BELMONT BANCORP
EMPLOYMENT AGREEMENT DATED APRIL 16, 2001
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>dex102.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT DATED APRIL 16, 2001
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

      This Employment Agreement (the "Agreement") dated this 16th day of April,
2001 (the "Effective Date") by and between Belmont National Bank, a national
banking corporation (the "Bank"), and Belmont Bancorp, an Ohio corporation (the
"Holding Co." and collectively with the Bank, the "Employer"), and Michael R.
Baylor ("Employee"). For and in consideration of the parties' material
covenants, representations and warranties made herein, the parties agree as
follows:

      1. Employment and Duties.

      (a) The Employer hereby employs Employee to serve as the Executive Vice
President and Chief Lending Officer of the Bank. As such, Employee shall have
responsibilities, duties and authority reasonably accorded to and expected of
such position. Employee will report to the President & Chief Executive Officer
of the Employer. Employee hereby accepts this employment upon the terms and
conditions herein contained and, subject to paragraph 3 hereof, agrees to devote
Employee's full time, attention and efforts to promote and further the business
of the Employer.

      (b) Employee shall faithfully adhere to, execute and fulfill all policies
established by the Employer; such policies may be changed from time to time by
the Employer.

      2. Compensation. For all services rendered by Employee, the Employer shall
compensate Employee as follows:

      (a) Base Salary. The base salary payable to Employee shall be $130,000 per
year, payable on a monthly basis in accordance with the Employer's standard
payroll procedures. On at least an annual basis, the Employer will review
Employee's performance and may make increases to such base salary if, in its
discretion, any such increase is warranted.

      (b) Employee Perquisites, Benefits, Annual Bonus and Other Compensation.
Employee shall be entitled to receive additional benefits and compensation from
the Employer in such form and to such extent as specified below:

            (i) For services Employee performs during his first year of
employment, the Employer shall award to Employee such bonus, if any, as it
determines in its judgement to be appropriate. Factors which the Employer shall
consider in making its determination shall be the Employee's success in
improving the quality and performance of the Bank's loan portfolio, including by
reducing the number of loans on the Bank's watch list and improving the grading
of the loans held in the portfolio. The parties acknowledge and understand that
a bonus of $25,000 is anticipated if the Employee provides exemplary service.
Any such bonus shall be payable not later than January 31, 2002.

            (ii) Employee and Employee's dependent family members shall be
entitled to participate in the health, hospitalization, and disability, dental,
life and other insurance plans

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that the Employer may have in effect from time to time, with benefits provided
to Employee under this clause to be at least equal to such benefits provided to
executive officers of the Employer generally.

            (iii) Employee shall be reimbursed all business travel and other
out-of-pocket expenses reasonably incurred by Employee in the performance of
Employee's services pursuant to this Agreement. All reimbursable expenses shall
be appropriately documented in reasonable detail by Employee upon submission of
any request for reimbursement, and in a format and manner consistent with the
Employer's expense reporting policy. Any expenses in excess of $3,000 per year
in the aggregate shall be approved by the Employer.

            (iv) Employee shall be entitled to an allowance for the use of a
Bank vehicle.

            (v) Employee shall be entitled to use of one of the corporate
memberships for Belmont Hills Country Club held by Employer, to be used to
promote Employer's business and affairs.

            (vi) Employee shall be entitled to a grant of options to purchase
35,000 shares of the Holding Co.'s common stock under the Belmont Bancorp 2001
Stock Option Plan Stock for Michael Baylor, to be adopted by the Board
substantially in the form attached hereto as Annex A (the "Plan"). Such options
shall have an exercise price equal to the market price of the Holding Co.'s
common stock on the day of grant, which shall be determined by the Board or the
committee thereof charged with administering the Plan. Such options shall vest
20% upon grant and in equal 20% increments on each of the first four
anniversaries of the date of grant and shall be exercisable for 10 years from
the date of grant, subject to earlier termination following the termination of
Employee's employment with the Employer as provided in the Plan; provided,
however, that (1) if Employer terminated Employee without cause as set forth in
paragraph 5(a)(iv), the last day of the Remaining Period (as hereinafter
defined) shall be deemed the date of Employee's termination of employment, and
(2) upon the occurrence of a Change of Control (as hereinafter defined), all
outstanding options held by Employee shall immediately vest.

            (vii) Employee shall be entitled to 19 days of Paid Time Off per
year, then a pro rata formula for years of service in accordance with the Bank's
policy for Paid Time Off.

            (viii) Employer shall provide Employee with other employee
perquisites as may be available to or deemed appropriate for Employee by
Employer and participation in all other Employer-wide employee benefits as are
available from time to time.

      (3) Non-Competition Agreement.

      (a) Employee shall not, during the term of Employee's employment
hereunder, be engaged in any other business activity pursued for gain, profit or
other pecuniary advantage. The forgoing limitations shall not be construed as
prohibiting Employee from making personal investment in such form or manner as
will neither require Employee's services in the operation


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or affairs of the companies or enterprises in which such investments are made
nor violate the terms of this paragraph 3.

      (b) In addition, Employee shall not, during the period of Employee's
employment with the Employer, and for a period of one year immediately following
the termination of Employee's employment under this Agreement (excluding from
such computation any time during which Employee is in violation of any provision
of this paragraph 3):

            (i) serve as an officer, director, shareholder, owner, partner,
joint venturer, consultant or advisor to any bank, savings bank, or other
financial institution with a 50 mile radius of the Bank's principal office in
St. Clairsville, Ohio (except the Employee may hold up to 1% of the capital
stock of any such institution);

            (ii) solicit any of the Employer's customers except on Employer's
behalf;

            (iii) directly or indirectly influence any of Employer's employees
to terminate their employment with Employer or accept employment with any
competitor of the Employer;

            (iv) interfere with any of Employer's business relationships; or

            (v) enter into any business relationship with any of Employer's
customers or suppliers, except upon prior approval of the Board after Employee
has apprised it of the nature of the relationship proposed to be entered into
and the direct or indirect compensation proposed to be received by Employee.

      (c) Because of the difficulty of measuring economic losses to the Employer
as a result of a breach of the foregoing covenant, and because of the immediate
and irreparable damage that could be caused to the Employer for which they would
have no other adequate remedy, Employee agrees that the foregoing covenant may
be enforced by the Employer in the event of breach by Employee, by injunctions
and restraining orders.

      (d) The covenants in the paragraph 3 are severable and separate, and the
unenforceability of any specific covenant shall not affect the provisions of any
other covenant. Moreover, in the event any court of competent jurisdiction shall
determine that the scope, time or territorial restrictions set forth are
unreasonable, then it is the intention of the parties that such restrictions by
enforced to the fullest extent which the courts deems reasonable, and the
Agreement shall thereby be reformed.

      (e) All of the covenant in this paragraph 3 shall be construed as an
agreement independent of any other provision in this Agreement, and the
existence of any claim or cause of action of Employee against the Employer,
whether predicated on the Agreement or otherwise, shall not constitute a defense
to the enforcement by the Employer of such covenants.


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      4. Relocation; Purchase of Home.

The Employee will be required to relocate in order to accept employment with the
Employer. Employer will pay all reasonable relocation expenses, including
transportation and storage expenses and incidental expenses related to the
relocation. Employer will purchase Employee's home located at 20418 Mt. Aetna
Road, Hagerstown, Maryland or such other home which shall be Employee's primary
residence (the "Property") on such terms and conditions as specified in the
letter agreement of even date herewith ("Letter Agreement"), as well as those
consistent terms contained in a Purchase Option Agreement ("Option") of even
date herewith.

      5. Term, Termination; Rights on Termination.

      (a) The term of this Agreement shall begin on the Effective Date and
continue for three years (the "Term"), unless terminated sooner as herein
provided, and shall continue thereafter on a year-to-year basis on the same
terms and conditions contained herein in effect as of the time of renewal;
provided, however, that this Agreement will not continue in effect if notice of
non-renewal is provided by Employer not less than 30 days prior to the
expiration of the then current term. This Agreement and Employee's employment
may be terminated in any one of the following ways:

            (i) Death. The death of the Employee shall immediately terminate the
Agreement with no severance compensation due to Employee's estate.

            (ii) Disability. If, as a result of incapacity due to physical or
mental illness or injury, Employee shall have been absent from full-time duties
hereunder for four consecutive months, then 30 days after receiving written
notice (which notice may occur before or after the end of such four month
period), the Employer may terminate Employee's employment hereunder provided
Employee is unable to resume full-time duties with or without reasonable
accommodation at the conclusion of such notice period. Also, Employee may
terminate Employee's employment hereunder if Employee's health should become
impaired to an extent that makes the continued performance of Employee's duties
hereunder hazardous to Employee's physical or mental health or life, provided
that Employee shall have furnished the Employer with a written statement from a
qualified doctor to such effect and provided, further, that, at the Employer's
request made within 30 days of the date of such written statement, Employee
shall submit to an examination by a doctor selected by the Employer who is
reasonably acceptable to Employee or Employee's doctor.

      Employee shall continue to receive from the Employer (whether directly
and/or through any disability insurance policy) (1) for the balance of the
period that this Agreement would have remained in effect absent such termination
for disability (but without any subsequent renewal) (the "Remaining Period")
plus a period of six months following the termination of Employee's employment
(the "Severance Period" and, together with the Remaining Period, the "Reference
Period") the base salary at 70% of the rate being paid to the Employee
immediately prior to his termination, payable monthly, (2) if not previously
paid, the bonus for the calendar most recently ended prior to the termination of
Employee's employment for


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disability and, for any subsequent year during the Remaining Period, 70% of the
bonus that would have been payable had Employee's employment continued, payable
by March 31 of the year following the year for which the bonus is calculated,
and (3) for the Reference Period, the other benefits specified in paragraph 2.

      (iii) Good Cause. The Employer may terminate the Agreement immediately for
good cause in the event that the Employee (1) Commits an act of dishonesty,
fraud, embezzlement, for breach of trust against the Employer (including any
misrepresentation to the Board), or an act which he knows to be in violation of
his duties to the Employer, which act is materially injurious to the Employer's
business or reputation and is not remedied within 10 days after notice thereof
by the Employer; (2) breaches this Agreement or fails to adequately render
services or perform his obligations to the Employer, which act or failure is
materially injurious to the Employer's business and is not remedied within 10
days after notice thereof by the Employer; (3) commits acts amounting to gross
negligence or willful misconduct which are materially injurious to the
Employer's business or reputation and is not remedied within 10 days after
notice thereof by the Employer; (4) is convicted of a felony, a crime of moral
turpitude or any crime involving the Employer or his duties under this
Agreement; or (5) tests positive to the use of any illegal drug; or (6) abuses
alcohol or any other drug and fails to enter the rehabilitation program or
undertake the plan of treatment or fails to comply with the maintenance
conditions prescribed following such program or plan of treatment. In the event
of a termination for good cause, Employee shall have no right to receive any
further compensation for benefits hereunder.

      (iv) Without Cause. At any time after the commencement of employment, the
Employer or Employee may, without cause, terminate this Agreement and Employee's
employment, effective 30 days after written notice is provided to the other.

      Should Employee be terminated by Employer without cause, then, unless
Employee is entitled to compensation under paragraph 5(a)(vi) hereof, Employee
shall continue to receive from the Employer (1) for the Reference Period the
base salary at the rate being paid to the Employee immediately prior to his
termination, payable monthly, (2) if not previously paid, the bonus for the
calendar most recently ended prior to the termination of Employee's employment
and, for any subsequent year during the Remaining Period, an amount equal to the
greater or (A) the bonus that would have been payable had Employee's employment
continued or (B) the last bonus earned by Employee prior to his termination
without cause, in either case payable by June 30 of the year following the year
for which the bonus is calculated, and (3) for the Reference Period, the other
benefits specified in paragraph 2.

      Except as otherwise provided in paragraph 5(a)(vi), if Employee
voluntarily terminates his employment with the Employer, Employee shall receive
no further compensation or benefits hereunder.

            (v) Failure to Renew. The termination of Employee's employment by
reason of Employer's failure to renew this Agreement shall be treated as a
termination by reason of disability, good cause or without cause, as the case
may be, and the applicable


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provisions of this paragraph 5 shall be applied. In such instance, there shall
be no Remaining Period, and Reference Period and the Severance Period shall be
coextensive.

            (vi) Change of Control. If (A) the Employer terminates Employee's
employment (including by failing to renew this Agreement) within two years
following the occurrence of a Change of Control (as hereinafter defined), unless
such termination is by reason of the death or disability of Employee or the
Employer's termination of Employee for good cause as specified in paragraph
5(a)(iii), or (B) Employee voluntarily terminates his employment (including by
failing to renew this Agreement) within six months following the occurrence of a
Change of Control, the Employer shall pay to Employee, within 90 days after such
termination, a lump sum payment equal to 299% of the sum of (1) his annualized
base salary at the rate being paid to Employee immediately prior to the
termination of his employment, and (2) the most recent bonus earned by Employee
(which, if it has been earned but not paid to Employee for the year most
recently ended prior to the termination of Employee's employment, such bonus
shall be paid independently (and without reduction) of this lump sum payment).

      A "Change of Control" shall mean:

      (i)   either the Bank or the Holding Co. sells or otherwise transfers all
            or substantially all of its assets to another corporation or other
            entity and, as a result of such sale or transfer, less than a
            majority of the combined voting power of the then outstanding
            securities of such other corporation or entity immediately after
            such transaction is held in the aggregate by the holders of
            securities of any class or series entitled to vote generally in the
            election of directors ("Voting Stock") of the Employer or Holding
            Co. immediately prior to such sale or transaction;

      (ii)  either the Bank or the Holding Co. is merged, consolidated or
            reorganized into or with another corporation or other entity, as a
            result of such merger, consolidation or reorganization, less than a
            majority of the combined voting power of the then outstanding
            securities of such corporation or entity immediately after such
            transaction is held in the aggregate by the holders of Voting Stock
            of the Bank or Holding Co. immediately prior to such transaction;

      (iii) any person or group of persons, as defined in Rule 13d-5 of the
            Rules under the Securities Exchange Act of 1934, as amended
            ("Group") becomes the beneficial owner, directly or indirectly, of a
            majority of the Voting Stock of the Holding Co.; or

      (iv)  any person or Group, other than the Holding Co., becomes the
            beneficial owner, directly or indirectly, of a majority of the
            Voting Stock of the Bank.

      (vii) Termination By Employee Upon Good Reason. The Employee may terminate
            his employment for Good Reason.

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      The term "Good Reason" shall mean:

      (i)   a reduction in the Executive's Annual Salary in violation of Section
            2 hereof, or his total cash compensation opportunities (e.g. annual
            incentive awards under the Employer's bonus plans or equity
            participation awards) or benefits (except any reductions in
            compensation which may be applied broadly among all executives
            because of adverse financial conditions for the Employer or as part
            of a restructuring of the Corporation's executive compensation
            program);

      (ii)  the Employer's decision not to renew the Agreement (except as
            otherwise provided in Section 5(a)(v);

      (iii) the Employer's failure to remedy a material breach of this Agreement
            within thirty (30) days following written notice of the breach from
            the Employee;

      (iv)  the Employee's position is eliminated and he is not offered a
            comparable position within thirty (30) days; or

      (v)   the lessening of the Employee's job responsibilities or an
            unacceptable relocation (defined as more than thirty-five (35) miles
            from the Employee's prior work site).

      (b) Effect of Termination. Upon termination of this Agreement for any
reason provided above, Employee shall be entitled to receive all compensation
earned and all benefits and reimbursements due through the effective date of
termination. Additional compensation subsequent to termination, if any, will be
due and payable to Employee only to the extent and in the manner expressly
provided herein. All other rights and obligations of the Employer and Employee
under this Agreement shall cease as of the effective date of termination, except
that the Employer's obligations under paragraph 8 herein and Employee's
obligations under paragraphs 3, 6 and 7 herein shall survive such termination in
accordance with their terms unless otherwise provided herein.

      (c) Employee recognizes and understands that the Bank must obtain the
approval of a waiver of the Comptroller of the Currency and the Holding Co. must
obtain the approval of a waiver from the Federal Reserve Bank of Cleveland for
Employee's appointment to become effective. Accordingly, not withstanding
anything to the contrary herein contained, if such waivers or approvals are not
obtained, Employer may immediately terminate Employee's employment hereunder. In
such event, Employee shall be entitled to receive an amount equal to his base
salary for a three month period, payable in a lump sum within 30 days after such
termination, and Employee shall not be bound by the provisions of paragraph 3(b)
at any time following such termination.


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      (6) Return of Employer Property. All records, business plans, financial
statements, manuals, memoranda, lists and other property delivered to or
compiled by Employee by or on behalf of the Employer or its representatives or
customers which pertain to the business of the Employer shall be and remain the
property of the Employer, and be subject at all times to its discretion and
control. Likewise, all correspondence, reports, records, charts, advertising
materials and other similar data pertaining to the business, activities or
future plans of the Employer which is collected by Employee shall be delivered
promptly to the Employer without request by it upon termination of Employee's
employment.

      (7) Proprietary Information; Trade Secrets. Employee agrees that Employee
will not disclose the terms of the Employer's relationships or agreements with
its customers or any other proprietary information or trade secrets of either
whether in existence or proposed, to any person, firm, partnership, corporation
or business for any reason or purpose whatsoever.

      (8) Indemnification. In the event Employee is made a party to any
threatened, pending or contemplated action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by the Employer
against Employee), by reason of the fact that Employee is or was performing
services under this Agreement, then the Employer shall indemnify Employee
against all expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement, as actually and reasonable incurred by Employee in
connection therewith. In the event that both Employee and the Employer are made
a party to the same third party action, complaint, suit or proceeding, the
Employer agrees to engage counsel, and Employee agrees to use the same counsel,
provided that if counsel selected by the Employer shall have a conflict of
interest that prevents such counsel from representing Employee, Employee may
engage separate counsel and the Employer shall pay all reasonable attorneys'
fees of such separate counsel. The Employer shall not be required to pay the
fees of more than one law firm except as described in the preceding sentence,
and shall not be required to pay the fees of more than two law firms under any
circumstances. Further, while Employee is expected at all times to use
Employee's best efforts to faithfully discharge Employee's duties under this
agreement, Employee cannot be held liable to the Employer for errors or
omissions so long as Employee has acted in good faith and in manner he
reasonably believes to be in the best interests of the Employer.

      (9) No Prior Agreement. Employee hereby represents and warrants to the
Employer that the execution of this Agreement by Employee and Employee's
employment by the Employer and the performance of Employee's duties hereunder
will not violate or be a breach of any agreement with a former employer, client
or any other person or entity. Further, Employee agrees to indemnify the
Employer for any claim, including, but not limited to, attorneys' fees and
expenses of investigation, by any such third party that such third party may now
have or may hereafter come to have against the Employer based upon or arising
out of any non-competition agreement, invention or secrecy agreement between
Employee and such third party which as in existence as of the date of the
Agreement.

      (10) Assignment; Binding Effect. Employee understands that Employee has
been selected for employment by the Employer on the basis of Employee's personal
qualifications,


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experience and skills. Employee agrees, therefore, that Employee cannot assign
all or any portion of Employee's performance under this Agreement. Subject to
the preceding two sentences, this Agreement shall be biding upon, inure to the
benefit of and be enforceable by the parties hereto and their respective heirs,
legal representatives, successors an assigns.

      (11) Complete Agreement. This agreement sets forth the entire agreement of
the parties hereto relating to the subject matter hereof and supersedes any
other employment agreements or understanding, written or oral, between the
Employer and Employee. This Agreement is not a promise of future employment.
Employee has no oral representations, understanding or agreements with the
Employer or any of its officers, directors or representatives covering the same
subject matter as this Agreement. This written Agreement is the final, complete
and exclusive statement and expression of the agreement between the Employer and
Employee and of all the terms of this Agreement, and it cannot be varied,
contradicted or supplemented by evidence of any prior or contemporaneous oral or
written agreement. This Agreement may not be later modified except by a further
writing signed by a duly authorized officer of the Employer and Employee, and no
term of this Agreement may be waived except by writing signed by the party
waiving the benefit of such term.

      (12) Notice. Whenever any notice is required hereunder, it shall be given
in writing addressed as follows:

         To The Employer:  Belmont National Bank and Belmont Bancorp
                           154 West Main Street
                           St. Clairsville, OH  43950

         To Employee:      Michael R. Baylor
                           20318 Mt. Aetna Road
                           Hagerstown, MD  21742

Notice shall be deemed given and effective on the earlier of three days after
the deposit in the U.S. mail of a writing addressed as above and sent first
class mail, certified, return receipt requested, or when actually received by
means of hand delivery, delivery by Federal Express or other courier service, or
by facsimile transmission. Either party may change the address for notice by
notifying the other party of such change in accordance with this paragraph.

      (13) Severability; Headings. If any portion of this Agreement is held
invalid or inoperative, the other portions of the Agreement shall be deemed
valid and operative and, so far as is reasonable and possible, effect shall be
given to the intent manifested by the portion held invalid or inoperative. The
paragraph headings herein are for reference purposes only and are not intended
in any way to describe, interpret, define or limit the extent or intent of the
Agreement or of any part hereof.

      (14) Enforceability. If any provision or part thereof of this Agreement
for any reason shall be validly held by an official body to be invalid or
unenforceable, the valid and


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<PAGE>

enforceable provisions or parts thereof shall continue to be given effect and
bind the Employer and Employee.

      (15) Governing Law. This Agreement shall in all respects be construed
according to the laws of the State of Ohio without regard for its conflicts of
laws principles.

      (16) Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original and all of which
together shall constitute but one and the same instrument.

      IN WITNESS WHEREOF, the parties thereto have executed this Agreement as of
the day and year first above written.

                                        BELMONT NATIONAL BANK

                                        /s/ Wilbur R. Roat

                                Witness by: /s/ Teri Walters

                                        Name: Wilbur R. Roat_______

                                        Title: President & CEO_____


                                        BELMONT BANCORP.

                                        /s/ Wilbur R. Roat

                                Witness by: /s/ Teri Walters

                                        Name: Wilbur R. Roat_______

                                        Title: President & CEO_____


                                        /s/ Michael R. Baylor
                                        Michael R. Baylor

                                Witness by: /s/ Teri Walters


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