RETIREMENT AGREEMENT

         This RETIREMENT  AGREEMENT  ("Agreement") is entered into this 30th day
of April,  2004  ("Effective  Date") by and among  Reserve  Bancorp,  Inc.  (the
"Company")  with its principal  place of business  headquartered  in Pittsburgh,
Pennsylvania,  Reserve Bank ("Bank"),  a federally chartered savings bank having
its principal place of business located in Pittsburgh,  Pennsylvania and Richard
A. Sinewe ("Employee").

         WHEREAS, Employee has previously served the Company and the Bank as its
President and a member of the board of directors;

         WHEREAS, the Company recognizes the specialized knowledge and expertise
of the Employee related to the business affairs of the Company and the Bank; and

         WHEREAS, Employee and the Company desire to enter into a retirement and
non-competition agreement upon the terms and conditions hereinafter contained;

         NOW,  THEREFORE,  in consideration of the covenants and terms contained
in this  Agreement  as set forth herein and of the mutual  benefits  accruing to
Company,  the  Bank and to  Employee  from the  retirement  and  non-competition
agreement  between  the  parties  as set forth by the  terms of this  Agreement,
Company, Bank and Employee,  each intending to be legally bound, hereby agree as
follows:

1. Retirement.
   ----------

         This Agreement  shall  constitute  written notice from the Employee and
acceptance by the Company, the Bank, and all other subsidiaries of such entities
that effective as of April 30, 2004, the Employee hereby irrevocably  resigns as
a director of the Company, the Bank, and all other subsidiaries of such entities
(collectively,  the "Companies").  In addition,  this Agreement shall constitute
irrevocable  written notice of resignation and early  retirement by the Employee
and acceptance by the Companies on April 30, 2004,  that as of December 31, 2004
("Termination  Date"),  the Employee hereby terminates his status as an employee
of the Companies.  During the period from April 30, 2004 through the Termination
Date, the Employee  shall remain  available upon request by the President of the
Company or the Bank to furnish  information  and advice  that may be  reasonably
requested  of him from time to time with  regard  to the  prior  operations  and
activities of the Company and the Bank and related  records.  During such period
from  April  30,  2004  through  the  Termination  Date,  the Bank  shall not be
obligated  to furnish  the  Employee  with  office  facilities  or use of office
equipment of the Company or the Bank,  nor shall the Employee be  authorized  to
utilize  any  Company or Bank  charge  accounts,  credit  cards or other  credit
facilities  which would  obligate  the  Companies  to make payment to any party,
except upon specific invitation or authorization by the Bank President.

                                       1
<PAGE>

2.   Non-Competition and Confidential Business
     -----------------------------------------

         During the period  commencing  on the  Effective  Date and ending as of
December 31, 2007;

         (a)  Employee  will not,  without  the express  written  consent of the
Companies,  directly or indirectly communicate or divulge to, or use for his own
benefit  or  for  the  benefit  of  any  other  person,  firm,  association,  or
corporation,  any of the trade secrets,  proprietary data or other  confidential
information  communicated  to or  otherwise  learned or acquired by the Employee
from the  Companies  ("Confidential  Information"),  except  that  Employee  may
disclose  such matters to the extent that  disclosure  is required by a court or
other governmental agency of competent jurisdiction.

         (b) Employee will not contact  (with a view toward  selling any product
or service  competitive  with any product or service sold or proposed to be sold
by the Companies) any person, firm,  association or corporation (A) to which the
Companies  sold any  product  or  service  during  the five  years  prior to the
Effective Date, (B) which Employee solicited,  contacted or otherwise dealt with
on behalf of the  Companies,  or (C) which  Employee was  otherwise  aware was a
client of the Companies.  Employee will not directly or indirectly make any such
contact,  either  for his own  benefit or for the  benefit of any other  person,
firm, association, or corporation.

         (c) Employee  hereby  agrees that he shall not, on his own behalf or on
behalf of others,  employ,  solicit, or induce, or attempt to employ, solicit or
induce,  any  employee  of the  Companies,  for  employment  with any  financial
services   enterprise   (including  but  not  limited  to  a  savings  and  loan
association,  bank, credit union, or insurance  company),  nor will the Employee
directly or  indirectly,  on his behalf or for  others,  seek to  influence  any
employee of the Companies to leave the employ of the Companies.

         (d)  Employee  will  not  make  any  public  statements  regarding  the
Companies without the prior consent of the Companies, and the Employee shall not
make any statements  that  disparage the Companies or the business  practices of
the Companies.  At all times on and after the Effective  Date, the Employee will
make no representations that any of his personal or professional  activities are
approved  by,  endorsed by, being  promoted by or made in  cooperation  with the
Companies,  unless prior written  approval is obtained from the  Companies.  The
Company shall not knowingly or intentionally  make any statements that disparage
the Employee.

(e) Employee shall not:

                           (i)  propose to the  Company or any other  person any
                  transaction  between a third-party  and the Company and/or its
                  security  holders  or  involving  any  of  its  securities  or
                  security holders;

                           (ii) acquire,  offer to acquire,  or agree to acquire
                  or assist,  advise or encourage  any other person or entity in
                  acquiring,  directly or indirectly,  by purchase, tender offer
                  or  otherwise,  any voting  securities  or direct or  indirect
                  rights to acquire

                                       2
<PAGE>

                  any  voting  securities  of  the  Company  or  any  subsidiary
                  thereof, or  of  any successor to, or person in control of the
                  Company,  or any asset  of  the Company or any  subsidiary  or
                  division  thereof  or  of any such  successor  or  controlling
                  person;  provided that such limitations on the  activities  of
                  the Employee  shall not apply to such  Employee  with  respect
                  to any proposal or transaction presented by a  third-party  to
                  the  Company  which  shall be  approved  or  endorsed  by  the
                  Company  in  advance  of any  public  announcement   of   such
                  proposal  or  transaction  for  actions  taken by the Employee
                  after such Company approval or endorsement;

                           (iii) make,  or in any way  participate,  directly or
                  indirectly,  in any  "solicitation"  of  "proxies" to vote (as
                  such  terms  are  used  in the  rules  of the  Securities  and
                  Exchange  Commission),  or seek to  advise  or  influence  any
                  person or entity  with  respect  to the  voting of any  voting
                  securities of the Company;

                           (iv) make any public announcement with respect to, or
                  submit  a  proposal   for,   or  offer  of  (with  or  without
                  conditions)  any  extraordinary   transaction   involving  the
                  Company or any of its securities or assets;

                           (v) form, join or in any way participate in a "group"
                  as defined in Section 13(d)(3) of the Securities  Exchange Act
                  of 1934,  as  amended,  or the change in control  rules of the
                  Office  of  Thrift   Supervision  (12  C.F.R.   part  574)  in
                  connection with any of the foregoing.

                           (vi)  otherwise act alone or "in concert" with others
                  to seek to  "control"  the  management,  Board of Directors or
                  policies of the Company, or any subsidiary thereof, within the
                  meaning of 12 C.F.R. Part 574.

         (f)  Employee  acknowledges  and agrees  that  irreparable  injury will
result to the  Companies  in the event of a breach of any of the  provisions  of
this Section 2 (the "Designated Provisions") and that the Companies will have no
adequate  remedy at law with  respect  thereto.  Accordingly,  in the event of a
material breach of any Designated Provision,  and in addition to any other legal
or equitable  remedy the Companies may have, the Companies  shall be entitled to
the  entry of a  preliminary  and a  permanent  injunction  (including,  without
limitation, specific performance by a court of competent jurisdiction located in
the  Commonwealth of Pennsylvania,  or elsewhere),  to restrain the violation or
breach  thereof by Employee,  and Employee shall submit to the  jurisdiction  of
such court in any such action.

3.   Compensation
     ------------

          a.   Company agrees to pay Employee for his commitments and agreements
               as contained  herein,  including Section 2 herein, in lieu of any
               other salary or compensation for services to be rendered from the
               Effective  Date  through  the  Termination  Date,  the  aggregate
               compensation of $38,900.00 payable in the form of eight (8) equal
               cash

                                       3
<PAGE>

               payments of $4,862.50 per month (less applicable tax withholding)
               during the months of May 2004 through December 2004. The Employee
               and the Company  acknowledge that compliance by the Employee with
               the  conditions  set forth at Section 2, herein,  is an essential
               component  of  this  Agreement,   and  that  such  compliance  is
               necessary  for the  Company  to  obtain  the  full  value  of its
               consideration  paid under this Agreement.  The parties agree that
               Employee  shall not be  entitled  to  participate  in or  receive
               benefits  under any Company or Bank programs  maintained  for its
               employees,  except as  specifically  agreed to by the parties and
               detailed herein.

          b.   During the period of continued employment from the Effective Date
               and ending on the  Termination  Date, the Employee shall continue
               to be eligible to  participate in the Bank's group life insurance
               program, eye care insurance coverage,  dental insurance coverage,
               employee  checking program,  employee loan discount program,  the
               Bank's  Employee Stock  Ownership Plan, and the Bank's 401k plan.
               The stock options to purchase shares of stock of the Company held
               by the  Employee  as of the  Termination  Date shall  cease to be
               exercisable   thereafter   in   accordance   with  their  initial
               provisions.  All stock  options  held by the  Employee  as of the
               Termination Date that are not yet exercisable  shall be forfeited
               as of the  Termination  Date.  All stock  awards under the Bank's
               2003  Restricted  Stock Plan that have not been earned and vested
               as of the Termination Date shall be forfeited as of such date.

4. Releases and Covenants
   ----------------------

                (a) Employee hereby  irrevocably and  unconditionally  releases,
         acquits,  and forever  discharges  the Companies,  its owners,  parent,
         subsidiaries,   affiliates,   related  entities,  officers,  directors,
         agents, and employees,  from any and all claims,  demands, or causes of
         action based upon any past action, omission, or event, whether known or
         unknown,  and whether or not in litigation  which  Employee may have or
         which could be asserted by another on Employee's  behalf,  based on any
         action,  omission,  or event  relating to Employee's  employment at the
         Companies  and/or  the  cessation  thereof  through  the date  Employee
         executes this Agreement  (collectively,  the "General  Release").  This
         General Release includes actions claiming violation of Title VII of the
         Civil  Rights Act of 1964,  as amended,  42 U.S.C.  2000e et seq.,  the
         Americans with Disabilities  Act, the Age  Discrimination in Employment
         Act, as amended by the Older Workers' Benefit Protection Act, all state
         and  local  fair  employment  and  or   anti-discrimination   laws  and
         regulations,  and any other  applicable  federal,  state, or local law,
         order or regulation.  This General Release also includes any claims for
         wrongful  discharge  or that the  Companies  have dealt  with  Employee
         unfairly or in bad faith, and actions raising tortious claims,  actions
         raising any claim of express or implied contract of employment,  or any
         other  cause of  action  or claims of  violation  of common  law.  This
         General  Release is for any and all relief,  without regard to its form
         or  characterization.  Included in this General Release are any and all
         claims for  attorneys'  fees and for future damages  allegedly  arising
         from the  alleged  continuation  of the  effects  of any  past  action,
         omission, or event.

                                       4

<PAGE>

                  (b) Employee  further  states that he has  carefully  read the
         foregoing,  has had sufficient opportunity to review and deliberate the
         foregoing with or without counsel of Employee's own choosing,  has been
         advised of the  opportunity  to consult with an  attorney,  has had the
         advice of counsel of his choosing,  knows and  understands the contents
         of this Agreement and related  General  Release,  and signs the same as
         Employee's free and independent  act. No inducements,  representations,
         or  agreements  have been made or  relied  upon to make this  Agreement
         except as stated in this Agreement.

                  (c) Employee  understands  and  acknowledges  that the General
         Release  and  waiver of claims  contained  herein  is  exchanged  for a
         portion of the  compensation  described  at Section  3,  herein,  which
         compensation the Employee is not otherwise entitled to receive.

                  (d)  Employee  understands  that he has a period  of seven (7)
         days  from the date of  executing  this  Agreement  during  which  time
         Employee  shall  have the  right to  revoke  this  Agreement.  Any such
         revocation  shall be in writing and  delivered  to the  Chairman of the
         Board of the Company.

                  (e) Employee further agrees not to sue the Companies or any or
         all of its owners, parent, subsidiaries,  affiliates, related entities,
         officers,  directors,  agents,  and/or employees,  based on any matter,
         including  those,  relating to  Employee's  employment at the Companies
         and/or  cessation  thereof arising through the date Employee signs this
         Agreement.  Employee  further  agrees that  Employee will not permit an
         action to be filed on Employee's behalf seeking monetary relief against
         the Companies, and will not permit Employee to be a member of any class
         or group seeking  monetary  relief  against the Companies in any matter
         relating to Employee's employment or cessation thereof. Employee states
         that he has not previously filed or joined in any complaints or charges
         or  lawsuits  against the  Companies  pending  before any  governmental
         agency or court of law  relating  to his  employment  and/or  cessation
         thereof.

                  (f) The  Companies  agree not to sue the  Employee for actions
         taken as an employee, officer or director of the Companies prior to the
         Effective Date, provided however, this covenant not to sue the Employee
         shall not be applicable  to the  Companies  with respect to any matters
         whereby the Employee is alleged to have  violated any law or regulation
         as  determined  in good faith by the Board of  Directors  of any of the
         Companies  after  consultation  with  counsel,  or as  directed  by any
         applicable  governmental  agency,  including,  but not  limited  to the
         Office  of  Thrift   Supervision  or  the  Federal  Deposit   Insurance
         Corporation.  Further,  the  Companies  reserve  the  right  to sue the
         Employee in order to enforce this Agreement and the  provisions  herein
         and to file any  counterclaims  in response to any litigation  filed by
         the Employee against the Companies.

                                       5

<PAGE>

        5. Return of Property.
           ------------------

                All documents,  records, data, apparatus,  equipment,  and other
         physical   property,   whether  or  not   pertaining  to   Confidential
         Information,  which have been  furnished to the Employee by the Company
         or the Bank or which were  produced  by  Employee  in  connection  with
         Employee's  employment  with the Company or the Bank will be and remain
         the sole property of the Company and the Bank.  Employee  warrants that
         all such  materials  and property  have been returned to the Company or
         the  Bank and that  Employee  has not  retained  any such  material  or
         property or any copies thereof.

         6. Cooperation.
            -----------

                At all times  before and after the  Termination  Date,  Employee
         shall reasonably cooperate with the Company and the Bank in the defense
         or  prosecution  of any claims or actions now in existence or which may
         be  brought in the  future  against or on behalf of the  Company or the
         Bank  which  relate to  events or  occurrences  that  transpired  while
         Employee  was   employed  by  the  Company  or  the  Bank.   Employee's
         cooperation  in connection  with such claims or actions shall  include,
         but not be limited to, being  available to meet with counsel to prepare
         for discovery or trial and to act as a witness on behalf of the Company
         or the Bank at mutually  convenient times.  During and after Employee's
         employment,  Employee also shall reasonably  cooperate with the Company
         or the Bank in  connection  with any  investigation  or  review  of any
         federal, state, or local regulatory authority as any such investigation
         or review  relates  to  events or  occurrences  that  transpired  while
         Employee was employed by the Company or the Bank. The Company shall, at
         the  request  of  Employee,   reimburse  any  reasonable  out-of-pocket
         expenses  that Employee  would be required to incur in connection  with
         Employee's  performance  of  Employee's  obligations  pursuant  to this
         Section 6.

         7.  Notices
             -------

         Any notice  required or  permitted  to be given  hereunder  shall be in
         writing and shall be effective three business days after it is properly
         sent by  registered  or  certified  mail,  if to the  Companies  to the
         Chairman of the Board at the administrative  offices of the Company, or
         if to Employee to the address set forth  beneath his  signature to this
         Agreement,  or to such other  address as either  party may from time to
         time designate by notice.

         8.  Assignability
             -------------

                  This  Agreement  may not be assigned by any party  without the
         prior written  consent of the other parties,  except that no consent is
         necessary for the  Companies to assign this  Agreement to a corporation
         succeeding to substantially all the assets or business of the Companies
         whether  by  merger,  consolidation,  acquisition  or  otherwise.  This
         Agreement


                                       6
<PAGE>

         shall  be binding upon  Employee,  his heirs and permitted  assigns and
         the Companies, its successors and permitted assigns.

         9.  Severability
             ------------

                  Each of the  sections  contained  in this  Agreement  shall be
         enforceable independently of every other section in this Agreement, and
         the  invalidity  or   non-enforceability   of  any  section  shall  not
         invalidate  or  render  non-enforceable  any  other  section  contained
         herein.  If any section or provision  in a section is found  invalid or
         unenforceable,  it is  the  intent  of the  parties  that  a  court  of
         competent  jurisdiction  shall  reform  the  section or  provisions  to
         produce its nearest enforceable economic equivalent.

         10.  Arbitration
              -----------

                  Except as provided at Section 2(f) herein,  any controversy or
         claim  arising  out of or  relating  to this  Agreement  or the  breach
         thereof shall be settled by binding  arbitration in accordance with the
         Commercial  Arbitration Rules of the American Arbitration  Association,
         with such arbitration hearing to be held at the offices of the American
         Arbitration  Association  ("AAA") nearest to Pittsburgh,  Pennsylvania,
         and  judgment  upon the  award  rendered  by the  arbitrator(s)  may be
         entered in any court having jurisdiction  thereof.  Either the Employee
         or the Company may file a request for such arbitration with the AAA.

          11.  Applicable Law
               --------------

                  It is the  intention of the parties  hereto that all questions
         and interpretations with respect to the construction and performance of
         this  Agreement and the rights and  liabilities  of the parties  hereto
         shall be determined in accordance with the laws of the  Commonwealth of
         Pennsylvania,  with respect to any matter or thing  arising out of this
         Agreement or pursuant thereto.

          12. Integration.
              -----------

                Employee   further   acknowledges  and  agrees  that  any  prior
         representations,  promises,  or agreements between the parties relating
         to the subject matter of this Agreement are hereby  extinguished;  that
         there are no oral or written  representations,  promises, or agreements
         between the parties  other than those set forth  herein,  and that this
         constitutes  the  entire  and only  Agreement  on the  subject  matters
         covered herein.

          13.  The Complete Agreement
               ----------------------

                  This  Agreement,  and any  attachments  or  exhibits  appended
         hereto,  shall represent the complete  Agreement  between the Companies
         and Employee  concerning  the subject  matter hereof and supersedes all
         prior  agreements  or  understandings,  written or oral.  No  attempted

                                       7
<PAGE>

         modification or waiver of any of the provisions hereof shall be binding
         on either party unless made in writing and signed by both  Employee and
         the Companies.

         14. Acknowledgement.
             ---------------

                By signing  below,  in addition to the provisions of the General
         Release and the covenant not to sue the  Companies as contained  herein
         at Section 4, Employee acknowledges that:

               a.   Employee has been advised to consult with an attorney  prior
                    to signing this  Agreement and has had the advice of counsel
                    of his choosing;

               b.   Employee  was  given at least 21 days from the date of first
                    receipt of this Agreement on April 23, 2004, to consider the
                    actual terms of this Agreement;

               c.   Employee  understands that Employee must deliver this signed
                    Agreement to the Company,  to the attention of David Butler,
                    Chairman,   Reserve  Bancorp,  Inc.,  2000  Mt.  Troy  Road,
                    Pittsburgh, PA 15212-1399, such that he receives it no later
                    than 21 days after Employee receives this Agreement.

               d.   Employee  understands  that  Employee may revoke the General
                    Release  within  seven  (7)  calendar  days from the date of
                    signing this  Agreement,  in which case this Agreement shall
                    be null and void and of no force and effect on the Companies
                    or Employee.

               e.   Employee  understands  that this Agreement  shall not become
                    effective or enforceable  until the 7-day revocation  period
                    has expired . Employee further  understands and acknowledges
                    that, to be effective,  the  revocation  must be in writing,
                    delivered  to Mr.  David  Butler at the same  address  noted
                    above,  on or before the seventh (7th)  calendar day by 5:00
                    PM after Employee signs this Agreement.

                                       8
<PAGE>

         PLEASE READ CAREFULLY THIS RETIREMENT  AGREEMENT AND GENERAL RELEASE IN
         FULL.  IT CONTAINS A COVENANT  NOT TO SUE AND A GENERAL  RELEASE OF ALL
         KNOWN AND UNKNOWN CLAIMS ARISING OUT OF YOUR EMPLOYMENT, INCLUDING, BUT
         NOT LIMITED  TO, THE RELEASE OF ALL CLAIMS  UNDER TITLE VII OF THE 1964
         CIVIL  RIGHTS  ACT,  THE  AMERICANS  WITH  DISABILITIES  ACT,  THE  AGE
         DISCRIMINATION  IN  EMPLOYMENT  ACT AS  AMENDED  BY THE OLDER  WORKERS'
         BENEFIT  PROTECTION  ACT,  AND/OR  ANY  OTHER  FEDERAL  OR  STATE  FAIR
         EMPLOYMENT OR ANTI-DISCRIMINATION STATUTES OR REGULATIONS.


                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
         Agreement as of the date first above written.


                                          RESERVE BANCORP, INC. ("Company")
                                          RESERVE BANK ("Bank")


                                           By: /s/ David Butler
                                               ---------------------------------
                                                   David Butler
                                                   Chairman

         I have read this  Agreement,  and I am fully aware of the legal effects
         of the  Agreement.  I have  chosen to  execute  the  Agreement  freely,
         without  reliance  upon any  promises  or  representations  made by the
         Company or the Bank other than those contained in this Agreement, and I
         understand  that,  under the  terms of the  Agreement,  I will  receive
         compensation  payments as described in the Agreement,  less  applicable
         tax  withholdings,  beginning  on the next  feasible  regular  biweekly
         payroll date after the eighth (8th) day  following my execution of this
         Agreement,  provided I do not revoke  this  Agreement  within the 7-day
         revocation period described herein.


                                               /s/ Richard A. Sinewe
                                               ---------------------------------
                                               Richard A. Sinewe, Employee

                                               Address:
                                               1048 Woodberry Road
                                               New Kensington, PA  15068



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