the Corporation: Corporate Secretary Parkvale Financial Corporation 4220 William Penn Highway Monroeville, Pennsylvania 15146 To the Bank: Corporate Secretary Parkvale Savings Bank 4220 William Penn Highway Monroeville, Pennsylvania 15146 To the Executive: Gail B. Anwyll 2819 Tischler Road Bethel Park, Pennsylvania 15102 8. AMENDMENT; WAIVER. (a) Except as set forth in Section 8(b) below, no provisions of thisAgreement may be modified, waived or discharged unless such waiver, modificationor discharge is agreed to in writing and signed by the Executive and suchofficer or officers as may be specifically designated by the Boards of Directorsof the Employers to sign on their behalf. No waiver by any party hereto at anytime of any breach by any other party hereto of, or compliance with, anycondition or provision of this Agreement to be performed by such other partyshall be deemed a waiver of similar or dissimilar provisions or conditions atthe same or at any prior or subsequent time. (b) The parties hereto acknowledge and agree that (i) the recentlyenacted American Jobs Creation Act of 2004 established a new Section 409A of theCode; (ii) Code Section 409A contains provisions governing the taxation ofdeferred compensation; (iii) the compensation and other 7benefits to be paid or otherwise provided under this Agreement, whether providedhereunder or pursuant to any of the Employers’ employee benefit plans, programs,policies or arrangements (this Agreement and the plans, programs, policies andarrangements are collectively referred to herein as the “Agreements”), may benegatively impacted by Section 409A of the Code; (iv) the Internal RevenueService has issued initial guidance and is expected to issue additional guidanceregarding the scope of Section 409A of the Code; and (v) the Employers haveuntil December 31, 2005 to amend the Agreements to bring them into compliancewith Section 409A of the Code. The parties hereto acknowledge and agree that theEmployers may amend any or all of the Agreements after the date hereof in orderto comply with Section 409A of the Code, without having to obtain theExecutive’s consent to such amendments, provided that the Employers agree tonegotiate in good faith with the Executive any changes to this Agreement. 9. GOVERNING LAW. The validity, interpretation, construction andperformance of this Agreement shall be governed by the laws of the United Stateswhere applicable and otherwise by the substantive laws of the State ofPennsylvania. 10. NATURE OF EMPLOYMENT AND OBLIGATIONS. (a) Nothing contained herein shall be deemed to create other than aterminable at will employment relationship between the Employers and theExecutive, and the Employers may terminate the Executive’s employment at anytime, subject to providing any payments specified herein in accordance with theterms hereof. (b) Nothing contained herein shall create or require the Employers tocreate a trust of any kind to fund any benefits which may be payable hereunder,and to the extent that the Executive acquires a right to receive benefits fromthe Employers hereunder, such right shall be no greater than the right of anyunsecured general creditor of the Employers. 11. TERM OF AGREEMENT. The term of this Agreement shall be for threeyears, commencing on the date of this Agreement (the “Effective Date”).Commencing on the first annual anniversary of the Effective Date, the term ofthis Agreement shall extend for an additional year on each annual anniversary ofthe Effective Date of this Agreement until such time as the Boards of Directorsof the Employers or the Executive give notice in accordance with the terms ofSection 7 hereof of their or his election, respectively, not to extend the termof this Agreement. As a consequence, subsequent to the first anniversary of theEffective Date, the remaining term of this Agreement will stay between two andthree years unless notice of non-renewal is given. Such written notice of theelection not to extend must be given not less than thirty (30) days prior to anysuch anniversary date. If any party gives timely notice that the term will notbe extended as of any annual anniversary date, then this Agreement shallterminate at the conclusion of its remaining term. References herein to the termof this Agreement shall refer both to the initial term and successive terms. 8 12. HEADINGS. The section headings contained in this Agreement are forreference purposes only and shall not affect in any way the meaning orinterpretation of the terms of this Agreement. 13. VALIDITY. The invalidity or unenforceability of any provision ofthis Agreement shall not affect the validity or enforceability of any otherprovisions of this Agreement, which shall remain in full force and effect. 14. COUNTERPARTS. This Agreement may be executed in one or morecounterparts, each of which shall be deemed to be an original but all of whichtogether will constitute one and the same instrument. 15. REGULATORY PROHIBITION. Notwithstanding any other provision of thisAgreement to the contrary, any payments made to the Executive pursuant to thisAgreement, or otherwise, are subject to and conditioned upon their compliancewith Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. Section1828(k)) and the regulations promulgated thereunder, including 12 C.F.R. Part359. 16. ENTIRE AGREEMENT. This Agreement embodies the entire agreementbetween the Employers and the Executive with respect to the matters agreed toherein. Any prior agreements between the Employers and the Executive withrespect to the matters agreed to herein are hereby superseded and shall have noforce or effect. 9 IN WITNESS WHEREOF, this Agreement has been executed effective as ofthe date first above written.

Attest: PARKVALE FINANCIAL CORPORATION/s/ Erna A. Golota By: /s/ Robert J. McCarthy, Jr- ———————————————- ——————————————-Erna A. Golota, Corporate Secretary Robert J. McCarthy, Jr., President and Chief Executive OfficerAttest: PARKVALE SAVINGS BANK/s/ Erna A. Golota By: /s/ Robert J. McCarthy, Jr.- ———————————————- ——————————————-Erna A. Golota, Corporate Secretary Robert J. McCarthy, Jr., President and Chief Executive OfficerAttest: EXECUTIVE/s/ Erna A. Golota By: /s/ Gail B. Anwyll- ———————————————- ——————————————-Erna A. Golota, Corporate Secretary Gail B. Anwyll