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                                                                    EXHIBIT 10.2

                               FEBRUARY 20, 2001

                             EMPLOYMENT AGREEMENT

PROMISTAR FINANCIAL CORPORATION ("PROMISTAR"), and John H. Anderson
("Executive") agree to enter into this EMPLOYMENT AGREEMENT dated as of January
24, 2001 as follows:


1.   Employment.

     PROMISTAR hereby agrees to continue to employ Executive, and Executive
     hereby agrees to continue to be employed by PROMISTAR, upon the terms and
     subject to the conditions set forth in this Agreement.


2.   Term of Employment.

     The initial term of Executive's employment under this Agreement shall be
     for a period of three (3) years, beginning on January 24, 2001 and ending
     on January 23, 2004. On each anniversary of the initial commencement date
     while Executive remains employed hereunder, such term will be automatically
     extended one more year, unless PROMISTAR provides written notice of its
     intent not to so extend this Agreement at least thirty (30) days prior to
     any anniversary date hereof; provided, however, that notwithstanding any
     such notice by PROMISTAR not to extend, the term of this Agreement shall
     not expire prior to the expiration of twelve (12) months on or after the
     occurrence of a Change of Control which occurs while this Agreement is in
     effect.


3.   Duties and Responsibilities.

     (a)  PROMISTAR will continue to employ Executive as its Chairman and Chief
          Executive Officer. In such capacity, Executive shall perform the
          customary duties and have the customary responsibilities of such
          position and such other duties as may be assigned to Executive from
          time to time by the Board of Directors of PROMISTAR or its designee.

     (b)  Executive agrees to faithfully serve PROMISTAR, devote his full
          working time, attention and energies to the business of PROMISTAR, its
          subsidiaries and affiliated entities, and perform the duties under
          this Agreement to the best of his abilities. Executive may perform
          services without direct compensation therefor in connection with the
          management of personal investments or in connection with charitable or
          civic organizations.

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     (c)  Executive agrees:

          (i)    To comply with all applicable laws, rules and regulations, and
                 all requirements of all applicable regulatory, self-regulatory,
                 and administrative bodies;

          (ii)   To comply with PROMISTAR's rules, procedures, policies,
                 requirements, and directions; and

          (iii)  Not to engage in any other business or employment without the
                 written consent of PROMISTAR, except as otherwise specifically
                 provided herein.


4.   Compensation and Benefits.

     (a)  Base Salary. During the Employment Term, PROMISTAR shall pay Executive
          a base salary at the annual rate of $400,000 per year or such higher
          rate as may be determined from time to time by PROMISTAR ("Base
          Salary"). Such Base Salary shall be paid in accordance with
          PROMISTAR's standard payroll practice for executives.

     (b)  Incentive Compensation Plans. During the Employment Term, Executive
          shall be eligible to participate in PROMISTAR's incentive compensation
          plan(s) in accordance with PROMISTAR's normal practice for executives.

     (c)  Expense Reimbursement. PROMISTAR shall promptly reimburse Executive
          for the ordinary and necessary business expenses incurred by Executive
          in the performance of the duties under this Agreement in accordance
          with PROMISTAR's customary practices applicable to executives,
          provided that such expenses are incurred and accounted for in
          accordance with PROMISTAR's policy.

     (d)  Benefit Plans, Fringe Benefits and Vacations. Executive shall be
          eligible to participate in or receive benefits under any pension plan,
          401(k) savings plan, nonqualified deferred compensation plan,
          supplemental executive retirement plan, medical and dental benefits
          plan, life insurance plan, short-term and long-term disability plans,
          supplemental and/or incentive compensation plans, or any other
          employee benefit or fringe benefit plan, generally made available by
          PROMISTAR to executives in accordance with the eligibility
          requirements of such plans and subject to the terms and conditions set
          forth in such plans and this Agreement.


5.   Termination of Employment

     Executive's employment under this Agreement may be terminated under any of
     the circumstances set forth in this Section 5. Upon termination, Executive
     (or his beneficiary or estate, as the case may be) shall be entitled to
     receive the compensation described in Section 6 below, and, if applicable,
     Section 7 below.

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     (a)  Death. Executive's employment shall terminate upon Executive's death.

     (b)  Totally Disabled. PROMISTAR may terminate Executive's employment upon
          his becoming "Totally Disabled." For purposes of this Agreement,
          Executive shall be "Totally Disabled" if Executive is physically or
          mentally incapacitated so as to render Executive incapable of
          performing his usual and customary duties under this Agreement.
          Executive's receipt of disability benefits under PROMISTAR's long-term
          disability benefits plan (the "LTD Plan") or receipt of Social
          Security disability benefits shall be deemed conclusive evidence of
          being Totally Disabled for purpose of this Agreement; provided,
          however, that in the absence of Executive's receipt of such long-term
          disability benefits or Social Security benefits, PROMISTAR's Board of
          Directors (the "Board") may, in its reasonable discretion (but based
          upon appropriate medical evidence), determine that Executive is
          Totally Disabled.

     (c)  Termination by PROMISTAR for Cause. PROMISTAR may terminate
          Executive's employment for "Cause." Such termination shall be
          effective as of the date specified in the written Notice of
          Termination provided to Executive.

          (i)    For purposes of this Agreement, the term "Cause" shall mean any
                 of the following:

                 (A)  Conviction of a crime (including conviction on a nolo
                      contendere plea) involving the commission by Executive of
                      a felony or of a criminal act involving, in the good faith
                      judgment of the Board, fraud, dishonesty or moral
                      turpitude, but excluding any conviction which results
                      solely from Executive's title or position with PROMISTAR
                      and is not based on his personal conduct;

                 (B)  Deliberate and continual refusal to perform employment
                      duties reasonably requested by PROMISTAR or an affiliate
                      after thirty (30) days' written notice by certified mail
                      of such failure to perform, specifying that the failure
                      constitutes Cause (other than as a result of approved
                      vacation, sickness, illness or injury);

                 (C)  Fraud or embezzlement determined in accordance with
                      PROMISTAR's normal, internal investigative procedures
                      consistently applied in comparable circumstances;

                 (D)  Gross misconduct or gross negligence in connection with
                      the business of PROMISTAR or an affiliate which has
                      substantial effect on PROMISTAR or the affiliate; or

                 (E)  Breach of any of the covenants set forth in Section 9
                      hereof.

          (ii)   Regardless of whether Executive's employment initially was
                 considered to be terminated for any reason other than Cause,
                 Executive's employment will be considered to have been
                 terminated for Cause for purposes of this Agreement if the
                 Board subsequently determines that Executive engaged in an act
                 constituting Cause.

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          (iii)  Any determination of Cause under this Agreement shall be made
                 by resolution adopted by unanimous vote of a quorum of the
                 Board at a meeting called and held for that purpose. Executive
                 shall be provided with reasonable notice of such meeting and
                 Executive shall be given the opportunity to be heard before
                 such vote is taken by the Board.

     (d)  Termination by PROMISTAR without Cause. PROMISTAR may terminate
          Executive's employment under this Agreement without Cause after
          providing Notice of Termination to Executive.

     (e)  Termination by Executive. Executive may terminate his employment under
          this Agreement after providing written Notice of Termination to
          PROMISTAR. Such Notice shall state whether Executive's termination is
          by reason of a deemed "Constructive Termination Event." Termination of
          employment by Executive by reason of a "Constructive Termination
          Event" shall be deemed to have occurred, if Executive provides the
          Notice of Termination within ninety (90) days after the occurrence of
          any of the following:

          (i)    Without Executive's express written consent, a change in
                 Executive's responsibilities, status, titles, or offices, and
                 in the reasonable judgment of Executive, such change represents
                 a material diminution or increase of the Executive's
                 responsibilities, status, titles, or offices, work load,
                 required hours or travel from that historically required of the
                 Executive, or any removal of Executive from, or any failure to
                 re-elect Executive to, any of such titles or offices, except in
                 connection with the termination of Executive's employment as a
                 result of his death, or by PROMISTAR for being Totally Disabled
                 or Cause, or by Executive other than by reason of a
                 Constructive Termination Event.

          (ii)   A reduction by PROMISTAR in Executive's Base Salary.

          (iii)  An intentional, material reduction by PROMISTAR of Executive's
                 aggregate incentive opportunities under the incentive
                 compensation plans available to senior executives.

          (iv)   The failure of PROMISTAR to maintain Executive's relative level
                 of coverage under PROMISTAR's employee benefit, retirement, or
                 material fringe benefit plans, policies, practices, or
                 arrangements in which Executive participates, both in terms of
                 the amount of benefits provided and the relative level of
                 Executive's participation. For this purpose, PROMISTAR may
                 eliminate and/or modify existing employee benefit plans and
                 coverage levels on a consistent and nondiscriminatory basis
                 applicable to all such executives; provided, however, that
                 Executive's level of coverage under all such programs must be
                 at least as great as such coverage provided to employees who
                 have the same or lesser levels of reporting responsibilities
                 within PROMISTAR's organization.

          (v)    The failure by PROMISTAR to pay Executive any material amount
                 of his current compensation, or any material amount of his
                 compensation deferred under any plan, agreement or arrangement
                 of or with

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                 PROMISTAR, within ten (10) days after Executive makes written
                 demand for such amount.

          (vi)   The required relocation of the Executive out of PROMISTAR's
                 principal executive offices or the metropolitan area of the
                 Executive's principal office without the Executive's prior
                 written consent.

          (vii)  The failure by PROMISTAR to obtain an assumption of PROMISTAR'S
                 obligations under this Agreement by any successor to PROMISTAR.

     (f)  Notice of Termination. Any termination of Executive's employment by
          PROMISTAR or by Executive (other than by reason of Executive's death)
          shall be communicated by written Notice of Termination to the other
          party in accordance with Section 19 below. For purposes of this
          Agreement, a "Notice of Termination" shall mean a notice in writing
          which shall indicate the specific termination provision in this
          Agreement relied upon to terminate Executive's employment and shall
          set forth in reasonable detail the facts and circumstances claimed to
          provide a basis for termination of Executive's employment under the
          provision so indicated.

     (g)  Date of Termination. The effective date of Executive's termination of
          employment shall be:

          (i)    In the event of his death, the date of death;

          (ii)   In the event of termination on account of being Totally
                 Disabled, thirty (30) days after Notice of Termination is given
                 (provided that Executive shall not have returned to the
                 performance of his duties on a full-time basis during such
                 thirty (30) day period);

          (iii)  In the event of termination by PROMISTAR for Cause or without
                 Cause or by Executive by reason of a Constructive Termination
                 Event, the date specified in the Notice of Termination; and

          (iv)   In the event of any other termination, the last day of the
                 thirty (30) day period beginning on the date on which written
                 Notice of Termination is given (the "Notice Period"), or such
                 earlier date as may be specified by PROMISTAR or later date as
                 may be mutually agreed by the parties.


6.   Compensation in Event of Termination.

     (a)  Termination Without Cause or as a Result of a Constructive Termination
          Event. In the event that Executive's employment hereunder is
          terminated:

          (i)    By PROMISTAR without Cause pursuant to Section 5(d) hereof; or

          (ii)   By Executive by reason of a Constructive Termination Event
                 pursuant to Section 5(e) hereof;

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          then PROMISTAR shall pay or provide in the same manner as before
          termination, as applicable, the following compensation and benefits to
          Executive:

          (iii)  Continuation of full base salary and benefits during the time
                 period equal to the remaining Employment Term immediately prior
                 to Executive's termination (without regard to any future
                 renewals that would have occurred absent such termination),
                 but, in no event, less than one (1) year (the "Termination
                 Period");

          (iv)   Continue to participate in PROMISTAR's incentive compensation
                 plans for each award cycle under such plans which began prior
                 to the Termination Period, assuming Executive was a good
                 performer during such award cycle and the award payable for
                 such cycle shall be a pro-rata portion of the amount determined
                 as of the close of each such award cycle based on the length of
                 Executive active employment during the cycle to the length of
                 the cycle with the award payable in the same manner Executive
                 would have been paid if he continued to be an active employee.

          (v)    Any other amounts, awards, benefits or other compensation to
                 which Executive is or, prior to Executive's termination of
                 employment, was entitled during the Termination Period under
                 any of PROMISTAR's other compensation plans which to the extent
                 of any vesting dates occurring during the Termination Period
                 shall be considered to vest on such date notwithstanding such
                 termination (unless more quickly vested pursuant to Section
                 8(b) hereof or the terms of such plan); and

          (vi)   Continuing coverage, to the extent not prohibited by law,
                 during the Termination Period or until comparable benefits are
                 made available to him in connection with subsequent employment,
                 whichever period is shorter, for Executive and his eligible
                 dependents under all of PROMISTAR's benefit plans in effect and
                 applicable to Executive and his eligible dependents as of the
                 Date of Termination. In the event that Executive and/or his
                 eligible dependents, because of Executive's terminated status,
                 cannot be covered or fully covered under any or all of
                 PROMISTAR's benefit plans, PROMISTAR shall continue to provide
                 Executive and/or his eligible dependents with the same level of
                 such coverage in effect prior to termination, on an unfunded
                 basis if necessary.

     (b)  Termination for Cause by PROMISTAR. In the event that PROMISTAR shall
          terminate Executive's employment hereunder for Cause pursuant to
          Section 5(c), this Agreement shall forthwith terminate. PROMISTAR
          shall continue to pay Executive the compensation and benefits set
          forth in Section 4 until the date specified in the Notice of
          Termination.

     (c)  Termination by Executive. In the event that Executive shall terminate
          employment hereunder (other than by reason of a Constructive
          Termination Event) pursuant to Section 5(e) hereof, this Agreement
          shall forthwith terminate at the end of the Notice Period and
          PROMISTAR shall continue to pay Executive the compensation and
          benefits set forth in Section 4 until the end of the Notice Period.

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     (d)  Death. In the event of the death of Executive, in addition to any
          group term life insurance benefit generally available to its
          employees, PROMISTAR shall provide, either directly or indirectly
          through life insurance, to the Executive's beneficiaries or estate, an
          amount of death benefits as determined from time to time by the Board.
          In addition, PROMISTAR shall provide continuing coverage, to the
          extent not prohibited by law, for a period of twelve (12) months from
          the date of Executive's death for Executive's eligible dependents
          under all of PROMISTAR's benefit plans in effect and applicable to
          Executive and his eligible dependents as of the date of death. In the
          event that such eligible dependents cannot be covered or fully covered
          under any or all of PROMISTAR's benefit plans, PROMISTAR shall
          continue to provide Executive's eligible dependents with the same
          level of such coverage in effect prior to termination, or an unfunded
          basis if necessary.

     (e)  Substitute Disability Benefits. In the event that Executive's
          employment is terminated by reason of his becoming Totally Disabled as
          determined in accordance with Section 5(b), PROMISTAR shall pay or
          provide Executive in the same manner as before termination the
          compensation and benefits that he would have received if he had
          terminated employment entitled to compensation and benefits under
          Section 6(a) hereof until the earlier of the date on which Executive
          is determined by the Board to no longer be Totally Disabled, twenty-
          four (24) months from such termination of employment, or the
          expiration of the term of this Agreement. Such payments shall be
          offset by LTD Plan benefits and/or Social Security disability
          benefits, if applicable, received during the same period.

     (f)  Mutual Written Consent. In the event that Executive and PROMISTAR
          shall terminate Executive's employment by mutual written agreement,
          PROMISTAR shall pay such compensation and provide such benefits, if
          any, as the parties may mutually agree upon in writing.

     (g)  Other. Executive shall not be required to mitigate the amount of any
          payment provided for in this Section 6 by seeking employment or
          otherwise, nor shall any amounts received from employment, insurance
          or otherwise by Executive offset or reduce in any manner the
          obligations of PROMISTAR hereunder.


7.   Change of Control.

     (a)  Definitions.

          (i)    "Change of Control" means the date upon which any of the
                 following events occur:

                 (A)  PROMISTAR acquires actual knowledge that any Person (other
                      than PROMISTAR or any employee benefit plan sponsored by
                      PROMISTAR) has acquired beneficial ownership, directly or
                      indirectly, of securities entitling such Person to 25% or
                      more of the voting power of PROMISTAR.

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                 (B)  (I)   A tender offer is made to acquire securities of
                            PROMISTAR entitling the holders thereof to 50% or
                            more of the voting power of PROMISTAR; or

                      (II)  Voting securities of PROMISTAR are first purchased
                            pursuant to any other tender offer.

                 (C)  The individuals who as of the date hereof, constitute the
                      Board (the "Incumbent Board") cease for any reason to
                      constitute at least a majority of the Board; provided,
                      however, that any individual becoming a director
                      subsequent to the date hereof whose election, or
                      nomination for election by PROMISTAR's shareholders, was
                      approved by a vote of at least two-thirds of the directors
                      then comprising the Incumbent Board shall be considered as
                      though such individual were a member of the Incumbent
                      Board, but excluding, for this purpose, any such
                      individual whose initial assumption of office occurs as a
                      result of an actual or threatened election contest with
                      respect to the election or removal of directors or other
                      actual or threatened solicitation of proxies or consents
                      by or on behalf of a Person other than the Board.

                 (D)  The shareholders of PROMISTAR shall approve an agreement
                      providing for PROMISTAR to be merged, consolidated or
                      otherwise combined with, or for all or substantially all
                      its assets or stock to be acquired by, another Person, as
                      a consequence of which the former shareholders of
                      PROMISTAR will own, immediately after such merger,
                      consolidation, combination or acquisition, less than a
                      majority of the voting power of such surviving or
                      acquiring Person or the parent thereof.

                 (E)  The shareholders of PROMISTAR shall approve any
                      liquidation of all or substantially all of the assets of
                      PROMISTAR or any distribution to security holders of
                      assets of PROMISTAR having a value equal to 30% or more of
                      the total value of all the assets of PROMISTAR.

          (ii)   For the purposes of this Section:

                 (A)  "Effective Date" is January 1, 2001.

                 (B)  "Person" means any person within the meaning of Sections
                      13(d) and 14(d) of the Securities Exchange Act of 1934, as
                      amended.

     (b)  Payment Following Change of Control. In the event that Executive's
          employment hereunder is terminated for any reason other than for Cause
          within six (6) months prior to or within twelve (12) months following
          a Change of Control, or, at Executive's sole election, Executive
          terminates his employment within ninety (90) days before or after a
          Change of Control, for any reason, then, at Executive's sole option,
          in lieu of any compensation or benefits owed to

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          Executive pursuant to Section 6 of this Agreement, PROMISTAR shall pay
          or provide the following compensation and benefits to Executive:

          (i)    A lump sum payment equal to three (3) times Executive's then
                 applicable base salary and average annual incentive
                 compensation plans payments earned over the last three (3)
                 fiscal years of PROMISTAR;

          (ii)   Any other amounts, awards, benefits or other compensation to
                 which Executive is or, prior to his termination of employment,
                 was entitled during the Termination Period defined in Section
                 6(a)(iii) under any of PROMISTAR's other compensation plans,
                 which to the extent of any vesting dates occurring during such
                 Termination Period, shall be considered to vest on such date
                 notwithstanding such termination (unless more quickly vested
                 pursuant to Section 8(b) hereof or the terms of such plans);
                 and

          (iii)  Continuing coverage, to the extent not prohibited by law, for a
                 period of thirty-six (36) months from Executive's Date of
                 Termination or until comparable benefits are made available to
                 him in connection with subsequent employment, whichever period
                 is shorter, for Executive and his eligible dependents under all
                 of PROMISTAR's benefit plans in effect and applicable to
                 Executive and his eligible dependents as of the Date of
                 Termination. In the event that Executive and/or his eligible
                 dependents, because of Executive's terminated status, cannot be
                 covered or fully covered under any or all of PROMISTAR's
                 benefit plans, PROMISTAR shall continue to provide Executive
                 and/or his eligible dependents with the same level of such
                 coverage in effect prior to termination, on an unfunded basis
                 if necessary.

          (iv)   The amount paid to or made available to Executive hereunder
                 shall not exceed the product of two and ninety-nine hundredths
                 (2.99) times Executive's "base amount" as defined in Section
                 280G(b)(3) of the Internal Revenue Code of 1986, as amended,
                 and the regulations promulgated thereunder. This determination
                 shall be made by PricewaterhouseCoopers, LLP or such other
                 nationally recognized certified public accounting firm as may
                 be designated by PROMISTAR which shall provide detailed
                 supporting calculations both to PROMISTAR and Executive within
                 fifteen (15) business days after it has been advised that a
                 payment hereunder is to be made, or such earlier time as is
                 requested by PROMISTAR. All reasonable fees and expenses of the
                 accounting firm shall be borne solely by PROMISTAR. Any
                 determination made by the accounting firm shall be binding upon
                 PROMISTAR and Executive, although either party may challenge
                 such a determination through arbitration as provided in Section
                 12.

          (v)    Executive shall notify PROMISTAR in writing of any claim by the
                 Internal Revenue Service that, if successful, would require the
                 payment by Executive of the excise tax imposed by Section 4999
                 of the Internal Revenue Code of 1986, as amended, and any
                 interest or penalties with respect thereto. Such notification
                 shall be given as soon as practicable but no later than ten
                 (10) business days after Executive is informed in

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                 writing of such claim and shall apprise PROMISTAR of the nature
                 of such claim and the date on which such claim is requested to
                 be paid. Executive shall not pay such claim prior to the
                 expiration of the thirty (30) day period following the date on
                 which Executive gives such notice to PROMISTAR (or such shorter
                 period ending on the date that any payment of taxes with
                 respect to such claim is due). If PROMISTAR notifies Executive
                 in writing prior to the expiration of such period that it
                 desires to contest such claim, Executive shall:

                 (A)  Give PROMISTAR any information reasonably requested by
                      PROMISTAR relating to such claim,

                 (B)  Take such action in connection with contesting such claim
                      as PROMISTAR shall reasonably request in writing from time
                      to time, including, without limitation, accepting legal
                      representation with respect to such claim by an attorney
                      reasonably selected by PROMISTAR,

                 (C)  Cooperate with PROMISTAR in good faith in order to
                      effectively contest such claim, and

                 (D)  Permit PROMISTAR to control any proceedings relating to
                      such claim; provided, however, that PROMISTAR shall bear
                      and pay directly all costs and expenses (including
                      additional interest and penalties) incurred in connection
                      with such contest and shall indemnify and hold Executive
                      harmless, on an after-tax basis, for any such excise tax
                      or income tax (including interest and penalties with
                      respect thereto) imposed as a result of such
                      representation and payment of costs and expenses.


8.   Effect of Termination. Upon the termination of Executive's employment
     hereunder, neither PROMISTAR nor Executive shall have any remaining duties
     or obligations hereunder except that:

     (a)  PROMISTAR shall:

          (i)    Pay Executive's accrued salary and any other accrued benefits
                 for all periods ending on or prior to the Date of Termination
                 under Section 4 hereof;

          (ii)   Reimburse Executive for expenses incurred in accordance with
                 Section 4 for all periods ending on or prior to Date of
                 Termination;

          (iii)  Pay or otherwise provide for any benefits, payments or
                 continuation or conversion rights in accordance with the
                 provisions of any PROMISTAR benefit plan of which Executive or
                 any of his dependents is or was a participant or as otherwise
                 required by law;

          (iv)   Pay all compensation previously deferred by Executive and not
                 yet paid by PROMISTAR (together with interest, if any, thereon)
                 and any other

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                 accrued benefits, including accrued vacation pay not yet paid
                 by PROMISTAR;

          (v)    Pay Executive and his beneficiaries any compensation or provide
                 the Employee or his eligible dependents any benefits due
                 pursuant to Sections 6 or 7 hereof.

     (b)  Unless the employment of Executive is terminated for Cause pursuant to
          Section 5(c) or by Executive without a Constructive Termination Event
          pursuant to Section 5(d), the vesting period shall lapse for all stock
          options or other stock awards previously granted to Executive by
          PROMISTAR and all such stock awards shall be deemed to be fully
          vested.

     (c)  PROMISTAR's obligation to make the payments provided for in this
          Agreement (other than the obligation to pay to the Executive's base
          salary through the Date of Termination and any accrued vacation pay,
          and other benefits, in each case to the extent theretofore unpaid) and
          otherwise to perform its obligations hereunder are subject to
          Executive's signing and delivery to PROMISTAR of a general release in
          the form of Appendix A attached hereto.


9.   Restrictive Covenants.

     (a)  Protected Information. Executive recognizes and acknowledges that he
          will have access to various confidential or proprietary information
          concerning PROMISTAR and entities affiliated with PROMISTAR of a
          special and unique value which may include, without limitation, (i)
          books and records relating to operation, finance, accounting, sales,
          personnel and management, (ii) policies and matters relating
          particularly to operations such as customer service requirements,
          costs of providing service and equipment, operating costs and pricing
          matters, and (iii) various trade or business secrets, including
          business opportunities, marketing or business diversification plans,
          business development and bidding techniques, methods and processes,
          financial data and the like (collectively, the "Protected
          Information"). Executive therefore covenants and agrees that he will
          not at any time, either while employed by PROMISTAR or afterwards,
          knowingly make any independent use of, or knowingly disclose to any
          other person or organization (except as authorized by PROMISTAR) any
          of the Protected Information.

     (b)  Competitive Activity. Executive covenants and agrees that at all times
          (i) during his period of employment with PROMISTAR, and (ii) during
          the period beginning on the Date of Termination of his employment
          (whether such termination is voluntary or involuntary, or otherwise)
          and ending on the later of one (1) year following his Date of
          Termination or the last date on which Executive receives compensation
          and benefits pursuant to Section 6 or 7 above, he will not, directly
          or indirectly, engage in, assist, or have any active interest or
          involvement (whether as an employee, agent, consultant, creditor,
          advisor, officer, director, stockholder [excluding holding of less
          than 1% of the stock of a public company], partner, proprietor or any
          type of principal whatsoever) in any business enterprise which engages
          in substantial and direct competition with PROMISTAR and such
          enterprise's revenues derived from any product or service competitive

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          with any product or service of PROMISTAR amounted to ten percent (10%)
          or more of such enterprise's revenues for its most recently completed
          fiscal year and if PROMISTAR's revenues for such product or service
          amounted to ten percent (10%) of PROMISTAR's revenues for its most
          recently completed fiscal year. This covenant and agreement will not
          include participation in the management of any such enterprise other
          than in connection with the competitive operations of such enterprise.

     (c)  Non-Solicitation. Executive covenants and agrees that during the
          period beginning on the Date of Termination of his employment (whether
          such termination is voluntary or involuntary, or otherwise) and ending
          on the later of one (1) year following his Date of Termination or the
          last date on which Executive receives compensation and benefits
          pursuant to Section 6 or 7, he will not directly or indirectly
          recruit, solicit, hire, or cause to be hired, any individual who is
          then, or who has been within the preceding six (6) month period, an
          employee of PROMISTAR.

     (d)  Non-Disparagement. Executive covenants and agrees that during the
          course of his employment by PROMISTAR or at any time thereafter,
          Executive shall not, directly or indirectly, in public or private,
          deprecate, impugn, disparage, or make any remarks that would tend to
          or be construed to tend to defame PROMISTAR or any of its employees,
          members of its board of directors or agents, nor shall Executive
          assist any other person, firm or company in so doing.

     (e)  Return of Documents and Other Materials. Executive shall promptly
          deliver to PROMISTAR, upon termination of his employment, or at any
          other time as PROMISTAR may so request, all lists of customers, leads
          and customer pricing, data processing programs and documentation,
          employee information, memoranda, notes, records, reports, tapes,
          manuals, drawings, blueprints, programs and any other documents and
          other materials (and all copies thereof) relating to PROMISTAR's
          business or that of its customers, and all property associated
          therewith, which Executive may then possess or have under his control.


10.  Enforcement of Covenants.

     (a)  Termination of Employment and Forfeiture of Compensation. Executive
          agrees that in the event that PROMISTAR determines that he has
          breached any of the covenants set forth in Section 9 above during his
          employment, PROMISTAR shall have the right to terminate his employment
          for Cause in accordance with Section 5(c) hereof. In addition,
          Executive agrees that if PROMISTAR determines that he has breached any
          of the covenants set forth in Section 9 at any time, PROMISTAR shall
          have the right to discontinue any or all remaining benefits payable
          pursuant to Section 6 or 7 above. Such termination of employment or
          discontinuance of benefits shall be in addition to and shall not limit
          any and all other rights and remedies that PROMISTAR may have against
          Executive.

     (b)  Right to Injunction. Executive acknowledges that a breach of the
          covenants set forth in Section 9 above will cause irreparable damage
          to PROMISTAR with

                                      -12-
<PAGE>

          respect to which PROMISTAR's remedy at law for damages will be
          inadequate. Therefore, in the event of breach or anticipatory breach
          of the covenants set forth in this Section by Executive, Executive and
          PROMISTAR agree that PROMISTAR shall be entitled to the following
          particular forms of relief, in addition to remedies otherwise
          available to it at law or equity: (i) injunctions, both preliminary
          and permanent, enjoining or restraining such breach or anticipatory
          breach and Executive hereby consents to the issuance thereof forthwith
          and without bond by any court of competent jurisdiction; and (ii)
          recovery of all reasonable sums expended and costs, including
          reasonable attorney's fees, incurred by PROMISTAR to enforce the
          covenants set forth in Section 9.

     (c)  Separability of Covenants. The covenants contained in Section 9 above
          constitute a series of separate covenants, one for each applicable
          State in the United States and the District of Columbia, and one for
          each applicable foreign country. If in any judicial proceeding, a
          court shall hold that any of the covenants set forth in Section 9
          exceed the time, geographic, or occupational limitations permitted by
          applicable laws, Executive and PROMISTAR agree that such provisions
          shall and are hereby reformed to the maximum time, geographic, or
          occupational limitations permitted by such laws. Further, in the event
          a court shall hold unenforceable any of the separate covenants deemed
          included herein, then such unenforceable covenant or covenants shall
          be deemed eliminated from the provisions of this Agreement for the
          purpose of such proceeding to the extent necessary to permit the
          remaining separate covenants to be enforced in such proceeding.
          Executive and PROMISTAR further agree that the covenants in Section 9
          shall each be construed as a separate agreement independent of any
          other provisions of this Agreement, and the existence of any claim or
          cause of action by Executive against PROMISTAR whether predicated on
          this Agreement or otherwise, shall not constitute a defense to the
          enforcement by PROMISTAR of any of the covenants of Section 9.


11.  Withholding of Taxes. PROMISTAR shall withhold from any compensation and
     benefits payable under this Agreement all applicable federal, state, local,
     or other taxes.


12.  Arbitration of Disputes. Any controversy or claim arising out of or
     relating to this Agreement, or the breach thereof, shall be settled by
     arbitration administered by the American Arbitration Association under its
     National Rules for the Resolution of Employment Disputes and judgment upon
     the award rendered by the arbitrator(s) may be entered by any court having
     jurisdiction thereof. Any such arbitration shall take place in the
     Commonwealth of Pennsylvania, County of Cambria.


13.  Waiver of Jury Trial. In the event any controversy or claim arising out of
     Executive's employment or the termination of Executive's employment is
     found by a court of competent jurisdiction not to be subject to final and
     binding arbitration, Executive and PROMISTAR agree to try such claim or
     controversy, without use of a jury or advisory jury.

                                      -13-
<PAGE>

14.  No Claim Against Assets. Nothing in this Agreement shall be construed as
     giving Executive any claim against any specific assets of PROMISTAR or as
     imposing any trustee relationship upon PROMISTAR in respect of Executive.
     Subject to Section 16 below, PROMISTAR shall not be required to establish a
     special or separate fund or to segregate any of its assets in order to
     provide for the satisfaction of its obligations under this Agreement.
     Executive's rights under this Agreement shall be limited to those of an
     unsecured general creditor of PROMISTAR and its affiliates.


15.  Successors and Assignment. Except as otherwise provided in this Agreement,
     this Agreement shall inure to the benefit of and be binding upon the
     parties hereto and their respective heirs, representatives, successors and
     assigns.

     (a)  Company Successor. PROMISTAR shall require any person (or persons
          acting as a group) who acquires ownership or effective control of
          PROMISTAR or ownership of a substantial portion of the business or
          assets of PROMISTAR (whether direct or indirect, by purchase, merger,
          consolidation or otherwise), by agreement in form and substance
          satisfactory to Executive, expressly to assume and agree to perform
          this Agreement in the same manner and to the same extent as PROMISTAR
          would be required to perform it if no such acquisition had taken
          place. In the event that PROMISTAR fails to obtain such agreement
          prior to the effectiveness of any such acquisition, PROMISTAR shall
          establish an irrevocable trust fund or similar arrangement containing
          assets sufficient to assure payment of all obligation under this
          Agreement, provided that Executive's right to payment from such trust
          fund or arrangement shall be no greater than the right of an unsecured
          creditor of PROMISTAR and its affiliates. As used in this Agreement,
          "PROMISTAR" shall mean PROMISTAR as defined in the first sentence of
          this Agreement and any person (or group) who acquires ownership or
          effective control of PROMISTAR or ownership of a substantial portion
          of the business or assets of PROMISTAR or which otherwise becomes
          bounded by all the terms and provisions of this Agreement, whether by
          the terms hereof, by operation of law or otherwise.

     (b)  Assignment by Executive. The rights and benefits of Executive under
          this Agreement are personal to him and no such right or benefit shall
          be subject to voluntary or involuntary alienation, assignment or
          transfer; provided, however, that nothing in this Section 15 shall
          preclude Executive from designating a beneficiary or beneficiaries to
          receive any benefit payable on his death.


16.  Entire Agreement; Amendment. This Agreement shall supersede any and all
     existing oral or written agreements, representations, or warranties between
     Executive and PROMISTAR or any of its subsidiaries or affiliated entities
     relating to the terms of Executive's employment. It may not be amended
     except by a written agreement signed by both parties.


17.  Governing Law. This Agreement shall be governed by and construed in
     accordance with the laws of the Commonwealth of Pennsylvania applicable to
     agreements made and to be performed in that Commonwealth, without regard to
     its conflict of laws provisions.

                                      -14-
<PAGE>

18.  Notices. Any notice, consent, request or other communication made or given
     in connection with this Agreement shall be in writing and shall be deemed
     to have been duly given when delivered or mailed by registered or certified
     mail, return receipt requested, or by facsimile or by hand delivery, to
     those listed below at their following respective addresses or at such other
     address as each may specify by notice to the others:

        To PROMISTAR:                             To Executive:

        PROMISTAR Financial Corporation           At the address for Executive
        PROMISTAR Plaza                           set forth below
        551 Main Street
        Johnstown, PA 15901
        Attn: Chairman and Chief Executive Officer


19.  Miscellaneous.

     (a)  Waiver. The failure of a party to insist upon strict adherence to any
          term of this Agreement on any occasion shall not be considered a
          waiver thereof or deprive that party of the right thereafter to insist
          upon strict adherence to that term or any other term of this
          Agreement.

     (b)  Separability. If any term or provision of this Agreement is declared
          illegal or unenforceable by any court of competent jurisdiction and
          cannot be modified to be enforceable, such term or provisions shall
          immediately become null and void, leaving the remainder of this
          Agreement in full force and effect.

     (c)  Headings. Section headings are used herein for convenience of
          reference only and shall not affect the meaning of any provision of
          this Agreement.

     (d)  Rules of Construction. Whenever the context so requires, the use of
          the singular shall be deemed to include the plural and vice versa.

     (e)  Counterparts. This Agreement may be executed in any number of
          counterparts, each of which so executed shall be deemed to be an
          original, and such counterparts will together constitute but one
          Agreement.

                                      -15-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year set forth below.


PROMISTAR FINANCIAL CORPORATION:             EXECUTIVE:



By: /s/ Steven C. Ackmann                    /s/ John H. Anderson
    ---------------------                    --------------------


Date: 1-24-01                                Date: 1-24-2001
      -------                                      ---------


                                             Address: 1734 Electra Dr.
                                                      ----------------

                                             Johnstown, PA 15904
                                             -------------------

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<PAGE>

                                 ATTACHMENT A


                  [copy of Separation Agreement and Release]

                                      -17-