PRESTIGE BANCORP INC, DEF 14A, 2000-03-24

PRESTIGE BANCORP INC
DEF 14A, 2000-03-24
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, Pittsburgh, PA
15236-4300 - 412-655-1190 - (Fax) 412-655-2114

March 23, 2000

Dear Stockholder:

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, April 26, 2000 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 which includes the
election of two Directors to the Company's Board of Directors and the
ratification of auditors for the Company. The Board of Directors recommends a
vote "FOR" each matter to be considered.

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, President
and Chief Executive Officer
<PAGE> 3

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 26, 2000

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, April 26, 2000 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, for the fiscal year ending December 31, 2000; 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 13, 2000 are
entitled to vote at the Meeting and any adjournment thereof. On behalf of the
Board of Directors, we urge you to sign, date and return the enclosed proxy card
as soon as possible even if you plan to attend the Annual Meeting.

By Order of the Board of Directors

/s/ Victoria A. Brown

Victoria A. Brown
Secretary

March 23, 2000

YOU CAN HELP THE COMPANY AVOID THE EXPENSE OF FURTHER REQUESTS FOR PROXIES
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> 4

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

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

PROXY STATEMENT

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

ANNUAL MEETING OF STOCKHOLDERS

APRIL 26, 2000

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 April 26, 2000, 10:30 A.M., local time. The
accompanying Notice of Meeting, Proxy and this Proxy Statement are being first
mailed to the Company's stockholders on or about March 30, 2000. 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, 2000. 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" RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP FOR
FISCAL 2000. 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.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Stockholders of record as of the close of business on March 13, 2000
("Voting Record Date"), are entitled to one vote for each share of Common Stock
of the Company then held. As of March 13, 2000, the Company had 980,964 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
<PAGE> 5

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 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 13, 2000, 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 13, 2000 certain information as to the Common Stock
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 13, 2000 MARCH 13, 2000
------------------- ----------------------- --------------------
<S> <C> <C>
Prestige Bancorp Employee Stock Ownership
Plan....................................... 90,812 9.26%
710 Old Clairton Road
Pleasant Hills, PA 15236

John A. Stiver............................... 65,006(2) 6.63%
710 Old Clairton Road
Pleasant Hills, PA 15236

John Hancock Regional Bank Fund.............. 98,015(3) 9.99%
c/o John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, MA 02199

All Directors and Executive Officers as a
Group (7 persons).......................... 140,694(4)(5)(6) 14.34%
</TABLE>

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

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

(2) John A. Stiver is Chairman of the Board and Chief Executive Officer of both
the Savings Bank and the Company, and President of the Company. This figure
also includes 1,395 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. This figure also includes 705 shares of Common
Stock allocated to the account of Mr. Stiver established under the terms of
the Prestige Bancorp Stock Ownership Plan ("ESOP") over which shares Mr.
Stiver possesses the power to direct the exercise of voting rights.

2
<PAGE> 6

(3) John Hancock Advisers, Inc. ("JHA"), the investment advisor of John Hancock
Regional Bank Fund, holds a direct ownership interest of 98,015 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. This figure is
based on Amendment No. 3 to a Schedule 13G filing on December 31, 1999.

(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 13,
2000.

(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 31,123 shares of Common Stock held by Directors in a fiduciary
capacity (other than related to the ESOP 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 16,076 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 figure also includes 3,553 shares of Common Stock
owned by the 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 appointed a committee consisting of Messrs. Zyla, Stiver and
Hein to serve as the ESOP administrative committee ("ESOP Committee") and
Messrs. Zyla and Stiver to serve as the ESOP Trustees ("ESOP Trustees").
After Mr. Zyla's retirement on October 15, 1999, the Board of Directors
appointed Mr. Hein as an ESOP Trustee. No one was appointed to replace Mr.
Zyla on the ESOP Committee. 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 13, 2000, 21,703 shares
have been allocated under the ESOP to participant accounts. As of March 13,
2000, 3,553 shares have been allocated under the ESOP to participant
accounts of executive officers. This figure includes 65,006 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, and
President of the Company.

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

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, 1999.

3
<PAGE> 7

DIRECTOR AND EXECUTIVE TRANSITIONS

Company and Savings Bank President Robert S. Zyla retired October 15, 1999
due to a physical disability. Mr. Zyla began his 32-year career in 1967 with
First Federal Savings and Loan Association of Mount Oliver and held numerous
positions until becoming President in 1989. First Federal Savings and Loan
Association of Mount Oliver changed its name to Prestige Bank in 1991. In
connection with the 1996 formation of Prestige Bancorp, Inc., the savings and
loan holding company for Prestige Bank, A Federal Savings Bank, Mr. Zyla was
appointed the President of Prestige Bancorp, Inc. Mr. Zyla remained on the Board
of Directors for the Company and Savings Bank until December 31, 1999.

Patricia A. White was elected President and Treasurer of the Savings Bank
at its Board of Directors Meeting on January 19, 2000. Mrs. White has been
employed by the Bank for 35 years and has held the positions of Executive Vice
President, Corporate Secretary and Director since 1989. She is also on the Board
of Directors of the Company. John A. Stiver is Chairman and Chief Executive
Officer of the Savings Bank. Chief Financial Officer James M. Hein was elected
to the Savings Bank's Board of Directors for a three-year term to fill the
vacancy of Mr. Zyla. This term expires January, 2003. Victoria A. Brown was
elected Corporate Secretary of the Savings Bank.

Also on January 19, 2000, the Company's Board of Directors elected Chairman
and Chief Executive Officer John A. Stiver as President, Patricia A. White as
Executive Vice President and Treasurer, James M. Hein as Chief Financial Officer
and Victoria A. Brown as Corporate Secretary of the Company. Mr. Hein was
appointed as an interim director to fill the unexpired term of Mr. Zyla and
nominated for a three-year term on the Company's Board of Directors to be voted
upon at this year's Annual Meeting.

PROPOSAL I--ELECTION OF DIRECTORS

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 AND CONTINUING DIRECTORS

Charles P. McCullough and James M. Hein have been nominated by the Board of
Directors to serve as Directors for a three-year term commencing on the date of
the Meeting. Mr. McCullough is currently a member of the Board of Directors. On
January 19, 2000, the Company's Board of Directors appointed Mr. Hein as an
interim Director to fill the unexpired term of Mr. Zyla. 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 (60th) 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 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 tables set forth the names of the nominees and the names of
the Directors continuing in office, their respective names, ages, 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.

4
<PAGE> 8

The second table also sets forth the number of shares beneficially owned and
aggregate percentage of beneficial ownership by the Directors as a group.

BOARD OF DIRECTORS NOMINEES FOR TERM TO EXPIRE IN 2003
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>
Michael R. Macosko........................... 48 1992 2001 17,097(7) 1.74%
John A. Stiver............................... 55 1986 2001 65,006(8) 6.63%
Patricia A. White............................ 53 1989 2001 21,141(9) 2.16%
Martin W. Dowling............................ 73 1992 2002 7,947(10) .81%
Mark R. Schoen............................... 46 1994 2002 6,039(11) .62%
All Directors and Executive Officers as a
Group (7 Persons).......................... -- -- -- 140,694(12) 14.35%
</TABLE>

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

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

(2) As of February 29, 2000.

(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 includes 1,753 shares of Common Stock held individually by Mrs.
McCullough through an IRA account. This figure also includes 993 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."

(6) This figure includes 4,703 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 1,388 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 71,324 shares of

5
<PAGE> 9

Common Stock of the Company owned by the ESOP as to which Mr. Hein acts as
a co-trustee and 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.

(7) This figure includes 1,283 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."

(8) This figure includes 788 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 5,119 shares of Common Stock held by Jackson Group Ltd., a
corporation owned 100% by Mr. Stiver. This figure includes 7,743 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 1,395 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 and Retention Plan and Trust."
This figure also includes 705 shares of Common Stock allocated to the
account of Mr. Stiver established under the terms of the ESOP over which
shares Mr. Stiver 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 71,324 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.

(9) This figure also includes 5,427 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 1,460 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."

(10) This figure also includes 1,210 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."

(11) This figure includes 627 shares of Common Stock held by Mr. Schoen or Mrs.
Schoen as custodian for minor children. This figure also includes 1,065
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."

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

6
<PAGE> 10

DIRECTOR AND EXECUTIVE OFFICER BIOGRAPHICAL INFORMATION

Set forth below are the directors and executive officers of the Company and
the Savings Bank together with information concerning the principal occupations
during the last five years for such directors and executive officers.

MARTIN W. DOWLING has been a Director of the Company since its formation in
1996 and a Director of the Savings Bank since 1992. Mr. Dowling is a director of
Jefferson Hills Real Estate, Inc. and president of Dowling Properties, Inc. He
is also 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 an advisory committee member of Jefferson Hospital and other
healthcare-related organizations.

JAMES M. HEIN was appointed on January 19, 2000 as an interim Director of
the Company to fill the unexpired term of Mr. Zyla. Also that date, Mr. Hein was
elected as a Director of the Savings Bank and appointed Chief Financial Officer
of the Company. Mr. 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 has been a Director of the Company since its formation
in 1996 and a Director of the Savings Bank since 1992. Mr. 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 has been a Director of the Company since its
formation in 1996 and a Director of the Savings Bank since 1995. Mr. 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 has been a Director of the Company since its formation in
1996 and a Director of the Savings Bank since 1994. Currently Mr. Schoen is a
senior manager of investment products and technology for SEI Investments, a
company servicing the mutual fund industry. Prior roles included Senior Manager
of Business Development at Pilgrim Baxter and Associates and Assistant Vice
President of Business Development and Product Administration for Federated
Investors.

JOHN A. STIVER has been a Director of the Company since its formation in
1996 and a Director of the Savings Bank since 1986. On January 19, 2000, Mr.
Stiver was elected President of the Company. Mr. Stiver serves as Chairman of
the Board of Directors of the Company and the Savings Bank and on December 30,
1998 was appointed Chief Executive Officer of the Bank and the Company. Mr.
Stiver is a CPA licensed to practice in Pennsylvania since 1972 and has been a
self-employed CPA since 1980. 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 has been a Director of the Company since its formation in
1996 and a Director of the Savings Bank since 1989. On January 19, 2000, Mrs.
White was elected Executive Vice President and Treasurer of the Company, and
President and Treasurer of the Savings Bank. Prior to that time, she held the
positions of Executive Vice President since 1989 and Corporate Secretary since
1986 with the Savings Bank. 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, Mrs. White had
been Treasurer and Secretary 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 Chairman of the Board or
a majority of the Directors of the Company. During the fiscal year ending
December 31, 1999, the Board of Directors met 12 times. No Director of the
Company

7
<PAGE> 11

attended fewer than 95% 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 consisted of
Mrs. White and Messrs. Zyla, Stiver, and McCullough. Mr. Hein was appointed to
fill the vacancy of Mr. Zyla for 2000. 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 1999.

Audit Committee of the Company. The Audit Committee consists of Messrs.
Dowling, Macosko, Schoen and McCullough. Mr. Schoen is Chairman of the Audit
Committee. The 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 four times during 1999. This Committee functions for both
the Company and the Savings Bank.

Compensation Committee of the Company. The Compensation Committee consists
of Messrs. Dowling, Macosko, Schoen and McCullough. 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 one time during 1999.

The primary business of the Company is conducted through its only
subsidiary, 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, 1999, the Board
of Directors met 12 times. No Director attended fewer than 90% 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 consisted of Mrs.
White and Messrs. Zyla, Stiver, Dowling and McCullough. Mr. Hein was appointed
to fill the vacancy of Mr. Zyla for 2000. Mrs. White and Mr. Stiver Co-chair
this Committee. The Loan Committee has the 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 1999.

Investment and the Asset and Liability Committees of the Savings Bank. The
Investment and the Asset and Liability Committees each consisted of Mrs. White
and Messrs. Zyla, Stiver and Hein. No one has been appointed to replace Mr.
Zyla. 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 eight times during 1999.

Asset Classification Committee of the Savings Bank. The Asset
Classification Committee consisted of Mrs. White and Messrs. Zyla, Stiver and
Hein. Mr. Stiver 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 1999.

Marketing/Community Reinvestment Act Committee of the Savings Bank. The
Marketing/Community Reinvestment Act Committee consisted of Mrs. White and
Messrs. Dowling, Schoen and Macosko. Mrs. White is Chairperson of the
Marketing/Community Reinvestment Act Committee. The Committee oversees the
Savings

8
<PAGE> 12

Bank's marketing efforts and monitors compliance with the Community Reinvestment
Act. The Committee met twice during 1999.

Facilities Committee of the Savings Bank. The Facilities Committee
consisted of Messrs. McCullough, Dowling, Hein and Zyla. Mr. Stiver is the
Chairman of the Facilities Committee in 2000. This Committee oversees all
construction projects and supervises capital improvements in the nature of
plant, property and equipment. The Committee met five times in 1999.

Technology Committee of the Savings Bank. The Technology Committee
consisted of Messrs. Hein, Schoen and Zyla. Mr. Hein will succeed Mr. Zyla as
the Chairman of this Committee in 2000. No one has been appointed to replace Mr.
Zyla. This Committee oversees the acquisition of new technology devices and
software applicable to the banking industry. This Committee will continue to
review and analyze any Year 2000 issue that may arise with the Savings Bank's
electronic data processing. This Committee met three times in 1999.

DIRECTORS' COMPENSATION

All Directors of the Savings Bank were paid a $750 monthly fee in 1999.
There are no separate Board of Directors' fees for the monthly meeting of the
Company. In addition, all outside Directors received $200 for each committee
meeting of the Company or the Savings Bank attended during 1999. The monthly fee
for each Director for 2000 is $800. All outside Directors receive $250 for each
committee meeting of the Company or the Savings Bank attended during 2000. Mr.
Stiver receives 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, 1999 for all board and committee meetings of the Company and the
Savings Bank was $72,350.

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 are
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."

EXECUTIVE COMPENSATION

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, 1999 to the Chief Executive
Officer of the Company and Savings Bank and President of the Company. 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 1999

<TABLE>
<CAPTION>
LONG TERM COMPENSATION
AWARDS(1)(2)
-------------------------
SECURITIES
RESTRICTED UNDERLYING
OTHER ANNUAL STOCK OPTIONS/ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR(3) SALARY BONUS COMPENSATION AWARD(S) SARS(#)(4) COMPENSATION
--------------------------- ------- -------- ------- ------------ ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
John A. Stiver 1999 $150,000 $54,036 $ -- $ -- -- $7,755(8)
Chairman of the Board and 1998 $ -- $ -- $120,000(5) $ -- 12,841 $ --
Chief Executive Officer of 1997 $ -- $ -- $ 96,000(6) $30,072(7) 2,029 $ --
the Company and Savings Bank
and President of the Company
</TABLE>

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

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

9
<PAGE> 13

(2) The Company adopted a Stock Option Plan and a Management Recognition and
Retention Plan at the 1997 Annual Meeting.

(3) All compensation 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, 40% of stock options awarded in 1997 have vested, and 20% of options
awarded in 1998 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) 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 2000, 2001 and 2002. The number of shares vesting in
2000, 2001 and 2002 will be 464 each. 40% of shares granted during 1997
under the Management Recognition and Retention Plan and Trust have vested.

(8) This amount is the fair market value of the Common Stock for the year
ending December 31, 1999 as of the date of allocation of such stock for
1999 from the ESOP share suspension account to the account maintained by
the ESOP for Mr. Stiver.

OPTION/SAR GRANTS FOR 1999

There were no stock options granted to executive officers in 1999. In
addition, no shares were acquired as the result of exercising vested options.

AGGREGATED OPTION/SAR EXERCISED IN 1999/DECEMBER 31, 1999 OPTION/SAR VALUES(1)

<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES FY-END(#)(2) FY-END
ACQUIRED --------------- ---------------
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED UNEXERCISABLE UNEXERCISABLE
---- ----------- -------- --------------- ---------------
<S> <C> <C> <C> <C>
John A. Stiver -- $ -- 3,076/11,794 $0/0
Chairman of the Board and
Chief Executive Officer of the Company and
the Savings Bank and President of the Company
</TABLE>

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

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

(2) 20% stock option of shares granted during 1998 have vested, and 40% of
shares granted in 1997 have vested.

10
<PAGE> 14

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, 1999, the
Compensation Committee of the Company consisted of the four outside Directors,
Messrs. Dowling, Macosko, McCullough and Schoen. Each of these gentlemen
participated in setting executive compensation for the officers of the Company
and the Savings Bank.

As of December 31, 1999, 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 $630,914 at
December 31, 1999. The largest aggregate balance during 1999 of Mr. Stiver's
loans (and his affiliates) was $630,914. 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 "Executive 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
1999 received fees of $5,850 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 2000 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.

Effective 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. As
of December 31, 1999, the outstanding balance of this loan was $235,890. 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.

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 and President of the Company and
Chief Executive Officer of the Savings Bank), Mrs. Patricia A. White (Executive
Vice President and Treasurer of the Company and President and Treasurer of the
Savings Bank) and Mr. James M. Hein (Chief Financial Officer of the Company and
the Savings Bank). The salaries of Messrs. Stiver and Hein and Mrs. 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 an
officer of the Company and Savings Bank), Mrs. White and Mr. Hein 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 $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

11
<PAGE> 15

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 and President of the Company, became a full-time
employee on December 30, 1998 and received a base salary of $150,000 as of
January 1, 1999. Mr. Stiver received a bonus of $54,036 in 1999 in accordance
with the incentive compensation terms of his employment contract. The current
base salary and incentive formula will remain in effect for the fiscal year
ending December 31, 2000. Mr. Stiver does not receive any fees for board or
committee meetings.

The Board of Directors of the Savings Bank will consider the annual
compensation paid to executive officers of financial institutions in the
Commonwealth of Pennsylvania and surrounding states with assets of $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 and Chief Financial Officer in the future.

The following is a graph comparing the Company's cumulative total
shareholder returns with the performance of the NASDAQ Stock Market index (US
Companies), the 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
Common Stock) and ends on December 31, 1999.

PERFORMANCE GRAPH

<TABLE>
<CAPTION>
NASDAQ FINANCIAL
PRESTIGE BANCORP, INC. NASDAQ - TOTAL US* INDEX* SNL
---------------------- ------------------ ---------------- ---
<S> <C> <C> <C> <C>
6/27/96 100.00 100.00 100.00 100.00
6/30/96 101.20 101.66 100.67 100.24
12/31/96 130.12 110.48 121.38 108.90
6/30/97 151.20 123.63 147.43 127.47
12/31/97 194.19 135.38 185.68 167.55
6/30/98 204.75 162.79 191.72 167.89
12/31/98 144.09 190.76 180.24 136.16
6/30/99 148.24 233.47 198.65 133.48
12/31/99 133.08 344.64 178.23 127.88
</TABLE>

<TABLE>
<CAPTION>
PERIOD ENDING
------------------------------------------------------------------------------------------------
INDEX 6/27/96 06/30/96 12/31/96 06/30/97 12/31/97 06/30/98 12/31/98 06/30/99 12/31/99
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PRESTIGE BANCORP, INC. 100.00 101.20 130.12 151.20 194.19 204.75 144.09 148.24 133.08
NASDAQ TOTAL US 100.00 101.66 110.48 123.63 135.38 162.79 190.76 233.47 344.64
NASDAQ FINANCIAL INDEX 100.00 100.67 121.38 147.43 185.68 191.72 180.24 198.65 178.23
SNL <$250M THRIFT INDEX 100.00 100.24 108.90 127.47 167.55 167.89 136.16 133.48 127.88
</TABLE>

The Company made four cash dividend payments for the year ended December
31, 1999 which amounted to $.24 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 which was paid on June 18, 1998. In
addition, the Board of Directors also declared a 5% stock dividend for
shareholders of record as of March 2, 1999 which was paid on March 19, 1999. The
Board of Directors of the Company declared a $.07 per share cash dividend for
the holders of the Common Stock of record as of March 1, 2000 and payable on
March 17, 2000. There can be no

12
<PAGE> 16

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 Mrs. Patricia A. White and Mr. James M. Hein

In connection with the Conversion, the Company and the Savings Bank
(collectively, the "Employers") entered into employment agreements with each of
Mrs. 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. 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 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 two Executives of $698,010 in the aggregate assuming
both 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 Employer,
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

13
<PAGE> 17

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 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.

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 6,300 shares of the
Company's common stock and non-incentive stock options in the amount of 6,300
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 $12.14 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 Employers. 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

14
<PAGE> 18

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 has
arranged 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 Employers 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 Employers, at his cost and expense. Employers 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 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 Employers 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

15
<PAGE> 19

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 the present value of the
compensation payments made to Mr. Stiver contingent upon a change in control or
ownership, over 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.

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.

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<PAGE> 20

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.

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
10$0,000... $20,000 $30,000 $40,000 $45,000 $50,000 $50,000
12$5,000... $25,000 $37,500 $50,000 $56,250 $62,500 $62,500
15$0,000... $30,000 $45,000 $60,000 $67,500 $75,000 $75,000
17$5,000... $35,000 $52,500 $70,000 $78,750 $87,500 $87,500
</TABLE>

At December 31, 1999, Mrs. White and Mr. Hein had 34 and 13, respectively,
years of benefit credited service under the Defined Benefit Plan. 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, 1999, 1998 and 1997 the Defined Benefit
Plan funding payments amounted to $158,908, $81,505 and $64,697 respectively.
For additional information about the Defined Benefit Plan, see Note 12 of the
Notes to the Financial Statements set forth in the 1999 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

17
<PAGE> 21

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 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, 1999, 1998 and 1997, 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. Employees who have been
credited with at least 1,000 hours of service in a 12 month period and attained
the age of 21 are eligible to participate in the ESOP. 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. If not vested earlier, 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.
Stiver and Hein to administer the ESOP. Messrs. Stiver and Hein also 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 its 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 Incentive Stock Options and the
Non-Incentive Stock Options are referred to herein collectively as "Stock Option

18
<PAGE> 22

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 116,285 (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 formula awards are subject to the
availability of shares of Common Stock from such reserves, including

19
<PAGE> 23

forfeitures. As of December 31, 1999, the Company has granted Stock Option
Awards to directors, officers and employees of the Company and the Savings Bank
to purchase an aggregate of 107,427 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 its 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 chosen John A. Stiver and James M. Hein 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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<PAGE> 24

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 to directors, officers and employees of
the Company and the Savings Bank under the Recognition Plan in an aggregate of
44,348 shares of Common Stock. In 1999, there were awards to employees of 810
shares and subsequent non-employee director formula awards of 400 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, 1999, John A. Stiver, a Director , Chairman of the Board
and Chief Executive Officer of the Company and the Savings Bank and President of
the Company, and C&J Leasing Co. (of which Mr. Stiver is owner) have borrowings
from the Savings Bank with a total aggregate balance of $630,914 at December 31,
1999. The largest aggregate balance during 1999 of Mr. Stiver's loans (and his
affiliates) was $630,914. 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 of credit 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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In addition, Mr. Stiver's accounting firm has prepared the federal and
state tax returns of the Company and the Savings Bank and during 1999 received a
fee of $5,850 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 2000 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, 1999, 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, 1999, 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, 1999 was $634,845, which constitutes 4.2% and 4.7% of
the consolidated equity of the Company and the Savings Bank, respectively.

Effective 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. As of
December 31, 1999, the outstanding balance of this loan was $235,890. 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 1999, 1998 and 1997 were $42,740, $30,249 and $21,070, respectively.

PROPOSAL II--RATIFICATION OF APPOINTMENT OF AUDITORS

Arthur Andersen LLP were the independent public accountants for the Company
and the Savings Bank for the 1999 fiscal year. The Board of Directors has
approved the selection of Arthur Andersen LLP as its auditors for the 2000
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 2000 FISCAL YEAR.

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FINANCIAL INFORMATION--ANNUAL REPORT

The audited financial statements of the Company for its fiscal year ended
December 31, 1999, prepared in conformity with generally accepted accounting
principles, are included in the Company's 1999 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 1999 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, 1999, 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 26, 2001. 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/ VICTORIA A. BROWN

Victoria A. Brown
Secretary

Pleasant Hills, Pennsylvania
March 23, 2000

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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 APRIL 26, 2000

KNOW ALL PERSONS BY THESE PRESENT that the undersigned shareholder of
Prestige Bancorp, Inc. (the "Company"), hereby appoints John A. Stiver 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 April 26,2000 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.

Please be sure to sign and date Date --------------------------
this Proxy in the box below.

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

Stockholder sign above Co-holder (if any) sign above-----------

1. Election of Directors for Terms For With- For All
Expiring 2003 (except as marked to hold Except
the contrary below): [ ] [ ] [ ]

Charles P. McCulluogh and James M. Hein

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.

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

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 AFFIRMATIVELY ON SUCH PROPOSAL.

PRESTIGE BANCORP, INC. (THE "COMPANY") ANNUAL MEETING TO BE HELD ON APRIL
26, 2000 AT 10:30 A.M. LOCAL TIME FOR THE SHAREHOLDERS OF THE COMPANY AS OF
MARCH 13, 2000.

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.

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

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

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