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

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