PRESTIGE BANCORP INC, DEF 14A, 1999-03-24

PRESTIGE BANCORP INC
DEF 14A, 1999-03-24
SAVINGS INSTITUTION, FEDERALLY CHARTERED

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<PAGE> 1

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>

PRESTIGE BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

* No fee required
<PAGE> 2

PRESTIGE BANCORP, INC.
710 OLD CLAIRTON ROAD
PLEASANT HILLS, PENNSYLVANIA 15236
(412) 655-1190

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 5, 1999

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Prestige Bancorp, Inc. (the "Company") will be held at The
Georgetown Centre, located at 526 East Bruceton Road, Pleasant Hills,
Pennsylvania 15236 on Wednesday, May 5, 1999 at 10:30 A.M., local time, for the
following purposes, all of which are more completely set forth in the
accompanying Proxy Statement:

I. The election of two directors of the Company;

II. The ratification of the appointment of Arthur Andersen LLP as
independent auditors of the Company and Prestige Bank, A Federal
Savings Bank; and

III. To transact such other business as may properly come before the
Meeting or any adjournment thereof. Management is not aware of any
other such business.

Stockholders of record at the close of business on March 19, 1999, are
stockholders entitled to vote at the Meeting and any adjournment thereof.

You are requested to complete and sign the enclosed Proxy Card which is
solicited by the Board of Directors and to return it promptly in the enclosed
envelope. The proxy will not be used if you attend and vote at the Meeting in
person.

By Order of the Board of Directors
/s/ Patricia A. White
---------------------
Patricia A. White
Secretary

YOU CAN HELP THE COMPANY AVOID THE NECESSITY AND EXPENSE OF SENDING
FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY.
IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE, AND RETURN THE
ENCLOSED PROXY SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING.
THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE> 3

PRESTIGE BANCORP, INC.
710 Old Clairton Road, Pittsburgh, PA
15236-4300 - 412-655-1190 - (Fax) 412-655-2114

March 24, 1999

Dear Stockholders:

It is my pleasure to invite you to attend the Annual Meeting of Stockholders
(the "Meeting") of Prestige Bancorp, Inc. (the "Company"). The meeting will be
held at The Georgetown Centre, located at 526 East Bruceton Road, Pleasant
Hills, Pennsylvania 15236 on Wednesday, May 5, 1999 at 10:30 A.M., local time.
The Notice of Annual Meeting and Proxy Statement accompanying this letter
describe the business to be transacted at the Meeting.

At the Meeting, officers and directors of the Company will report on the
activities of the Company. We will then take action on the matters described in
the proxy statement. The Meeting will conclude with a question and answer
period.

It is very important that your shares be voted at the Meeting regardless of the
number you own or whether you are able to attend the Meeting in person. We urge
you to mark, sign, and date your proxy card today and return it in the envelope
provided, even if you plan to attend the Meeting. This will not prevent you from
voting in person, but will ensure that your vote is counted if you are unable to
attend.

On behalf of the Board of Directors and all of the employees of the Company and
Prestige Bank, I thank you for your continued interest and support, and I look
forward to seeing you at the Meeting.

Sincerely,
/s/ John A. Stiver
John A. Stiver
Chairman of the Board and
Chief Executive Officer
<PAGE> 4

PRESTIGE BANCORP, INC.
710 OLD CLAIRTON ROAD
PLEASANT HILLS, PENNSYLVANIA 15236

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

PROXY STATEMENT

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

ANNUAL MEETING OF STOCKHOLDERS

MAY 5, 1999

GENERAL

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Prestige Bancorp, Inc. (the "Company") to
be used at the Annual Meeting of Stockholders (the "Meeting") of the Company
which will be held at The Georgetown Centre, 526 East Bruceton Road, Pleasant
Hills, Pennsylvania 15236 on May 5, 1999, 10:30 A.M., local time. The
accompanying Notice of Meeting, the form of Proxy and this Proxy Statement are
being first mailed to the Company's stockholders on or about March 31, 1999. The
address of the principal executive office of the Company is set forth above.

At the Meeting, the stockholders will consider and vote upon (i) the
election of two directors, and (ii) the ratification of the appointment of
Arthur Andersen LLP as independent auditors of the Company for the fiscal year
ending December 31, 1999. The Board of Directors knows of no additional matters
that will be presented for consideration at the Meeting. Execution of a proxy
confers on the designated proxy holder discretionary authority to vote the
shares represented by such proxy in accordance with the holder's best judgment
on such other business, if any, that may properly come before the Meeting or any
adjournment thereof, unless the proxy is revoked, or the stockholder who
executed the proxy attends the Meeting and votes in person.

VOTING AND REVOCABILITY OF PROXIES

Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company at the address above or by the filing of
a later dated proxy prior to a vote being taken on a particular proposal at the
Meeting. A proxy will not be voted if the stockholder attends the Meeting and
votes in person. Proxies solicited by the Board of Directors of the Company will
be voted in accordance with the directions given therein. WHERE NO INSTRUCTIONS
ARE INDICATED, PROXIES WILL BE VOTED "FOR" THE NOMINEES FOR DIRECTORS SET FORTH
BELOW AND "FOR" THE OTHER LISTED PROPOSAL. The proxy confers discretionary
authority on the persons named therein to vote with respect to the election of
any person as a director where the nominee is unable to serve, or will not
serve, and matters incident to the conduct of the Meeting and other matters that
properly come before the meeting.
<PAGE> 5

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Stockholders of record as of the close of business on March 19, 1999
("Voting Record Date"), are entitled to one vote for each share of Common Stock
of the Company then held. As of March 19, 1999, the Company had 996,964 shares
of its common stock ("Common Stock") outstanding.

As provided in the Articles of Incorporation of the Company, for a period
of five years from the completion of the conversion of Prestige Bank, A Federal
Savings Bank (the "Savings Bank") from a mutual chartered savings bank to a
stock chartered savings bank (the "Conversion"), no person is permitted to
beneficially own in excess of 10% of the outstanding shares of the Common Stock
(the "Limit"), and any shares of the Common Stock acquired in violation of the
Limit are not entitled to vote. The Conversion took place on June 27, 1996. A
person or entity is deemed to beneficially own shares owned by an affiliate of,
as well as persons acting in concert with, such person or entity.

The presence in person or by proxy of at least a majority of the
outstanding shares of the Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. In the event there are not sufficient votes for a quorum or to ratify
any proposals at the time of the Meeting, the Meeting may be adjourned in order
to permit the further solicitation of proxies.

As to the election of directors, the proxy card being provided by the Board
of Directors enables a stockholder to vote for the election of the nominees
proposed by the Board of Directors, or to withhold authority to vote for one or
more of the nominees being proposed. Under the Company's Bylaws, directors are
elected by a plurality of votes cast by the shares entitled to vote in the
election at a meeting at which a quorum is present.

As to the ratification of independent auditors as set forth in Proposal II
and all other matters that may properly come before the Meeting, by checking the
appropriate box, a stockholder may: (i) vote "FOR" the item, (ii) vote "AGAINST"
the item, or (iii) "ABSTAIN" with respect to the item. Unless otherwise required
by law, all matters shall be determined by a majority of votes cast
affirmatively or negatively without regard to (a) Broker Non-Votes, or (b)
proxies marked "ABSTAIN" as to that matter.

Persons and groups owning 5% or more of the Company's Common Stock are
required to file certain reports with the Securities and Exchange Commission
("SEC") regarding such ownership pursuant to the Securities Act of 1934, as
amended (the "1934 Act"). As of March 19, 1999, management knows of no person
who beneficially owns 5% or more of the Common Stock of the Company other than
those entities shown on the table immediately below. The following table sets
forth as of March 19, 1999 certain information as to the Common Stock

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<PAGE> 6

beneficially owned by the Prestige Bancorp Employee Stock Ownership Plan (the
"ESOP"), each other 5% or greater stockholder of the Company, and all executive
officers and directors of the Company as a group.

<TABLE>
<CAPTION>
5% OR BETTER BENEFICIAL OWNERSHIP(1)
- -------------------------------------------------------------------------------------------------
AMOUNT AND NATURE OF PERCENT OF SHARES OF
BENEFICIAL OWNERSHIP OF COMMON STOCK
NAME AND ADDRESS OF COMMON STOCK AS OF OUTSTANDING AS OF
BENEFICIAL OWNER MARCH 19, 1999 MARCH 19, 1999
---------------- -------------- --------------
<S> <C> <C>
Prestige Bancorp Employee Stock............ 92,900 9.3%
Ownership Plan
710 Old Clairton Road
Pleasant Hills, PA 15236
John A. Stiver............................. 56,082(2) 5.6%
710 Old Clairton Road
Pleasant Hills, PA 15236
John Hancock Regional Bank Fund............ 99,015(3) 9.9%
c/o John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199
All Directors and Executive Officers,
as a Group (8 persons)................... 148,064(4)(5)(6) 14.85%
</TABLE>

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

(1) On April 15, 1998, the Board of Directors declared a 15% stock dividend to
shareholders of record of June 2, 1998 and payable on June 19, 1998. In
addition, on February 17, 1999, the Board declared a 5% stock dividend to
shareholders of record of March 2, 1999 and payable on March 19, 1999. All
share data has been restated to reflect these stock dividends.

(2) John A. Stiver is Chairman of the Board of both the Savings Bank and the
Company. On December 30, 1998, Mr. Stiver was appointed Chief Executive
Officer of both the Savings Bank and the Company. This figure also includes
1,860 shares of Common Stock awarded to Mr. Stiver, but not yet vested,
pursuant to the Management Recognition and Retention Plan and Trust and
currently held by the Management Recognition and Retention Plan and Trust
over which shares Mr. Stiver possesses the power to direct the exercise of
voting rights.

(3) John Hancock Advisers, Inc. ("JHA"), the investment advisor of John Hancock
Regional Bank Fund, holds a direct ownership interest of 99,015 shares of
Common Stock for the benefit of the John Hancock Regional Bank Fund. Through
parent/subsidiary relations with JHA, each of John Hancock Mutual Life
Insurance Company, John Hancock Subsidiaries, Inc., and the Berkeley
Financial Group have an indirect ownership of these shares.

(4) For purposes of this table, the term executive officers include all persons
who were executive officers of the Company and the Savings Bank on March 19,
1999.

(5) This figure includes additional shares of Common Stock described in
footnotes to the table of beneficial ownership of the Company by the
Directors and Executive Officers set forth hereinafter. This figure also
includes 29,907 shares of Common Stock held by directors and executives
officers in a fiduciary capacity (other than related to the ESOP, as defined
hereinafter, or the Management Retention and Recognition Plan and Trust) for
another person or held by or for the benefit of family members of executive
officers or directors. See "PROPOSAL I--ELECTION OF DIRECTORS--Information
with Respect to Nominees for Directors, Continuing Directors and Executive
Officers". This figure includes unvested awards of 27,827 shares of Common
Stock which have been granted to directors and executive officers of the
Company and the Savings Bank under the Management Recognition and Retention
Plan and Trust over which shares the named individuals possess the power to
direct the exercise of voting rights and which such shares have been
acquired by and held in the Management Recognition and Retention Plan and
Trust. See "PROPOSAL I--ELECTION OF DIRECTORS--Benefits--Management
Recognition and Retention Plan and Trust". This

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<PAGE> 7

figure also includes 3,702 shares of Common Stock owned by the Prestige Bancorp
Employee Stock Ownership Plan ("ESOP") which are allocated to executive officers
over which such executive officers have the power to direct the exercise of
voting rights. See "PROPOSAL I--ELECTION OF DIRECTORS--Benefits--Employee
Stock Ownership Plan and Trust". This figure excludes shares of Common Stock
held under the ESOP for which a director or executive officer serves as a
member of the ESOP Committee or Trustee Committee. Such individuals disclaim
beneficial ownership with respect to such shares held in a fiduciary
capacity. The ESOP purchased such shares for the exclusive benefit of plan
employee participants with funds borrowed from the Company. These shares are
held in a suspense account and will be allocated among ESOP participants
annually on the basis of total gross compensation as the ESOP debt is
repaid. The Board of Directors has appointed a committee consisting of
Messrs. Zyla, Stiver and Hein to serve as the ESOP administrative committee
("ESOP Committee") and Messrs. Zyla and Stiver serve as the ESOP Trustees
("ESOP Trustees"). The ESOP Trustees must vote all shares allocated to
participant accounts under the ESOP as directed by participants. Unallocated
shares and shares for which no timely voting directive is received will be
voted by the ESOP Trustees in proportion to the directives received by
responding participants. As of March 19, 1999, 15,503 shares have been
allocated under the ESOP to participant accounts. As of March 19, 1999,
3,702 shares have been allocated under the ESOP to participant accounts of
executive officers. This figure includes 56,082 of Common Stock held by John
A. Stiver who holds the positions of Chairman of the Board and Chief
Executive Officer of both the Savings Bank and the Company.

(6) Ownership interests of Common Stock by directors and executive officers is
set forth below. See "PROPOSAL I--ELECTION OF DIRECTORS--Information With
Respect to Nominees for Directors, Continuing Directors and Executive
Officers".

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Common Stock of the Company is registered pursuant to Section 12(g) of
the 1934 Act. The officers and directors of the Company and beneficial owners of
greater than 10% of the Common Stock ("10% beneficial owners") are required to
file reports on Forms 3, 4 and 5 with the SEC disclosing changes in beneficial
ownership of the Common Stock. Based on the Company's review of such ownership
reports, no officer, director or 10% beneficial owner of the Company failed to
file such ownership reports on a timely basis for the fiscal year ended December
31, 1998.

PROPOSAL I--ELECTION OF DIRECTORS
GENERAL

The Company's bylaws require that directors be divided into three classes,
as nearly equal in number as possible, each class to serve for a three-year
period, with approximately one-third of the directors elected each year. The
Board of Directors currently consists of seven members. Two directors will be
elected at the Meeting, to serve for a three-year term, as noted below, or until
his successor has been elected and qualified.

INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTORS, CONTINUING DIRECTORS AND
EXECUTIVE OFFICERS

Martin W. Dowling and Mark R. Schoen have been nominated by the Board of
Directors to serve as directors for a three-year term commencing on the date of
the Meeting. Messrs. Dowling and Schoen are currently members of the Board of
Directors. In accordance with the Company's Articles of Incorporation, the Board
of Directors will consider nominees for directors from stockholders and such
nominees, if properly presented to the Company in accordance with the terms of
the Company's Articles of Incorporation will be placed on the ballot at the
Meeting. A stockholder of the Company may submit a nomination for the Board of
Directors no later than the close of business on the sixtieth (60(th)) day
preceding the anniversary date of the immediately preceding annual meeting of
the stockholders of the Company. Any such nomination must conform to the
requirements of the Articles of Incorporation of the Company. However, the Board
of Directors determines whether or not to recommend any stockholder nominees. It
is intended that the persons named in the proxies solicited by the Board of
Directors will vote for the election of the named nominees. Each of the nominees
of the Board of Directors has consented to serve as a director if elected. If
the nominees are unable to serve, the shares
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represented by all valid proxies will be voted for the election of such
substitute as the Board of Directors may recommend or the size of the Board of
Directors may be reduced to eliminate the vacancy. At this time, the Board of
Directors knows of no reason why the nominees might be unavailable to serve. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH NOMINEE.

The following two tables set forth the names of the nominees and the names
of the directors continuing in office, their respective names, ages, and the
year each became a director of the Company (or the Savings Bank, in the event
such individual served as a director of the Savings Bank prior to the
Conversion), the expiration date of their current term as a director, and the
number and percentage of shares of the Common Stock beneficially owned. The
third table sets forth the one remaining executive officer, his age and the
number and percentage of shares beneficially owned. The third table also sets
forth the number of shares beneficially owned and aggregate percentage of
beneficial ownership by the directors and executive officers as a group.

BOARD OF DIRECTORS NOMINEES FOR TERM TO EXPIRE IN 2002
AND BENEFICIAL OWNERSHIP OF COMMON STOCK(1)

DIRECTORS CONTINUING IN OFFICE AND BENEFICIAL OWNERSHIP OF COMMON STOCK

<TABLE>
<CAPTION>
PERCENT OF
CURRENT SHARES OF SHARE OF
TERM COMMON STOCK COMMON
DIRECTOR TO BENEFICIALLY STOCK
NAME AGE(2) SINCE(3) EXPIRE OWNED(4) OUTSTANDING
---- ------ -------- ------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Charles P. McCullough........................ 44 1995 2000 6,777(7) .68%
Robert S. Zyla............................... 51 1984 2000 17,188(8) 1.72%
Michael R. Macosko........................... 47 1992 2001 17,181(9) 1.72%
John A. Stiver............................... 54 1986 2001 56,082(10) 5.62%
Patricia A. White............................ 52 1989 2001 20,320(11) 2.04%
</TABLE>

REMAINING EXECUTIVE OFFICER AND
BENEFICIAL OWNERSHIP OF COMMON STOCK

<TABLE>
<CAPTION>
PERCENT OF
CURRENT SHARES OF SHARE OF
TERM COMMON STOCK COMMON
DIRECTOR TO BENEFICIALLY STOCK
NAME AGE(2) SINCE EXPIRE OWNED(4) OUTSTANDING
---- ------ -------- ------- ------------ -----------
<S> <C> <C> <C> <C> <C>
James M. Hein.............................. 35 N/A N/A 16,729(12) 1.68%
All Directors and Executive Officers as a
Group (8 Persons)........................ N/A N/A N/A 148,064(13) 14.85%
</TABLE>

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

(2) As of February 28, 1999.

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(3) Prior to the Conversion on June 27, 1996, the Savings Bank was a federal
chartered mutual savings bank. The Company is a holding company that was
created as part of the Conversion. As part of the Conversion, the
then-directors of the Savings Bank were selected as directors of the
Company.

(4) Beneficial ownership as of the Voting Record Date.

(5) This figure also includes 1,473 shares of Common Stock awarded to Mr.
Dowling, but not yet vested, pursuant to the Management Recognition and
Retention Plan and Trust and currently held by the Management Recognition
and Retention Plan and Trust over which shares Mr. Dowling possesses the
power to direct the exercise of voting rights. See "PROPOSAL I--ELECTION OF
DIRECTORS--Benefits--Management Recognition and Retention Plan and Trust".

(6) This figure includes 627 shares of Common Stock held by Mr. Schoen or Mrs.
Schoen as custodian for minor children. This figure also includes 1,279
shares of Common Stock awarded to Mr. Schoen, but not yet vested, pursuant
to the Management Recognition and Retention Plan and Trust and currently
held by the Management Recognition and Retention Plan and Trust over which
shares Mr. Schoen possesses the power to direct the exercise of voting
rights. See "PROPOSAL I--ELECTION OF DIRECTORS--Benefits--Management
Recognition and Retention Plan and Trust".

(7) This figure includes 1,753 shares of Common Stock held individually by Mrs.
McCullough through an IRA account. This figure also includes 1,183 shares
of Common Stock awarded to Mr. McCullough, but not yet vested, pursuant to
the Management Recognition and Retention Plan and Trust and currently held
by the Management Recognition and Retention Plan and Trust over which
shares Mr. McCullough possesses the power to direct the exercise of voting
rights. See "PROPOSAL I--ELECTION OF DIRECTORS--Benefits--Management
Recognition and Retention Plan and Trust".

(8) This figure includes 660 shares of Common Stock held by Mrs. Zyla through
an IRA account. This figure includes 6,955 shares of Common Stock awarded
to Mr. Zyla, but not yet vested, pursuant to the Management Recognition and
Retention Plan and Trust and currently held by the Management Recognition
and Retention Plan and Trust over which shares Mr. Zyla possesses the power
to direct the exercise of voting rights. See "PROPOSAL I--ELECTION OF
DIRECTORS--Benefits--Management Recognition and Retention Plan and Trust".
This figure includes 1,546 shares of Common Stock allocated to the account
of Mr. Zyla established under the terms of the ESOP over which shares Mr.
Zyla possesses the power to direct the exercise of voting rights. See
"PROPOSAL I--ELECTION OF DIRECTORS--Benefits--Employee Stock Ownership Plan
and Trust". This figure does not include 77,397 shares of Common Stock of
the Company owned by ESOP as to which Mr. Zyla acts as co-trustee and as a
member of the ESOP Committee and which are not allocated to Mr. Zyla's
account or which remain unallocated shares for which trustees do not have
discretionary voting rights or investment powers. Mr. Zyla disclaims
beneficial ownership with respect to such shares held in a fiduciary
capacity. See footnote 4 to table of "5% or Better Beneficial Ownership"
set forth above.

(9) This figure includes 1,569 shares of Common Stock awarded to Mr. Macosko,
but not yet vested, pursuant to the Management Recognition and Retention
Plan and Trust and currently held by the Management Recognition and
Retention Plan and Trust over which shares Mr. Macosko possesses the power
to direct the exercise of voting rights. See "PROPOSAL I--ELECTION OF
DIRECTORS--Benefits--Management Recognition and Retention Plan and Trust".

(10) This figure includes 600 shares of Common Stock held individually by Mrs.
Stiver through an IRA account. This figure includes 15,093 shares of Common
Stock held by C&J Leasing Co., a corporation owned 100% by Mr. Stiver. This
figure includes 2,118 shares of Common Stock held by Jackson Group Ltd., a
corporation owned 100% by Mr. Stiver. This figure includes 7,245 shares of
Common Stock held by the John A. Stiver Profit Sharing Plan, a trust for
which John A. Stiver is the trustee and beneficiary. This figure also
includes 1,860 shares of Common Stock awarded to Mr. Stiver, but not yet
vested, pursuant to the Management Recognition and Retention Plan and Trust
and currently held by the Management Recognition and Retention Plan and
Trust over which shares Mr. Stiver possesses the power to direct the
exercise of voting rights. See "PROPOSAL I--ELECTION OF DIRECTORS--
Benefits--Management Recognition

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<PAGE> 10

and Retention Plan and Trust". This figure does not include 77,397 shares
of Common Stock of the Company owned by the ESOP for which Mr. Stiver acts
as co-trustee and as a member of the ESOP Committee and which remain
unallocated shares for which trustees do not have discretionary voting
rights or investment powers. Mr. Stiver disclaims beneficial ownership with
respect to such shares held in a fiduciary capacity. See footnote 4 to
table of "5% or Better Beneficial Ownership" set forth above.

(11) This figure also includes 7,237 shares of Common Stock awarded to Mrs.
White, but not yet vested, pursuant to the Management Recognition and
Retention Plan and Trust and currently held by the Management Recognition
and Retention Plan and Trust over which shares Mrs. White possesses the
power to direct the exercise of voting rights. See "PROPOSAL I--ELECTION OF
DIRECTORS--Benefits--Management Recognition and Retention Plan and Trust".
This figure also includes 1,113 shares of Common Stock allocated to the
account of Mrs. White established under the terms of the ESOP over which
shares Mrs. White possesses the power to direct the exercise of voting
rights. See "PROPOSAL I--ELECTION OF DIRECTORS--Benefits--Employee Stock
Ownership Plan and Trust".

(12) This figure includes 1,811 shares of Common Stock held individually by Mrs.
Hein. This figure also includes 6,271 shares of Common Stock awarded to Mr.
Hein, but not yet vested, pursuant to the Management Recognition and
Retention Plan and Trust and currently held by the Management Recognition
and Retention Plan and Trust over which shares Mr. Hein possesses the power
to direct the exercise of voting rights. See "PROPOSAL I--ELECTION OF
DIRECTORS--Benefits--Management Recognition and Retention Plan and Trust".
This figure also includes 1,043 shares of Common Stock allocated to the
account of Mr. Hein established under the terms of the ESOP over which
shares Mr. Hein possesses the power to direct the exercise of voting
rights. See "PROPOSAL I--ELECTION OF DIRECTORS--Benefits--Employee Stock
Ownership Plan and Trust". This figure does not include 77,397 shares of
Common Stock of the Company owned by ESOP as to which Mr. Hein acts as a
member of the ESOP Committee and which are not allocated to Mr. Hein's
account or which remain unallocated shares for which trustees do not have
discretionary voting rights or investment powers. Mr. Hein disclaims
beneficial ownership with respect to such shares held in a fiduciary
capacity. See footnote 4 to table of "5% or Better Beneficial Ownership"
set forth above.

(13) See footnote 4 to the table of "5% or Better Beneficial Ownership" set
forth above.

DIRECTOR AND EXECUTIVE OFFICER BIOGRAPHICAL INFORMATION

Set forth below is information with respect to the principal occupations
during the last five years for the directors and executive officers of the
Company and the Savings Bank.

MARTIN W. DOWLING is a director of Jefferson Hills Real Estate, Inc. and
President of Dowling Properties, Inc. He is also President of Martin W. Dowling,
Inc., a building and remodeling company, and President of Town Hall Estates,
Inc., and Meadow Green Corp., both companies being in the business of real
estate development. Mr. Dowling also serves as director of Jefferson Hospital
and other healthcare-related organizations.

JAMES M. HEIN is the Chief Financial Officer of the Savings Bank and has
performed as such since January 1996. Prior to that time Mr. Hein acted as the
Controller of the Savings Bank. In connection with the formation of the Company
and the Conversion of the Savings Bank, Mr. Hein was appointed the Controller of
the Company.

MICHAEL R. MACOSKO is a pharmacist with Eckerd Drug, Inc., and has
performed as such since 1995 with Eckerd Drug, Inc. and its predecessor Thrift
Drug, Inc. From 1974 until 1995 he was pharmacist, owner and President of
Woody's Drug Store, Inc.

CHARLES P. MCCULLOUGH is an attorney and a shareholder with Tucker
Arensberg, P.C., and has performed as an attorney at Tucker Arensberg, P.C.
since November of 1995. Prior to his employment by Tucker Arensberg, P.C., Mr.
McCullough was a solo practitioner attorney at law.

MARK R. SCHOEN is a Senior Manager of Investment Products and Technology
for SEI Investments, a company servicing the mutual fund industry. Previously,
Mr. Schoen was Senior Manager of Business

7
<PAGE> 11

Development at Pilgrim, Baxter and Associates and Assistant Vice President of
Business Development and Product Administration for Federated Investors.

JOHN A. STIVER is Chairman of the Board of both the Savings Bank and the
Company. Effective as of December 30, 1998, Mr. Stiver was appointed Chief
Executive Officer of both the Savings Bank and the Company. He is a CPA licensed
to practice in Pennsylvania since 1972 and has been a self-employed CPA since
1980. Mr. Stiver has served as Chairman of the Board of Directors of the Company
since 1996 and the Savings Bank since 1995. He is also President and owner of
C&J Leasing Co., an equipment leasing company, President and owner of Jackson
Group, Ltd., an investment company, and President and owner of Miller's Mini
Storage, Inc., a self-storage company.

PATRICIA A. WHITE is the Executive Vice President of the Savings Bank, and
has performed as such since 1989. She is also the Corporate Secretary of the
Savings Bank and has performed as such since 1986. Her main duties include
oversight of the marketing, compliance, security and loan origination areas of
the Savings Bank. In connection with the formation of the Company and the
Conversion, Ms. White was appointed Treasurer and Secretary of the Company.

ROBERT S. ZYLA is the President and Treasurer of the Savings Bank. Mr. Zyla
was appointed President of the Savings Bank in 1989 and Treasurer of the Savings
Bank in 1995. In connection with the formation of the Company and the
Conversion, Mr. Zyla was appointed the President of the Company.

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS OF THE COMPANY AND THE SAVINGS
BANK

The Board of Directors of the Company meets on a monthly basis. Special
meetings of the Board of Directors may be called by the President of the
Company, its Chairman of the Board or by a majority of the directors of the
Company. During the fiscal year ending December 31, 1998, the Board of Directors
met 12 times. No director of the Company attended fewer than 83% of the total
number of board meetings or committee meetings during this period. The Board of
Directors of the Company has established the following committees:

Executive Committee of the Company. The Executive Committee consists of Ms.
White and Messrs. Zyla, Stiver, and McCullough. The Executive Committee
addresses policy issues of the Company which arise between meetings of the Board
of Directors of the Company. The Executive Committee did not meet during 1998.

Audit Committee of the Company. The Audit Committee consisted of Mr.
Stiver, who chaired this committee in 1998, and Messrs. Dowling, Macosko, Schoen
and McCullough. Mr. Stiver is no longer a member of this Committee, and Mr.
Schoen was named chairman for fiscal 1999. The Audit Committee recommends
engagement of the external auditors of the Company and the Savings Bank and
reviews the audit reports of the external auditors and of the internal auditor
of the Savings Bank and the Company. The Audit Committee met 5 times during
1998. This committee functions for both the Company and the Savings Bank.

Compensation Committee of the Company. The Compensation Committee consisted
of Mr. Stiver, who chaired this committee in 1998, and Messrs. Dowling, Macosko,
Schoen and McCullough. Mr. Stiver is no longer a member of this Committee, and a
new chairman has not yet been named. The Compensation Committee sets the level
of compensation of the executive officers of the Company and the Savings Bank
(other than compensation in the form of stock option and stock compensation
awards). The Compensation Committee met 1 time during 1998.

The primary business of the Company is conducted through its only
subsidiary, Prestige Bank, A Federal Savings Bank (the "Savings Bank"). Each
director of the Company is also a director of the Savings Bank. The Board of
Directors of the Savings Bank meets on a monthly basis and may have additional
special meetings upon the request of the President, the Chairman of the Board of
Directors or a majority of the directors of the Savings Bank. During the fiscal
year ended December 31, 1998, the Board of Directors met 12 times. No director
attended fewer than 92% of the total number of board meetings or committee
meetings on which he or she served that were held during this period. The Board
of Directors of the Savings Bank has established the following committees:

Loan Committee of the Savings Bank. The Loan Committee consists of Ms.
White and Messrs. Zyla, Stiver, Dowling and McCullough. Ms. White and Mr. Stiver
co-chair this Committee. The Loan Committee has the

8
<PAGE> 12

authority to approve loans up to $500,000. Loans in excess of $500,000 are
reviewed by the full Board of Directors of the Savings Bank. The Loan Committee
met 27 times during 1998.

Investment and the Asset and Liability Committees of the Savings Bank. The
Investment and the Asset and Liability Committees each consists of Ms. White and
Messrs. Zyla, Stiver and Hein. These Committees often meet simultaneously due to
their similar functionality. Mr. Stiver is Chairman of the Investment Committee,
and Mr. Hein is Chairman of the Asset and Liability Committee. The Investment
Committee has the authority to approve investments in securities eligible for
purchase by a savings association up to $5 million and makes recommendations to
the full Board of Directors of the Savings Bank with respect to investment
policies and investments in excess of $5 million. The Investment Committee also
functions to approve investments in securities eligible for purchase by a
savings and loan holding company. The Investment Committee has authority to
approve investments in securities eligible for purchase by a savings and loan
holding company up to $500,000 and makes recommendations to the full Board of
Directors of the Company with respect to investment policies and investments in
excess of $500,000. The Asset and Liability Committee reviews the interest
bearing liabilities of the Savings Bank against the interest earning assets of
the Savings Bank and operates to manage the interest rate risk of the Savings
Bank. The Investment and the Asset and Liability Committees each met 12 times
during 1998.

Asset Classification Committee of the Savings Bank. The Asset
Classification Committee consists of Ms. White and Messrs. Zyla, Stiver and
Hein. Mr. Zyla is Chairman of the Asset Classification Committee. The Asset
Classification Committee reviews the Savings Bank's loan portfolio to determine
the classification of loans that have some form of deficiency. The Asset
Classification Committee met 12 times during 1998.

Marketing/Community Reinvestment Act Committee of the Savings Bank. The
Marketing/Community Reinvestment Act Committee consists of Ms. White and Messrs.
Dowling, Schoen and Macosko. Ms. White is Chairperson of the Marketing/Community
Reinvestment Act Committee. The Committee oversees the Savings Bank's marketing
efforts and monitors its compliance with the Community Reinvestment Act. The
committee met 3 times during 1998.

Facilities Committee of the Savings Bank. The Facilities Committee consists
of Messrs. McCullough, Dowling and Zyla. Mr. McCullough acts as the Chairman of
the Facilities Committee. This Committee oversees all construction projects and
supervises capital improvements in the nature of plant, property and equipment.
The Committee met 9 times in 1998.

Technology Committee of the Savings Bank. The Technology Committee consists
of Messrs. Hein, Schoen and Zyla. Mr. Zyla is the Chairman of this Committee.
This Committee oversees the acquisition of new technology devices and software
applicable to the banking industry. This Committee reviews and analyzes any Year
2000 issues that arise with the Savings Bank's electronic data proceeding. This
Committee met 3 times in 1998.

DIRECTORS' COMPENSATION

All directors of the Savings Bank were paid a $600 monthly fee in 1998.
There are no separate Board of Directors' fees for the monthly meeting of the
Company. In addition, all outside directors received $150 for each committee
meeting of the Company or the Savings Bank attended during 1998. Although Mr.
Stiver was an outside director in 1998, he did not receive any Board or
Committee fees, but received a monthly stipend in lieu of meeting fees. The
monthly fee for a director for 1999 will be $750. All outside directors will
receive $200 for each committee meeting of the Company or the Savings Bank they
attend during 1999. In addition, the Chairman of the Board of Directors of the
Savings Bank received monthly compensation of $10,000 for the fiscal year ending
1998 for his services as Chairman of the Board of Directors. Effective as of
December 30, 1998, Mr. Stiver, the Chairman of the Board, was appointed Chief
Executive Officer of both the Savings Bank and the Company. Mr. Stiver's total
monthly salary as the Chief Executive Officer of the Company and the Savings
Bank in 1999 will be $12,500. Mr. Stiver will receive no separate fees for
attendance at board meetings or committee meetings. The aggregate amount of fees
paid to the directors for the year ended December 31, 1998 for all board and
committee meetings of the Company and the Savings Bank was $175,650 of which
$120,000 was paid to Mr. Stiver.

9
<PAGE> 13

The Board of Directors of the Company adopted a Stock Option Plan and a
Management Recognition and Retention Plan for the fiscal years ending December
31, 1997 and thereafter. Under these plans the non-employee directors will be
awarded stock options and stock on a formula basis. See "PROPOSAL I--ELECTION OF
DIRECTORS--Benefits--Stock Option Plan and Management Recognition and Retention
Plan".

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth a summary of certain information concerning
the compensation paid by the Company and the Savings Bank for services rendered
in all capacities during the year ended December 31, 1998 to the Chief Executive
Officer of the Company and Savings Bank, and President of the Company, who is
also the President and Treasurer of the Savings Bank. No other executive officer
of the Company or the Savings Bank received an annual salary plus bonuses during
the fiscal year in an amount exceeding $100,000.

SUMMARY COMPENSATION FOR 1998(1)

<TABLE>
<CAPTION>
LONG TERM COMPENSATION
AWARDS(2)
-------------------------
RESTRICTED SECURITIES
STOCK UNDERLYING
OTHER ANNUAL AWARD(S) OPTIONS/ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR(3) SALARY BONUS COMPENSATION ($) SARS(#)(4) COMPENSATION
--------------------------- ------- ------- ----- ------------ ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
John A. Stiver(7) 1998 $ 0 $0 $120,000(5) $ 0 12,841 $ 0
Chairman of the Board and 1997 $ 0 $0 $ 96,000(6) $ 30,072(8) 2,029 $ 0
Chief Executive Officer 1996 $ 0 $0 $ 44,750(7) N/A N/A $ 0

Robert S. Zyla, 1998 $92,000 $0 $ 0 $ 0 -0- $25,428(11)
President of the Company, 1997 $88,000 $0 $ 2,030(9) $112,500(10) 29,071 $26,973(12)
and President and Treasurer 1996 $84,000 $0 $ 0 N/A N/A $21,115(13)
of the Savings Bank
</TABLE>

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

(2) For the year 1996 neither the Company nor the Savings Bank had in place any
stock options, stock incentive, stock appreciation rights or long-term
incentive plans that would fall under the category of long-term
compensation, awards, payout, restrictive stock awards or options/SAR for
separate presentation. The Company adopted a stock option plan and a
management recognition and retention plan at the 1997 annual meeting of
shareholders.

(3) For each of 1998, 1997 and 1996 all compensation of Mr. Stiver and Mr. Zyla
was paid by the Savings Bank.

(4) No stock appreciation rights ("SARs") were granted. This column discloses
the number of shares of Common Stock which can be purchased upon the
exercise of granted stock options. Under the terms of the Stock Option
Plan, 20% of stock options awarded in 1997 have vested.

(5) Mr. Stiver received a $10,000 monthly stipend in 1998 as Chairman of the
Board of Directors. No other fees for Board Meetings or Committee Meetings
were paid in 1998 to Mr. Stiver.

(6) Mr. Stiver received a $8,000 monthly stipend in 1997 as Chairman of the
Board of Directors. No other fees for Board Meetings or Committee Meetings
were paid in 1997 to Mr. Stiver.

(7) Mr. Stiver received a $2,500 monthly stipend in 1996 as Chairman of the
Board of Directors. The 1996 director's fee of $500 per meeting was paid
for 13 meetings. Mr. Stiver also received committee fees of $8,250 in 1996,
at $125 per committee meeting attended.

10
<PAGE> 14

(8) The Company awarded Mr. Stiver 2,324 shares of Common Stock during 1997
pursuant to the Management Recognition and Retention Plan and Trust. The
dollar value of $30,072 represents the product of the number of shares
granted to Mr. Stiver on April 23, 1997 times the fair market of the Common
Stock on such date, which fair market value was $12.94. Dividends on these
shares will be paid in cash. A total number of 1,392 of these 2,324 shares
of Common Stock awarded to Mr. Stiver during 1997 will vest over the three
year period including 1999, 2000 and 2001. The number of shares vesting in
1999, 2000 and 2001 will be 464 each. 20% of shares granted during 1997
under the Management Recognition and Retention Plan and Trust have vested.

(9) Includes unused accrued vacation pay of $2,030 for 1997. This figure does
not include amounts attributable to miscellaneous benefits received by Mr.
Zyla. In the opinion of the management of the Company, the costs to the
Company of providing such benefits to Mr. Zyla during the years ended
December 31, 1998, 1997 and 1996 did not exceed the lesser of $50,000 or
10% of the total of annual salary and bonus reported for Mr. Zyla.

(10) The Company awarded Mr. Zyla 8,694 shares of Common Stock during 1997
pursuant to the Management Recognition and Retention Plan and Trust. The
dollar value of $112,500 represents the product of the number of shares
granted to Mr. Zyla on April 23, 1997 times the fair market of the Common
Stock on such date, which fair market value was $12.94. Dividends on these
shares will be paid in cash. A total number of 5,216 of these 8,694 shares
of Common Stock awarded to Mr. Zyla during 1997 will vest over the three
year period including 1999, 2000 and 2001. The number of shares vesting in
1999, 2000 and 2001 will be 1,738 each. 20% of shares granted during 1997
under the Management Recognition and Retention Plan and Trust have vested.

(11) This amount includes a fee of $7,200 paid for service as a member of the
Board of Directors of each of the Company and/or the Savings Bank for the
year ending December 31, 1998. This amount includes a payment of $10,361 by
the Company or the Savings Bank to the defined benefit plan which was based
on the services of Mr. Zyla for the year ending December 31, 1998. There
were no contributions made by the Company or the Savings Bank to the 401(k)
account for Mr. Zyla in 1998. This amount includes $7,867 for the year
ending December 31, 1998, which is the fair market value of the Common
Stock as of the date of allocation of such stock for 1998 from the ESOP
share suspension account to the account maintained by the ESOP for Mr.
Zyla.

(12) This amount includes a fee of $6,000 paid for service as a member of the
Board of Directors of each of the Company and/or the Savings Bank for the
year ending December 31, 1997. This amount includes a payment of $10,093 by
the Company or the Savings Bank to the defined benefit plan which was based
on the services of Mr. Zyla for the year ending December 31, 1997. There
were no contributions made by the Company or the Savings Bank to the 401(k)
account for Mr. Zyla in 1997. This amount includes $10,880 for the year
ending December 31, 1997 which is the fair market value of the Common Stock
as of the date of allocation of such stock for 1997 from the ESOP share
suspension account to the account maintained by the ESOP for Mr. Zyla.

(13) This amount includes a fee of $6,500 paid for service as a member of the
Board of Directors of each of the Company and/or the Savings Bank for the
year ending December 31, 1996. This amount includes a payment of $10,591 by
the Company or the Savings Bank to the defined benefit plan which was based
on the services of Mr. Zyla for the year ending December 31, 1996. There
were no contributions made by the Company or the Savings Bank to the 401(k)
account for Mr. Zyla in 1996. This amount includes $4,024 for the year
ending December 31, 1996, which is the fair market value of the Common
Stock as of date of allocation of such stock for 1996 from the ESOP share
suspension account to the account maintained by the ESOP for Mr. Zyla.

11
<PAGE> 15

OPTION/SAR GRANTS FOR 1998(1)

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
--------------------------- VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF
SECURITIES Options/SARs STOCK PRICE
UNDERLYING GRANTED TO APPRECIATION FOR
OPTIONS/SARS EMPLOYEES IN EXERCISE OR OPTION TERM
GRANTED FISCAL YEAR BASE PRICE EXPIRATION --------------------
NAME (#)(2)(3) (4) ($/SH)(5) DATE 5%($) 10%($)
---- ------------ ------------ ----------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
John A. Stiver 12,600(6) 88.02 $12.14 12/30/08 $96,198 $243,785
Chief Executive Officer of
the 241(7) 1.68 $20.60 4/29/08 $ 3,122 $ 7,912
Company and the Savings Bank
</TABLE>

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

(2) No stock option of shares granted during 1998 have yet vested.

(3) No stock appreciation rights ("SARs") were granted. This column discloses
the number of shares of Common Stock which can be purchased upon the
exercise of stock options granted upon vesting.

(4) No stock appreciation rights ("SARs") were granted to any director, officer
or employee of the Company or the Savings Bank. This column discloses the
ratio expressed as a percentage of the number of options granted to Mr.
Stiver during 1998 to the number of options granted to all employees of the
Company or the Savings Bank during 1998.

(5) Exercise Prices have been restated to reflect stock dividends described in
Footnote (1).

(6) Awarded December 30, 1998 in conjunction with Mr. Stiver's appointment as
full-time Chief Executive Officer.

(7) Subsequent formula award of April 29, 1998.

AGGREGATED OPTION/SAR EXERCISES IN 1998/DECEMBER 31, 1998 OPTION/SAR VALUES(1)

<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END(#)(2) FY-END($)
SHARES --------------- ---------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
---- ----------- ----------------- --------------- ---------------
<S> <C> <C> <C> <C>
John A. Stiver............................ 507 $6,562.50 0/14,870 $ 0/0
Chief Executive Officer of the Company and
Chief Executive Office of the Savings Bank
Robert S. Zyla............................ N/A N/A 5,814/23,257 $ 0/0
President of the Company and President and
Treasurer of the Savings Bank
</TABLE>

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

(2) 20% stock option of shares granted during 1997 have vested.

12
<PAGE> 16

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The compensation of the executive officers of the Company and the Savings
Bank is set annually by the Compensation Committee of the Company. Salaries of
the executive officers of the Savings Bank cover the services provided for both
the Savings Bank and the Company. There is no separate salary for service as an
officer of the Company. During the fiscal year ended December 31, 1998, the
Compensation Committee of the Company consisted of Messrs. Stiver, Dowling,
Macosko, McCullough and Schoen. Each of these gentlemen participated in setting
executive compensation for the officers of the Company and the Savings Bank. In
1999, Mr. Stiver will no longer be a member of the Compensation Committee, and
this committee will consist of the four outside directors.

As of December 31, 1998, John A. Stiver, Chief Executive Officer and the
Chairman of the Board, and C&J Leasing Co. (of which Mr. Stiver is owner) have
borrowings from the Savings Bank with a total aggregate balance of $293,491 at
December 31, 1998. The largest aggregate balance during 1998 of Mr. Stiver's
loans (and his affiliates) was $295,841. These loans were made in the ordinary
course of business on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons. These extensions do not involve more than the normal risk of
collectability or present other unfavorable features. Mr. Stiver also leases
space from the Savings Bank for his offices at an annual rental of $11,100,
which management believes is comparable to rates chargeable to unrelated third
parties for rentals of similar space. Please see "PROPOSAL I--ELECTION OF
DIRECTORS--Directors' Compensation" above for the compensation earned by Mr.
Stiver as Chief Executive Officer and as the Chairman of the Board.

In addition, Mr. Stiver's accounting firm has prepared the federal and
state tax returns and filings of the Company and the Savings Bank and during
1998 received fees of $5,700 for this service. Mr. Stiver's accounting firm has
also been retained to prepare the federal and state tax returns and filings of
the Company and the Savings Bank due during 1999 and will receive a fee not to
exceed $6,000 for these services. Management believes this fee for tax
preparation services is comparable to rates charged by unrelated third parties
for comparable services.

As of December 31, 1998, the Savings Bank had committed to make an
additional loan to Mr. Stiver in an amount not to exceed $93,000. This loan
commitment was made in the ordinary course of business of the Savings Bank on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons. These
extensions do not involve more than the normal risk of collectability or present
other unfavorable features.

As of December 30, 1998, the Company had committed to make a loan to Mr.
Stiver of $250,000 as part of the terms of his employment contract. The Board of
Directors believes that the terms of this loan, including interest rate,
repayment schedule and assignment of life insurance as collateral, are
comparable to terms available to third party Borrowers of the Savings Bank. See
Employment Contract for John A. Stiver for additional details.

Charles P. McCullough, a director of the Savings Bank, is an attorney and a
shareholder with the law firm of Tucker Arensberg, P.C., which has been retained
by the Savings Bank and the Company with respect to certain legal matters on an
ongoing basis. The Company and the Savings Bank expect this relationship to
continue.

Dowling, Inc., (which is owned by Martin W. Dowling) had one borrowing from
the Savings Bank which paid off during fiscal 1998. The largest balance
outstanding during 1998 to Dowling, Inc., was $15,829. This credit line was made
available in the ordinary course of business of the Savings Bank on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons. This
extension of credit did not involve more than the normal risk of collectability
or present other unfavorable features.

REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

The salaried executive officers of the Company and the Savings Bank consist
of Mr. John A. Stiver (Chief Executive Officer of the Company and Chief
Executive Officer of the Savings Bank), Mr. Robert S. Zyla (President of the
Company and President and Treasurer of the Savings Bank), Mr. James M. Hein
(Controller of the Company and Chief Financial Officer of the Savings Bank) and
Ms. Patricia A. White (Treasurer and Secretary of the Company and Executive Vice
President and Secretary of the Savings Bank). The salaries of
13
<PAGE> 17

Messrs. Stiver, Zyla and Hein and Ms. White are set at the Savings Bank level.
No separate salary is paid for service as an officer of the Company.

The Board of Directors of the Savings Bank meets annually to review
compensation paid to senior management. Mr. Stiver (since beginning as officer
of the Company and Savings Bank), Mr. Zyla and Ms. White abstain from board
discussion of executive compensation. The Board of Directors of the Savings Bank
reviews various published surveys of compensation paid to employees performing
similar duties for depository institutions and their holding companies, with a
particular focus on the level of compensation paid by comparable institutions in
and around the Savings Bank market area, including institutions with total
assets of less than $200 million. Although the Board of Directors of the Savings
Bank does not specifically set compensation levels for executive officers based
on whether particular financial goals have been achieved by the Savings Bank,
the Board of Directors of the Savings Bank does consider the overall
profitability of the Savings Bank when making these decisions. With respect to
each particular employee, his or her particular contributions to the Savings
Bank over the past year are also evaluated.

Mr. John A. Stiver, Chairman and Chief Executive Officer of both the
Company and the Savings Bank, received a monthly stipend of $10,000 in 1998.
Effective as of December 30, 1998, Mr. Stiver became a full-time employee. For
the fiscal year ending December 31, 1999, the Board of Directors of the Savings
Bank set the base salary for Mr. Stiver at $150,000. Mr. Stiver does not receive
any fees for Board or Committee Meetings.

Mr. Robert S. Zyla, President and Treasurer of the Savings Bank, received
an increase in his base salary from $88,000, the base salary for the fiscal year
ending December 31, 1997, to $92,000, the base salary for the fiscal year ending
December 31, 1998. For the fiscal year ending December 31, 1999 the Board of
Directors of the Savings Bank has set the base salary for Mr. Zyla at $95,000.
The Compensation Committee does not consider corporate performance in its
determination but only compensation by comparable companies adjusted by an
evaluation of the officer's performance.

The Board of Directors will consider the annual compensation paid to
executive officers of financial institutions in the Commonwealth of Pennsylvania
and surrounding states with assets of less than $200 million and the individual
job performance of such individual in consideration of its specific salary
increase decision with respect to compensation to be paid to the Chief Executive
Officer, President, Executive Vice President and Chief Financial Officer in the
future.

The Compensation Committee consisted of Mr. Stiver, who chaired this
committee in 1998, and Messrs. Dowling, Macosko, Schoen and McCullough. Mr.
Stiver is no longer a member of this Committee, and a new chairman has not yet
been named.

The following is a graph comparing the Company's cumulative total
shareholder returns with the performance of the NASDAQ Stock Market index (US
Companies), NASDAQ Financial Stocks index and the stock index for thrift
institutions with less than $250 million in assets maintained by SNL Securities
LP, in which group the Company is included. For each of the Company and each
such index the graph begins with June 27, 1996 (the first day of trading of the
Company's Common Stock) and ends on December 31, 1998.

14
<PAGE> 18

PERFORMANCE GRAPH

<TABLE>
<CAPTION>
NASDAQ
MEASUREMENT PERIOD PRESTIGE NASDAQ - FINANCIAL
(FISCAL YEAR COVERED) BANCORP, INC. TOTAL US INDEX SNL
<S> <C> <C> <C> <C>
6/27/96 100.00 100.00 100.00 100.00
12/31/96 130.12 110.44 121.20 108.90
6/30/97 151.20 123.59 147.23 127.47
12/31/97 194.19 135.49 185.15 167.55
6/30/98 204.75 163.12 191.18 167.89
12/31/98 144.09 190.46 179.14 136.16
</TABLE>

<TABLE>
<CAPTION>
PERIOD ENDING
---------------------------------------------------------------------
Index 6/27/96 12/31/96 6/30/97 12/31/97 6/30/98 12/31/98
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PRESTIGE BANCORP, INC. 100.00 130.12 151.20 194.19 204.75 144.09
NASDAQ TOTAL RETURN 100.00 110.44 123.59 135.49 163.12 190.46
NASDAQ FINANCIAL INDEX 100.00 121.20 147.23 185.15 191.18 179.14
SNL < $250M THRIFT INDEX 100.00 108.90 127.47 167.55 167.89 136.16
</TABLE>

The Company made 4 cash dividend payments for the year ended December 31,
1998 which amounted to $.20 per share in the aggregate. The Board of Directors
of the Company also declared a 15% stock dividend for holders of the Common
Stock of record as of June 2, 1998 and payable on June 18, 1998. The Board of
Directors of the Company declared a $.06 per share cash dividend for the holders
of the Common Stock of record as of March 1, 1999 and payable on March 19, 1999.
In addition, the Board of Directors also declared a 5% stock dividend for
shareholders of record as of March 2, 1999 and payable on March 19, 1999. There
can be no assurance that the Company's stock performance will continue into the
future with the same or similar trend. The Company does not make or endorse any
predictions as to future stock performance.

EMPLOYMENT AGREEMENTS

Employment Agreements for Ms. White and Messrs. Zyla and Hein

In connection with the Conversion, the Company and the Savings Bank
(collectively, the "Employers") entered into employment agreements with each of
Mr. Zyla, Ms. White and Mr. Hein (individually the "Executive" and collectively
the "Executives"). Pursuant to the employment agreements, the Employers employed
each of the Executives for a term of two years, in each case, in their current
positions. The term of each Executive's employment agreement shall be extended
annually for an additional one-year period such that at any time the remaining
term of the agreement will be from one to two years, unless, not less than 30
days prior to the annual anniversary date, a determination not to extend the
agreement is made by either the Company or the Savings Bank or the Executive, or
unless the Executive's employment with the Employers has been previously
terminated.

Each of the employment agreements shall be terminable with or without cause
by the Employers. The Executive shall have no right to compensation or other
benefits pursuant to the employment agreement for any period after voluntary
termination or termination by the Employers for cause, disability, retirement or
death; provided, however, that for the remaining term of the employment
agreement, the Executive may be entitled to

15
<PAGE> 19

supplemental disability benefits upon termination of employment due to
disability. In the event that (1) the Executive terminates his or her employment
(a) because of failure of the Employers to comply with any material provision of
the employment agreement, or (b) for "good reason", as defined in the employment
agreement as a result of certain adverse actions which are taken with respect to
the Executive's employment following a Change in Control of the Company (defined
below), including without limitation, (i) a change in the Executive's title or
duties by the Employers, (ii) a reduction in the Executive's base salary or
fringe benefits; or (iii) a relocation of the principal executive office of the
Employers outside of the Pittsburgh, Pennsylvania area; or (2) prior to a Change
in Control the employment agreement is terminated by the Employers without
cause, or for other than the disability, retirement or death of the Executive,
the Executive, or in the event of the Executive's death, his beneficiary or
estate, will be entitled to the continuation of the base salary and certain
fringe benefits that the Executive was receiving at the time of such termination
for the remaining term of the agreement (approximately one to two years).
Following a Change in Control, if the employment agreement is terminated by the
Employers without cause, or for other than the disability, retirement or death
of the Executive, for purposes of determining the duration of severance pay, the
remaining term of the agreement will be extended for a period of one year and
the Executive, or in the event of the Executive's death, his beneficiary or
estate, will be entitled to the continuation of the base salary and certain
fringe benefits that the Executive was receiving at the time of such termination
for the remaining extended term of the agreement (approximately two to three
years). Under such circumstances and based upon current levels of Executive base
salary, base salary and fringe benefits would continue for a period not to
exceed three years and one month, resulting in a maximum base salary
continuation benefit to the three Executives of $1,143,143 in the aggregate
assuming all three Executives were entitled to base salary continuation
benefits, payable over approximately 37 months.

A Change in Control is generally defined in the employment agreement to
include any change in control of the Company required to be reported under the
federal securities laws, as well as (i) the acquisition, directly or indirectly,
by any person of 25% or more of the combined voting power of the Company's
then-outstanding securities or (ii) a change in a majority of the directors of
the Company during any period of two consecutive years without the approval of
at least two-thirds of the persons then still in office who were directors of
the Company at the beginning of such period.

Each employment agreement provides that in the event that any of the
payments to be made thereunder or otherwise upon termination of employment are
deemed to constitute "excess parachute payments" within the meaning of Section
280G of the Internal Revenue Code ("Code"), then such payments and benefits
received thereunder shall be reduced, in the manner determined by the employee,
by the amount, if any, which is the minimum necessary to result in no portion of
the payments and benefits being non-deductible by the Employers for Federal
income tax purposes. Excess parachute payments generally are payments in excess
of three times the base amount, which is defined to mean the recipient's average
annual compensation from the employer includable in the recipient's gross income
during the most recent five taxable years ending before the date on which a
change in control of the employer occurred. Recipients of excess parachute
payments are subject to a 20% excise tax on the amount by which such payments
exceed the base amount, in addition to regular income taxes, and payments in
excess of the base amount are not deductible by the employer as compensation
expense for Federal income tax purposes.

Employment Agreement of John A. Stiver

In connection with the retention of John A. Stiver as Chief Executive
Officer of the Company and the Savings Bank, the Company and the Savings Bank
(collectively, the "Employers") entered into an employment agreement with Mr.
Stiver effective December 30, 1998. Pursuant to the employment agreement, the
Employers shall employ Mr. Stiver for a term of two years as the Chief Executive
Officer of the Company and the Savings Bank. The term of Mr. Stiver's employment
agreement shall be extended annually for an additional one-year period such that
at any time the remaining term of the agreement will be from one to two years,
unless, not less than 30 days prior to the annual anniversary date, a
determination not to extend the agreement is made by either the Company or the
Savings Bank or Mr. Stiver, or unless Mr. Stiver's employment with the Employers
has been previously terminated.

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<PAGE> 20

Mr. Stiver's compensation under the terms of his employment agreement is
divided into several components. The employment agreement sets forth a base
salary of One Hundred Fifty Thousand Dollars ($150,000.00) 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") and which may not be
decreased without Mr. Stiver's express written consent. Mr. Stiver will also
receive incentive compensation (the "Incentive Compensation") equal to five
percent (5%) of the Company's positive consolidated net income before taxes and
Special Assessments (as hereinafter defined) for each calendar quarter ($0 if a
net loss before taxes and Special Assessments), as reflected in the Company's
published and reported earnings for such calendar quarter, to be paid within 45
days of the end of each calendar quarter. In the event that at the time of
payment of Incentive Compensation the Company or the Savings Bank is in
non-compliance, or would be placed in non-compliance, with specified regulatory
capital requirements, Mr. Stiver's employment agreement provides that the
payment of Incentive Compensation may be postponed or paid in installments in a
manner which will maintain all such applicable regulatory capital requirements.
As used herein, the term "Special Assessments" shall mean such special
assessments or surcharges established and imposed by the federal government on
savings banks as a class which are payable from the revenues of the Savings
Bank, which such assessments or surcharges are of a type not in existence on
December 30, 1998.

As part of the employment agreement, effective December 30, 1998 Mr. Stiver
was awarded incentive stock options in the amount of 6,000 shares of the
Company's common stock and non-incentive stock options in the amount of 6,000
shares of the Company's common stock under the existing 1997 Stock Option Plan
of the Company. The stock options have an exercise price of $12.75 per share and
will vest at the rate of 20% per year over a period of 5 years.

During the term of Mr. Stiver's employment agreement, Mr. Stiver shall be
entitled to receive all of the same employee benefits as the other executive
employees of the Employers receive, and Mr. Stiver shall participate in and
receive the benefits of any group insurance, health and accident insurance,
disability insurance, life insurance, 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 Company and the Savings
Bank. In the event of the disability of Mr. Stiver during the term of the
employment agreement which qualifies Mr. Stiver for disability benefits under
any long-term disability plan maintained by either the Company or the Savings
Bank (the "Disability Plan"), the Employers shall supplement such Disability
Plan benefits for a specified period of time by paying to Mr. Stiver the
difference between 100% of Mr. Stiver's base salary and the disability benefits
paid under the Disability Plan, provided that such supplemental disability
benefits shall not exceed 50% of the Mr. Stiver's Base Salary.

Pursuant to Mr. Stiver's employment agreement, the Company has extended to
Mr. Stiver a $250,000 term loan, repayable in equal annual principal
installments of $25,000 each over a ten year period, with interest payable
quarterly at a floating annual interest rate equal to the per annum floating
margin interest of Merrill Lynch on accounts with balances in excess of
$100,000. This loan is a personal unsecured loan; however, Mr. Stiver is
arranging to assign the death benefit of a life insurance policy owned by Mr.
Stiver to the Company as security for the loan in the event of his death.

Mr. Stiver's employment agreement requires the Company and the Savings Bank
to provide Mr. Stiver with an automobile registered and leased by the Company or
the Savings Bank; provided, 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. Mr. Stiver will insure the automobile under terms and conditions
acceptable to the Company and the Savings Bank, at his cost and expense. The
Company and the Savings Bank will pay all reasonable maintenance and operating
costs and expenses of the leased automobile.

Mr. Stiver's employment agreement shall be terminable by the Employers at
any time, with or without cause. In the event of termination of the employment
agreement (i) by mutual agreement, (ii) by an Employer for "cause," (iii) by the
retirement or death of Mr. Stiver, (iv) by an Employer after six months of Mr.
Stiver's disability, or (v) by Mr. Stiver for other than "good reason," Mr.
Stiver shall be entitled to that compensation (including Incentive Compensation)
and benefits which have accrued through the date of termination at which

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<PAGE> 21

time all compensation and benefits shall cease (except for certain disability
benefits which may extend beyond the date of termination). In the event of
termination of the employment agreement (i) by either or both Employers without
"cause," (ii) by Mr. Stiver for "good reason," or (iii) for any reason other
than (a) the mutual agreement of the Employers and Mr. Stiver, (b) the
retirement or death of Mr. Stiver or (c) termination by any Employer following
after six months of disability, Mr. Stiver shall be entitled to that
compensation (including Incentive Compensation) and benefits which have accrued
through the date of termination and, in addition, the Employers shall pay Mr.
Stiver certain "liquidated damages" to compensate Mr. Stiver for such items as
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 amount of the "liquidated damages" shall equal Mr. Stiver's annual
Base Salary as of the date of termination multiplied by the number of years, or
portions thereof, remaining in the period commencing with the date of
termination and ending one year after the last day of the remaining term of the
employment agreement (approximately two to three years), discounted to present
value on the date of payment at a discount rate of 6%. The "liquidated damages"
will be paid in one lump sum no later than sixty days following the date of
termination; provided, however, that in the event that at the time of expensing
the "liquidated damages" the Company or the Savings Bank is in non-compliance,
or would be placed in non-compliance, with specified regulatory capital
requirements, Mr. Stiver's employment agreement provides that the payment of
"liquidated damages" may be postponed or paid in installments in a manner which
will maintain all such applicable regulatory capital requirements. Under such
circumstances and based upon current levels of Mr. Stiver's Base Salary,
"liquidated damages" at any time equals a minimum of approximately $282,500 and
a maximum of approximately $411,500.

Mr. Stiver's employment agreement provides that: (i) termination of the
employment agreement by an Employer 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 the employment agreement which has not been cured by Mr. Stiver
within thirty days of his receipt of written notice of such breach; and (ii)
termination of the employment agreement by Mr. Stiver for "good reason" shall
mean termination by Mr. Stiver for any one or more of the following: (a) the
failure to retain Mr. Stiver as Chief Executive Officer of the Company and the
Savings Bank or a material adverse change in Mr. Stiver's functions, duties or
responsibilities as Chief Executive Officer of the Company or Savings Bank,
without his consent; (b) a reduction in Mr. Stiver's Base Salary or total
compensation and benefits, without his consent; (c) a relocation of the
principal executive office of the Employers outside of the Pittsburgh,
Pennsylvania area or a relocation of Mr. Stiver, without his consent; (d) any
"change in control" of the Company or the Savings Bank; (e) the filing of a
voluntary or involuntary petition for bankruptcy, reorganization or similar
proceeding with respect to the Company or the Savings Bank; or (f) any breach by
either Employer or both of them of any material provision of the employment
agreement which has not been cured within thirty days of receipt of notice of
such breach; and (iii) a "change in control" means any change in control
required to be reported under the federal securities laws, as well as (a) the
acquisition, directly or indirectly, by any person of 25% or more of the
combined voting power of the Company's or Savings Bank's then-outstanding
securities or (b) a change in a majority of the directors of the Company or
Savings Bank during any period of two consecutive years without the approval of
at least two-thirds of the persons then still in office who were directors of
the Company or the Savings Bank at the beginning of such period.

In the event that any of the payments to be made under Mr. Stiver's
employment agreement which are contingent upon certain types of changes in
control or ownership of the Company or the Savings Bank are deemed to constitute
"excess parachute payments" within the meaning of Section 280G of the Internal
Revenue Code ("Code"), then: (i) Mr. Stiver shall be subject to a 20% excise tax
on the amount of the excess parachute payments, in addition to regular income
taxes, and (ii) excess parachute payments will not be deductible by the
Employers as compensation expense for Federal income tax purposes. Excess
parachute payments generally are equal to the excess of (a) the present value of
the compensation payments made to Mr. Stiver contingent upon a change in control
or ownership, over (ii) three times Mr. Stiver's average annual compensation
from the Employers includable in Mr. Stiver's gross income during the most
recent five taxable years ending before the date on which a change in control or
ownership occurred.

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<PAGE> 22

BENEFITS

DEFINED BENEFIT PLAN AND TRUST

The Savings Bank has a defined benefit pension plan and trust ("Defined
Benefit Plan") covering substantially all of its employees. After the
Conversion, the Company joined as a participant in this Defined Benefit Plan.
The benefits are based on years of service and employees' compensation.
Employees of the Savings Bank and the Company are eligible to participate in the
Defined Benefit Plan after one year of service and attainment of age 21. In
general, the Defined Benefit Plan provides for benefits to a participant payable
monthly upon normal retirement at age 65 (or, if later, the 5th anniversary of
the participant's original date of participation) in an amount equal to 2% of
the participant's average monthly compensation multiplied by the participant's
first 20 years of benefit service, plus 1% of such average monthly compensation
multiplied by the participant's next 10 years of benefit service. "Years of
benefit service" is limited to 30 years. "Average monthly compensation" is the
average monthly compensation paid to the participant over the three consecutive
plan years of benefit service which produce the highest average during the 10
years preceding the participant's retirement, death or termination of
employment. Compensation means the total earnings received by the participant
from the Savings Bank and the Company which are subject to Federal income tax,
including salary deferrals made on behalf of a participant to the Code Section
401(k) Profit Sharing Plan and Trust (the "401(k) Plan") maintained by the
Savings Bank and the Company. A participant may elect to retire early (and
receive a reduced monthly benefit) on or after the participant has attained the
age of 60 and has provided 20 continuous years of service. Alternatively, a
participant may elect a late retirement and receive an adjusted benefit. A year
of service is any year in which an employee works a minimum of 1,000 hours.
Under the Defined Benefit Plan, a participant's benefits are fully vested after
five years of benefit service at a rate of 20% after two years and an additional
20% for each additional year. In addition, a participant's benefits are fully
vested upon the participant attaining the normal retirement age of 65 or
provided the participant is still employed by the Savings Bank and the Company,
upon the participant attaining the early retirement age of 60 and having been
employed by the Savings Bank and the Company for at least 20 consecutive years.
The rights of a participant under the Defined Benefit Plan also vest
automatically upon the death or disability of such participant.

Payment of benefits under the Defined Benefit Plan generally will be made
in the form of a guaranteed annuity payable monthly for as long as the
participant lives. If the participant dies before receiving 120 monthly
payments, the remainder of the 120 payments will be paid to the participant's
designated beneficiary. The automatic form of benefit is a life annuity to an
unmarried participant and a qualified joint and survivor annuity to a married
participant, although alternative forms of benefits are available. The Defined
Benefit Plan also provides a qualified pre-retirement survivor annuity and a
pre-retirement death benefit in the event of death of the participant prior to
retirement.

The following table illustrates annual pension benefits for retirement at
age 65 under various levels of compensation and years of service. The figures in
the table assume that the Defined Benefit Plan continues in its present form and
that the participants elect a straight life annuity form of benefit.

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<PAGE> 23

PENSION PLAN TABLE

<TABLE>
<CAPTION>
THREE YEAR YEARS OF CREDITED SERVICE
ANNUAL ---------------------------------------------------------------------------------
AVERAGE 10 YEARS OF 15 YEARS OF 20 YEARS OF 25 YEARS OF 30 YEARS OF 35 YEARS OF
COMPENSATION SERVICE SERVICE SERVICE SERVICE SERVICE SERVICE
- ------------ ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
$ 20,000 $ 4,000 $ 6,000 $ 8,000 $ 9,000 $10,000 $10,000
$ 30,000 $ 6,000 $ 9,000 $12,000 $13,500 $15,000 $15,000
$ 40,000 $ 8,000 $12,000 $16,000 $18,000 $20,000 $20,000
$ 50,000 $10,000 $15,000 $20,000 $22,500 $25,000 $25,000
$ 60,000 $12,000 $18,000 $24,000 $27,000 $30,000 $30,000
$ 70,000 $14,000 $21,000 $28,000 $31,500 $35,000 $35,000
$ 80,000 $16,000 $24,000 $32,000 $36,000 $40,000 $40,000
$ 90,000 $18,000 $27,000 $36,000 $40,500 $45,000 $45,000
$100,000 $20,000 $30,000 $40,000 $45,000 $50,000 $50,000
$125,000 $25,000 $37,500 $50,000 $56,250 $62,500 $62,500
$150,000 $30,000 $45,000 $60,000 $67,500 $75,000 $75,000
$175,000 $35,000 $52,500 $70,000 $78,750 $87,500 $87,500
</TABLE>

At December 31, 1998, Mr. Zyla, Ms. White and Mr. Hein had 31, 33 and 12,
respectively, years of benefit credited service under the Defined Benefit Plan.
The credited earnings for Mr. Zyla are approximately the same as the salary and
bonus set forth in the summary compensation table. Benefits under the Defined
Benefit Plan are computed on the basis of straight-life annuity with 120
guaranteed payments. The benefits listed in the Pension Plan Table are not
subject to any deduction for Social Security benefits.

For the years ended December 31, 1998, 1997 and 1996 the Defined Benefit
Plan funding payments amounted to $81,505, $64,697 and $62,121, respectively.
For additional information about the Defined Benefit Plan, see Note 12 of the
Notes to the Financial Statements set forth in the 1998 Annual Report to
Stockholders.

401(k) PLAN AND TRUST

Effective January 1, 1994, the Savings Bank adopted a 401(k) profit sharing
plan and trust (the "401(k) Plan") covering substantially all of its employees.
After the Conversion, the Company joined the Savings Bank as a participant in
this 401(k) Plan. The 401(k) Plan has no age or service requirements as a
condition of eligibility to participate in the 401(k) Plan. In general, the
401(k) Plan allows each participant through a salary reduction arrangement to
elect to have his or her compensation paid by the Savings Bank during the plan
year reduced by up to 10%, subject to certain limitations, and contributed to
the 401(k) Plan. Starting in 1997 a participant's compensation could only be
reduced by 7% with such reduction contributed to the 401(k) Plan. A
participant's compensation includes his or her W-2 compensation and other
compensation which is not currently includable in the participant's gross income
by reason of Code Sections 125, 401(a)(8), 402(h)1)(B), or 403(b) (the
"Compensation"). The Savings Bank and the Company may make matching
contributions on behalf of all participants equal to a discretionary percentage,
to be determined by the Savings Bank and the Company, of the participant's
elective salary reduction. In addition, the Savings Bank and the Company may
make a discretionary contribution which is not limited to its current or
accumulated net profit, to be allocated in the same proportion as each
participant's Compensation bears to the total of such Compensation for all
participants. All employer contributions are discretionary, and not mandatory.
Participants are provided with the opportunity to direct the investment of their
account balances in the 401(k) Plan through one or more investment funds.
Contributions made by a participant through a salary reduction arrangement are
credited to a participant's elective account, are fully vested when made and
cannot be forfeited for any reason. Employer contributions, if any, are credited
to an employer contribution account for each participant. A participant is fully
vested in the employer contribution account after five years of credited service
with the Savings Bank or the Company. If the participant terminates employment
for any reason other than normal retirement at age 65, late retirement, death or
total and permanent disability, any amount in the employer contribution account
which is not vested will be forfeited. There are no provisions for early
retirement benefits or pre-retirement distributions. Withdrawals from a
participant's elective account are not permitted except in the event of normal
retirement at age 65, disability, termination of

20
<PAGE> 24

employment or a specified hardship. Distributions of benefits under the 401(k)
Plan will be made in a cash lump sum payment. For the years ended December 31,
1998, 1997 and 1996, neither the Company nor the Savings Bank made a matching or
other discretionary contribution to the 401(k) Plan.

EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST

In connection with the Conversion, the Company established, and the Savings
Bank adopted, an employee stock ownership plan (the "ESOP") for employees of the
Company and the Savings Bank. Substantially all employees of the Company and the
Savings Bank are eligible to participate in the ESOP. The ESOP will have no age
requirement and a one hour service requirement as a condition of eligibility to
participate. The Company has received from the Internal Revenue Service a
favorable determination letter as to the tax-qualified status of the ESOP.

As part of the Conversion, the ESOP borrowed $770,410 from the Company to
fund the purchase of 8% of the Common Stock issued in connection with the
Conversion. The loan to the ESOP will be repaid principally from the Company's
and the Savings Bank's contributions to the ESOP over a period of 15 years, and
the collateral for the loan will be the Common Stock purchased by the ESOP and
remaining unallocated to participant accounts. The interest rate for the ESOP
loan is a fixed rate of 7%. The Company or the Savings Bank may, in any plan
year, make additional discretionary contributions for the benefit of plan
participants in either cash or shares of Common Stock, which may be acquired
through the purchase of outstanding shares in the market or from individual
stockholders, through the original issuance of additional shares by the Company
or through the sale of treasury shares by the Company. Such purchases, if made,
would be funded through additional borrowings by the ESOP or additional
contributions from the Company or the Savings Bank. The timing, amount and
manner of future contributions to the ESOP will be affected by various factors,
including prevailing regulatory policies, the requirements of applicable laws
and regulations and market conditions.

Shares purchased by the ESOP with the proceeds of the loan will be held by
the trustees in a suspense account and released on a pro rata basis as debt
service payments are made. Discretionary contributions to the ESOP and shares
released from the suspense account will be allocated among participants on the
basis of compensation for the year of allocation. Participants must be employed
by the Company or the Savings Bank on the last day of the plan year in order to
receive an allocation. Forfeitures will be reallocated among remaining
participating employees. Participants will vest in their right to receive their
account balances within the ESOP at the rate of 20% per year, starting with
completion of their third year of credited service, until 100% vesting is
achieved after seven years of credited service. For purposes of vesting, credit
was given for years of service with the Savings Bank prior to the adoption of
the ESOP. A year of credited service will be earned by a participant for each
calendar year in which the participant is credited with at least 100 hours of
service for the Company or the Savings Bank. Prior to the completion of three
years of credited service, a participant who terminates employment will not
receive any benefit under the ESOP. Participants will become 100% vested in the
ESOP upon the attainment of age 65, death, disability or termination of the
ESOP. Benefits may be payable upon retirement, disability or separation from
service. The Company's and the Savings Bank's contributions to the ESOP are not
fixed, so benefits payable under the ESOP cannot be estimated.

The Board of Directors of the Company appointed a committee of Messrs.
Zyla, Stiver and Hein to administer the ESOP. Messrs. John A. Stiver and Robert
S. Zyla serve as trustees of the ESOP. Under the ESOP, the trustees must vote
all allocated shares held in the ESOP in accordance with the instructions of the
participating employees, and allocated shares for which employees do not give
instructions, and unallocated shares, will be voted by the ESOP trustees in the
same ratio on any matter as to those shares for which instructions are given.

STOCK OPTION PLAN

The shareholders of the Company, at the recommendation of the Board of
Directors, adopted a 1997 stock option plan for the Company and it subsidiaries
at the annual meeting of the Company held on April 23, 1997 (the "Stock Option
Plan"). The Stock Option Plan provides for the grant of incentive stock options
("Incentive Stock Options") and non-incentive or compensatory stock options
("Non-Incentive Stock Options"); the

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<PAGE> 25

Incentive Stock Options and the Non-Incentive Stock Options are referred to
herein collectively as "Stock Option Awards" or "Options"). The Company may
award Incentive Stock Options and/or Non-Incentive Stock Options to acquire
shares of Common Stock from time to time to officers and key employees
(excluding non-employee directors) of, and other persons providing services to,
the Company, the Savings Bank and certain affiliates participating in the Stock
Option Plan (collectively the "Employees"). Incentive Stock Options may only be
granted to Employees. Non-employee directors of the Company, the Savings Bank
and certain affiliates participating in the Stock Option Plan are not eligible
to receive discretionary Incentive Stock Options, but may only receive
Non-Incentive Stock Options awarded pursuant to a formula system. No recipient
of a Stock Option Award shall have any rights of a stockholder of the Company,
including, without limitation, voting and dividend rights, until shares of
Common Stock are issued to him and he becomes the record owner of such shares.

The Stock Option Plan is administered and interpreted by the Board of
Directors of the Company. The Board of Directors of the Company has the option
to appoint an advisory committee of two or more non-employee directors of the
Company (the "Committee") to make recommendations concerning the level of the
discretionary Stock Option Awards and other administrative issues that arise
during the operation of the Stock Option Plan.

Under the Stock Option Plan, the Board of Directors of the Company
determines which Employees will be granted options, whether such options will be
Incentive Stock Options or Non-Incentive Stock Options, the number of shares
subject to each Option, the exercise price of such Options (which must be at
least fair market value at the time of the grant of the Option), and whether
such Options may be exercised by delivering other shares of Common Stock and
when such Options become exercisable. Each Non-Incentive Stock Option and
Incentive Stock Option will be evidenced by a stock option agreement. Incentive
Stock Options are further restricted by the terms of the Internal Revenue Code.

Under the Stock Option Plan, non-employee directors of the Company, the
Savings Bank and certain affiliates participating in the Stock Option Plan will
receive Non-Incentive Stock Options on a formula basis. Each person that was
serving as a non-employee director of the Company or the Savings Bank
immediately after the shareholder adoption of the Stock Option Plan received in
1997 Non-Incentive Stock Options for 1,000 shares of Common Stock plus 100
additional shares of Common Stock for each full year of service as a
non-employee director of the Savings Bank. Subject to availability of shares of
Common Stock allocated to formula awards, (i) each new non-employee director of
the Company, the Savings Bank and each affiliate participating in the Stock
Option Plan, will receive Non-Incentive Stock Options for 1,000 shares of Common
Stock upon election to the Board of Directors of the Company, the Savings Bank
or any affiliate participating in the Stock Option Plan, and (ii) following the
Annual Meeting of the stockholders, each non-employee director of the Company,
the Savings Bank and the affiliates participating in the Stock Option Plan will
receive Non-Incentive Stock Options for 100 shares of Common Stock in
consideration for serving as a director, provided that any outside director
elected at the Organizational Meeting or the new board of directors of the
Company as the chairperson of the board of directors of the Company shall be
awarded additional Non-Incentive Stock Options for 100 shares of Common Stock.
Any person serving in the capacity of a non-employee director for more than one
corporation participating in the Stock Option Plan (i.e. a person serving as a
non-employee director of the Company and the Savings Bank) will be limited to
receiving formula awards under the Stock Option Plan with respect to the one
directorship that provides the formula award offering the greatest number of
shares of Common Stock, and will be prohibited from receiving formula awards
with respect to any other directorship.

The per share exercise price of Options will be at least equal to the fair
market value of a share of Common Stock on the date the option is granted. All
Options become vested and exercisable, subject to certain exceptions, at a rate
and subject to such limitations as may be determined by the Board at the time of
the grant, which vesting rate will be no greater than 20% per year beginning one
year from the date of the grant of the Stock Option Award. Under certain
circumstances, the Stock Option Awards may be revoked for misconduct.

A total of 116,284 (adjusted for stock dividends) shares of Common Stock
was reserved for issuance pursuant to the Stock Option Plan, which is 10% of the
Common Stock issued in connection with the Conversion. A total of 16,280
(adjusted for stock dividends) shares of Common Stock were reserved for purposes
of making Non-Incentive Stock Option formula awards to non-employee directors
under the Stock Option Plan, and all

22
<PAGE> 26

formula awards are subject to the availability of shares of Common Stock from
such reserves, including forfeitures. As of December 31, 1998, the Company has
granted Stock Option Awards to directors, officers and employees of the Company
and the Savings Bank to purchase an aggregate of 105,327 shares of Common Stock
at exercise prices ranging from $12.14 per share to $20.60 per share. Shares of
Common Stock needed to satisfy exercises of options may be acquired through open
market purchases, or may be satisfied through the use of authorized but unissued
Common Stock. The current policy of the Board of Trustees is to use treasury
stock or to acquire Common Stock in the open market to satisfy any exercised
Options.

MANAGEMENT RECOGNITION AND RETENTION PLAN AND TRUST

The shareholders of the Company, at the recommendation of the Board of
Directors, adopted a management recognition and retention plan and trust for the
Company and it subsidiaries (the "Recognition Plan") at the annual meeting of
the Company held on April 23, 1997. Officers and key employees of the Company,
the Savings Bank and certain affiliates participating in the Recognition Plan
who are selected by the Board of Directors of the Company, as well as
non-employee directors of the Company, the Savings Bank and certain affiliates
participating in the Recognition Plan are eligible to receive benefits under the
Recognition Plan.

The Recognition Plan is administered and interpreted by the Board of
Directors of the Company. The Board of Directors of the Company has the option
to appoint an advisory committee of two or more non-employee directors of the
Company (the "Committee") to make recommendations concerning the award of Common
Stock under the Recognition Plan and other administrative issues that arise
during the operation of the Recognition Plan. The Board of Directors of the
Company shall from time to time appoint trustees to hold and manage the property
of the trust created pursuant to the Recognition Plan. The Board of Directors of
the Company has initially chosen John A. Stiver and Robert S. Zyla to act as
trustees for the Recognition Plan.

Under the Recognition Plan, the Board of Directors of the Company
determines when awards of Common Stock will be made to officers and key
employees of the Company, the Savings Bank and certain affiliates participating
in the Recognition Plan, which officers and key employees will be awarded Common
Stock and the number of shares subject to each award. Awards under the
Recognition Plan to officers and key employees are at the complete discretion of
the Board of Directors of the Company.

Non-employee directors of the Company, the Savings Bank and certain
affiliates participating in the Recognition Plan will receive awards of Common
Stock on a formula basis. Under the formula applicable to non-employee directors
on the date of the adoption of the Recognition Plan, each non-employee director
of the Company and each non-employee director of the Savings Bank serving as a
director of the Company or the Savings Bank immediately after the adoption of
the Recognition Plan was granted in 1997 an award of 1,000 shares of Common
Stock plus 100 additional shares of Common Stock for each full year of service
as a non-employee director of the Savings Bank. Subject to the availability of
shares of Common Stock allocated to formula awards, (i) each new non-employee
director of the Company, the Savings Bank and each affiliate participating in
the Recognition Plan will receive an award of 1,000 shares of Common Stock upon
election to the Board of Directors of the Company, the Savings Bank or any
affiliate participating in the Recognition Plan, and (ii) following the annual
meeting of the stockholders, each non-employee director of the Company, the
Savings Bank and the affiliates participating in the Recognition Plan will
receive an award of Common Stock of 100 shares in consideration for serving as a
director, provided that any outside director elected at the organizational
meeting for the new board of directors of the Company as the chairperson of the
board of directors of the Company shall be awarded an additional 100 shares of
Common Stock. Any person serving in the capacity of a non-employee director for
more than one corporation participating in the Recognition Plan (i.e. a person
serving as a non-employee director of the Company and the Savings Bank) will be
limited to receiving formula awards under the Recognition Plan with respect the
one directorship that provides the formula award offering the greatest number of
shares, and will be prohibited from receiving awards with respect to any other
directorship.

Shares of Common Stock granted pursuant to the Recognition Plan will be in
the form of restricted stock to be earned and distributed, subject to certain
exceptions, over a five-year period at a rate of 20% per year, beginning one
year from the date of the grant of the award. Under certain circumstances, the
awards may be revoked for misconduct.

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Until shares awarded to a recipient under the Recognition Plan have been
earned and distributed, they may not be sold, pledged or otherwise disposed of
and are required to be held in the Recognition Plan Trust. Under the terms of
the Recognition Plan, all shares which have been awarded, but not yet been
earned and distributed, are required to be voted by the trustees in accordance
with the directions of the recipients, and if no direction is provided by the
recipient the shares will not be voted by the trustees. The trustees will vote
unawarded shares in the same proportion as they receive instructions from
recipients with respect to the awarded shares which have not yet been earned and
distributed. In the event that a tender offer is made, the trustees shall tender
shares held by the trustees which have not been earned and distributed in the
same proportion in which a recipient tenders shares which have been earned and
distributed. Any cash dividends or stock dividends declared in respect of each
share held by the Recognition Plan trust, to the extent such dividends are
attributable to vested and nonforfeitable shares, will be paid by the
Recognition Plan trust as soon as practicable after the Recognition Plan trust's
receipt thereof to the recipient on whose behalf such share is then held by the
Recognition Plan trust. To the extent such dividends are attributable to shares
that are not vested and nonforfeitable, such dividends shall be retained in the
Recognition Plan's trust and paid, as soon as practical after the shares become
vested and non-forfeitable, to the recipient on whose behalf the shares are held
in the Recognition Plan's trust; provided that if such shares so held are
forfeited, such retained dividends will be allocated to the Plan Share Reserve
(as defined in the Recognition Plan).

A total of 46,513 shares of Common Stock has been reserved for issuance
pursuant to the Recognition Plan, which is 4% of the Common Stock issued in
connection with the Conversion. A total of 11,627 shares of Common Stock was
reserved for purposes of making formula awards under the Recognition Plan, and
all formula awards are subject to the availability of shares of Common Stock
from such reserves, including forfeitures. Shares in the Recognition Plan were
acquired through open market purchases. The Company has available sufficient
shares of Common Stock to satisfy the awards outstanding as they vest. The
Company granted shares of Common Stock in 1997 to directors, officers and
employees of the Company and the Savings Bank under the Recognition Plan in an
aggregate of 43,138 shares of Common Stock. In 1998, there were subsequent
awards to employees of 1,014 shares and subsequent non-employee director formula
awards of 483 shares. The share amounts set forth in this paragraph reflect
adjustments due to the two stock dividends of the Company.

Voting rights with respect to the held shares of the Recognition Plan trust
have been allocated among the beneficiaries of such trust pro rata in accordance
with the ratio of the awarded shares of a beneficiary to the total number of the
awarded shares.

TRANSACTIONS WITH CERTAIN RELATED PERSONS

Federal law requires that all loans or extensions of credit to executive
officers and directors must be made in the ordinary course of business and on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with the general public and
must not involve more than the normal risk of repayment or present other
unfavorable features. The Savings Bank's policy provides that all loans made by
the Savings Bank to its directors and officers are made in the ordinary course
of business, are made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
other persons and do not involve more than the normal risk of collectability or
present other unfavorable features.

As of December 31, 1998, John A. Stiver, a director and the Chairman of the
Board of each of the Company and the Savings Bank, and C&J Leasing Co. (of which
Mr. Stiver is owner) have borrowings from the Savings Bank with a total
aggregate balance of $293,491 at December 31, 1998. The largest aggregate
balance during 1998 of Mr. Stiver's loans (and his affiliates) was $295,841.
These loans were made in the ordinary course of business on substantially the
same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with other persons. These extensions do not
involve more than the normal risk of collectability or present other unfavorable
features. Mr. Stiver also leases space from the Savings Bank for his offices at
an annual rental of $11,100, which management believes is comparable to rates
chargeable to unrelated third parties for rentals of similar space.

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<PAGE> 28

In addition, Mr. Stiver has prepared the federal and state tax returns of
the Company and the Savings Bank and during 1998 received a fee of $5,700 for
this service. Mr. Stiver has also been retained to prepare the federal and state
tax returns and filings of the Company and the Savings Bank due during 1999 and
will receive a fee not to exceed $6,000 for these services. Management believes
this fee for tax preparation services is comparable to rates charged by
unrelated third parties for comparable services.

At December 31, 1998, except for Mr. Stiver, no other director or executive
officer, or their affiliates, had aggregate loan balances in excess of $60,000.
Other than Mr. McCullough, no such individual, or his or her affiliate, had
engaged in any transaction during the year ending December 31, 1998, and is not
a party to a present or proposed transaction, with the Company or the Savings
Bank with a value in excess of $60,000. The aggregate amount of loans to
insiders at December 31, 1998 was $301,801, which constitutes 2.0% of the
consolidated equity of the Company and the Savings Bank.

As of December 30, 1998, the Company had committed to make a loan to Mr.
Stiver of $250,000 as part of the terms of his employment contract. The Board of
Directors believes that the terms of this loan, including interest rate,
repayment schedule and assignment of life insurance as collateral, are
comparable to terms available to Mr. Stiver from third party institutions. See
Employment Contract for John A. Stiver for additional details.

The Savings Bank retained media services from a company owned by the
brother of one of the Savings Bank's officers. The total costs for such services
in 1998, 1997 and 1996 were $30,249, $21,070, and $21,590, respectively.

PROPOSAL II--RATIFICATION OF APPOINTMENT OF AUDITORS

Arthur Andersen LLP was the independent public accountant for the Company
and the Savings Bank for the 1998 fiscal year. The Board of Directors has
approved the selection of Arthur Andersen LLP as its auditors for the 1999
fiscal year, subject to ratification by the Company's stockholders. A
representative of Arthur Andersen LLP is expected to be present at the Meeting
to respond to stockholders' questions and will have the opportunity to make a
statement if he or she so desires.

Neither the rules or regulations of the Securities and Exchange Commission
nor the rules of NASDAQ for issues traded through NASDAQ require that the
selection of auditors be submitted to stockholders for approval. The selection
of auditors is an issue for stockholder approval for companies traded on the New
York Stock Exchange. Management believes the selection of auditors is of
particular interest to stockholders. Therefore, management desires to present
the ratification of auditors to the stockholders of the Company. In the event
that the Proposal II is not approved, management will begin to interview public
accounting firms for hire as the new independent auditors of the Company.

RATIFICATION OF THE APPOINTMENT OF THE AUDITORS REQUIRES THE AFFIRMATIVE VOTE OF
A MAJORITY OF THE VOTES CAST BY THE STOCKHOLDERS OF THE COMPANY AT THE MEETING.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE COMPANY'S AND THE
SAVINGS BANK'S AUDITORS FOR THE 1999 FISCAL YEAR.

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FINANCIAL INFORMATION--ANNUAL REPORT

The audited financial statements of the Company for its fiscal year ended
December 31, 1998, prepared in conformity with generally accepted accounting
principles, are included in the Company's 1998 Annual Report to Stockholders
which accompanies this Proxy Statement. These audited financial statements are
incorporated herein by reference. Any stockholder who has not received a copy of
the Company's 1998 Annual Report to Stockholders may obtain a copy by writing to
the Secretary of the Company.

Stockholders may receive without charge a copy of the Company's Annual
Report or the Form 10-K filed with the Securities and Exchange Commission under
the 1934 Act for the year ended December 31, 1998, by writing to the Secretary
of the Company. Upon written request to the Secretary, the Company will furnish
at no cost to any stockholder copies of the exhibits to the Annual Report or the
Form 10-K.

OTHER MATTERS

The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted in respect thereof
in accordance with the judgment of the person or persons voting such proxies.

MISCELLANEOUS

The cost of soliciting proxies will be borne by the Company. The Company
will reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.

STOCKHOLDER PROPOSALS

In order to be eligible for inclusion in the Company's proxy materials for
next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's executive offices at
710 Old Clairton Road, Pleasant Hills, Pennsylvania 15236, no later than
February 28, 2000. Any such proposals shall be subject to the terms of the
Articles of Incorporation of the Company and the requirements of the proxy rules
adopted under the 1934 Act. Any such stockholder proposal shall be subject to
the terms of the Articles of Incorporation of the Company and applicable law.

BY ORDER OF THE BOARD OF DIRECTORS
/S/ PATRICIA A. WHITE
---------------------
Patricia A. White
Secretary
Pleasant Hills, Pennsylvania
March 24, 1999

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REVOCABLE PROXY
PRESTIGE BANCORP, INC.

[X] PLEASE MARK VOTES AS IN THIS EXAMPLE

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS ON MAY 8, 1999

KNOW ALL PERSONS BY THESE PRESENT that the undersigned shareholder of
Prestige Bancorp, Inc. (the "Company"), hereby appoints John A. Stiver,
Robert S. Zyla and Patricia A. White, or any of them, true and lawful attorneys
with power of substitution of each, to vote all shares of the Company which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Shareholders of the Company to be held on May 5, 1999 at The
Georgetown Centre, 526 East Bruceton Road, Pleasant Hills Borough,
Pennsylvania, at 10:30 A.M. (local time) and at any adjournment thereof.

The undersigned hereby revokes any proxy heretofore given with respect to
such shares. Discretionary authority is hereby conferred as to all other
matters as may properly come before the Annual Meeting.

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Please be sure to sign and date |Date |
this Proxy in the box below. | |
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- ----Stockholder sign above---------------Co-holder (if any) sign above----------

1. Election of Directors for Terms For With- For All
Expiring 2002 (except as marked to hold Except
the contrary below): [ ] [ ] [ ]

Martin W. Dowling and Mark R. Schoen

INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below.

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2. Ratification of Appointment of Auditors. For Against Abstain
[ ] [ ] [ ]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY. The above proposals have been put forth by the Board of Directors of
the Company. The attorneys named will vote the shares represented by this proxy
in accordance with the choices made on this card. IF NO CHOICE IS INDICATED FOR
A PROPOSAL, THIS PROXY WILL BE VOTED AFFIMATIVELY ON SUCH PROPOSAL.

PRESTIGE BANCORP, INC. (THE "COMPANY") ANNUAL MEETING TO BE HELD ON MAY 5,
1999 AT 10:30 A.M. LOCAL TIME FOR THE SHAREHOLDERS OF THE COMPANY AS OF MARCH
19, 1999.

The undersigned acknowledges that (s)he has received a Proxy Statement and
Annual Report of the Company prior to signing this Proxy.

Please sign EXACTLY as your name(s) appear(s) hereon. When signing as
attorney, executor, administrator, guardian, trustee, custodian, etc. please
give full title as such. If a corporation or partnership, please sign the full
name by an authorized officer or partner. If stock is owned jointly, all
parties must sign.

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DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.

PRESTIGE BANCORP, INC.
710 OLD CLAIRTON ROAD
PLEASANT HILLS, PA 15236

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| PLEASE ACT PROMPTLY |
| SIGN, DATE & MAIL YOUR PROXY CARD TODAY |
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