Exhibit 10.6

                              EMPLOYMENT AGREEMENT

     This  Employment  Agreement  (the  "Agreement")  dated  this  13th  day  of
December,  1999 (the "Effective  Date") by and between Belmont  National Bank, a
national  banking  corporation  (the  "Bank"),  and  Belmont  Bancorp,  an  Ohio
corporation (the "Holding Co." and collectively  with the Bank, the "Employer"),
and  Wilbur R.  Roat  ("Employee").  For and in  consideration  of the  parties'
material  covenants,  representations  and warranties  made herein,  the parties
agree as follows:

     1. Employment and Duties.

     (a) The Employer  hereby  employs  Employee to serve as the  President  and
Chief  Executive  Officer  of each of the  Bank  and the  Holding  Co.  As such,
Employee shall have  responsibilities,  duties and authority reasonably accorded
to and expected of such position.  Employer will report directly to the Board of
Directors of each of the Bank and the Holding Co.  (referred to  individually or
collectively,  as the context  shall  require,  the  "Board").  Employee  hereby
accepts this  employment  upon the terms and  conditions  herein  contained and,
subject to paragraph 3 hereof,  agrees to devote Employee's full time, attention
and efforts to promote and further the business of the Employer.

     (b) Employee shall  faithfully  adhere to, execute and fulfill all policies
established  by the Employer,  as such policies may be changed from time to time
by the Employer.

     2. Compensation.  For all services rendered by Employee, the Employer shall
compensate Employee as follows:

     (a) Base Salary.  The base salary payable to Employee shall be $160,000 per
year,  payable on a monthly basis in  accordance  with the  Employer's  standard
payroll  procedures.  On at least an annual  basis,  the  Employer  will  review
Employee's  performance  and may make  increases  to such base salary if, in its
discretion, any such increase is warranted.

     (b) Employee  Perquisites,  Benefits,  Annual Bonus and Other Compensation.
Employee shall be entitled to receive additional  benefits and compensation from
the Employer in such form and to such extent as specified below:

          (i) For the services  Employee performs during calendar year 2000, the
     Board shall award to Employee such bonus,  if any, as its determines in its
     judgment  to be  appropriate.  Factors  which the Board  shall  consider in
     making its determination  shall be the Employee's  success in improving the
     quality and performance of the Bank's loan portfolio, including by reducing
     the number of loans on the Bank's watch list and  improving  the grading of
     the loans held in the  portfolio.  The parties  acknowledge  and understand
     that a bonus of from  $20,000  to $25,000 is  anticipated  if the  Employee
     provides exemplary service.  Any such bonus shall be payable not later than
     March 31, 2001.

          (ii) As soon as  reasonably  practicable,  but in no event  later than
     June 30, 2000,  the parties  shall adopt a mutually  acceptable  bonus plan
     which  provides  for the  payment of an annual  bonus to  Employee  for the
     services he performs during each calendar year,  beginning with 2001, based
     upon the  Bank's  achievement  of a  specified  return on  equity  and/or a
     specified return on assets.  Any such bonus shall be payable not later than
     March 31 of each year  following the year for which the Bank's  performance
     is measured.

          (iii)  Employee  and  Employee's  dependent  family  members  shall be
     entitled to participate in the health, hospitalization, disability, dental,
     life and other  insurance  plans that the  Employer may have in effect from
     time to time, with benefits provided to Employee under this clause to be at
     least equal to such  benefits  provided to  executive  officers of Employer
     generally.

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          (iv)  Employee  shall be  reimbursed  all  business  travel  and other
     out-of-pocket  expenses  reasonably incurred by Employee in the performance
     of  Employee's  services  pursuant  to  this  Agreement.  All  reimbursable
     expenses shall be appropriately documented in reasonable detail by Employee
     upon  submission  of any  request  for  reimbursement,  and in a format and
     manner  consistent  with  the  Employer's  expense  reporting  policy.  Any
     expenses in excess of $3,000 per year in the aggregate shall be approved by
     the Board.

          (v)  Employee  shall be entitled to an allowance to lease a Buick Park
     Avenue or equivalent  vehicle,  to be replaced every three years during the
     term of this Agreement.

          (vi)  Employee  shall be entitled  to use of the one of the  corporate
     memberships for Belmont Hills Country Club held by Employer,  to be used to
     promote Employer's business and affairs.

          (viii)  Employee  shall be  entitled to a grant of options to purchase
     between  50,000 and 75,000  shares of the Holding  Co.'s common stock under
     the Belmont  Bancorp 1999 Stock  Option Plan Stock for Wilbur  Roat,  to be
     adopted by the Board  substantially  in the form attached hereto as Annex A
     (the "Plan"). Such options shall have an exercise price equal to the market
     price of the Holding  Co.'s common stock on the date of grant,  which shall
     be as  determined  by the  Board  or the  committee  thereof  charged  with
     administering the Plan. Such options shall vest 20% upon grant and in equal
     20% increments on each of the first four anniversaries of the date of grant
     and shall be  exercisable  for 10 years from the date of grant,  subject to
     earlier termination following the termination of Employee's employment with
     the Holding Co. as provided  in the Plan;  provided,  however,  that (1) if
     Employer  terminates  Employee  without  cause as set  forth  in  paragraph
     5(a)(iv),  the last day of the Remaining  Period (as  hereinafter  defined)
     shall be deemed the date of Employee's  termination of employment,  and (2)
     upon the occurrence of a Change of Control (as  hereinafter  defined),  all
     outstanding options held by Employee shall immediately vest.

          (ix)  Employee  shall be entitled to four weeks of paid  vacation  per
     year.

          (x) Employer shall provide Employee with other employee perquisites as
     may be  available  to or deemed  appropriate  for Employee by the Board and
     participation in all other Employer-wide employee benefits as are available
     from time to time.

     3. Non-Competition Agreement.

     (a) Employee shall not, during the term of Employee's employment hereunder,
be engaged in any other  business  activity  pursued  for gain,  profit or other
pecuniary  advantage.  The  foregoing  limitations  shall  not be  construed  as
prohibiting  Employee from making personal investments in such form or manner as
will  neither  require  Employee's  services in the  operation or affairs of the
companies  or  enterprises  in which such  investments  are made nor violate the
terms of this paragraph 3.

     (b) In  addition,  Employee  shall not,  during  the  period of  Employee's
employment with the Employer, and for a period of one year immediately following
the termination of Employee's  employment  under this Agreement  (excluding from
such computation any time during which Employee is in violation of any provision
of this paragraph 3):

          (i) serve as an officer, director,  shareholder, owner, partner, joint
     venturer,  consultant  or  advisor  to any  bank,  savings  bank  or  other
     financial  institution  within a 50 mile  radius  of the  Bank's  principal
     office in St. Clairsville,  Ohio (except that Employee may hold up to 1% of
     the capital stock of any such institution);

          (ii) solicit any of Employer's customers except on Employer's behalf;

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          (iii) directly or indirectly  influence any of Employer's employees to
     terminate  their  employment  with Employer or accept  employment  with any
     competitor of the Employer;

          (iv) interfere with any of Employer's business relationships; or

          (v)  enter  into any  business  relationship  with  any of  Employer's
     customers  or  suppliers,  except  upon prior  approval  of the Board after
     Employee has apprised it of the nature of the  relationship  proposed to be
     entered  into  and the  direct  or  indirect  compensation  proposed  to be
     received by Employee.

     (c) Because of the difficulty of measuring  economic losses to the Employer
as a result of a breach of the foregoing covenant,  and because of the immediate
and irreparable damage that could be caused to the Employer for which they would
have no other adequate remedy,  Employee agrees that the foregoing  covenant may
be enforced by the Employer in the event of breach by Employee,  by  injunctions
and restraining orders.

     (d) The covenants in this  paragraph 3 are severable and separate,  and the
unenforceability of any specific covenant shall not affect the provisions of any
other covenant. Moreover, in the event any court of competent jurisdiction shall
determine  that the  scope,  time or  territorial  restrictions  set  forth  are
unreasonable,  then it is the intention of the parties that such restrictions be
enforced  to the  fullest  extent  which the  court  deems  reasonable,  and the
Agreement shall thereby be reformed.

     (e) All of the  covenants  in this  paragraph  3 shall be  construed  as an
agreement  independent  of any  other  provision  in  this  Agreement,  and  the
existence  of any claim or cause of action of  Employee  against  the  Employer,
whether  predicated  on this  Agreement  or  otherwise,  shall not  constitute a
defense to the enforcement by the Employer of such covenants.

     4.  Place  of  Performance.  Employee  understands  that  Employee  may  be
requested by the Board to relocate from Employee's  present residence to another
geographic location in order to more efficiently carry out Employee's duties and
responsibilities  under this  Agreement.  In such event,  if Employee  agrees to
relocate, the Employer will pay all relocation costs not in excess of $40,000 to
move  Employee,  Employee's  immediate  family and their  personal  property and
effects.  Such costs may  include,  by way of  example,  but are not limited to,
pre-move visits to search for a new residence,  investigate schools or for other
purposes;  temporary  lodging  and  living  costs  prior  to  moving  into a new
permanent  residence;  duplicate home carrying  costs;  all closing costs on the
sale  of  Employee's  present  residence  and on the  purchase  of a  comparable
residence in the new location; and added income taxes that Employee may incur if
any relocation costs are not deductible for tax purposes. Subject to the $40,000
limitation on costs to be borne by Employer, the general intent of the foregoing
is that Employee shall not personally bear any out-of-pocket cost as a result of
the  relocation,  with an  understanding  that Employee will use Employee's best
efforts to incur only those costs which are reasonable and necessary to effect a
smooth, efficient and orderly relocation with minimal disruption to the business
affairs of the Employer and the personal life of Employee and Employee's family.

     5. Term; Termination; Rights on Termination.

     (a) The  term of this  Agreement  shall  begin  on the  Effective  Date and
continue  for three  years  (the  "Term"),  unless  terminated  sooner as herein
provided,  and shall  continue  thereafter on a  year-to-year  basis on the same
terms and  conditions  contained  herein  in  effect as of the time of  renewal;
provided,  however, that this Agreement will not continue in effect if notice of
non-renewal  is  provided  by  Employer  not  less  than  30 days  prior  to the
expiration of the then current term.  This Agreement and  Employee's  employment
may be terminated in any one of the following ways:

          (i) Death.  The death of Employee  shall  immediately  terminate  this
     Agreement with no severance compensation due to Employee's estate.

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          (ii)  Disability.  If, as a result of  incapacity  due to  physical or
     mental  illness or injury,  Employee  shall have been absent from full-time
     duties hereunder for four consecutive  months, then 30 days after receiving
     written notice (which notice may occur before or after the end of such four
     month period, but which shall not be effective earlier than the last day of
     such four month period), the Employer may terminate  Employee's  employment
     hereunder  provided  Employee is unable to resume  full-time duties with or
     without  reasonable  accommodation at the conclusion of such notice period.
     Also, Employee may terminate Employee's  employment hereunder if Employee's
     health  should  become  impaired  to an extent  that  makes  the  continued
     performance of Employee's duties hereunder hazardous to Employee's physical
     or mental health or life,  provided that Employee  shall have furnished the
     Employer with a written  statement  from a qualified  doctor to such effect
     and provided,  further, that, at the Employer's request made within 30 days
     of the  date  of  such  written  statement,  Employee  shall  submit  to an
     examination  by a  doctor  selected  by  the  Employer  who  is  reasonably
     acceptable to Employee or Employee's doctor.

          Employee shall continue to receive from the Employer (whether directly
     and/or through any disability  insurance policy) (1) for the balance of the
     period  that this  Agreement  would have  remained  in effect  absent  such
     termination  for  disability  (but  without any  subsequent  renewal)  (the
     "Remaining  Period") plus a period of six months  following the termination
     of Employee's  employment  (the "Severance  Period" and,  together with the
     Remaining  Period,  the  "Reference  Period") the base salary at 70% of the
     rate  being  paid to the  Employee  immediately  prior to his  termination,
     payable  monthly,  (2) if not  previously  paid, the bonus for the calendar
     most recently ended prior to the  termination of Employee's  employment for
     disability and, for any subsequent year during the Remaining Period, 70% of
     the bonus that would have been payable had Employee's employment continued,
     payable by March 31 of the year  following  the year for which the bonus is
     calculated,  and (3) for the Reference Period, the other benefits specified
     in paragraph 2.

          (iii) Good Cause. The Employer may terminate the Agreement immediately
     for good  cause  in the  event  that the  Employee  (1)  commits  an act of
     dishonesty,  fraud,  embezzlement,  or breach of trust against the Employer
     (including any misrepresentation to the Board), or an act which he knows to
     be in  violation  of his duties to the  Employer,  which act is  materially
     injurious  to the  Employer's  business or  reputation  and is not remedied
     within 10 days after notice  thereof by the  Employer;  (2)  breaches  this
     Agreement or fails to adequately render services or perform his obligations
     to the  Employer,  which act or  failure  is  materially  injurious  to the
     Employer's  business or reputation and is not remedied within 10 days after
     notice  thereof  by the  Employer;  (3)  commits  acts  amounting  to gross
     negligence  or willful  misconduct  which are  materially  injurious to the
     Employer's  business or reputation and is not remedied within 10 days after
     notice  thereof by the Employer;  (4) is convicted of a felony,  a crime of
     moral  turpitude  or any crime  involving  the Employer or his duties under
     this  Agreement;  or (5) tests  positive to the use of any illegal drug; or
     (6) abuses alcohol or any other drug and fails to enter the  rehabilitation
     program or undertake the plan of treatment  prescribed by the Board,  fails
     to comply with the conditions of such program or plan of treatment or fails
     to comply with the maintenance conditions prescribed following such program
     or plan of  treatment.  In the  event  of a  termination  for  good  cause,
     Employee  shall  have no right  to  receive  any  further  compensation  or
     benefits hereunder.

          (iv) Without Cause. At any time after the  commencement of employment,
     the Employer or Employee may,  without cause,  terminate this Agreement and
     Employee's  employment,  effective 30 days after written notice is provided
     to the other.

          Should  Employee be terminated by the Employer  without  cause,  then,
     unless  Employee is  entitled  to  compensation  under  paragraph  5(a)(vi)
     hereof,  Employee  shall  continue to receive from the Employer (1) for the
     Reference  Period the base  salary at the rate  being paid to the  Employee
     immediately  prior  to  his  termination,   payable  monthly,  (2)  if  not
     previously  paid,  the bonus for the calendar most recently  ended prior to
     the  termination  of Employee's  employment  and, for any  subsequent  year
     during the Remaining Period, a amount equal to the greater of (A) the bonus
     that would have been payable had Employee's employment continued or (B) the
     last bonus earned by Employee prior to his  termination  without cause,  in
     either case

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     payable by March 31 of the year  following  the year for which the bonus is
     calculated,  and (3) for the Reference Period, the other benefits specified
     in paragraph 2.

          Except as  otherwise  provided  in  paragraph  5(a)(vi),  if  Employee
     voluntarily  terminates  his employment  with the Employer,  Employee shall
     receive no further compensation or benefits hereunder.

          (v) Failure to Renew.  The  termination  of  Employee's  employment by
     reason of Employer's  failure to renew this Agreement shall be treated as a
     termination  by reason of disability,  good cause or without cause,  as the
     case may be, and the  applicable  provisions  of this  paragraph 5 shall be
     applied.  In  such  instance,  there  shall  be no  Remaining  Period,  and
     Reference Period and the Severance Period shall be coextensive.

          (vi) Change of Control.  If (A) the Employer terminates the Employee's
     employment  (including by failing to renew this Agreement) within two years
     following the occurrence of a Change of Control (as  hereinafter  defined),
     unless such termination is by reason of the death or disability of Employee
     or the  Employer's  termination  of Employee for good cause as specified in
     paragraph   5(a)(iii),   or  (B)  the  Employee  voluntary  terminates  his
     employment (including by failing to renew this Agreement) within six months
     following  the  occurrence  of a Change  of  Control,  the  Employer  shall
     repurchase  from  Employee his personal  residence in the St.  Clairsville,
     Ohio area for the price paid by Employee, and shall pay to Employee, within
     90 days after such termination, a lump sum payment equal to 299% of the sum
     of (1) his  annualized  base salary at the rate being paid to the  Employee
     immediately  prior to the termination of his employment,  payable  monthly,
     and (2) the most recent  bonus  earned by Employee  (which,  if it has been
     earned but not paid to Employee for the year most  recently  ended prior to
     the  termination  of  Employee's  employment,  such  bonus  shall  be  paid
     independently (and without reduction) of this lump sum payment).

          A "Change of Control" shall mean:

          (1)  either the Bank or the Holding Co. sells or  otherwise  transfers
               all or substantially all of its assets to another  corporation or
               other entity and, as a result of such sale or transfer, less than
               a majority of the combined  voting power of the then  outstanding
               securities of such other corporation or entity  immediately after
               such  transaction  is held in the  aggregate  by the  holders  of
               securities of any class or series  entitled to vote  generally in
               the election of directors ("Voting Stock") of the Bank or Holding
               Co. immediately prior to such sale or transaction;

          (2)  either the Bank or the  Holding  Co. is merged,  consolidated  or
               reorganized into or with another corporation or other entity, and
               as a result of such merger, consolidation or reorganization, less
               than a  majority  of  the  combined  voting  power  of  the  then
               outstanding  securities of such corporation or entity immediately
               after such transaction is held in the aggregate by the holders of
               Voting Stock of the Bank or Holding Co. immediately prior to such
               transaction;

          (3)  any person or group of  persons,  as defined in Rule 13d-5 of the
               Rules  under the  Securities  Exchange  Act of 1934,  as  amended
               ("Group") becomes the beneficial  owner,  directly or indirectly,
               of a majority of the Voting Stock of the Holding Co.; or

          (4)  any person or Group,  other than the  Holding  Co.,  becomes  the
               beneficial  owner,  directly or indirectly,  of a majority of the
               Voting Stock of the Bank.

     (b) Effect of  Termination.  Upon  termination  of this  Agreement  for any
reason  provided above,  Employee shall be entitled to receive all  compensation
earned and all benefits and  reimbursements  due through the  effective  date of
termination.  Additional compensation subsequent to termination, if any, will be
due and  payable to  Employee  only to the  extent  and in the manner  expressly
provided  herein.  All other rights and obligations of the

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Employer and Employee under this Agreement  shall cease as of the effective date
of termination,  except that the Employer's obligations under paragraph 8 herein
and Employee's obligations under paragraphs 3, 6 and 7 herein shall survive such
termination in accordance with their terms unless otherwise provided herein.

     (c)  Employee  recognizes  and  understands  that the Bank must  obtain the
approval or a waiver of the Comptroller of the Currency and the Holding Co. must
obtain the approval or a waiver from the Federal  Reserve Bank of Cleveland  for
Employee's  appointment  to  become  effective.   Accordingly,   notwithstanding
anything to the contrary herein contained,  if such waivers or approvals are not
obtained, Employer may immediately terminate Employer's employment hereunder. In
such event,  Employee  shall be entitled to receive an amount  equal to his base
salary for a three month period, payable in a lump sum within 30 days after such
termination, and Employee shall not be bound by the provisions of paragraph 3(b)
at any time following such termination.

     6. Return of Employer  Property.  All records,  business  plans,  financial
statements,  manuals,  memoranda,  lists  and  other  property  delivered  to or
compiled by Employee by or on behalf of the Employer or its  representatives  or
customers  which pertain to the business of the Employer shall be and remain the
property  of the  Employer,  and be subject at all times to its  discretion  and
control.  Likewise, all correspondence,  reports,  records, charts,  advertising
materials  and other  similar data  pertaining  to the  business,  activities or
future plans of the Employer  which is collected by Employee  shall be delivered
promptly to the Employer  without  request by it upon  termination of Employee's
employment.

     7. Proprietary  Information;  Trade Secrets.  Employee agrees that Employee
will not disclose the terms of the Employer's  relationships  or agreements with
its customers or any other  proprietary  information  or trade secrets of either
whether in existence or proposed, to any person, firm, partnership,  corporation
or business for any reason or purpose whatsoever.

     8.  Indemnification.  In  the  event  Employee  is  made  a  party  to  any
threatened,  pending or contemplated action, suit or proceeding,  whether civil,
criminal,  administrative or investigative (other than an action by the Employer
against  Employee),  by reason of the fact that  Employee  is or was  performing
services  under this  Agreement,  then the  Employer  shall  indemnify  Employee
against all expenses (including attorneys' fees),  judgments,  fines and amounts
paid  in  settlement,  as  actually  and  reasonably  incurred  by  Employee  in
connection therewith.  In the event that both Employee and the Employer are made
a party to the same third  party  action,  complaint,  suit or  proceeding,  the
Employer agrees to engage counsel,  and Employee agrees to use the same counsel,
provided  that if counsel  selected  by the  Employer  shall have a conflict  of
interest  that prevents such counsel from  representing  Employee,  Employee may
engage  separate  counsel and the Employer shall pay all  reasonable  attorneys'
fees of such  separate  counsel.  The Employer  shall not be required to pay the
fees of more than one law firm except as  described in the  preceding  sentence,
and shall not be  required  to pay the fees of more than two law firms under any
circumstances.  Further,  while  Employee  is  expected  at  all  times  to  use
Employee's  best efforts to faithfully  discharge  Employee's  duties under this
Agreement,  Employee  cannot  be held  liable  to the  Employer  for  errors  or
omissions  so long as  Employee  has  acted in good  faith  and in a  manner  he
reasonably believes to be in the best interests of the Employer.

     9. No Prior  Agreements.  Employee  hereby  represents  and warrants to the
Employer  that the  execution  of this  Agreement  by  Employee  and  Employee's
employment by the Employer and the  performance of Employee's  duties  hereunder
will not violate or be a breach of any agreement with a former employer,  client
or any other  person or  entity.  Further,  Employee  agrees  to  indemnify  the
Employer  for any claim,  including,  but not  limited to,  attorneys'  fees and
expenses of investigation, by any such third party that such third party may now
have or may  hereafter  come to have against the Employer  based upon or arising
out of any  non-competition  agreement,  invention or secrecy  agreement between
Employee  and such third  party  which was in  existence  as of the date of this
Agreement.

     10. Assignment; Binding Effect. Employee understands that Employee has been
selected  for  employment  by the Employer on the basis of  Employee's  personal
qualifications, experience and skills. Employee agrees, therefore, that Employee
cannot assign all or any portion of Employee's performance under this Agreement.

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Subject to the preceding two sentences,  this  Agreement  shall be binding upon,
inure to the  benefit  of and be  enforceable  by the  parties  hereto and their
respective heirs, legal representatives, successors and assigns.

     11. Complete  Agreement.  This Agreement sets forth the entire agreement of
the parties  hereto  relating to the subject  matter hereof and  supersedes  any
other  employment  agreements or  understandings,  written or oral,  between the
Employer and  Employee.  This  Agreement is not a promise of future  employment.
Employee  has no oral  representations,  understanding  or  agreements  with the
Employer or any of its officers,  directors or representatives covering the same
subject matter as this Agreement.  This written Agreement is the final, complete
and exclusive statement and expression of the agreement between the Employer and
Employee  and of all the  terms of this  Agreement,  and it  cannot  be  varied,
contradicted or supplemented by evidence of any prior or contemporaneous oral or
written agreement.  This written Agreement may not be later modified except by a
further  writing  signed  by a  duly  authorized  officer  of the  Employer  and
Employee,  and no term of this  Agreement may be waived except by writing signed
by the party waiving the benefit of such term.

     12. Notice. Whenever any notice is required hereunder, it shall be given in
writing addressed as follows:

     To The Employer:  Belmont National Bank and Belmont Bancorp
                       154 West Main Street
                       St. Clairsville, OH  43950

     To Employee:      Wilbur R. Roat
                       1755 Creekview Drive
                       Fogelsville, PA 18051

     Notice  shall be deemed  given and  effective  on the earlier of three days
after the  deposit  in the U.S.  mail of a writing  addressed  as above and sent
first class mail, certified, return receipt requested, or when actually received
by means of hand delivery, delivery by Federal Express or other courier service,
or by facsimile transmission.  Either party may change the address for notice by
notifying the other party of such change in accordance with this paragraph.

     13.  Severability;  Headings.  If any  portion  of this  Agreement  is held
invalid or  inoperative,  the other portions of this  Agreement  shall be deemed
valid and operative and, so far as is reasonable  and possible,  effect shall be
given to the intent  manifested by the portion held invalid or inoperative.  The
paragraph  headings herein are for reference  purposes only and are not intended
in any way to describe,  interpret,  define or limit the extent or intent of the
Agreement or of any part hereof.

     14. Enforceability.  If any provision or part thereof of this Agreement for
any  reason  shall  be  validly  held  by an  official  body  to be  invalid  or
unenforceable,  the valid and  enforceable  provisions  or parts  thereof  shall
continue to be given effect and bind the Employer and Employee.

     15.  Governing  Law.  This  Agreement  shall in all  respects be  construed
according to the laws of the State of Ohio without  regard for its  conflicts of
laws principles.

     16. Counterparts.  This Agreement may be executed  simultaneously in two or
more  counterparts,  each of which shall be deemed an original  and all of which
together shall constitute but one and the same instrument.

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<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.


Belmont National Bank

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By:
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Name:
       ---------------------------
Title:
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Belmont Bancorp

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By:
       ---------------------------
Name:
       ---------------------------
Title:
       ---------------------------

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Wilbur R. Roat

                                      E-9