Waiver and Second Amendment
to Loan Documents
 THIS WAIVER AND SECOND AMENDMENT TO LOAN DOCUMENTS Amendment PARKVALE FINANCIAL CORPORATION Borrower PNC BANK, NATIONAL ASSOCIATION Bank
 BACKGROUND
 Loan Documents) Obligations)
  NOW, THEREFORE,
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The Borrower expressly ratifies and confirms the confession of judgment (if applicable)
and waiver of jury trial provisions contained in the Loan Documents.
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SIGNATURES APPEAR ON PAGE 3]
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WITNESS
 ATTEST:
    
    
    
    
    
    PARKVALE FINANCIAL CORPORATIONBy:
    
    /s/ Gilbert A RiazziPrint Name:
    
    
    
    
    
    
    
    (SEAL)Title:
    
    
    
    
    
    Print Name: Gilbert A RiazziTitle: Chief Financial  OfficerPNC BANK, NATIONAL ASSOCIATIONBy:
    

/s/
John S. OMalley(SEAL)Print Name: John S. OMalleyTitle: Assistant Vice President
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EXHIBIT A TO
WAIVER AND SECOND AMENDMENT TO LOAN DOCUMENTS  DATED AS OF NOVEMBER 12, 2010 (PARKVALE FINANCIAL CORPORATION)
 A.
    
    The Loan Documents that are the subject of this Amendment include the following (as any of
the foregoing have been previously amended, modified or otherwise supplemented):
 1.
    
    Letter Agreement dated December 30, 2008 (the Letter Agreement).2.
    
    Term Note dated December 30, 2008, in the principal amount of $25,000,000,
executed and delivered by the Borrower to the Bank.3.
    
    Pledge Agreement dated December 30, 2008, made and delivered by the Borrower to
the
Bank (the 2008 Pledge Agreement).4.
    
    Pledge Agreement dated November 12, 2010, made and delivered by the Borrower to
the
Bank (the 2010 Pledge Agreement).5.
    
    Control Agreement dated November 12, 2010, among the Borrower, the Bank and PNC
Capital Markets LLC, as custodian (the Control Agreement).6.
    
    All other documents, instruments, agreements, and certificates executed and
delivered in
connection with the Loan Documents listed in this Section A.
 B.
    
    Waiver. The Borrower has acknowledged and agreed with the Bank that the Borrower
failed to
comply with the financial covenant set forth in clause (1) of Section B. of Exhibit A to the
Letter
Agreement for the periods ended June 30, 2010 and September 30, 2010. The Borrowers failure
to comply with the foregoing covenant constitutes an Event of Default under the Loan
Documents. The Borrower has requested that the Bank waive such Event of Default. In reliance
upon the Borrowers representations and warranties and subject to the terms and conditions
herein set forth, the Bank agrees to grant a waiver of the Borrowers non-compliance with
the
above-referenced covenant and of the Event of Default that would otherwise result from a
violation of such covenant, solely for the above-referenced periods. The Borrower agrees
that it
will hereafter comply fully with these covenants and all other provisions of the Loan
Documents,
which remain in full force and effect except as modified by this Amendment. Except as
expressly described in this Amendment, this waiver shall not constitute (a) a modification
or an
alteration of the terms, conditions or covenants of the Loan Documents or (b) a waiver,
release or
limitation upon the Banks exercise of any of its rights and remedies thereunder, which are
hereby expressly reserved. This waiver shall not relieve or release the Borrower in any
way
from any of its respective duties, obligations, covenants or agreements under the Loan
Documents or from the consequences of any Event of Default thereunder, except as expressly
described above. This waiver shall not obligate the Bank, or be construed to require the
Bank, to
waive any other Events of Default or defaults, whether now existing or which may occur after
the date of this waiver.C.
    
    The Letter Agreement is hereby amended as follows:
 1.
    
    Section B.(l) of Exhibit A is hereby amended to read as follows:
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(1)
    
    While the Loan is outstanding, the Borrower will maintain, measured
for each fiscal quarter, as of the end of each fiscal quarter, commencing
with the quarter ending March 31, 2009, a Return on Average Assets of at
least: (a) 0.20% as of the end of each quarter ending in 2009; (b) 0.25% as
of the end of each quarter ending in 2010; (c) 0.30% as of the end of each
quarter ending in 2011; (d) 0.40% as of the end of each quarter ending in
2012; and (e) 0.50% as of the end of each quarter ending in 2013.
 2.
    
    Section B.(5) of Exhibit A is hereby amended to read as follows:
 (5)
    
    The Borrower will maintain at all times a minimum Holding
Company Liquidity of $2,500,000 through March 30, 2011; between March 31, 2011
and June 29, 2011, the Borrower will maintain at all times a minimum Holding
Company Liquidity of $3,000,000; and at June 30, 2011 and at all times
thereafter while the Loan is outstanding, the Borrower will maintain at all
times a minimum Holding Company Liquidity of $3,500,000.
  Eligible Investment Securities
 Holding Company Liquidity
 Return on Average Assets
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Second Amendment Effective
Date) Custodian) Pledged Account) 2010 Pledge Agreement) 2010 Control
Agreement)
 D.
    
    Conditions to Effectiveness of Amendment: The Banks willingness to agree to the amendments
and waivers set forth in this Amendment is subject to the prior satisfaction of the following
conditions:
 1.
    
    Execution by all parties and delivery to the Bank of this Amendment.2.
    
    Execution by all parties of the 2010 Pledge Agreement and the 2010 Control
Agreement
and the Borrower depositing in the Pledged Account an amount equal to at least
$2,200,000.3.
    
    Payment to the Bank by the Borrower of an amendment fee in the amount of $15,000.
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