PROMISTAR FINANCIAL CORP
EMPLOYMENT AGREEMENT WITH BETHANY L. SULLIVAN
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>8
<FILENAME>dex107.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT WITH BETHANY L. SULLIVAN
<TEXT>

<PAGE>

                                                                    Exhibit 10.7

                             EMPLOYMENT AGREEMENT

PROMISTAR FINANCIAL CORPORATION ("PROMISTAR"), and Bethany L. Sullivan
("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 Chief Marketing 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 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 $150,000 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
     receive the compensation described in Section 6 below, and, if applicable,
     Section 7 below.

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     (a)  Death.  Executive's employment shall terminate upon Executive's death.

     (b)  Totally Disabled.  PROMISTAR may terminate Executive's employment upon
          his becoming "Totally Disabled."  For purposes of this Agreement,
          Executive shall be "Totally Disabled" if Executive is physically or
          mentally incapacitated so as to render Executive incapable of
          performing his usual and customary duties under this Agreement.
          Executive's receipt of disability benefits under PROMISTAR's long-term
          disability benefits plan (the "LTD Plan") or receipt of Social
          Security disability benefits shall be deemed conclusive evidence of
          being Totally Disabled for purpose of this Agreement; provided,
          however, that in the absence of Executive's receipt of such long-term
          disability benefits or Social Security benefits, PROMISTAR's Board of
          Directors (the "Board") may, in its reasonable discretion (but based
          upon appropriate medical evidence), determine that Executive is
          Totally Disabled.

     (c)  Termination by PROMISTAR for Cause. PROMISTAR may terminate
          Executive's employment for "Cause." Such termination shall be
          effective as of the date specified in the written Notice of
          Termination provided to Executive.

          (i)  For purposes of this Agreement, the term "Cause" shall mean any
               of the following:

               (A)  Conviction of a crime (including conviction on a nolo
                    contendere plea) involving the commission by Executive of a
                    felony or of a criminal act involving, in the good faith
                    judgment of the Board, fraud, dishonesty or moral turpitude,
                    but excluding any conviction which results solely from
                    Executive's title or position with PROMISTAR and is not
                    based on his personal conduct;

               (B)  Deliberate and continual refusal to perform employment
                    duties reasonably requested by PROMISTAR or an affiliate
                    after thirty (30) days' written notice by certified mail of
                    such failure to perform, specifying that the failure
                    constitutes Cause (other than as a result of approved
                    vacation, sickness, illness or injury);

               (C)  Fraud or embezzlement determined in accordance with
                    PROMISTAR's normal, internal investigative procedures
                    consistently applied in comparable circumstances;

               (D)  Gross misconduct or gross negligence in connection with the
                    business of PROMISTAR or an affiliate which has substantial
                    effect on PROMISTAR or the affiliate; or

               (E)  Breach of any of the covenants set forth in Section 9
                    hereof.

          (ii) Regardless of whether Executive's employment initially was
               considered to be terminated for any reason other than Cause,
               Executive's employment will be considered to have been terminated
               for Cause for purposes of this Agreement if the Board
               subsequently determines that Executive engaged in an act
               constituting Cause.

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          (iii)    Any determination of Cause under this Agreement shall be made
                   by resolution adopted by unanimous vote of a quorum of the
                   Board at a meeting called and held for that purpose.
                   Executive shall be provided with reasonable notice of such
                   meeting and Executive shall be given the opportunity to be
                   heard before such vote is taken by the Board.

     (d)  Termination by PROMISTAR without Cause.  PROMISTAR may terminate
          Executive's employment under this Agreement without Cause after
          providing Notice of Termination to Executive.

     (e)  Termination by Executive. Executive may terminate his employment under
          this Agreement after providing written Notice of Termination to
          PROMISTAR.  Such Notice shall state whether Executive's termination is
          by reason of a deemed "Constructive Termination Event." Termination of
          employment by Executive by reason of a "Constructive Termination
          Event" shall be deemed to have occurred, if Executive provides the
          Notice of Termination within ninety (90) days after the occurrence of
          any of the following:

          (i)      Without Executive's express written consent, a change in
                   Executive's responsibilities, status, titles, or offices, and
                   in the reasonable judgment of Executive, such change
                   represents a material diminution or increase of the
                   Executive's responsibilities, status, titles, or offices,
                   work load, required hours or travel from that historically
                   required of the Executive, or any removal of Executive from,
                   or any failure to re-elect Executive to, any of such titles
                   or offices, except in connection with the termination of
                   Executive's employment as a result of his death, or by
                   PROMISTAR for being Totally Disabled or Cause, or by
                   Executive other than by reason of a Constructive Termination
                   Event.

          (ii)     A reduction by PROMISTAR in Executive's Base Salary.

          (iii)    An intentional, material reduction by PROMISTAR of
                   Executive's aggregate incentive opportunities under the
                   incentive compensation plans available to senior executives.

          (iv)     The failure of PROMISTAR to maintain Executive's relative
                   level of coverage under PROMISTAR's employee benefit,
                   retirement, or material fringe benefit plans, policies,
                   practices, or arrangements in which Executive participates,
                   both in terms of the amount of benefits provided and the
                   relative level of Executive's participation. For this
                   purpose, PROMISTAR may eliminate and/or modify existing
                   employee benefit plans and coverage levels on a consistent
                   and nondiscriminatory basis applicable to all such
                   executives; provided, however, that Executive's level of
                   coverage under all such programs must be at least as great as
                   such coverage provided to employees who have the same or
                   lesser levels of reporting responsibilities within
                   PROMISTAR's organization.

          (v)      The failure by PROMISTAR to pay Executive any material amount
                   of his current compensation, or any material amount of his
                   compensation deferred under any plan, agreement or
                   arrangement of or with

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                    PROMISTAR, within ten (10) days after Executive makes
                    written demand for such amount.

          (vi)      The required relocation of the Executive out of PROMISTAR's
                    principal executive offices or the metropolitan area of the
                    Executive's principal office without the Executive's prior
                    written consent.

          (vii)     The failure by PROMISTAR to obtain an assumption of
                    PROMISTAR'S obligations under this Agreement by any
                    successor to PROMISTAR.

     (f)  Notice of Termination. Any termination of Executive's employment by
          PROMISTAR or by Executive (other than by reason of Executive's death)
          shall be communicated by written Notice of Termination to the other
          party in accordance with Section 19 below. For purposes of this
          Agreement, a "Notice of Termination" shall mean a notice in writing
          which shall indicate the specific termination provision in this
          Agreement relied upon to terminate Executive's employment and shall
          set forth in reasonable detail the facts and circumstances claimed to
          provide a basis for termination of Executive's employment under the
          provision so indicated.

     (g)  Date of Termination.  The effective date of Executive's termination of
          employment shall be:

          (i)       In the event of his death, the date of death;

          (ii)      In the event of termination on account of being Totally
                    Disabled, thirty (30) days after Notice of Termination is
                    given (provided that Executive shall not have returned to
                    the performance of his duties on a full-time basis during
                    such thirty (30) day period);

          (iii)     In the event of termination by PROMISTAR for Cause or
                    without Cause or by Executive by reason of a Constructive
                    Termination Event, the date specified in the Notice of
                    Termination; and

          (iv)      In the event of any other termination, the last day of the
                    thirty (30) day period beginning on the date on which
                    written Notice of Termination is given (the "Notice
                    Period"), or such earlier date as may be specified by
                    PROMISTAR or later date as may be mutually agreed by the
                    parties.


6.   Compensation in Event of Termination.

     (a)  Termination Without Cause or as a Result of a Constructive Termination
          Event.  In the event that Executive's employment hereunder is
          terminated:

          (i)       By PROMISTAR without Cause pursuant to Section 5(d) hereof;
                    or

          (ii)      By Executive by reason of a Constructive Termination Event
                    pursuant to Section 5(e) hereof;

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          then PROMISTAR shall pay or provide in the same manner as before
          termination, as applicable, the following compensation and benefits to
          Executive:

          (iii)     Continuation of full base salary and benefits during the
                    time period equal to the remaining Employment Term
                    immediately prior to Executive's termination (without regard
                    to any future renewals that would have occurred absent such
                    termination), but, in no event, less than one (1) year (the
                    "Termination Period");

          (iv)      Continue to participate in PROMISTAR's incentive
                    compensation plans for each award cycle under such plans
                    which began prior to the Termination Period, assuming
                    Executive was a good performer during such award cycle and
                    the award payable for such cycle shall be a pro-rata portion
                    of the amount determined as of the close of each such award
                    cycle based on the length of Executive active employment
                    during the cycle to the length of the cycle with the award
                    payable in the same manner Executive would have been paid if
                    he continued to be an active employee.

          (v)       Any other amounts, awards, benefits or other compensation to
                    which Executive is or, prior to Executive's termination of
                    employment, was entitled during the Termination Period under
                    any of PROMISTAR's other compensation plans which to the
                    extent of any vesting dates occurring during the Termination
                    Period shall be considered to vest on such date
                    notwithstanding such termination (unless more quickly vested
                    pursuant to Section 8(b) hereof or the terms of such plan);
                    and

          (vi)      Continuing coverage, to the extent not prohibited by law,
                    during the Termination Period or until comparable benefits
                    are made available to him in connection with subsequent
                    employment, whichever period is shorter, for Executive and
                    his eligible dependents under all of PROMISTAR's benefit
                    plans in effect and applicable to Executive and his eligible
                    dependents as of the Date of Termination. In the event that
                    Executive and/or his eligible dependents, because of
                    Executive's terminated status, cannot be covered or fully
                    covered under any or all of PROMISTAR's benefit plans,
                    PROMISTAR shall continue to provide Executive and/or his
                    eligible dependents with the same level of such coverage in
                    effect prior to termination, on an unfunded basis if
                    necessary.

     (b)  Termination for Cause by PROMISTAR.  In the event that PROMISTAR shall
          terminate Executive's employment hereunder for Cause pursuant to
          Section 5(c), this Agreement shall forthwith terminate.  PROMISTAR
          shall continue to pay Executive the compensation and benefits set
          forth in Section 4 until the date specified in the Notice of
          Termination.

     (c)  Termination by Executive.  In the event that Executive shall terminate
          employment hereunder (other than by reason of a Constructive
          Termination Event) pursuant to Section 5(e) hereof, this Agreement
          shall forthwith terminate at the end of the Notice Period and
          PROMISTAR shall continue to pay Executive the compensation and
          benefits set forth in Section 4 until the end of the Notice Period.

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     (d)  Death.  In the event of the death of Executive, in addition to any
          group term life insurance benefit generally available to its
          employees, PROMISTAR shall provide, either directly or indirectly
          through life insurance, to the Executive's beneficiaries or estate, an
          amount of death benefits as determined from time to time by the Board.
          In addition, PROMISTAR shall provide continuing coverage, to the
          extent not prohibited by law, for a period of twelve (12) months from
          the date of Executive's death for Executive's eligible dependents
          under all of PROMISTAR's benefit plans in effect and applicable to
          Executive and his eligible dependents as of the date of death.  In the
          event that such eligible dependents cannot be covered or fully covered
          under any or all of PROMISTAR's benefit plans, PROMISTAR shall
          continue to provide Executive's eligible dependents with the same
          level of such coverage in effect prior to termination, or an unfunded
          basis if necessary.

     (e)  Substitute Disability Benefits. In the event that Executive's
          employment is terminated by reason of his becoming Totally Disabled as
          determined in accordance with Section 5(b), PROMISTAR shall pay or
          provide Executive in the same manner as before termination the
          compensation and benefits that he would have received if he had
          terminated employment entitled to compensation and benefits under
          Section 6(a) hereof until the earlier of the date on which Executive
          is determined by the Board to no longer be Totally Disabled, twenty-
          four (24) months from such termination of employment, or the
          expiration of the term of this Agreement. Such payments shall be
          offset by LTD Plan benefits and/or Social Security disability
          benefits, if applicable, received during the same period.

     (f)  Mutual Written Consent.  In the event that Executive and PROMISTAR
          shall terminate Executive's employment by mutual written agreement,
          PROMISTAR shall pay such compensation and provide such benefits, if
          any, as the parties may mutually agree upon in writing.

     (g)  Other.  Executive shall not be required to mitigate the amount of any
          payment provided for in this Section 6 by seeking employment or
          otherwise, nor shall any amounts received from employment, insurance
          or otherwise by Executive offset or reduce in any manner the
          obligations of PROMISTAR hereunder.


7.   Change of Control.

     (a)  Definitions.

          (i)  "Change of Control" means the date upon which any of the
               following events occur:

               (A)  PROMISTAR acquires actual knowledge that any Person (other
                    than PROMISTAR or any employee benefit plan sponsored by
                    PROMISTAR) has acquired beneficial ownership, directly or
                    indirectly, of securities entitling such Person to 25% or
                    more of the voting power of PROMISTAR.

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               (B)  (I)      A tender offer is made to acquire securities of
                             PROMISTAR entitling the holders thereof to 50% or
                             more of the voting power of PROMISTAR; or

                    (II)     Voting securities of PROMISTAR are first purchased
                             pursuant to any other tender offer.

               (C)  The individuals who as of the date hereof, constitute the
                    Board (the "Incumbent Board") cease for any reason to
                    constitute at least a majority of the Board; provided,
                    however, that any individual becoming a director subsequent
                    to the date hereof whose election, or nomination for
                    election by PROMISTAR's shareholders, was approved by a vote
                    of at least two-thirds of the directors then comprising the
                    Incumbent Board shall be considered as though such
                    individual were a member of the Incumbent Board, but
                    excluding, for this purpose, any such individual whose
                    initial assumption of office occurs as a result of an actual
                    or threatened election contest with respect to the election
                    or removal of directors or other actual or threatened
                    solicitation of proxies or consents by or on behalf of a
                    Person other than the Board.

               (D)  The shareholders of PROMISTAR shall approve an agreement
                    providing for PROMISTAR to be merged, consolidated or
                    otherwise combined with, or for all or substantially all its
                    assets or stock to be acquired by, another Person, as a
                    consequence of which the former shareholders of PROMISTAR
                    will own, immediately after such merger, consolidation,
                    combination or acquisition, less than a majority of the
                    voting power of such surviving or acquiring Person or the
                    parent thereof.

               (E)  The shareholders of PROMISTAR shall approve any liquidation
                    of all or substantially all of the assets of PROMISTAR or
                    any distribution to security holders of assets of PROMISTAR
                    having a value equal to 30% or more of the total value of
                    all the assets of PROMISTAR.

          (ii) For the purposes of this Section:

               (A)  "Effective Date" is January 1, 2001.

               (B)  "Person" means any person within the meaning of Sections
                    13(d) and 14(d) of the Securities Exchange Act of 1934, as
                    amended.

     (b)  Payment Following Change of Control.  In the event that Executive's
          employment hereunder is terminated for any reason other than for Cause
          within six (6) months prior to or within twelve (12) months following
          a Change of Control, for any reason, then, at Executive's sole option,
          in lieu of any compensation or benefits owed to Executive pursuant to
          Section 6 of this Agreement, PROMISTAR shall pay or provide the
          following compensation and benefits to Executive:

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          (i)       A lump sum payment equal to three (3) times Executive's then
                    applicable base salary and average annual incentive
                    compensation plans payments earned over the last three (3)
                    fiscal years of PROMISTAR;

          (ii)      Any other amounts, awards, benefits or other compensation to
                    which Executive is or, prior to his termination of
                    employment, was entitled during the Termination Period
                    defined in Section 6(a)(iii) under any of PROMISTAR's other
                    compensation plans, which to the extent of any vesting dates
                    occurring during such Termination Period, shall be
                    considered to vest on such date notwithstanding such
                    termination (unless more quickly vested pursuant to Section
                    8(b) hereof or the terms of such plans); and

          (iii)     Continuing coverage, to the extent not prohibited by law,
                    for a period of thirty-six (36) months from Executive's Date
                    of Termination or until comparable benefits are made
                    available to him in connection with subsequent employment,
                    whichever period is shorter, for Executive and his eligible
                    dependents under all of PROMISTAR's benefit plans in effect
                    and applicable to Executive and his eligible dependents as
                    of the Date of Termination. In the event that Executive
                    and/or his eligible dependents, because of Executive's
                    terminated status, cannot be covered or fully covered under
                    any or all of PROMISTAR's benefit plans, PROMISTAR shall
                    continue to provide Executive and/or his eligible dependents
                    with the same level of such coverage in effect prior to
                    termination, on an unfunded basis if necessary.

          (iv)      The amount paid to or made available to Executive hereunder
                    shall not exceed the product of two and ninety-nine
                    hundredths (2.99) times Executive's "base amount" as defined
                    in Section 280G(b)(3) of the Internal Revenue Code of 1986,
                    as amended, and the regulations promulgated thereunder. This
                    determination shall be made by PricewaterhouseCoopers, LLP
                    or such other nationally recognized certified public
                    accounting firm as may be designated by PROMISTAR which
                    shall provide detailed supporting calculations both to
                    PROMISTAR and Executive within fifteen (15) business days
                    after it has been advised that a payment hereunder is to be
                    made, or such earlier time as is requested by PROMISTAR. All
                    reasonable fees and expenses of the accounting firm shall be
                    borne solely by PROMISTAR. Any determination made by the
                    accounting firm shall be binding upon PROMISTAR and
                    Executive, although either party may challenge such a
                    determination through arbitration as provided in Section 12.

          (v)       Executive shall notify PROMISTAR in writing of any claim by
                    the Internal Revenue Service that, if successful, would
                    require the payment by Executive of the excise tax imposed
                    by Section 4999 of the Internal Revenue Code of 1986, as
                    amended, and any interest or penalties with respect thereto.
                    Such notification shall be given as soon as practicable but
                    no later than ten (10) business days after Executive is
                    informed in writing of such claim and shall apprise
                    PROMISTAR of the nature of such claim and the date on which
                    such claim is requested to be paid. Executive shall not pay
                    such claim prior to the expiration of the thirty (30)

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               day period following the date on which Executive gives such
               notice to PROMISTAR (or such shorter period ending on the date
               that any payment of taxes with respect to such claim is due). If
               PROMISTAR notifies Executive in writing prior to the expiration
               of such period that it desires to contest such claim, Executive
               shall:

               (A)  Give PROMISTAR any information reasonably requested by
                    PROMISTAR relating to such claim,

               (B)  Take such action in connection with contesting such claim as
                    PROMISTAR shall reasonably request in writing from time to
                    time, including, without limitation, accepting legal
                    representation with respect to such claim by an attorney
                    reasonably selected by PROMISTAR,

               (C)  Cooperate with PROMISTAR in good faith in order to
                    effectively contest such claim, and

               (D)  Permit PROMISTAR to control any proceedings relating to such
                    claim; provided, however, that PROMISTAR shall bear and pay
                    directly all costs and expenses (including additional
                    interest and penalties) incurred in connection with such
                    contest and shall indemnify and hold Executive harmless, on
                    an after-tax basis, for any such excise tax or income tax
                    (including interest and penalties with respect thereto)
                    imposed as a result of such representation and payment of
                    costs and expenses.


8.   Effect of Termination.  Upon the termination of Executive's employment
     hereunder, neither PROMISTAR nor Executive shall have any remaining duties
     or obligations hereunder except that:

     (a)  PROMISTAR shall:

          (i)       Pay Executive's accrued salary and any other accrued
                    benefits for all periods ending on or prior to the Date of
                    Termination under Section 4 hereof;

          (ii)      Reimburse Executive for expenses incurred in accordance with
                    Section 4 for all periods ending on or prior to Date of
                    Termination;

          (iii)     Pay or otherwise provide for any benefits, payments or
                    continuation or conversion rights in accordance with the
                    provisions of any PROMISTAR benefit plan of which Executive
                    or any of his dependents is or was a participant or as
                    otherwise required by law;

          (iv)      Pay all compensation previously deferred by Executive and
                    not yet paid by PROMISTAR (together with interest, if any,
                    thereon) and any other accrued benefits, including accrued
                    vacation pay not yet paid by PROMISTAR;

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<PAGE>

          (v)       Pay Executive and his beneficiaries any compensation or
                    provide the Employee or his eligible dependents any benefits
                    due pursuant to Sections 6 or 7 hereof.

     (b)  Unless the employment of Executive is terminated for Cause pursuant to
          Section 5(c) or by Executive without a Constructive Termination Event
          pursuant to Section 5(d), the vesting period shall lapse for all stock
          options or other stock awards previously granted to Executive by
          PROMISTAR and all such stock awards shall be deemed to be fully
          vested.

     (c)  PROMISTAR's obligation to make the payments provided for in this
          Agreement (other than the obligation to pay to the Executive's base
          salary through the Date of Termination and any accrued vacation pay,
          and other benefits, in each case to the extent theretofore unpaid) and
          otherwise to perform its obligations hereunder are subject to
          Executive's signing and delivery to PROMISTAR of a general release in
          the form of Appendix A attached hereto.


9.   Restrictive Covenants.

     (a)  Protected Information. Executive recognizes and acknowledges that he
          will have access to various confidential or proprietary information
          concerning PROMISTAR and entities affiliated with PROMISTAR of a
          special and unique value which may include, without limitation, (i)
          books and records relating to operation, finance, accounting, sales,
          personnel and management, (ii) policies and matters relating
          particularly to operations such as customer service requirements,
          costs of providing service and equipment, operating costs and pricing
          matters, and (iii) various trade or business secrets, including
          business opportunities, marketing or business diversification plans,
          business development and bidding techniques, methods and processes,
          financial data and the like (collectively, the "Protected
          Information"). Executive therefore covenants and agrees that he will
          not at any time, either while employed by PROMISTAR or afterwards,
          knowingly make any independent use of, or knowingly disclose to any
          other person or organization (except as authorized by PROMISTAR) any
          of the Protected Information.

     (b)  Competitive Activity. Executive covenants and agrees that at all times
          (i) during his period of employment with PROMISTAR, and (ii) during
          the period beginning on the Date of Termination of his employment
          (whether such termination is voluntary or involuntary, or otherwise)
          and ending on the later of one (1) year following his Date of
          Termination or the last date on which Executive receives compensation
          and benefits pursuant to Section 6 or 7 above, he will not, directly
          or indirectly, engage in, assist, or have any active interest or
          involvement (whether as an employee, agent, consultant, creditor,
          advisor, officer, director, stockholder [excluding holding of less
          than 1% of the stock of a public company], partner, proprietor or any
          type of principal whatsoever) in any business enterprise which engages
          in substantial and direct competition with PROMISTAR and such
          enterprise's revenues derived from any product or service competitive
          with any product or service of PROMISTAR amounted to ten percent (10%)
          or more of such enterprise's revenues for its most recently completed
          fiscal year and if PROMISTAR's revenues for such product or service
          amounted to ten
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          percent (10%) of PROMISTAR's revenues for its most recently completed
          fiscal year. This covenant and agreement will not include
          participation in the management of any such enterprise other than in
          connection with the competitive operations of such enterprise.

     (c)  Non-Solicitation. Executive covenants and agrees that during the
          period beginning on the Date of Termination of his employment (whether
          such termination is voluntary or involuntary, or otherwise) and ending
          on the later of one (1) year following his Date of Termination or the
          last date on which Executive receives compensation and benefits
          pursuant to Section 6 or 7, he will not directly or indirectly
          recruit, solicit, hire, or cause to be hired, any individual who is
          then, or who has been within the preceding six (6) month period, an
          employee of PROMISTAR.

     (d)  Non-Disparagement. Executive covenants and agrees that during the
          course of his employment by PROMISTAR or at any time thereafter,
          Executive shall not, directly or indirectly, in public or private,
          deprecate, impugn, disparage, or make any remarks that would tend to
          or be construed to tend to defame PROMISTAR or any of its employees,
          members of its board of directors or agents, nor shall Executive
          assist any other person, firm or company in so doing.

     (e)  Return of Documents and Other Materials. Executive shall promptly
          deliver to PROMISTAR, upon termination of his employment, or at any
          other time as PROMISTAR may so request, all lists of customers, leads
          and customer pricing, data processing programs and documentation,
          employee information, memoranda, notes, records, reports, tapes,
          manuals, drawings, blueprints, programs and any other documents and
          other materials (and all copies thereof) relating to PROMISTAR's
          business or that of its customers, and all property associated
          therewith, which Executive may then possess or have under his control.


10.  Enforcement of Covenants.

     (a)  Termination of Employment and Forfeiture of Compensation. Executive
          agrees that in the event that PROMISTAR determines that he has
          breached any of the covenants set forth in Section 9 above during his
          employment, PROMISTAR shall have the right to terminate his employment
          for Cause in accordance with Section 5(c) hereof. In addition,
          Executive agrees that if PROMISTAR determines that he has breached any
          of the covenants set forth in Section 9 at any time, PROMISTAR shall
          have the right to discontinue any or all remaining benefits payable
          pursuant to Section 6 or 7 above. Such termination of employment or
          discontinuance of benefits shall be in addition to and shall not limit
          any and all other rights and remedies that PROMISTAR may have against
          Executive.

     (b)  Right to Injunction. Executive acknowledges that a breach of the
          covenants set forth in Section 9 above will cause irreparable damage
          to PROMISTAR with respect to which PROMISTAR's remedy at law for
          damages will be inadequate. Therefore, in the event of breach or
          anticipatory breach of the covenants set forth in this Section by
          Executive, Executive and PROMISTAR agree that

                                      -12-
<PAGE>

          PROMISTAR shall be entitled to the following particular forms of
          relief, in addition to remedies otherwise available to it at law or
          equity: (i) injunctions, both preliminary and permanent, enjoining or
          restraining such breach or anticipatory breach and Executive hereby
          consents to the issuance thereof forthwith and without bond by any
          court of competent jurisdiction; and (ii) recovery of all reasonable
          sums expended and costs, including reasonable attorney's fees,
          incurred by PROMISTAR to enforce the covenants set forth in Section 9.

     (c)  Separability of Covenants. The covenants contained in Section 9 above
          constitute a series of separate covenants, one for each applicable
          State in the United States and the District of Columbia, and one for
          each applicable foreign country. If in any judicial proceeding, a
          court shall hold that any of the covenants set forth in Section 9
          exceed the time, geographic, or occupational limitations permitted by
          applicable laws, Executive and PROMISTAR agree that such provisions
          shall and are hereby reformed to the maximum time, geographic, or
          occupational limitations permitted by such laws. Further, in the event
          a court shall hold unenforceable any of the separate covenants deemed
          included herein, then such unenforceable covenant or covenants shall
          be deemed eliminated from the provisions of this Agreement for the
          purpose of such proceeding to the extent necessary to permit the
          remaining separate covenants to be enforced in such proceeding.
          Executive and PROMISTAR further agree that the covenants in Section 9
          shall each be construed as a separate agreement independent of any
          other provisions of this Agreement, and the existence of any claim or
          cause of action by Executive against PROMISTAR whether predicated on
          this Agreement or otherwise, shall not constitute a defense to the
          enforcement by PROMISTAR of any of the covenants of Section 9.


11.  Withholding of Taxes.  PROMISTAR shall withhold from any compensation and
     benefits payable under this Agreement all applicable federal, state, local,
     or other taxes.


12.  Arbitration of Disputes.  Any controversy or claim arising out of or
     relating to this Agreement, or the breach thereof, shall be settled by
     arbitration administered by the American Arbitration Association under its
     National Rules for the Resolution of Employment Disputes and judgment upon
     the award rendered by the arbitrator(s) may be entered by any court having
     jurisdiction thereof. Any such arbitration shall take place in the
     Commonwealth of Pennsylvania, County of Cambria.


13.  Waiver of Jury Trial.  In the event any controversy or claim arising out of
     Executive's employment or the termination of Executive's employment is
     found by a court of competent jurisdiction not to be subject to final and
     binding arbitration, Executive and PROMISTAR agree to try such claim or
     controversy, without use of a jury or advisory jury.


14.  No Claim Against Assets. Nothing in this Agreement shall be construed as
     giving Executive any claim against any specific assets of PROMISTAR or as
     imposing any trustee relationship upon PROMISTAR in respect of Executive.
     Subject to Section 16 below, PROMISTAR shall not be required to establish a
     special or separate fund or to

                                      -13-
<PAGE>

     segregate any of its assets in order to provide for the satisfaction of its
     obligations under this Agreement. Executive's rights under this Agreement
     shall be limited to those of an unsecured general creditor of PROMISTAR and
     its affiliates.


15.  Successors and Assignment. Except as otherwise provided in this Agreement,
     this Agreement shall inure to the benefit of and be binding upon the
     parties hereto and their respective heirs, representatives, successors and
     assigns.

     (a)  Company Successor.  PROMISTAR shall require any person (or persons
          acting as a group) who acquires ownership or effective control of
          PROMISTAR or ownership of a substantial portion of the business or
          assets of PROMISTAR (whether direct or indirect, by purchase, merger,
          consolidation or otherwise), by agreement in form and substance
          satisfactory to Executive, expressly to assume and agree to perform
          this Agreement in the same manner and to the same extent as PROMISTAR
          would be required to perform it if no such acquisition had taken
          place. In the event that PROMISTAR fails to obtain such agreement
          prior to the effectiveness of any such acquisition, PROMISTAR shall
          establish an irrevocable trust fund or similar arrangement containing
          assets sufficient to assure payment of all obligation under this
          Agreement, provided that Executive's right to payment from such trust
          fund or arrangement shall be no greater than the right of an unsecured
          creditor of PROMISTAR and its affiliates. As used in this Agreement,
          "PROMISTAR" shall mean PROMISTAR as defined in the first sentence of
          this Agreement and any person (or group) who acquires ownership or
          effective control of PROMISTAR or ownership of a substantial portion
          of the business or assets of PROMISTAR or which otherwise becomes
          bounded by all the terms and provisions of this Agreement, whether by
          the terms hereof, by operation of law or otherwise.

     (b)  Assignment by Executive.  The rights and benefits of Executive under
          this Agreement are personal to him and no such right or benefit shall
          be subject to voluntary or involuntary alienation, assignment or
          transfer; provided, however, that nothing in this Section 15 shall
          preclude Executive from designating a beneficiary or beneficiaries to
          receive any benefit payable on his death.


16.  Entire Agreement; Amendment. This Agreement shall supersede any and all
     existing oral or written agreements, representations, or warranties between
     Executive and PROMISTAR or any of its subsidiaries or affiliated entities
     relating to the terms of Executive's employment. It may not be amended
     except by a written agreement signed by both parties.


17.  Governing Law. This Agreement shall be governed by and construed in
     accordance with the laws of the Commonwealth of Pennsylvania applicable to
     agreements made and to be performed in that Commonwealth, without regard to
     its conflict of laws provisions.


18.  Notices. Any notice, consent, request or other communication made or given
     in connection with this Agreement shall be in writing and shall be deemed
     to have been duly given when delivered or mailed by registered or certified
     mail, return receipt

                                      -14-
<PAGE>

     requested, or by facsimile or by hand delivery, to those listed below at
     their following respective addresses or at such other address as each may
     specify by notice to the others:

     To PROMISTAR:                                To Executive:

     PROMISTAR Financial Corporation              At the address for Executive
     PROMISTAR Plaza                              set forth below
     551 Main Street
     Johnstown, PA   15901
     Attn:  Chairman and Chief Executive Officer


19.  Miscellaneous.

     (a)  Waiver. The failure of a party to insist upon strict adherence to any
          term of this Agreement on any occasion shall not be considered a
          waiver thereof or deprive that party of the right thereafter to insist
          upon strict adherence to that term or any other term of this
          Agreement.

     (b)  Separability.  If any term or provision of this Agreement is declared
          illegal or unenforceable by any court of competent jurisdiction and
          cannot be modified to be enforceable, such term or provisions shall
          immediately become null and void, leaving the remainder of this
          Agreement in full force and effect.

     (c)  Headings.  Section headings are used herein for convenience of
          reference only and shall not affect the meaning of any provision of
          this Agreement.

     (d)  Rules of Construction.  Whenever the context so requires, the use of
          the singular shall be deemed to include the plural and vice versa.

     (e)  Counterparts.  This Agreement may be executed in any number of
          counterparts, each of which so executed shall be deemed to be an
          original, and such counterparts will together constitute but one
          Agreement.

                                      -15-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year set forth below.


PROMISTAR FINANCIAL CORPORATION:                EXECUTIVE:



By: /s/ John H. Anderson                        /s/ Bethany L. Sullivan
    --------------------                        ----------------------
      John H. Anderson
      Chairman and Chief Executive Officer


Date: Jan. 24, 2001                             Date:  1-24-01
      -------------                                    -------


                                                Address: 108 Marilyn Way
                                                         ---------------

                                                Johnstown, PA 15904
                                                -------------------

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<PAGE>

                                 ATTACHMENT A


                  [copy of Separation Agreement and Release]

                                      -17-
</TEXT>
</DOCUMENT>
