Exhibit 10.2
                          EXECUTIVE SEVERANCE AGREEMENT


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

                                    RECITALS:

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

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

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

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

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

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


<PAGE> 2


                                                                  Exhibit 10.2

2)       Term of Agreement. This Agreement shall commence on the date hereof and
         shall continue in effect until December 31, 2003; provided, however,
         that commencing on January 1, 2004 and each January 1 thereafter, the
         term of this Agreement shall automatically be extended for one (1)
         additional year unless, at least ninety (90) days prior to such January
         1st date, the Bank or the Executive shall have given notice that this
         Agreement shall not be extended: and provided further, that,
         notwithstanding the delivery of any such notice, this Agreement shall
         continue in effect for a period of twenty-four (24) months after a
         Change in Control, if such change in Control shall have occurred while
         this Agreement is in effect. Notwithstanding anything in this Section 2
         to the contrary, this Agreement shall terminate if the Executive or the
         bank terminates the Executive's employment prior to a Change in Control
         of the Bank.

3)       Agreement to Provide Services; Right to Terminate.

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

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

4)       Termination following change in Control.

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

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


<PAGE> 3


                                                                   Exhibit 10.2


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

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

   B)     If the Executive's employment is terminated for cause
          following a Change in Control of the Bank, the Bank shall
          pay to the Executive his base salary through the Date of
          Termination at the rate in effect just prior to the time a
          Notice of Termination is given plus any benefits or awards
          which pursuant to the terms of any Plans have been earned
          or become payable, but which have not yet been paid to the
          Executive. Thereupon the Bank shall have no further
          obligations to the Executive under this Agreement.

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

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

          b)   An amount in cash  equal to two and  one-half  (21/2) times
               (a) the  higher of (1) the  Executive's  annual
               base salary on the Date of  Termination or (2) the  Executive's
               annual base salary in effect immediately  prior to the Change in
               Control,  plus any benefits or awards  which  pursuant to
               the terms of any Plans  which  could  have been  earned and
               payable,  but which have not yet been paid to the  Executive
               (including  amounts  which  previously  had been deferred at the
               Executive's  request).  For purposes of calculating  benefits
               or awards, said amount shall be the  average  amount (s) paid
               to  Employee  based upon the prior  three (3) years  under said
               plans.


<PAGE> 4


                                                                  Exhibit 10.2


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

  D)     If, within  twenty-four  (24) months after a Change in Control of the
         Bank has occurred,  the  Executive's employment  with the Bank is
         terminated  (i) by the Bank other than for Cause or  Disability,  or
         (ii) by the executive for Good Reason,  then the Bank shall  maintain
         in full force and effect,  for the continued benefit of the
         Executive and his  dependents  for a period  terminating  on the
         earliest of (a) 30 months after the Date of Termination  or (b) the
         commencement  date of equivalent  benefits from a new employer,
         insured  and  self-insured  employee  welfare  benefit  Plans in
         which  the  executive  was  entitled  to
         participate  immediately  prior to the  date of  Termination,
         provided  that  the  Executive's  continued  participation  is
         possible  under the  general  terms and  provisions  of such plans
         (and any  applicable funding  media) and he continues  to pay an
         amount equal to the  Executive's  regular  contribution  under
         such plans for such  participation.  If neither 30 months after the
         Date of Termination  the Executive has not previously received,  nor
         is then receiving,  equivalent benefits from a new employer,  the
         Bank shall offer the Executive  continuation  of coverage under COBRA
         as prescribed  under Section 498OB of the Code.  At the expiration of
         such continuation  coverage (or, if COBRA continuation  coverage is not
         applicable to the Plan,  then upon the expiration of the 30 month
         period  beginning on the Termination  date),  the Bank
         shall arrange,  at its sole cost and expense,  to enable the Executive
         to convert him and his  dependents' coverage  under such plans to
         individual  policies and  programs  upon the same terms as employees
         of the bank may apply for such  conversions.  In the event that the
         Executive's  participation  in any such Plan is barred,  the Bank,
         at its sole cost and expense,  shall  arrange to have issued for the
         benefit of him and his  dependents  individual  policies of insurance
         providing  benefits  substantially  similar (on an
         after-tax  basis) to those which the  Executive  otherwise  would have
         been entitled to receive under such Plans pursuant to this  paragraph
         (v) or, if such  insurance is not available at a reasonable  cost to
         the Bank, the Bank shall otherwise  provide the Executive and his
         dependents  with equivalent  benefits (on an after-tax  basis).  The
         Executive  shall not be required to pay any premiums or other charges
         in an amount greater than that which he would have paid in order to
         participate in such Plans.

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


<PAGE> 5


                                                                 Exhibit 10.2


6)    Successors; Binding Agreement.

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

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

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

7)    Fees and Expenses; Mitigation.

   A) The Bank shall  reimburse the  Executive,  on a current basis,  for all
      reasonable  legal fees and related expenses  incurred  by him in
      connection  with the  Agreement  following a Change in Control of the
      Bank, including  without  limitation,  (i) all  such  fees and  expenses,
      if any,  incurred  in  contesting  or disputing any  termination  of the
      Executive's  employment or (ii) the  Executive's  seeking to obtain or
      enforce any right or benefit  provided by this  Agreement,  in each case
      regardless of whether or not his claim is upheld by a court of competent
      jurisdiction;  provided by this Agreement,  provided, however, the
      Executive  shall be  required to repay any such  amounts to the Bank to
      the extent  that a court  issues a final  and  non-appealable  order
      setting  forth the  determination  that the  position  taken by him was
      frivolous or advanced by him in bad faith.

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

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


<PAGE> 6


                                                                 Exhibit 10.2


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

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

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

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

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

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


<PAGE> 7


                                                                  Exhibit 10.2


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

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

17)      Definitions.

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


<PAGE> 8


                                                                  Exhibit 10.2


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

   i)   The  acquisition  by any  individual,  entity or group (within the
        meaning of Section 13 (d) (3) or 14 (d) (2) of the Securities  and
        Exchange Act of 1934, as amended (the "Exchange  Act")) (a
        "Person")  of  beneficial  ownership  (within the  meaning of rule
        13d-3  promulgated under  the  Exchange  Act)  of  fifty  percent
        (50%)  or  more of  either  the  then outstanding  shares of  common
        stock of the Bank (the  "Outstanding  Company  Common Stock") or the
        combined  voting power of the then  outstanding  voting  securities of
        the Bank entitled to vote  generally in the election of directors
        (the  "Outstanding Company Voting Securities");  provided,  however,
        that in no event may the following acquisitions  constitute a Change in
        Control:  (a) any  acquisition  by the Bank, (b) any  acquisition  by
        any  employee  benefit  plan (or  related  trust)  sponsored  or
        maintained  by  the  Bank  or  any  corporation  controlled  by  the
        Bank,  (c)  any acquisition   by  any   corporation   pursuant   to  a
        reorganization,   merger  or consolidation,  the  conditions  described
        in clauses  (a), (b) and (c) of paragraph  (iii) of this Section are
        satisfied,  or (d) any sale or other  disposition of all or
        substantially  all of the  assets  of the  Bank,  if,  following
        such  sale or other disposition,  the  conditions  described in
        (1), (2) and (3)  paragraph  (iv) of this  Section are satisfied; or

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


<PAGE> 9


                                                                  Exhibit 10.2


   iii)  Approval by the shareholders of the Bank of a  reorganization,  merger
         or  consolidation,  unless, in each case following such
         reorganization,  merger, or  consolidation,  (a) more than fifty
         percent (50%) of,  respectively,  the then outstanding  shares of
         common stock of the corporation  resulting  from such  reorganization,
         merger or  consolidation  and the combined voting power of the then
         outstanding  voting  securities of such corporation
         entitled to vote generally in the election of directors is then
         beneficially  owned, directly or indirectly,  by all or substantially
         all of the individuals who were the beneficial  owners,  respectively,
         of  the  Outstanding  Company  Common  Stock  and reorganization,
         merger or  consolidation  in  substantially  the same proportions as
         their ownership  immediately prior to such  reorganization,  merger or
         consolidation, of the Outstanding  Company Common Stock and Outstanding
         Company Voting  Securities, as the case may be, (b) no Person
         (excluding  the Bank,  any  employee  benefit plan
         (or related trust) of the Bank or a corporation  resulting  from such
         reorganization, merger or  consolidation)  beneficially  owns,
         directly or indirectly,  forty-nine  percent (49%) or more of,
         respectively,  the then outstanding shares of common stock
         of the corporation  resulting from such  reorganization,  merger or
         consolidation or the  combined  voting  power  of the  then
         outstanding  voting  securities  of  such corporation  entitled to
         vote  generally  in the  election of  directors,  and (c) at
         least a  majority  of the  members  of the  board  of  directors
         of the  corporation resulting  from such  reorganization,  merger or
         consolidation  were  members of the Incumbent Board at the time of
         the execution of the initial  agreement  providing for
         such reorganization, merger or consolidation; or



<PAGE> 10


                                                                 Exhibit 10.2


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

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


<PAGE> 11


                                                                  Exhibit 10.2

   D)    Date of  Termination.  "Date  of  Termination"  following  a  Change
         in  Control  shall  mean  (i) if the Executive's  employment is to
         be terminated for  Disability,  thirty (30) days after Notice of
         Termination is given  (provided that the Executive  shall not have
         returned to the performance of his duties on a full time basis during
         such thirty (30) day period),  (ii) if the  Executive's  employment
         is to be terminated by the Bank for Cause or by him  pursuant  to
         Sections 6 or 15 (f)  hereof or for any other good  Reason,
         the date specified in the Notice of Termination,  (iii) if the
         Executive's  employment is to be terminated  by the Bank for any
         reason other than Cause,  the date  specified in the Notice of
         Termination,  which in no event shall be a date  earlier  than
         ninety (90) days after the date on which a Notice of  Termination
         is given,  unless an earlier  date has been  expressly  agreed to
         by the  Executive  in writing  either in advance of, or after,
         receiving  such Notice of  Termination,  or (iv) if the  Executive's
         employment is terminated  on  account  of his  death,  the day
         after  his  death.  In the  case of  termination  of the
         Executive's  employment by the Bank for Cause, if he has not previously
         expressly agreed in writing to the termination,  then within
         thirty (30) days after  receipt by the  Executive of the Notice of
         Termination with respect thereto,  he may notify the Bank that a
         dispute exists  concerning the termination,  in which event the Date
         of Termination  shall be the date set either by mutual written
         agreement of the parties or by such court  having the  matter
         before it.  During  the  pendency  of any such  dispute,  the Bank will
         continue  to pay the  Executive  his full  compensation  in effect
         just  prior to the time the  Notice of Termination  is given and
         until the  dispute  is  resolved.  However,  if such  court  issues a
         final and non-appealable  order finding that the Bank had Cause to
         terminate the Executive,  then he must return all compensation paid to
         him after the Date of Termination  specified in the Notice of
         Termination  previously received by him.

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

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

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


<PAGE> 12


                                                                  Exhibit 10.2


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

   iii)  the  failure by the Bank to continue in effect any Plan (as
         hereinafter  defined) in which the  Executive is  participating
         at the  time of the  Change  in  Control  of the  bank  (or  Plans
         providing the Executive with at least  substantially  similar
         benefits) other than as a result of the normal  expiration of any
         such Plan in  accordance  with its terms as in effect at the time of
         the Change in Control,  or the taking of any action,  or the
         failure to act, by the Bank which would adversely  affect the
         Executive's  continued participation  in any  of  such  Plans
         on at  least  as  favorable  a  basis  to the
         Executive  as is the  case on the  date of the  Change  in  Control
         or  which  would materially  reduce his  benefits in the future
         under such Plans or deprive him of any material benefit enjoyed by
         him at the time of the Change in Control;

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

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

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

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

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

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


<PAGE> 13


                                                                  Exhibit 10.2


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

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

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

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

         WITNESS the following signatures and seals.

                                       Pendleton County Bank,
                                       a West Virginia Corporation

                                       By ______________________________
                                       President

                                       By ______________________________
                                       Chairman of the Board


                                       Allegheny Bancshares, Inc.

                                       By: _____________________________
                                       President

                                       By: _____________________________
                                       Chairman of the Board

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