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                                                                    Exhibit 10.2

                          EXECUTIVE SEVERANCE AGREEMENT

THIS AGREEMENT is made and entered into this 30th day of September, 2003, by and
between PENDLETON COUNTY BANK, a West Virginia corporation (the "Bank") and
WILLIAM A. LOVING, (the "Executive"), and joined in by Allegheny Bancshares,
Inc. ("Allegheny"), parent of "Bank" who agree as follows:

                                    RECITALS:

     A)   The Bank considers it essential to the best interests of its
          shareholders to foster the continuous employment of key management
          personnel.

     B)   In this connection, the Bank recognizes that the possibility of a
          change in Control may arise and that such possibility, and the
          uncertainty which it may raise among management, may result in the
          departure or distraction of management personnel to the detriment of
          the Bank and its shareholders.

     C)   Accordingly, the Bank's Board of Directors (the "Board") has
          determined that appropriate steps should be taken to reinforce and
          encourage the continued attention and dedication of management to
          their assigned duties without distraction in circumstances arising
          from the possibility of a change in Control. In particular, the Board
          believes it important, should the Bank receive a proposal for transfer
          of control, that the Executive be able to assess and advise the board
          whether such proposal would be in the best interests of the Bank and
          its shareholders and to take such other action regarding such proposal
          as the Board might determine to be appropriate, without being
          influenced by the uncertainties regarding the Executive's personal
          situation.

     D)   In order to encourage the Executive to remain in the Bank's employ,
          this Agreement sets forth the severance benefits which the Bank and
          the Executive agree will provide both the Bank and the Executive
          assurances of an orderly transition in the event of a Change in
          Control under the circumstances described below. This Agreement shall
          be in addition to the Employment Agreement ("Employment Agreement") of
          even date herewith.

          NOW, THEREFORE, for good and valuable consideration, the receipt and
     sufficiency of which are acknowledged, the parties hereto agree as follows:

1)   Defined Terms. The definitions of capitalized terms used in this Agreement
     are provided in the last section of this Agreement and, if not defined
     there, are defined elsewhere in this Agreement.

2)   Term of Agreement. This Agreement shall commence on the date hereof and
     shall continue in effect until December 31, 2003; provided, however, that
     commencing on January 1, 2004 and each January 1 thereafter, the term of
     this Agreement shall automatically be extended for one (1) additional year
     unless, at least ninety (90) days prior to such January 1st date, the Bank
     or the Executive shall have given notice that this Agreement shall not be
     extended: and provided further, that, notwithstanding the delivery


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     of any such notice, this Agreement shall continue in effect for a period of
     twenty-four (24) months after a Change in Control, if such change in
     Control shall have occurred while this Agreement is in effect.
     Notwithstanding anything in this Section 2 to the contrary, this Agreement
     shall terminate if the Executive or the bank terminates the Executive's
     employment prior to a Change in Control of the Bank.

3)   Agreement to Provide Services; Right to Terminate.

     A)   Except as otherwise provided in paragraph (B) below and in the
          Executive's Employment Agreement, the Bank or the Executive may
          terminate the Executive's employment at any time following a Change in
          Control, subject to the Bank's providing the benefits hereinafter
          specified in accordance with the terms hereof.

     B)   In the event a Person makes an offer which, if accepted by the Bank
          and subsequently consummated, would constitute a Change in Control,
          the Executive agrees that he will not leave the employ of the Bank
          (other than as a result of Disability or upon Retirement, as such
          terms are hereinafter defined) and will render the services
          contemplated in the recitals to this Agreement until such Change in
          Control offer has been abandoned or terminated or a change in Control
          has occurred.

4)   Termination following change in Control.

     A)   If any of the events constituting a Change in Control of the Bank
          shall have occurred, the Executive shall be entitled to the benefits
          provided in Section 5 hereof upon the termination of the Executive's
          employment with the bank within twenty-four (24) months after such
          Change in Control, unless such termination is (i) because of the
          Executive's death, (ii) by the Bank for Cause or Disability or (iii)
          by the Executive other than for Good Reason.

     B)   Notice of Termination. Any purported termination by the Bank or by the
          Executive following a Change in Control shall be communicated by
          written Notice of Termination to the other party hereto.

5)   Severance Upon Termination or During Disability; Other Agreements.

     A)   During any period following a Change in Control of the Bank that the
          Executive fails to perform his duties as a result of incapacity due to
          physical or mental illness, the Executive shall continue to receive
          his base salary at the rate then in effect and any benefits or awards
          under any Plans shall continue to accrue during such period, to the
          extent not inconsistent with such Plans, until his employment is
          terminated pursuant to and in accordance with Sections 4(B), 15(d) and
          15(g) hereof. Thereafter, the Executive's benefits shall be determined
          in accordance with the Plans then in effect.

     B)   If the Executive's employment is terminated for cause following a
          Change in Control of the Bank, the Bank shall pay to the Executive his
          base salary through the Date of Termination at the rate in effect just
          prior to the time a Notice of Termination is given plus any benefits
          or awards which pursuant to the terms of any Plans have been earned or
          become payable, but which have not yet been paid to the Executive.


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          Thereupon the Bank shall have no further obligations to the Executive
          under this Agreement.

     C)   If, within twenty-four (24) months after a Change in Control of the
          Bank has occurred, the Executive's employment by the Bank is
          terminated (i) by the Bank other than for Cause or Disability or (ii)
          by the Executive for Good Reason, then the Bank shall pay to the
          Executive, no later than the fifth (5th) day following the Date of
          Termination, without regard to any contrary provisions of any Plan,
          the following:

               a)   The Executive's base salary through the Date of Termination
               at the rate in effect just prior to the time a Notice of
               Termination is given plus any benefits or awards which pursuant
               to the terms of any Plans have been earned or become payable, but
               which have not yet been paid to the Executive (including amounts
               which previously had been deferred at the Executive's request);

               b)   An amount in cash equal to two and one-half (2 1/2) times
               (a) the higher of (1) the Executive's annual base salary on the
               Date of Termination or (2) the Executive's annual base salary in
               effect immediately prior to the Change in Control, plus any
               benefits or awards which pursuant to the terms of any Plans which
               could have been earned and payable, but which have not yet been
               paid to the Executive (including amounts which previously had
               been deferred at the Executive's request). For purposes of
               calculating benefits or awards, said amount shall be the average
               amount (s) paid to Employee based upon the prior three (3) years
               under said plans.

          For the purposes of this Agreement, the term "base salary" shall
include any amounts deducted by the Bank with respect to the Executive or for
his account pursuant to Sections 125 and 401(k) of the Code.

     D)   If, within twenty-four (24) months after a Change in Control of the
          Bank has occurred, the Executive's employment with the Bank is
          terminated (i) by the Bank other than for Cause or Disability, or (ii)
          by the executive for Good Reason, then the Bank shall maintain in full
          force and effect, for the continued benefit of the Executive and his
          dependents for a period terminating on the earliest of (a) 30 months
          after the Date of Termination or (b) the commencement date of
          equivalent benefits from a new employer, insured and self-insured
          employee welfare benefit Plans in which the executive was entitled to
          participate immediately prior to the date of Termination, provided
          that the Executive's continued participation is possible under the
          general terms and provisions of such plans (and any applicable funding
          media) and he continues to pay an amount equal to the Executive's
          regular contribution under such plans for such participation. If
          neither 30 months after the Date of Termination the Executive has not
          previously received, nor is then receiving, equivalent benefits from a
          new employer, the Bank shall offer the Executive continuation of
          coverage under COBRA as prescribed under Section 498OB of the Code. At
          the expiration of such continuation coverage (or, if COBRA
          continuation coverage is not applicable to the Plan, then upon the
          expiration of the 30 month period beginning on the Termination date),
          the Bank shall arrange, at its sole cost and expense, to enable the
          Executive to convert him and his dependents' coverage under such plans
          to individual policies and


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          programs upon the same terms as employees of the bank may apply for
          such conversions. In the event that the Executive's participation in
          any such Plan is barred, the Bank, at its sole cost and expense, shall
          arrange to have issued for the benefit of him and his dependents
          individual policies of insurance providing benefits substantially
          similar (on an after-tax basis) to those which the Executive otherwise
          would have been entitled to receive under such Plans pursuant to this
          paragraph (v) or, if such insurance is not available at a reasonable
          cost to the Bank, the Bank shall otherwise provide the Executive and
          his dependents with equivalent benefits (on an after-tax basis). The
          Executive shall not be required to pay any premiums or other charges
          in an amount greater than that which he would have paid in order to
          participate in such Plans.

     E)   Except as specifically provided in paragraph (D) above, the amount of
          any payment provided for in this Section 5 shall not be reduced,
          offset or subject to recovery by the Bank by reason of any
          compensation earned by the Executive as the result of employment by
          another employer after the Date of Termination, or otherwise.

6)   Successors; Binding Agreement.

     A)   The Bank will seek, by written request at least five (5) business days
          prior to the time a Person becomes a Successor, to have such Person,
          by agreement in form and substance satisfactory to the Executive,
          assent to the fulfillment of the Bank's obligations under this
          Agreement. Failure of such Person to furnish such assent by the later
          of (i) three (3) business days prior to the time such Person becomes a
          successor or (ii) two (2) business days after such Person receives a
          written request to so assent shall constitute Good Reason for
          termination by the Executive of his employment if a change in Control
          of the Bank occurs or has occurred.

     B)   This Agreement shall inure to the benefit of and be enforceable by the
          Executive's personal legal representatives, executors, administrators,
          successors, heirs, distributes, devisees and delegates. If the
          Executive should die while any amount would still be payable to him
          hereunder if he had continued to live, all such amounts, unless
          otherwise provided herein, shall be paid in accordance with the terms
          of the Agreement to the Executive's devisee, delegate or other
          designee or, if no such designee exists, to his estate.

     C)   For purposes of this Agreement, the Bank shall include any
          subsidiaries and any corporation or other entity which is the
          surviving or continuing entity in respect of any merger, consolidation
          or form of business combination in which the Bank ceases to exist.

7)   Fees and Expenses; Mitigation.

     A)   The Bank shall reimburse the Executive, on a current basis, for all
          reasonable legal fees and related expenses incurred by him in
          connection with the Agreement following a Change in Control of the
          Bank, including without limitation, (i) all such fees and expenses, if
          any, incurred in contesting or disputing any termination of the
          Executive's employment or (ii) the Executive's seeking to obtain or
          enforce any right or benefit provided by this Agreement, in each case
          regardless of whether or not his claim is


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          upheld by a court of competent jurisdiction; provided by this
          Agreement, provided, however, the Executive shall be required to repay
          any such amounts to the Bank to the extent that a court issues a final
          and non-appealable order setting forth the determination that the
          position taken by him was frivolous or advanced by him in bad faith.

     B)   The Executive shall not be required to mitigate the amount of any
          payment the Bank becomes obligated to make to him in connection with
          this Agreement, by seeking other employment or otherwise.

8)   Taxes. Subject to the provisions of Section 5(e), all payments to be made
     to the Executive under this Agreement will be subject to required
     withholding of federal, state and local income and employment taxes.

9)   Survival. The respective obligations of, and benefits afforded to, the Bank
     and the Executive provided in Sections 5, 6(B), 7, 8, 12, and 14 of this
     Agreement shall survive Termination of this Agreement.

10)  Notice. For the purposes of this Agreement, notices and all other
     communications provided for in the Agreement shall be in writing and shall
     be deemed to have been duly given when delivered or mailed by United States
     registered mail, return receipt requested, postage prepaid and addressed,
     in the case of the Bank, to the address set forth on the first page of this
     Agreement or, in the case of the undersigned employee, to the address set
     forth below his signature, provided that all notices to the Bank shall be
     directed to the attention of the Chairman of the Board of the Bank, with a
     copy to the Secretary of the Bank, or to such other address as either party
     may have furnished to the other in writing in accordance herewith, except
     that notice of change of address shall be effective only upon receipt.

11)  Miscellaneous. No provision of this Agreement may be modified, waived or
     discharged unless such modification, waiver or discharge is agreed to in a
     writing signed by the Executive and the Chairman of the Board of the Bank.
     No waiver by either party hereto at any time of any breach by the other
     party hereto of, or of compliance with, any condition or provision of this
     Agreement to be performed by such other party shall be deemed a waiver of
     similar or dissimilar provisions or conditions at the same or at any prior
     or subsequent time. No agreements or representations, oral or otherwise,
     express or implied, with respect to the subject matter hereof have been
     made by either party which are not expressly set forth in this agreement.

12)  Governing Law and Venue. The validity, interpretation, construction and
     performance of this Agreement shall be governed by the laws of the State of
     West Virginia. Venue for any proceeding related to the performance or
     interpretation of this Agreement, or in any way arising out of this
     Agreement, shall be either the state or federal courts for Pendleton
     County, West Virginia.

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


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14)  Executive's Commitment. The Executive agrees that subsequent to his period
     of employment with the Bank, the Executive will not at any time communicate
     or disclose to any unauthorized person, without the written consent of the
     Bank, any proprietary processes of the Bank or other confidential
     information concerning its business, affairs, products, suppliers or
     customers which, if disclosed, would have a material adverse effect upon
     the business or operations of the Bank, taken as a whole; it being
     understood, however, that the obligations under this Section 14 shall not
     apply to the extent that the aforesaid matters (i) are disclosed in
     circumstances where the Executive is legally required to do so or (ii)
     become generally known to, and available for use by, the public otherwise
     than by the Executive's wrongful act or omission.

15)  Joinder. Allegheny Bancshares, Inc. joins into this agreement as evidence
     and consent and agrees to employ employee as it's Executive Vice President
     and CEO without additional pay and on the terms and conditions herein and
     Employment Agreement of even date.

16)  Enforceability. This agreement shall serve to replace any previous
     Executive Severance Agreements, if any, between Bank and Executive and
     shall continue in force, pursuant to the terms and conditions contained
     herein, until changed, modified, or replaced.

17)  Definitions.

     A)   Cause. Termination by the Bank of the Executive's employment for
          "Cause" shall mean termination upon (i) the failure of Employee to
          observe or perform (other than by reason of illness, injury or
          incapacity) any of the material terms or provisions of this Agreement;
          (ii) the failure of Employee to comply fully with the lawful
          directives of the Board of Directors of the Bank (the "Board"); (iii)
          willful misconduct; (iv) material neglect of the business of the Bank;
          (v) conviction of a felony or other crime involving moral turpitude;
          (vi) misappropriation of funds; or (vii) habitual insobriety or drug
          addiction. In the case of a termination for "cause," the notice of
          termination shall specify the basis for the Bank's determination of
          "cause." Any act or failure to act based upon authority given pursuant
          to a resolution duly adopted by the Board or based upon the advice of
          counsel for the Bank shall be conclusively presumed to be done, or
          omitted to be done, by the Executive's attention to matters not
          directly related to the business of the Bank shall not provide a basis
          for termination for Cause. Notwithstanding the foregoing, the
          Executive shall not be deemed to have been terminated for Cause unless
          and until there shall have been delivered to him a copy of a
          resolution duly adopted by the affirmative vote of a majority of the
          Board at a meeting of the Board called and held for such purpose
          (after reasonable notice to the Executive and an opportunity for him,
          together with his counsel, to be heard before the Board), finding that
          in the good faith opinion of the Board the Executive was guilty of the
          conduct set forth above and specifying the particulars thereof in
          detail.

     B)   Change in Control. A "change in Control" shall mean:

               i)   The acquisition by any individual, entity or group (within
                    the meaning of Section 13 (d) (3) or 14 (d) (2) of the
                    Securities and Exchange Act of 1934, as amended (the
                    "Exchange Act")) (a "Person") of beneficial ownership
                    (within the meaning of rule 13d-3 promulgated under the


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                    Exchange Act) of fifty percent (50%) or more of either the
                    then outstanding shares of common stock of the Bank (the
                    "Outstanding Company Common Stock") or the combined voting
                    power of the then outstanding voting securities of the Bank
                    entitled to vote generally in the election of directors (the
                    "Outstanding Company Voting Securities"); provided, however,
                    that in no event may the following acquisitions constitute a
                    Change in Control: (a) any acquisition by the Bank, (b) any
                    acquisition by any employee benefit plan (or related trust)
                    sponsored or maintained by the Bank or any corporation
                    controlled by the Bank, (c) any acquisition by any
                    corporation pursuant to a reorganization, merger or
                    consolidation, the conditions described in clauses (a), (b)
                    and (c) of paragraph (iii) of this Section are satisfied, or
                    (d) any sale or other disposition of all or substantially
                    all of the assets of the Bank, if, following such sale or
                    other disposition, the conditions described in (1), (2) and
                    (3) paragraph (iv) of this Section are satisfied; or

               ii)  Individuals who, on September 30, 2003, constitute the Board
                    (the "Incumbent Directors") cease for any reason to
                    constitute at least a majority of the board, provided that
                    any person becoming a director subsequent to September 30,
                    2003, whose election or nomination for election was approved
                    by a vote of at least two-thirds (2/3) of the Incumbent
                    Directors then on the Board (either by specific vote or by
                    approval of the proxy statement of the Employer in which
                    such person is named as a nominee for director, without
                    objection to such nomination) shall be an Incumbent
                    Director; provided, however, that no individual elected or
                    nominated as a director of the employer initially as a
                    result of an actual or threatened election contest with
                    respect to directors or an other actual or threatened
                    solicitation of proxies or consents by or on behalf of any
                    person other than the Board shall be deemed to an Incumbent
                    Director.

               iii) Approval by the shareholders of the Bank of a
                    reorganization, merger or consolidation, unless, in each
                    case following such reorganization, merger, or
                    consolidation, (a) more than fifty percent (50%) of,
                    respectively, the then outstanding shares of common stock of
                    the corporation resulting from such reorganization, merger
                    or consolidation and the combined voting power of the then
                    outstanding voting securities of such corporation entitled
                    to vote generally in the election of directors is then
                    beneficially owned, directly or indirectly, by all or
                    substantially all of the individuals who were the beneficial
                    owners, respectively, of the Outstanding Company Common
                    Stock and reorganization, merger or consolidation in
                    substantially the same proportions as their ownership
                    immediately prior to such reorganization, merger or
                    consolidation, of the Outstanding Company Common Stock and
                    Outstanding Company Voting Securities, as the case may be,
                    (b) no Person (excluding the Bank, any employee benefit plan
                    (or related trust) of the Bank or a corporation resulting
                    from such reorganization, merger or consolidation)
                    beneficially owns,


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                    directly or indirectly, forty-nine percent (49%) or more of,
                    respectively, the then outstanding shares of common stock of
                    the corporation resulting from such reorganization, merger
                    or consolidation or the combined voting power of the then
                    outstanding voting securities of such corporation entitled
                    to vote generally in the election of directors, and (c) at
                    least a majority of the members of the board of directors of
                    the corporation resulting from such reorganization, merger
                    or consolidation were members of the Incumbent Board at the
                    time of the execution of the initial agreement providing for
                    such reorganization, merger or consolidation; or

               iv)  Approval by the shareholders of the Bank of (a) a complete
                    liquidation or dissolution of the Bank or (b) the sale or
                    other disposition of all or substantially all of the assets
                    of the Bank, other than to a corporation with respect to
                    which following such sale or other disposition, (1) more
                    than fifty percent (50%) of, respectively, the then
                    outstanding shares of common stock of such corporation and
                    the combined voting power of the then outstanding voting
                    securities of such corporation entitled to vote generally in
                    the election of directors is then beneficially owned,
                    directly or indirectly, by all or substantially all of the
                    individuals and entities who were the beneficial owners,
                    respectively, of the Outstanding company Common Stock and
                    Outstanding company Voting Securities immediately prior to
                    such sale or other disposition in substantially the same
                    proportion as their ownership, immediately prior to such
                    sale or other disposition, of the Outstanding Company Common
                    Stock and Outstanding Company Voting Securities, as the case
                    may be, (2) no Person (excluding the Bank and any employee
                    benefit plan (or related trust) of the Bank or such
                    corporation) beneficially owns, directly or indirectly,
                    forty-nine percent (49%) or more of, respectively, the then
                    outstanding shares of common stock of such corporation and
                    the combined voting power of the then outstanding voting
                    securities of such corporation entitled to vote generally in
                    the election of directors and (3) at least a majority of the
                    members of the board of directors of such corporation were
                    members of the Incumbent Board at the time of the execution
                    of the initial agreement or action of the Board providing
                    for such sale or other disposition of assets of the Bank.

     C)   Code. "Code" shall mean the Internal Revenue Code of 1986, as amended
          from time to time.

     D)   Date of Termination. "Date of Termination" following a Change in
          Control shall mean (i) if the Executive's employment is to be
          terminated for Disability, thirty (30) days after Notice of
          Termination is given (provided that the Executive shall not have
          returned to the performance of his duties on a full time basis during
          such thirty (30) day period), (ii) if the Executive's employment is to
          be terminated by the Bank for Cause or by him pursuant to Sections 6
          or 15 (f) hereof or for any other good Reason, the date specified in
          the Notice of Termination, (iii) if the Executive's employment is to
          be terminated by the Bank for any reason other than Cause, the date
          specified in the


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          Notice of Termination, which in no event shall be a date earlier than
          ninety (90) days after the date on which a Notice of Termination is
          given, unless an earlier date has been expressly agreed to by the
          Executive in writing either in advance of, or after, receiving such
          Notice of Termination, or (iv) if the Executive's employment is
          terminated on account of his death, the day after his death. In the
          case of termination of the Executive's employment by the Bank for
          Cause, if he has not previously expressly agreed in writing to the
          termination, then within thirty (30) days after receipt by the
          Executive of the Notice of Termination with respect thereto, he may
          notify the Bank that a dispute exists concerning the termination, in
          which event the Date of Termination shall be the date set either by
          mutual written agreement of the parties or by such court having the
          matter before it. During the pendency of any such dispute, the Bank
          will continue to pay the Executive his full compensation in effect
          just prior to the time the Notice of Termination is given and until
          the dispute is resolved. However, if such court issues a final and
          non-appealable order finding that the Bank had Cause to terminate the
          Executive, then he must return all compensation paid to him after the
          Date of Termination specified in the Notice of Termination previously
          received by him.

     E)   Disability. Termination by the Bank of the Executive's employment
          based on "Disability" shall mean termination because of the
          Executive's absence from his duties with the Bank on a full time basis
          for one hundred eighty (180) consecutive days as a result of his
          incapacity due to physical or mental illness, unless within thirty
          (30) days after Notice of Termination (as defined herein) is given to
          the Executive following such absence, he shall have returned to the
          full time performance of his duties.

     F)   Good Reason. Termination by the Executive of his employment for "Good
          Reason" shall mean termination based on:

               i)   a determination by the Executive, in his reasonable
                    judgment, that there has been an adverse change in his
                    status or position(s) as an executive officer of the Bank as
                    in effect immediately prior to the change in Control,
                    including, without limitation, any adverse change in his
                    status or position as a result of a diminution in his duties
                    or responsibilities (other than, if applicable, any such
                    change directly attributable to the fact that the Bank is no
                    longer privately owned) or the assignment to him of any
                    duties or responsibilities which are inconsistent with such
                    status or position(s), or any removal of him from, or any
                    failure to reappoint or reelect him to, such positions (s)
                    (except in connection with the termination of his employment
                    for Cause or Disability or as a result of his death or by
                    him other than for Good Reason);

               ii)  a material reduction by the Bank in the Executive's base
                    salary as in effect immediately prior to the Change in
                    Control;

               iii) the failure by the Bank to continue in effect any Plan (as
                    hereinafter defined) in which the Executive is participating
                    at the time of the Change in Control of the bank (or Plans
                    providing the Executive with at least substantially similar
                    benefits) other than as a result of the normal expiration of
                    any such Plan in accordance with its terms as in


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                    effect at the time of the Change in Control, or the taking
                    of any action, or the failure to act, by the Bank which
                    would adversely affect the Executive's continued
                    participation in any of such Plans on at least as favorable
                    a basis to the Executive as is the case on the date of the
                    Change in Control or which would materially reduce his
                    benefits in the future under such Plans or deprive him of
                    any material benefit enjoyed by him at the time of the
                    Change in Control;

               iv)  the failure by the bank to provide and credit the Executive
                    with the number of paid vacation days to which the Executive
                    is then entitled in accordance with the Bank's normal
                    vacation policy as in effect immediately prior to the Change
                    in Control;

               v)   The Bank's requiring the Executive to be based at any office
                    that is greater than thirty (30) miles from where his office
                    is located immediately prior to the Change in Control except
                    for required travel on the Bank's business to an extent
                    substantially consistent with the business travel
                    obligations which he undertook on behalf of the Bank prior
                    to the Change in Control;

               vi)  the failure by the Bank to obtain from any Successor (as
                    defined herein) the assent to this Agreement contemplated by
                    Section 6 hereof;

               vii) Any refusal by the bank to continue to allow the Executive
                    to attend to matters or engage in activities not directly
                    related to the business of the Bank which, prior to the
                    Change in Control, the Executive was permitted by the Board
                    to attend to or engage in.

     G)   Notice of Termination. "Notice of Termination" shall mean a notice
          which shall indicate the specific termination provision in this
          Agreement relied upon.

     H)   Plan. "Plan" shall mean any compensation plan, or employee benefit
          plan such as a pension, profit sharing, medical, disability, accident,
          life insurance plan or any other plan, program or policy of the bank
          intended to benefit employees.

     I)   Retirement. "Retirement" shall mean a termination of the Executive's
          employment by the Executive on or after he has reached age sixty-five
          (65) and has completed at least five (5) years of service for the Bank
          (including any service for a predecessor of the Bank where such prior
          service is recognized by the Bank for the purpose of awarding other
          benefits).

     J)   Successor. "Successor" shall mean any Person that succeeds to, or has
          the practical ability to control (either immediately or with the
          passage of time), the Bank's business, directly by merger or
          consolidation, or indirectly, by purchase of the outstanding Voting
          Securities or otherwise.


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     K)   Years of Service. "Years of Service" shall be defined as a twelve (12)
          consecutive month period in while the Executive has at least one
          thousand (1,000) hours of service with the Bank.

          IN WITNESS WHEREOF, the Bank and Allegheny has caused this instrument
to be signed in its name and on its behalf; and

          WITNESS the following signatures and seals.

                                        Pendleton County Bank,
                                        a West Virginia Corporation


                                        By
                                           -------------------------------------
                                           President


                                        By
                                           -------------------------------------
                                           Chairman of the Board


                                        Allegheny Bancshares, Inc.


                                        By:
                                            ------------------------------------
                                            President


                                        By:
                                            ------------------------------------
                                            Chairman of the Board


                                        By:
                                            ------------------------------------
                                            Executive  William A. Loving, Jr.,
                                            CLBB


Page 11 of 13

<PAGE>

                                  MODIFICATION

                              EMPLOYMENT AGREEMENT

                          EXECUTIVE SEVERANCE AGREEMENT

          William A. Loving (Employee), and Pendleton Community Bank (Bank) and
Allegheny Bancshares, Inc. hereby agree to modify that certain Employment
Agreement between the parties dated September 30, 2003 ("Employment Agreement")
and that certain Executive Severance Agreement between the parties also dated
September 30, 2003 ("Executive Severance Agreement") as hereinafter set forth.

          1. Section 6 of the Employment Agreement is amended by adding the
following paragraph at the end:

               Notwithstanding the above, if at the time of the Employee's
          termination from employment the Employee is a "specified employee" as
          defined under Section 409A of the Internal Code and regulations
          thereunder, any cash "Termination Compensation" due Employee during
          the first six months following the date of his termination shall be
          accumulated and paid in a lump sum on the first day of the seventh
          month following the termination of his employment. Except for these
          cash payments, all other Termination Compensation shall be made in
          accordance with the provisions of this Agreement.

          2. Paragraph 5(C)(b) of the Executive Severance Agreement 5(C) is
amended by adding the following at its end:

          Notwithstanding the payment date set forth in the preamble to
          Paragraph 5(C), if Executive at the time of his termination is a
          "specified employee" as defined under Section 409A of the Internal
          Revenue Code and regulations thereunder, the cash severance benefit
          shall be deferred and paid as of the first day of the seventh month
          following Executive's termination.

          3. Except as hereinabove amended the Employment Agreement and the
Executive Severance Agreement shall remain in full force and effect.


Page 12 of 13

<PAGE>


          In Witness Whereof, Employee, Bank and Allegheny Bancshares, Inc. has
caused this Modification to be executed as of the 28th day of December, 2006.

                                        PENDLETON COMMUNITY BANK


                                        By:
                                            ------------------------------------
                                        Its:
                                              ----------------------------------


                                        ALLEGHENY BANCSHARES, INC.


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------


                                        ----------------------------------------
                                        WILLIAM A. LOVING, JR.


Page 13 of 13