SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

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:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a 6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to ss. 240.14a-11(c) or ss. 240.14a-12

RSV Bancorp, Inc.
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(Name of Registrant as Specified in Its Charter)

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

Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[RSV Bancorp, Inc. letterhead]

December 27, 2004

Dear Stockholder:

On behalf of the Board of Directors and management of RSV Bancorp, Inc.
(the "Company"), we cordially invite you to attend our Annual Meeting of
Stockholders (the "Meeting") to be held at the offices of Mt. Troy Bank, 2000
Mt. Troy Road, Pittsburgh, Pennsylvania, on January 25, 2005, at 11:00 a.m. The
attached Notice of Annual Meeting of Stockholders and Proxy Statement describe
the formal business to be transacted at the Meeting.

The Board of Directors of the Company has determined that the matters
to be considered at the Meeting, described in the accompanying Notice of Annual
Meeting and Proxy Statement, are in the best interest of the Company and its
stockholders. For the reasons set forth in the Proxy Statement, the Board of
Directors unanimously recommends a vote "FOR" each matter to be considered.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN
ENVELOPE AS QUICKLY AS POSSIBLE. This will not prevent you from voting in person
at the Meeting, but will assure that your vote is counted if you are unable to
attend the Meeting. Your vote is very important.

Sincerely,

/s/Gerard R. Kunic

Gerard R. Kunic
President

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RSV BANCORP, INC.
2000 MT. TROY ROAD
PITTSBURGH, PENNSYLVANIA 15212
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 25, 2005
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Meeting")
of RSV Bancorp, Inc. (the "Company") will be held at the offices of Mt. Troy
Bank, 2000 Mt. Troy Road, Pittsburgh, Pennsylvania, on January 25, 2005, at
11:00 a.m. The Meeting is for the purpose of considering and acting upon the
following matters:

1. The election of one director of RSV Bancorp, Inc.; and

2. The ratification of the appointment of Parente Randolph, LLC
as the Company's independent auditor for the fiscal year
ending September 30, 2005.

The transaction of such other business as may properly come before the
Meeting or any adjournments thereof may also be acted upon. The Board of
Directors is not aware of any other business to come before the Meeting.

Action may be taken on any one of the foregoing proposals at the
Meeting on the date specified above, or on any date or dates to which, by
original or later adjournment, the Meeting may be adjourned. Pursuant to the
Company's Bylaws, the Board of Directors has fixed the close of business on
December 13, 2004, as the record date for determination of the stockholders
entitled to vote at the Meeting and any adjournments thereof.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN, DATE
AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOU MAY
REVOKE YOUR PROXY BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN
REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE. IF YOU ARE PRESENT AT
THE MEETING YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT
BEFORE THE MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT
REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR
RECORD HOLDER TO VOTE IN PERSON AT THE MEETING.

BY ORDER OF THE BOARD OF DIRECTORS

/s/Robert B. Shust

Robert B. Shust
Secretary
Pittsburgh, Pennsylvania
December 27, 2004

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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
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PROXY STATEMENT
OF
RSV BANCORP, INC.
2000 MT. TROY ROAD
PITTSBURGH, PENNSYLVANIA 15212
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ANNUAL MEETING OF STOCKHOLDERS
January 25, 2005
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GENERAL
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This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of RSV Bancorp, Inc. (the "Company") to be
used at the Annual Meeting of Stockholders of the Company which will be held at
the offices of Mt. Troy Bank, 2000 Mt. Troy Road, Pittsburgh, Pennsylvania, on
January 25, 2005, at 11:00 a.m. (the "Meeting"). The accompanying Notice of
Annual Meeting of Stockholders and this Proxy Statement are being first mailed
to stockholders on or about December 27, 2004. The Company is the parent company
of Mt. Troy Bank (the "Bank"). The Company was formed as a corporation chartered
under the laws of Pennsylvania at the direction of the Bank to acquire all of
the outstanding stock of the Bank issued in connection with the completion of
the Bank's mutual-to-stock conversion on April 5, 2002. The Company changed its
name from Reserve Bancorp, Inc. to RSV Bancorp, Inc. on July 1, 2004.

At the Meeting, stockholders will consider and vote upon (i) the
election of one director of the Company and (ii) the ratification of the
appointment of Parente Randolph, LLC as the Company's independent auditor for
the fiscal year ending September 30, 2005.

The Board of Directors knows of no additional matters that will be
presented for consideration at the Meeting. Execution of a proxy, however,
confers on the designated proxyholder the discretionary authority to vote the
shares represented by such proxy in accordance with their best judgment on such
other business, if any, that may properly come before the Meeting or any
adjournment thereof.

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VOTING AND REVOCABILITY OF PROXIES
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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 a stockholder attends the Meeting and
votes in person. Proxies solicited by the Board of Directors will be voted as
specified thereon. If no specification is made, signed proxies will be voted
"FOR" the nominee for director as set forth herein and "FOR" the ratification of
Parente Randolph, LLC as the Company's independent auditor for the fiscal year
ending September 30, 2005. The proxy confers discretionary authority on the
persons named thereon to vote with respect to the election of any person as a
director where the nominee is unable to serve, or for good cause will not serve,
and with respect to matters incident to the conduct of the Meeting.

-1-

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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Stockholders of record as of the close of business on December 13, 2004
(the "Record Date"), are entitled to one vote for each share of common stock
then held. As of the Record Date, the Company had 568,060 shares of common stock
issued and outstanding.

The articles of incorporation of the Company ("Articles of
Incorporation") provide that in no event shall any record owner of any
outstanding common stock which is beneficially owned, directly or indirectly, by
a person who beneficially owns in excess of 10% of the then outstanding shares
of common stock (the "Limit") be entitled or permitted to any vote with respect
to the shares held in excess of the Limit. Beneficial ownership is determined
pursuant to the definition in the Articles of Incorporation and includes shares
beneficially owned by such person or any of his or her affiliates (as such terms
are defined in the Articles of Incorporation), or which such person or any of
his or her affiliates has the right to acquire upon the exercise of conversion
rights or options and shares as to which such person or any of his or her
affiliates or associates have or share investment or voting power, but neither
any employee stock ownership or similar plan of the Company or any subsidiary,
nor any trustee with respect thereto or any affiliate of such trustee (solely by
reason of such capacity of such trustee), shall be deemed, for purposes of the
Articles of Incorporation, to beneficially own any common stock held under any
such plan.

The presence in person or by proxy of at least a majority of the
outstanding shares of common stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. With respect to any matter, broker non-votes (i.e., shares for which a
broker indicates on the proxy that it does not have discretionary authority as
to such shares to vote on such matter) will be considered present for purposes
of determining whether a quorum is present. In the event there are not
sufficient votes for a quorum or to ratify any proposals at the time of the
Meeting, the Meeting may be adjourned in order to permit the further
solicitation of proxies.

As to the election of directors (Proposal I), the proxy provided by the
Board of Directors allows a stockholder to vote for the election of the nominee
proposed by the Board of Directors, or to withhold authority to vote for the
nominee being proposed. Under the Company's bylaws, directors are elected by a
plurality of votes cast, without regard to either (i) broker non-votes or (ii)
proxies as to which authority to vote for the nominees being proposed is
withheld.

Concerning all other matters that may properly come before the Meeting,
including the ratification of the independent auditors (Proposal II), by
checking the appropriate box, a shareholder 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 such matters shall be determined by a majority of
votes cast affirmatively or negatively without regard to (i) broker non-votes or
(ii) proxies marked "ABSTAIN" as to that matter.

Security Ownership of Certain Beneficial Owners

Persons and groups owning in excess of 5% of the outstanding shares of
common stock are required to file reports regarding such ownership pursuant to
the Securities Exchange Act of 1934, as amended (the "1934 Act"). The following
table sets forth, as of the Record Date, persons or groups who own more than 5%
of the common stock. Other than as noted below, management knows of no person or
group that owns more than 5% of the outstanding shares of common stock at the
Record Date.

-2-

Percent of Shares
Amount and Nature of of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
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Mt. Troy Bank Employee Stock Ownership Plan Trust
(the "ESOP") 59,000(1) 10.39%
2000 Mt. Troy Road
Pittsburgh, Pennsylvania 15212

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(1) These shares are held in a suspense account and are allocated among
participants annually on the basis of compensation as the ESOP debt is
repaid. As of the Record Date, 11,800 shares have been allocated to ESOP
participants and 47,200 shares remain unallocated.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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Section 16(a) of the Securities and Exchange Act of 1934, as amended,
requires the Company's officers and directors, and persons who own more than ten
percent of the common stock, to file reports of ownership and changes in
ownership of the common stock with the Securities and Exchange Commission and to
provide copies of those reports to the Company. The Company is not aware of any
beneficial owner, as defined under Section 16(a), of more than ten percent of
its common stock. To the best of the Company's knowledge, all Section 16(a)
filing requirements applicable to its officers and directors were complied with
during the 2004 fiscal year.

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PROPOSAL I - ELECTION OF DIRECTORS
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The Articles of Incorporation require that the Board of Directors be
divided into four classes, as nearly equal in number as possible, each class to
serve for a four-year period, with approximately one- fourth of the directors
elected each year. The Board of Directors currently consists of four members.
One director will be elected at the Meeting to serve for a four-year term and
until his successor has been elected and qualified.

Brian S. Allen has been nominated by the Board of Directors for
election to a four-year term to expire in 2009. It is intended that proxies
solicited by the Board of Directors will, unless otherwise specified, be voted
for the election of Mr. Allen. If Mr. Allen is 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. At this time, the Board of
Directors knows of no reason why Mr. Allen might be unavailable to serve.

The following table sets forth the names, ages, terms of, length of
board service and the number and percentage of shares of common stock
beneficially owned by the nominee and for each other director of the Company who
will continue to serve as a director after the Meeting. Beneficial ownership of
executive officers and directors of the Company, as a group, is also set forth
under this caption.

-3-

Shares of
Age at Year First Current Common Stock Percent
September 30, Elected or Term to Beneficially of
Name 2004 Appointed(1) Expire Owned(2) Class
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BOARD NOMINEE FOR TERM TO EXPIRE IN 2009
Brian S. Allen 39 2003 2005 700 *

DIRECTORS CONTINUING IN OFFICE
David P. Butler 66 1975 2006 21,794(3) 3.8%
Robert B. Shust 66 1992 2007 19,564(3)(4) 3.4%
Timothy Schneider 45 2002 2008 7,064(3)(4) 1.2%

EXECUTIVE OFFICERS OF THE COMPANY WHO ARE NOT DIRECTORS
Gerard R. Kunic, President 57 2004 n/a -- *
Robert B. Kastan, Treasurer/ 44 1997 n/a 13,277(3) 2.3%
Controller

Directors and executive officers -- -- 62,399(5) 10.6%
as group (6 persons)

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* Less than 1%.
(1) Refers to the year the individual became a director of the Bank. All
directors of the Bank in December 2001 became directors of the Company at
that time. For executive officers, refers to the year the individual was
appointed to such office.
(2) Beneficial ownership as of the Record Date. Includes shares of common stock
held directly as well as by spouses or minor children, in trust, and other
indirect ownership.
(3) Includes 5,050 shares subject to exercisable options.
(4) Excludes 59,000 shares of common stock held under the ESOP over which such
individual, as an ESOP Trustee, exercises voting power.
(5) Includes 20,200 shares subject to exercisable options. Excludes 59,000
shares held by the ESOP. The Board of Directors has appointed Directors
Shust and Schneider to serve as the ESOP Trustees and as members of the
ESOP Plan Committee. The ESOP Plan Committee directs the vote of all
unallocated shares and shares allocated to participants if timely voting
directions are not received for such shares.

Biographical Information

Directors and Executive Officers of the Company. Set forth below is the
business experience for the past five years of each of the directors and
executive officers of the Company.

Brian S. Allen has been a director since 2003. Mr. Allen is a chartered
financial analyst and is a vice president and fixed income portfolio manager
with the investment firm of C.S. McKee. Mr. Allen was appointed to the Board of
Directors in October 2003 to fill the board seat left vacant by the death of
former director Fred Maitz, Jr. in October 2002.

David P. Butler has been a director since 1975 and has served as
chairman since 1994. He was a senior engineer with Westinghouse Electric Corp.
until his retirement in 1997.

Timothy Schneider has been a director since 2002. He is a certified
public accountant and a partner with the accounting firm of Henry Rossi & Co.

-4-

Robert B. Shust has been a director since 1992 and serves as secretary
and vice chairman. He is an attorney with the law firm of Tener, Van Kirk, Wolf
& Moore in Pittsburgh, Pennsylvania.

Gerard R. Kunic was appointed by the Board of Directors as president of
the Company and the Bank in April 2004. He previously was the executive vice
president and chief operating officer of Commercial National Financial Corp. in
Latrobe, Pennsylvania from September 2001 to January 2004. Prior to that he was
president and CEO of Allegheny Valley Bank of Pittsburgh from December 1998 to
April 2001.

Robert B. Kastan has been the treasurer/controller of the Bank since
1997 and has held the same office for the Company since its inception. He has
been employed by the Bank since 1995.

Meetings and Committees of the Board of Directors

The Board of Directors conducts its business through meetings of the
board and through activities of its committees. During the year ended September
30, 2004, the Board of Directors of the Company held 23 meetings, including
regular and special meetings, and the Board of Directors of the Bank held 26
meetings, including regular and special meetings. No director attended fewer
than 75% of the total meetings of the Board of Directors and the committees on
which he served during the year ended September 30, 2004.

Compensation/Benefits. The Compensation/Benefits Committee is
responsible for performing the normal functions of a compensation committee.
This committee consists of Directors Butler, Shust and Schneider and met twice
during the year ended September 30, 2004.

Audit Committee. The Audit Committee consists of Directors Schneider,
Butler and Allen. The Board of Directors has determined that Mr. Schneider is an
audit committee financial expert within the meaning of the regulations of the
Securities and Exchange Commission. All of the members of the Audit Committee
are independent under the rules of the Nasdaq Stock Market. The Board of
Directors has adopted a written Audit Committee Charter, which was previously
attached as an appendix to the Company's 2003 annual meeting proxy statement.
The Audit Committee is a standing committee and reports to the Board of
Directors. Its primary function is to assist the board in fulfilling its
responsibility to stockholders related to financial accounting and reporting,
the system of internal controls established by management and the adequacy of
auditing relative to these activities. The Audit Committee met four times during
the year ended September 30, 2004.

Report of the Audit Committee. For the fiscal year ended September 30,
2004, the Audit Committee: (i) reviewed and discussed the Company's audited
financial statements with management, (ii) discussed with the Company's
independent auditor, Parente Randolph, LLC, all matters required to be discussed
under Statement on Auditing Standards No. 61, and (iii) received from Parente
Randolph, LLC disclosures regarding Parente Randolph, LLC's independence as
required by Independence Standards Board Standard No. 1 and discussed with
Parente Randolph, LLC its independence. Based on the foregoing review and
discussions, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Company's Annual Report on Form
10-KSB for the fiscal year ended September 30, 2004.

-5-

Audit Committee:
Timothy Schneider
David P. Butler
Brian S. Allen

Principal Accounting Fees and Services

Effective July 30, 2002, the Securities and Exchange Act of 1934 was
amended by the Sarbanes-Oxley Act of 2002 to require all auditing services and
non-audit services provided by an issuer's independent auditor to be approved by
the issuer's audit committee prior to such services being rendered or to be
approved pursuant to pre-approval policies and procedures established by the
issuer's audit committee. The Company's Audit Committee has not established
pre-approval procedures and instead specifically approves each service prior to
the engagement of the auditor for all audit and non-audit services.

All of the services listed below for 2004 and 2003 were approved by the
Audit Committee prior to the service being rendered. There were no services that
were not recognized to be non-audit services at the time of engagement that were
approved after the fact.

Audit Fees. The aggregate fees billed by Parente Randolph, LLC for
professional services rendered for the audit of the Company's annual
consolidated financial statements and for the review of the consolidated
financial statements included in the Company's Quarterly Reports on Form 10-QSB
for the fiscal years ended September 30, 2004 and 2003 were $37,220 and $38,900,
respectively.

Audit Related Fees. The aggregate fees billed by Parente Randolph, LLC
for assurance and related services related to the audit of the annual financial
statements and to the review of the quarterly financial statements for the years
ended September 30, 2004 and 2003 were $0 and $0, respectively.

Tax Fees. The aggregate fees billed by Parente Randolph, LLC for
professional services rendered for tax compliance, tax advice and tax planning
for the years ended September 30, 2004 and 2003 were $3,900 and $3,750,
respectively. Such tax-related services consisted in both years of tax return
preparation and consultation.

All Other Fees. The aggregate fees billed by Parente Randolph, LLC for
professional services rendered for services or products other than those listed
under the captions "Audit Fees," "Audit-Related Fees," and "Tax Fees" totaled $0
and $0, respectively, for the years ended September 30, 2004 and 2003, and
consisted of accounting fees related to the initial public offering.

Director Nomination Process

The Company does not have a standing nominating committee. The
independent directors of the Company serve the functions of a nominating
committee and recommend to the full Board of Directors persons for selection as
the Board's nominees for election as directors in accordance with the Company's
Bylaws. The independent directors met once during the year ended September 30,
2004 in this capacity. The Board feels it is appropriate for the independent
directors to serve this function without forming a standing committee because
the Company has a relatively small Board, making action by committee unnecessary
for purposes of managing nominations. Because there is not a standing committee,
the Company does not have a nominating committee charter.

-6-

The Company does not pay fees to any third party to identify or
evaluate or assist in identifying or evaluating potential nominees. The process
for identifying and evaluating potential nominees of the Board includes
soliciting recommendations from directors and officers of the Company and its
wholly-owned subsidiary, Mt. Troy Bank. Additionally, the Board will consider
persons recommended by stockholders of the Company in selecting nominees of the
Board for election as directors. In the Board's selection of nominees of the
Board, there is no difference in the manner of evaluation of potential nominees
who have been recommended by directors or officers of the Company and the Bank
versus evaluation of potential nominees who have been recommended by
stockholders.

To be considered in the Board's selection of nominees of the Board,
recommendations from stockholders must be received by the Company in writing by
at least 120 days prior to the date the proxy statement for the previous year's
annual meeting was first distributed to stockholders. Recommendations should
identify the submitting stockholder, the person recommended for consideration
and the reasons the submitting stockholder believes such person should be
considered. Persons recommended for consideration as nominees of the Board
should meet the director qualification requirements set forth in Article IV,
Sections 4.15, 4.16 and 4.17 of the Company's Bylaws, which require that (i)
directors must be stockholders of the Company, beneficially owning at least 500
shares; (ii) directors may not serve as a management official of another
depository institution or depository holding company as those terms are defined
by the regulations of the Office of Thrift Supervision; and (iii) directors must
be persons of good character and integrity and must also have been nominated by
persons of good character and integrity. The Board also believes potential
directors should be knowledgeable about the business activities and market areas
in which the Company and its subsidiaries engage.

The good character and integrity requirement is embodied in Article IV,
Section 4.17, which states that a person is not eligible to serve as director if
he or she: (1) is under indictment for, or has ever been convicted of, a
criminal offense, involving dishonesty or breach of trust and the penalty for
such offense could be imprisonment for more than one year; (2) is a person
against whom a federal or state bank regulatory agency has, within the past ten
years, issued a cease and desist order for conduct involving dishonesty or
breach of trust and that order is final and not subject to appeal; (3) has been
found either by any federal or state regulatory agency whose decision is final
and not subject to appeal, or by a court to have (a) committed a willful
violation of any law, rule or regulation governing banking, securities,
commodities or insurance, or any final cease and desist order issued by a
banking, securities, commodities or insurance regulatory agency or (b) breached
a fiduciary duty involving personal profit; or (4) has been nominated by a
person who would be disqualified from serving as a director under clauses (1),
(2) or (3).

Stockholder Communications

The Board of Directors does not have a formal process for stockholders
to send communications to the Board. In view of the infrequency of stockholder
communications to the Board of Directors, the Board does not believe that a
formal process is necessary. Written communications received by the Company from
stockholders are shared with the full Board no later than the next regularly
scheduled Board meeting. The Board encourages, but does not require, directors
to attend the annual meeting of stockholders. All of the Board's members
attended the 2004 annual meeting of stockholders.

-7-

Certain Relationships and Related Transactions

No directors, officers or their immediate family members were engaged
in transactions with the Bank or any subsidiary involving more than $60,000
(other than through a loan with the Bank) during the years ended September 30,
2004 and 2003.

The Bank, like many financial institutions, has followed the policy of
offering residential mortgage loans for the financing of personal residences and
consumer loans to its officers, directors and employees. Loans are made in the
ordinary course of business and are also made on substantially the same terms
and conditions, other than a 1% discount on the interest rate paid while the
person remains an employee, as those of comparable transactions prevailing at
the time with other persons, and do not include more than the normal risk of
collectibility or present other unfavorable features.

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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
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Compensation of Directors

Board Fees. For the year ended September 30, 2004, each director was
paid a monthly fee of $950. For the year ended September 30, 2004, the Chairman
and Secretary received additional annual fees of $2,500 and $2,000,
respectively. Directors do not receive compensation for attending committee
meetings. The total fees paid to the directors for the year ended September 30,
2004 were approximately $48,050, not including director bonus payments of $7,500
in the aggregate.

Director Retirement Program ("DRP"). The Bank has a DRP which provides
retirement benefits to the Bank's directors based upon the number of years of
service to the Board and after they attain the age of 65. Upon retirement, a
director would receive a monthly payment for five years or until death. In the
event there is a change in control, all directors would be entitled to receive
benefits as though retirement occurred on the day prior to the change of control
date.

Stock Awards. On April 8, 2003, each non-employee director, other than
Mr. Brian Allen who did not become a director until October 2003, was awarded
7,575 options to purchase shares of common stock at an exercise price of $17.00
per share under the RSV Bancorp, Inc. 2003 Stock Option Plan. Stockholders of
the Company approved the stock option plan at the annual meeting of stockholders
held April 8, 2003. These awards vest at the rate of one-third on April 8, 2003,
the date of the award, and one-third annually thereafter. Also on April 8, 2003,
each non-employee director, other than Mr. Brian Allen who did not become a
director until October 2003, was awarded 3,030 shares of restricted stock under
the Mt. Troy Bank 2003 Restricted Stock Plan. Stockholders of the Company
approved the restricted stock plan at the annual meeting of stockholders held
April 8, 2003. These awards vest at the rate of one-fourth on April 8, 2003, the
date of the award, and one-fourth annually thereafter.

-8-

Executive Compensation

The following table sets forth the cash and non-cash compensation
awarded to or earned by the president of the Bank and the Company for the years
ended September 30, 2004, 2003 and 2002.

Annual Compensation Long Term Compensation
----------------------------------- -----------------------------
Restricted Securities
Name and Fiscal Other Annual Stock Underlying All Other
Principal Position Year Salary Bonus Compensation Award Options Compensation
- ------------------ ---- ------ ----- ------------ ----- ------- ------------

Gerard R. Kunic, 2004 $39,194 $ - $ - $ - - $ -
President(1)
Richard A. Sinewe(1) 2004 $76,313 $4,000 $1,225(2) $ - - $33,425(5)
2003 88,000 4,000 2,025 51,510(3) 7,575(4) 29,924
2002 85,000 3,600 1,800 - - 24,219

- -------------
(1) Mr. Kunic was first employed by the Company and the Bank on April 15, 2004,
and he replaced Mr. Sinewe as president of the Company and the Bank
effective as of that date. Mr. Sinewe resigned as a director of the Company
and the Bank as of April 30, 2004, and he will retire as an employee of the
Company and the Bank as of December 31, 2004.
(2) Consists of payment in lieu of health care benefit.
(3) Represents the award of 3,030 shares of common stock under the restricted
stock plan, based upon the last reported sales price for the common stock
of $17.00 as reported on the OTC Electronic Bulletin Board on April 8,
2003, the date of the award. This award vests at the rate of 25% per year,
beginning on the date of the grant. Dividend rights associated with the
restricted stock are accrued and held in arrears to be paid at the time the
shares vest. As of September 30, 2004, Mr. Sinewe held 1,516 unvested
restricted shares with a value of $28,349 based on the last reported sales
price as of September 30, 2004 of $18.70 per share.
(4) On April 8, 2003, Mr. Sinewe was awarded 7,575 options at the exercise
price of $17.00.
(5) For 2004, includes the Bank's contribution under 401(k) Plan of $2,327 and
1,663 shares of common stock allocated under the ESOP with a market value
based on the last reported sales price as of September 30, 2004 of $18.70
per share.

Employment Agreement. The Bank is party to an employment/change in
control agreement with Gerard R. Kunic, president of the Bank (the "Agreement").
The Agreement has a term of one year and provides for an annual renewal upon the
determination of the Board of Directors that Mr. Kunic's performance has met the
requirements and standards of the Board. Under the Agreement, if his employment
is terminated without just cause, Mr. Kunic shall continue to receive base
salary payments and health insurance benefits for a period of three months from
the termination date. The Agreement also provides that in the event of
involuntary termination of employment, absent just cause, in connection with, or
within twenty-four months after, any change in control of the Bank or the
Company, Mr. Kunic will be paid a lump sum amount equal to 2.999 times his five
year average annual base salary. Mr. Kunic's initial base salary established
under the Agreement is $85,000. If a change in control payment had been made to
Mr. Kunic under the Agreement as of September 30, 2004, the payment would have
equaled approximately $255,000.

-9-

Stock Option Awards. The following table sets forth information
concerning options held by the persons named as of September 30, 2004.

Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
------------------------------------------------------------------------------------------------------
Value of
Number of Options In-the-Money Options
Shares Acquired Value at Fiscal Year-End(#) at Fiscal Year-End($)
Name on Exercise (#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable(1)
- ---- --------------- ----------- ------------------------- ----------------------------

Gerard R. Kunic - $ - - / - n/a
Richard A. Sinewe - $ - 5,050 / 2,525 $8,585 / $4,293

- ------------
(1) Based upon the difference between the option exercise price of $17.00 and
the last reported sales price of the common stock of $18.70 per share as of
September 30, 2004.

- --------------------------------------------------------------------------------
PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
- --------------------------------------------------------------------------------

The Board of Directors of the Company has appointed Parente Randolph,
LLC as the Company's independent auditor for the fiscal year ending September
30, 2005, subject to ratification by the Company's stockholders. Parente
Randolph, LLC was the Company's independent auditor for the fiscal year ended
September 30, 2004. A representative of Parente Randolph, LLC is expected to be
present at the Meeting, will have the opportunity to make a statement if he so
desires, and is expected to be available to respond to appropriate questions.

Ratification of the appointment of the auditors requires the
affirmative vote of a majority of the votes cast, in person or by proxy, by the
stockholders of the Company at the Meeting. The Board of Directors recommends
that stockholders vote "FOR" the ratification of the appointment of Parente
Randolph, LLC as the Company's auditors for the 2005 fiscal year.

- --------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------

In order to be considered for inclusion in the Company's proxy
materials for the annual meeting of stockholders for the fiscal year ending
September 30, 2005, all stockholder proposals must be received at the Company's
executive office at 2000 Mt. Troy Road, Pittsburgh, Pennsylvania 15212 by July
29, 2005. Stockholder proposals must meet other applicable criteria as set forth
in the Company's bylaws in order to be considered for inclusion in the Company's
proxy materials.

Under the Company's bylaws, stockholder proposals that are not included
in the Company's proxy statement for the fiscal year ending September 30, 2005,
will only be considered at the annual meeting to be held in 2006 if the
stockholder submits notice of the proposal to the Company at the above address
by November 26, 2005. Stockholder proposals must meet other applicable criteria
as set forth in the Company's bylaws in order to be considered at the 2006
annual meeting.

-10-

- --------------------------------------------------------------------------------
OTHER MATTERS
- --------------------------------------------------------------------------------

The Board of Directors is not aware of any other matters to come before
the Meeting. However, if any other matters should properly come before the
Meeting or any adjournments, it is intended that proxies in the accompanying
form will be voted in respect thereof in accordance with the judgment of the
persons named in the accompanying proxy.

- --------------------------------------------------------------------------------
FORM 10-KSB
- --------------------------------------------------------------------------------

A copy of the Company's annual report on Form 10-KSB for the fiscal
year ended September 30, 2004 will be furnished without charge to stockholders
as of the Record Date upon written request to the Secretary, RSV Bancorp, Inc.,
2000 Mt. Troy Road, Pittsburgh, Pennsylvania 15212.

BY ORDER OF THE BOARD OF DIRECTORS

/s/Robert B. Shust

Robert B. Shust
Secretary

-11-

- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
January 25, 2005
- --------------------------------------------------------------------------------

The undersigned hereby appoints the Board of Directors of RSV Bancorp,
Inc. (the "Company"), or its designee, with full powers of substitution, to act
as attorneys and proxies for the undersigned, to vote all shares of common stock
of the Company, which the undersigned is entitled to vote at the Annual Meeting
of Stockholders (the "Meeting"), to be held at the offices of Mt. Troy Bank,
2000 Mt. Troy Road, Pittsburgh, Pennsylvania, on January 25, 2005, at 11:00 a.m.
and at any and all adjournments thereof, in the following manner:

FOR WITHHELD
--- --------
1. The election as director of the nominee
listed with a term to expire in 2009
(except as marked to the contrary below): |_| |_|

Brian S. Allen

INSTRUCTIONS: To withhold your vote for any nominee, write the nominee's name on
- ------------ the line provided below.

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

FOR AGAINST ABSTAIN
--- ------- -------
2. The ratification of the appointment
of Parente Randolph, LLC as the Company's
independent auditor for the fiscal year
ending September 30, 2005. |_| |_| |_|

The Board of Directors recommends a vote "FOR" the above listed nominee
and proposal. ---

- --------------------------------------------------------------------------------
THIS SIGNED PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS SIGNED PROXY WILL BE VOTED FOR THE NOMINEE LISTED AND THE
PROPOSAL STATED. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS SIGNED
PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE
PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED
AT THE MEETING.
- --------------------------------------------------------------------------------

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

Should the undersigned be present and elect to vote at the Meeting, or
at any adjournments thereof, and after notification to the Secretary of the
Company at the Meeting of the stockholder's decision to terminate this Proxy,
the power of said attorneys and proxies shall be deemed terminated and of no
further force and effect. The undersigned may also revoke this Proxy by filing a
subsequently dated Proxy or by written notification to the Secretary of the
Company of his or her decision to terminate this Proxy.

The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders, a Proxy
Statement dated December 27, 2004, and the 2004 Annual Report to Stockholders.

[ ] Check Box if You Plan
Dated: to Attend the Annual Meeting.
-----------------------

- -------------------------------------- -----------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER

- -------------------------------------- -----------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER

Please sign exactly as your name appears on this Proxy. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.

- --------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
- --------------------------------------------------------------------------------