Exhibit 10.1 

	
 


	 

	
 





EMPLOYMENT AGREEMENT


BETWEEN


FIRST SENTRY BANK, INC.,

FIRST SENTRY BANCSHARES, INC.


AND


GEOFFREY S. SHEILS






TABLE OF CONTENTS


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
PAGE 


	
 

	
 

	
 


	
I.

	
EMPLOYMENT

	
1


	
 

	
 

	
 


	
II.

	
DUTIES AND RESPONSIBILITIES

	
2


	
 

	
A.

	
Chairman and Chief Executive Officer of First Sentry

	
2


	
 

	
B.

	
Full Time Employment - Best Efforts

	
2


	
 

	
 

	
 

	
 


	
III.

	
TERM; EXTENSIONS

	
3


	
 

	
 

	
 

	
 


	
IV.

	
TERMINATION OF EMPLOYMENT BY FIRST SENTRY OR SHEILS

	
3


	
 

	
A.

	
Mutual Agreement

	
3


	
 

	
B.

	
Death

	
3


	
 

	
C.

	
Disability

	
3


	
 

	
D.

	
For Cause

	
4


	
 

	
E.

	
Change in Control

	
4


	
 

	
F.

	
Breach by First Sentry

	
4


	
 

	
G.

	
Insolvency, Etc.

	
4


	
 

	
H.

	
Resignation

	
5


	
 

	
 

	
 

	
 


	
V.

	
COMPENSATION AND REIMBURSEMENTS

	
5


	
 

	
A.

	
Base Salary; Average Base Salary

	
5


	
 

	
B.

	
Incentive Pay; Average Incentive Pay

	
5


	
 

	
C.

	
Fringe Benefits

	
5


	
 

	
D.

	
Club and Organization Membership and Dues

	
6


	
 

	
E.

	
Business Expenses

	
6


	
 

	
F.

	
Termination Payments

	
6


	
 

	
 

	
 

	
 


	
VI.

	
ADDITIONAL PAYMENT BY FIRST SENTRY

	
8


	
 

	
A.

	
Change of Control Payment

	
8


	
 

	
B.

	
Gross-Up Payment

	
8


	
 

	
C.

	
Determination of Gross-Up Payment

	
8


	
 

	
 

	
 

	
 


	
VII.

	
NONCOMPETITION AND NONSOLICITATION

	
9


	
 

	
 

	
 

	
 


	
VIII.

	
CONFIDENTIAL INFORMATION

	
11


	
 

	
 

	
 

	
 


	
IX.

	
ARBITRATION

	
11


	
 

	
 

	
 

	
 


	
X.

	
MISCELLANEOUS PROVISIONS

	
12


	
 

	
A.

	
Notices

	
12


	
 

	
B.

	
Prior Agreements

	
13


	
 

	
C.

	
Amendments

	
13


	
 

	
D.

	
Governing Law

	
13


	
 

	
E.

	
Headings

	
13





i







	
 

	
 

	
 

	
 


	
 

	
F.

	
Severability of Provisions

	
13


	
 

	
G.

	
Indemnification

	
13


	
 

	
H.

	
Authority to Execute Documents

	
13


	
 

	
I.

	
Waiver of Breach

	
13


	
 

	
J.

	
Binding Effect and Assignability

	
14





ii 






EMPLOYMENT AGREEMENT

BETWEEN

FIRST SENTRY BANK, INC.,

FIRST SENTRY BANCSHARES, INC.

AND

GEOFFREY S. SHEILS


                    THIS
EMPLOYMENT AGREEMENT (“Agreement”), made and entered into this 1st
day of December, 2008, by and between Geoffrey S. Sheils (“Sheils”), First
Sentry Bank, Inc., a state banking corporation (“First Sentry”) and First
Sentry Bancshares, Inc., a West Virginia corporation and bank holding company
(“Holding Company”).


WITNESSETH:


                    WHEREAS,
Sheils is President, Chief Executive Officer and a Director of both First
Sentry and Holding Company, and


                    WHEREAS,
the Board of Directors of First Sentry and Holding Company believe that it is
in the best interests of both First Sentry and Holding Company to enter into
this Agreement with Sheils to ensure continuity of leadership and to ensure
that First Sentry and Holding Company will have the benefit of his services as
an employee of both First Sentry and Holding Company for a reasonable period of
time in the future, and


                    WHEREAS,
Sheils is willing to provide the herein described services to First Sentry and
Holding Company.


                    NOW,
THEREFORE, for and in consideration of the premises, their mutual promises, and
the other good and valuable consideration herein specified, the receipt of
which is hereby acknowledged by the parties hereto, the parties agree as follows:


          I.        EMPLOYMENT


                    First
Sentry and Holding Company employ Sheils and Sheils accepts employment as
President and Chief Executive Officer of First Sentry and Holding Company. All
employment shall be in accordance with and subject to the terms and conditions
of this Agreement and is sometimes herein referred to as the “Employment.”






          II.       DUTIES
AND RESPONSIBILITIES


                    A.          Chief
Executive Officer of First Sentry and Holding Company. Sheils, as President
and Chief Executive Officer of First Sentry and Holding Company, shall report
to and shall be responsible only to the Board of Directors of First Sentry and
Holding Company, as the case may be. He shall have direction and control of the
duties and responsibilities of all other First Sentry and Holding Company
officers and employees and the independent authority to terminate their
employment in his discretion, regardless of the title or position of any such
other officer or employee. Notwithstanding the foregoing, the Chairmen of the
Board of First Sentry and Holding Company may also terminate their respective
employees after consultation with Sheils. First Sentry’s and Holding Company’s
Internal Auditors shall also report and be responsible to the respective Board
of Directors of First Sentry and Holding Company. As President and Chief
Executive Officer, Sheils will perform all the duties and shall have all the
responsibilities normally imposed upon and held by the Chief Executive Officer
of a bank and a bank holding company. Sheils shall have the duty and
responsibility of carrying out and executing the business policies of First
Sentry and Holding Company as established from time to time by their respective
Board of Directors, and he shall have such other specific duties and
responsibilities relating to First Sentry and Holding Company as may be
assigned to him from time to time by their respective Board of Directors.


                    B.          Full
Time Employment - Best Efforts. Sheils shall devote full time and his best
efforts at all times to the performance of his duties for First Sentry and
Holding Company. He shall not be employed by, nor shall he devote any of his
time and efforts to the furtherance of interests of any other person, firm or
corporation except First Sentry and Holding Company, their affiliates and
subsidiaries and such other entities as may be approved by both the Board of
Directors of First Sentry and Holding Company. Nothing herein shall preclude
Sheils’ management of his personal investment portfolio, or serving on the
board of directors of any charitable or for profit organization not engaged in
the business of banking. It is contemplated that Sheils shall serve in banking,
business, civic and social activities that will consume some part of his time
and efforts, and such activities are encouraged and expected by First Sentry
and Holding Company as part of Sheils’ position with First Sentry and Holding
Company and as part of the banking, business, civic and social communities of
Huntington, West Virginia, the surrounding areas and the State of West 


2






Virginia. The provisions of this Agreement
are not intended to restrict such activities by Sheils so long as such
activities do not unreasonably interfere with his duties and responsibilities
as defined in this Agreement.


          III.      TERM;
EXTENSIONS


                    The
term of employment of Sheils by First Sentry and Holding Company shall be until
November 30, 2013, and this Agreement shall remain in force and effect during
such period unless sooner terminated or extended as provided herein.


                    The
term of this agreement shall automatically extend for successive two (2) year
terms unless First Sentry or Sheils shall give the other party notice of
non-renewal at least sixty (60) days prior to the expiration of the then
existing term. In case First Sentry gives notice of non-renewal the provisions
of Article VII shall not apply.


                    The
term of this Agreement shall also extend until all obligations under this
Agreement have been fully performed by Sheils, First Sentry and Holding
Company.


          IV.     TERMINATION
OF EMPLOYMENT BY FIRST SENTRY OR SHEILS


                    So
long as Sheils shall remain employed by First Sentry under this Agreement he
shall likewise be employed by Holding Company as provided herein. The
employment of Sheils may be terminated by any one of the following prior to the
expiration of its term (as may be extended), provided that unless otherwise
agreed to by the parties, all employment by both First Sentry and Holding
Company shall be terminated simultaneously and termination of employment by
First Sentry or Sheils as hereinafter provided shall automatically terminate
employment with the Holding Company, in which case Sheils shall be entitled to
the benefits due and payable upon termination set forth elsewhere herein:


                    A.          Mutual
Agreement. By mutual agreement of First Sentry and Sheils upon such terms and
conditions as they may agree.


                    B.          Death.
By First Sentry upon the death of Sheils.


                    C.          Disability.
By First Sentry upon the legal disability of Sheils, which shall mean that
Sheils shall be unable to perform his duties by reason of any mental or
physical disability 


3






which is expected to last at least six (6)
months or result in death, as certified by Sheils’ physician and as approved by
First Sentry.


                    D.          For
Cause. By First Sentry for cause upon giving Sheils thirty (30) days
advance notice of such termination, specifying the cause of termination. For
purposes of this Agreement, “Cause” shall mean: (i) excessive absenteeism
without approval of First Sentry not caused by disability; (ii) gross or
willful neglect of duty resulting in substantial harm to First Sentry or
Holding Company after Sheils has been given written direction and reasonable
time to perform such duties; (iii) any acts or omissions on the part of Sheils
which when proven constitute fraud or commission of any felonious criminal act
involving the person or property of others or the public generally; or (iv)
Sheils’ negligence, malfeasance or misfeasance in the performance of Sheils’
duties that can reasonably be expected to have a material adverse impact on the
business of First Sentry, Holding Company or their affiliates, including but
not limited to the reasonable financial objectives established by the Board of
Directors of First Sentry or Holding Company.


                    E.          Change
of Control. By Sheils upon a Change of Control as defined on Exhibit “A”
attached hereto and made a part hereof, provided such termination by Sheils may
only be exercised if Sheils gives notice of termination within five (5) months
following the Change of Control and such termination is effective no later than
six (6) months following the Change of Control.


                    F.          Breach
by First Sentry or Holding Company. By Sheils in the event of a material
breach by First Sentry or Holding Company of any of the terms or conditions of
this Agreement, in which case the noncompetition and nonsolicitation provisions
set forth in Section VII of this Agreement shall not apply.


                    G.          Insolvency,
Etc. By Sheils, in the event of the business failure, insolvency,
bankruptcy, or assignment for the benefit of creditors of or by First Sentry or
Holding Company, in which case the noncompetition and nonsolicitation
provisions set forth in Section VII of this Agreement shall not apply.


4






                    H.          Resignation.
By Sheils upon at least one hundred twenty (120) days prior written notice. A
resignation that meets the requirements of Section E above (“Change of
Control”) shall be deemed a termination in accordance with that section.


          V.      COMPENSATION
AND REIMBURSEMENTS


                    A.          Base
Salary; Average Base Salary. First Sentry shall pay Sheils for his service
to both First Sentry and Holding Company, a base salary at an annual rate not
less than $205,000, payable in equal semi-monthly installments (the “Base
Salary”). Sheils’ performance shall be evaluated by the Chairman of the Board
or a committee of the Board of First Sentry at least once each twelve month
period, and such evaluation shall be the basis of determining whether the
compensation payable to Sheils shall be increased. Base Salary shall be
adjusted to reflect any increase in compensation above the initial base salary
in effect for that year. No decreases in the Base Salary shall be permitted
during the term. 


                                  For
purposes of this Agreement, “Average Base Salary” shall be the average of Base
Salary over the last five (5) full calendar years as reported to the Internal
Revenue Service for each year.


                    B.          Incentive
Pay; Average Incentive Pay. In addition to the Base Salary herein provided
for, Sheils may be entitled to receive incentive or bonus compensation from
First Sentry as determined annually by the Chairman of the Board or a committee
of the Board of First Sentry, at which time such payments shall be deemed to
have accrued. Sheils’ incentive or bonus compensation, if any, shall be in the
sole and absolute discretion of the Chairman of the Board or the committee. For
purposes of this Agreement (see Article V, Section F), “Average Incentive Pay”
shall be the average of incentive payments and bonuses payable to Sheils over
the last five (5) full calendar years as reported to the Internal Revenue
Service for each year. 


                    C.          Fringe
Benefits. First Sentry shall afford to Sheils all fringe benefits afforded
to other First Sentry officers, such as pension, life insurance, health and
accident insurance benefits, vacation and sick leave; provided, however, that
nothing herein shall preclude First Sentry from providing benefits in excess of
those provided to other First Sentry officers. First Sentry shall


5








provide health and accident insurance for Sheils’ spouse and dependent
children. First Sentry may alter, amend or terminate such fringe benefits (as
applied to all participants) at any time in its discretion.


                    D.         Club
and Organization Membership and Dues. First Sentry shall maintain the cost
of stock or membership certificate and the cost of the initiation fee for
memberships for a family (general membership) in one or more country clubs in
the trade areas of First Sentry, which Sheils shall select, plus dues,
assessments and other costs of maintaining such memberships. First Sentry shall
also pay Sheils’ membership fees and dues in banking, business, civic,
professional (including continuing professional education requirements to
maintain his certified public accountant’s license), and social organizations
in which Sheils is a participating member.


                    E.          Business
Expenses. First Sentry shall reimburse Sheils for all reasonable expenses
incurred by Sheils in carrying out his duties and responsibilities, including
furnishing an automobile of Sheils’ choice for use by Sheils, with the costs of
purchase, maintenance and operation to be borne by First Sentry. 


                    F.          Termination
Payments. In the event of termination of Sheils’ employment prior to
expiration of the term (as may be extended) of this Agreement or if First
Sentry gives notice of non-renewal, Sheils or his family shall be compensated
as follows:


                                 1.          If
terminated under Article IV, Section A of this Agreement (mutual agreement),
then such amount as the parties shall agree.


                                 2.          If
terminated under Article IV, Sections B (death) or C (disability), of this
Agreement, then First Sentry shall pay Sheils (or his family or estate) in a
lump sum an amount equal to Average Base Salary, plus an amount equal to
Average Incentive Pay. If terminated because of Sheils’ death, First Sentry
further agrees to provide health benefits to the extent permitted under First
Sentry’s health benefit plans to Sheils’ spouse and dependent children for a
period of one (1) year.


                                 3.          If
terminated under Article IV, Section D(iv) (for cause), then First Sentry shall
pay Sheils in a lump sum an amount equal to the Average Base Salary, plus an
amount equal to Average Incentive Pay.


6






                                 4.          If
terminated under Article IV, Section D(i) - (iii) (for cause), or any
combination of D(i), (ii), or (iii), or if voluntarily terminated by Sheils by
resignation (Article IV, Section H) or non-renewal (Article III), and there is
no material breach by First Sentry, First Sentry shall pay Sheils’ Base Salary
in effect for the year in which termination occurs, only for such period of his
active full-time employment to the effective date of the termination and any
accrued but unpaid incentive pay or bonuses.


                                 5.          If
terminated pursuant to Article IV, Section F (material breach by First Sentry
or Holding Company), then First Sentry shall pay Sheils in a lump sum an amount
equal to two and ninety-nine one hundredths (2.99) times Average Base Salary,
plus an amount equal to two and ninety-nine one hundredths (2.99) times Average
Incentive Pay.


                                 6.          If
terminated by Sheils pursuant to the provisions of Article IV, Section E
following a Change of Control, Sheils shall be entitled to Base Salary up to
the effective date of termination and any accrued but unpaid incentive pay or
bonuses in addition to the payments provided in Article VI.


                                 7.          If
terminated by First Sentry as a result of non-renewal pursuant to Article III
of this Agreement or by Sheils pursuant to Article IV, Section G,, First Sentry
shall pay Sheils an amount equal to Average Base Salary, plus an amount equal
to Average Incentive Pay, all of which shall be provided by First Sentry with
its notice of non-renewal.


                                 8.          The
payments provided for in the event of Sheils’ termination are in the nature of
additional compensation and liquidated damages and upon termination, Sheils
shall have no obligation to mitigate damages incurred by him in connection with
such termination and he shall be absolutely entitled to receive said payments.
Upon termination, First Sentry and Holding Company shall not be liable to
Sheils for any further payments for other damages or compensation, except
liabilities to Sheils incurred or accrued prior to termination under Article V
of this Agreement.


          VI.     CHANGE
OF CONTROL; ADDITIONAL PAYMENT BY FIRST SENTRY


                    A.       Change
of Control Payment. Within a period of thirty (30) days following a “Change
of Control”, as defined on Exhibit “A”, Sheils shall be paid an amount equal to
two 


7






and ninety-nine one hundredths (2.99) times Sheils’ Average Base Salary
determined immediately prior to the date of the consummation of the Change of
Control plus an amount equal to two and ninety-nine one hundredths (2.99) times
Average Incentive Pay, in addition to all other rights he may have under the
terms of this Agreement.


                    B.            Gross-Up
Payment. Notwithstanding anything in this Agreement to the contrary, in the
event it shall be determined that any payment or distribution by First Sentry,
Holding Company or any of their subsidiaries and affiliates to or for the
benefit of Sheils (whether paid or payable or distributed or distributable
pursuant to this Agreement, between First Sentry, Holding Company and Sheils,
or any other agreement, contract, plan or arrangement, but determined without
regard to any additional payments required under this Article VI) (any such
payments and distributions collectively referred to as “Payments”), would be
subject to the excise tax imposed by Section 4999 of the Internal Revenue Code
of 1986, as amended, or any similar tax that may hereinafter be imposed or any
interest and penalties with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereinafter collectively
referred to as the “Excise Tax”), then First Sentry shall pay to Sheils an
additional payment (the “Gross-Up Payment”) equal to one hundred percent (100%)
of the Excise Tax and one hundred percent (100%) of the amount of any federal,
state and local income taxes and Excise Tax imposed on the Gross-Up Payment.


                    C.            Determination
of Gross-Up Payment. All determinations required to be made under this
Article VI, including whether a Gross-Up Payment is required and the amount of
such Gross-Up Payment, shall be made by the firm of independent accountants
selected by First Sentry to audit its financial statements (the “Accounting
Firm”) which shall provide detailed supporting calculations both to First
Sentry and Sheils in good faith within a reasonable time period. In the event
that the Accounting Firm is serving as accountant or auditor for the
individual, entity or group effecting a “change in control,” Sheils shall
appoint another recognized accounting firm to make the determinations required
hereunder (which accounting firm shall then be referred to as the “Accounting
Firm” hereunder). All fees and expenses of the Accounting Firm shall be borne
solely by First Sentry. Any Gross-Up Payment, as determined pursuant to this
Article VI, shall be paid to Sheils within 30 days of the receipt of the
Accounting Firm’s
determination.


8






          VII.    NONCOMPETITION
AND NONSOLICITATION. In consideration of the covenants set forth herein,
including but not limited to the payments set forth in Section V(F) and Article
VI, Sheils agrees as follows:


                    A.          For
a period of two (2) years after Sheils’ employment with First Sentry is
terminated for any reason other than for cause under Paragraph IV(D)(iv), the
insolvency or bankruptcy of First Sentry or Holding Company [Paragraph IV(G)],
the material breach by First Sentry or Holding Company [Paragraph IV(F)], or
the non-renewal by First Sentry under Article III, Sheils shall not, directly
or indirectly, engage in the business of banking in any county where First
Sentry has operating offices or in Wayne County, WV, Putnam County, WV or
Lawrence County, OH. 


                    For
a period of one (1) year after Sheils’ employment with First Sentry is
terminated for cause as set forth in Paragraph IV(D)(iv), Sheils shall not,
directly or indirectly, engage in the business of banking in any county where
First Sentry has operating offices or in Wayne County, WV, Putnam County, WV or
Lawrence County, OH. 


                    For
purposes of this Paragraph VII(A), being engaged in the business of banking
shall mean Sheils’ engaging in any business or activity of any nature that is
competitive with the business of First Sentry, Holding Company or their
affiliates in the specified geographic area or Sheils’ solicitation of business
from clients with a primary or principal office in the specified geographic
area.


                    B.          During
Sheils’ employment by First Sentry and for two (2) years after Sheils’
employment with First Sentry is terminated for any reason other than for cause
under Paragraph IV(D)(iv), the insolvency or bankruptcy of First Sentry, the
material breach by First Sentry or Holding Company, or the non-renewal by First
Sentry under Article III, Sheils shall not, on his own behalf or on behalf of
any other person, corporation or entity, either directly or indirectly,
solicit, induce, recruit or cause another person in the employ of the First
Sentry, Holding Company or their affiliates to terminate his or her employment
for the purpose of joining, associating or becoming an affiliate of Sheils in
any business which is in competition with any business or activity engaged in
by First Sentry, Holding Company or their affiliates.


9






                    For
a period of one (1) year after Sheils’ employment is terminated for cause as
set forth in Paragraph
IV(D)(iv), Sheils shall not on his own behalf or on behalf of any other
person, corporation or entity, either directly or indirectly, solicit, induce,
recruit or cause another person in the employ of First Sentry, Holding Company
or their affiliates to terminate his or her employment for the purpose of
joining, associating, or becoming affiliated with Sheils in any business that
is in competition with any business or activity engaged in by First Sentry,
Holding Company or their affiliates.


                    C.          Sheils
further recognizes and acknowledges that in the event of the termination of
Sheils’ employment with First Sentry for any reason other than for cause under
Paragraph IV(D)(iv), the material breach by First Sentry or Holding Company, or
non-renewal by First Sentry under Article III, (1) a breach of the obligations
and conditions set forth herein will irreparably harm and damage First Sentry
and Holding Company; (2) an award of money damages may not be adequate to
remedy such harm; and (3) considering Sheils’ relevant background, education
and experience, Sheils believes that he will be able to earn a livelihood
without violating the foregoing restrictions. Consequently, Sheils agrees that,
in the event that Sheils breaches any of the covenants set forth in this
Section VII, First Sentry, Holding Company and/or their affiliates shall be
entitled to both a preliminary and permanent injunction in order to prevent the
continuation of such harm and to recover money damages, insofar as they can be
determined, including, without limitation, all costs and attorneys’ fees
incurred by First Sentry, Holding Company and/or their affiliates in enforcing
the provisions of this Section VII. 


                    D.          In
the event that this provision shall be deemed by any court or body of competent
jurisdiction to be unenforceable in whole or in part by reason of its extending
for too long a period of time, or too great a geographical area or over too
great a range of activities, or is overly broad in any other respect or for any
other reason, then in such event this Employment Agreement shall be deemed
modified and interpreted to extend over only such maximum period of time,
geographical area, or range of activity or otherwise, so as to render these
provisions valid and enforceable, and as so modified, these shall be
enforceable and enforced.


          VIII.   CONFIDENTIAL
INFORMATION. Sheils shall not, during the term of this Agreement or at any time
thereafter, directly or indirectly, publish or disclose to any person or entity



10






any confidential information (other than a First Sentry or Holding
Company employee entitled to know such confidential information) concerning the
assets, customer/client lists, business or affairs of First Sentry, Holding
Company and their affiliates, including but not limited to any trade secrets,
financial data, employee or customer/client information or organizational
structure. Notwithstanding the foregoing, nothing herein shall prevent Sheils
from utilizing the knowledge and experience he has acquired in the banking
industry. 


                    All
files, records, documents, information, letters, notes, media lists, notebook
and similar items relating to the business of First Sentry, Holding Company or
their affiliates shall remain the exclusive property of First Sentry, Holding
Company or their affiliates, as the case may be. Upon the expiration or earlier
termination of this Agreement, or when requested by First Sentry, Holding
Company or their affiliates, Sheils shall immediately deliver to First Sentry,
Holding Company or their affiliates, as the case may be, all such files,
computer data files, records, documents, information and other items in the
possession of or under the control of Sheils.


                    All
business produced by Sheils while in the employ of First Sentry and Holding
Company is the exclusive property of First Sentry or Holding Company unless
specifically excluded elsewhere in this Agreement. Sheils shall not, during the
term of this Agreement or any time thereafter, intentionally interfere with any
business or contractual relationship of First Sentry or Holding Company.


          IX.     ARBITRATION.
Any dispute between the parties arising out of or with respect to this
Agreement or any of its provisions or Sheils’ employment with First Sentry or
Holding Company, whether sounding in tort or contract, shall be resolved by the
sole and exclusive remedy of binding arbitration, except for any claims
involving injunctive relief for a breach or violation of Section VII of this
Agreement. Sheils hereby waives his right to a jury trial and his right to
receive noneconomic damages. Arbitration shall be conducted in Huntington, West
Virginia, in accordance with the rules of the American Arbitration Association
(“AAA”). First Sentry (for itself and Holding Company) and Sheils agree each to
select one arbitrator from an AAA employment panel. Within ten days after
selection of the second arbitrator, the two arbitrators shall promptly select a
third arbitrator. The arbitration shall be conducted in accordance with the
West Virginia Rules of 


11






Evidence and all discovery issues shall be decided by the arbitrator.
The panel of arbitrators shall supply a written opinion and analysis of the
matter submitted for arbitration along with the decision. The arbitration
decision shall be final and subject to enforcement in the local circuit court.


                    In
any arbitration proceeding between the parties, the losing party shall pay to
the prevailing party all reasonable expenses and costs including attorneys’
fees incurred by the prevailing party. A party shall be considered a prevailing
party if:


                    (i)        it
initiated the arbitration and substantially obtained the relief it sought, either through a
judgment or the losing party’s voluntary action before arbitration (after it is
scheduled) or judgment;


                    (ii)       the
other party withdraws its action without substantially obtaining the relief it
sought, or


                    (iii)      it
did not initiate the arbitration and judgment is entered for either party, but
without substantially granting the relief sought.


          X.      MISCELLANEOUS
PROVISIONS


                    A.        Notices.
Whenever notices are given pursuant to this Agreement, or with relation to any
matter arising hereunder, such notices shall be given to such parties at the
address set opposite their name below, and shall be given in writing, by
registered mail, return receipt requested:


	
 

	
 

	
 


	
 

	
First Sentry
 Bank, Inc. or

	
823 Eighth
 Street


	
 

	
First Sentry
 Bancshares, Inc.

	
Huntington,
 West Virginia 25701


	
 

	
 

	
Attention:
 Chairman of the Board


	
 

	
 

	
 


	
 

	
Geoffrey S.
 Sheils

	
142 Quail
 Ridge Road


	
 

	
 

	
Huntington,
 West Virginia 25701





                    B.         Prior
Agreements. This Agreement represents the entire agreement between the
parties, and all prior representations, promises or statements are merged with
and into this document.


12






                    C.          Amendments.
Any amendments to this Agreement must be in writing and signed by all parties
hereto, except for any increases in Base Salary which may be made unilaterally
by First Sentry. 


                    D.          Governing
Law. The laws of West Virginia shall govern the interpretation and
enforcement of this Agreement.


                    E.          Headings.
The headings used in this Agreement are used solely for the convenience of the
parties and are not to be used in construing or interpreting the Agreement.


                    F.          Severability
of Provisions. The effect of a determination by a court of competent
jurisdiction that one or more of the contract clauses is or are found to be
unenforceable, illegal, contrary to public policy, or otherwise unenforceable,
then this Agreement shall remain in full force and effect except for such
clauses.


                    G.          Indemnification.
To the fullest extent permitted under West Virginia law and federal banking
law, First Sentry and Holding Company agree that they will, jointly and
severally, indemnify and hold harmless Sheils from and against all costs and
expenses, including without limitation, all court costs and attorneys’ fees,
incurred by him in defending any and all claims, demands, proceedings, suits or
actions, actually instituted or threatened, by third parties, involving this
Agreement, its validity or enforceability or with respect to any payments to be
made pursuant thereto. 


                    H.          Authority
to Execute Documents. The undersigned representatives of First Sentry and
Holding Company certify and represent that they are authorized to enter into
its binding agreement with Sheils.


                    I.           Waiver
of Breach. A waiver of a breach of any provision of the Agreement by any
party shall not be construed as a waiver of subsequent breaches of that
provision. No requirement of this Agreement may be waived except in writing by
the party adversely affected.


                    J.           Binding
Effect; Assignability; and Assumption. This Agreement shall inure to the
benefit of, and shall be binding upon, the parties hereto and their respective
successors, assigns, heirs and legal representatives, including any entity with
which First Sentry or Holding 


13






Company may merge or consolidate, or to which either of them may
transfer all or substantially all of their assets, or to which either of them
may sell or dispose of their assets so that either would be left without a
significant continuing business activity; the assumption of this Agreement
shall be a condition precedent to the consummation of any such transaction.
Insofar as Sheils is concerned, this Agreement, being personal, cannot be
assigned as to performance or for any other purpose.


          IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the
day first written above. 


[SIGNATURES ON THE NEXT PAGE]


14







	
 

	
 

	
 


	
 

	
FIRST SENTRY
 BANK, INC.


	
 

	
 


	
 

	
By:

	
/s/ Robert H. Beymer


	
 

	
 

	 


	
 

	
 

	
 


	
 

	
Its: 

	
Chairman of the Board of Directors


	
 

	
 

	 


	
 

	
 

	
 


	
 

	
FIRST SENTRY
 BANCSHARES, INC.


	
 

	
 


	
 

	
By:

	
/s/ Robert H. Beymer


	
 

	
 

	 


	
 

	
 

	
 


	
 

	
Its:

	
Chairman of the Board of Directors


	
 

	
 

	 


	
 

	
 

	
 


	 	 	 
	
 

	
/s/ GEOFFREY S. SHEILS


	
 

	 


	
 

	
GEOFFREY S. SHEILS





15







	
 


	 


	
Exhibit A


	
 


	
CHANGE OF CONTROL








	
 

	
 

	
 

	
 

	
 


	
 

	
I.

	
For purposes
 of this Agreement, “Change of Control” means


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
a change of
 ownership of either First Sentry or Holding Company that, if either had a
 class of stock registered under the Securities Exchange Act of 1934, would
 have to be reported to the Securities and Exchange Commission as a Change of
 Control, including but not limited to the acquisition by any “person” and/or
 entity as defined by securities regulations and law, of direct or indirect
 “beneficial ownership” as defined, of twenty-five percent (25%) or more of
 the combined voting power of either First Sentry’s or Holding Company’s then
 outstanding securities; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
the failure
 during any period of three (3) consecutive years of individuals who at the
 beginning of such period constitute the Board of either First Sentry or
 Holding Company for any reason to constitute at least a majority thereof,
 unless the election of each director who was not a director at the beginning
 of such period has been approved in advance by directors representing at
 least two-thirds (2/3) of the directors at the beginning of the period; or


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
the
 consummation of a business combination including the following:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(i)

	
Approval by
 the shareholders of First Sentry or Holding Company of a reorganization,
 merger or consolidation if after such transaction, the persons who had
 beneficial ownership of the stock and voting power of the Holding Company before
 such transaction will not have beneficial ownership of at least twenty-five
 percent (25%) of the stock and voting power of the corporation resulting from
 such transaction;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)

	
A complete
 liquidation or dissolution of either First Sentry or Holding Company or the
 sale or disposition of all or substantially all of the assets of First Sentry
 or Holding Company or the sale of or other disposition of assets that would
 leave First Sentry or Holding Company without significant continuing business
 activity;













	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)

	
The sale or
 other disposition by First Sentry or Holding Company of fifty percent (50%)
 or more of the stock of First Sentry or Holding Company, as the case may be.





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