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                              EXTENSION AGREEMENT

        This Agreement made this 31st day of July, 1998, by and between:

        FIRST WESTERN BANCORP, INC., a Pennsylvania corporation, hereinafter
referred to as (the "Company")

                                     AND

        ThOMAS J. O'SHANE, an employee of the Company, and hereinafter
referred to as the (the "Executive")

        W I T N E S S E T H:

        WHEREAS, the Company and the Employee entered into an Agreement dated
July 18, 1995 which agreement is commonly referred to as "change in
control" agreement and which agreement is due to expire on July 31, 1998;
and

        WHEREAS, the Compensation Committee of the Board of Directors of the
Company has been reviewing all change in control contracts and the concepts
behind the same to determine whether to recommend that the Company extend
the Employee's change in control contract and if so, upon what terms and
conditions; and

        WHEREAS, the Compensation Committee has not been able to reach a
recommendation to the board of directors of the Company regarding extending
or renewing the Executive's change in control contract, but the Company has
authorized this Extension Agreement under which the Executive's current
change in control contract will be extended to December 31, 1998, at which
time, notwithstanding Paragraph 24 to the contrary, the change in control
agreement will lapse and become null and void;

        NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements hereinafter set forth, the Company and Executive hereby
agree as follows:

        1.       Paragraph 24 of the Agreement dated July 18, 1995, by and
                 between the Company and the Executive is hereby amended to read
                 in its entirety as follows:

                 24.  Notwithstanding anything to the contrary contained above,
                      this Agreement shall remain in effect through December 31,
                      1998 at which time, if there has not been a change in
                      control, this Agreement shall lapse and become null and
                      void unless extended by the Company.

        2.       The Executive understands that this Extension Agreement in no
                 way obligates the Company to either extend or renew the
                 Executive's change in control agreement.  The Executive further
                 understands that in the event the company should decide to

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                 extend to the Executive a new change in control agreement, 
                 such new agreement may contain terms and condition       
                 materially different from the terms and conditions set   
                 forth in the change in control agreement dated January 16, 
                 1996.

        3.       Except for amending and restating in its entirety Paragraph 24
                 of the agreement as set forth in Paragraph 1 above and except
                 for the understanding set forth in Paragraph 2 above, the
                 agreement dated July 18, 1995 shall remain in full force and
                 effect until its expiration on December 31, 1998 unless
                 otherwise amended by agreement between the company and the
                 Executive.

        IN WITNESS WHEREOF, the undersigned has set their hand and seal or
caused this Agreement to be signed by a duly authorized officer, on the day
first set out above.

                                          FIRST WESTERN BANCORP, INC.

                                          By: /s/Robert C. Duvall 
                                              -------------------
                                              Robert C. Duvall, Chairman
                                              Compensation Committee of the 
                                              Board of Directors

ATTEST:

/s/Robert H. Young
------------------
    Secretary


                                         EXECUTIVE

                                         By: /s/Thomas J. O'Shane
                                             -------------------- 
                                             Thomas J. O'Shane

WITNESS:

/s/Holly L. Turk
----------------




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