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                                                                    Exhibit 10.5


                              EMPLOYMENT AGREEMENT


                  THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of
February 17, 1999 and effective as of the 30th day of December, 1998, between
PRESTIGE BANCORP, INC. (the "Corporation"), a Pennsylvania corporation, PRESTIGE
BANK, A FEDERAL SAVINGS BANK (the "Savings Bank"), a federally chartered capital
stock savings bank and a wholly-owned subsidiary of the Corporation, both with
an address of 710 Old Clairton Road, Pittsburgh, Pennsylvania 15236 and JOHN A.
STIVER (the "Executive"), a resident of Allegheny County, Pennsylvania.

                                   WITNESSETH:

                  WHEREAS, the Executive is presently the Chairman of the Board
of Directors of the Corporation and the Savings Bank; and

                  WHEREAS, the Corporation and the Savings Bank regard the
services of the Executive as key to the success of the business of the
Corporation and the Savings Bank and accordingly wish to employ the Executive as
the chief executive officer of the Corporation and the Savings Bank in
accordance with the terms and conditions hereinafter set forth; and

                  WHEREAS, the Executive is willing to be employed by the
Corporation and the Savings Bank in accordance with the terms and conditions
hereinafter set forth.

                  NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein contained, and intending to be legally bound, the
parties hereby agree as follows:

                  1. Definitions. The following words and terms shall have the
meanings set forth below for the purposes of this Agreement:

                           (a) Cause. Termination of the Executive's employment
for "Cause" shall mean termination because of personal dishonesty, incompetence,
willful misconduct, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of any law, rule
or regulation (other than traffic violations or similar offenses) or final
cease-and-desist order or material breach of any provision of this Agreement
which has not been cured by Executive within thirty (30) days of his receipt of
written notice of such breach.

                           (b) Code. "Code" shall mean the Internal Revenue Code
of 1986, as amended.

                           (c) Date of Termination. "Date of Termination" shall
mean (i) if the Executive's employment is terminated pursuant to Sections
5(a)(i), (ii), (iv), (v) or (vi), or because of Retirement pursuant to Section
5(a)(iii), the date specified in the Notice of Termination, and (ii) if the
Executive's employment is terminated because of death pursuant to Section
5(a)(iii), then the date of such death.

                           (d) Disability. "Disability" shall mean the
Executive's inability to perform his normal full-time duties for the Employers
due to any physical or mental impairment


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which qualifies the Executive for disability benefits under the applicable
long-term disability plan maintained by such Employers or any subsidiary or, if
no such plan applies, which would qualify the Executive for disability benefits
under the Federal Social Security System.

                           (e) Employer and Employers. "Employer" shall mean
each of the Corporation and the Savings Bank, individually, and "Employers"
shall mean the Corporation and the Savings Bank, collectively.

                           (f) Good Reason. Termination by the Executive of the
Executive's employment for "Good Reason" shall mean termination by the Executive
for any one or more of the following:

                                    (i) Without the Executive's express written
                  consent, the failure to elect or to re-elect or to appoint or
                  to re-appoint the Executive to the office of Chief Executive
                  Officer of the Corporation and/or Chief Executive Officer of
                  the Savings Bank, or a material adverse change made by the
                  Corporation and/or the Savings Bank in the Executive's
                  functions, duties or responsibilities as Chief Executive
                  Officer of the Corporation and/or Chief Executive Officer of
                  the Savings Bank;

                                    (ii) Without the Executive's express written
                  consent, a reduction by the Employers in the Executive's Base
                  Salary as the same may be increased from time to time or a
                  reduction in the Executive's total compensation and benefits
                  provided to him pursuant to Section 3 hereof;

                                    (iii) Without the Executive's express
                  written consent (A) the principal executive office of the
                  Corporation or the Savings Bank is relocated outside of a
                  twenty-five (25) mile radius of the City of Pittsburgh,
                  Pennsylvania, or (B) an Employer requires the Executive to be
                  based anywhere other than an area in which such Employer's
                  principal executive office is located, except for required
                  travel on business of such Employer;

                                    (iv) The failure by the Employers to obtain
                  the assumption of and agreement to perform this Agreement by
                  any successor as contemplated in Section 16 hereof;

                                    (v) Any change in control of either the
                  Corporation or the Savings Bank or both of them. For purposes
                  of this Agreement, "Change in Control of the Corporation or
                  Savings Bank", shall mean shall mean a change in control of a
                  nature that would be required to be reported in response to
                  Item 6(e) of Schedule 14A of Regulation 14A promulgated under
                  the Securities Exchange Act of 1934, as amended ("Exchange
                  Act") or any successor thereto, whether or not the Corporation
                  or Savings Bank, as the case may be, is registered under the
                  Exchange Act; provided that, without limitation, such a change
                  in control shall be deemed to have occurred if (i) any
                  "person" (as such term is used in Sections 13(d) and 14(d) of
                  the Exchange Act) is or becomes the "beneficial owner" (as
                  defined in Rule 13d-3 under the Exchange Act), directly or
                  indirectly, of securities of the Corporation or Savings Bank,
                  as the case may be, representing 25% or more of the combined
                  voting power of the Corporation's or Savings Bank's then
                  outstanding securities; or (ii) during any period of two
                  consecutive years,



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                  individuals who at the beginning of such period constitute the
                  Board of Directors of the Corporation or Savings Bank, as the
                  case may be, cease for any reason to constitute at least a
                  majority thereof unless the election, or the nomination for
                  election by stockholders, of each new director was approved by
                  a vote of at least two-thirds of the directors then still in
                  office who were directors at the beginning of the period;

                                    (vi) The filing, as to either Employer, or
                  both of them of a voluntary or involuntary petition for
                  bankruptcy, reorganization, insolvency or an assignment for
                  the benefit of creditors or any similar proceeding or petition
                  during the term hereof; or

                                    (vii) Any breach of either Employer or both
                  of them of any material provision of this Agreement which has
                  not been cured by either Employer, or both of them, as the
                  case may be, within thirty (30) days of its or their receipt
                  of written notice of such breach.

                           (g) IRS. "IRS" shall mean the Internal Revenue
Service.

                           (h) Notice of Termination. Any purported termination
of the Executive's employment by an Employer or by the Executive, other than
termination due to the death of the Executive, shall be communicated by written
"Notice of Termination" to the other party hereto. For purposes of this
Agreement, a "Notice of Termination" shall mean a dated notice which (i)
indicates the specific termination provision in this Agreement relied upon; (ii)
sets forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of Executive's employment under the provision so
indicated; (iii) specifies a Date of Termination, which shall be not less than
ninety (90) days after such Notice of Termination is given, except in the case
of the Employer's termination of Executive's employment for Cause in which case
the Date of Termination may be immediate or as otherwise determined by the
Employer; or except in the case of the Executive's termination of his employment
for Good Reason, in which case the Date of Termination may be immediate, but not
more than one hundred eighty (180) days after such Notice of Termination is
given; and (iv) is given in the manner specified herein.

                           (i) Regulatory Capital Compliance. "Regulatory
Capital Compliance" shall mean, at any time of determination and after taking
into account any proposed payment or accrual of an expense, the compliance of
the Savings Bank with each of the Tangible Capital Requirement, Core Capital
Requirement and the Risk-Based Capital Requirement and other current or future
capital requirements applicable to a savings association and/or its holding
company under federal law, and in addition after payment of the proposed expense
the Savings Bank shall continue to qualify as an Adequately Capitalized as
defined for savings association under federal law.

                           (j) Retirement. "Retirement" shall mean voluntary
termination by the Employee in accordance with the Employer's retirement
policies, including early retirement, generally applicable to their salaried
employees.

                           (k) Special Assessments. "Special Assessments" shall
mean such assessments or surcharges established and imposed by the federal
government on savings



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banks as a class which are payable from the revenues of the Savings Bank, which
such assessments or surcharges are of a type not presently in existence.

                  2. Employment, Duties and Responsibilities.

                           (a) Term. The Corporation hereby employs the
Executive as the Chief Executive Officer of the Corporation and the Executive
hereby accepts said employment and agrees to render such services to the
Corporation on the terms and conditions set forth in this Agreement. The Savings
Bank hereby employs the Executive as the Chief Executive Officer of the Savings
Bank and the Executive hereby accepts said employment and agrees to render such
services to the Savings Bank on the terms and conditions set forth in this
Agreement. As mutually agreed upon between the Executive and the applicable
subsidiary of the Corporation, the Executive will serve as the Chief Executive
Officer of any subsidiary of the Corporation. The term of employment under this
Agreement shall be for two (2) years, commencing on the effective date of this
Agreement as set forth above and, subject to the requirements of the succeeding
sentence, shall be deemed automatically, without further action, to extend for
an additional year on each annual anniversary of the effective date of this
Agreement, provided that a Notice of Termination has not been communicated to
any party hereto, such that at any time the remaining term of this Agreement
(the "Remaining Term") shall be from one to two years. Prior to the first annual
anniversary of the effective date of this Agreement and each annual anniversary
thereafter, the Boards of Directors of the Employers shall consider and review
(with appropriate corporate documentation thereof, and after taking into account
all relevant factors, including the Executive's performance hereunder) the
extension of the term under this Agreement, and the term shall continue to
extend in the manner set forth above unless either the Board of Directors of an
Employer does not approve such extension and provides written notice to the
Executive of such event or the Executive gives written notice to the Employer of
the Executive's election not to extend the term, in each case with such written
notice to be given not less than thirty (30) days prior to any such anniversary
date, or unless the Executive's employment with the Employer has previously
terminated. References herein to the term of this Agreement and the Remaining
Term shall refer both to the initial term and successive terms.

                           (b) Duties and Responsibilities. During the term of
this Agreement, the Executive shall perform such executive services for the
Employers as set forth in the "Employment Description" attached hereto as
Exhibit "A" and incorporated herein by reference and made a part hereof. Said
Employment Description may be amended from time to time by the mutual agreement
of the applicable Employer's Board of Directors and the Executive, provided,
however, that any service described in such amendment is consistent with the
Executive's titles. The Executive shall have full authority to act as chief
executive officer of, and have direct oversight responsibility for, all
subsidiary corporations of the Corporation, the Savings Bank and any
subsidiaries or affiliates thereof. The Executive is hereby employed as a
full-time employee and he shall be required to devote at least 1,768 hours per
year to the business of the Employers during the term of this Agreement in
accordance with the Personnel Policy of the Employers, as amended from time to
time. The Executive shall not be restricted or prohibited from, directly or
indirectly, engaging in, or rendering, any services of a business, commercial or
professional nature to any other person or organization, or engaging in any
self-employment, during the term of this Agreement, provided that such
activities do not materially and adversely affect the performance of his duties
and responsibilities under this Agreement.



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                           (c) Commercial Lending Authority. During the term of
this Agreement the Board of Directors of the Savings Bank shall, from time to
time, determine, in its sole discretion, the dollar amount of outstanding
Savings Bank commercial loans per borrower and/or guarantor which may be
authorized solely by the Executive without approval of the Board of Directors of
the Savings Bank (the "Commercial Lending Authority); provided, however, that
such Commercial Lending Authority shall not be less than $150,000, or such
lesser amount that may be required by applicable law.

                  3. Compensation and Benefits.

                           (a) Base Salary. The Employers, collectively, shall
pay Executive for Executive's services during the term of this Agreement a base
salary of One Hundred Fifty Thousand ($150,000.00) Dollars per year, which may
be increased from time to time in such amounts as may be determined by the
Boards of Directors of the Employers ("Base Salary") which may not be decreased
without the Executive's express written consent. Base Salary shall be payable
semi-monthly or in accordance with the Savings Bank's current payroll policy.
Base Salary shall be paid by and the expense allocated to the Savings Bank,
unless the Boards of Directors of the Corporation and the Savings Bank shall
determine otherwise, from time to time.

                           (b) Incentive Compensation. In addition to the
Executive's Base Salary, during the term of this Agreement the Corporation shall
pay to the Executive incentive compensation (the "Incentive Compensation") as
follows:

                                    (i) Subject to Section 3(b)(ii) below, no
                  later than forty-five (45) days following the last day of each
                  calendar quarter during the term of this Agreement, commencing
                  with the calendar quarter ending March 31, 1999, the
                  Corporation shall calculate and pay to the Executive an amount
                  equal to five (5%) percent of the Corporation's positive
                  consolidated net income before taxes and Special Assessments
                  for such calendar quarter ($0 if a net loss before taxes and
                  Special Assessments), as reflected in the Corporation's
                  published and reported earnings for such calendar quarter (the
                  "Quarterly Incentive Compensation").

                                    (ii) Notwithstanding Section 3(b)(i) to the
                  contrary, if at the time that the Quarterly Incentive
                  Compensation is to be expensed by the Corporation and/or the
                  Savings Bank: (i) the Corporation and/or the Savings Bank fail
                  to be in Regulatory Capital Compliance, or (ii) the amount of
                  the Quarterly Incentive Compensation expense is sufficient to
                  result in the Corporation and/or the Savings Bank failing to
                  be in Regulatory Capital Compliance, then the amount of the
                  Quarterly Incentive Compensation to be paid to the Executive
                  shall be deferred and paid to the Executive in the largest
                  installment(s) possible and at the earliest possible date when
                  the expense associated therewith may be incurred with the
                  Corporation and Savings Bank being and thereafter remaining in
                  Regulatory Capital Compliance.

                                    (iii) In determining the amount of the
                  Quarterly Incentive Compensation, in the event that the
                  Executive is employed under this Agreement for less than all
                  of the applicable calendar quarter, whether due to the
                  commencement of his employment on a date other than the first
                  day of the



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                  applicable calendar quarter, the termination or expiration of
                  his employment for any reason prior to the last day of the
                  applicable calendar quarter or otherwise, the amount due the
                  Executive under this Agreement shall be adjusted, on a
                  pro-rata basis, based on the number of days employed pursuant
                  to this Agreement during the applicable calendar quarter.

                  Executive acknowledges and agrees that any Incentive
Compensation due the Executive under this Agreement shall be a joint obligation
of the Corporation and the Savings Bank, except as otherwise required by
applicable law or regulation.

                           (c) Discretionary Bonus. An Employer may pay to the
Executive such additional bonus payments as may be determined by the Board of
Directors of the Employer, from time to time, in its sole discretion.
Discretionary bonuses, if any, shall be paid by and allocated to the Savings
Bank, unless the Boards of Directors of the Corporation and the Savings Bank
shall determine otherwise, from time to time.

                           (d) Plans, Benefits and Privileges. During the term
of this Agreement, Executive shall be entitled to receive all of the same
employee benefits as the other executive employees of the Employers receive, and
the Executive shall participate in and receive the benefits of any group
insurance, health and accident insurance (including, without limitation,
medical, dental, vision and other health insurance), disability insurance, life
insurance, pension or other retirement benefit plan, profit sharing plan, 401(k)
plan, management recognition and retention plan, restricted stock plan, stock
option plan, employee stock ownership plan, or other plans, benefits and
privileges given to employees and executives of the Employers, to the extent
commensurate with Executive's then duties and responsibilities of the
Executive's office, as fixed by the Boards of Directors of the Employers. Each
Employer shall not make any changes in such plans, benefits or privileges which
would adversely affect Executive's rights or benefits thereunder, unless such
change occurs pursuant to a program applicable to all executive officers of the
Employer. The Executive shall also be entitled to such other perquisites and
remuneration as may be provided by each Employer from time to time pursuant to
its policies and procedures as applicable from time to time. Nothing paid to
Executive under any plan or arrangement presently in effect or made available in
the future shall be deemed to be in lieu of the salary payable to Executive
pursuant to Section 3(a) hereof.

                           (e) Stock Options. The parties acknowledge, ratify
and confirm that at the Corporation's Board of Directors meeting held December
16, 1998 the Executive was awarded incentive stock options effective December
30, 1998 in the amount of 6,000 shares of the Corporation's common stock and
non-incentive stock options in the amount of 6,000 shares of the Corporation's
common stock, which said awards are subject to the terms and conditions of the
Prestige Bancorp Inc. 1997 Stock Option Plan dated as of March 20, 1997, as
amended by the First Amendment thereto dated November 19, 1997, and by the
Second Amendment thereto dated December 16, 1998. Such stock option grants shall
be evidenced by a separate stock option agreement between the Executive and the
Corporation in the form attached hereto as Exhibit "B".

                           (f) Vacations and Holidays. During the term of this
Agreement, Executive shall be entitled to paid annual vacation and paid time off
for holidays in accordance with the policies as established from time to time by
the Boards of Directors of the Employers for executive employees with twenty or
more years of service, which shall in no event be less than five (5) weeks of
paid vacation time per annum and paid time off of ten (10) holidays per



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annum. Executive shall be entitled to receive additional compensation from the
Employers for unused vacation within the policies as established by the Boards
of Directors of the Employers from time to time. Executive shall not be able to
accumulate unused vacation time from one year to the next, except to the extent
authorized by the Boards of Directors of the Employers.

                           (g) Supplemental Disability Benefits. In the event of
the Disability of the Executive during the term of this Agreement which
qualifies the Executive for disability benefits under any long-term disability
plan maintained by an Employer (the "Disability Plan"), beginning upon the date
that Executive receives the first payment of disability benefits under the
Disability Plan and ending upon the earlier of (i) the expiration of the
Remaining Term of employment pursuant hereto prior to the Notice of Termination
or (ii) the date upon which such disability benefits under the Disability Plan
cease for any reason or (iii) the Date of Termination for other than Disability,
the Employers shall supplement such Disability Plan benefits by paying to the
Executive the difference between 100% of the Executive's base salary and the
disability benefits paid under the Disability Plan, provided that such
supplemental disability benefits shall not exceed 50% of the Executive's Base
Salary. Notwithstanding the foregoing, the amount of any such supplemental
disability payments paid to the Executive shall be offset against any payment
due the Executive from the Employer under Section 5(b)(ii) hereof.

                           (h) Corporation Loan. The Corporation agrees to
extend to the Executive a term loan in the amount of $250,000 as evidenced by a
Term Promissory Note in the form attached hereto as Exhibit "C". The provisions
of the Term Promissory Note set forth as Exhibit "C" hereto shall not be altered
or amended by virtue of the termination of this Agreement.

                           (i) Automobile. The Employers will provide the
Executive with an automobile registered and leased by the Corporation or the
Savings Bank; provided, however, that the lease payments for the automobile
shall be $500 per month over a lease period not to exceed twenty-four (24)
months or such other lease payment or lease period as the parties may agree to
in writing from time to time. The Executive will insure the automobile under
terms and conditions reasonably acceptable to the Employers, at his cost and
expense. The Employers will pay all reasonable maintenance and operating costs
and expenses of the leased automobile.

                  4. Expenses. The Employers shall reimburse Executive or
otherwise provide for or pay for all reasonable expenses incurred by Executive
in furtherance of, or in connection with the business of the Employers,
including, but not by way of limitation, automobile and traveling expenses, and
all reasonable entertainment expenses (whether incurred at the Executive's
residence, while traveling or otherwise), subject to such reasonable
documentation and other limitations as may be established by the Board of
Directors of the Employers. If such expenses are paid in the first instance by
Executive, the Employers shall reimburse the Executive therefor, subject to such
reasonable documentation and other limitations as may be established by the
Board of Directors of the Employers.

                  5. Termination.

                           (a) This Agreement shall be terminated only under the
following conditions:



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                                    (i) This Agreement may be terminated at any
                  time by the mutual agreement of the parties; or

                                    (ii) This Agreement may be unilaterally
                  terminated by an Employer for Cause; or

                                    (iii) This Agreement shall be automatically
                  terminated by the Retirement or death of the Executive; or

                                    (iv) This Agreement may be terminated by the
                  Employers after six (6) months of Disability in accordance
                  with the provisions of Section 6; or

                                    (v) This Agreement may be terminated by the
                  Executive for Good Reason; or

                                    (vi) This Agreement may be terminated by the
                  Employer at any time, subject to Section 5(b)(ii) hereof.

                           (b) In the event this Agreement is terminated:

                                    (i) Pursuant to any of 5(a)(i) through
                  5(a)(iv), or by the Executive other than pursuant to 5(a)(v),
                  the Executive shall be entitled to that compensation
                  (including Incentive Compensation) and benefits pursuant to
                  Section 3(a) through 3(f) and, if applicable, Section 6, which
                  have accrued through the Date of Termination; or

                                    (ii) By either or both Employers
                  unilaterally without Cause or other than pursuant to Sections
                  5(a)(i) through 5(a)(iv), or by the Executive pursuant to
                  Section 5(a)(v), the Executive shall be entitled to that
                  compensation (including Incentive Compensation) and benefits
                  pursuant to Section 3(a) through 3(f) and, if applicable,
                  Section 6, which have accrued through the Date of Termination,
                  and in addition, the Employers shall pay the Executive the
                  following amount in one lump sum no later than sixty (60) days
                  following the Date of Termination:

                                            (A) Subject to Section 5(b)(ii)(B),
                           an amount equal to the annual Base Salary of the
                           Executive as of the Date of Termination multiplied by
                           the number of years, or portions thereof, remaining
                           in the period (the "Period") commencing with the Date
                           of Termination and ending one year after the last day
                           of the Remaining Term (as defined in Section 2(a)
                           hereof) of this Agreement, discounted to present
                           value on the date of payment at a discount rate of 6%
                           per annum and based on the assumption that such
                           amount would otherwise be paid in equal installments
                           on the 15th and last day of each month throughout
                           such Period (the "Liquidated Damages");

                                             (B) Notwithstanding Section
                           5(b)(ii)(A) to the contrary, if at the time that the
                           Liquidated Damages are to be expensed by the
                           Corporation and/or the Savings Bank: (i) the
                           Corporation and/or the Savings Bank fail to be in
                           Regulatory Capital Compliance, or (ii) the



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<PAGE>   9

                           amount of the Liquidated Damages expense is
                           sufficient to result in the Corporation and/or the
                           Savings Bank failing to be in Regulatory Capital
                           Compliance, then the amount of the Liquidated Damages
                           to be paid to the Executive shall be deferred and
                           paid to the Executive in the largest installment(s)
                           possible and at the earliest possible date when the
                           expense associated therewith may be incurred with the
                           Corporation and Savings Bank being and thereafter
                           remaining in Regulatory Capital Compliance; and

                                            (C) The amount set forth in Section
                           5(b)(i)(A) and (B) above shall serve as liquidated
                           damages to compensate the Executive for such items as
                           a loss in income, costs to seek other employment,
                           relocation expenses, and legal costs associated with
                           negotiation and preparation of any agreement with a
                           future employer. The liquidated damages formula
                           herein has been established in this paragraph because
                           it would be difficult or impossible to determine the
                           amount of likely damages.

                  6. Disability.

                           (a) For any period for which it is determined (as
hereinafter described in Section 7) that the Executive has a Disability, he
shall be entitled to receive all of his compensation and benefits pursuant
hereto for a period of six (6) months, after which time the Employers may
terminate this Agreement.

                           (b) If the Executive, having once been disabled,
shall again be disabled for a succeeding period or periods, the succeeding
period or periods of disability shall be considered as continuations of the
first for purposes of computing the above compensation and benefits obligations
of the Employers. The foregoing shall not apply, however, if the Executive
returns to work, full-time, for three (3) consecutive months between two (2)
consecutive periods of Disability.

                  7. Determination of Disability. The determination of whether
the Executive is, or previously was, under a Disability during any period of his
employment shall be made by an independent physician selected by the mutual
agreement of the Employers and the Executive, whose services shall be paid for
by the Employers. In the event the parties are unable to agree upon a physician
within ten (10) days after the matter of the need for a physician to determine
the Executive's Disability has been raised by any party hereto, the selection of
a physician shall be submitted to arbitration as set forth in Section 15 hereof.
The physician selected shall fix the commencement date of any period of
Disability, whether currently or retroactively, and shall determine if and when
such period of Disability terminates. The Executive agrees to submit to such
examinations and testing as directed by said physician as are necessary to make
the determination required herein.

                  8. Mitigation; Exclusivity of Benefits.

                           (a) The Executive shall not be required to mitigate
the amount of any benefits hereunder by seeking other employment or otherwise,
nor shall the amount of any such benefits be reduced by any compensation earned
by the Executive as a result of employment by another employer after the Date of
Termination or otherwise.



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                           (b) The specific arrangements referred to herein are
not intended to exclude any other benefits which may be available to the
Executive upon a termination of employment with the Employers pursuant to
employee benefit plans of the Employers or otherwise.

                  9. Books, Records and Files. It is understood and agreed that
any and all books, records, files and client lists maintained by the Executive
in connection with his employment by the Employers is the property of the
Employers and not the Executive and shall be made available to authorized
officers of the Employers upon request from time to time and shall be returned
to the Employers upon the termination of the Executive's employment with the
Employers. The books, records and other material referred to in this paragraph
shall include, but not be limited to, data maintained in any medium whatsoever,
whether paper or electronic and shall include all digitally maintained files. In
connection therewith, the Executive shall provide the Employers with all
passwords, encryption codes, encryption software and so on, to permit the
Employers to access the data maintained digitally on any electronic medium.

                  10. Confidentiality and Non-Disclosure. The Executive
recognizes that any and all information acquired during the course of his
employment by the Employers is confidential and proprietary and will not be
disclosed to any third party whatsoever (whether during the period of this
Agreement or thereafter) except in the ordinary course of the Executive's
employment as required by his duties and responsibilities and in accordance with
the understanding and directions of the Boards of Directors of the Employers.
Such information shall include, but not be limited to, information acquired
from, or about, third parties such as the Employers' customers, including, but
not limited to, account, general banking and financial information relating
thereto, trade secrets such as business plans, practices, marketing plans,
compilations of information, customer lists and all other information, records,
files and data bases owned by the Employers or to which the Executive has
access. It is further recognized that banking and account information acquired
by the Executive in the course of his employment with respect to customers of
the Employers are confidential pursuant to the laws of the Commonwealth of
Pennsylvania and the United States of America, and that the Executive will
strictly conform to all such laws and administrative regulations and will take
all action necessary or appropriate to cause all persons under the Executive's
supervisory responsibility to conform to all such laws and regulations.

                  11. Removal of Bank Property or Data from Premises. All files,
documents, electronic storage media or other material owned by, or in the
possession of, the Employers to which the Executive has been provided access by
virtue of his employment with the Employers shall be returned to the Employers
upon the Executive ceasing to be employed by the Employers and the Executive
shall in no event retain copies or duplicates (stored in any manner or medium
whatsoever) of any such material.

                  12. Permitted Disclosure. The restrictions in Sections 9, 10
and 11 hereinabove do not apply to any information or data which at the time of
the disclosure of said information or data: (i) is part of the public domain at
the time this Agreement becomes effective; (ii) is or becomes available to the
public through no violation of this Agreement by Executive; (iii) is lawfully
obtained by Executive from third parties; or (iv) is independently developed by
Executive on his own time without the use of Employer's resources.



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                  13. Legal Requirements. The Executive shall exercise his
duties of employment in a manner consistent with the requirements of all
applicable statutes of the United States of America and the Commonwealth of
Pennsylvania and of the administrative rules and regulations issued thereunder
and of the procedures, rules and regulations of the applicable regulatory
agencies of the United States of America and the Commonwealth of Pennsylvania.

                  14. Withholding. All payments required to be made by the
Employers hereunder to the Executive shall be subject to the withholding of such
amounts, if any, relating to tax and other payroll deductions as the Employers
may reasonable determine should be withheld pursuant to any applicable law or
regulation.

                  15. Arbitration. The parties to this Agreement agree to submit
to arbitration any controversies arising from this contract. All arbitration
proceedings shall be conducted pursuant to the Uniform Arbitration Act, as last
adopted by the Commonwealth of Pennsylvania. The arbitration board shall consist
of three (3) arbitrators, each party shall appoint one arbitrator of their
choosing and both parties shall agree upon a third neutral arbitrator. If one
party refuses to submit a controversy to arbitration, the other party may
petition the Court of Common Pleas of Allegheny County, Pennsylvania, to compel
arbitration. All arbitration proceedings shall be conducted in Pittsburgh,
Pennsylvania. The decision of the arbitration board shall be final and binding
upon all parties and judgment upon the award rendered in such arbitration may be
entered in any court having jurisdiction. Except as hereinafter provided, the
parties shall each bear their own attorney's fees and shall share equally in the
cost of arbitration. However, if Executive prevails in all matters, Executive
shall be reimbursed by the Employers for any reasonable costs or expenses
incurred in such challenge, including reasonable attorney's fees and costs of
arbitration.

                  16. Assignability. Any Employer may assign this Agreement and
its rights and obligations hereunder in whole, but not in part, to any
corporation, bank or other entity with or into which the Employers may hereafter
merge or consolidate or to which the Employers may transfer all or substantially
all of its assets, if in any such case said corporation, bank or other entity
shall by operation of law or expressly in writing assume all obligations of the
Employer hereunder as fully as if it had been originally made a party hereto,
but may not otherwise assign this Agreement or its rights and obligations
hereunder. The Executive may not assign or transfer this Agreement or any rights
or obligations hereunder. Notwithstanding any such assignment, the Employers
shall remain fully liable to the Executive for the performance of all
obligations of the Employers hereunder; provided, however, that the Employers
shall not be so liable, and shall be released and discharged from all such
liability, in the event that the Employers obtain the prior written consent of
the Executive to the assignment, which consent shall not be unreasonably
withheld.

                  17. Notice. For the purposes of this Agreement, notices and
all other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered either personally, by
telegraph, by facsimile transmission (with a confirming copy by mail on the day
of transmission), by overnight courier or by certified or registered mail,
postage prepaid, return receipt requested, addressed to the respective addresses
set forth below:



                                      -11-
<PAGE>   12

         To the Employers:              Secretary
                                        Prestige Bancorp, Inc.
                                        Prestige Bank, A Federal Savings Bank
                                        710 Old Clairton Road
                                        Pleasant Hills, Pennsylvania  15236

         To the Executive:              John A. Stiver
                                        Chief Executive Officer
                                        Prestige Bancorp
                                        710 Old Clairton Road
                                        Pleasant Hills, Pennsylvania  15236

                  18. Integration, Amendment and Waiver. This Agreement is the
entire understanding and contract between the parties hereto, and there are no
other representations, understanding or contracts except as provided herein. No
provisions of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing signed by the
Executive and such officer or officers as may be specifically designated by the
Boards of Directors of the Employers to sign on their behalf. No waiver by any
party hereto at any time of any breach by any other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.

                  19. Governing Law. The validity, interpretation, construction
and performance of this Agreement shall be governed by the laws of the United
States where applicable and otherwise by the laws of the Commonwealth of
Pennsylvania.

                  20. Nature of Obligations. Nothing contained herein shall
create or require the Employers to create a trust of any kind to fund any
benefits which may be payable hereunder, and to the extent that the Executive
acquires a right to receive benefits from the Employers hereunder, such right
shall be no greater than the right of any unsecured general creditor of the
Employers.

                  21. Headings. The section headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

                  22. Validity. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provisions of this Agreement, which shall remain in full force and
effect.

                  23. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument.



                                      -12-
<PAGE>   13

                  24. Regulatory Provisions.

                           (a) Notwithstanding any other provision of this
Agreement to the contrary, any payments made to the Executive pursuant to this
Agreement, or otherwise, are subject to and conditioned upon their compliance
with Section 18(k) of the Federal Deposit Insurance Act ("FDIA") (12 U.S.C.
Section 1828(k)) and any regulations promulgated thereunder;

                           (b) Notwithstanding any other provision of this
Agreement to the contrary, if the Executive is suspended and/or temporarily
prohibited from participating in the conduct of the Savings Bank's affairs by a
notice served under Section 8(e)(3) or (g)(1) of FDIA (12 U.S.C. Sections
1818(e)(3) and (g)(1)) the Employers' obligations under this Agreement shall be
suspended as of the date of service unless stayed by appropriate proceedings. If
the charges in the notice are dismissed, the Employers may in their discretion
(i) pay the Executive all or part of the compensation withheld while the
Employers' contract obligations were suspended, and (ii) reinstate (in whole or
in part) any of its obligations which were suspended.

                           (c) Notwithstanding any other provision of this
Agreement to the contrary, if the Executive is removed and/or permanently
prohibited from participating in the conduct of the Savings Bank's affairs by an
order issued under Section 8(e)(4) or (g)(1) of FDIA (12 U.S.C. Sections
1818(e)(4) and (g)(1)) all obligations of the Employers under this Agreement
shall terminate as of the effective date of the order, but vested rights of the
parties hereto shall not be affected.

                           (d) Notwithstanding any other provision of this
Agreement to the contrary, if the Savings Bank is in default (as defined in
Section 3(x)(1) of FDIA), all obligations under this Agreement shall terminate
as of the date of default, but this Section 17(d) shall not affect any vested
rights of the parties hereto.

                           (e) Notwithstanding any other provision of this
Agreement to the contrary, all obligations under this Agreement shall be
terminated, except to the extent determined that continuation of this Agreement
is necessary to the continued operation of the Savings Bank: (i) by the Director
of the Office of Thrift Supervision or his or her designee (the "Director"), at
the time the Federal Deposit Insurance Corporation or Resolution Trust
Corporation enters into an agreement to provide assistance to or on behalf of
the Savings Bank under the authority contained in Section 13(c) of FDIA; or,
(ii) by the Director, at the time the Director approves a supervisory merger to
resolve problems related to operation of the Savings Bank or when the Savings
Bank is determined by the Director to be in an unsafe or unsound condition. Any
rights of the parties that have already vested, however, shall not be affected
by such action.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                      -13-
<PAGE>   14



                  IN WITNESS WHEREOF, this Agreement has been executed as of the
date first above written.

                                           EMPLOYERS:

ATTEST:                                    PRESTIGE BANCORP, INC.

                                           By:
------------------------------                -----------------------------


ATTEST:                                    PRESTIGE BANK, A FEDERAL SAVINGS BANK

                                           By:
------------------------------                -----------------------------


WITNESS:                                   EXECUTIVE:


------------------------------             --------------------------------
                                           John A. Stiver



                                      -14-
<PAGE>   15



                                   EXHIBIT "A"

                             EMPLOYMENT DESCRIPTION


         The Executive shall perform such executive services to the Employees as
are consistent with and appropriate for his title. Without limiting the
foregoing, the Executive shall:

         (a)      oversee the implementation of policy established by the Boards
                  of Directors of the Corporation and the Savings Bank;

         (b)      oversee the overall administration of the Corporation and the
                  Savings Bank;

         (c)      oversee the implementation of the strategic plans of the
                  Corporation and the Savings Bank;


         (d)      be the primary spokesman for the Corporation and Savings Bank;
                  and

         (e)      develop a commercial lending program and initially be the
                  primary commercial lending officer for the Savings Bank.


<PAGE>   16


                                   EXHIBIT "B"

                             STOCK OPTION AGREEMENTS




<PAGE>   17


                          PRESTIGE BANCORP, INC.
                          1997 STOCK OPTION PLAN

               EMPLOYEE NON-INCENTIVE STOCK OPTION AGREEMENT

This Agreement (the "Agreement") is entered into by and between Prestige 
Bancorp, Inc. (the "Corporation") and John A. Stiver (the "Optionee"). This 
Agreement is made pursuant to the Prestige Bancorp, Inc. 1997 Stock Option Plan 
dated as of March 20, 1997 and effective as of April 23, 1997 (the "Plan").

Capitalized terms not defined in this Agreement shall have the meanings 
specified in the Plan.

1.  GRANT OF OPTIONS.

The Corporation hereby grants to the Optionee the right to purchase from the 
Corporation a total of 6,000 shares of Common Stock (the "Optioned Stock") on 
the terms and conditions contained in the Plan and this Agreement (the 
"Options"). The Options shall be Non-Incentive Stock Options intended not to 
qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the 
"Code").

2.  EXERCISE PRICE.

The exercise price per share of the Optioned Stock is $12.75.

3.  TERM OF OPTIONS.

The term of the Options granted hereunder shall be ten (10) years beginning on 
the date of the grant of the Options on December 30, 1998 and expiring on 
December 30, 2008.

4.  VESTING OF OPTIONS.

The Options shall vest at the rate of twenty (20%) percent per year (1200 
shares of Optioned Stock per year) beginning on December 30, 1999 and on each 
consecutive December 30 thereafter through and including December 30, 2003 at 
which time the Options shall be fully vested; provided, however, that no 
vesting of the Options shall occur on or after an Optionee's employment with 
the Corporation, the Savings Bank, the Parent and/or any Subsidiary is 
terminated for any reason other than death or Disability (as defined in the 
Plan). Notwithstanding the foregoing, the Options shall become vested and 
exercisable in full on the date the Optionee's employment with the Corporation, 
the Savings Bank, the Parent and/or any Subsidiary is terminated because of the 
Optionee's death or Disability. In determining the number of shares of Common 
Stock with respect to which the Options are vested and/or exercisable, 
fractional shares will be rounded up to the nearest whole number if the 
fraction is 0.5 or higher, and down if it is less.
<PAGE>   18

5.  EXERCISE OF OPTIONS.

    (a)  Subject to Section 5(b) hereof, the Options shall be exercisable
         at any time on or after they vest until the earlier of (i) the
         expiration of the term of the Options as set forth in Section 3 of
         this Agreement, or (ii) the third anniversary of the date on which
         the Optionee ceases to be employed by the Corporation, the Savings
         Bank, the Parent and/or any Subsidiary. The Options shall be
         considered vested and exercisable upon the death or Disability of
         the Optionee as set forth in Section 4(b) of the Plan.    

    (b)  Notwithstanding Section 5(a) hereof, in the event of the death of
         the Optionee while in the employ of the Corporation, the Savings
         Bank, the Parent and/or any Subsidiary, or within three (3) years
         following the termination of the Optionee's employment as a result
         of Disability, retirement or resignation, the person or persons to
         whom the Optionee's rights under the Options pass by will or by
         the laws of descent and distribution (including the Optionee's
         estate during the period of administration) shall have the right
         to exercise the Options at any time prior to the earlier of (i))
         expiration of the term of the Options as set forth in Section 3 of
         this Agreement, or (ii) the date which is one (1) year after the
         date of death of the Optionee but only if, and to the extent that,
         the Options are vested and the Optionee was entitled to exercise
         the Options at the date of death. The Options shall be considered
         vested and exercisable upon the date of death of the Optionee as
         set forth in Section 4(b) of the Plan.

    (c)  The shares of Common Stock covered by and vested and exercisable
         Option may be exercised at any time within the applicable period
         set forth in Section 5 of this Agreement. To the extent that any
         Option shall not have been exercised within the applicable period
         set forth in Section 5 of this Agreement, the Option, and all
         rights to purchase or receive shares of Common Stock pursuant
         thereto, shall terminate on the last day of the applicable period.
         No shares of Common Stock covered by an Option (whether or not
         vested Shares) may be exercised after the Option terminates.

6.  PAYMENT OF EXERCISE PRICE.

    (a)  Full payment for each share of Common Stock purchased upon the
         exercise of any Option shall be made at the time of exercise of
         such Option and shall be paid in cash, or at the discretion of the
         Board, Common Stock or a combination of cash and Common Stock.
         Common Stock utilized in full or partial payment of the exercise
         price shall be valued at its Fair Market Value at the date of
         exercise. At the discretion of the Board, the Corporation shall
         accept full or partial payment in Common Stock only to the extent
         permitted by applicable law. No shares of Common Stock shall be
         issued until full payment therefor has been received by the
         Corporation. The Optionee shall not have any of the rights of a
         stockholder of the Corporation with respect to the Optioned Stock,
         including, without limitation, voting and dividend rights, until
         shares of Common Stock are issued to him and
<PAGE>   19


         his name is recorded on the Corporation's stockholder ledger as
         the holder of record of such Shares.

    (b)  Upon a valid exercise of any Option and payment of the total
         exercise price for the shares of the Common Stock to be purchased
         pursuant to the exercise of such Option, the Corporation shall
         issue certificate(s) in the Optionee's name for the number of
         shares of Common Stock purchased pursuant to the exercise of the
         Option, but subject to adjustment for any shares of Common Stock
         sold or withheld to satisfy the tax withholding requirements for
         the exercise of the Option. Said certificate(s) may be stamped
         with such legend or legends as the Board may deem advisable with
         respect to the requirements of the Securities and Exchange
         Commission, any stock exchange upon which shares of Common Stock
         are listed, and applicable Federal or state securities law.

7. TAX MATTERS.

The Corporation may withhold from any cash payment made under this Plan
sufficient amounts to cover any applicable withholding and employment
taxes, and if the amount of such cash payment is insufficient, the
Corporation may require the Optionee to pay to the Corporation the amount
required to be withheld as a condition to delivering the Shares acquired
pursuant to the Options. The Board is authorized to adopt rules,
regulations or procedures which provide for the satisfaction of the
Optionee's tax withholding obligation by the retention of shares of Common
Stock to which the Optionee would otherwise be entitled pursuant to the
Options and/or by the Optionee's delivery of previously-owned shares of
Common Stock or other property.

8.  REVOCATION FOR MISCONDUCT.

Notwithstanding anything in this Agreement or the Plan to the contrary, the
Board may by resolution immediately revoke, rescind and terminate the
Options, or any portion thereof, to the extent not yet vested, in the event
that the Optionee is discharged from the employ of the Corporation, the
Savings Bank, the Parent or any Subsidiary for cause, which, for purposes
hereof, shall mean termination of employment for personal dishonesty,
incompetence, gross negligence or willful misconduct, breach of fiduciary
duty involving personal profit, intentional failure to perform stated
duties, the conviction of a felony by a court of competent jurisdiction,
willful violation of any law, rule, or regulation (other than traffic
violations or similar offenses), or final cease-and-desist order.

9.  TRANSFERABILITY.

The Options shall be exercised during the Optionee's lifetime only by the
Optionee and shall not be assignable or transferable otherwise than by will
or by the laws of descent and distribution.

10. CONDITIONS PRECEDENT.
    
    (a)  As conditions precedent to the Corporation's obligation to issue
         certificate(s) for the shares of Common Stock purchased pursuant
         to the exercise of the Options: 
<PAGE>   20
    (1)  Shares shall not be issued unless the issuance and delivery of
         such Shares shall comply with all relevant provisions of law,
         including, without limitation, the Securities Act of 1933, as
         amended, the rules and regulations promulgated thereunder, any
         applicable state securities law and the requirements of any stock
         exchange upon which the Shares may then be listed; and

    (2)  The Corporation may require the Optionee to make such
         representations and warranties as may be necessary to assure the
         availability of an exemption from the registration requirements of
         federal or state securities law.

    (b)  The inability of the Corporation to obtain from any regulatory
         body or authority deemed by the Corporation's counsel to be
         necessary to the lawful issuance and sale of any Shares hereunder
         shall relieve the Corporation of any liability in respect of the
         non-issuance or sale of such Shares.

11. PLAN PROVISIONS.

The Options shall be subject to all of the terms and provisions of the Plan. 
The terms and provisions of the Plan, as it may be amended from time to time, 
are hereby incorporated herein by reference. In the event of a conflict between 
a term or provision of this Agreement and a term or provision of the Plan, the 
applicable terms and provisions of the Plan shall govern and be controlling.

12. MODIFICATIONS OF THE OPTIONS.

    (a)  Except as set forth in Section 12(b) of this Agreement,
         termination, revocation or amendment of this Agreement shall be
         made in writing executed by the Corporation and the Optionee.

    (b)  At any time and from time to time, the Board may direct the
         execution of an instrument  providing for the modification,
         extension or renewal of the Options, provided that (i) no such
         modification, extension or renewal shall confer on the Optionee
         any right or benefit which could not be conferred on him by the
         grant of a new Award at such time, or shall not materially
         decrease the Optionee's benefits under the Options without the
         consent of the Optionee, except as otherwise permitted under
         Section 5(d) or Section 19 of the Plan, and (ii) all such
         modifications, extensions and/or renewals of outstanding Awards
         shall be in compliance with all applicable Office of Thrift
         Supervision rules and regulations. Notwithstanding the foregoing,
         the Board shall not have the authority to cancel outstanding
         Awards and reissue new Awards at a lower exercise price, or to
         modify, extend or renew Awards at a lower exercise price.
<PAGE>   21
13.  COUNTERPARTS.

This Agreement may be executed in any number of counterparts, each of which 
shall be deemed to be an original and all of which together shall be deemed to 
be one and the same instrument.

14.  EMPLOYMENT RIGHTS. 

Neither the Plan nor this Agreement, nor any action 
taken by the Board in connection with the Plan or this Agreement, shall create 
any right on the part of the Optionee to continue in the employ of the 
Corporation, the Savings Bank, the Parent or any Subsidiary.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to 
be executed on this 30th day of December, 1998.




                                             PRESTIGE BANCORP, INC.

                                             By:
                                                --------------------------------

                                             Title: President
                                                   -----------------------------

                                             Date: December 30, 1998
                                                  ------------------------------

The Optionee hereby acknowledges receipt and review of a copy of the Plan, 
which is attached hereto, and hereby accepts the Options in accordance with and 
subject to all of the terms and provisions of the Plan and this Agreement.



                                             OPTIONEE


                                             -----------------------------------

                                             Name: John A. Silver
                                                  -----------------------------

                                             Date: December 30, 1998
                                                  ------------------------------
<PAGE>   22


                                   EXHIBIT "C"

                              TERM PROMISSORY NOTE



<PAGE>   23

                              TERM PROMISSORY NOTE

$250,000.00                                                 PLEASANT HILLS, PA
                                                            ____________, 19__

The undersigned, John A. Stiver, (hereinafter called "Maker") promises to pay to
the order of Prestige Bancorp, Inc. (hereinafter called "Corporation") at the 
Corporation's office located at 710 Old Clairton Road, Pittsburgh, Pennsylvania 
15236, the sum of Two-Hundred Fifty-Thousand Dollars ($250,000.00) (the 
"Loan"). Accrued and unpaid interest shall be paid on each February 15, May 15, 
August 15 and November 15 during the term hereof, commencing May 15, 1999. 
Principal shall be paid in ten equal annual installments due each February 15 
during the term hereof commencing February 15, 2000. This Loan shall mature on 
February 15, 2009, at which time all outstanding and unpaid principal, interest 
and other charges related to this Loan shall be due and payable. Nothing 
contained herein shall preclude Maker from making periodic payments of 
principal or prepaying this Loan in whole or in part.

VARIABLE INTEREST RATE. The Loan shall bear interest at a per annum floating 
rate equal to the per annum floating margin interest rate of Merrill Lynch on 
accounts with balances in excess of $100,000 (the "Loan Rate"), whether or not 
judgment has been entered on this note. Any change in the Loan Rate shall be 
effective at the beginning of the business day on the first of each month. The 
Loan Rate shall never exceed the maximum rate allowed from time to time by law.

LATE CHARGE. If any payment of principal and/or interest that is due hereunder 
is not received in full by the Corporation within 15 days after the due date, 
the Corporation will charge and the Maker agrees to pay a late charge equal to 
$15.00 or 4% of the amount past due. Late charges assessed by the Corporation 
are immediately due and payable and shall bear interest at the interest rate 
described above until paid. Payments are deemed made the banking day they are 
received by the Corporation.

ACCELERATION UPON DEFAULT. In the event any installment of principal or 
interest or any part thereof is not paid when it becomes due or in the event of 
any default of any obligation of the Maker to the Corporation, hereunder, the 
principal sum remaining unpaid hereunder, together with all accrued interest 
thereon, shall immediately and without notice become due and payable at the 
election of the holder at any time thereafter.

EVENTS OF DEFAULT AND ACCELERATION OF MATURITY.

     (a) This and all other obligations of the Maker to the holder hereof shall 
be and become automatically and immediately due and payable without any demand 
or notice whatsoever, upon the occurrence of any of the following described 
events, each of which will constitute an "EVENT OF DEFAULT":

          (i)   Any assignment for the benefit of the creditors of the Maker, or
                the commencement of any bankruptcy, receivership, insolvency,
                reorganization or liquidation proceeding by the Maker; or

          (ii)  Further, at the option of the Corporation, any failure of the
                Maker to make any payment when due of the principal or interest
                of this obligation of the Maker to the Corporation may be
                treated as an Event of Default, thereby causing this obligation
                to become automatically and immediately due and payable without
                any demand or notice whatsoever:

<PAGE>   24

     (b) No delay or omission on the part of the Corporation in exercising any 
right hereunder or otherwise available to the Corporation pursuant to 
applicable law, shall act as a waiver of such right or of any other right under 
this note or pursuant to applicable law. Presentment, demand, protest, notice 
of dishonor, and extension of time without notice are hereby waived by the 
Maker. Any notice to the Maker shall be sufficiently served for all purposes if 
placed in the mail, postage prepaid, addressed to or left upon the premises at, 
the address shown below or any other address shown on the Corporation's records.

GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH 
THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT REGARD TO THE PRINCIPLES 
THEREOF REGARDING CONFLICTS OF LAWS, EXCEPTING APPLICABLE FEDERAL LAW AND 
EXCEPT ONLY TO THE EXTENT PRECLUDED BY THE MANDATORY APPLICATION OF THE LAW OF 
ANOTHER JURISDICTION.

FORUM. THE MAKER AND THE CORPORATION AGREE THAT ANY ACTION OR PROCEEDING 
ARISING OUT OF OR RELATING TO THIS NOTE MAY BE COMMENCED IN THE COURT OF COMMON 
PLEAS OF ALLEGHENY COUNTY, PENNSYLVANIA OR IN THE DISTRICT COURT OF THE UNITED 
STATES FOR THE WESTERN DISTRICT OF PENNSYLVANIA AND THE MAKER AND THE 
CORPORATION AGREE THAT A SUMMONS AND COMPLAINT COMMENCING AN ACTION OR 
PROCEEDING IN EITHER OF SUCH COURTS SHALL BE PROPERLY SERVED AND SHALL CONFER 
PERSONAL JURISDICTION IF SERVED PERSONALLY OR BY CERTIFIED MAIL TO THE PARTIES 
AT THEIR ADDRESSES SET FORTH IN THIS NOTE, OR AS OTHERWISE PROVIDED UNDER THE 
LAWS OF THE COMMONWEALTH OF PENNSYLVANIA. FURTHER, THE MAKER HEREBY 
SPECIFICALLY CONSENTS TO THE PERSONAL JURISDICTION OF THE COURT OF COMMON PLEAS 
OF ALLEGHENY COUNTY, PENNSYLVANIA AND THE DISTRICT COURT OF THE UNITED STATES 
FOR THE WESTERN DISTRICT OF PENNSYLVANIA AND WAIVES AND HEREBY ACKNOWLEDGES 
THAT IT IS ESTOPPED FROM RAISING ANY OBJECTION BASED ON FORUM NON CONVENIENS. 
ANY CLAIM THAT EITHER SUCH COURT LACKS PROPER VENUE OR ANY CLAIM THAT EITHER 
SUCH COURT LACKS PERSONAL JURISDICTION OVER THE MAKER SO AS TO PROHIBIT EITHER 
SUCH COURT FROM ADJUDICATING ANY ISSUES RAISED IN A COMPLAINT FILED WITH EITHER 
SUCH COURT AGAINST THE MAKER BY THE CORPORATION CONCERNING THIS NOTE OR 
PAYMENT TO THE CORPORATION. THE MAKER HEREBY ACKNOWLEDGES AND AGREES THAT THE 
CHOICE OF FORUM CONTAINED HEREIN SHALL NOT BE DEEMED TO PRECLUDE THE 
ENFORCEMENT OF ANY JUDGMENT OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION 
UNDER THIS NOTE TO ENFORCE THE SAME IN ANY APPROPRIATE JURISDICTION.

POWER TO CONFESS JUDGMENT. THE MAKER HEREBY AUTHORIZES AND EMPOWERS ANY 
PROTHONOTARY OR ANY ATTORNEY OR ANY COURT OR RECORD WITHIN THE UNITED STATES OR 
ELSEWHERE TO APPEAR FOR THE MAKER AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS 
JUDGMENT AGAINST THE MAKER IN FAVOR OF THE CORPORATION FOR THE AMOUNTS OWNED 
HEREUNDER IF NOT PAID WHEN DUE, WHETHER BY ACCELERATION OR OTHERWISE, TOGETHER 
WITH COSTS OF SUIT AND THE ATTORNEY'S FEE FOR COLLECTION HEREINAFTER PROVIDED 
FOR, WITH RELEASE OF ERRORS AND WITHOUT ANY STAY OF EXECUTION OR RIGHT OF 
APPEAL. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT SHALL BE 
DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY 
ANY COURT TO BE VALID, VOIDABLE OR VOID, BUT THE POWER SHALL CONTINUE 
UNDIMINISHED, AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE HOLDER 
SHALL ELECT, UNTIL SUCH TIME AS THE CORPORATION SHALL HAVE RECEIVED PAYMENT IN 
FULL OF THE AMOUNTS OWNED HEREUNDER, INCLUDING INTEREST AND COSTS.
<PAGE>   25

ATTORNEY'S FEE FOR COLLECTION. If this note is not paid when due and is placed 
with an attorney for collection, and whether or not suit is entered hereon 
against the Maker, the Maker further agrees to pay the Corporation, in addition 
to the principal and interest then due, the costs of suit or collection and an 
attorney's fee of 10% of such principal and interest or $300.00, whichever is 
greater, provided that the attorney's fee shall not exceed the amount permitted 
by law.

WITNESS the due execution and sealing hereof with the intent to be legally 
bound.

WITNESS / ATTEST:                                JOHN A. STIVER


_________________________________         By:___________________________(SEAL)