Exhibit 10.8

                            PRESTIGE FINANCIAL CORP.

                               Second Addendum to
                         Executive Employment Agreement

     WHEREAS, the Board of Directors of Prestige Financial Corp. (the "Company")
and Arnold F. Horvath (the "Executive") entered into an Executive Employment
Agreement (the "Agreement") effective January 1, 1994; and

     WHEREAS, said Agreement was modified, effective August 16, 1995, by an
Addendum to Executive Employment Agreement ("First Addendum"); and

     WHEREAS, the Company and the Executive desire to modify said Agreement and
First Addendum in certain respects as set forth herein; and

     WHEREAS, the Agreement provides for modification or amendment solely by an
instrument in writing signed by the parties.

     NOW, THEREFORE, in consideration of the mutual covenants of the parties
herein contained, the parties hereto agree to modify said Agreement as follows:

1. Section 2. A of the Agreement shall be modified by striking said paragraph
and substituting therefor the following:

     "A.  TERM OF EMPLOYMENT. The period of Executive's employment under this
          Agreement shall commence on January 1, 1998, and shall continue for a
          period of four years thereafter or until the date of the Executive's
          death, if earlier. This Agreement shall automatically be extended for
          additional one-year periods without action by the parties beginning
          January 1, 2002, and on January 1 of each year thereafter unless
          either party serves written notice upon the other at least 90 days
          prior to the January 1 renewal date of each succeeding year stating
          such party's intention to terminate this Agreement."

2.   Section "5-B(i)" of the Agreement shall be modified by substituting
     "5-A(ii) for 5-A(i)" in the second line thereof

3.   Section 3 of the Agreement shall be modified by adding sub-paragraph "H" to
     the end thereof, which shall state as follows:


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<PAGE>


"H   EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT. The Company and the
     Executive have entered into an Executive Supplemental Retirement Income
     Agreement ("SERP") for the benefit of the Executive under which the Company
     has promised to pay certain benefits to the Executive following his
     termination of employment. The Company agrees to honor said SERP in
     accordance with its terms, provided, however, that in the event of an
     imminent Change in Control, as defined herein and/or in said SERP, pursuant
     to which the Company has agreed to make a final lump sum contribution equal
     to the present value of all remaining contributions to the Retirement
     Income Trust Fund (as defined in the SERP), the Company agrees that such
     contribution shall be made in such a manner as to minimize any potential
     "excess parachute payment" as defined in Section 280G of the Internal
     Revenue Code of 1986, as amended ("Code"). For example, in the event that
     an imminent Change in Control shall occur in the immediately succeeding
     calendar year pursuant to a definitive agreement executed or any other
     action taken in a calendar year, then the Company shall make the final
     contribution in the year immediately preceding the calendar year of the
     Change in Control, i.e., in the year of the execution of said definitive
     agreement or other action causing the imminent Change in Control".

4. The First Addendum to the Agreement shall be modified by adding new paragraph
12 to the end thereof which shall state as follows:

"12. Accelerated Vesting of SARs in the event of a Change in Control.
     Notwithstanding anything herein to the contrary, in the event of an
     imminent 100 percent Change in Control pursuant to paragraph 6 of the First
     Addendum, or in the event of an imminent 30 percent change in control
     pursuant to paragraph 7 of the First Addendum, the Company shall cause the
     accelerated vesting of all or a portion (but not less than 30 percent) of
     the SARs value to the Executive under the imminent Change in Control in
     such a manner as to minimize any potential "excess parachute payment" as
     defined in Section 280G of the Code. The remaining portion of the SAR's
     value shall then be forfeited by the Executive. For example, in the event
     that an imminent Change in Control shall occur in the immediately
     succeeding calendar year pursuant to a definitive agreement executed or any
     other action taken in a calendar year, then the Company may agree to
     immediately bonus the Executive to the extent of 35% (with Executive then
     forfeiting 65%) of the anticipated SAR's value attributable to the Change
     in Control, in the year immediately preceding the calendar year of the
     Change in Control, i.e., in the year of the execution of said definitive
     agreement or other action causing the imminent Change in Control."


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<PAGE>


5.   This Second Addendum shall be effective as of the 1st day of January, 1998.
     In all respects not inconsistent herewith, the Agreement and First Addendum
     shall remain in full force and effect.

     IN WITNESS WHEREOF, Prestige Financial Corp, has caused this Second
Addendum to be executed and its seal affixed here into by its officers thereunto
duly authorized, and the Executive has signed this Second Addendum, all as of
the 29th day of December 1997.

ATTEST:                                           PRESTIGE FINANCIAL CORP.
                                                  Louis R. DeFalco

/s/ [ILLEGIBLE]                                   /s/ Louis R. DeFalco
---------------------------                       ------------------------------
Secretary                                         Chairman of the Board


WITNESS:                                          Arnold F. Horvath

/s/ Deborah A. Fabian                             /s/ Arnold F. Horvath
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<PAGE>


                            PRESTIGE FINANCIAL CORP.

                               Second Addendum to
                         Executive Employment Agreement

     WHEREAS, the Board of Directors of Prestige Financial Corp. (the "Company")
and Robert J. Jablonski (the Executive") entered into an Executive Employment
Agreement (the "Agreement") effective January 1, 1994; and

     WHEREAS, said Agreement was modified, effective August 16, 1995, by an
Addendum to Executive Employment Agreement ("First Addendum"); and

     WHEREAS, the Company and the Executive desire to modify said Agreement and
First Addendum in certain respects as set forth herein; and

     WHEREAS, the Agreement provides for modification or amendment solely by an
instrument in writing signed by the parties.

     NOW, THEREFORE, in consideration of the mutual covenants of the parties
herein contained, the parties hereto agree to modify said Agreement as follows:

1. Section 2. A of the Agreement  shall be modified by striking  said  paragraph
and substituting therefor the following:

     "A.  TERM OF EMPLOYMENT. The period of Executive's employment under this
          Agreement shall commence on January 1, 1998, and shall continue for a
          period of four years thereafter or until the date of the Executive's
          death, if earlier. This Agreement shall automatically be extended for
          additional one-year periods without action by the parties beginning
          January 1, 2002, and on January 1 of each year thereafter unless
          either party serves written notice upon the other at least 90 days
          prior to the January 1 renewal date of each succeeding year stating
          such party's intention to terminate this Agreement."

2.   Section "5-B(i)" of the Agreement shall be modified by substituting
     "5-A(ii) for 5-A(i)" in the second line thereof

3.   Section 3 of the Agreement shall be modified by adding sub-paragraph "H" to
     the end thereof, which shall state as follows:


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<PAGE>


     "H.  EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME AGREEMENT. The Company and
          the Executive have entered into an Executive Supplemental Retirement
          Income Agreement ("SERP") for the benefit of the Executive under which
          the Company has promised to pay certain benefits to the Executive
          following his termination of employment. The Company agrees to honor
          said SERP in accordance with its terms, provided, however, that in the
          event of an imminent Change in Control, as defined herein and/or in
          said SERP, pursuant to which the Company has agreed to make a final
          lump sum contribution equal to the present value of all remaining
          contributions to the Retirement Income Trust Fund (as defined in the
          SERP), the Company agrees that such contribution shall be made in such
          a manner as to minimize any potential "excess parachute payment" as
          defined in Section 280G of the Internal Revenue Code of 1986, as
          amended ("Code"). For example, in the event that an imminent Change in
          Control shall occur in the immediately succeeding calendar year
          pursuant to a definitive agreement executed or any other action taken
          in a calendar year, then the Company shall make the final contribution
          in the year immediately preceding the calendar year of the Change in
          Control, i.e., in the year of the execution of said definitive
          agreement or other action causing the imminent Change in Control".

4. The First Addendum to the Agreement shall be modified by adding new paragraph
12 to the end thereof which shall state as follows:

     "12. Accelerated Vesting of SARs in the event of a Change in Control.
          Notwithstanding anything herein to the contrary, in the event of an
          imminent 100 percent Change in Control pursuant to paragraph 6 of the
          First Addendum, or in the event of an imminent 30 percent change in
          control pursuant to paragraph 7 of the First Addendum, the Company
          shall cause the accelerated vesting of all or a portion (but not less
          than 30 percent) of the SARs value to the Executive under the imminent
          Change in Control in such a manner as to minimize any potential
          "excess parachute payment" as defined in Section 280G of the Code. The
          remaining portion of the SAR's value shall then be forfeited by the
          Executive. For example, in the event that an imminent Change in
          Control shall occur in the immediately succeeding calendar year
          pursuant to a definitive agreement executed or any other action taken
          in a calendar year, then the Company may agree to immediately bonus
          the Executive to the extent of 35% (with Executive then forfeiting
          65%) of the anticipated SAR's value attributable to the Change in
          Control, in the year immediately preceding the calendar year of the
          Change in Control, i.e., in the year of the execution of said
          definitive agreement or other action causing the imminent Change in
          Control."


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<PAGE>


5.   This Second Addendum shall be effective as of the 1st day of January, 1998.
     In all respects not inconsistent herewith, the Agreement and First Addendum
     shall remain in full force and effect.

     IN WITNESS WHEREOF, Prestige Financial Corp, has caused this Second
Addendum to be executed and its seal affixed here into by its officers thereunto
duly authorized, and the Executive has signed this Second Addendum, all as of
the 29th day of December 1997.

ATTEST:                                           PRESTIGE FINANCIAL CORP.
                                                  Louis R. DeFalco

/s/ [ILLEGIBLE]                                   /s/ Louis R. DeFalco
---------------------------                       ------------------------------
Secretary                                         Chairman of the Board


WITNESS:                                          Robert J. Jablonski

/s/ Deborah A. Fabian                             /s/ Robert J. Jablonski
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