<PAGE> 1

                                  AGREEMENT


                 THIS AGREEMENT made this 15th day of September, 1998, by and
between:

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

                                     AND

                 JOHN A. ZERCHER, an employee of the Company, and hereinafter
referred to as the "Executive";

                 W I T N E S S E T H:

                 WHEREAS, the Executive serves in the capacity of, and performs
the duties of, an Executive Officer for the Company; and

                 WHEREAS, the Board of Directors of the Company considers it to
be in the best interest of the Company and the stockholders of the
Company that the Executive continue to serve in an executive capacity of
the Company; and

                 WHEREAS, the Company desires to assure the continuing services
of the Executive on behalf of the Company on an objective and impartial
basis and without distraction or conflict of interest due to the
uncertainties of his position in the event of an actual, attempted or
threatened Change in Control (as such Change in Control is hereinafter
defined in Paragraph 1); and 

                 WHEREAS, in view of the foregoing, the Company desires to
provide the Executive with a degree of employment security in the event
of a Change in Control;

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

1.     as used herein, the following definitions apply:

    (a)    "Bank" means First Western Bank, National Association, or any
           successor thereto.

    (b)    "Beneficial Owner" shall have the meaning ascribed to such term
           in Rule 13d-3 of the General Rules and Regulations under the
           Exchange Act.

    (c)    "Board" means the Board of Directors of the Company and/or the
           Board of Directors of the Bank, as indicated by the context in
           which the term is used.

    (d)    "Change in Control" shall be deemed to have occurred as of the
           first day that any one or more of the following conditions shall
           have been satisfied:

       (i)       Final regulatory approval is obtained for any Person (other
                 than those Persons in control of the Company and/or the Bank,
                 as applicable, as of the effective date of this Agreement, or
                 other than a trustee or other fiduciary holding securities
                 under an employee benefit plan of the Company and/or the Bank,
                 as applicable, or a 

                                  Page 1<PAGE>
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                 corporation owned directly or indirectly by the         
                 stockholders of the Company and/or the Bank, as         
                 applicable, in substantially the same proportions as    
                 their ownership of stock of the Company and/or the      
                 Bank), to become the Beneficial Owner, directly or      
                 indirectly, of securities of the Company and/or the     
                 Bank, as applicable, representing twenty (20) percent   
                 or more of the combined voting power of the Company's   
                 (or the Bank's as applicable) then outstanding          
                 securities; or

       (ii)      During any period of two (2) consecutive years (not including
                 any period prior to the execution of this Agreement),
                 individuals who at the beginning of such period constitute the
                 Board of the Company and/or the Board of the Bank (and any new
                 Director, whose election by the Company's stockholders or the
                 Bank's stockholders, as applicable, was approved by a vote of
                 at least two-thirds (2/3) of the Directors then still in
                 office who either were Directors at the beginning of the
                 period or whose election or nomination for election was so
                 approved), cease for any reason to constitute a majority
                 thereof; or

       (iii)     Final regulatory approval is obtained with respect to:    
                 (A) a plan of complete liquidation of the Company or    
                 the Bank; or (B) an agreement for the sale or           
                 disposition of all or substantially all the Company's   
                 or the Bank's assets; or  (C)  a merger, consolidation, 
                 or reorganization of the Company and/or the Bank with    
                 or involving any other corporation, other than a         
                 merger, consolidation, or reorganization that would      
                 result in the voting securities of the Company or the    
                 Bank (as applicable) outstanding immediately  prior      
                 thereto continuing to represent (either by remaining     
                 outstanding or by being converted into voting            
                 securities of the surviving entity), at least fifty      
                 (50) percent of the combined voting power of the voting  
                 securities of the Company of the Bank (as applicable)     
                 (or such surviving entity) outstanding immediately        
                 after such merger, consolidation, or reorganization.

             Notwithstanding the foregoing, in no event shall a Change in
             Control be deemed to have occurred, with respect to the
             Executive, if the Executive is part of a purchasing group which
             consummates the Change in Control transaction.  The Executive
             shall be deemed "part of a purchasing company or group (except
             for:  (A)  passive ownership of less than three (3) percent of
             the stock of the purchasing company or group which is otherwise
             not significant, as determined prior to the Change in Control by
             a majority of the nonemployed continuing Directors of the
             Company or the Bank, as applicable).

    (e)      "Exchange Act" means the Securities Exchange Act of 1934, as
             amended.

    (f)          "Person" shall have the meaning ascribed to such term in Sec.
                 3(a)(9) of the Exchange Act and used in Sec. 13(d) and Sec.
                 14(d) thereof, including a "group" as defined in Sec. 13(d). 
                 The term Person shall not include the Company or the Bank, any
                 executive officer or Director of the Company, the Bank, or a
                 subsidiary of the Company or Bank, or a group controlled by
                 such Directors or executive officers, or any employee benefit
                 plan of the Company, the Bank, or a subsidiary of the Company
                 or Bank; provided, however, that the term Person shall include
                 any individual who is a Director on the effective date of this
                 Agreement beneficially owned five (5) percent or more of the
                 voting shares of common stock of the Company, or a group
                 controlled by such a Director.

2.     If at the time of a Change in Control the Executive is still
       serving in the capacity of, and performing the duties of, an
       Executive Officer for the Company or the Bank, the 

                                  PAGE 2<PAGE>
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      Company shall continue to employ the Executive in an executive     
      position during his "Term of Employment" which, for purposes of    
      this Agreement is defined as the earliest of (i) the date upon     
      which the Executive would attain age 65 ("Normal Retirement Age"), 
      (ii) the date upon which the Executive's elected early retirement  
      is scheduled to begin and (iii) the date that is thirty-six (36)   
      months after the date of the Change in Control, such employment to 
      be all upon the terms and conditions hereinafter set forth.

3.     During the Term of Employment the Company shall:

    (a)      pay the Executive, during the first year of the Term of
             Employment (or such portion thereof if the Term of Employment is
             less than a year), a monthly salary at least equal to the
             Executive's highest salary for any month during the twelve (12)
             months immediately preceding the Change in Control and, during
             each subsequent year of the Term of Employment, an annual salary
             (payable on at least a monthly basis) at least equal to the
             Executive's salary for the immediately preceding year plus an
             amount calculated in a manner at least as favorable to the
             Executive as the manner in which the pay increases for other
             Company executives or of new Company executives are calculated,
             or in the case of an implemented salary freeze or decrease
             across the board, an increase calculated in accordance with the
             prior twelve (12) months' increase in the U.S. Government
             Consumer Price Index;

    (b)      pay the Executive an annual bonus calculated in a manner at
             least as favorable to the Executive as the manner in which (i)
             the last annual bonus paid to the Executive prior to the Change
             in Control was calculated, or (ii) the annual bonus paid to the
             Executive by the Company in the immediately preceding year was
             calculated (whichever would result in a greater payment to the
             Executive); this annual bonus may be pro-rated for that portion
             of the year covered by the Term of Employment if the Term of
             Employment expires prior to year end;

    (c)      provide and maintain in full force and effect through existing
             plans or through equivalent plans at least the types and amounts
             of group insurance coverages (including conversion features) and
             benefits, including life, health, disability and hospitalization
             insurance, and other health care benefits, including medical,
             hospital and surgical benefits and health care benefits for the
             Executive's family (collectively "Insurance and Health Care
             Benefits"), to which the Executive was entitled immediately
             prior to the Change in Control or the Insurance and Health Care
             Benefits provided by the Company or its successor to its other
             executives after a Change in Control (whichever would result in
             greater Insurance and Health Care Benefits to the Executive);

    (d)      continue to provide benefits to the Executive under the
             Company's pension plan, profit sharing plan (including Section
             401(k) election and matching contribution provisions), ESOP
             plans and other fringe benefits programs and arrangements,
             including employee benefit plans, as in effect immediately prior
             to the Change in Control or, if such plans, programs or
             arrangements are discontinued or superseded, provide benefits to
             the Executive on the same basis as such benefits are provided to
             the other executives of the Company or its successor after a
             Change in Control; and

    (e)      provide and maintain in full force and effect at least those
             additional executive benefits and perquisites which the
             Executive was entitled to from the Company immediately prior to
             the Change in Control, including any social and/or club
             memberships and any Company provided automobiles (which
             automobiles may be purchased at termination at the lower of fair
             market value per NADA blue book wholesale value or at book value
             on the Company's books and records).

                                  PAGE 3<PAGE>
<PAGE> 4

4.      "Termination of Employment", for the purposes of this Agreement,
        shall occur if the Executive's employment in an executive position
        is terminated during the Term of Employment:

    (i)      by the Company for any reason, including disability or
             incapacity, but excepting a termination for "cause," as shall be
             determined by the Board of the Company and the Board of the
             Bank, in exercise of good faith and reasonable judgment, upon
             the occurrences of any one or more of the following:

        (a)      the Executive's conviction for committing an act of fraud,
                 embezzlement, theft, or other act constituting a felony; or

        (b)      the willful engaging by the Executive in gross misconduct
                 materially and demonstrably injurious to the Company and/or
                 the Bank; however, no act or failure to act, on the
                 Executive's part shall be considered "willful" unless done, or
                 omitted to be done, by the Executive not in good faith and
                 without reasonable belief that his action or omission was in
                 the best interest of the Company and/or the Bank; or

        (c)      the conviction of the Executive of any criminal offense or act
                 involving dishonesty or a breach of trust which requires the
                 Company or the Bank to terminate the employment of the
                 Executive, and/or precludes the payment of severance
                 compensation under Federal law; or

        (d)      any conduct, act, or omission by the Executive which would
                 constitute grounds for the imposition upon the Executive, the
                 Company or the Bank of a civil penalty under Sec. 8(i)(2)(B)
                 or (C) of the Federal Deposit Insurance Act; or

    (ii)     by the Executive for "good reason," which shall mean, without
             the Executive's express written consent, the occurrence after a
             Change in Control of the Company or the Bank of any one or more
             of the following:

        (a)      the assignment of the Executive to duties materially
                 inconsistent with the Executive's authorities, duties,
                 responsibilities, and status (including offices, titles, and
                 reporting requirements) as an officer of the Company and/or
                 the Bank, or a reduction or alteration in the nature or status
                 of the Executive's authorities, duties, or responsibilities
                 form those in effect as of ninety (90) days prior to the
                 Change in Control, other than an insubstantial and inadvertent
                 act that this remedied by the Company and/or the Bank promptly
                 after receipt of notice thereof given by the Executive, and
                 other than any such alteration which is consented to by the
                 Executive in writing;

        (b)      the Company's requiring the Executive to be based at a
                 location in excess of thirty-five (35) miles from the location
                 of the Executive's principal job location or office
                 immediately prior to the Change in Control; except for
                 required travel on the Company's and/or the Bank's business to
                 an extent substantially consistent with the Executive's
                 present business obligations; and further except as may be
                 waived by the Executive provided the Company pays all expenses
                 related to a move, including purchasing any existing house
                 used by the Executive as his principal residence which the
                 Executive is not able to sell within One-Hundred Twenty (120)
                 days of listing at fair market value as fair market value is
                 determined by two (2) independent appraisals;

                                  PAGE 4<PAGE>
<PAGE> 5

        (c)      a material reduction by the Company or the Bank of the
                 Executive's compensation or benefits; and

        (d)      the failure of the Company or the Bank to obtain a
                 satisfactory agreement from any successor to the Company or
                 the Bank to assume and agree to perform the Company's and the
                 Bank's obligations under this Agreement.

             The Executive's right to terminate employment for good reason
             shall not be affected by the Executive's incapacity due to
             physical or mental illness.  The Executive's continued
             employment shall not constitute consent to, or a waiver of
             rights with respect to, any circumstance constituting good
             reason herein.

5.      In the event of a Termination of Employment, the Company shall pay
        or cause to be paid to the Executive or after the Executive's death
        to his designated beneficiary, or if there be none, to his personal
        representative, executor or administrator (for the purposes of this
        Paragraph 5 the term "Executive" shall include the Executive's
        designated beneficiary, personal representative, executor or
        administrator) a single lump sum payment in an amount equal to the
        present value of the total amount calculated below, such present
        value to be determined by discount based upon an interest rate two
        (2) percentage points less than the Pittsburgh prime rate in effect
        at the date of Termination of Employment.  The Company shall pay
        the Executive such lump sum amount within thirty (30) days
        following the date of Termination of Employment.  The total amount
        upon which the present value is to be determined, shall be
        calculated as follows: 

    The sum of:

    (a)      the equivalent of all monthly salaries during the "Payment
             Period" with each monthly salary being equal to the greater of
             the Executive's highest salary from the Company for any month
             during the twelve (12) months immediately preceding (A) the
             change of control and (B) the termination of employment ("Annual
             Base Compensation"), plus  

    (b)      the greater of the average of the annual bonuses received by the
             Executive from the Company during the three (3) calendar years
             immediately preceding (A) the change in control and (B) the
             Termination of Employment ("Annual Bonus"), plus

    (c)      the cost of any social and/or club memberships and the cost of
             any Company provided automobiles.

    The "Payment Period", for purposes of this Agreement, is defined to be
    the period beginning on the date of Termination of Employment and
    ending on the earlier of (i) the date upon which the Executive would
    attain Normal Retirement Age and (ii) the date that is thirty-six (36)
    months from the date of the Change of Control.

    The Executive's right to receive compensation from the Company
    pursuant to this Paragraph 5 shall not be affected by the Executive's
    receipt of compensation in connection with any subsequent employment
    by any other corporation or  entity.

6.      In the event that during the Term of Employment following a Change
        in Control the Executive ceases to be employed by the Company for
        any reason, including retirement at or at any time before Normal
        Retirement Age, Termination of Employment or dismissal by the
        Company for reasons other than for cause (pursuant to Paragraph 4
        hereof), the Executive and/or his spouse shall continue to receive
        from the Company, until the date the Executive attains or would
        have attained Normal Retirement Age, insurance and health care
        benefits equivalent to the greater of the insurance and health care
        benefits to which the Executive was entitled (i) immediately
        preceding the date the Executive ceased to be 

                                  PAGE 5<PAGE>
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        employed by the Company and (ii) immediately preceding the       
        Change in Control (provided that the Company may reduce such     
        insurance and health care benefits to the extent of any          
        duplication of the types and amounts of coverages and benefits   
        provided to the Executive in connection with any subsequent      
        employment by any other corporation or other entity prior to the 
        Executive attaining Normal Retirement Age), and from and after    
        the date the Executive attains or would have attained Normal      
        Retirement Age, the Executive and/or his spouse shall             
        receive the insurance and health care benefits, if any, to which  
        he would be entitled as a retired executive employee under the     
        Company's benefit plans and programs in effect immediately prior   
        to the Change in Control or immediately prior to the date the      
        Executive ceased to be employed by the Company (whichever would    
        result in greater benefits to the Executive).

7.      In the event that during the Term of Employment following a Change
        in Control the Executive ceases to be employed by the Company for
        any reason, including retirement at or at any time before Normal
        Retirement Age, Termination of Employment or dismissal by the
        Company for reasons other than for cause (pursuant to Paragraph 4
        hereof), the Executive shall receive retirement benefits in
        accordance with the Company's retirement plans, including any
        supplemental executive retirement plan (the "Retirement Plan") as
        in effect immediately prior to the Change in Control or immediately
        prior to the Termination of Employment (whichever would result in
        greater benefits for the Executive ).  In the event of a
        Termination of Employment prior to the date the Executive attains
        Normal Retirement Age, in addition to benefits payable to the
        Executive pursuant to the Retirement Plan, the Executive shall be
        entitled to receive supplemental retirement benefits from the
        Company equal in value to the difference between:

    (i)      the benefits to which the Executive would have been entitled
             under the Retirement Plan assuming years of Service under the
             Retirement Plan equal to the Executive's years of Service under
             the Retirement Plan to the Termination of Employment plus the
             number of years of Service that the Executive would have earned
             by continuing employment with the Company until the termination
             of the Payment Period (at an assumed annual salary during each
             year of assumed Service following the date of the Termination of
             Employment equal to the Executive's compensation including bonus
             club memberships and the like as set forth in par.3 above), and

    (ii)     the benefits which the Executive is entitled to receive under
             the Retirement Plan.

        Any supplemental retirement benefits payable by the Company shall
        be payable to the same extent and in the same form as, and
        commencing on the date on which, benefit payments commence under
        the Retirement Plan (including payment pursuant to any option
        thereunder, including early retirement or any early retirement
        program where years may be added or included for early retirement
        benefit calculations, payment elections and beneficiary
        designations).

8.      In the event of the death of the Executive during the Term of
        Employment, in addition to the amounts, if any, payable pursuant to
        Paragraphs 5, 6 or 7 hereof, the estate of the Executive shall
        receive benefits at least equal to the greater of:

    (i)      such other benefits which would have been payable to the estate
             of the Executive by the Company if such event had occurred
             immediately prior to the date of the Change in Control and

    (ii)     such other benefits payable to the estate of the Executive under
             benefit plans and programs of the Company existing as of the
             date of the Executive's death.

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9.           In the event any excise tax under Section 4999 (or any successor
             section) of the Internal Revenue Code (the "Excise Tax") is
             levied at any time on any amount paid pursuant to Paragraphs 3,
             5, 6 or 7 of this Agreement, in addition to the amounts payable
             to the Executive pursuant to Paragraphs 3, 5, 6 or 7 of this
             Agreement, the Company shall promptly pay the Executive an
             amount designated as the "Gross-Up Amount" such that the Gross-
             Up Amount minus the Excise Tax on the Gross-Up Amount equals the
             Excise Tax on the amounts payable to the Executive pursuant to
             such Paragraphs.

10.     Notwithstanding any provision of this Agreement to the contrary,
        this Agreement and any payments, benefits or rights of the
        Executive as provided herein are subject to Sec. 18(k) of the
        Federal Deposit Insurance Act, as amended, and any applicable
        regulations thereunder.

11.     Unless specifically provided otherwise herein, the Company's and
        the Bank's obligation to make the payments and the arrangements
        provided for herein shall be absolute and unconditional, and shall
        not be affected by any circumstances, including, without
        limitation, any offset, counterclaim, recoupment, defense or other
        right which the Company or the bank may have against the Executive
        or any other party.  All amounts payable by the Company and the
        Bank hereunder shall be paid without notice or demand.  Each and
        every payment made hereunder by the Company and the Bank shall be
        final, and neither the Company nor the Bank shall seek to recover
        all or any part of such payment from the Executive or from
        whomsoever may be entitled thereto, for any reasons whatsoever.

12.     This Agreement establishes and vests in the Executive a contractual
        right to the benefits to which he is entitled hereunder.  However,
        nothing herein contained shall require or be deemed to require, or
        prohibit or be deemed to prohibit, the Company or the Bank to
        segregate, earmark, or otherwise set aside any funds or other
        assets, in trust or otherwise, to provide for any payments to be
        made or required hereunder.

13.     In the event that it shall be necessary or desirable for the
        Executive to retain legal counsel and/or incur other costs and
        expenses in connection with the enforcement of any or all of his
        rights under this Agreement, and provided that the executive
        substantially prevails in the enforcement of such rights, the
        Company or the Bank, as applicable, shall pay (or the Executive
        shall be entitled to recover from the Company or the Bank, as the
        case may be) the Executive's reasonable attorneys' fees, costs and
        expenses in connection with the enforcement of his rights including
        the enforcement of any arbitration award.

14.     The Executive shall not be obligated to seek other employment in
        mitigation of the amounts payable or arrangements made under any
        provision of this Agreement, and the obtaining of any such other
        employment shall in no event effect any reduction of the Company's
        or the Bank's obligations to make the payments and arrangements
        required to be made under this Agreement, except to the extent
        otherwise specifically provided herein.

15.     Any controversy or claim arising out of or relating to this
        Agreement or the breach thereof (including the arbitrability of any
        controversy or claim), shall be settled by arbitration in the City
        of Pittsburgh in accordance with the laws of the Commonwealth of
        Pennsylvania by three (3) arbitrators, one of whom shall be
        appointed by the Company or the Bank, as applicable, one by the
        Executive, and the third of whom shall be appointed by the first
        two (2) arbitrators.  If the first two (2) arbitrators cannot agree
        on the appointment of a third arbitrator, then the third arbitrator
        shall be 

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        appointed by the American Arbitration Association.  The          
        arbitration shall be conducted in accordance with the rules of   
        the American Arbitration Association, except with respect to the 
        selection of arbitrators which shall be as provided in this Sec.  
        7.1.  The cost of any arbitration proceeding hereunder shall be   
        borne equally by the Company or the Bank, as applicable, and the  
        Executive.  The award of the arbitrators shall be binding upon    
        the parties.  Judgment upon the award rendered by the             
        arbitrators may be entered in any court having jurisdiction       
        thereof.

16.     The Executive, the Company, and the Bank acknowledge that, except
        as may be provided under any other agreement between the Executive
        and the Company or the Bank, the employment of the Executive by the
        Company and the Bank is "at will," and, prior to the effective date
        of a Change in Control, may be terminated by either the Executive,
        the Company, or the Bank, at any time.  Upon a termination of the
        Executive's employment prior to the effective date of a Change in
        Control, there shall be no further rights under this Agreement;
        provided, however,  that if such an employment termination shall
        arise in connection with, or in anticipation of, a Change in
        Control, then the Executive's rights shall be the same as if the
        termination had occurred during the Term of Employment hereunder.

17.     All notices, requests, demands, and other communications hereunder
        must be in writing and shall be deemed to have been duly given if
        delivered by hand or mailed within the continental United States by
        first-class certified mail, return receipt requested, postage
        prepaid, to the other party, addressed as follows:

        (a)      as to the Company:

             101 East Washington Street
             New Castle, PA  16103-1488

        (b)      if to the Executive:

             R.R. #1
             Box 1194
             Pulaski, PA  16143
             

18.     The compensation and benefits provided pursuant to Paragraph 5
        hereof, to the extent received by the Executive, are granted to the
        Executive in lieu of any compensation, benefits or amounts the
        Executive might otherwise be entitled to under the Company's
        severance policy or otherwise from the Company by reason of a
        Termination of Employment.  Except as otherwise set forth herein,
        this Agreement shall not in any way alter the rights and
        obligations of the Company and the Executive under any of the
        Company's benefit plans.

19.     The rights of the Executive under this Agreement shall not be
        transferable by assignment or otherwise, shall not be subject to
        commutation or encumbrance and shall not be subject to the claims
        of the creditors of the Executive.

20.     This Agreement shall be binding upon and inure to the benefit of
        the Executive, his designated beneficiary, personal representative,
        executor or administrator, the Company and any successor, including
        any organization which shall succeed to substantially all of the
        business and property of the Company, whether by means of merger,
        consolidation, acquisition or substantially all of the assets of
        the Company or otherwise, including by operation of law (a
        "Successor Organization").  The Company shall not merge,
        reorganize, consolidate, sell all or substantially all of its
        assets, 

                                  PAGE 8<PAGE>
<PAGE>9

        combine by operation of law or otherwise combine, to or with any 
        Successor Organization, unless, as a condition to such           
        transaction, the Successor Organization assumes the obligations  
        of the Company under this Agreement.  For purposes of this       
        Agreement the term Company shall include any Successor           
        Organization.  

21.     This Agreement has been made in and shall be governed and construed
        in accordance with the laws of the Commonwealth of Pennsylvania.

22.     The invalidity of any term of this Agreement shall not invalidate
        or otherwise affect any other term of this Agreement.

23.     All costs and expenses, including attorneys' fees and court costs,
        reasonably incurred by the Executive to enforce this Agreement or
        defend the validity of this Agreement shall be paid by the Company.

24.     (a)      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.  

        (b)      The Executive understands that the Company is in no way
                 obligated 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 extend to the Executive
                 a new change in control agreement, such new agreement may
                 contain terms and conditions materially different from the
                 terms and conditions set forth in this change in control
                 agreement.

25.     This Agreement supersedes and makes void any prior agreement
        between the parties and sets forth the entire agreement and
        understanding of the parties hereto with respect to the matters
        covered hereby and may not be amended or modified except by further
        written agreement of the parties.  Any beneficiary designation, or
        any termination or amendment to any existing designation under this
        Agreement shall be by written instrument executed by the Executive
        and delivered to the Company.

        IN WITNESS WHEREOF, the undersigned have set their hands and seals
or caused this Agreement to be signed by a duly authorized officer, on
the date first set out above.

ATTEST:                              FIRST WESTERN BANCORP, INC.

/s/Holly L. Turk                     BY: /s/Thomas J. O'Shane
----------------                         --------------------            
                                         THOMAS J. O 'SHANE, CHAIRMAN
                                         & C.E.O.

WITNESS:                             EXECUTIVE:

/s/Holly L. Turk                     /s/John A. Zercher
----------------                     ------------------
                                     John A. Zercher

                                                                         
        
                                                                   
doc\tsm96\Zercher.agr

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