BELMONT BANCORP, S-2, 1999-11-16

BELMONT BANCORP
S-2, 1999-11-16
NATIONAL COMMERCIAL BANKS

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As filed with the Securities and Exchange Commission on November 16, 1999

Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------------------------

FORM S-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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BELMONT BANCORP
(Exact Name of Registrant as specified in charter)
<TABLE>
<S> <C> <C>
OHIO 6021 34-1376776
(State or jurisdiction (Primary Standard Industrial (IRS Employer
of incorporation or organization) Classification Code Number Identification No.)
</TABLE>

325 Main Street
Bridgeport, OH 43912
(740) 695-3323
(Address and telephone number of principal executive offices
and principal place of business)

David G. Brewick
Interim President
Belmont Bancorp
325 Main Street
Bridgeport, OH 43912
(740) 695-3323

(Name, address, and telephone number of agent for service)

Copies to:

David G. Edwards, Esq.
Doepken Keevican & Weiss Professional Corporation
58th Floor, USX Tower
600 Grant Street
Pittsburgh, PA 15219
(412) 355-2600

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. [_]

<PAGE>

If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

CALCULATION OF REGISTRATION FEE

Proposed
Title of each class of maximum aggregate Amount of
securities to be registered offering price(1) registration fee
- --------------------------- ----------------- ----------------
Common Stock, $.25 par value. $10,000,000 $2,780

- ----------
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.

<PAGE>

We will amend and complete the information in this prospectus. Although we are
permitted by United States federal securities law to offer these securities
using this prospectus, we may not sell them or accept your offer to buy them
until the documentation filed with the SEC relating to these securities has been
declared effective by the SEC. This prospectus is not an offer to sell these
securities or our solicitation of your offer to buy these securities in any
jurisdiction where that would not be permitted or legal.

SUBJECT TO COMPLETION--November 16, 1999
Prospectus
, 1999
BELMONT BANCORP

________ COMMON SHARES $______ PER SHARE

Belmont Bancorp

o We are a bank holding company o In order to evidence their
which owns one bank, Belmont confidence in Belmont and
National Bank, with 13 branches in encourage participation in the
eastern Ohio and northern West offering through their example,
Virginia in November 1999, certain of our
directors agreed to purchase
o Belmont Bancorp $1.65 million of our stock
325 Main Street convertible into common stock at
Bridgeport, Ohio 43912 the same price as the shares
offered in this offering. These
Trading directors have agreed to convert
the amount of this convertible
o Our shares are listed on the Nasdaq stock that is necessary to
SmallCap Market with the trading purchase the common stock that
symbol BLMT. they would be permitted to
purchase in the rights offering
The Offering: [($______)]. To the extent that
sufficient shares of common stock
o We are offering shares of our remain available for purchase at
common stock to our existing the conclusion of the ancillary
shareholders on the basis of one offering, these directors have
share for each [___] shares owned. agreed to convert their remaining
This rights offering will remain shares of convertible stock into
open for the 30-day period from common stock.
[____], 1999 to [_________] ,
1999, subject to extension for up o We plan to use the net proceeds
to 30 additional days in our sole from this offering to increase
discretion. the Bank's capitalization.

o We are also offering to our o We are selling our common stock
existing shareholders, certain on a best efforts basis. This is
depositors and other persons not an underwritten offering.
shares of our common stock,
subject to shares remaining o There is no minimum offering
available for purchase upon amount. However, all subscription
completion of the rights offering. funds will be held in escrow. The
This ancillary offering will escrow agent will not be
remain open for the 45-day period permitted to release these funds
from [____], 1999 to [_______], until the conclusion of the
1999, subject to extension for up offering.
to an additional 45 days in our
sole discretion. o We may elect to accept or reject
all of the subscriptions in the
rights offering and all or any
part of the subscriptions in the

Per Share Total Amount

Public offering price:
[_______] $10,000,000

This investment involves risk. Investors should be able to afford the loss of
their investment. See "Risk Factors" beginning on page 7.

Neither the SEC nor any state securities commission has determined whether this
prospectus is truthful or complete. Nor have they made, nor will they make, any
determination as to whether anyone should buy these securities. Any
representation to the contrary is a criminal offense.

The shares offered hereby are not bank deposits and are not insured by the
Federal Deposit Insurance Corporation or any other agency or company. The
Federal Deposit Insurance Corporation has not passed, and does not pass, upon
the merits of these or any other securities nor do they pass upon the accuracy
or completeness of any prospectus or other selling literature.

<PAGE>

For Pennsylvania Residents: You have accepted an offer to purchase these
securities made pursuant to a prospectus which contains a notice explaining your
right to withdraw your acceptance pursuant to Section 207(m) of the Pennsylvania
Securities Act of 1972 (70 P.S. ss. 1-207(m)), you may elect, within two
business days after the first time you have received the notice and a prospectus
to withdraw from your purchase agreement and receive a full refund of all monies
paid by you. Your withdrawal will be without any further liability to any
person. To accomplish this withdrawal, you need only send a letter or telegram
to the issuer (or underwriter if one is listed on the front page of the
prospectus) indicating your intention to withdraw. Such letter or telegram
should be sent and postmarked prior to the end of the aforementioned second
business day. If you are sending a letter, it is prudent to send it by certified
mail, return receipt requested, to ensure that it is received and also to
evidence the time when it was mailed. Should you make the request orally, you
should ask for written confirmation that your request has been received.

Notice to Ohio Investors: a Registration Statement concerning the shares has
been filed with the Ohio Division of Securities pursuant to Sections
1707.06(a)(1) and 1707.05A of the Ohio Revised Code. These shares have not been
approved or disapproved as an investment for any Ohio resident by the Ohio
Division of Securities, nor has the Division passed upon the accuracy of this
prospectus.

You should rely only on the information contained in this document or
incorporated by reference. We have not authorized anyone to provide you
information that is different. This prospectus shall not constitute an offer to
sell or a solicitation of an offer to buy any securities in any jurisdiction in
which it would be unlawful to make such offer or solicitation.

<PAGE>

WHERE YOU CAN FIND MORE INFORMATION

Belmont Bancorp files annual, quarterly and current reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any document that we file at the SEC public reference room
facility located at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
SEC's regional offices at 7 World Trade Center, 13th Floor, Suite 1300, New
York, New York 10048, Citicorp Center, 500 West Madison Street, Chicago,
Illinois 60661. Please call the SEC at 1-800-SEC-0330 for further information on
the public reference room. The SEC maintains an Internet site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding issuers, including Belmont Bancorp, that file
documents with the SEC electronically through the SEC's electronic data
gathering, analysis and retrieval system known as EDGAR. Our common stock is
traded on the Nasdaq SmallCap Market under the symbol "BLMT." Our reports, proxy
and information statements may also be reviewed at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006.

This prospectus is part of a registration statement filed by us with the
SEC. Because the rules and regulations of the SEC allow us to omit certain
portions of the registration statement from this prospectus, this prospectus
does not contain all the information contained in the registration statement.
You may review the registration statement and the exhibits filed with the
registration statement for further information regarding us and the securities
being sold by this prospectus. The registration statement and its exhibits may
be inspected at the public reference facilities of the SEC at the addresses
mentioned above.

INCORPORATION OF INFORMATION THAT WE FILE WITH THE SEC

The SEC allows us to "incorporate by reference" information we have filed
with the SEC. This means:

o incorporated documents are considered part of this prospectus;

o we can disclose important information to you by referring you to those
documents.

We incorporate by reference the documents listed below:

o Our Annual Report on Form 10-K for the year ended December 31, 1998
except for Items 6, 7, 7A and 8 and Exhibits 23 and 27 which were
amended by our Amended Annual Report on Form 10-K/A for the year ended
December 31, 1998.

o Our Amended Annual Report on Form 10-K/A for the year ended December
31, 1998.

o Our quarterly reports on Form 10-Q for the three month periods ended
March 31, 1999, June 30, 1999 and September 30, 1999.

o Our current Reports on Forms 8-K filed, March 22, 1999, April 28,
1999, May 21, 1999, June 14, 1999, August 11, 1999, October 14, 1999,
October 18, 1999 and October 20, 1999.

Copies of our annual report on Form 10-K as amended by Form 10-K/A for the
year ended December 31, 1998 and the quarterly report on Form 10-Q for the
quarter ended September 30, 1999 are being delivered to you with this
prospectus.

You may request a copy of any filings referred to above, including exhibits
which are specifically incorporated by reference in those filings, at no cost,
by contacting us orally or in writing at the following address:

<PAGE>

Jane R. Marsh
Corporate Secretary
Belmont Bancorp
154 W. Main Street, P.O. Box 249
St. Clairsville, OH 43950
(740) 695-3323

You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. We are not making an offer of
securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus or any supplement is accurate as of any
date other than the date on the front of those documents because our financial
condition and results may have changed since that date.

<PAGE>

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PROSPECTUS SUMMARY

The following summarizes information in other sections of our prospectus.
This summary is not complete and does not contain all of the information that
you should consider before increasing your investment in our common stock. You
should read the entire prospectus carefully. Generally, references to "we," "us"
and "our" or "Belmont" mean Belmont Bancorp and our subsidiaries. We sometimes
refer to our operating subsidiary, Belmont National Bank, as "Bank," where
necessary to indicate that entity on an individual basis.

The Company

Belmont Bancorp, an Ohio corporation, is a registered bank holding company
headquartered in Bridgeport, Ohio. Our principal business is presently to
operate the Bank, which is a wholly owned subsidiary and our principal asset.
The Bank conducts a general commercial banking business through its 13 banking
offices in eastern Ohio and northern West Virginia. A second subsidiary, Belmont
Financial Network, Inc., invests in low income housing. Our mailing address is
P.O. Box 249, St. Clairsville, Ohio 43950 and our telephone number is (740)
695-3323.

As of October 31, 1999, we had consolidated total assets of approximately
$336 million, deposits of approximately $272 million and shareholders' equity of
approximately $12 million.

We provide a wide range of retail banking services to individuals and small
to medium-sized businesses. These services include various deposit products,
business and personal loans, credit cards, residential mortgage loans, home
equity loans, and other consumer oriented financial services including IRA and
Keogh accounts, safe deposit and night depository facilities.

The Offering

Securities Offered.............. [_________] common shares, $0.25 par
value at a subscription price of $[___]
per share, or $10.0 million in the
aggregate.

Shares Outstanding/Authorized... We had 5,236,534 shares of common stock
issued and outstanding as of the record
date of this offering, [__________],
1999. If the offering is fully
subscribed, we will have [__________]
shares issued and outstanding. We have
17,800,000 shares authorized.

Rights Offering................. All current shareholders will be
entitled to purchase one share of common
stock at $[______] per share for every
[___] shares of stock held by them as of
the record date. We will not issue
fractional shares. We will round the
rights upward to the nearest whole
share. Rights are generally
nontransferable. This rights offering
will remain open during the 30- day
period from [________], 1999 to
[_________], 1999, subject to extension
for up to 30 additional days in our sole
discretion.

Ancillary Offering.............. We are also offering to our existing
shareholders, certain depositors and
other persons shares of our common
stock, subject to

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<PAGE>

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shares remaining available for purchase
upon completion of the rights offering.
We will offer shares in the ancillary
offering for the 45-day period from
[_______], 1999 to [__________], 1999,
subject to extension for up to 45 days
in our sole discretion. A minimum
subscription of [__] shares is required
in this ancillary offering.

Purchase of Shares
by Directors.................. In order to evidence their confidence in
Belmont and encourage participation in
the offering through their example, in
November 1999, certain of our directors
agreed to purchase $1.65 million of our
stock convertible into common stock at
the same price as the shares offered in
this offering. These directors have
agreed to convert the amount of this
convertible stock that is necessary to
purchase the common stock that they
would be permitted to purchase in the
rights offering [($______)]. If any
shares of common stock remain available
for purchase at the conclusion of the
ancillary offering, they have agreed to
purchase all available shares they can
purchase by converting the remaining
shares of convertible stock they hold
[($________)]. If all of the shares
offered in the offering are sold, we may
redeem for the original issuance price
any shares of convertible stock which
are not converted.

Escrow and Acceptance
of Subscriptions.............. We will deposit all subscription funds
received in a non-interest bearing
escrow account with Firstar Trust
Company, as escrow agent. The escrow
agent will hold in the escrow account
all subscription funds until the
conclusion of the offering. We may elect
to accept or reject all of the
subscriptions in the rights offering and
any or all of the subscriptions in the
ancillary offering. We will accept
subscriptions in the ancillary offering
only if the rights offering is not fully
subscribed. If the ancillary offering is
over-subscribed, we may allocate shares
to subscribers in any manner we decide.

Use of Proceeds................. We will use the net proceeds of the
offering to increase the capitalization
of the Bank.

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<PAGE>

RISK FACTORS

An investment in the shares involves risks, many of which are beyond our
control and represent contingencies that cannot be reliably estimated. You
should carefully consider the following factors and other information in this
prospectus before deciding to invest in shares of our common stock.

We have Incurred Significant Loan Losses

As discussed in our SEC filings and subsequent news releases, we have
recognized significant loan losses and have created significant reserves for
loan losses since the fourth quarter of 1998, principally as a result of a large
commercial borrower ceasing operations in April 1999 and certain irregularities
with regard to consumer loans to customers of that borrower. As of October 31,
1999, we had loan loss reserves of $10 million. Based upon our extensive review
of our loan portfolio, with the assistance of the Durfee & Root, certified
public accounts, and Crowe, Chizek and Company LLP, the independent accountants
we recently engaged to serve as our auditors, we believe that we have
appropriately reserved for loan losses. However, we can offer no assurance that
we will not incur loan losses in the immediate future in excess of the amounts
reserved. See "Recent Developments."

We Must Improve our Capital Position in Order to Comply with Regulatory
Requirements

The Bank has entered into a consent order with the Office of the
Comptroller of the Currency which requires, among other things, that the Bank
achieve by March 31, 2000, and thereafter maintain, Tier 1 capital at least
equal to 6% of adjusted total assets, which is referred to as a 6% Tier 1
leverage ratio. Tier 1 capital consists principally of shareholders' equity less
goodwill and a portion of deferred tax assets. Belmont has also entered into a
written agreement with the Federal Reserve Bank of Cleveland that requires,
among other things, that it maintain an adequate capital position for the Bank.

In October 1999, the Bank sold approximately $38 million in investment
securities and used approximately $33 million of the proceeds to repay
borrowings from the Federal Home Loan Bank of Cincinnati. Although losses and
prepayment penalties associated with the transactions totaled $1.1 million, the
capital required to support the Bank's assets based on the terms of the consent
order was reduced by approximately $2.0 million.

While it is difficult to estimate what our capital requirements will be at
March 31, 2000, based upon our financial position at October 31, 1999, we would
need to receive at least $8.4 million in offering proceeds to achieve a Tier 1
leverage ratio equal to 6%. If we do not raise sufficient offering proceeds to
achieve minimum leverage requirements, we expect to take other steps to satisfy
the Comptroller of the Currency and the Federal Reserve Bank of Cleveland. These
steps could include taking the following or other actions:

o We could reject all subscriptions and refund all payments and seek to
sell the Bank or enter into a strategic partnership with another
financial institution.

o We could accept all subscriptions and seek additional financing
through other sources, including another financial institution.

o We could accept all subscriptions and further reduce the total assets
of the Bank through the sale of assets and repayment of a funding
source such as borrowings.

We cannot offer any assurance to you that we will be able to enter into a
strategic partnership, obtain additional financing or sell the Bank or any of
its assets on terms favorable to us. If, following this offering, the Bank is
sold or a strategic partner or other person invests in or provides financing to
us, any shares you purchase could have a market value less than the offering
price as a result of the terms of any such transaction. In this event, a single
investor could obtain control of the Bank and install a new management team
unknown to current shareholders. In addition, the sale of assets by the Bank
could potentially impair its ability to generate earnings in future periods. See
"Recent Developments."

<PAGE>

We have a Significant Concentration of Loans Which Heightens Our Risk of Loan
Losses

Concentrations of credit risk within an industry create the risk of
substantial loan losses if that industry should suffer economic hardship. We use
the Standard Industry Code system, commonly known as SIC, to determine
concentrations of credit risk by industry. While there are no aggregate loan
balances based on a single SIC classification that exceeds 10% of total loans,
the loans and credit facilities we have made available to the amusement
industry, as described below, totaled $19.8 million, or 10.7% of total loans, at
September 30, 1999. Under regulations of the Office of the Comptroller of the
Currency, loans in excess of 25% of the total amount of the Bank's Tier 1 and
Tier 2 capital are considered concentrations of credit. Tier 1 capital is
described under "Risk Factors - We Must Improve our Capital Position." Tier 2
capital includes debt instruments and a portion of the allowance for possible
loan losses.

The table set forth below depicts as of September 30, 1999 concentrations
of credit, as defined by the Comptroller of the Currency, categorized by SIC
classification, except that the amusement industry includes multiple SIC
classifications representing amusement services and manufacturers of amusement
rides and concession trailers. In all but one case, these concentrations of
credit resulted from the recent reduction of the Bank's capital. The Bank is
taking steps to reduce or eliminate these concentrations of credit by seeking to
raise capital in this offering and by further diversification of its loan
portfolio. We may not be successful in diversifying our portfolio or raising
sufficient capital to reduce these concentrations of credit. See "Risk
Factors--We Must Improve our Capital Position."

Loan Balance Percent of
Industry and Available Tier 1 and
Credit Tier 2 Capital
Amusement Industry 19,782,000 120.5%
Services - Hotel/Motel 7,071,000 43.1%
Commercial Office Buildings and Rentals
6,729,000 41.0%
Commercial Apartments and Rentals 6,729,000 41.0%
Automobile Retailers 5,530,000 33.7%
General Building Contracting 5,426,000 33.1%
Commercial Construction Contracting 5,057,000 30.8%

We Cannot Pay Dividends without Approval

Our ability to pay future dividends is dependent on the ability of the Bank
to pay dividends to us. The Bank is prohibited by the consent order from
declaring or paying any dividends without the prior approval of the Office of
the Comptroller of the Currency. It is not possible to estimate when such
approval may be given and whether or when dividends may be paid in the future.

We Face Intense Competition in Our Market Area Which May Reduce Our Customer
Base

Bank holding companies and their subsidiary banks are subject to vigorous
and intense competition from other banking institutions and from various
financial institutions and other "nonbank" or non-regulated companies or firms
that engage in similar activities. We compete for deposits with other commercial
banks, savings banks, savings and loan associations, insurance companies and
credit unions, as well as issuers of commercial paper and other securities,
including shares in mutual funds. In making loans, we compete with

<PAGE>

other commercial banks, savings banks, savings and loan associations, consumer
finance companies, credit unions, insurance companies, leasing companies and
other nonbank lenders. Because of our current need to increase our capital we
may be unable to compete for some loans which we would normally like to make.

We compete not only with financial institutions in Eastern Ohio and
Northern West Virginia but also with a number of large out-of-state and foreign
banks, bank holding companies and other financial and nonbank institutions. Some
of these institutions are engaged in national and international operations and
have more assets and personnel than us. In addition, some of our competitors are
not subject to the extensive bank regulatory structure and restrictive policies
which apply to us.

The principal factors in successfully competing for deposits are convenient
office locations, flexible hours, competitive interest rates and services, while
those relating to loans are competitive interest rates, the range of lending
services offered and lending fees. We believe that the local character of our
business and our community bank management philosophy enables us to compete
successfully in our market area. We anticipate, however, that competition will
continue to increase in the years ahead.

Our Financial Condition is Dependent Upon the Bank's Operations

Our financial health is directly related to the financial health of the
Bank. The financial health of the Bank may be adversely affected by detrimental
changes in federal or state laws, the national monetary and fiscal policies and
international, national and/or local economic conditions. Such laws, policies or
conditions could have material and adverse effects upon the Bank's operations
revenues and profitability.

Changes In Interest Rates May Hurt Our Ability to Earn Profits

The results of operations for financial institutions may be materially and
adversely affected by changes in prevailing economic conditions, including
declines in real estate market values, rapid changes in interest rates and the
monetary and fiscal policies of the federal government. Our profitability is in
part a function of the spread between the interest rates earned on investments
and loans and the interest rates paid on deposits and other interest-bearing
liabilities. In the early 1990s, many banking organizations experienced
historically high interest rate spreads. More recently, interest rate spreads
have generally narrowed due to changing market conditions and competitive
pricing pressure, and there can be no assurance that such factors will not
continue to narrow interest rate spreads or that the higher interest rate
spreads will return. Like most banking institutions, our net interest spread and
margin will be affected by general economic conditions and other factors that
influence market interest rates and our ability to respond to changes to such
rates. At any given time, our assets and liabilities will be such that they are
affected differently by a given change in interest rates. As a result, an
increase or decrease in rates could have a material adverse effect on our net
income, capital and liquidity. Although management takes measures to mitigate
interest rate risk, there can be no assurance that such measures will be
effective in minimizing the exposure to interest rate risk.

We Have Not Identified a New Chief Executive Officer

The losses and irregularities leading to the loan losses discussed above
became apparent shortly after the resignation of our chief operating officer on
March 15, 1999. On June 9, 1999, our board engaged FiCap Strategic Partners,
LLC, a firm which provides advisory services to financial institutions, to
provide management services to us. On June 8, 1999, our board accepted the
resignation of our chief executive officer. We are currently interviewing
candidates for chief executive officer, but to date we have not employed any
candidate. Until and unless a replacement is hired, the Bank will continue to
engage interim management to operate the Bank. Our costs of using an interim
management team to operate the Bank are substantially greater than our costs
would be if we engaged a permanent chief executive officer.

We Must Avoid Technological Obsolescence or We May Lose Customers

The banking industry is undergoing rapid technological changes with
frequent introductions of new technology-driven products and services. In
addition to better serving customers, the effective use of technology increases
efficiency and enables financial institutions to reduce costs. Our future
success will

<PAGE>

depend in part on its ability to address the needs of its customers by using
technology to provide products and services that will satisfy customer demands
for convenience as well as to create additional efficiencies in our operations.
Many of our competitors have substantially greater resources to invest in
technological improvements. Such technology may permit competitors to perform
certain functions at a lower cost than us. There can be no assurance that we
will be able to effectively implement new technology-driven products and
services or be successful in marketing such products and services to its
customers.

Additional Sales of Capital Stock in the Future Could Dilute Our Stockholders'
Ownership Interests

Our shares of capital stock eligible for future sale could have a dilutive
effect on the market for our common stock and could adversely affect the market
price. Our charter authorizes the issuance of up to 17,800,000 shares of common
stock, of which 5,236,534 shares were outstanding at October 31, 1999 and 90,000
shares of preferred stock, none of which were outstanding at October 31, 1999.
Assuming all [__________] shares offered in this offering are sold, [__________]
shares of common stock will be available for future issuance. In order to
improve our capital position we may have to attract new investors in the future
by the sale of stock at a lower price than the current offering price.

Our Charter Contains Anti-takeover Provisions which Could Discourage
Acquisitions and Adversely Affect the Price of Our Stock

Our Articles of Incorporation contain provisions which may have the effect
of discouraging or impeding a tender offer, proxy contest or similar
transactions involving control of Belmont, including transactions in which our
stockholders might otherwise receive a premium for their shares above
then-current market prices or other transactions they may deem to be in their
best interest.

Specifically:

1. Our charter classifies our board of directors into three classes, each
with its term expiring at a different year. This means that only one-third of
our directors will normally be up for reelection at any one time, thus requiring
a person attempting to gain control of the board to wait for at least two
elections before a change can be made to at least a majority of the directors.

2. Our charter requires the approval of the holders at least 75% of our
voting stock to approve the merger or consolidation with or the sale of the
assets or business to, any other corporation unless the transaction receives the
prior approval of 60% of our board of directors.

3. Our charter provides that if an acquiring person becomes the owner of
more than 50% of our voting stock as a result of a tender offer, we shall be
obligated to offer to purchase the remaining shareholders' shares at the highest
price paid by the acquiring person.

4. Furthermore, our Charter provides that our board of directors may issue
preferred stock without stockholder approval. This issuance of preferred stock
could make it more difficult for a third party to acquire us.

Ohio Statutory Law Contains Provisions which Could Discourage Acquisitions and
Adversely Affect the Price of our Stock

Certain provisions of the Ohio Revised Code which are applicable to us may
have the effect of discouraging or impeding a tender offer, proxy contest or
similar transactions involving control of Belmont, including transactions in
which our stockholders might otherwise receive a premium for their shares above
then-current market prices or other transactions they may deem to be in their
best interest. These provisions include permitting a company's board to consider
the interests of employees, suppliers, creditors and customers, general
community and societal factors and the long-term and short-term interests of the
company and its shareholders in deciding whether to accept or reject an offer to
purchase the company. Consequently, if

<PAGE>

we were to receive an offer to purchase Belmont, our board could base its
decision on whether to accept or reject the offer based on factors other than
maximizing shareholder value.

The Year 2000 Issue Could Hurt Our Operations and Our Profits and Could Lower
the Value of Your Stock

Like most financial institutions, we rely upon computers for conducting our
business and for information systems processing. There is concern among industry
experts that on January 1, 2000, computers may be unable to read or interpret
the new year properly and there may be widespread computer malfunctions. The
issue may also negatively affect the business of our customers and vendors.
Failure of any of our computers systems, those of the parties we do business
with or the public infrastructure, including the electric and telephone
companies, to process transactions after January 1, 2000, may disrupt our
ability to do routine business and to service our customers. This could hurt our
operations and profits. In addition, some depositors may withdraw deposits from
the Bank prior to year-end due to fears that year-2000-related malfunctions may
cause loss of records of, or otherwise impair, their deposits. If large numbers
of such withdrawals were to occur, the Bank could be forced to sell loans or
investments at unfavorable prices in order to maintain liquidity.

RECENT DEVELOPMENTS

Consent Order

In August 1999, the Bank received the written report of the recent
examination of the Bank by the Office of the Comptroller of the Currency, the
Bank's principal federal regulatory agency. At the same time, the Bank entered
into a consent order with the Comptroller of the Currency relating to the
results of the examination, which contains certain required actions and certain
restrictions.

The consent order requires the Bank to formulate new plans, policies,
procedures and programs relating to long-term strategy, organizational
structure, management, loans, loan loss reserves, overdrafts, loan interest
accrual and non-accrual loans, loan diversification, internal audit and periodic
loan review by certain dates and then to implement and follow those plans,
policies, procedures and programs. The Bank is also required to review and
evaluate certain groups of loans and correct deficiencies, and going forward to
properly document commercial extensions of credit and comply with law and
regulations relating to lending. Management of the Bank believes it has taken
all appropriate steps to comply with those requirements.

The consent order specifies that the Bank must retain the services of a
qualified independent certified public accounting firm acceptable to the
Comptroller of the Currency. In October, 1999, with the approval of the
Comptroller of the Currency the Bank retained the services of Crowe, Chizek and
Company LLP.

In addition, the consent order mandates that the Bank must achieve a
specified minimum level of capital by March 31, 2000 and thereafter maintain it.
Management intends to take all appropriate steps, including this common stock
offering, to meet the minimum capital requirement. At October 31, 1999, the
Bank's Tier 1 capital of $11.7 million was $8.4 million less than the required
amount. See "Risk Factors--We Must Improve our Capital Position."

In addition to raising capital, we may improve the ratio of the Bank's Tier
1 capital to adjusted total assets through the sale of assets and repayment of a
funding source such as borrowings. In October 1999, the Bank sold approximately
$38 million in investment securities and used approximately $33 million of the
proceeds to repay borrowings from the Federal Home Loan Bank of Cincinnati.
Although losses and prepayment penalties associated with the transactions
totaled $1.1 million, the capital required to support the Bank's assets based on
the terms of the consent order was reduced by approximately $2.0 million. The
Bank's Tier 1 capital to adjusted total assets was 3.51% at October 31, 1999. We
are contemplating further asset reductions.

<PAGE>

Under the terms of the consent order, the board of directors of the Bank is
responsible for the proper and sound management of the Bank, must appoint a
compliance committee from among their independent members, and report monthly to
the Comptroller of the Currency on progress in complying with the consent order.
The board has appointed a compliance committee and has filed its monthly reports
with the Comptroller of the Currency.

Federal Reserve Bank Agreement

In August 1999, we also entered into an agreement with the Federal Reserve
Bank of Cleveland, under authority given it by the Board of Governors of the
Federal Reserve System, the federal regulatory agency for Belmont. As with the
consent of the Comptroller of the Currency, the Federal Reserve agreement
necessitates certain actions and restrictions.

Without prior Federal Reserve approval, the agreement prohibits us from
paying dividends, incurring debt, redeeming stock, receiving dividends from the
Bank, imposing charges on the Bank, and engaging in any transaction with the
Bank in violation of federal law. We are required to submit to the Federal
Reserve an acceptable plan for maintaining adequate capital at the Bank and to
comply with the plan. We must also submit annual cash flow projections. We must
also ensure that the Bank complies fully with the consent order with the
Comptroller of the Currency and report quarterly on progress in complying with
the Federal Reserve agreement. We have taken to date, and intend to continue to
take, all appropriate steps to comply with the Federal Reserve requirements.

We have Taken Measures to Address Operational and Financial Issues

Following the March 15, 1999, resignation of William Wallace as executive
vice president and chief operating officer of the Bank, the board of directors
became aware that the Bank's loan portfolio contained a significant
concentration of irregular loans to Schwartz Homes, Inc., a retailer of mobile
homes based in New Philadelphia, Ohio, Steven D. Schwartz and retail customers
of Schwartz Homes. The loans to retail customers of Schwartz Homes were extended
under the direction of Mr. Wallace in an arrangement by which Schwartz Homes
agreed to repay loans not repaid by retail customers. On April 12, 1999, Mr.
Wallace submitted his resignation as a director of Belmont and the Bank.

On June 2, 1999, other creditors of Schwartz Homes placed that company in
involuntary bankruptcy proceedings.

On June 8, 1999, J. Vincent Ciroli, Jr., resigned as president and chief
executive officer of Belmont and Bank.

In response to these developments, the board of directors of Belmont and
the Bank took the following measures:

o Appointed W. Quay Mull II as interim chief executive officer and
retained the services of FiCap Strategic Partners, LLC to provide
interim management services to Belmont and the Bank and assist the
board in employing a new president.

o Retained the law firm of Doepken Keevican & Weiss to pursue all
avenues of recovery against Steven D. Schwartz, William Wallace and
others to recover the losses incurred from the Schwartz Homes loan
relationship.

o Began a search to recruit a new president for the Bank. This search is
continuing with a targeted completion date by the end of 1999.

o Promoted Stephen K. Kilpatrick to senior vice president, with
responsibility for all lending operations of the Bank except retail
services. Mr. Kilpatrick joined the Bank in April 1999.

<PAGE>

o Retained the services of Crowe, Chizek and Company LLP to provide
external audit, internal audit and loan review functions for the Bank
and Belmont and dismissed the Bank's and Belmont's previous auditors
and providers of loan review services.

o Undertook an extensive review of the Bank's loan portfolio, with the
assistance of the Durfee & Root, certified public accounts, and Crowe,
Chizek and Company LLP, the independent accountants we recently
engaged to serve as our auditors.

o Caused FiCap to initiate a thorough review and assessment of all of
the Bank's operations, personnel, policies and procedures, with
particular emphasis on the Bank's loan portfolio.

o Used the results of FiCap's review and assessment to strengthen
procedures and internal controls, reassign or terminate employees
where appropriate and strengthen the operational foundation of the
Bank.

o Implemented plans to protect the Bank's liquidity and to raise
additional capital, including through this offering.

o Reduced the total assets of the Bank through the sale of assets and
repayment of funding sources, as more fully described above under
"Recent Developments--Consent Order." We are contemplating further
asset reductions.

o Developed a strategic plan for the Bank for the next five years.

o Removed Mr. Ciroli as a director of the Bank.

o Filed a claim under the Bank's fidelity bond insurance policy issued
by Progressive Insurance Company to recover the losses incurred in
connection with the Schwartz Homes loan relationship.

o Instituted legal proceedings against Steven D. Schwartz, William
Wallace and others to recover the losses incurred from the irregular
Schwartz Homes loan relationship.

o Prosecuted workout and collection actions against commercial borrowers
with troubled loan relationships.

o Assisted the Bank's and Belmont's regulators in understanding the
issues before the Bank and developed a collaborative relationship with
these regulators, the Federal Bureau of Investigation and other law
enforcement authorities in order to address the issues before the Bank
promptly and effectively.

FORWARD-LOOKING STATEMENTS

We have made statements in this prospectus and in the documents
incorporated herein that are forward-looking statements. You can identify these
statements by forward-looking words such as "may," "will," "intend," "expect,"
"anticipate," "believe," "estimate," and "continue" or similar words.
Forward-looking statements may also use different phrases. Forward-looking
statements address, among other things, (1) our expectations; (2) projections of
our future results of operations or of our financial condition; or (3) other
"forward looking" information.

We believe it is important to communicate our expectations to our
investors. However, events may occur that we are not able to predict accurately
or which we do not fully control that could cause actual results to differ
materially from those expressed or implied by our forward-looking statements,
including:

<PAGE>

o our inability to raise or maintain adequate levels of capital, as
required by the Office of the Comptroller of the Currency or the
Federal Reserve Bank of Cleveland.

o our need to further reduce our total assets through the sale of assets
and the repayment of funding sources, which could impair our ability
to generate earnings in future periods.

o our need to recognize loan losses or create additional loan loss
reserves due to additional problem loans.

o unforeseen adverse conditions in our borrowers' businesses or
financial condition.

o changes in general economic and business conditions and in the banking
industry in particular.

o changes in banking regulations.

o other factors discussed under "Risk Factors."

USE OF PROCEEDS

We intend to use the net proceeds of the offering to increase the Bank's
capitalization. We have not entered into agreements with any selling agents, but
we may elect to do so and pay commissions at prevailing rates. In this event,
the net proceeds of the offering available for our use would be reduced by the
amount of any commissions paid to selling agents.

DETERMINATION OF OFFERING PRICE

We considered several factors in setting the per share offering price of
the shares. Our shares are traded on the Nasdaq SmallCap market. In determining
the per share offering price, we took into account the prices at which recent
trades have taken place in our shares. Additionally, we considered our
perception that there is an existing demand to purchase shares by existing and
prospective shareholders and the multiples of book value at which similarly
situated institutions are trading. As of [____________], 1999, the closing price
of the shares was $[_______].

DILUTION

Shareholders who do not participate on a pro rata basis in the rights
offering will experience dilution in ownership. Assuming the full subscription
of the offering had occurred on September 30, 1999, a purchaser of shares in the
offering would have paid a premium of $[_____] per share [(_____)%] over the
book value of such share of $2.61.

PLAN OF DISTRIBUTION

The Rights Offering

The Offering. We are offering to our shareholders of record, as of the
close of business on [______________], 1999, which is our record date, the right
to subscribe for [______] shares at a price of $[___] per share. Shareholders
will have the right to purchase one share for each [______] shares owned on the
record date in this rights offering. We will not issue fractional shares. We
will round rights upward to the next whole share.

<PAGE>

The Rights. The rights are not transferable, except that the assignment by
a record or nominee owner of shares to the beneficial owner will be permitted to
the extent allowable under applicable state securities laws. Each right
evidences the total number of shares to which the shareholder is entitled to
subscribe for in the rights offering. A shareholder who does not participate in
the rights offering will experience ownership dilution. See "Risk
Factors--Dilution." Officers and directors of Belmont, in their capacity as
shareholders, will have the same right to purchase shares in the rights offering
as other shareholders.

Dates of Offering. The rights offering will begin on [______________], 1999
and continue for 30 days until [_________________], 1999, subject to our right
to extend the rights offering for up to 30 additional days.

How to Subscribe. You may subscribe to purchase shares by completing and
signing the rights subscription agreement which accompanies this prospectus and
mailing or delivering it to the escrow agent, together with payment in full for
all shares subscribed for. To be accepted, we must receive your subscription
before the expiration of the rights offering. You must pay the full subscription
price when you return the rights subscription agreement. In the event that
payment is less than that required to purchase the number of shares subscribed
for, we will issue only the number of shares for which payment is received.
Rights subscription agreements should be mailed, and checks made payable, to:

Belmont Bancorp Escrow Account No. [______]
Firstar Trust Company
425 Walnut Street
ML CN-WN-06CT
Cincinnati, Ohio 45202
Attention: Brian George

If you wish to subscribe for more shares than you are entitled to purchase
in the rights offering, you may do so by completing the subscription agreement
for the ancillary offering. See "Plan of Distribution-- Ancillary Offering."

If you have any questions about this offering, please call (740) 699-4699
and leave a detailed message. Our representative will return your call within
one business day.

Ancillary Offering

The Offering. We are also offering to our existing shareholders, certain
depositors and other persons shares of our common stock, subject to shares
remaining available for purchase upon completion of the rights offering. We will
allow all shareholders who subscribe for shares in the rights offering to
participate in the ancillary offering except for shareholders who reside in
states in which we cannot register the shares for sale in the ancillary offering
or obtain an exemption from registration without unreasonable burden or expense.
We will otherwise determine in our sole discretion who is entitled to
participate in this ancillary offering. Each subscriber must purchase a minimum
of [__] shares is required in this ancillary offering.

Dates of Offering. This follow-up offering will begin on [___________],
1999 and continue for 45 days until [______________], 1999, subject to our right
to extend the rights offering for up to 45 additional days.

How to Subscribe. You may subscribe to purchase shares by completing and
signing the subscription agreement for the ancillary offering which accompanies
this prospectus and mailing or delivering it to the escrow agent, together with
payment in full for all shares subscribed for. To be accepted, we must receive
your subscription before the expiration of the offering. You must pay the full
subscription price when you return the subscription agreement. In the event that
payment is less than that required to purchase the number of shares subscribed
for, we will issue only the number of shares for which payment is received.
Subscription agreements should be mailed, and checks made payable, to:

Belmont Bancorp Escrow Account No. [______]

<PAGE>

Firstar Trust Company
425 Walnut Street
ML CN-WN-06CT
Cincinnati, Ohio 45202
Attention: Brian George

If you have any questions about this offering, please call (740) 699-4699
and leave a detailed message. Our representative will return your call within
one business day.

Purchase of Shares by Directors

In order to evidence their confidence in Belmont and encourage
participation in the offering through their example, in November 1999, certain
of our directors agreed to purchase $1.65 million of our stock convertible into
common stock at the same price as the shares offered in this offering. These
directors have agreed to convert the amount of this convertible stock that is
necessary to purchase the common stock that they would be permitted to purchase
in the rights offering [($______)]. If any shares of common stock remain
available for purchase at the conclusion of the ancillary offering, they have
agreed to purchase all available shares they can purchase by converting the
remaining shares of convertible stock they hold [($________)]. If all of the
shares offered in the offering are sold, we may redeem for the original issuance
price any shares of convertible stock which are not converted.

Best Efforts Offering

We will offer the shares on a best efforts basis. We intend to offer and
sell shares directly. None of our directors, officers or employees who assist us
in this process will receive any additional compensation for their efforts. We
expect to promote the offering through word of mouth to our shareholders,
depositors and others with whom we do business or have relationships. Although
we have no present plans to do so, we may also enter into agreements with
selling agents to offer and sell our shares. If we do engage selling agents, we
expect to pay selling commissions to them at prevailing rates.

Delivery of Share Certificates

As soon as practicable following the successful completion of the offering,
we will mail certificates for shares to subscribers whose subscriptions have
been accepted.

Escrow of Funds and Acceptance of Subscriptions

We will deposit all subscription funds received in a non-interest bearing
escrow account with Firstar Trust Company, as escrow agent. All funds received
will be held in the escrow account until the offering is completed. We may elect
to accept or reject all of the subscriptions in the rights offering and any or
all of the subscriptions in the ancillary offering. We will accept subscriptions
in the ancillary offering only if the rights offering is not fully subscribed
for. If the ancillary offering is over-subscribed, we may allocate shares to
subscribers in any manner we decide. If we decline to accept any subscriptions,
the escrow agent will promptly return the escrowed funds directly to the
subscribers following the termination of the offering.

Subscribers should understand that we filed a claim under the Bank's
fidelity bond insurance policy issued by Progressive Insurance Company to
recover the losses incurred in connection with the actions of our former chief
operating officer, William Wallace. If we obtain a significant recovery from
Progressive, we will not need to raise as much capital as presently anticipated.
In this event, if the offering is fully subscribed, we may decide not to accept
all or a portion of the subscriptions in the ancillary offering.

Federal Income Taxes

We have received an opinion of Doepken Keevican & Weiss Professional
Corporation, to the effect that, for federal income tax purposes:

<PAGE>

(1) neither the receipt nor the exercise of the rights will result in
taxable income to the shareholders;

(2) no deductible loss will be realized if rights are allowed to expire
without exercise;

(3) the tax basis of Shares acquired upon the exercise of rights or in the
follow-up offering will be the Subscription Price; and

(4) there is no allocation of an existing shareholders' tax basis in
current shares held to such shareholders rights, whether or not the rights
are exercised, because (based upon the limited time period in which
shareholders have the option to exercise their rights and the fact that the
purchase price per share paid upon the exercise of a right is the same as
the per share price of the shares sold in the follow-up offering) we have
determined that such value is zero.

TRANSACTIONS WITH DIRECTORS AND OFFICERS

Certain Directors and Executive Officers and their associates were
customers of and had transactions with the Bank in the ordinary course of the
Bank's business during 1998. From time to time the law firms of Phillips,
Gardill, Kaiser & Altmeyer, of which Charles J. Kaiser, Jr. is a partner,
Sommer, Liberati & Hoffman, of which Keith A. Sommer is a partner, and Doepken
Keevican & Weiss of which James F. Bauerle is a partner, have rendered legal
services to the Corporation and the Bank. Messrs. Kaiser and Sommer are
directors of both Belmont and the Bank. Mr. Bauerle is Senior Vice President of
the Bank. It is contemplated that these firms will be retained to perform
additional legal services during the current year. Mr. Bauerle and David G.
Brewick, President of Belmont and the Bank are principals of FiCap Strategic
Partners LLC, which serves as an advisor to the Bank and us. Since January 1,
1998 through September 30, 1999, we have paid advisory fees of $817,275 plus
expenses of $63,419 to FiCap. On June 9, 1999, we also agreed to grant to FiCap,
for its services, two year options to purchase 50,000 shares of our Common Stock
at $10.84, the average daily price for our shares during June and July 1999. In
addition, Doepken Keevican & Weiss received legal fees as described under "Legal
Opinions."

DESCRIPTION OF CAPITAL STOCK

General

We are authorized to issue 17,800,000 shares of common stock and 90,000
shares of preferred stock. As of October 31, 1999, 5,236,534 shares of common
stock and no shares of preferred stock were issued and outstanding.

Preferred Stock

In order to evidence their confidence in Belmont and encourage
participation in the offering through their example, certain of our directors
have agreed to purchase $1.65 million of a new Series A Convertible Preferred
Stock which is proposed to be issued. This convertible stock will have no
preferential dividend rights or other preferences except for a nominal
liquidation preference of $.0001 per share, representing less than $10.00 in the
aggregate for all $1.65 million of this convertible stock. The convertible stock
also will have no special voting rights. The holders of this convertible stock
will have one vote per share and the shares are voted not as a separate class
but together with the common stock.

As described under "Plan of Distribution--Purchase of Shares by Directors,"
we will convert all or a portion of the outstanding shares of convertible stock
to common stock at the conclusion of the ancillary offering. If all of the
common shares offered in the offering are sold, we may redeem the remaining
shares of convertible stock.

Our board of directors, without further action by the stockholders, is
authorized to issue an aggregate of 90,000 shares of preferred stock. We have no
plans to issue any other series of preferred stock. Our board of

<PAGE>

directors may issue preferred stock with dividend rates, redemption prices,
preferences on liquidation or dissolution, conversion rights, voting rights and
any other preferences, which rights and preferences could adversely affect the
voting power of the holders of common stock. The issuance of preferred stock,
while providing desirable flexibility in connection with possible acquisitions
or other corporate purposes, could have the effect of making it more difficult
for a third party to acquire, or could discourage or delay a third party from
acquiring, control.

Common Stock

Holders of common stock are entitled to one vote for each share held of
record on all matters on which stockholders may vote. Holders of common stock
are entitled to receive, as, when and if declared by the board of directors from
time to time, such dividends and other distributions in cash, stock or property
from our assets or funds legally available for such purposes subject to any
dividend or liquidation preferences that may be attributable to any preferred
stock outstanding from time to time.

Classification of Board of Directors

Our board of directors has been classified by dividing the directors into
three classes. One class of directors is elected each year for a term of three
years, so that the term of office of one class of directors expires each year.

Cumulative Voting

Our shareholders have cumulative voting rights pursuant to Ohio law. We
may, as permitted by Section 1701.69 of the Ohio Revised Code, propose to
shareholders that our charter be amended to delete the right to vote
cumulatively in the election of directors. If we propose such an amendment to
shareholders, all shareholders would be entitled to notice of the proposed
amendment as provided by law and such an amendment would be subject to other
requirements as to the number of shares which could be voted against the
proposed amendment. The adoption of such amendment would require the affirmative
vote of the holders of a majority of the stock entitled to vote in the election
of directors.

A shareholder voting cumulatively may cast the number of shares he owns
times the number of directors to be elected in favor of one nominee or allocate
such votes among the nominees as he determines.

Transfer Agent and Registrar

The transfer agent and registrar for our shares is Registrar and Transfer
Company, 10 Commerce Drive, Crawford, New Jersey 07016.

Liquidation Rights

In the event of liquidation, holders of our capital stock are entitled to
certain rights as to assets distributable to shareholders on a pro rata basis,
after satisfaction of our debts.

No Preemptive Rights

Holders of our capital stock have no preemptive right to subscribe for or
to purchase any additional securities which may be issued by us. Preemptive
rights permit a shareholder to subscribe to a sufficient number of shares so as
to maintain their relative pro rata ownership upon the issuance of additional
shares by a corporation, except in certain circumstances.

Dissenters Rights

Our shareholders have dissenters' rights in connection with certain mergers
and consolidations pursuant to Ohio law.

<PAGE>

Right of Redemption

We are specifically empowered by our charter to buy our shares of
outstanding capital stock from our shareholders.

Dividend Rights

Dividends may be paid on our capital stock as declared by our board of
directors out of funds legally available therefor. Dividends may not exceed our
surplus, as defined by the Ohio Business Corporation Act, and may not be
declared if we are insolvent or would thereby be made insolvent. See "Risk
Factors, Dividends."

Assessability

When issued, our capital stock is fully paid and nonassessable.

Antitakeover Provisions

Some Important Charter Provisions

1. Our charter provides for a classified board of directors as described
above.

3. Our charter provides that if an acquiring person becomes the owner of
more than 50% of our voting stock as a result of a lender offer, we shall be
obligated to offer to purchase the remaining shareholders' shares at the highest
price paid by the acquiring person.

These provisions may have the effect of deterring hostile takeovers or
delaying changes in our management. The availability of the authorized and
unissued shares of Belmont to be issued into friendly hands with the purpose of
diluting a potential acquiror's ownership of Belmont may also be determined to
have an antitakeover effect. Our charter and code of regulations currently
contain no other provisions that were intended to be or could fairly be
considered as antitakeover in nature or effect. Our board of directors has no
present intention to amend the charter to add any antitakeover provision.

Some Important Ohio Statutory Provisions

We are subject to certain provisions of Ohio law that may discourage or
render more difficult an unsolicited takeover:

Chapter 1704 of the Ohio Revised Code prohibits certain mergers, sales of
assets, issuances or purchases of securities, liquidation or dissolution, or
reclassifications of the then-outstanding shares of an Ohio corporation
involving, or for the benefit of, certain beneficial holders of stock
representing 10% or more of the voting power of the corporation (a "10%
shareholder"), unless:

o the transaction is approved by the directors prior to the time that the 10%
shareholder became a 10% shareholder (a "shareholder acquisition date");

o the acquisition of 10% of the voting power is approved by the directors
prior to the shareholder acquisition date; or

o the transaction involves a 10% shareholder that has been such for at least
three years and the transaction is either approved by holders of two-thirds
of the voting power of the corporation and the holders of a majority of the
voting power not

<PAGE>

owned by 10% shareholders, or certain minimum price and form of
consideration requirements are met.

The Control Share Act provides that the acquisition of shares entitling the
holder to exercise voting power in certain ranges (one-fifth or more, one-third
or more, or a majority) can be made only with the prior authorization of:

o the holders of at least a majority of the total voting power; and

o the holders of at least a majority of the total voting power held by
shareholders other than the proposed acquirer, officers of the corporation
elected or appointed by the directors, and directors of the corporation who
are also employees and excluding certain shares that are transferred after
the announcement of the proposed acquisition and prior to the vote with
respect to the proposed acquisition. The Control Share Act does not specify
a remedy for violation of the Act. However, in at least one situation, a
court has set aside an acquisition made in violation of the Control Share
Act.

The Profit Disgorgement Act provides Ohio corporations, or in certain
circumstances the shareholders of an Ohio corporation, a cause of action to
recover profits realized under certain circumstances by persons who dispose of
securities of a corporation within 18 months of proposing to acquire such
corporation.

A provision of the Ohio General Corporation Law provides that in addition
to the interests of the shareholders, our directors may consider:

1. the interests of the corporation's employees, suppliers, creditors and
customers;

2. the economy of the state and nation;

3. community and societal considerations; and

4. the long-term as well as short-term interests of the corporation and
its shareholders, including the possibility that these interests may
be best served by the continued independence of the corporation.

Reports

Our common stock is registered under Section 12(g) of the Securities and
Exchange Act of 1934, and we file periodic reports with the SEC as required by
the Act. After the offering, we will continue to file periodic reports with the
SEC.

LEGAL OPINIONS

The validity of the shares offered hereby will be passed upon for us by
Doepken Keevican & Weiss Professional Corporation, Pittsburgh, Pennsylvania. In
addition, Doepken Keevican & Weiss has given its opinion that the statements
made under "Plan of Distribution - Federal Income Taxes" are correct as to
matters of law. James F. Bauerle, a member of Doepken Keevican & Weiss, is
Senior Vice President of the Bank. From January 1, 1998 through September 30,
1999, we have paid legal fees of $515,499 to Doepken Keevican & Weiss. Mr.
Bauerle is also a principal of FiCap Strategic Partners LLC, which serves as an
advisor to the Bank and us, and Doepken Keevican & Weiss holds an equity
interest in FiCap. Since January 1, 1998 through September 30, 1999, we have
paid advisory fees of $817,275 plus expenses of $63,419 to FiCap. On June 9,
1999, we also agreed to grant to FiCap, for its services, two year options to
purchase 50,000 shares of our Common Stock at $10.84, the average daily price
for our shares during June and July 1999.

<PAGE>

Annex A

SUBSCRIPTION AGREEMENT
for the Rights Offering of Belmont Bancorp

Use this Form if you are an existing shareholder of Belmont Bancorp and wish to
purchase all or any portion of the Shares you are entitled to purchase as shown
below. You may also subscribe to purchase additional shares in the Ancillary
Offering. If you wish to purchase more shares than the number you are eligible
to purchase in the Rights Offering, you must also fill out and return the
Subscription Agreement for the Ancillary Offering.

Belmont Bancorp Escrow Account No. [______]
c/o Firstar Trust Company
425 Walnut Street
ML CN-WN-06CT
Cincinnati, Ohio 45202
Attention: Brian George

Ladies and Gentlemen:

The undersigned hereby subscribes for and agrees to purchase the number of
shares of common stock, par value $0.25 (the "Shares"), of Belmont Bancorp, an
Ohio corporation ("Belmont") indicated below. The undersigned has executed and
delivered this Subscription Agreement in connection with Belmont's offering of
Shares described in the Prospectus dated _____________, 1999 which accompanies
this Subscription Agreement, as it may be supplemented.

The undersigned agrees to purchase the Shares subscribed for herein for the
purchase price of $[______] per share and has delivered to Belmont with this
Subscription Agreement a check made payable to "Belmont Bancorp Escrow Account
No. [______]" in an amount equal to the aggregate purchase price of all Shares
for which the undersigned desires to subscribe.

The undersigned acknowledges receipt of a copy of (1) our Prospectus, (2)
our Amended Annual Report on Form 10-K/A for the year ended December 31, 1998,
together with those portions of our 10-K for the year ended December 31, 1998
which were not amended by the 10-K/A, and (3) our Quarterly Report on Form 10-Q
for the three months ended September 30, 1999.

The undersigned acknowledges that Belmont may accept or decline to accept
the undersigned's subscription. Belmont's decision to accept or decline the
subscription will be made at the time the Rights Offering and the Ancillary
Offering are completed.

- -------------------------------------- -------------------------------------
Number of Shares owned on record date, Please print name(s) of subscriber(s)
[_________________], 1999. (See the
mailing label attached hereto.)
-------------------------------------
________________ Shares Signature
($_______________) Number of Shares
subscribed for (up to [____] X number
of Shares owned on the record date) _____________________________________
and total subscription price at Signature of co-subscriber
$[_____] per Share)

- ----------------------------------------- _____________________________________
How Shares are to be held if this is a Date
co-investment, e.g., as joint tenants
(with right of survivorship) or
tenants-in-common

A-1

<PAGE>

Annex B

SUBSCRIPTION AGREEMENT
for the Ancillary Offering of Belmont Bancorp

Use this Form if: (1) you are an existing shareholder of Belmont Bancorp and
wish to purchase more shares of Belmont than you are permitted under the Rights
Offering, or (2) you are not an existing shareholder of Belmont.

Belmont Bancorp Escrow Account No. [______]
Firstar Trust Company
425 Walnut Street
ML CN-WN-06CT
Cincinnati, Ohio 45202
Attention: Brian George

Ladies and Gentlemen:

The undersigned agrees to purchase the Shares subscribed for herein for the
purchase price of $______ per share and has delivered to Belmont with this
Subscription Agreement a check made payable to "Belmont Bancorp Escrow Account
No. [______]" in an amount equal to the aggregate purchase price of all Shares
for which the undersigned desires to subscribe.

The undersigned acknowledges that Belmont may accept in full the
undersigned's subscription, accept the undersigned's subscription for some but
not all of the Shares subscribed for herein, or completely reject the
undersigned's subscription. Belmont's decision to accept or decline the
subscription will be made at the time the Rights Offering and the Ancillary
Offering are completed.

______________ Shares -------------------------------------
($_______________) Number of Shares Please print name(s) of subscriber(s)
subscribed for (minimum of [______]
Shares) and total subscription price _____________________________________
at $[_____] per Share) Signature

-------------------------------------
Signature of co-subscriber
_______________________________________
How Shares are to be held if this is a _____________________________________
co-investment, e.g., as joint tenants Date
(with right of survivorship) or
tenants-in-common

B-1

<PAGE>

Belmont Bancorp

[_____] shares of Common Stock

TABLE OF CONTENTS

Where You Can Find More Information..........................................3

Incorporation of Information That We File With the SEC.......................3

Prospectus Summary...........................................................5

Risk Factors.................................................................7

Recent Developments.........................................................11

Forward-Looking Statements..................................................13

Use of Proceeds.............................................................14

Determination of Offering Price.............................................14

Dilution....................................................................14

Plan of Distribution........................................................14

Transaction With Directors and Officers.....................................17

Description of Capital Stock................................................17

Legal Opinions..............................................................20

Rights Offering Subscription Agreement.....................................A-1

Ancillary Offering Subscription Agreement..................................B-1

<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

SEC Filing Fee................................................... $ 2,780
Printing and Mailing Fees and Expenses........................... 50,000*
Legal Fees and Expenses.......................................... 75,000*
Accounting Fees and Expenses..................................... 25,000*
Miscellaneous.................................................... 22,220*

Total................................................... 175,000
---------
- -------------
*Estimate

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Ohio General Corporation Law ("OGCL") provides that Ohio corporations
may indemnify an individual made a party to any threatened, pending, or
completed action, suit or proceeding whether civil, criminal, administrative or
investigative, because the individual is or was a director, officer, employee or
agent of the corporation, against liability incurred in the proceeding if the
person: (i) acted in good faith and (ii) the individual believes his conduct was
in the corporation's best interest or was not opposed to the corporation's best
interest.

The OGCL further provides that a corporation shall indemnify an individual
who was fully successful on the merits or otherwise in any proceeding to which
the director, officer, employee or agent was a party because the individual was
or is a director, officer, employee or agent of the corporation, for reasonable
expenses incurred by the director in connection with the proceeding. The OGCL
also provides that a corporation may purchase and maintain insurance on behalf
of the individual who is or was a director, officer, employee or agent of the
corporation or who, while a director, officer, employee or agent of the
corporation is or was serving at the request of the corporation as a director,
officer, partner, trustee, employer or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprises, against liability asserted against or incurred by the individual in
that capacity or arising from the individual's status as a director, officer,
employee, or agent.

The Bylaws of Belmont Bancorp (the "Registrant") provide that the
Registrant shall indemnify a director, office, employee or agent of the
Registrant to the extent permitted by the OGCL. Such indemnification, unless
ordered by a court, shall only be provided if the Registrant determines that
such indemnification is proper in the circumstances because the indemnified
person has met the applicable standard of conduct as set forth in the OGCL. Such
determination may be made by either:

(1) a majority of a quorum of directors not party to the proceedings; or

(2) if such quorum is not obtainable, or if the majority vote described in
(i) above so directs, in a written opinion by independent legal
counsel; or

(3) by the shareholders; or

(4) by the court in which such proceeding was brought.

The Registrant will maintain a directors' and officers' liability insurance
policy, including bank reimbursement, for the purpose of providing
indemnification to its directors and officers in the event of such a threatened,
pending or completed action.

The Registrant also has agreed to indemnify FiCap Strategic Partners, LLC
("FiCap") and Doepken Keevican & Weiss Professional Corporation ("DKW") against
claims arising out of FiCap's engagement by the Registrant. James F. Bauerle,
Senior Vice President of the Bank is a principal of FiCap and a member of DKW.

II-1

<PAGE>

ITEM 16. EXHIBITS

Exhibit Number Description

4.1 -- Charter as amended to date (1)

4.2 -- Bylaws as currently in effect (1)

5 -- Opinion of Doepken Keevican & Weiss Professional Corporation (2)

8 -- Opinion of Doepken Keevican & Weiss Professional Corporation (Tax
Matters) (2)

10.1 -- Letter Agreements with FiCap Strategic Partners, LLC (1)

10.2 -- Deferred Compensation Plan and Trust for J. Vincent Ciroli, Jr., William
Wallace and Jane R. Marsh (1)

10.3 -- Executive Incentive Cash Agreement for J. Vincent Ciroli, Jr., William
Wallace and Jane R. Marsh (1)

10.4 -- Executive Phantom Stock Agreement for J. Vincent Ciroli, Jr., William
Wallace and Jane R. Marsh (1)

10.5 -- Supplemental Retirement Plan for J. Vincent Ciroli, Jr., William Wallace
and Jane R. Marsh (1)

13.1 -- Registrant's 1998 Annual Report on Form 10-K (3)

13.2 -- Registrant's 1998 Annual Report (amended) on Form 10-K/A (3)

13.3 -- Registrant's Quarterly Report on Form 10-Q for the period ended
September 30, 1999 (3)

23.1 -- Consent of Doepken Keevican & Weiss Professional Corporation (included
in Exhibits 5 and 8) (2)

23.2 -- Consent of S.R. Snodgrass A.C. (1)

99.1 -- Form of letter to shareholders (2)

- ----------
(1) Filed herewith.

(2) To be filed by amendment.

(3) Incorporated herein by reference.

ITEM 17. UNDERTAKINGS.

The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement.

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

II-2

<PAGE>

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(4) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

II-3

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, in the City of St.
Clairsville, State of Ohio on November 1, 1999.

BELMONT BANCORP

/s/ David G. Brewick
By: David G. Brewick
Title: Interim President

Pursuant to the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.

SIGNATURE TITLE DATE

/s/ W. Quay Mull II
- ------------------------
W. Quay Mull II Chairman of the Board, November 1, 1999
Director and Interim Chief
Executive Officer
(principal executive officer)

/s/ David G. Brewick
- ------------------------
David G. Brewick Interim President November 1, 1999

/s/ Jane R. Marsh
- ------------------------
Jane R. Marsh Secretary principal financial November 1, 1999
and accounting officer)

/s/ John A. Belot
- ------------------------
John A. Belot Director November 1, 1999

- ------------------------
J. Vincent Ciroli, Jr. Director

- ------------------------
Mary L. Holloway Haning Director

/s/ Charles J. Kaiser
- ------------------------
Charles J. Kaiser Director November 1, 1999

II-4

<PAGE>

/s/ John H. Goodman II
- ------------------------
John H. Goodman II Director November 1, 1999

/s/ Dana Lewis
- ------------------------
Dana Lewis Director November 1, 1999

/s/ James Miller
- ------------------------
James Miller Director November 1, 1999

/s/ Terence Lee
- ------------------------
Terence Lee Director November 1, 1999

/s/ Tom Olszowy
- ------------------------
Tom Olszowy Director November 1, 1999

/s/ Keith A. Sommer
- ------------------------
Keith A. Sommer Director November 1, 1999

- ------------------------
Charles A. Wilson, Jr. Director

II-5

EXHIBIT 4.1

ARTICLES OF INCORPORATION

BELMONT BANCORP.

The undersigned, a majority of whom are citizens of the United States,
desiring to form a corporation for profit under Ohio Revised Code 1701.01, et
seq., do hereby certify:

FIRST: The name of the corporation shall be Belmont Bancorp.

SECOND: The place in Ohio where its principal office is to be located in
St. Clairsville, Belmont County, Ohio.

THIRD: The purpose or purposes for which this corporation is to be formed
are:

(1) to acquire by purchase, or otherwise, and to hold, own, sell, assign,
pledge, exchange, dispose of and otherwise transfer shares of stock, shares,
bonds, debentures, notes, and/or all other forms of securities and obligations
issued by any corporation, national banking association, state bank, savings
bank, trust company, or financial institution to the extent permitted by law,
and to operate, conduct, manage and supervise, and provide services and
assistance to any corporation, firm, or business that may be owned or
controlled, directly or indirectly, by the corporation, or in which the
corporation may have any interest of any kind whatsoever.

(2) to buy or otherwise acquire, own, hold, manage, and control real and
personal property or every description, and to sell and convey, mortgage,
pledge, lease or otherwise dispose of such property or any part thereof.

(3) to acquire by purchase, subscription, or otherwise, and to receive,
hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge, or
otherwise dispose of or deal in and

1.
<PAGE>

with any and all securities, issued or created by any corporation, firm,
organization, association or other entity, public or private, whether formed
under the laws of the United States of America or of any state, commonwealth,
territory, dependency or possession thereof, or of any foreign country or of any
political subdivision, territory, dependency, possession or municipality
thereof, or issued or created by the United States of America or any state or
commonwealth thereof or any foreign country, or by any agency, subdivision,
territory, dependency, possession or municipality of any of the foregoing, and
as owner thereof to possess and exercise all the rights, powers, and privileges
of ownership, including the right to exercise consents and vote thereon.

The term "securities" as used in these Articles of Incorporation shall mean
any and all notes, stocks, issued or unissued, treasury stocks, bonds,
debentures, evidences of indebtedness, certificates of interest or participation
in any profit-sharing agreement, collateral-trust certificates, preorganization
certificates or subscriptions, transferable shares, investment contracts, voting
trust certificates, certificates of deposit for a security, fractional undivided
interests in oil, gas, coal or other mineral rights, or, in general, any
interests or instruments commonly known as "Securities", or any and all
certificates of interest or participation in, temporary or interim certificates
for, receipts for, guarantees of, or warrants or rights to subscribe to or
purchase, any of the foregoing.

(4) to aid by loan, subsidy, guaranty, or in any other lawful manner any
corporation, firm, organization, association or other entity of which any
securities are in any manner directly or indirectly held by the Corporation or
in which the Corporation or any such corporation, firm, organization,
association or entity may be or become otherwise interested; to guarantee the
payment of dividends on any stock issued by any such corporation, firm,
organization, association or entity; to guarantee, or with or without recourses
against any such corporation, firm, organization,

<PAGE>

association or entity, to assume the payment of the principal of, or the
interest on, any obligations issued or incurred by such corporation, firm,
organization, association or entity; to do any and all other acts and things for
the enhancement, protection or preservation of any securities which are in any
manner, directly or indirectly, held, guaranteed or assumed by the Corporation,
and to do any and all acts and things designed to accomplish any such purpose.

(5) to borrow money for any business, object or purpose of the Corporation
from time to time, without limit as to amount; to issue any kind of
indebtedness, whether or not in connection with borrowing money, including
evidences of indebtedness convertible into stock of the Corporation, to secure
the payment of any evidence of indebtedness by the creation of any interest in
any of the property or rights of the Corporation, whether at that time owned or
thereafter acquired.

(6) to engage in any commercial, financial, licensing, servicing, or any
other business, not prohibited by law, and any, some or all of the foregoing.

The purposes and powers specified in the foregoing paragraphs shall, except
where otherwise expressed, be in no ways limited or restricted by reference to,
or inference from the terms of any other paragraph in these Articles of
Incorporation, but the purposes and powers specified in each of the foregoing
paragraphs of these Articles shall be regarded as independent purpose and
powers.

The Corporation shall possess and may exercise all powers and privileges
necessary or convenient to effect any or all of the foregoing purposes, or to
further any or all of the foregoing powers, and the enumeration herein of any
specific purposes or powers shall not be held to limit or restrict in any manner
the exercise by the Corporation of the general powers now or hereafter conferred
by the laws of the State of Ohio upon corporations formed under the General
Corporation Law of Ohio; which law is now set forth in Ohio Revised Code Section
1701.01 et seq.

<PAGE>

FOURTH: (1) The total number of shares of stock which the Corporation shall
have authority to issues is 600,000 which shall be divided into 500,000 shares
of common stock without par value and 100,000 shares of preferred stock without
par value.

(2) The designations, powers, rights and preferences, and the
qualifications, limitations and restrictions, of the preferred stock shall be as
fixed and determined, from time to time, by the Board of Directors, and the
Board of Directors is authorized and empowered at any time, and from time to
time, to direct and provide for the issuance of shares of preferred stock in one
or more classes or series, which such voting powers, full or limited, but not to
exceed one vote per share, or without voting power, and with such dividend
rights, rates and conditions, and such designations, preference and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, as shall be fixed end determined, by the Board of
Directors, by resolution duly adopted.

FIFTH: No holder of any share or shares of the capital stock of any class
of the Corporation shall have any pre-emptive right to subscribe to any shares
or additional issues of any class of stock of the Corporation, or to any
obligations convertible into stock of the Corporation, other than such as the
Board of Directors, in its judgment and discretion, from time to time, may
determine.

SIXTH: The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business. When a quorum is present at the stockholders meeting, the vote of the
holders of a majority of the stock issued and outstanding and entitled to vote

<PAGE>

thereat, present in person or represented by proxy, shall decide any questions
brought before such meeting.

SEVENTH: Each stockholder shall, at every meeting of the stockholders, be
entitled to one vote in person or by proxy for each share of capital stock
having voting power held by such stockholder. Provided, however, that voting for
the election of Directors of the Corporation shall be governed in accordance
with the express provisions of the laws of Ohio.

EIGHTH: The amount of stated capital with which the Corporation shall begin
business is Five Hundred Dollars ($500.00).

NINTH: The Corporation, through the majority vote of its Board of
Directors, shall have the right and power to repurchase any of its stock,
including issued stock, or treasury shares, at such price and upon such terms as
may be agreed on between the Corporation and the selling shareholder or
shareholders.

TENTH: Except as otherwise expressly provided for herein, and not
withstanding any provision in the General Corporation Law of Ohio, which
requires the vote, consent, waiver, or release of the holders of a designated
portion, or percentage, (but less than all) of the shares of the any particular
class, or of each class, the vote, consent, waiver, or release of the holders of
a majority of the shares of that particular class, or of each class, shall be
required, and shall be sufficient, unless specifically otherwise required
herein.

ELEVENTH: A directory of this corporation shall not be disqualified by his
office from dealing or contracting with the corporation as a vendor, purchaser,
employee, agent, or otherwise, nor shall any transaction or contract or act of
this corporation be void or voidable or in any way affected or invalidated by
reason of the fact that any director or any firm of which any director is a

<PAGE>

shareholder or director is in any way interested in such transaction or contract
or act, provided the fact that such director or such firm or such corporation is
so interested shall be disclosed or shall be known to the Board of Directors, or
would have reasonably thought to have been known, to such members thereof as
shall be present at any meeting of the Board of Directors at which action upon
any such contract or transaction or act shall be taken; nor shall any such
director be accountable or responsible to the Corporation for or in respect to
any such transaction or contract or act of this Corporation or for any gains or
profits realized by him by reason of the fact that he or any firm of which he is
a member or any corporation of which he is a shareholder or director is so
interested in such transaction or contract or act; and any such director may be
counted in determining the existence of a quorum at any meeting of the Board of
Directors of the Corporation which shall authorize, ratify or approve any such
contract or transaction or act, with like force and effect as if he or any firm
of which he is a member or any corporation of which is a shareholder or director
were not interested in such transaction or contract or act.

TWELFTH: Each officer, director or member of any committee designated by
the Board of Directors of the Corporation shall, in the performance of his or
her duties, be fully justified, and fully protected, and relying in good faith
upon the books of accounts or reports made to the Corporation by any of its
officers or employees, or by independent public accountants, or by an appraiser
selected with reasonable care by the Board of Directors of the Corporation, or
by any such committee, or on relying in good faith upon other records of the
Corporation.

<PAGE>

IN WITNESS WHEREOF, we have hereunto subscribed our names this 2nd day of
August, 1982.

/s/ R.G. Anderson
---------------------------
R.G. ANDERSON

/s/ Wilbur L. Terhune
---------------------------
WILBUR L. TERHUNE

/s/ Lewis M. Martin
---------------------------
LEWIS M. MARTIN

/s/ Charles A. Wilson, Jr.
---------------------------
CHARLES A. WILSON, JR.

/s/ John H. Goodman, II
---------------------------
JOHN H. GOODMAN, II

<PAGE>

ORIGINAL APPOINTMENT OF AGENT

The undersigned, being at least a majority of the incorporators of Belmont
Bancorp., do hereby appoint David L. Barnes, a natural person and resident of
the County in which the Corporation has its principal office, upon whom process,
notice or demand required or permitted by statute to be served upon the
Corporation, may be served. His complete address is 119 East Main Street,
Masonic Temple Building, P.O. Box 22, St. Clairsville, Ohio 43950.

BELMONT BANCORP.

/s/ R.G. Anderson
---------------------------
R.G. ANDERSON

/s/ Wilbur L. Terhune
---------------------------
WILBUR L. TERHUNE

/s/ Lewis M. Martin
---------------------------
LEWIS M. MARTIN

/s/ Charles A. Wilson, Jr.
---------------------------
CHARLES A. WILSON, JR.

/s/ John H. Goodman, II
---------------------------
JOHN H. GOODMAN, II

<PAGE>

August 3, 1982

BELMONT BANCORP.

Gentlemen:

I, David L. Barnes, do hereby accept appointment as agent of your
cooperation upon whom process, tax notice, or demands may be served.

/s/ David L. Barnes
----------------------------
DAVID L. BARNES

<PAGE>

CERTIFICATE OF AMENDED ARTICLES

OF INCORPORATION

BELMONT BANCORP.

Richard G. Anderson, President, and Wilbur L. Terhune, Secretary, of
Belmont Bancorp., an Ohio Corporation, organized for profit and with Articles
thereof recorded with the Secretary of State on Roll F-122 at Frame 1402, on the
1st day of September, 1982, do hereby certify that at a meeting at which all of
the Stockholders representing all of the voting shares issued by the Corporation
were present, held on the 10th day of August, 1983, did by an affirmative vote
of all of the outstanding stock adopt the following resolution to amend the
existing Articles of this Corporation.

BE IT RESOLVED that the first paragraph under Article "Fourth" of the
Articles of Incorporation for Belmont Bancorp, which presently reads as follows:

The total number of shares of stock which the Corporation shall have
authority to issue is 600,000, which shall be divided into 500,000 shares of
common stock without par value, and 100,000 shares of Preferred stock without
par value, SHALL BE AMENDED TO READ AS FOLLOWS:

The total number of shares of stock which the Corporation shall have the
authority to issue is 600,000, which shall be divided into 500,000 shares of
Common stock, with a par value of $12.50 per share, and 100,000 shares of
Preferred stock without par value.

10.

<PAGE>

IN WITNESS WHEREOF, said Richard G. Anderson, President, and Wilbur L.
Terhune, Secretary of Belmont Bancorp, acting for and on behalf of said
Corporation, have hereunto subscribed their names to be affixed hereto, this
10th day of August, 1983.

BELMONT BANCORP.

By: /s/ Richard G. Anderson
-------------------------------
Richard G. Anderson, President

By: /s/ Wilbur L. Terhune
-------------------------------
Wilbur L. Terhune, Secretary

11.

<PAGE>

CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION

BELMONT BANCORP.

Wilbur L. Terhune, Chairman; J. Vincent Ciroli, Jr., President; and Mark S.
Fogt, Secretary, of Belmont Bancorp., an Ohio corporation organized for profit
and with Articles thereof recorded with the Secretary of State on Roll F-122 at
Frame 1402, on the 13th day of August, 1982, and Amended Articles on Roll F-326
at Frame 1660, on September 20, 1983, do hereby certify that at a meeting at
which a quorum was present stockholders representing more than a majority of the
total shares outstanding adopted the following resolution to amend the existing
Articles of this Corporation:

BE IT RESOLVED that the first paragraph under Article "Fourth" of the
Articles of Incorporation for Belmont Bancorp. which as amended presently read:

"The total number of shares of stock which the Corporation shall have the
authority to issue is 600,000 which shall be divided into 500,000 shares of
common stock, with a par value of $12.50 per share, and 100,000 shares of
preferred stock without par value." SHALL BE AMENDED TO READ AS FOLLOWS:

"The total number of shares of stock which the Corporation shall have the
authority to issue is 1,850,000 shares which shall be divided into 1,750,000
shares of common stock with a par value of $3.57 per share and 100,000 share of
preferred stock without par value."

12.

<PAGE>

IN WITNESS WHEREOF, the said William L. Terhune, Chairman, and J. Vincent
Ciroli, Jr., President, of Belmont Bancorp, as attested by Mark S. Fogt,
Secretary, acting for and on behalf of the Corporation, have hereunto subscribed
their names this 16th day of April, 1986.

BELMONT BANCORP.

(CORPORATE SEAL)
/s/ William L. Terhune
--------------------------
Its Chairman
ATTEST:

/s/ J. Vincent Ciroli
--------------------------
Its President

/s/ Mark S. Fogt
------------------------
Its Secretary

STATE OF OHIO
COUNTY OF BELMONT, TO-WIT:

The foregoing Certificate of Amended Articles of Incorporation of Belmont
Bancorp. were acknowledged before me by Wilbur L. Terhune, Chairman, J. Vincent
Ciroli, Jr., President, and Mark S. Fogt, Secretary, on behalf of Belmont
Bancorp as the act of the Corporation this 16th day of April, 1996

/s/ Cheryl A. Rusiecki
-------------------------
Notary Public

My Commission Expires: April 14, 1997

13.

<PAGE>

CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION

BELMONT BANCORP.

Charles A. Wilson, Jr., Chairman; J. Vincent Ciroli, Jr., President; and
Mark S. Fogt, Secretary, of Belmont Bancorp., an Ohio corporation organized for
profit and with Articles thereof recorded with the Secretary of State on Roll
F-122 at Frame 1402, on the 13th day of August, 1982, and Amended Articles on
Roll F-326, at Frame 1660, on September 20, 1983, and Amended Articles on Roll
F-884, at Frame 1176, on April 28, 1986, do hereby certify that at a meeting at
which a quorum was present, stockholders representing more than a majority of
the total shares outstanding adopted the following resolutions to amend the
existing Articles of this Corporation.

1. BE IT RESOLVED that a new Article Thirteenth shall be added to the
Articles of Incorporation for Belmont Bancorp. as follows:

THIRTEENTH:

Section 1. The property business, and affairs of the corporation
shall be managed and controlled by the Board of Directors. The number
of directors of the corporation (exclusive of directors to be elected
by the holders of any one or more series of Preferred Stock voting
separately as a class or classes) shall not be less than fourteen (14)
nor more than eighteen (18), the exact number of directors to be
determined from time to time by resolution adopted by affirmative vote
of a majority of the whole Board of Directors. As used in this
Article, the term "whole Board" means the total number of Directors
which the Corporation would have if there were no vacancies.

Section 2. The Board of Directors shall be divided into three
classes, as nearly equal in number as the then total number of
directors constituting the whole Board permits, with the term of
office of one class expiring each year. At the annual meeting of
stockholders in 1987, Directors of the first class shall be elected to
hold office for a term expiring at the next succeeding annual meeting,
Directors of the second class shall be elected to hold office

14.

<PAGE>

for a term expiring at the second succeeding annual meeting and
Directors of the third class shall be elected to hold office for a
term expiring at the third succeeding annual meeting. At each annual
meeting of stockholders thereafter, the successors to the class of
Directors whose terms have expired shall be elected for a three-year
term. Any vacancies in the Board of Directors for any reason, and any
newly-created Directorships resulting from any increase in the number
of directors, may be filled by the Board of Directors, acting by a
majority of the Directors then in office, although less than a quorum,
and any directors so chosen shall hold office until the next annual
meeting of stockholders at which time a successor shall be elected by
the stockholders to fill the remaining term of his office. No decrease
in the number of Directors shall shorten the term of any incumbent
director. Notwithstanding the foregoing, and except as otherwise
required by law, whenever the holders of any one or more series of
Preferred Stock shall have the right, voting separately as a class, to
elect one or more Directors of the Corporation, the terms of the
Director or Directors elected by such holders shall expire at the next
succeeding annual meeting of stockholders.

Section 3. Notwithstanding any other provision of these Articles
of Incorporation or the Bylaws of the Corporation (and notwithstanding
the fact that some lesser percentage may be specified by law, these
Articles of Incorporation or the Bylaws of the Corporation), the
affirmative vote of the holders of seventy-five percent (75%) or more
of the outstanding shares of capital stock of the Corporation entitled
to vote generally in the election of Directors (considered for this
purpose as one class) shall be required to amend, alter, change or
repeal this provision of the Articles of Incorporation; provided that
if seventy-five percent (75%) of the whole Board passes a resolution
recommending the amendment, alteration, change, or repeal this
provision, the affirmative vote of the holders of a majority of the
outstanding shares of capital stock of the Corporation entitled to
vote generally in the election of Directors (considered for this
purpose as one class) shall be required to amend, alter, change or
repeal this provision of the Articles of Incorporation.

Section 4. No director of the Corporation shall be removed from
office during his term thereof by vote or other action of the
stockholders or otherwise, except for cause.

Section 5. In the event of the resignation, death,
disqualification, disability or removal of a director during his term,
the remaining Board of Directors may appoint a successor to serve
until the next annual meeting of stockholders at which time a
successor shall be elected by the stockholders to fill the remaining
term of his office.

15.

<PAGE>

2. BE IT RESOLVED that a new Article Fourteenth shall be added to the
Articles of Incorporation for Belmont Bancorp. As follows:

ARTICLE FOURTEENTH:

Section 1. In the event that it is proposed that this corporation
enter into a merger or consolidation with any other corporation or
that the corporation sell or lease substantially all of its assets or
business to such other corporation, the affirmative vote of the
holders of not less than seventy-five percent (75%) of the outstanding
shares of common stock and the outstanding stock of preferred stock
entitled to vote on each matter shall be required for the approval of
any such proposal; provided, that if not less than sixty percent (60%)
of the whole board votes in favor of the transaction, the affirmative
vote of the holders of not less than sixty percent (60%) of the
outstanding shares of common stock and the outstanding stock of
preferred stock entitled to vote on each matter shall be required for
the approval of any such proposal; provided further, that if not less
than seventy-five percent (75%) of the whole board votes in favor of
the transaction, the affirmative vote of the holders of not less than
a majority of the outstanding shares of common stock and the
outstanding stock of preferred stock entitled to vote on each matter
shall be required for the approval of any such proposal.

Section 2. For purposes of this Article the directors in
determining how to recommend a proposal of merger, consolidation, or
sale or lease of all or substantially all of the assets or business of
the corporation shall give due consideration to: (1) the interests of
the corporation's stockholders; (2) the interests of the corporation's
employees, suppliers, creditors, and customers; (3) the economy of the
state and the nation; and (4) community ans societal considerations.

Section 3. Notwithstanding any other provision of these Articles
of Incorporation, the Bylaws of the corporation (and notwithstanding
the fact that some lesser percentage may be specified by law, these
Articles of Incorporation or the Bylaws of the corporation), the
affirmative vote of the holders of seventy-five percent (75%) or more
of the outstanding shares of capital stock of the corporation entitled
to vote generally in the election of directors (considered for this
purpose as one class) shall be required to amend, alter, change or
repeal this Article XIV of the Articles of Incorporation; provided
that if seventy-five percent (75%) of the whole Board passes a
resolution recommending the amendment, alteration, change, or repeal
this provision, the affirmative vote of the holders of a majority of
the outstanding shares of capital stock of the corporation entitled to
vote generally in the election of directors (considered for this
purpose as one class)

16.

<PAGE>

shall be required to amend, alter, change or repeal this Article XIV
of the Articles of Incorporation.

3. BE IT RESOLVED that a new Article Fifteenth shall be added to the
Articles of Incorporation for Belmont Bancorp. As follows:

Section 1. In the event that an Acquiring Person becomes the
beneficial owner, directly or indirectly, of more than fifty percent
(50%) of the voting shares outstanding as a result in whole or in part
of a tender offer opposed by a majority of the whole Board of
Directors, each holder of common shares, other than the Acquiring
Person or a transferee of the Acquiring Person, shall have the right
until and including the sixtieth (60th) day following the date of
notice to holders of shares referred to in Section 3 to have those
shares redeemed by the corporation at the highest price per share
(including brokerage commissions, soliciting dealer fees, and dealer
management compensation) paid by the Acquiring Person in obtaining any
of shares held by the Acquiring Person.

Section 2. For purposes of this Article, Acquiring Person shall
mean any person (including a corporation, partnership, trust, estate,
or individual) or group of persons action in concert.

Section 3. Not later than twenty (20) days following the date on
which the corporation receives credible notice that an Acquiring
Person has become the beneficial owner, directly or indirectly of more
than fifty percent (50%) of the voting shares as provided in Section 1
of this Article, the corporation shall give written notice of this
fact, by first class mail, postage prepaid, at the address shown on
the records of the corporation to each holder of record of common
shares and shall advise each holder of the right to have shares
redeemed and the procedures for such redemption. In the event that the
corporation fails to give such notice, any holder entitled to receive
such notice may serve written demand upon the corporation to give such
notice. If within twenty (20) days after the receipt of the written
demand, the corporation has failed to give the required notice, such
holder may at the expense and on behalf of the corporation take such
reasonable action as may be appropriate to give or cause such notice
to be given pursuant to this provision.

Section 4. Notwithstanding any other provision of these Articles
of Incorporation or the Bylaws of the corporation (and notwithstanding
the fact that some lesser percentage may be specified by law, these
Articles of Incorporation or the Bylaws of the corporation), the
affirmative vote of the holders of seventy-five percent (75%) or more
of the outstanding shares of

17.

<PAGE>

capital stock of the corporation entitled to vote generally in the
election of directors (considered for this purpose as one class) shall
be required to amend, alter, change or repeal this Article XV of the
Articles of Incorporation; provided that if seventy-five percent (75%)
of the whole Board passes a resolution recommending the amendment,
alteration, change, or repeal this provision, the affirmative vote of
the holders of a majority of the outstanding shares of capital stock
of the corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) shall be required
to amend, alter, change or repeal this Article XV of the Articles of
Incorporation.

IN WITNESS WHEREOF, the said Charles A. Wilson, Jr., Chairman, and J.
Vincent Ciroli, Jr., President of Belmont Bancorp. As attested by Mark S. Fogt,
acting for and on behalf of the Corporation, have hereunto subscribed their
names this 14th day of April, 1987.

BELMONT BANCORP.
(CORPORATE SEAL)

/s/ Charles A. Wilson, Jr.
------------------------------
Its Chairman
ATTEST:

/s/ J. Vincent Ciroli, Jr.
------------------------------
Its President

/s/ Mark S. Fogt
----------------------
Its Secretary

18.

<PAGE>

STATE OF OHIO,

COUNTY OF BELMONT, TO-WIT:

The foregoing Certificate of Amended Articles of Incorporation of Belmont
Bancorp, were acknowledged before me by Charles A. Wilson, Jr., Chairman; J.
Vincent Ciroli, Jr., President; and Mark S. Fogt, Secretary, on behalf of
Belmont Bancorp. This 14th day of April, 1987.

/s/ Cheryl A. Rusiecki
-----------------------
Notary Public

My Commission Expires: April 14, 1997

19.

<PAGE>

CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION

BELMONT BANCORP.

John H. Goodman, II, Chairman; J. Vincent Ciroli, Jr., President; and Jane
R. Marsh, Secretary, of Belmont Bancorp., an Ohio corporation organized for
profit and with Articles thereof recorded with the Secretary of State on Roll
F-122 at Frame 1402, on the 13th day of August, 1982, and Amended Articles on
Roll F-326, at Frame 1660, on September 20, 1983, and Amended Articles on Roll
F-884, at Frame 1176, on April 28, 1986, and Amended Articles on Roll G-149, at
Frame 0663, on April 27, 1987, do hereby certify that at a meeting of
shareholders held April 18, 1995, at which a quorum was present, stockholders
representing more than two-thirds (66.7%) of the total shares outstanding
adopted the following resolutions to amend the existing Articles of this
Corporation;

1. BE IT RESOLVED that subparagraph (1) of Article Fourth to the Articles
of Incorporation for Belmont Bancorp shall be amended to read as
follows:

(1) The total number of shares of stock which the Corporation
shall have the authority to issue is 9,000,000 shares which shall be
divided into 8,900,000 shares of Common Stock with a par value of
$0.50 per share; 10,000 shares of Senior Cumulative Preferred Stock
with a $100 par value per share the complete terms and conditions of
which were set forth in the Certificate of Resolution of the Board of
Directors of the Corporation dated October 2, 1992; and 90,000 shares
of preferred stock without par value which shall be subject to the
provisions of subparagraph (2) below.

20.

<PAGE>

IN WITNESS WHEREOF, the said John H. Goodman, II, Chairman, and J. Vincent
Ciroli, Jr., President of Belmont Bancorp. As attested by Jane R. Marsh, acting
for and on behalf of the Corporation, have hereunto subscribed their names this
18th day of April, 1995.

BELMONT BANCORP.

(CORPORATE SEAL)
/s/ John H. Goodman, II
----------------------------
Its Chairman

/s/ J. Vincent Ciroli, Jr.
----------------------------
Its President

ATTEST:

/s/ Jane R. Marsh
-------------------------
Its Secretary

STATE OF OHIO,

COUNTY OF BELMONT, TO-WIT:

The foregoing Certificate of Amended Articles of Incorporation of Belmont
Bancorp. were acknowledged before me by John H. Goodman, II, Chairman; J.
Vincent Ciroli, Jr., President; and Jane R. Marsh, Secretary, on behalf of
Belmont Bancorp. This 18th day of April, 1995.

/s/ Cheryl A. Rusiecki
----------------------------
Notary Public

My Commission Expires: April 14, 1997

21.

<PAGE>

CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION

BELMONT BANCORP

Terrence A. Lee, Chairman; J. Vincent Ciroli, Jr., President; and Jane R.
Marsh, Secretary, of Belmont Bancorp., an Ohio corporation organized for profit
and with Articles thereof recorded with the Secretary of State on Roll F-122 at
Frame 1402, on the 13th day of August, 1982, and Amended Articles on Roll F-326,
at Frame 1660, on September 20, 1983, and Amended Articles on Roll F-884, at
Frame 1176, on April 28, 1986, and Amended Articles on Roll G-149, at Frame
0663, on April 27, 1987, and Amended Articles on Roll 5129, at page 1471, do
hereby certify that a meeting of shareholders held April 20, 1998, at which a
quorum was present, stockholders representing more than a majority of the total
shares outstanding adopted the following resolutions to amend the existing
Articles of this Corporation:

1. BE IT RESOLVED that subparagraph (1) of Article Fourth to the Articles
of Incorporation for Belmont Bancorp. Shall be amended to read as
follows:

(1) The total number of shares of stock which the Corporation
shall have the authority to issue is 17,890,000 shares which shall be
divided into 17,800,000 shares of Common Stock with a par value of
$0.25 per share; and 90,000 shares of preferred stock without par
value which shall be subject to the provisions of subparagraph (2)
below.

22.

<PAGE>

IN WITNESS WHEREOF, the said Terrence A. Lee, Chairman, and J. Vincent
Ciroli, Jr., President of Belmont Bancorp. As attested by Jane R. Marsh, acting
for and on behalf of the Corporation, have hereunto subscribed their names this
20th day of April, 1998.

BELMONT BANCORP.

(CORPORATE SEAL)
/s/ Terrence A. Lee
--------------------------
Its Chairman

/s/ J. Vincent Ciroli, Jr.
--------------------------
ATTEST: Its President

/s/ Jane R. Marsh
----------------------
Its Secretary

STATE OF OHIO,

COUNTY OF BELMONT, TO-WIT:

The foregoing Certificate of Amended Articles of Incorporation of Belmont
Bancorp. Was acknowledged before me by Terrence A. Lee, Chairman; J. Vincent
Ciroli, Jr., President; and Jane R. Marsh, Secretary, on behalf of Belmont
Bancorp. This 20th day of April, 1998.

/s/ Teri L. Walters
-------------------------
Notary Public

My Commission Expires: July 17, 2001

23.

<PAGE>

CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION

BELMONT BANCORP.

W. Quay Mull, II, Chairman; J. Vincent Ciroli, Jr., President; and Jane R.
Marsh, Secretary, of Belmont Bancorp., an Ohio corporation organized for profit
and with Articles thereof recorded with the Secretary of State on Roll F-122 at
Frame 1402, on the 13th day of August, 1982, and Amended Articles on Roll F-326,
at Frame 1660, on September 20, 1983, and Amended Articles on Roll F-884, at
Frame 1176, on April 28, 1986, and Amended Articles on Roll G-149, at Frame
0663, on April 27, 1987, and Amended Articles on Roll 5128, at page 1471, on
April 20, 1995, and Amended Articles on Image 199812500861 on May 1, 1998, do
hereby certify that a meeting of shareholders held April 20, 1999, at which a
quorum was present, stockholders representing more than a majority of the total
shares outstanding adopted the following resolutions to amend the existing
Articles of this Corporation:

1. BE IT RESOLVED that subparagraph (1) of Article Thirteenth to the
Articles of Incorporation for Belmont Bancorp. Shall be amended to
read as follows:

Section 1. The property, business, and affairs of the corporation
shall be managed and controlled by the Board of Directors. The number
of directors of the corporation (exclusive of directors to be elected
by the holders of one ore more series of Preferred Stock voting
separately as a class or classes) shall not be less than twelve (12)
nor more than eighteen (18), the exact number of directors to be
determined from time to time by resolution adopted by affirmative vote
of a majority of the whole Board of Directors. As used in this
Article, the term "whole Board" means the total number of Directors
which the Corporation would have if there were no vacancies.

24.

<PAGE>

IN WITNESS WHEREOF, the said W. Quay Mull, II, Chairman, and J. Vincent
Ciroli, Jr., President of Belmont Bancorp. As attested by Jane R. Marsh, acting
for and on behalf of the Corporation, have hereunto subscribed their names this
28th day of April, 1999.

BELMONT BANCORP.

(CORPORATE SEAL)
/s/ W. Quay Mull, II
--------------------------
Its Chairman

/s/ J. Vincent Ciroli, Jr.
--------------------------
ATTEST: Its President

/s/ Jane R. Marsh
-----------------------
Its Secretary

STATE OF OHIO,

COUNTY OF BELMONT, TO-WIT:

The foregoing Certificate of Amended Articles of Incorporation of Belmont
Bancorp. Were acknowledged before me by John H. Goodman, II, Chairman; J.
Vincent Ciroli, Jr., President; and Jane R. Marsh, Secretary, on behalf of
Belmont Bancorp. This 28th day of April, 1999.

/s/ Teri L. Walters
----------------------
Notary Public

My Commission Expires: July 17, 2001

25.

EXHIBIT 4.2

Bylaws of Belmont Bancorp.

I. Shareholders

1. All meetings of the shareholders shall be held at the principal office of
the corporation, in the Town of Bridgeport, Ohio, or at such other place or
places, either within or without the State of Ohio, as the stockholders or
Board of Directors, by resolution duly adopted, may designate.

2. Regular meetings of the shareholders shall be held annually at such date
and time as shall be designated by the Board of Directors.

3. Special meetings of the shareholders may be called by the Board of
Directors, the Chairman, or any number of stockholders owning in the
aggregate at least twenty-five percent of the number of shares outstanding.

4. Notice of the time and place of every regular meeting of the shareholders
shall be given by first-class mail, postage prepaid, mailed at least ten
days prior to the date of such meeting to each shareholder of record at his
address as shown upon the books of the corporation.

5. The notice of special meetings shall state the business to be transacted,
and no business other than that included in the notice, or incidental
thereto, shall be transacted at such meeting.

6. The holders of a majority of the stock issued and outstanding and entitled
to vote, present in person or represented by proxy appointed in writing,
shall be requisite and shall constitute a quorum at all meetings of the
shareholders. Any number less than a quorum present may adjourn any
meeting, from time to time, without notice other than announcement at the
meeting, until the requisite amount of voting stock shall be present. At
such adjourned meeting, at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally
called.

7. In deciding on questions at meetings of shareholders, except in the
election of Directors, each shareholder shall be entitled to one vote for
each share of stock held. A majority of votes cast shall decide each matter
submitted to the shareholders at the meeting except as otherwise provided
in the Articles of Incorporation or these Bylaws. In all elections of
Directors, each shareholder shall have the right to vote the number of
shares owned by him for as many persons as there are Directors to be
elected.

8. At each meeting of the stockholders, two Inspectors, to be appointed by the
Board of Directors, or, in the absence of such appointment, by the Chairman
of the meeting, shall receive and count all proxies and ballots, and shall
determine, subject to the direction of the

<PAGE>

Chairman, all questions touching the qualification of voters, the validity
of proxies or the acceptance of votes.

II. Directors

1. In addition to the powers herein expressly conferred upon it, the Board of
Directors may exercise all powers of the corporation and do all lawful acts
and things as are not by statute, or by the Certificates of Incorporation
or by these Bylaws, directed or required to be exercised or done by the
shareholders.

2. (a) All meetings of the Board of Directors shall be held at the principal
office of the corporation, or at such other place as the Board, from time
to time, may designate by resolution. The organizational meeting of the
Board of Directors shall take place immediately following the annual
meeting of shareholders. Regular meetings may be held without notice, not
less often than quarterly, at such time as shall be determined by the Board
from time to time.

(b) Special meetings may be called by the Chairman, the President, or any three
(3) directors.

(c) Notice of special meetings shall be given to each director by delivering or
mailing a notice to each director at his last known residence or place of
business or personally or by telephone not less than one (1) hour before
the time of the meeting. The service and type of notice shall be entered in
the minutes of any special meeting, and such minutes upon being read and
approved at a subsequent meeting of the Board shall be conclusive evidence
of proper delivery of notice of the special meeting.

(d) Directors may participate in special meetings by the use of communication
equipment which allows a director to hear and be heard at such meeting and,
if so participating, shall be counted for all purposes the same as if in
personal attendance.

3. At all meetings of the Board, a majority of the members of the Board of
Directors shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a majority of the Directors present
at any meeting, at which there is a quorum, shall be the act of the Board
of Directors, except as may be otherwise provided by law or by these
Bylaws. If at the time fixed for any meeting of the Board, a quorum is not
present, the Directors in attendance may adjourn the meeting until a quorum
is obtained.

4. Directors, as such, shall not receive any stated compensation for their
services. By resolution of the Board, however, Directors who are not
salaried officers or otherwise employed by the corporation or its
subsidiaries, may be allowed a fixed sum for attendance at each regular
meeting of the Board; provided, however, that nothing herein contained
shall be construed to preclude any Director from serving the corporation in
any other capacity and receiving compensation therefor.

<PAGE>

5. No person shall be eligible for election to the Board of Directors after
attaining the age of seventy (70) years.

6. A person who has served as a member of the Board of Directors, and whose
membership on the Board has terminated for any reason other than removal by
the shareholders, may be elected by the Board of Directors to serve as an
Honorary Director of the corporation for a one-year term immediately
following retirement or resignation from the Board of Directors. The
privilege of serving as an Honorary Director may be terminated by the
shareholders, or by the Board of Directors, at any time. An Honorary
Director shall have the right to attend meetings of the Board of Directors
and shall receive such attendance fee as the Board of Directors, from time
to time may determine. An Honorary Director shall have no vote on any
action taken by the Board of Directors, and, except as provided herein,
shall have none of the rights, powers, or privileges of the duly-elected
members of the Board.

III. Committees of the Directors

1. The Board of Directors may, by resolution, elect an Executive Committee,
which shall be comprised of such number of members of the Board as the
Board, from time to time, may designate. The Executive Committee shall
possess and exercise all of the powers of the Board of Directors, when the
Board is not in session. All acts done and powers and authority conferred
by the Executive Committee, within the scope of its authority, shall be the
act and under the authority of the Board of Directors provided that all
actions taken by the Executive Committee must be reported to and approved
by the full Board at its next scheduled meeting. The Board shall have power
to fill any vacancy in membership on the Executive Committee.

2. Regular meetings of the Executive Committee may be held at such times and
places, and upon such notice, as the Committee, from time to time, may
prescribe. Special meetings of the Executive committee may be held at such
times and places, and upon such notice, as the Committee, from time to time
may prescribe. Special meetings of the Executive Committee may be called by
the Chief Executive Officer or any two members of the Committee.

3. The Board of Directors, by resolution duly adopted, may designate and
appoint such other committees, and prescribe the powers and duties thereof,
as the Board may deem advisable. By like resolution, the Board may abolish
any such committee, or make such changes in its membership, powers, or
duties as the Board may consider proper.

4. All committees shall keep minutes of their proceedings, and report the same
to the Board of Directors at the next meeting of the Board.

5. Members of committees shall receive such compensation for attendance at
committee meetings as the Board of Directors, from time to time, may
determine.

<PAGE>

6. The Chief Executive Officer may designate any one of the Directors as an
alternate member of any committee to replace any regular committee member
who may temporarily be absent, disqualified, or otherwise unable to
participate in any committee meeting.

IV. Officers

1. The executive officers of this Corporation shall be a Chairman of the
Board; a President; a Secretary; and such other officers as the Board of
Directors from time to time may designate. All officers having the rank of
Vice President, or higher, shall be elected by the Board of Directors and
hold office for the current year for which the Board of Directors was
elected. All other officers shall be appointed and hold office at the
pleasure of the Chief Executive Officer, and such action shall be reported
to the Board of Directors.

2. The Board of Directors shall from time to time designate from among the
Chairman of the Board or the President, one of these officers to be the
Chief Executive Officer. The Chief Executive Officer shall preside at all
meetings of the Executive Committee at which he is present and shall be ex
officio a member of all Committees. Subject to the direction of the Board
of Directors, the Chief Executive Officer shall have the general
supervision of the policies, business and operations of the Corporation and
of the other officers, agents and employees of the corporation. In the
absence of the Chief Executive Officer, his powers and duties shall be
performed by such other officer or officers as shall be designated by the
Board of Directors or the Chief Executive Officer.

3. The Chairman of the Board shall preside at all meetings of the shareholders
and of the Board of Directors and shall have such other powers and duties
as may be assigned to him from time to time by the Board of Directors.

4. The Board of Directors may in its discretion designate one or more Vice
Chairmen from among its ranks. A Vice Chairman shall have such duties and
powers as shall be assigned to him from time to time by the Board of
Directors.

5. The President shall have such duties and powers as may be assigned to him
from time to time by the Board of Directors or the Chief Executive Officer,
where the President does not hold that office, he shall perform the duties
of the Chief Executive Officer.

6. The Secretary shall: keep the minutes of the stockholders meetings and
Board of Directors meetings in one or more books provided for that purpose;
see that all notices are duly given in accordance with the provisions of
these Bylaws or as otherwise provided by law; be custodian of the seal of
the corporation and see that the seal of the corporation is affixed to all
documents, the execution of which on behalf of the corporation under its
seal is duly authorized; sign with the Chairman, certificate of stock; and
in general, perform all duties incident to the office of Secretary and such
other duties as from time to time may be assigned to him by the Board of
Directors or the Chief Executive Officer.

<PAGE>

7. The Treasurer shall: have the custody of the corporate funds and
securities; deposit all monies that may come into his hands to the credit
of the company in such depositories as are authorized or approved by the
Board of Directors; see that all expenditures are duly authorized and
accompanied by proper receipts and vouchers; and in general, perform all
duties incident to the office of Treasurer and as may be assigned to him by
the Board of Directors or the Chief Executive Officer.

8. Each officer and employee of the corporation shall give bond of suitable
amount with security to be approved by the Board of Directors, conditioned
on the honest and faithful discharge of his duties as such officer or
employee. At the discretion of the Board, such bonds may be schedule or
blanket form and the premiums shall be paid by the corporation. The amount
of such bonds, the form of coverage, and the name of the company providing
the surety therefor shall be reviewed by the Board of Directors each year
at the first regular meeting of the Board following the organizational
meeting of the new Board. Action shall be taken by the Board at that time
approving the amount of the bond to be provided by each officer and
employee of the corporation for the ensuing year.

V. Indemnification of Directors and Officers

Each Director and officer, whether or not then in office, shall be indemnified
by the corporation against all cost and expenses reasonably incurred by and
imposed upon him in connection with or resulting from any action, suit or
proceeding, to which he may be made a party by reason of his being or having
been a director or officer of the corporation, or of any other company which he
served at the request of the corporation, to the extent and under the terms and
conditions provided in the General Corporation Law of Ohio Revised Code, and the
foregoing right of indemnification shall not be exclusive of other rights to
which he may be entitled as a matter of law.

VI. Seal

The corporate seal of the corporation shall consist of a circle having around
the inside of its circumference the words "Belmont Bancorp," and in the center
the words and figures "Incorporated 1982 Ohio".

VII. Fiscal Year

The fiscal year of the Corporation shall be the calendar year.

VIII. Stock

1. The certificate of stock of the corporation shall be in such form as the
Board of Directors, from time to time, may prescribe. Each certificate
shall be numbered, shall exhibit the holder's name and number of shares,
and shall be signed by the Chairman or President and the Secretary or
Assistant Secretary.

<PAGE>

2. Transfer of shares shall be made only on the books of the corporation, by
the holder in person or his attorney duly authorized by power of attorney
properly executed and filed with the corporation, upon the surrender of the
certificate or certificates for such shares.

3. The Board of Directors shall have power to close the stock transfer books
of the corporation for a period not exceeding forty (40) days preceding the
date of any meeting of stockholders, or the date for payment of any
dividend, or the date for the allotment of any rights, provided, however,
that in lieu of closing the stock transfer books, as aforesaid, the Board
of Directors may fix, in advance, a date not exceeding forty (40) days
preceding the date of any meeting of the shareholders, any dividend payment
date, or the date for allotment of rights, as a record date for the
determination of the stockholders entitled to notice of or to vote at such
meeting and/or entitled to receive such dividend payment or rights, as the
case may be, and only stockholders of record on such date shall be entitled
to notice of and/or to vote at such meeting, or to receive such dividend
payment or rights.

4. All stock certificates shall be signed by the Chief Executive Officer and
the Secretary or be authenticated by facsimiles of the signatures of the
Chief Executive Officer and Secretary. Every certificate authenticated by a
facsimile of a signature must be countersigned by a transfer agent or
transfer clerk before issuance. Even though an officer who signed, or whose
facsimile signature has been written, printed or stamped on a certificate
for shares shall have ceased to be an officer by death, resignation, or
otherwise, before such certificate is delivered by the corporation, such
certificate shall be as valid as though signed by a duly elected,
qualified, and authorized officer, if it be countersigned by a signature or
a facsimile signature or a transfer agent or clerk and registered in the
stock transfer records of the corporation.

5. The corporation may, in its discretion, upon evidence satisfactory to it of
the loss, theft, or destruction of any certificate for shares of the
corporation, authorize the issuance of a new certificate in lieu thereof,
and may, in its discretion, require as a condition precedent to such
issuance, the giving, by the owner of such alleged lost, stolen, or
destroyed certificate, of a bond of indemnity, in form and amount, with or
without surety, satisfactory to the corporation, against any loss or damage
which may result to, or claim which may be made against, the corporation,
or any transfer agent or registrar of its shares, in connection with such
alleged lost, stolen, or destroyed, or such new, certificate. If any
certificate for shares of the corporation becomes worn, defaced, or
mutilated, the corporation may, upon production and surrender thereof,
order that the same be cancelled and that a new certificate be issued in
lieu thereof.

IX. Offices

The principal offices of the corporation shall be in the town of Bridgeport,
Belmont County, Ohio and other offices may be established by the Board of
Directors at such place or places as the Board, from time to time, may deem
proper.

<PAGE>

X. Amendments

These Bylaws may be amended, altered or repealed at any duly called and
constituted stockholders meeting on the affirmative vote of the majority of the
stock represented at such meeting. Notice of the proposed amendment of the
Bylaws shall be given to each stockholder with the notice of the meeting and a
complete copy of the amended Bylaws shall be mailed to each stockholder
following approval of the amendment.

EXHIBIT 10.1
LETTER AGREEMENTS WITH FICAP STRATEGIC PARTNERS, LLC

June 8, 1999

The Board of Directors
Belmont Bancorp
Belmont National Bank

Gentlemen:

This letter confirms our understanding that Belmont Bancorp ("Bancorp") and
its wholly owned banking subsidiary, Belmont National Bank ("Bank") (Bancorp and
Bank are referred to collectively as the "Company") have engaged FiCap Strategic
Partners, LLC ("FiCap") on an exclusive basis to provide management services to
the Company as more fully described below, reporting to and under the
supervision of the Board of Directors of the Company, or a committee thereof
which may hereafter be formed (if so formed, the "Committee"). Without limiting
the generality of the foregoing, FiCap shall on behalf of the Company retain
Doepken Keevican & Weiss Professional Corporation ("DKW") to serve as special
counsel for the Company, with the fees and expenses of DKW to be paid by the
Company.

An Action Plan (the "Action Plan") that sets forth the areas in which FiCap
and DKW will assist the Company and action steps to be taken for that purpose
has been provided by FiCap to the Company as part of FiCap's Proposal for
Professional Services, dated June 7, 1999 (the "Proposal"). The Action Plan is
incorporated here by reference. Without limiting the scope of services to be
provided, the Board of Directors has identified the following areas in which the
Company has an immediate need for assistance:

(A) Interim senior management of the Company.

(B) Development of a process for the recruitment of new continuing senior
management of the Company, including without limitation negotiation of
appropriate employment agreements and stock option agreements.

(C) Advice and assistance in connection with any enforcement action that
may result from the current examination of the Company by the
Comptroller of the Currency or from other legal investigations or
proceedings respecting the Company.

(D) Review of existing loan and investment policies and recommendation of
changes where necessary or appropriate. Review of the Company's
investment portfolio. Analysis of the Company's asset and liability
risk models and development of an appropriate asset and liability
committee process.

<PAGE>

(E) Development of a business valuation model to support the Board of
Directors' strategic planning on behalf of the Company.

(F) Advice concerning the Company's internal audit function currently
provided by a third party under contract and assistance should the
Company decide to consider making any changes to that relationship.

FiCap shall provide management services to the Company in these areas and
shall perform the tasks set forth in the Action Plan toward the end of
accomplishing the Goals defined in the Action Plan. FiCap shall retain DKW to
provide legal services for the benefit of the Company in support of FiCap's and
the Company's achievement of the Goals defined in the Action Plan. All such
management and legal services shall be provided by FiCap, DKW and their
personnel identified in the Proposal and such other personnel of FiCap and DKW,
including consultants retained or employed for that purpose by FiCap or DKW with
the consent of the Company, which consent shall not be unreasonably withheld.
The performance of such services by such personnel shall be subject to the terms
of this engagement letter and that certain Confidentiality Agreement, dated as
of June 1, 1999 between FiCap and the Company (the "Confidentiality Agreement").

The Company shall make available to FiCap all information concerning the
business, assets, operations and financial condition of the Company that FiCap
reasonably requests in connection with the services to be performed for the
Company hereunder, and shall provide FiCap with reasonable access to the
Company's officers, directors, employees, independent accountants and other
advisors and agents as FiCap shall deem appropriate. The Company represents
that, to the best of its knowledge, all information furnished by it or on its
behalf to FiCap, whether or not covered under the Confidentiality Agreement,
will be accurate and complete in all material respects. The Company acknowledges
that FiCap will share the information so provided with DKW.

The Company shall also make available to FiCap secure office space,
business equipment (computers, telephones and the like), secretarial and
clerical support, and such other and further assistance as shall be reasonably
required by FiCap for the performance of the services called for in this
engagement letter.

1. FiCap's compensation for management services rendered under this
engagement will include the following:

(A) Fees at the rate of $250 per hour for each FiCap principal or senior
consultant providing services to the Company.

(B) Options to acquire 50,000 shares of common stock of Bancorp. The
options will be priced at the average price for shares of Company
stock over the trading days falling during June and July 1999. The
options will be exercisable at any time on or before the second
anniversary of the date of this letter agreement.

<PAGE>

(C) If any officer or principal of FiCap is requested or required to
prepare for (which preparation shall not include the performance of
the services for which fees are paid under paragraph (A)) or
participate in one or more depositions or similar discovery
proceedings or to testify at a hearing, trial or similar proceeding
(any such preparation, participation or testimony is hereafter defined
as "Testimony") in connection with the matters contemplated by this
engagement, whether or not FiCap's engagement hereunder has been
terminated or completed, the Company shall pay FiCap, a Per Diem Fee
of $2,000 per day for any day (or any significant portion thereof)
that at least one officer or principal of FiCap is required to provide
Testimony, provided that FiCap shall use reasonable efforts to avoid
charging the Company based upon multiple partial days of work. Per
Diem Fees, if any, payable to FiCap pursuant to this clause (C) shall
be in addition to the fees otherwise provided for in this paragraph 2
and any payment obligations of the Company to the indemnified persons
referred to in the separate indemnification agreement referred to in
paragraph 4 hereof. Payments to FiCap pursuant to this clause (C)
shall be made promptly upon submission by FiCap of statements
therefor.

(D) In addition to any fees payable by the Company to FiCap hereunder, the
Company shall reimburse FiCap on a monthly basis for its travel
expense and other reasonable out-of-pocket expenses (including all
costs and disbursements of FiCap personnel, and of other consultants
and advisors retained by FiCap with the Company's consent, including
without limitation temporary housing in the Company's local market
area and automobile transportation within a radius of 100 miles)
incurred in connection with, or arising out of FiCap's activities
under or contemplated by, this engagement. The Company shall also
reimburse FiCap, at such times as FiCap shall request, for any sales,
use or similar taxes (including additions to such taxes, if any, but
excluding income taxes) arising in connection with any matter referred
to or contemplated by this engagement. Such reimbursements shall be
made promptly upon submission by FiCap of statements therefor.

(E) The fees payable under clause (A) and the expenses payable under
clause (D) shall be due and payable upon receipt of an invoice
describing in reasonable detail the services rendered. An end of the
matter retainer in the amount of $75,000 shall be paid by the Company
to FiCap upon execution of this engagement letter. The end of the
matter retainer may be commingled by FiCap with other funds of FiCap
and shall be applied to the final invoices rendered by FiCap to the
Company in connection with this engagement. Any amount remaining after
such application shall be returned to Company by FiCap.

The Company will also pay DKW for legal services rendered on the Company's
behalf by DKW personnel based upon DKW's hourly rates, billed at the amounts in
effect at the

<PAGE>

time that the services are rendered. At present, these rates are $210-$265 per
hour for members; $110-$210 per hour for associates and $90-$110 per hour for
paralegals. DKW's hourly rates are periodically adjusted; in preparing
statements for legal services, DKW will use its hourly rates as in effect when
such services were rendered.

The Company will also pay DKW in accordance with the provisions of clauses
(C) and (D) for Testimony and out of pocket expenses as described in those
clauses. DKW's statements for legal services shall be due and payable upon
receipt of an invoice describing in reasonable detail the services rendered.

If any statement or invoice is not paid within fifteen days after receipt,
FiCap or DKW, as the case may be, may, upon fifteen days prior notice to the
Company, terminate, or suspend until payment is made, the provision of services
under this engagement. DKW shall also have the right to terminate its legal
representation upon reasonable notice, if in the exercise of DKW's reasonable
discretion, DKW believes a continuation of representation would be unethical. A
copy of DKW's Internet and external e-mail policy is also attached.

2. The Company recognizes and confirms that, in advising the Company and in
completing its engagement hereunder, FiCap and DKW will be using and relying on
publicly available information and on data, material, and other information
furnished to FiCap by the Company and other parties, including without
limitation confidential information furnished pursuant to the Confidentiality
Agreement.

3. The Company and FiCap have entered into a separate letter agreement,
dated the date hereof and attached hereto, providing for indemnification by the
Company of FiCap and certain related persons. Such indemnification agreement is
an integral part of this agreement and the terms thereof are incorporated by
reference herein. As stated therein, such indemnification agreement shall
survive any termination or completion of FiCap's engagement hereunder.

4. FiCap has been retained under this agreement as an independent
contractor with duties owed solely to Company acting by and through the Board of
Directors of the Company and the Committee. The advice (oral or written)
rendered by FiCap pursuant to this agreement is intended solely for the benefit
and use of the Board of Directors of the Company and the Committee in
considering the matters to which this agreement relates, and the Company agrees
that such advice may not be relied upon by any other person, used for any other
purpose or reproduced, disseminated, quoted or referred to at any time, in any
manner or for any purpose, nor shall any public references to FiCap be made by
the Company, without the prior written consent of FiCap.

5. The term of this engagement shall be one year from the date of execution
of this engagement letter; provided, however, that this agreement and FiCap's
engagement hereunder may be terminated at any time after December 8, 1999, by
either the Company or FiCap, with or without cause, upon 30 days prior written
notice thereof to the other party; provided, further, however, that (a) any
termination or completion of FiCap's engagement hereunder shall not affect the
Company's continuing obligation to indemnify FiCap and certain related persons
as provided in the separate letter agreement referred to above, and (b) any
termination of FiCap's engagement

<PAGE>

hereunder shall not affect the Company's obligation to reimburse the expenses
accruing prior to such termination to the extent provided for in paragraph 2(D)
herein and to pay the fees provided for in paragraph 2(C) hereof and in the
corresponding provisions of paragraph 2 applicable to DKW.

6. The Company agrees that FiCap shall have the right to place
advertisements in financial and other newspapers and journals at its own expense
describing its services to the Company hereunder, provided that FiCap will
submit a copy of any such advertisement to the Company for its approval prior to
placement, which approval shall not be unreasonably withheld or delayed.

7. The Company acknowledges that neither FiCap nor DKW has made any
guarantees with regard to the ultimate outcome of the matters that are the
subject of this engagement, including how long it will take to achieve an
ultimate outcome, or the total amount of management and attorney's fees, costs,
charges and expenses that will be incurred. The parties acknowledge that no
change can be made in this agreement unless and until it is in writing and is
signed by the parties.

8. FiCap has disclosed that it currently has no other contracts where it is
providing interim senior management for a financial institution. Before
committing to any management contract where it is obligated to provide senior
management services (whether on an interim or permanent basis) to any bank or
financial organization within a 100-mile radius of St. Clairsville, Ohio, FiCap
will consult with Company to determine whether the new engagement would cause
loyalty concerns for the Company and what actions would be appropriate
(including but not limited to refusing or delaying the new management contract)
to resolve those concerns. For a period of twenty-four (24) months following the
termination of the engagement hereunder, FiCap shall not represent or advise any
entity in connection with a proposal to acquire or merge with the Company,
unless FiCap has first received the written approval of the Company for such
representation or advice.

9. This agreement shall be deemed made in Ohio. This agreement and all
controversies arising from or relating to performance under this agreement shall
be governed by and construed in accordance with the laws of the State of Ohio.
ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION ARISING OUT OF
THIS AGREEMENT OR CONDUCT IN CONNECTION WITH THIS ENGAGEMENT IS HEREBY WAIVED.

10. This agreement may be executed in counterparts, each of which together
shall be considered a single document. This agreement shall be binding upon and
inure to the benefit of FiCap, the Company and DKW (insofar as made applicable
to it by FiCap's retention of DKW on the Company's behalf and by the terms
hereof) and their respective successors and assigns. This agreement is not
intended to confer any rights upon any shareholder, owner, or employee of the
Company, or any other person not a party hereto other than the indemnified
persons referenced in the indemnification agreement referred to above.

We are pleased to accept this engagement and look forward to working with
the Company, the Board of Directors and the Committee. Please confirm that the
foregoing is in

<PAGE>

accordance with your understanding by signing and returning to us the enclosed
duplicate of this letter, which shall thereupon constitute a binding agreement
between FiCap and the Company.

Very truly yours,

FICAP STRATEGIC PARTNERS, LLC

By: /s/ Gregory W. Doner
------------------------------
Authorized Representative

By: /s/ David G. Brewick
------------------------------
Authorized Representative

ACCEPTED AND AGREED TO:
BELMONT BANCORP

By: /s/ W. Quay Mull II
- -------------------------------
W. Quay Mull II
Chairman of the Board

BELMONT NATIONAL BANK

By: /s/ W. Quay Mull II
- -------------------------------
W. Quay Mull II
Chairman of the Board

CONSENTED AND AGREED TO:

DOEPKEN KEEVICAN & WEISS
PROFESSIONAL CORPORATION

By: /s/ James F. Bauerle
- -------------------------------
James F. Bauerle

<PAGE>

Wire transfer instructions for payment of end of the matter advance retainer in
the amount of $75,000 due to FiCap Strategic Partners, LLC under the terms of
that certain engagement letter dated June 8, 1999.

Wire Transfer to:

<PAGE>

Belmont Bancorp
325 Main St., Bridgeport, OH 43912

June 8, 1999

FiCap Strategic Partners, LLC
58th Floor, USX Tower
Pittsburgh, PA 15219

Gentlemen:

In connection with your engagement to provide management services pursuant
to a separate agreement between you and us, we hereby agree to indemnify and
hold harmless FiCap Strategic Partners, LLC, Doepken Keevican & Weiss
Professional Corporation (DKW; which is being retained as special counsel to us
pursuant to that separate agreement) and Financial Institutions Management
Associates Corporation ("FIMAC"), your and their respective directors, officers,
agents, employees and controlling persons, and each of your and their respective
successors and assigns (collectively, the "indemnified persons"), to the full
extent lawful, from and against all losses, claims, damages, liabilities and
expenses incurred by them which (A) are related to or arise out of (i) actions
or alleged actions taken or omitted to be taken (including any untrue statements
made or any statements omitted to be made) by us or (ii) actions or alleged
actions taken or omitted to be taken by an indemnified person with our consent
or in conformity with our actions or omissions or (B) are otherwise related to
or arise out of FiCap's activities on our behalf under FiCap's engagement,
provided that any indemnified person seeking indemnification under this clause
(B) acted in good faith or in a manner he or she reasonably believed to be in
the best interest of Belmont Bancorp or Belmont National Bank, as the case may
be. We also agree that no indemnified person shall have any liability to us for
or in connection with such engagement; provided, however, such person acted in
good faith or in a manner he or she reasonably believed to be in the best
interest of Belmont Bancorp or Belmont National Bank, as the case may be; and
provided further, however, that in no event shall the indemnified persons'
aggregate liability to us exceed the fees FiCap actually receives from us
pursuant to the engagement referred to above.

Promptly after receipt by an indemnified person of notice of any complaint
or the commencement of any action or proceeding with respect to which
indemnification is being sought hereunder, such person will notify us in writing
of such complaint or of the commencement of such action or proceeding, but
failure so to notify us will relieve us from any liability which we may have
hereunder only if, and to the extent that such failure results in the forfeiture
by us of substantial rights and defenses, and will not in any event relieve us
from any other obligation or liability that we may have to any indemnified
person otherwise than under this letter agreement. If we so elect or are
requested by such indemnified person, we will assume the defense of such action
or proceeding, including the employment of counsel reasonably satisfactory to
FiCap, DKW or FIMAC, as the case may be, and the payment of the fees and
disbursements of such counsel. In any action or proceeding the defense of which
we assume, the indemnified person will have the right to participate in such
litigation and to retain its own counsel at such indemnified person's own
expense. We further agree

<PAGE>

that we will not, without the prior written consent of FiCap, DKW or FIMAC, as
the case may be, settle or compromise or consent to the entry of any judgment in
any pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not FiCap,
DKW, FIMAC or any other indemnified person is an actual or potential party to
such claim, action, suit or proceeding) unless such settlement, compromise or
consent includes an unconditional release of FiCap, DKW, FIMAC and each other
indemnified person hereunder from all liability arising out of such claim,
action, suit or proceeding.

We further agree that we will promptly reimburse FiCap and any other
indemnified person hereunder for all expenses (including fees and disbursements
of counsel) as they are incurred by FiCap or such other indemnified person in
connection with investigating, preparing or defending, any pending or threatened
action, claim, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder, whether or not in connection with pending
or threatened litigation in which FiCap or any other indemnified person is a
party.

Our indemnity, contribution and other obligations under this letter
agreement shall be in addition to any rights that FiCap or any other indemnified
person may have at common law or otherwise. This letter agreement shall inure to
the benefit of the parties hereto and the indemnified parties, and shall be
binding on our successors and assigns.

We hereby consent to personal jurisdiction, service and venue in any court
in which any claim which is subject to, or which may give rise to a claim for
indemnification or contribution under, this letter agreement is brought against
FiCap or any other indemnified person.

This letter agreement shall be deemed made in Ohio. This letter agreement
and all controversies arising from or relating to performance under this letter
agreement shall be governed by and construed in accordance with the laws of the
State of Ohio, without giving effect to such state's rules concerning conflicts
of laws. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION ARISING
OUT OF THIS LETTER AGREEMENT OR ANY ENGAGEMENT OF FICAP IS HEREBY WAIVED.

It is understood that, in connection with FiCap's above-mentioned
engagement, FiCap may also be engaged to act in one or more additional
capacities, and that the terms of the original engagement or any such additional
engagement may be embodied in one or more separate written agreements. The
provisions of this letter agreement shall apply to the original engagement,
related activities prior to the date of the original engagement, any such
additional engagement and any modification of the original engagement or such
additional engagement and shall remain in full force and effect following the
completion or termination of FiCap's engagement(s).

Very truly yours,

BELMONT BANCORP

By: /s/ W. QUAY MULL, II
----------------------------
W. QUAY MULL, II
Title: Chairman of the Board

<PAGE>

BELMONT NATIONAL BANK

By: /s/ W. Quay Mull, II
-----------------------------
W. QUAY MULL, II
Title: Chairman of the Board

Accepted and agreed to:
FICAP STRATEGIC PARTNERS, LLC

By: /s/ David G. Brewick
- ------------------------
Authorized Representative

EXHIBIT 10.2

DEFERRED COMPENSATION PLAN AND TRUST

BELMONT BANCORP
DEFERRED COMPENSATION PLAN

Preamble

This Plan is an unfunded deferred compensation arrangement for a select
group of management or highly-compensated personnel and all rights under
thereunder shall be governed by and construed in accordance with the laws of the
State of Ohio.

ARTICLE I

Definitions

Section 1.01.

"Board" means the Board of Directors of Belmont Bancorp.

"Committee" means the Compensation Committee of the Board.

"Belmont Bancorp." means Belmont Bancorp., an Ohio corporation, and its
corporate successors.

"Contingent deferred obligation" means the total amount of Belmont Bancorp.'s
contingent liability for payment of deferred benefits under the Plan.

"Disability" means mental or physical disability of at least six months which
prevents a Participant from engaging in the principal duties of his employment.

"Fiscal year" or "year" (unless otherwise specified) means Belmont Bancorp.'s
fiscal year as now constituted or as it may be changed hereafter from time to
time.

"Participant" means an employee of Belmont Bancorp., or of a subsidiary,
designated by the Committee for participation in the benefits of the Plan, or a
person who was such at the time of his retirement, death, disability or
resignation and who retains, or whose beneficiaries obtain, benefits under the
Plan in accordance with its terms.

"Plan" means this Deferred Compensation Plan as it may be amended from time to
time.

"Retirement" shall mean retirement from active employment with Belmont Bancorp.

<PAGE>

"ROE" means Return on Equity for such year as shown by or included in Belmont
Bancorp.'s consolidated statement of income as certified by Belmont Bancorp.'s
independent certified ,public accountants.

"Subsidiary" means a company of which Belmont Bancorp. owns, directly or
indirectly, at least a majority of the shares having voting power in the
election of directors.

"Total fund" for any year means the total amount which shall have been fixed for
such year by the Board, in terms of a percentage of the ROE for such year.

"Trust" means the Belmont Bancorp. Deferred Compensation Plan Trust.

ARTICLE II

Designation of Participants and Allocation of Total Fund

Section 2.01. The Committee shall meet at least once in each fiscal year and
irrevocably specify, before the end of such fiscal year:

(a) The name of each employee who shall be entitled to participate in the
Plan for such year; and;

(b) the method by which the amount to be allocated for the benefit of each
Participant from the total fund available for allocation shall be determined.

Section 2.02. In specifying the names of the eligible employees, the Committee
may divide them into groups, and specify different formulae for each group.

Section 2.03. Except as provided in Sections 2.04 and 2.05, payment of the
amount allocated to a Participant shall be deferred until such Participant's
retirement, resignation, disability or death, or in the event of emergency or
necessity, as hereinafter provided.

Section 2.04. For any fiscal year, any Participant, in any group, may elect to
receive as an immediate cash payment, rather than as a deferred contingent
future benefit, all or any part of the amount which may thereafter be allocated
to him for such fiscal year; provided that such election shall be made in
writing, signed by Participant and delivered to the Committee prior to the
commencement of said year. A cash payment hereunder shall be made as soon as
practicable after the close of the fiscal year in which the election is made.

Section 2.05. For any fiscal year, any Participant, in any group, may elect to
defer, as a deferred contingent future benefit, all or any part of the amount
which may thereafter be allocated to him for such fiscal year for a period of:
a) five years, or, b) ten years, rather than as a deferred contingent future
benefit subject to the provisions of Section 2.03, provided that such election
shall be made

<PAGE>

in writing, signed by Participant and delivered to the Committee prior to the
commencement of said year. For purposes of this Section, the five year or ten
year periods shall commence on the first day of the fiscal year following
receipt by the Committee of the Participant's election under this Section.
Payment hereunder shall be made in accordance with the provisions of Section
3.05.

Belmont Bancorp. Provided, however, in the case of retirement, resignation or
disability, and prior to the commencement of distribution of any benefit, a
Participant eligible for a distribution under this plan may elect to receive
such distribution in a lump-sum or in ten equal annual payments. If the
participant elects to receive their distribution in ten equal annual payments,
all amounts remaining in the plan prior to distribution shall be subject to the
provisions of Section 3.07. The election made under this section to receive a
distribution in a lump-sum or in equal installments shall be irrevocable.
Commencement of distribution in each case may be deferred by the Committee, but
not beyond one year after the retirement, disability or death of the participant
or, in the case of a participant who shall have resigned, not beyond one year
after he reaches the age of 65 or incurs disability or dies. In case of a
Participant's death before distribution is completed, the balance may be
distributed in a lump sum or on an installment basis as the Committee may
determine.

Section 3.05. In the case of a Participant making an election under Section
2.05, the Participant may elect to receive such distribution in a lump-sum or in
ten equal annual payments. If the participant elects to receive their
distribution in ten equal annual payments, all amounts remaining in the plan
prior to distribution shall be subject to the provisions of Section 3.07. The
election made under this section to receive a distribution in a lump-sum or in
equal installments shall be irrevocable. Distribution shall commence after the
expiration of the five year period or ten year period as determined in Section
2.05. If installment payments are elected, payment of each installment shall
occur not later than 30 days after the close of the Bank's fiscal year. The
Committee shall have the discretion to accelerate the distributions if it deems
such action appropriate.

Section 3.06. Each Participant shall have the right to designate beneficiaries
who are to succeed to his contingent right to receive future payments hereunder
in the event of his death. In case of a failure of designation or the death of a
designated beneficiary without a designated successor, distribution shall be
made to the Participant's estate. No designation of beneficiaries shall be valid
unless in writing signed by the Participant, dated, and filed with the
Committee. Beneficiaries may be changed without the consent of any prior
beneficiaries.

Section 3.07. Funds invested hereunder shall continue for all purposes to be a
part of the general funds of Belmont Bancorp., and no person other than Belmont
Bancorp. shall, by virtue of the provisions of this Plan, have any interest in
such funds. To the extent that any person acquires a right to receive payments
from Belmont Bancorp. under this Plan, such right shall be no greater than the
right of any unsecured general creditor of Belmont Bancorp.

<PAGE>

ARTICLE IV

Administration

Section 4.0l. The books and records to be maintained for the purpose of the Plan
shall be maintained by the officers and employees of Belmont Bancorp. at its
expense and subject to the supervision and control of the Committee. All
expenses of administering the Plan, shall be paid by Belmont Bancorp.

Section 4.02. To the extent permitted by law, the right of any participant or
any beneficiary in any benefit or to any payment hereunder shall not be subject
in any manner to attachment or other legal process for the debts of such
Participant or beneficiary; and any such benefit or payment shall not be subject
to anticipation, alienation, sale, transfer, assignment or encumbrance.

Section 4.03. No member of the Board or of the Committee and no officer or
employee of the Company shall be liable to any person for any action taken or
omitted in connection with the administration of this Plan unless attributable
to his own fraud or willful misconduct; nor shall Belmont Bancorp. be liable to
any person for any such action unless attributable to fraud or willful
misconduct on the part of a director, officer or employee of Belmont Bancorp.

Section 4.04. In the event there is a 'change in control' in the Bank, the
succeeding or continuing company or other organization shall have the option to
continue the plan and assume all obligations and liabilities herein set forth.
If the succeeding or continuing company or other organization shall discontinue
the plan and refuse to assume all obligations and liabilities herein set forth
then all outstanding Accounts shall become immediately and fully vested. The
Participant shall be entitled to receive cash in an amount equal to his Account
balance. For purposes of this Section, "change in control" shall mean: (i) the
execution of an agreement for the sale of all, or a material portion, of the
assets of the Bank; (ii) the execution of an agreement for a merger or
recapitalization of the Bank whereby the Bank is not the surviving entity; or
(iii) the acquisition, directly or indirectly, of the beneficial ownership
(within the meaning of that term as it is used in Section 13(d) of the
Securities Exchange Act of 193 4 and the rules and regulations promulgated
thereunder) of fifty-one percent (51%) or more of the outstanding voting
securities of the Bank by any person, trust, entity or group. This limitation
shall not apply to a transaction in which the Bank forms a holding company
without change in the respective beneficial ownership interests of its
stockholders other than pursuant to the exercise of any dissenter and appraisal
rights, the purchase of shares by underwriters in connection with a public
offering of Bank stock, or the purchase of shares of up to 51% of any class of
securities of the Bank by a tax-qualified employee stock benefit plan which is
exempt from the approval requirements, set forth under 12 C.F.R. ss.
574.3(c)(1)(vi) as now in effect or as may hereafter be amended. The term
"person" refers to an individual or a corporation, partnership, trust, Bank,
joint venture, pool, syndicate, sole proprietorship, unincorporated organization
or any other form of entity not specifically listed herein. The decision as to
whether a change in control has occurred shall be determined by the Committee
whose decision is conclusive and binding.

<PAGE>

ARTICLE V

Amendment of Plan

Section 5.01. The Plan may be amended in whole or in part from time to time by
the Board of Directors of Belmont Bancorp., subject to approval of the
shareholders.

Section 5.02. Notice of every such amendment shall be given in writing to each
Participant and beneficiary of a deceased Participant.

BELMONT BANCORP.,
an Ohio Corporation

(Corporate Seal) By:
---------------------------------
Title:

---------------------------------
Participant

<PAGE>

BELMONT BANCORP.
DEFERRED COMPENSATION PLAN TRUST

THIS AGREEMENT made this _____ day of ________________, 1996 by and between
BELMONT BANCORP., an Ohio corporation. hereinafter called "Company" and BELMONT
NATIONAL BANK, a national banking corporation, and TERRENCE A. LEE, current
Chairman of the Board of Directors of Belmont Bancorp., hereinafter jointly
called "Trustee".

WHEREAS, Company has adopted a nonqualified Deferred Compensation Plan
(hereafter called the "Plan") for the benefit of ________________________
(hereafter called the "Beneficiary"); and

WHEREAS, Company expects to incur liability under the terms of such Plan
for incentive and other compensation deferred by the Beneficiary and required to
be paid to the Beneficiary at some future date; and

WHEREAS, Company desires to establish a trust (hereinafter called "Trust")
and to contribute to the Trust assets that shall be held therein, subject to the
claims of Company's creditors in the event of Company's Insolvency, as herein
defined, pursuant to the terms of the Plan until paid to the Beneficiary in such
manner and at such times as specified in the Plan; and

WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the Plan
as an unfunded plan maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for purposes of Title I of the Employee Retirement Income Security Act of 1974;
and

WHEREAS, it is the intention of Company to make contributions to the Trust
to provide itself with a source of funds to assist it in the meeting of its
liabilities under the Plan.

NOW, THEREFORE. the parties do hereby establish the Trust and agree that
the Trust shall be comprised. held and disposed of as follows:

Section 1. ESTABLISHMENT OF TRUST.

(a) Company hereby deposits with Trustees in trust $__________________,
which shall become the principal of the Trust to be held. administered and
disposed of by Trustee as provided in this Trust Agreement.

(b) The Trust hereby established shall be irrevocable except as provided in
Section 12.

(c) The Trust is intended to be a grantor Trust, of which the Company is
the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1,
subtitle A of the Internal Revenue Code of 1986, as amended, and shall be
construed accordingly.

<PAGE>

(d) The principal of the Trust, and any earnings thereon, shall be held
separate and apart from other funds of the Company and shall be used exclusively
for the uses and purposes of Plan participants and general creditors as herein
set forth. Plan participants and their beneficiaries shall have no preferred
claim on, or any beneficial ownership interest in, any assets of the Trust. Any
rights created under the Plan and this Trust Agreement shall be mere unsecured
contractual rights of Plan participants and their beneficiaries against Company.
Any assets held by the Trust will be subject to the claims of Company's general
creditors under federal and state law in the event of Insolvency, as defined in
Section 3(a) herein.

(e) Company, in its sole discretion, may at any time, or from time to time,
make additional deposits of cash or other property in Trust with Trustee to
augment the principal to be held, administered and disposed of by Trustee as
provided in this Trust Agreement. Neither Trustee nor any Plan participant or
beneficiary shall have any right to compel such additional deposits.

Section 2. PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES

(a) Company shall deliver to Trustee a schedule (the "Payment Schedule")
that indicates the amounts payable in respect of each Plan participant (and his
or her beneficiaries), that provides a formula or other instructions acceptable
to Trustee for determining the amounts so payable, the form in which such amount
is to be paid (as provided for or available under the Plan), and the time of
commencement for payment of such amounts. Except as otherwise provided herein,
Trustee shall make payments to the Plan participants and their beneficiaries in
accordance with such Payment Schedule. The Trustee shall make provision for the
reporting and withholding of any federal, state or local taxes that may be
required to be withheld with respect to the payment of benefits pursuant to the
terms of the Plan and shall pay amounts withheld to the appropriate taxing
authorities or determine that such amounts have been reported, withheld and paid
by Company.

(b) The entitlement of a Plan participant or his or her beneficiaries to
benefits under the Plan shall be determined by Company or such party as it shall
designate under the Plan, and any claim for such benefits shall be considered
and reviewed under the procedures set out in the Plan.

(c) Company may make payment of benefits directly to Plan participants or
their beneficiaries as they become due under the terms of the Plan. Company
shall notify Trustee of its decision to make payment of benefits directly prior
to the time amounts are payable to participants or their beneficiaries. In
addition, if the principal of the Trust, and any earnings thereon, are not
sufficient to make payments of benefits in accordance with the terms of the
Plan, Company shall make the balance of each such payment as it falls due.
Trustee shall notify Company where principal and earnings are not sufficient.

Section 3. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY WHEN
COMPANY IS INSOLVENT

<PAGE>

(a) Trustee shall cease payment of benefits to Plan participants and their
beneficiaries if the Company is insolvent. Company shall be considered
"Insolvent" for purposes of this Trust Agreement if (i) Company is unable to pay
its debts as they become due, or (ii) the Company is subject to a pending
proceeding as a debtor under the United States Bankruptcy Code; or (iii) Company
is determined to be insolvent by the Office of the Comptroller of the Currency.

(b) At all times during the continuance of this Trust, as provided in
Section 1(d) hereof, the principal and the income of the Trust shall be subject
to claims of general creditors of Company under federal and state law as set
forth below:

(1) The board of Directors and the Chief Executive Officer of the
Company shall have the duty to inform the Trustee in writing of the
Company's Insolvency. If a person claiming to be a creditor of Company
alleges in writing to Trustee that Company has become Insolvent, Trustee
shall determine whether Company is Insolvent, and pending such
determination, Trustee shall discontinue payment of benefits to Plan
participants or their beneficiaries.

(2) Unless Trustee has actual knowledge of Company's Insolvency, or
has received notice from Company or a person claiming to be a creditor
alleging that Company is Insolvent, Trustee shall have no duty to inquire
whether Company is Insolvent. Trustee may in all events rely on such
evidence concerning Company's solvency as may be furnished to Trustee and
that provides Trustee with a reasonable basis for making a determination
concerning Company's solvency.

(3) If at any time Trustee has determined that Company is Insolvent,
Trustee shall discontinue payments to Plan participants or their
beneficiaries and shall hold the assets of the Trust for the benefit of
Company's general creditors. Nothing in this Trust Agreement shall in any
way diminish any rights of Plan participants or their beneficiaries to
pursue their rights as general creditors of Company with respect to
benefits due under the Plan or otherwise.

(4) Trustee shall resume the payments of benefits to Plan participants
or their beneficiaries in accordance with Section 2 of this Trust Agreement
only after Trustee has determined that Company is not Insolvent (or is no
longer Insolvent).

(c) Provided that there are sufficient assets, if Trustee discontinues the
payment of benefits from the Trust pursuant to Section 3(b) hereof and
subsequently resumes such payments, the first payment following such
discontinuance shall include the aggregate amount of all payments due to Plan
participants of their beneficiaries under the terms of the Plan for the period
of such discontinuance, less the aggregate amount of any payments made to Plan
participants or their beneficiaries by Company in lieu of the payments provided
for hereunder during any such period of discontinuance.

<PAGE>

Section 4. PAYMENTS TO COMPANY.

Except as provided in Section 3 hereof, after the Trust has become
irrevocable, Company shall have no right or power to direct Trustee to return to
Company or to divert to others any of the Trust assets before all payments of
benefits have been made to Plan participants and their beneficiaries pursuant to
the terms of the Plan.

Section 5. INVESTMENT AUTHORITY.

(a) Trustee has all of the investment authority granted to fiduciaries
under Ohio law including but not limited to the authority granted
underss.ss.1109-10, 2109.37 and 2109.371 of the Ohio Revised Code Ann. (Page's).

(b) Irrespective of paragraph (a) of this Section 5, in no event may
Trustee invest in securities (including stock or rights to acquire stock) or
obligations issued by Company, other than a de minimis amount held in common
investment vehicles in which Trustee invests. All rights associated with assets
of the Trust shall be exercised by Trustee or the person designated by Trustee.
and shall in no event be exercisable by or rest with Plan participants.

Section 6. DISPOSITION OF INCOME.

During the term of this Trust, all income received by the Trust, net of
expenses and taxes. shall be accumulated and reinvested.

Section 7. ACCOUNTING BY TRUSTEE.

Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in writing between
Company and Trustee. Within 60 days following the close of each calendar year
and within 30 days after the removal or resignation of Trustee, Trustee shall
deliver to Company a written account of its administration of the Trust during
such year or during the period from the close of the last preceding year to the
date of such removal or resignation, setting forth all investments, receipts,
disbursements and other transactions effected by it, including a description of
all securities and investments purchased and sold with the cost or net proceeds
of such purchases or sales (accrued interest paid or receivable being shown
separately), and showing all cash, securities and other property held in the
Trust at the end of such year or as of the date of such removal or resignation,
as the case may be.

Section 8. RESPONSIBILITY OF TRUSTEE.

(a) Trustee shall act with the care, skill, prudence and diligence under
the circumstances then prevailing that a prudent person acting in like capacity
and familiar with such matters would use in the conduct of an enterprise of a
like character and with like aims, provided, however, that

<PAGE>

Trustee shall incur no liability to any person for any action taken pursuant to
a direction, request or approval given by Company which is contemplated by, and
in conformity with, the terms of the Plan or this Trust and is given in writing
by Company. In the event of a dispute between Company and a party, Trustee may
apply to a court of competent jurisdiction to resolve the dispute.

(b) If Trustee undertakes or defends any litigation arising in connection
with this Trust. Company agrees to indemnify Trustee against Trustee's costs,
expenses and liabilities (including, without limitation, attorneys' fees and
expenses) relating thereto and to be primarily liable for such payments. If
Company does not pay such costs, expenses and liabilities in a reasonably timely
manner, Trustee may obtain payment from the Trust.

(c) Trustee may consult with legal counsel (who may also be counsel for
Company generally) with respect to any of its duties or obligations hereunder.

(d) Trustee may hire agents, accountants, actuaries, investment advisors,
financial consultants or other professionals to assist it in performing any of
its duties or obligations hereunder.

(e) Trustee shall have, without exclusion, all powers conferred on Trustees
by applicable law, unless expressly provided otherwise herein, provided,
however, that if an insurance policy is held as an asset of the Trust, Trustee
shall have no power to name a beneficiary of the policy other than the Trust, to
assign the policy (as distinct from conversion of the policy to a different
form) other than to a successor Trustee, or to loan to any person the proceeds
of any borrowing against such policy.

(f) However, notwithstanding the provisions of Section 8(e) above, Trustee
may loan to Company the proceeds of any borrowing against an insurance policy
held as an asset of the Trust.

(g) Notwithstanding any powers granted to Trustee pursuant to this Trust
Agreement or to applicable law, Trustee shall not have any power that could give
this Trust the objective of carrying on a business and dividing the gains
therefrom, within the meaning of Section 301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Section 9. COMPENSATION AND EXPENSES OF TRUSTEE.

Company shall pay all administrative and Trustees' fees and expenses.

Section 10. RESIGNATION AND REMOVAL OF TRUSTEE.

(a) Either Trustee may resign at any time by written notice to Company,
which shall be effective 30 days after receipt of such notice unless Company and
Trustee agree otherwise. The individual Trustee is serving by virtue of his
office as Chairman of the Board of Directors of Company, and accordingly upon
the election or appointment of a person other than that person

<PAGE>

named herein as individual Trustee, the newly elected or appointed Chairman of
the Board of Directors of Company shall become individual co-Trustee hereunder
without the necessity of any further act. Nevertheless, under no circumstances
shall any employee of Company become individual co-Trustee hereunder, and in the
event any employee of Company shall be elected or appointed as Chairman of the
Board of Directors of Company, the individual co-Trustee hereunder shall be the
highest ranking non-employee director of Company.

(b) The corporate Trustee may be removed by Company on 30 days notice or
upon shorter notice accepted by corporate Trustee.

(c) Upon resignation or removal of either the individual or corporate
co-Trustee and appointment of a successor Trustee, all assets shall subsequently
be transferred to the successor Trustee. The transfer shall be completed within
30 days after receipt of notice of resignation, removal or transfer, unless
Company extends the time limit.

(d) If Trustee resigns or is removed, a successor shall be appointed, in
accordance with Section 11 hereof, by the effective date of resignation or
removal under paragraphs (a) or (b) of this section. If no such appointment has
been made, Trustee may apply to a court of competent jurisdiction for
appointment of a successor or for instructions. All expenses of Trustee in
connection with the proceeding shall be allowed as administrative expenses of
the Trust.

Section 11. APPOINTMENT OF SUCCESSOR.

(a) If the corporate Trustee resigns or is removed in accordance with
Section 10(a) or (b) hereof, Company may appoint any third party professional
fiduciary such as a Bank Trust Department or other party that may be granted
Corporate Trustee powers under state law, as a successor to serve with the
individual co-Trustee and replace the corporate Trustee upon resignation or
removal. The appointment shall be effective when accepted in writing by the new
corporate Trustee, who shall have all of the rights and powers of the former
corporate Trustee, including ownership rights in the Trust assets. The former
corporate Trustee shall execute any instrument necessary or reasonably requested
by Company or the successor corporate Trustee to evidence the transfer.

Section 12. AMENDMENT OR TERMINATION.

(a) The provisions of this Trust Agreement dealing with the investment of
trust property and the resignation and removal of Trustee (Sections 5, 9, 10, &
11) may be amended by a written instrument executed by Trustee and Company but
no amendment shall conflict with the terms of the Plan.

(b) The Trust shall not terminate until the date on which Plan participants
and their beneficiaries are no longer entitled to benefits pursuant to the terms
of the Plan. Upon termination of the Trust any assets remaining in the Trust
shall be returned to Company.

<PAGE>

Section 13. MISCELLANEOUS.

(a) Any provision of this Trust Agreement prohibited by law shall be
ineffective to the extent of any such prohibition, without invalidating the
remaining provisions hereof.

(b) Benefits payable to Plan participants and their beneficiaries under
this Trust Agreement may not be anticipated, assigned (either at law or in
equity), alienated, pledged, encumbered or subjected to attachment, garnishment,
levy, execution or other legal or equitable process.

Section 14. EFFECTIVE DATE.

The effective date of this Trust Agreement shall be ___________________,
1996.

<PAGE>

IN WITNESS WHEREOF the parties have caused this Deferred Compensation Plan
Trust to be executed as of the date first above written.

BELMONT BANCORP.,
an Ohio corporation,
(CORPORATE SEAL)

ATTEST: --------------------------------------
Its Vice President

- -------------------------
Its Secretary

TRUSTEES:

BELMONT NATIONAL BANK,
a national banking corporation,
(CORPORATE SEAL)

--------------------------------------
Its Senior Trust Officer

--------------------------------------
Chairman of the Board
BELMONT BANCORP.

EXHIBIT 10.3

BELMONT NATIONAL BANK
EXECUTIVE INCENTIVE CASH AGREEMENT

THIS AGREEMENT is made this 2nd day of January, 1998, by and between the
BELMONT NATIONAL BANK, a national banking association located in St.
Clairsville, Ohio (the "Company"), and ______________________________ (the
"Executive").

INTRODUCTION

To encourage the Executive to remain an employee of the Company, the
Company is willing to provide to the Executive a cash bonus opportunity.

AGREEMENT

The Executive and the Company agree as follows:

Article I
Definitions

1.1 Definitions. Whenever used in this Agreement, the following words and
phrases shall have the meanings specified:

1.1.1 "Disability" means, if the Executive is covered by a
Company-sponsored disability insurance policy, total disability as defined
in such policy without regard to any waiting period. If the Executive is
not covered by such a policy, Disability means the Executive suffering a
sickness, accident or injury which, in the judgment of a physician
satisfactory to the Company, prevents the Executive from performing
substantially all of the Executive's normal duties for the Company. As a
condition to any benefits, the Company

<PAGE>

may require the Executive to submit to such physical or mental evaluations
and tests as the Company's Board of Directors deems appropriate.

1.1.2 "Normal Retirement Age" means the Executive's 65 birthday.

1.1.3 "Normal Retirement Date" means the later of the Executive's
Termination of Employment or the Executive's Normal Retirement Age.

1.1.4 "Peer Group ROE" means the ROE of a peer group of banks as
defined in the SNL Executive Compensation Review (published by SNL
Securities LC). The peer group to be the national ROE based on asset size
category.

1.1.5 "Return On Equity or ROE" means the Company's after tax net
income at the end of the most recent fiscal year, adjusted for
Extraordinary Items, divided by the Company's average equity for the fiscal
year.

1.1.6 "Termination of Employment" means the Executive ceasing to be
employed by the Company for any reason whatsoever, voluntary or
involuntary, other than by reason of an approved leave of absence.

1.1.7 "Change of Control" means the Executive's Termination of
Employment for reasons other than death, disability, retirement, or
substantially diminished duties of the Executive, within twelve (12) months
of the acquisition, directly or indirectly, by any "person" (as such term
is defined for purposes of Section 13(d) and 14(d) of the Securities
Exchange Act of 1934 ("Exchange Act")) of the beneficial ownership (as such
term is defined for purposes of Section 13(d)(1) of the Exchange Act) of
the shares of the Company which, when added to the other shares the
beneficial ownership of which is held by such acquiror, shall result in
such acquiror owning more than forty percent (40%) of the combined

<PAGE>

voting power of the Company's then outstanding voting securities. Not
included in the foregoing is an acquisition of such shares by:

(a) the Company or any subsidiary or affiliate of the Company; or

(b) any person (as defined above) who on the date of this Agreement
is a director of the Company or whose share or stock therein are
treated as beneficially owned (as defined in Rule 13d-3 of the
Exchange Act) by any such director.

Article 2
Cash Bonus

2.1 Incentive Award. The Return On Equity ('ROE-) determined as of December
31 of each Plan Year shall determine the Executive's Cash Bonus Award
Percentage, in accordance with the following chart:

If the Company's ROE
is greater or equal to
the Peer Grout) ROE by: and less than Cash Bonus Award Percentage
----------------------- ------------- ---------------------------

0% 10% 0%
10% 20% 7.50%
20% 30% 10.00%
30% 40% 12.50%
40% 50% 15.00%
50% 60% 17.50%
60% 70% 20.00%
70% 80% 25.00%
80% 90% 30.00%
90% 100% 35.00%
100% -- 40.00%

* Average Peer Group ROE as reported by SNL Securities.

<PAGE>

The above chart is specifically subject to change at the sole discretion of
the Company's Board of Directors. The Cash Award is calculated annually by
taking the Executive's base salary for the year in which the ROE was determined
and multiplying it by the Cash Bonus Award Percentage.

Article 3
Payment of Benefits

3.1 Cash Bonus Award. If the Executive is employed by the Company on
December 31 of the Plan Year, the Company will pay the Executive 90% of his Cash
Bonus Award based on third quarter Peer Group ROE as reported by SNL Securities.
Such payment will be made within 30 days after December 31 of the Plan Year. The
remaining portion of the Executive's Cash Bonus Award based on year end Peer
Group ROE results for the Plan Year will be paid to the Executive within 30 days
of the Company's receipt of said information.

3.2 Disability Benefit. Only for purposes of this Agreement, upon the
Executive's Termination of Employment during the Plan Year due to Disability,
the Executive shall be treated as if he was employed on December 31st of the
Plan Year and the Company shall pay to the Executive his Cash Bonus Award.

3.3 Change of Control Benefit. Only for purposes of this Agreement, upon a
Change of Control during the Plan Year, the Executive shall be treated as if he
was employed on December 31st of the Plan Year and the Company shall pay to the
Executive his Cash Bonus Award.

3.4 Death During Active Employment. If the Executive dies during the Plan
Year while in the active Employment of the Company, the Company shall pay to the
Executive's beneficiary the benefit described in this Section 3.4.

<PAGE>

3.4.1 Amount of Benefit. The benefit under Section 3.4 is the Cash
Bonus Award calculated as if the Executive were employed on December 31st
of the Plan Year in which death occurred and as if the Executive was paid
his entire salary for the Plan Year in which death occurred.

3.4.2 Payment of Benefit. The Company shall pay the benefit to the
Executive's beneficiary in the form of a lump sum payable within 90 days of
the end of the Plan Year.

Article 4
Beneficiaries

4.1 Beneficiary Designations. The Executive shall designate a beneficiary
by filing a written designation with the Company. The Executive may revoke or
modify the designation at any time by filing a new designation. However,
designations will only be effective if signed by the Executive and accepted by
the Company during the Executive's lifetime. The Executive's beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases
the Executive, or if the Executive names a spouse as beneficiary and the
marriage is subsequently dissolved. If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's estate.

4.2 Facility of Payment. If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition of
his or her property, the Company may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incompetent
person or incapable person. The Company may require proof of incompetence,
minority or guardianship as it may deem appropriate prior to distribution of the
benefit. Such distribution shall completely discharge the Company from all
liability with respect to such benefit.

Article 5
General Limitations

<PAGE>

Notwithstanding any provision of this Agreement to the contrary, the
Company shall not pay any benefit under this Agreement:

5.1 Excess Parachute Payment. To the extent the benefit would create an
excise under the parachute payment rules under Section 280G of the Code.

5.2 Termination for Cause. If the Company terminates the Executive's
Employment for:

5.2.1 Gross negligence or gross neglect of duties;

5.2.2 Commission of a felony or of a gross misdemeanor involving moral
turpitude; or

5.2.3 Fraud, disloyalty, dishonesty or willful violation of any law or
significant Company policy committed in connection with the Executive's
Employment.

Article 6
Claims and Review Procedures

6.1 Claims Procedure. The Company shall notify the Executive, the
Executive's beneficiary, or any other party who claims a right to an interest
under the Agreement (the "Claimant") in writing, within ninety (90) days of his
or her written application for benefits, of his or her eligibility or
ineligibility for benefits under the Agreement. If the Company determines that
the Claimant is not eligible for benefits or full benefits, the notice shall set
forth (1) the specific reasons for such denial, (2) a specific reference to the
provisions of the Agreement on which the denial is based, (3) a description of
any additional information or material necessary for the Claimant to perfect his
or her claim, and a description of why it is needed, and (4) an explanation of
the Agreement's claims review procedure and other appropriate information as to
the steps to be taken

<PAGE>

if the Claimant wishes to have the claim reviewed. If the Company determines
that there are special circumstances requiring additional time to make a
decision, the Company shall notify the Claimant of the special circumstances and
the date by which a decision is expected to be made, and may extend the time for
up to an additional ninety-day period.

Article 7
Amendments and Termination

This Agreement may be amended or terminated at the sole discretion of the
Board of Directors of the Company. The Board of Directors must give the
Executive written notice prior to the date the Cash Bonus Award is payable under
this Agreement.

Article 8
Miscellaneous

8.1 Binding Effect. This Agreement shall bind the Executive and the
Company, and their beneficiaries, survivors, executors, administrators and
transferees.

8.2 No Guarantee of Employment. This Agreement is not an employment policy
or contract. It does not give the Executive the right to remain an employee of
the Company, nor does it interfere with the Company's right to discharge the
Executive. It also does not require the Executive to remain an employee nor
interfere with the Executive's right to terminate employment at any time.

8.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.

8.4 Tax Withholding. The Company shall withhold any taxes that are required
to be withheld from the benefits provided under this Agreement.

<PAGE>

8.5 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of the State of Ohio, except to the extent preempted by the
laws of the United States of America.

8.6 Entire Agreement. This Agreement is the entire agreement between the
parties and it contains all of the covenants and agreements between the
Executive and the Company.

8.7 Administration. The Company shall have powers which are necessary to
administer this Agreement, including but not limited to:

8.7.1 Interpreting the provisions of the Agreement;

8.7.2 Establishing and revising the method of accounting for the
Agreement;

8.7.3 Maintaining a record of benefit payments;

8.7.4 Establishing rules and prescribing any forms necessary or
desirable to administer the Agreement.

IN WITNESS WHEREOF, the Executive and a duly authorized Company officer
have signed this Agreement.

EXECUTIVE: COMPANY:

Belmont National Bank

By:
- ------------------------- ---------------------------------
Title:

<PAGE>

BELMONT NATIONAL BANK
EXECUTIVE INCENTIVE CASH AGREEMENT
BENEFICIARY DESIGNATION

I designate the following as beneficiary of any death benefits under Belmont
National Bank Executive incentive Cash Agreement:

Primary:

Contingent:

Note: To name a trust as beneficiary, please provide the name of the
trustee(s) and the exact name and date of the trust agreement.

I understand that I may change these beneficiary designations by filing a new
written designation with the Company. I further understand that the designations
will be automatically revoked if the beneficiary predeceases me, or, if I have
named my spouse as beneficiary, in the event of the dissolution of our marriage.

Signature:__________________

Date:

Accepted by the Company this ____ day of ________________, 19__.

By:_________________________
Title:

EXHIBIT 10.4

BELMONT NATIONAL BANK

EXECUTIVE PHANTOM STOCK AGREEMENT

THIS AGREEMENT is made this____ day of____________, 19__, by and between
the BELMONT NATIONAL BANK, a national banking association located in St.
Clairsville, Ohio (the "Company"), and ____________________________ (the
"Executive").

INTRODUCTION

WITNESSETH:

WHEREAS, the Executive is in the employ of the Company, serving as its
__________________________; and

WHEREAS, the experience, knowledge of the affairs of the Company, and
reputation and contacts in the industry of the Executive are so valuable that
assurance of the Executive's continued service is essential for the future
growth and profits of the Company, and it is in the best interest of the Company
to arrange terms of continued employment for the Executive so as to reasonably
assure the Executive's remaining in the Company's employment during the
Executive's lifetime or until the age of retirement; and

WHEREAS, it is the desire of the Company that the Executive's services be
retained as herein provided; and

WHEREAS, the Executive is willing to continue in the employ of the Company
provided the Company agrees to pay to the Executive or the Executive's
beneficiaries certain benefits in accordance with the terms and conditions
hereinafter set forth.

<PAGE>

NOW, THEREFORE, in consideration of the services to be performed in the
future, as well as the mutual promises and covenants herein contained, it is
agreed as follows:

AGREEMENT

The Executive and the Company agree as follows:

Article I
Definitions

1.1 Definitions. Whenever used in this Agreement, the following words and
phrases shall have the meanings specified:

1.1.1 "Change of Control" means the Executive's Termination of
Employment for reasons other than death, disability, retirement, or
substantially diminished duties of the Executive, within twelve (12) months
of the acquisition, directly or indirectly, by any "person" (as such term
is defined for purposes of Section 13(d) and 14(d) of the Securities
Exchange Act of 1934 ("Exchange Act")) of the beneficial ownership (as such
term is defined for purposes of Section 13(d)(1) of the Exchange Act) of
the shares of the Company which, when added to the other shares the
beneficial ownership of which is held by such acquiror, shall result in
such acquiror owning more than forty percent (40%) of the combined voting
power of the Company's then outstanding voting securities. Not included in
the foregoing is an acquisition of such shares by:

(a) the Company or any subsidiary or affiliate of the Company; or

(b) any person (as defined above) who on the date of this Agreement is a
director of the Company or whose shares or stock therein are treated
as beneficially owned (as defined in Rule 13d-3 of the Exchange Act)
by any such director.

<PAGE>

1.1.1 "Code" means the Internal Revenue Code of 1986, as amended.

1.1.2 "Common Stock" means the common stock of the Company that has
the greatest voting rights.

1.1.3 "Common Stock Fair Market Value" means the value of the
Company's stock as traded on a public stock exchange.

1.1.4 "Disability" means, if the Executive is covered by a
Company-sponsored disability insurance policy, total disability as defined
in such policy without regard to any waiting period. If the Executive is
not covered by such a policy, Disability means the Executive suffering a
sickness, accident or injury which, in the judgment of a physician
satisfactory to the Company, prevents the Executive from performing
substantially all of the Executive's normal duties for the Company. As a
condition to any benefits the Company may require the Executive to submit
to such physical or mental evaluations and tests as the Company's Board of
Directors deems appropriate.

1.1.5 "Dividends" means the quarterly per share dividend paid by the
Company to common shareholders multiplied by the number of shares in the
phantom stock account as of the dividend payment date.

1.1.6 "Dividend Payment Date" means the date that dividends are paid
by the Company to common shareholders.

1.1.7 "Early Retirement Age" means the Executive's 60th birthday.

1.1.8 "Extraordinary Items" means those items of the Company which are
recognized by Generally Accepted Accounting Principles as extraordinary,
that substantially

<PAGE>

affect shareholder equity and/or the Company's assets. Examples of such
items are stock redemptions, mergers, acquisitions, stock splits and other
items of that nature.

1.1.9 "Normal Retirement Age" means the Executive's 65th birthday.

1.1.10 "Normal Retirement Date" means the later of the Executive's
Termination of Employment or the Executive's Normal Retirement Age.

1.1.11 "Peer Group ROE" means the ROE of a peer group of banks as
defined in the SNL Executive Compensation Review (published by SNL
Securities LC). The peer group to be the national ROE based on asset size
category.

1.1.12 "Return On Equity" means the Company's after tax net income at
the end of the most recent fiscal year, adjusted for Extraordinary Items,
divided by the Company's average equity for the fiscal year.

1.1.13 "Termination of Employment" means the Executive ceasing to be
employed by the Company for any reason whatsoever, voluntary or
involuntary, other than by reason of an approved leave of absence.

1.1.14 "Valuation Date" means the last day of the Plan Year.

Article 2
Phantom Stock Award

2.1 Phantom Stock Award. The Return On Equity ("ROE") determined as of
December 31 of each Plan Year shall determine the Executive's Phantom Stock
Award Percentage, in accordance with the following chart:

<PAGE>

If the Company's ROE
is greater or equal to Phantom Stock
the Peer Group ROE by: and less than Award Percentage
---------------------- ------------- ----------------

0% 10% 0%
10% 20% 7.50%
20% 30% 10.00%
30% 40% 12.50%
40% 50% 15.00%
50% 60% 17.50%
60% 70% 20.00%
70% 80% 25.00%
80% 90% 30.00%
90% 100% 35.00%
100% -- 40.00%

* Average Peer Group ROE as reported by SNL Securities.

The above chart is specifically subject to change at the sole discretion of
the Company's Board of Directors.

2.2 Phantom Stock Credit. On March 31 of each Plan Year, the Company shall
credit the Phantom Stock Account with the Phantom Stock Award which shall be
recorded in accordance with Article 3 of this Agreement. The Executive's annual
"Phantom Stock Award" shall be declared within 90 days of December 31 of each
Plan Year commencing with the Plan Year ending on December 31, 1997.

Article 3
Phantom Stock Account

3.1 Establishing and Crediting. The Company shall establish a "Phantom
Stock Account" on its books for the Executive, and shall credit to the Phantom
Stock Account the following amounts:

<PAGE>

3.1.2 Phantom Stock Awards. The Executive must be employed on the
Valuation Date to be eligible for a Phantom Stock Award. Each annual
Phantom Stock Award is calculated by:

(1) determining a dollar amount by multiplying the Executive's
current annual base salary on the Valuation Date by the Phantom
Stock Award Percentage (see Section 2.1 of this Agreement); and

(2) converting the dollar amount determined in (1) to shares of
Phantom Stock. One share of Phantom Stock shall be the equivalent
in value to one share of the Company's Common Stock.

For example, if the 1998 Plan Year produces a Company ROE of 26%
greater than the Company's peer group, then the Phantom Stock Award
percentage is 10% (see Section 2.1). If it is assumed that the Executive's
current annual base salary in effect at December 31, 1998 is $80,000 then
the dollar amount of the Phantom Stock Award is $8,000 ($80,000 times 10%).
If it is assumed that one share of the Company's Common Stock is worth $50
on December 31, 1998, then the shares of Stock credited to the Phantom
Stock Account would be 160 ($8,000 divided by $50).

3.1.5 Dividends and Extraordinary Items. On the Dividend Payment Date,
the shares of Phantom Stock in the Phantom Stock Account shall be increased
by the amount of Dividends, (as defined in Section 1.1.5), divided by the
Common Stock Fair Market Value as of the Dividend Payment Date. For
example, assume the Executive's Phantom Stock Account contains 100 shares
of Phantom Stock immediately prior to the payment of Company's quarterly
common cash dividend, the quarterly cash dividend is $0.20 per share and
the Common Stock Fair Market Value is $20.00. On the dividend payment date,
the Executive's Phantom Stock Account shall be credited with one (1) share
of Phantom Stock.

<PAGE>

Extraordinary items such as stock splits, reverse splits, or stock
dividends shall increase or decrease the share in the Phantom Stock Account
Balance as of the date that such item is paid to or redeemed by common
shareholders. For example, if it is assumed that the Executive's Phantom
Stock Account contains 100 shares of Phantom Stock as of July 1, the date
that a 20% stock redemption is effected by the Company, the Executive's
Phantom Stock Account will be reduced by 20% to 80 shares of Phantom Stock
[100 minus (100 times 20%)] as of that date. Conversely, if it is assumed
that the facts are the same except that instead of a redemption, the
Company declares a stock dividend of 20%, the Executive's Phantom Stock
Account will be increased by 20 shares to a total of 120 shares of Phantom
Stock (100 shares times 1.20) on July 1. The adjustment to the Phantom
Stock Account is made to all of the shares of Phantom Stock without regard
to vested amounts.

3.1.6 Interest. No interest shall be credited on the Phantom Stock
Account at any time. The value of the Phantom Stock Account shall be solely
dependent on the appreciation and depreciation of the Common Stock.

3.2 Phantom Stock Account Value. The Phantom Stock Account shall be valued
not less than annually by multiplying the number of Phantom Shares by the Common
Stock Fair Market Value. The annual valuation date shall be December 31 of each
Plan Year.

3.3 Hardship. If an unforeseeable financial emergency arising from the
death of a family member, divorce, sickness, injury, catastrophe or similar
event outside the control of the Executive occurs, the Executive, by written
instructions to the Company may petition the Company to distribute Phantom Stock
Account under this Agreement, pursuant to Section 4.6.

3.4 Statement of Accounts. The Company shall provide to the Executive by
April 1 of each plan year this Agreement is in effect, a statement setting forth
the Phantom Stock Account balance.

<PAGE>

3.5 Accounting Device Only. The Phantom Stock Account is solely a device
for measuring amounts to be paid under this Agreement. The Phantom Stock Account
is not a trust fund of any kind. The Executive is a general unsecured creditor
of the Company for the payment of benefits. The benefits represent the mere
Company promise to pay such benefits. The Executive's rights are not subject in
any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by the Executive's creditors.

Article 4
Lifetime Benefits

4.1 Normal Retirement Benefit. If the Executive terminates employment on or
after the Normal Retirement Age for reasons other than death, the Company shall
pay to the Executive the benefit described in this Section 4.1 in lieu of any
other benefit under this Agreement.

4.1.1 Amount of Benefit. The benefit under this Section 4.1 is the
Phantom Stock Account balance for the Plan Year ending on or immediately
prior to the Executive's Normal Retirement Date.

4.1.2 Payment of Benefit. The Company shall pay the benefit to the
Executive in the form of an annuity payable in 180 equal monthly
installments commencing on the first day of the month following the
Executive's Normal Retirement Date. Interest shall be credited to the
unpaid balance of the benefit amount at an annual rate of 8.0%, compounded
monthly, during the applicable installment period.

4.2 Early Retirement Benefit. Upon Termination of Employment before the
Normal Retirement Age, but on or after the Executive has attained the Early
Retirement Age, for reasons other than death or Disability, the Company shall
pay to the Executive the benefit described in this Section 4.2 in lieu of any
other benefit under this Agreement.

<PAGE>

4.2.1 Amount of Benefit. The benefit under this Section 4.2 is the
Phantom Stock Account balance for the Plan Year ending on or immediately
prior to the date of the Executive's Termination of Employment.

4.2.2 Payment of Benefit. The Company shall pay the benefit to the
Executive in the form of a fixed annuity payable in 180 equal monthly
installments commencing on the first day of the month following the
Executive's Termination of Employment. Interest shall be credited on the
unpaid balance of the benefit amount at an annual rate of 8.0%, compounded
monthly, during the applicable installment period.

4.3 Early Termination Benefit. Upon Termination of Employment before the
Early Retirement Age, for reasons other than death or Disability, the Company
shall pay to the Executive the benefit described in this Section 4.3 in lieu of
any other benefit under this Agreement.

4.3.1 Amount of Benefit. The benefit under this Section 4.3 is
determined by a formula based on the shares in the Phantom Stock Account
balance on the Valuation Date, on or immediately prior to the date of the
Executive's Termination of Employment. The number of shares as of such
Valuation Date shall be divided by 5. For the initial Valuation Date and
the following 4 consecutive Valuation Dates 115 of the shares of Phantom
Stock in the Executive's Phantom Stock Account shall be valued to determine
the benefit. Each annual benefit shall be divided by 12 to determine the
monthly benefit payment.

For example, if the number of shares which have been credited to the
Executive's account equals 100 shares on the date of the Executive's
Termination of Employment, then for the first year commencing on the first
day of the month following the Executive's Termination of Employment the
benefit shall equal 20 shares times the Common Stock Fair Market Value as
of the Valuation Date on or immediately prior to the Executive's
Termination of Employment. The second year's benefit shall equal 20 shares
times the

<PAGE>

Common Stock Fair Market Value as of the Valuation Date following the
Valuation Date on or immediately prior to the Executive's Termination of
Employment and so forth.

4.3.2 Payment of Benefit. The Company shall pay the monthly benefit
amounts determined in this Section 4.3 to the Executive over 60 consecutive
months.

4.4 Disability Benefit. If the Executive terminates Employment for
Disability prior to the Normal Retirement Age, the Company shall pay to the
Executive the benefit described in this Section 4.4 in lieu of any other benefit
under, this Agreement.

4.4.1 Amount of Benefit. The benefit under this Section 4.4 is the
Phantom Stock Account balance for the Plan Year ending on or immediately
prior to the date of the Executive's Termination of Employment.

4.4.2 Payment of Benefit. The Company shall pay the benefit to the
Executive in the form of a fixed annuity payable in 180 equal monthly
installments commencing on the first day of the month following the
Executive's Termination of Employment. Interest shall be credited on the
unpaid balance of the benefit amount at an annual rate of 8.0%, compounded
monthly, during the applicable installment period.

4.5 Change of Control Benefit. Upon a Change of Control, the Company shall
pay to the Executive the benefit described in this Section 4.5 in lieu of any
other benefit under this Agreement.

4.5.1 Amount of Benefit. The benefit under this Section 4.5 is the
Phantom Stock Account Balance for the Plan Year ending on or immediately
prior to the date of the Executive's Termination of Employment.

<PAGE>

4.5.2 Payment of Benefit. The Company shall pay the benefit to the
Executive in a lump sum which is to be paid within 60 days following the
Executive's Termination of Employment.

4.6 Hardship Distribution. Upon the Company's determination (following
petition by the Executive) that the Executive has suffered an unforeseeable
financial emergency as described in Section 3.3, the Company shall distribute to
the Executive all or a portion of the Phantom Stock Account balance as
determined by the Company, but in no event shall the distribution be greater
than is necessary to relieve the financial hardship.

Article 5
Death Benefits

5.1 Death During Active Employment. If the Executive dies while in the
active Employment of the Company, the Company shall pay to the Executive's
beneficiary the benefit described in this Section 5. 1.

5.1.1 Amount of Benefit. The benefit under Section 5.1 is the greater
of the Phantom Stock Account balance or $ 1,129,885.

5.1.2 Payment of Benefit. The Company shall pay the benefit to the
Executive's

Article 7
General Limitations

Notwithstanding any provision of this Agreement to the contrary, the
Company shall not pay any benefit under this Agreement:

<PAGE>

7.1 Excess Parachute Payment. To the extent the benefit would create an
excise tax under the parachute payment rules under Section 280G of the Code.

7.2 Termination for Cause. If the Company terminates the Executive's
Employment for:

7.2.1 Gross negligence or gross neglect of duties;

7.2.2 Commission of a felony or of a gross misdemeanor involving moral
turpitude; or

7.2.3 Fraud, disloyalty, dishonesty or willful violation of any law or
significant Company policy committed in connection with the Executive's
employment.

7.3 Suicide or Material Misstatement. If the Executive commits suicide
within two years after the date of this Agreement, or if the Executive has made
any material misstatement of fact on any application for life insurance
purchased by the Company.

Article 8
Claims and Review Procedures

8.1 Claims Procedure. The Company shall notify the Executive, the
Executive's beneficiary, or any other party who claims a right to an interest
under the Agreement (the "Claimant") in writing, within ninety (90) days of his
or her written application for benefits, of his or her eligibility or
ineligibility for benefits under the Agreement. If the Company determines that
the Claimant is not eligible for benefits or full benefits, the notice shall set
forth (1) the specific reasons for such denial, (2) a specific reference to the
provisions of the Agreement on which the denial is based, (3) a description of
any additional information or material necessary for the Claimant to perfect his
or her claim, and a description of why it is needed, and (4) an explanation of
the Agreement's claims review procedure and other appropriate information as to
the steps to be taken

<PAGE>

8.2 Review Procedure. If the Claimant is determined by the Company not to
be eligible for benefits, or if the Claimant believes that he or she is entitled
to greater or different benefits, the Claimant shall have the opportunity to
have such claim reviewed by the Company by filing a petition for review with the
Company within sixty (60) days after receipt of the notice issued by the
Company. Said petition shall state the specific reasons which the Claimant
believes entitle him or her to benefits or to greater or different benefits.
Within sixty (60) days after receipt by the Company of the petition, the Company
shall afford the Claimant (and counsel, if any) an opportunity to present his or
her position to the Company orally or in writing, and the Claimant (or counsel)
shall have the right to review the pertinent documents. The Company shall notify
the Claimant of its decision in writing within the sixty-day period, stating
specifically the basis of its decision, written in a manner calculated to be
understood by the Claimant and the specific provisions of the Agreement on which
the decision is based. If, because of the need for a hearing, the sixty-day
period is not sufficient, the decision may be deferred for up to another
sixty-day period at the election of the Company, but notice of this deferral
shall be given to the Claimant.

Article 9
Amendments and Termination

This Agreement may be amended or terminated only by a written agreement
signed by the Company and the Executive except that the Company, in its sole
discretion, may amend or terminate this Agreement at any time if, pursuant to
legislative, judicial or regulatory action, continuation of the Agreement would
(i) cause benefits to be taxable to the Executive prior to actual receipt, or
(ii) result in significant financial penalties or other significantly
detrimental ramifications to the Company (other than the financial impact of
paying the benefits). In the event of any termination,

<PAGE>

the Executive shall be treated as if the date of termination of the Agreement
were on his or her date of Termination of Employment under Section 4.2.

Article 10
Miscellaneous

10.1 Binding Effect. This Agreement shall bind the Executive and the
Company, and their beneficiaries, survivors, executors, administrators and
transferees.

10.2 No Guarantee of Employment. This Agreement is not an employment policy
or contract. It does not give the Executive the right to remain an employee of
the Company, nor does it interfere with the Company's right to discharge the
Executive. It also does not require the Executive to remain an employee nor
interfere with the Executive's right to terminate employment at any time.

10.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.

10.4 Tax Withholding. The Company shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.

10.5 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of the State of Ohio, except to the extent preempted by the
laws of the United States of America.

10.6 Unfunded Arrangement. The Executive and beneficiary are general
unsecured creditors of the Company for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Company to pay such
benefits. The rights to benefits are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or

<PAGE>

garnishment by creditors. Any insurance on the Executive's life is a general
asset of the Company to which the Executive and beneficiary have no preferred or
secured claim.

10.7 Reorganization. The Company shall not merge or consolidate into or
with another company, or reorganize, or sell substantially all of its assets to
another company, firm, or person unless such succeeding or continuing company,
firm, or person agrees to assume and discharge the obligations of the Company
under this Agreement. Upon the occurrence of such event, the term "Company" as
used in this Agreement shall be deemed to refer to the successor or survivor
company.

10.8 Entire Agreement. This Agreement is the entire agreement between the
parties and it contains all of the covenants and agreements between the
Executive and the Company.

10.9 Administration. The Company shall have powers which are necessary to
administer this Agreement, including but not limited to:

10.9.10 Interpreting the provisions of the Agreement;

10.9.11 Establishing and revising the method of accounting for the
Agreement;

10.9.12 Maintaining a record of benefit payments;

10.9.13 Establishing rules and prescribing any forms necessary or
desirable to administer the Agreement.

10.10 Named Fiduciary. For purposes of the Employee Retirement Income
Security Act of 1974, if applicable, the Company shall be the named fiduciary
under this Agreement.

IN WITNESS WHEREOF, the Executive and a duly authorized Company officer
have signed this Agreement.

<PAGE>

EXECUTIVE: COMPANY:

Belmont National Bank

- ---------------- By:
-----------------------
Title :

<PAGE>

BELMONT NATIONAL BANK
EXECUTIVE INCENTIVE CASH AGREEMENT
BENEFICIARY DESIGNATION

I designate the following as beneficiary of any death benefits under Belmont
National Bank Executive incentive Cash Agreement:

Primary:

Contingent:

Note: To name a trust as beneficiary, please provide the name of the trustee(s)
and the exact name and date of the trust agreement.

Signature

Date

Accepted by the Company this ____ day of __________________, 19__.

Title

EXHIBIT 10.5

SUPPLEMENTAL RETIREMENT PLAN

THIS AGREEMENT made this ____ day of ________, 19__, by and between BELMONT
BANCORP., an Ohio corporation (hereafter the "Corporation"), and
______________________, residing in ____________________________________ (the
"Employee").

WHEREAS, the Corporation has employed and continues to employ the Employee
as its _____________________________; and

WHEREAS, the Corporation wishes to provide certain additional benefits to
supplement Employee's retirement funds so that Employee shall be free to
concentrate his efforts upon the business of the Corporation.

WITNESSETH THAT:

In consideration of the above premises and in further consideration of the
mutual promises contained herein, the parties hereto agree as follows:

1. During the term of his employment with the Corporation, Employee shall
devote all of his time, attention, skill and efforts to the performance of his
duties as President and Chief Executive Officer of the Corporation.

2. The Corporation acting by and through its Board of Directors (hereafter
called the "Board") shall annually establish the salary, benefits, duties and
goals for the Employee and in addition to the aforesaid remuneration shall
provide for the payment of supplemental retirement benefits as provided in
paragraph 5 herein, unless forfeited by the occurrence of any of the events of
forfeiture specified in paragraph 7, herein.

<PAGE>

3. (a) The Corporation shall credit to a book reserve account (the
"Supplemental Retirement Account") established for this purpose, the sum of
fourteen thousand dollars ($14,000.00) during 1994 and may, if approved by the
Board, deposit an additional amount of fourteen thousand dollars ($14,000.00)
during each of the years 1995, 1996, 1997, and 1998.

(b) Any amount so credited to the Supplemental Retirement Account shall
bear interest at a rate determined annually by the Corporation and may be kept
in cash or invested and reinvested in mutual funds, stocks, bonds, securities,
or any other assets as may be selected by the Board in its discretion. In the
exercise of the foregoing discretionary investment powers, the Board may
establish one or more trusts, engage investment counsel and, if it so desires,
may delegate to the trustee or investment counsel full or limited authority to
select the assets in which the funds are to be invested.

(c) The Employee agrees on behalf of himself and all others who may or
could derive a benefit from this Plan to assume all risk in connection with the
investment of the account in accordance with the provisions of this Agreement.

(d) Title to and beneficial ownership of any assets, whether cash or
investments which the Corporation may earmark to pay the supplemental retirement
benefits, shall at all times remain in the Corporation, and the Employee and his
designated beneficiary shall not have any property interest whatsoever in any
specific assets of the Corporation.

5. The benefits to be paid as supplemental retirement benefits (unless they
are forfeited by the occurrence of any of the events of forfeiture specified in
paragraph 7, below) are as follows:

(a) If the Employee's employment hereunder is terminated on or after
the Employee shall have reached the age of 65, the Corporation shall pay to
him in quarterly installments

<PAGE>

for each of ten (10) years following the date of his retirement the
greatest equal amount that can be withdrawn quarterly from the Supplemental
Retirement Account (with the account accruing interest of six percent per
annum) which will exhaust the Supplemental Retirement Account after forty
(40) payments; provided nevertheless that the amount payable to the
Employee hereunder shall not be greater than forty-three thousand dollars
($43,000.00) per annum. If the Employee should die on or after his 65th
birthday and before the forty (40) quarterly payments are made, the unpaid
balance will continue to be paid in quarterly installments for the
unexpired portion to his designated beneficiary in the same manner as set
forth above.

(b) If the Employee's employment hereunder is terminated for any
reason other than death and disability but before the Employee shall have
reached the age of 65, then the amount in the Supplemental Retirement
Account shall continue to be invested or held in cash as the Board in its
discretion may determine and no payments shall be made until the Employee
shall have reached the age of 65 at which time payments shall be made in
the same manner and to the same extent as set forth in paragraph 5(a),
above. If prior to reaching age 65 the Employee should die, or if prior to
reaching age 65 the Employee should become disabled, then payments shall be
made in the same manner and to the same extent as set forth in paragraph
5(c), below.

(c) If the Employee's employment is terminated because of disability
or death before he has reached the age of 65, and while he is in the employ
of the Corporation, then the Corporation shall make forty quarterly
payments to the Employee (in the event of his disability) or his designated
beneficiary (in the event of his death) in the same manner and to the same
extent as provided in paragraph 5(a), above.

<PAGE>

(d) If both the Employee and his designated beneficiary should die
before a total of forty (40) quarterly payments are made by the
Corporation, then the remaining value of the Deferred Compensation Account
shall be determined as of the date of the death of the designated
beneficiary and shall be paid as promptly as possible in one lump sum to
the estate of such designated beneficiary.

(e) Except if prohibited by law or the order of any court, the
beneficiary referred to in this paragraph may be designated or changed by
the Employee (without the consent of any prior beneficiary) on a form
provided by the Corporation and delivered to the Corporation before his
death. If no such beneficiary shall have been designated, or if no
designated beneficiary shall survive the Employee, the installment payments
payable under paragraph 5(c), above shall be payable to the Employee's
estate.

(f) The Employee shall be deemed to have become disabled for purposes
of paragraph 5(c), above if the Board shall find on the basis of medical
evidence satisfactory to the Board that the Employee is totally disabled,
mentally or physically, so as to be prevented from engaging in further
employment by the Corporation consistent with Employee's prior
responsibilities with the Corporation and that such disability will be
permanent and continuous during the remainder of his life.

(g) The Installment payments to be made to the Employee under
paragraphs 5(a) and 5(c), above shall commence on the first day of the
calendar quarter next following the date of the termination of his
employment, and the installment payments to be made to the Employee under
paragraph 5(b), above shall commence on the first day of the calendar
quarter next following the date on which the Employee shall have reached
the age of 65. The installment payments to be made to

<PAGE>

the designated beneficiary under the provisions of this paragraph 5 shall
commence on a date to be selected by the Corporation but within six months
subsequent to the date of death of the Employee.

(h) Notwithstanding anything herein contained to the contrary, the
Board shall have the right in its sole discretion to vary the manner and
time of making the installment distributions provided in this paragraph and
may make such distributions in lump sums or over a shorter or longer period
of time as it may find appropriate.

6. Nothing contained in this Agreement and no action taken pursuant to the
provisions of this Agreement shall create or be construed to create a trust of
any kind, or a fiduciary relationship between the Corporation and the Employee,
his designated beneficiary or any other person. Any funds which may be invested
under the provisions of this Agreement shall continue for all purposes to be a
part of the general funds of the Corporation and no person other than the
Corporation shall by virtue of the provisions of this Agreement have any
interest in such funds. To the extent that any person acquires a right to
receive payments from the Corporation under this agreement, such right shall be
no greater than the right of any unsecured general creditor of the Corporation.

7. Notwithstanding anything herein contained to the contrary, no payment of
any then unpaid installments of supplemental retirement benefits shall be made,
and all rights of the Employee, his designated beneficiary, executors or
administrators, or any other person, under this Agreement to receive payments
thereof shall be forfeited if any or all of the following events shall occur:

(i) After the Employee ceases to be employed by the Corporation he
shall fail or refuse to provide advice and counsel to the Corporation when
reasonably requested to do so.

<PAGE>

(ii) The Employee's employment is terminated for cause by the
Corporation which determination shall be made by the Board of Directors.

8. The right of the Employee or any other person to the payment of
supplemental retirement or other benefits under this Agreement shall not be
assigned, transferred, pledged or encumbered except by will or by the laws of
descent and distribution.

9. If the Board shall find that any person to whom any payment is payable
under this Agreement is unable to care for his affairs because of illness or
accident, or is a minor, any payment due (unless a prior claim therefor shall
have been made by a duly appointed guardian, committee or other legal
representative) may be paid to the spouse, a child, a parent, or a brother or
sister, or to any person deemed by the Board to have incurred expenses for such
person otherwise entitled to payment, in such manner and proportions as the
Board may determine. Any such payment shall be a complete discharge of the
liabilities of the Corporation under this agreement.

10. Nothing contained herein shall be construed as an employment contract
or in any way confer upon the Employee the right to continue in the employ of
the Corporation as an executive or in any other capacity.

11. Any supplemental retirement benefits payable under this Agreement shall
not be deemed salary or other compensation to the Employee for the purpose of
computing benefits to which he may be entitled under any pension plan or other
arrangement of the Corporation for the benefit of its employees.

12. The Board shall have full power and authority to interpret, construe
and administer this Agreement and the Board's interpretations and construction
thereof, and actions thereunder, including any valuation of the Supplemental
Retirement Account, or the amount or recipient of the

<PAGE>

payment to be made therefrom, shall be binding and conclusive on all persons for
all purposes. The Board shall further have the authority to amend this
Supplemental Retirement Plan; provided that no such amendment shall restrict or
eliminate the benefit provided to Employee hereunder. No member of the Board
shall be liable to any person for any action taken or omitted in connection with
the interpretation and administration of this Agreement unless attributable to
his own willful misconduct or lack of good faith.

13. This Agreement shall be binding upon and inure to the benefit of the
Corporation, its successors and assigns and the Employee and his heirs,
executors, administrators and legal representatives.

14. This Agreement shall be construed in accordance with and governed by
the law of the State of Ohio.

IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers and Employee has hereunto set his hand
and seal as of the date first above written.

BELMONT BANCORP.,
an Ohio corporation,

(CORPORATE SEAL)
By:
--------------------------
Its Chairman

EXHIBIT 23.2

CONSENT

Board of Directors
Belmont Bancorp.

We consent to the use of our report dated May 19, 1999, included in the 1998
Annual Report to the Security Holders of the Company incorporated by reference
in the Amended Annual Report on Form 10-K/A incorporated herein by reference.

/s/ S. R. Snodgrass, A.C.
-------------------------
S. R. Snodgrass A.C.

Wheeling, West Virginia
November 8, 1999