The Compensation Committee or the Board of Directors shall have the power to amend, modify, suspend or terminate any part of the Plan at any time; provided, however, that any such change to the Plan that is beyond the authority of the Compensation Committee delegated by the Board of Directors shall be subject to the approval of the Board of Directors.

Pursuant to [Section 9.01] of the Plan and in accordance with the Resolutions of the Board of Directors adopted at its meeting of December 2, 2022, the Plan is hereby amended as follows to reflect the change in the name of the Personnel Committee of the Board of Directors to the Talent and Compensation Committee of the Board of Directors:

during any period of 12 consecutive months commencing on or after the Closing Date, the occurrence of a change in the composition of the Board of Directors of Parent or any Subsidiary of Parent such that a majority of the Members of such Board of Directors are not Continuing Directors;

any other change in control similar in effect to any of the foregoing and designated as a change in control by the Board of Directors of Penns Woods.

If Grantee is a non-employee director of the Company, # Grantee’s termination of service on the Board of Directors of the Company by reason of retirement or # Grantee’s involuntary termination of service on the Board of Directors following a Change in Control; and

Canadian Directors. If a Deferred Stock Unit granted to an Eligible Director who is a Canadian Director would otherwise constitute a Salary Deferred Arrangement, the Award Agreement pertaining to that Deferred Stock Unit shall contain such other or additional terms as will cause the Deferred Stock Unit to be a Prescribed Plan or Arrangement.

Eligible Directors. Each member of the Board who is not also employed by the Company or any its subsidiaries on the date of grant of a Program Award (each, an “Eligible Director”) is eligible to receive Program Awards.

provided that the term “Change in Control” shall not include an acquisition of securities by an employee benefit plan of the Company or the Bank or a change in the composition of the Company’s Board of Directors or the Board at the direction of the DFI or the FDIC. Notwithstanding anything herein to the contrary, no Change in Control shall be considered to have occurred pursuant to a transaction or event described herein, if such transaction or event occurred pursuant to, or in connection with, a public offering approved by the Company’s Board of Directors.

On August 30, 2017, upon the recommendation of the Compensation & Benefits Committee, the Board of Directors of First BanCorp. (the “Corporation”) approved a change to the compensation structure for non-employee directors, effective as of September 1, 2017. In this regard, the Board of Directors approved an increase in the value of the annual grant of restricted stock to $40,000 from $25,000. Following is a description of the revised compensation structure for non-employee directors:

The Plan may be amended or terminated at any time by the Board of Directors, provided, however, that no such amendment or termination of the Plan shall be effective if such amendment or termination is made or is effective within a period that is # six (6) months before, or at any time after, a Preliminary Change in Control and # prior to # the earlier of such time as the Southern Committee shall have determined that the event that gave rise to such Preliminary Change in Control shall not be Consummated or # two years following the Southern Change in Control, unless such amendment or termination during such period has the effect of increasing benefits to Participants under the Plan, is determined by the Board of Directors to be immaterial, or applies solely to Directors who, in the case of a Southern Change in Control, are not Directors on the date of the respective Preliminary Change in Control. Following a Southern Change in Control, nothing in this Section 12.1 shall prevent the Board of Directors from amending or terminating the Plan as to any subsequent Southern Change in Control provided that no such amendment or termination shall impair any rights or reduce any benefits previously accrued under the Plan as a result of a previous Southern Change in Control.