FEBRUARY 20, 2001



                             EMPLOYMENT AGREEMENT



PROMISTAR FINANCIAL CORPORATION ("PROMISTAR"), and J. William Smith

("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 two (2) years, beginning on January 24, 2001 and ending on

     January 23, 2003.  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 Executive Vice

          President and Treasurer, Corporate Services Group Manager.  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 Chief Executive

          Officer of PROMISTAR or his 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 $189,060 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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