Edgar Filing: OHIO VALLEY BANC CORP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

OHIO VALLEY BANC CORP.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)

------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

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ANNUAL MEETING OF SHAREHOLDERS
Wednesday, May 7, 2008

TO OUR SHAREHOLDERS:

We take pleasure in inviting you to our Annual Meeting of Shareholders, which
will be held on Wednesday, May 7, 2008, at 5:00 p.m., Eastern Daylight Saving
Time, at the Morris and Dorothy Haskins Ariel Theatre, 426 Second Avenue,
Gallipolis, Ohio.

The Annual Meeting will be held for the purpose of electing directors and
transacting such other business as may properly be brought before it. At the
meeting, we shall also report to you on our operations during the past year and
plans for the future.

The close of business on March 20, 2008 has been fixed as the record date for
determination of shareholders entitled to notice of the Annual Meeting and to
vote at the Annual Meeting or any adjournment thereof.

The formal notice of Annual Meeting, the Proxy Statement and a proxy are
enclosed. After reading the Proxy Statement, will you please promptly fill in,
sign and return to us the enclosed proxy in the envelope provided. We urge you
to vote to insure that your shares are represented.

Last year, more than 82% of the Company's shares were represented in person or
by proxy at the Annual Meeting. Please help us exceed last year's participation
by signing and returning your proxy today.

We hope to see many of you in person at the Annual Meeting. There will be a
social hour beginning at 4:00 p.m. Hors D'oeuvres and beverages will be served,
and we hope you will take this opportunity to become acquainted with the
officers and Directors of your Company.

Sincerely,

/s/ Jeffrey E. Smith
------------------------------------
Jeffrey E. Smith
President and Chief Executive Officer

Dated: April 16, 2008

OHIO VALLEY BANC CORP.
P.O. Box 240
Gallipolis, Ohio 45631

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Wednesday, May 7, 2008
5:00 p.m.

Gallipolis, Ohio
April 16, 2008

To the Shareholders of
Ohio Valley Banc Corp.

Notice is hereby given that the Annual Meeting of Shareholders (the "Annual
Meeting") of Ohio Valley Banc Corp. (the "Company") will be held at the Morris
and Dorothy Haskins Ariel Theatre, 426 Second Avenue, Gallipolis, Ohio, on
Wednesday, the 7th day of May, 2008, at 5:00 p.m., Eastern Daylight Saving Time,
for the following purposes:

1. To elect three Directors of the Company, each to serve for a
three-year term; and

2. To transact such other business as may properly come before the
Annual Meeting or any adjournment(s) thereof.

Only holders of common shares of the Company of record at the close of
business on March 20, 2008 will be entitled to vote at the Annual Meeting and
any adjournment.

You are cordially invited to attend the Annual Meeting. The vote of each
shareholder is important, whatever the number of common shares held. Whether or
not you plan to attend the Annual Meeting, please sign, date and return the
enclosed proxy promptly in the enclosed postage-paid, return-addressed envelope.
Should you attend the Annual Meeting, you may revoke your proxy and vote in
person if you are a registered shareholder. Attendance at the Annual Meeting
will not, in and of itself, constitute revocation of your proxy.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Jeffrey E. Smith
-------------------------------------
Jeffrey E. Smith
President and Chief Executive Officer

OHIO VALLEY BANC CORP.
P.O. Box 240
Gallipolis, Ohio 45631

April 16, 2008

PROXY STATEMENT

This proxy statement and the accompanying proxy are first being mailed on
or about April 16, 2008 to shareholders of Ohio Valley Banc Corp. (the
"Company") regarding the Annual Meeting of Shareholders to be held at the Morris
and Dorothy Haskins Ariel Theatre, 426 Second Avenue, Gallipolis, Ohio, on
Wednesday, May 7, 2008, at 5:00 p.m., Eastern Daylight Saving Time (the "Annual
Meeting").

A proxy for use at the Annual Meeting accompanies this proxy statement and
is solicited by the Board of Directors of the Company. You may ensure your
representation by completing, signing, dating and promptly returning the
enclosed proxy in the envelope provided. Without affecting any vote previously
taken, you may revoke your proxy at any time before it is voted at the Annual
Meeting (1) by giving written notice of revocation to the Secretary of the
Company, at the address of the Company set forth on the cover page of this proxy
statement; (2) by executing a later-dated proxy which is received by the Company
prior to the Annual Meeting; or (3) if you are the registered owner of your
common shares, by attending the Annual Meeting and giving notice of revocation
in person. If your common shares are held in the name of your broker/dealer,
financial institution or other holder of record and you wish to revoke your
proxy in person, you must bring an account statement or letter from the
broker/dealer, financial institution or other holder of record indicating how
many common shares you were the beneficial owner of on March 20, 2008, the
record date for voting. Attendance at the Annual Meeting will not, in and of
itself, constitute revocation of a proxy.

If you hold your common shares in "street name" with a broker, financial
institution or other holder of record, you may be eligible to appoint your proxy
electronically via the Internet or telephonically and you may incur costs
associated with the electronic access. If you hold your common shares in street
name, you should review the information provided to you by the holder of record.
This information will describe the procedures to be followed in instructing the
holder of record how to vote the street name common shares and how to revoke
previously given instructions.

Only shareholders of record at the close of business on March 20, 2008, are
entitled to receive notice of and to vote at the Annual Meeting and any
adjournment. As of March 20, 2008, 4,051,017 common shares were outstanding and
entitled to vote at the Annual Meeting. Each common share entitles the holder
thereof to one vote on each matter submitted to the shareholders at the Annual
Meeting. A quorum for the Annual Meeting is a majority of the outstanding common
shares.

The Company will bear the costs of preparing, printing and mailing this
proxy statement, the accompanying proxy and any other related materials, as well
as all other costs incurred in connection with the solicitation of proxies on
behalf of the Company's Board of Directors other than the Internet access and
telephone usage charges a shareholder may incur if a proxy is appointed
electronically through a holder of record. Proxies will be solicited by mail and
may be further solicited, for no additional compensation, by officers, directors
or employees of the Company and its subsidiaries by further mailing, telephone,
facsimile, electronic mail or personal contact. The Company will also pay the
standard charges and expenses of brokers, voting trustees, financial
institutions and other custodians, nominees and fiduciaries, who are record
holders of common shares not beneficially owned by them, for forwarding
materials to the beneficial owners of common shares entitled to vote at the
Annual Meeting.

If you are a participant in the Ohio Valley Banc Corp. Employee Stock
Ownership Plan (the "ESOP") and common shares have been allocated to your
account in the ESOP, you will be entitled to instruct the trustee of the ESOP
how to vote those common shares and you will receive your voting instructions
separately. If no instructions are given by you to the trustee of the ESOP, the
trustee will vote the common shares allocated to your ESOP account in its sole
discretion.

The inspectors of election appointed for the Annual Meeting will tabulate
the results of shareholder voting. Common shares represented by properly
executed proxies returned to the Company prior to the Annual Meeting will be
counted toward the establishment of a quorum for the Annual Meeting even though
they are marked "WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES", or "VOTE FOR ALL
EXCEPT" or not at all. Brokers who hold common shares in street name may, under
the applicable rules of the exchange and other self-regulatory organizations of
which the brokers are members, sign and submit proxies for such common shares
and may vote such common shares on routine matters such as the election of
Directors. However, brokers who hold common shares in street name may not vote
such common shares on non-routine matters, including proposals to approve
equity-based compensation plans, without specific instructions from the customer
who owns the common shares. Proxies that are signed and submitted by brokers
that have not been
2

voted on certain matters as described in the previous sentence are referred to
as broker non-votes. Broker non-votes count toward the establishment of a quorum
for the Annual Meeting.

The Annual Report of the Company for the fiscal year ended December 31,
2007, including financial statements, is being delivered with this proxy
statement.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table indicates, as of March 20, 2008, certain information
concerning the only shareholder known by the Company to be the beneficial owner
of more than five percent (5%) of the outstanding common shares of the Company.

No. of Common Shares and Percent of
Name and Address Nature of Beneficial Ownership Class (1)
---------------- ------------------------------ ---------
Morris and Dorothy
Haskins Foundation, Inc. 330,335 (2) 8.15%
1767 Chestnut Street
Bowling Green, KY 42101

(1) The percent of class is based upon 4,051,017 common shares outstanding as
of March 20, 2008.

(2) Based on information contained in a Schedule 13G filing with the Securities
and Exchange Commission (the "SEC"), dated January 22, 2008. Carol H. Wedge
and Paul D. Wedge, Jr. share voting and investment power over the 330,335
common shares owned by the Morris and Dorothy Haskins Foundation, Inc.

The following table furnishes information regarding the beneficial
ownership of common shares of the Company, as of March 20, 2008, for each
current Director, each nominee for election to the Board of Directors, each
executive officer named in the Summary Compensation Table and all current
Directors and executive officers as a group.

No. of Common Shares
and Nature of
Name Beneficial Ownership (1) Percent of Class (2)
---- ------------------------ --------------------
Anna P. Barnitz 1,435 (3) .04%
Steven B. Chapman 1,714 (4) .04%
Robert E. Daniel 488 (5) .01%
Robert H. Eastman 74,169 (6) 1.83%
Katrinka V. Hart (7) 10,743 (8) .27%
Harold A. Howe 15,554 (9) .38%
E. Richard Mahan (7) 7,678 (10) .19%
Larry E. Miller, II (7) 8,557 (11) .21%
Brent A. Saunders 5,989 (12) .15%
Scott W. Shockey (7) 2,577 (13) .06%
Jeffrey E. Smith (7) 18,837 (14) .47%
David W. Thomas 2,401 (15) .06%
Roger D. Williams 631 (16) .02%
Lannes C. Williamson 4,779 (17) .12%
Thomas E. Wiseman 16,068 (18) .40%

All Directors and executive 171,620 (19) 4.24%
officers as a Group
(15 persons)

(footnotes on next page)
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(1) Unless otherwise indicated, the beneficial owner has sole voting and
investment power with respect to all of the common shares reflected in the
table. All fractional common shares have been rounded down to the nearest
whole common share. The Company has never granted options to purchase its
common shares. The mailing address for each of the current Directors and
executive officers of the Company is P.O. Box 240, Gallipolis, Ohio 45631.

(2) The percent of class is based on 4,051,017 common shares outstanding on
March 20, 2008.

(3) Represents 1,373 common shares held jointly by Mrs. Barnitz and her spouse,
as to which she shares voting and investment power, and 62 common shares
held by Mrs. Barnitz as custodian for her children.

(4) Includes 1,604 common shares held jointly by Mr. Chapman and his spouse, as
to which he shares voting and investment power. The number shown also
includes 110 common shares held by a broker for Mr. Chapman's spouse in a
self-directed individual retirement account, as to which she has sole
voting and investment power.

(5) Includes 488 common shares held jointly by Mr. Daniel and his spouse, as to
which he shares voting and investment power.

(6) Includes 37,863 common shares held jointly by Mr. Eastman and his spouse,
as to which he shares voting and investment power.

(7) Executive officer of the Company named in the Summary Compensation Table.

(8) Includes 6,927 common shares held for the account of Ms. Hart in the ESOP.

(9) Includes 8,220 common shares held jointly by Mr. Howe and his spouse, as to
which he shares voting and investment power; 6,902 common shares held in a
self-directed individual retirement account at Ohio Valley Bank, as to
which Ohio Valley Bank has voting power and Mr. Howe has investment power;
and 432 common shares held jointly by Mr. Howe and his children as to which
he shares voting and investment power.

(10) Includes 3,815 common shares held jointly by Mr. Mahan and his spouse, as
to which he shares voting and investment power; 102 common shares held by
Mr. Mahan as custodian for his niece; and 3,759 common shares held for the
account of Mr. Mahan in the ESOP.

(11) Includes 3,321 common shares held jointly by Mr. Miller and his spouse, as
to which he shares voting and investment power; and 5,235 common shares
held for the account of Mr. Miller in the ESOP.

(12) Includes 2,372 common shares held jointly by Mr. Saunders and his spouse,
as to which he shares voting and investment power; 688 common shares held
by Mr. Saunders as custodian for the benefit of his children; and 243
common shares held by a broker in a self-directed individual retirement
account, as to which the broker has voting power and Mr. Saunders has
investment power.

(13) Includes 2,148 common shares held for the account of Mr. Shockey in the
ESOP.

(14) Includes 513 common shares held by Mr. Smith's spouse, as to which she has
sole voting and investment power; 287 common shares held by Mr. Smith's
spouse as custodian for the benefit of his daughter as to which Mr. Smith's
spouse exercises sole voting and investment power; and 14,316 common shares
held for the account of Mr. Smith in the ESOP.

(15) Represents common shares held jointly by Mr. Thomas and his spouse, as to
which he shares voting and investment power.

(16) Represents common shares held by Mr. Williams' spouse, as to which she has
sole voting and investment power.

(17) Includes 23 common shares held by Mr. Williamson's spouse, as to which she
has sole voting and investment power; and 4,231 common shares held by a
broker in a self-directed individual retirement account, as to which the
broker has voting power and Mr. Williamson has investment power.

(18) Includes 14,969 common shares held jointly by Mr. Wiseman and his spouse,
as to which he shares voting and investment power; and 1,098 common shares
held by Mr. Wiseman as custodian for the benefit of his children.

(19) See Notes (3) through (6) and (8) through (18) above.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Company's Directors and executive officers, as well as any persons
holding more than 10% of the Company's outstanding common shares, are required
to report their initial ownership of common shares and any subsequent changes in
their ownership to the SEC. Specific due dates have been established by the SEC
for such filings, and the Company is required to disclose in this proxy
statement any failure to file by those dates. Based on its review of (1) Section
16(a) reports filed on behalf of these individuals for their transactions during
the Company's 2007 fiscal year and (2) documentation received from one or more
of these individuals that no annual Form 5 reports were required to be filed by
them for the Company's 2007 fiscal year, the Company believes that all Section
16(a) reports were filed timely.

PROXY ITEM 1: ELECTION OF DIRECTORS

The Company's Board of Directors currently consists of eleven members -
three in the class whose terms expire at the Annual Meeting, four in the class
whose terms expire in 2009 and four in the class whose terms expire in 2010.
Section 2.02(C) of the Company's Regulations provides that the Directors may
change the number of Directors and fill any vacancy created by an increase in
the number of Directors (provided that the Directors may not increase the number
of Directors to more than twelve or reduce the number of Directors to less than
five).

In 1980, the Board of Directors of Ohio Valley Bank adopted a policy that
each person becoming a director of Ohio Valley Bank after that date would be
expected to retire at the next annual meeting of shareholders of Ohio Valley
Bank following the director's 70th birthday. Since the Company was formed as the
holding company of Ohio Valley Bank in 1992, the directors of the Company have
followed that same practice, although neither the Company nor the Bank has ever
provided such a requirement in its articles of incorporation or regulations or
included any such provision in the charter of the Nominating and Corporate
Governance Committee.

The Board of Directors of the Company has determined that all of the
directors except Messrs. Howe and Smith are "independent" under the listing
standards of The NASDAQ Stock Market, LLC ("Nasdaq"). In determining
independence, the Board of Directors considered loan and deposit relationships
with each director, fees paid to Mr. Saunders for legal services, and notes
issued to Mr. Eastman and to the Wiseman Agency (discussed in this proxy
statement under the heading "Certain Relationships and Related Transactions").
The rules of Nasdaq do not deem such relationships to disqualify a director from
being deemed independent. The Board of Directors does not believe such
relationships interfere with the directors' exercise of independent judgment in
carrying out their responsibilities as directors.

The Board of Directors proposes that each of the three nominees identified
below be re-elected for a new three-year term. Each nominee was recommended to
the Board of Directors by the Nominating and Corporate Governance Committee.
Each person elected as a Director at the Annual Meeting will hold office for a
term of three years and until his successor is duly elected and qualified or
until his earlier resignation, removal from office or death. The three nominees
for election as Directors receiving the greatest number of votes will be
elected. Common shares represented by properly executed and returned proxies
will be voted FOR the election of the Board of Directors' nominees unless
authority to vote for one or more nominees is withheld. Common shares as to
which the authority to vote is withheld will be counted for quorum purposes, but
will not be counted toward the election of Directors or toward the election of
the individual nominees specified on the proxy.

The following table gives certain information, as of March 20, 2008,
concerning each nominee for election as a Director of the Company. Unless
otherwise indicated, each individual has had the same principal occupation for
more than five years.
5

NOMINEES FOR ELECTION FOR TERMS EXPIRING IN 2011

Position(s) Held with the Company
and its Principal Subsidiaries and Director of the Director of the
Name Age Principal Occupation(s) Bank Since Company Since
---- --- ---------------------------------- ---------------- ----------------

Harold A. Howe 57 Self-employed (real estate investments 1998 2005
and rentals); and President, Ohio Valley
Financial Services Agency, LLC

Brent A. Saunders 50 Attorney at Law, 2001 2003
Halliday, Sheets & Saunders (Partner)

David W. Thomas 52 Former Chief Examiner, Ohio Division of 2007 2007
Financial Institutions (bank supervision and
regulation)

The Board of Directors recommends that shareholders vote FOR the election of the
above nominees.

While it is contemplated that all nominees will stand for election, if one
or more nominees at the time of the Annual Meeting should be unavailable or
unable to serve as a candidate for election as a Director, the individuals
designated as proxy holders reserve full discretion to vote the common shares
represented by the proxies they hold for the election of the remaining nominees
and for the election of any substitute nominee or nominees designated by the
Board of Directors. The Board of Directors knows of no reason why any of the
nominees named above will be unavailable or unable to serve if elected to the
Board.

The following table gives certain information concerning the current
Directors who will continue to serve after the Annual Meeting. Unless otherwise
indicated, each individual has had the same principal occupation for more than
five years.

DIRECTORS WITH TERMS EXPIRING IN 2009

Anna P. Barnitz 45 Treasurer and Chief Financial Officer, 2001 2003
Bob's Market and Greenhouses, Inc.
(horticultural products for wholesale
distribution and retail landscaping stores)

Roger D. Williams 57 President, Bob Evans Restaurants, a division 2005 2006
of Bob Evans Farms, Inc. (restaurant operator
and food products) since August 2006. Executive
Vice President of Food Products Division, Bob
Evans Farms, Inc. from 1995 until August 2006

Lannes C. Williamson 63 President, L. Williamson Pallets, Inc. 1997 2000
(sawmill; pallet manufacturing; and wood
processing)

Thomas E. Wiseman 49 President, The Wiseman Agency, Inc. (insurance 1992 1992
and financial services)

DIRECTORS WITH TERMS EXPIRING IN 2010

Steven B. Chapman 61 Certified Public Accountant, Chapman & 1999 2001
Burris CPA's LLC (Partner)

Robert E. Daniel 67 Administrator, Holzer Clinic 2005 2006
(multispecialty physician group practice)

Robert H. Eastman 67 President of Ohio Valley Supermarkets, Inc. 1986 1992
(retail grocery stores)

Jeffrey E. Smith 58 President and Chief Executive Officer 1987 1992
of the Company and the Bank

There are no family relationships among any of the directors, nominees for
election as directors and executive officers of the Company.

Meetings of and Communications with the Board of Directors

The Board of Directors held a total of eleven (11) meetings during 2007.
Each incumbent Director attended 75% or more of the aggregate of the total
number of meetings held by the Board of Directors and the total number of
meetings held by all committees of the Board of Directors on which the Director
served, in each case during the Director's period of service in 2007. In
accordance with applicable Nasdaq Marketplace Rules, the independent directors
meet in executive session as appropriate matters for their consideration arise.

The Company encourages all incumbent Directors and Director nominees to
attend each annual meeting of shareholders. All of the incumbent Directors and
Director nominees attended the Company's last annual meeting of shareholders
held on May 9, 2007.

The Company has an informal process by which shareholders may communicate
directly with Directors. Any communication to the Board may be mailed to Thomas
E. Wiseman, Lead Director, in care of Investor Relations at the Company's
headquarters, P.O. Box 240, Gallipolis, Ohio 45631. The mailing envelope should
contain a clear notation indicating that the enclosed letter is a
"Shareholder-Board Communication" or "Shareholder-Director Communication." There
is no screening process, and all shareholder communications that are received
for the Board's attention will be forwarded to all Directors.

Committees of the Board

The Board of Directors has four standing committees: the Audit Committee,
the Compensation and Management Succession Committee, the Executive Committee
and the Nominating and Corporate Governance Committee.

Audit Committee

The Audit Committee is comprised of Anna P. Barnitz, Steven B. Chapman
(Chairman), David W. Thomas and Lannes C. Williamson. The Board of Directors has
determined that each member of the Audit Committee qualifies as independent
under Nasdaq Marketplace Rules 4200(a)(15) and 4350(d)(2) as well as under Rule
10A-3 promulgated under the Exchange Act.

The Board of Directors believes that each member of the Audit Committee has
substantial financial experience and is highly qualified to discharge such
member's duties. Additionally, the Board of Directors has determined that Steven
B. Chapman qualifies as an "audit committee financial expert" for purposes of
Item 401(h) of SEC Regulation S-K based on his training and experience as a
Certified Public Accountant. The Board of Directors has determined that Mr.
Chapman is capable of (i) understanding accounting principles generally accepted
in the United States ("US GAAP") and financial statements, (ii) assessing the
general application of US GAAP in connection with the accounting for estimates,
accruals and reserves, (iii) analyzing and evaluating the Company's consolidated
financial statements, (iv) understanding internal control over financial
reporting, and (v) understanding audit committee functions.

The Audit Committee is organized and conducts its business pursuant to a
written charter adopted by the Board of Directors. A current copy of the charter
of the Audit Committee is posted on the Company's website at www.ovbc.com under
"About Us" in the Ohio Valley Banc Corp. section. At least annually, the Audit
Committee reviews and reassesses the adequacy of its charter and recommends
changes to the full Board as necessary. The Audit Committee is responsible for:

o overseeing the accounting and financial reporting process of the Company
and audits of the Company's financial statements;

o monitoring the Company's financial reporting process and internal control
system;

o overseeing the certification process and other laws and regulations
impacting the Company's quarterly and annual financial statements and
related disclosure controls;

o reviewing and evaluating the audit efforts of the Company's independent
registered public accounting firm and the Company's internal auditing
department;

o providing an open avenue of communication among the Company's independent
registered public accounting firm, financial and senior management,
internal auditing department and the Board of Directors;

o appointing, compensating and overseeing the independent registered public
accounting firm employed by the Company for the purpose of preparing or
issuing an audit report or performing related work; and

o establishing procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls or auditing matters.

In addition, the Audit Committee reviews and pre-approves all audit and
permitted non-audit services provided by the Company's independent registered
public accounting firm and ensures that the registered public accounting firm is
not engaged to perform the specific non-audit services prohibited by law, rule
or regulation. The Audit Committee will also carry out such other
responsibilities as may be delegated to the Audit Committee by the full Board.

The Audit Committee held fourteen meetings during the 2007 fiscal year. The
Report of the Audit Committee for the 2007 fiscal year begins on page 23.

Compensation and Management Succession Committee

The Compensation and Management Succession Committee is comprised of Robert
H. Eastman, Brent A. Saunders and Thomas E. Wiseman (Chairman). The Board of
Directors has determined that each member of the Compensation and Management
Succession Committee qualifies as independent under Nasdaq Marketplace Rule
4200(a)(15). In addition, the Board of Directors has determined that each member
of the Compensation and Management Succession Committee qualifies as an "outside
director" for purposes of Section 162(m) of the Internal Revenue Code of 1986,
as amended, and as a "non-employee director" for purposes of Rule 16b-3 under
the Exchange Act.

The Compensation and Management Succession Committee is organized and
conducts its business pursuant to a written charter adopted by the Board of
Directors. A current copy of the charter of the Compensation and Management
Succession Committee is posted on the Company's website at www.ovbc.com under
"About Us" in the Ohio Valley Banc Corp. section. The Compensation and
Management Succession Committee periodically reviews and reassesses the adequacy
of its charter and recommends changes to the full Board as necessary. The
charter was last revised by the Board of Directors on February 26, 2008, upon
recommendation of the Compensation and Management Succession Committee.

The purpose of the Compensation and Management Succession Committee is to
discharge the responsibilities of the Board of Directors relating to
compensation of the Company's Directors and executive officers and to prepare an
annual report on executive
8

compensation for inclusion in the proxy statement for the Company's annual
meeting of shareholders. The Compensation and Management Succession Committee
will also carry out such other responsibilities as may be delegated to it by the
full Board.

The Compensation and Management Succession Committee is responsible for
reviewing and approving goals and objectives relevant to the compensation of the
Company's executive officers (including the Chief Executive Officer), evaluating
such executive officers' performance in light of those goals and objectives and
determining compensation based on that evaluation. The Compensation and
Management Succession Committee is also responsible for reviewing the Company's
incentive compensation programs and retirement plans, and recommending changes
to such programs and plans to the Board of Directors as necessary. The
Compensation and Management Succession Committee also reviews any severance or
other termination arrangements to be entered into with the Company's executive
officers.

The Compensation and Management Succession Committee held five meetings
during the 2007 fiscal year. The Report of the Compensation and Management
Succession Committee on executive compensation relating to the 2007 fiscal year
begins on page 17.

Executive Committee

The Executive Committee is comprised of Steven B. Chapman, Robert H.
Eastman, Harold A. Howe, Brent A. Saunders, Jeffrey E. Smith (Chairman), David
W. Thomas and Thomas E. Wiseman. The Executive Committee is authorized to act in
the intervals between meetings of the Directors on matters delegated by the full
Board. There were three meetings of the Executive Committee during the 2007
fiscal year.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee consists of Steven B.
Chapman, Robert H. Eastman (Chairman) and Thomas E. Wiseman. The Board of
Directors has determined that each member of the Nominating and Corporate
Governance Committee qualifies as independent under Nasdaq Marketplace Rule
4200(a)(15). The purposes of the Nominating and Corporate Governance Committee
are to:

o identify qualified candidates for election, nomination or appointment to
the Board and recommend to the full Board a slate of Director nominees for
each annual meeting of the shareholders of the Company;

o make recommendations to the full Board regarding the Directors who shall
serve on committees of the Board; and

o undertake such other responsibilities as may be referred to the Nominating
and Corporate Governance Committee by the full Board.

The Nominating and Corporate Governance Committee is organized and conducts
its business pursuant to a written charter adopted by the Board of Directors. A
current copy of the charter of the Nominating and Corporate Governance Committee
is posted on the Company's website at www.ovbc.com under "About Us" in the Ohio
Valley Banc Corp. section. The Nominating and Corporate Governance Committee
periodically reviews and reassesses the adequacy of its charter and recommends
changes to the full Board as necessary. The Nominating and Corporate Governance
Committee held four meetings during the 2007 fiscal year.

Nominating Procedures

As described above, the Company has a standing Nominating and Corporate
Governance Committee that has the responsibility to identify and recommend
individuals qualified to become Directors. The Nominating and Corporate
Governance Committee recommended the nominees for election as Directors at the
Annual Meeting. When considering potential candidates for the Board, the
Nominating and Corporate Governance Committee strives to assure that the
composition of the Board, as well as its practices and operation, contribute to
value creation and to the effective representation of the Company's
shareholders. The Nominating and Corporate Governance Committee may consider
those factors it deems appropriate in evaluating Director candidates including
experience, reputation and geographic location. Depending upon the current needs
of the Board, certain factors may be weighed more or less heavily by the
Nominating and Corporate Governance Committee. From time to time, the Nominating
and Corporate Governance Committee may deem it prudent to recruit individuals
with education and expertise in a specific discipline, such as accounting,
finance or law.

In considering candidates for the Board, the Nominating and Corporate
Governance Committee evaluates the entirety of each candidate's credentials and
does not have any specific minimum qualifications that must be met by a
Nominating and Corporate Governance Committee-recommended nominee. However, the
Nominating and Corporate Governance Committee does believe that

all members of the Board should have the highest character and integrity; a
reputation for working constructively with others; sufficient time to devote to
Board matters; and no conflict of interest that would interfere with performance
as a Director. Additionally, the Company is a highly-regulated institution and
all Director candidates are subject to the requirements of applicable federal
and state banking laws and regulations.

The Nominating and Corporate Governance Committee considers candidates for
the Board from any reasonable source, including recommendations from
shareholders and existing Directors. The Nominating and Corporate Governance
Committee does not evaluate candidates differently based on who has made the
recommendation. The Nominating and Corporate Governance Committee has the
authority to hire and pay a fee to consultants or search firms to assist in the
process of identifying and evaluating candidates. No such consultants or search
firms have been used to date and, accordingly, no fees have been paid to
consultants or search firms.

Shareholders may recommend Director candidates for consideration by the
Nominating and Corporate Governance Committee by writing to Robert H. Eastman,
the Chairman of the Nominating and Corporate Governance Committee, at the
Company's executive offices, P.O. Box 240, Gallipolis, Ohio 45631. The
recommendation should give the candidate's name, age, business address,
residence address, principal occupation or employment and number of common
shares beneficially owned. The recommendation should also describe the
qualifications, attributes, skills or other qualities of the recommended
Director candidate. A written statement from the candidate consenting to be
named as a Director candidate and, if nominated and elected, to serve as a
Director should accompany any such recommendation.

Shareholders who wish to nominate an individual for election as a Director
at an annual meeting of the shareholders of the Company must comply with the
Company's Code of Regulations regarding shareholder nominations. Shareholder
nominations must be made in writing and delivered or mailed to Robert H.
Eastman, the Chairman of the Nominating and Corporate Governance Committee, at
the Company's executive offices, P.O. Box 240, Gallipolis, Ohio 45631, not less
than 14 days nor more than 50 days prior to any meeting of shareholders called
for the election of Directors. However, if less than 21 days' notice of the
meeting is given to the shareholders, the nomination must be mailed or delivered
to the Chairman of the Nominating and Corporate Governance Committee not later
than the close of business on the seventh day following the day on which the
notice of the meeting was mailed to the shareholders. Each nomination must
contain the following information to the extent known by the nominating
shareholder: (a) the name and address of each proposed nominee; (b) the
principal occupation of each proposed nominee; (c) the total number of common
shares of the Company that will be voted for each proposed nominee; (d) the name
and residence address of the nominating shareholder; (e) the number of common
shares of the Company beneficially owned by the nominating shareholder; and (f)
any other information required to be disclosed with respect to a nominee for
election as a Director under the proxy rules promulgated under the Exchange Act.
Nominations not made in accordance with the Company's Code of Regulations will
not be considered.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

The following are the executive officers of the Company:

Position(s) Held with the Company
Name Age and its Principal Subsidiaries Business Experience
---- --- --------------------------------- -------------------

Jeffrey E. Smith 58 President and Chief Executive Officer of the Company and the Commercial banker
Bank since 2000; Chairman of the Executive Committee of the for 35 years
Company and the Bank since 2000.

Scott W. Shockey 38 Vice President and Chief Financial Officer of the Company and Commercial banker
Senior Vice President and Chief Financial Officer of the Bank for 15 years
since December 2004; Assistant Treasurer of the Company from
April 2001 to December 2004; and Vice President and Chief Financial
Officer of the Bank from April 2001 to December 2004.

Katrinka V. Hart 49 Senior Vice President and Risk Management Officer of the Company Commercial banker
since 2004; Executive Vice President and Risk Management Officer for 28 years
of the Bank since 2003.

E. Richard Mahan 62 Senior Vice President and Chief Credit Officer of the Company and Commercial banker
Executive Vice President and Chief Credit Officer of the Bank since for 34 years
December 2007; Senior Vice President and Secretary of the Company from
April 2000 to December 2007; and Executive Vice President and Secretary
of the Bank from April 2000 to December 2007.

Larry E. Miller, II 43 Senior Vice President and Secretary of the Company and Executive Vice Commercial banker
President and Secretary of the Bank since December 2007; Senior Vice for 21 years
President and Treasurer of the Company from April 2000 to December 2007;
and Executive Vice President and Treasurer of the Bank from April 2000
to December 2007.

Compensation Discussion and Analysis

Overview of Compensation Program

The Compensation and Management Succession Committee is responsible for
reviewing and approving goals and objectives relevant to the compensation of the
Company's executive officers (including the named executive officers),
evaluating such executive officers' performance in light of those goals and
objectives and determining compensation based on that evaluation. As part of
that responsibility, the Compensation and Management Succession Committee
reviews the Company's bonus program as well as retirement plans and recommends
changes to such programs and plans to the Board of Directors as necessary.
Although the Compensation and Management Succession Committee also has
responsibility for reviewing any severance or other termination arrangements to
be entered into with the Company's executive officers, there are currently no
such arrangements.

Management's Role in Compensation Decisions

While the Committee makes all compensation decisions regarding the named
executive officers, the Committee utilizes data and reports as required by the
wage and salary administration plan described elsewhere in this Compensation
Discussion and Analysis. Some of this data is prepared or assembled by
management and includes, but is not limited to, peer analysis of comparable
financial industry job grades, cost of living adjustments, and total
compensation benchmarking primarily for Ohio and the Midwest Region of the
United States. The Committee regularly conducts executive sessions, without the
presence of management, in fulfilling its responsibilities pursuant to its
charter.

Compensation Philosophy and Objectives

The executive officers of the Company receive no compensation from the
Company. Instead, they are paid by the Bank for services rendered in their
capacities as executive officers of the Bank.

The objectives of the compensation programs of the Company and the Bank are
that:

o compensation of the Company's executive officers and non-executive officers
should be directly linked to corporate operating performance; and

o executive officers and non-executive officers should receive fair and
equitable compensation for their respective levels of responsibility and
supervisory authority compared to their peers within the Company as well as
their peers within the financial services industry.

In 1993, the Company adopted a comprehensive wage and salary administration
plan for the Company and its subsidiaries to be used for all employees,
including executive officers. That plan consists of a job grading process for
all jobs in the Company, a performance appraisal process, and a periodic total
compensation benchmarking process to determine compensation market ranges for
all job grades. The components of this plan apply to both executive officers and
non-executive officers. The Company believes that it is essential to attracting
and retaining qualified officers in its industry that compensation be
competitive with that of other companies within the industry. Further, in order
to motivate such individuals to perform to the best of their abilities in
furthering the Company's goals, the Company also believes there must be an
opportunity for such officers to benefit personally from increased efforts and
the Company's achievement of its goals.

Over the years, the Company has retained Crowe Chizek and Company LLC
("Crowe Chizek") to update the benchmarking information. In late 2005, the
Company benchmarked the pay range for base salary and bonus established for each
position using the services of Crowe Chizek. The 2005 Crowe Chizek Midwest
Financial Institutions Survey, the Economic Research Institute salary database
and the Watson Wyatt Financial Institutions Survey (commercial banks category)
were used in conjunction with data gathered from the following employers in the
Company's immediate market area: Oak Hill Financial, Inc; Farmers Bank and
Savings Company; Holzer Clinic; and the University of Rio Grande. These
employers in the Company's immediate market area were chosen based on the
economic impact of the institution as well as the size of the employee base in
the Gallia and Jackson County, Ohio market area. The Crowe Chizek survey
included 26 financial institutions with $500 million to $1 billion in assets in
the Midwest Region. From the Economic Research Institute salary database, which
has information from a collection of compensation surveys, Crowe Chizek used
information designated by the Economic Research Institute as reflecting
individuals who had held their positions for three years at commercial banks
with a Huntington, West Virginia, database location. The 2005 Watson Wyatt
Financial Institutions Survey included commercial banks across the United
States. The Compensation and Management Succession Committee did not have access
to the names of the companies included in any of these surveys.

Range midpoints from the surveys were averaged to determine a common
midpoint for each range. The Company adjusted its existing range midpoints to
within +/- 10% of the benchmark project output, thereby creating a new range for
each position for 2006 compensation. Then, the Compensation and Management
Succession Committee used two Crowe Chizek Compensation surveys in combination
with individual performance appraisals to determine the base salaries to be paid
to each named executive officer within the established range. The Compensation
and Management Succession Committee desires to have total compensation for each
officer in the range, rather than just the base salary.

In late 2006, the Compensation and Management Succession Committee did not
commission a benchmark project, but used two Crowe Chizek Compensation surveys
to adjust the ranges set in 2005 and to adjust base salaries for 2007. The two
Crowe Chizek surveys used were the Crowe Chizek Ohio Financial Institutions
Compensation Survey and the Crowe Chizek Midwest Regional Financial Institutions
Survey. The Ohio Financial Institutions Survey included 3 subsets: 11 Ohio
financial institutions with total assets greater than $500 million, 44 Ohio
financial institutions in all asset sizes, and 41 Ohio financial institutions in
markets with populations of less than 100,000. The Midwest Regional Financial
Institutions Survey also provided data on 3 subsets: 28 financial institutions
in the states of Illinois, Indiana, Michigan and Ohio with total assets from
$500 million to $1 billion, 190 financial institutions in those states in all
asset sizes, and 160 financial institutions in those states in markets with
populations of less than 100,000. The Company then adjusted the Company's
compensation ranges set in 2005 by the same percentage as the salary and bonus
compensation in the surveyed companies changed in 2006 compared to 2005. In
addition, the same two surveys were used to determine the change in base
salaries alone, changing the base salary for the Company's employees at the same
percentage as salaries changed on average at the survey companies. The pay range
for each job consists of three levels: a lower one-third, a middle one-third and
an upper one-third. When an officer is promoted from one pay grade to another,
the officer's salary is raised to the lower one-third of the new pay range.

Finally, the Company's base salaries for 2007 were determined based on the
personal performance evaluation of each employee and the position of the
employee's expected total salary and bonus compensation within the established
range.

The Compensation and Management Succession Committee did not have access to
the names of the institutions that were included in the surveys but based its
decision to use the survey data on the belief that institutions meeting the
survey criteria had similarities to the Company in terms of location (Illinois,
Indiana, Michigan, and Ohio); size (total assets greater than $500 million); and
market populations (markets with populations of less than 100,000), which made
such institutions appropriate for purposes of maintaining competitive
compensation.

Based on the benchmarking and salary adjustment process, the following
ranges of salary and bonus for the named executive officers were established:

-------------------------- -------------------- -------------------
Name Salary Range Bonus Range
-------------------------- -------------------- -------------------
Jeffrey E. Smith $99,403 - 226,096 $14,420 - 56,087
-------------------------- -------------------- -------------------
Scott W. Shockey 46,842 - 104,936 12,334 - 36,832
-------------------------- -------------------- -------------------
Katrinka V. Hart 76,690 - 163,987 13,287 - 41,850
-------------------------- -------------------- -------------------
E. Richard Mahan 76,690 - 163,987 13,287 - 41,850
-------------------------- -------------------- -------------------
Larry E. Miller, II 76,690 - 163,987 13,287 - 41,850
-------------------------- -------------------- -------------------
The Compensation and Management Succession Committee annually conducts a
performance appraisal to evaluate the performance of Mr. Smith and the other
named executive officers in achieving the expected requirements of their jobs
based on the following 10 specific criteria (the "Evaluation Criteria"): 1) job
knowledge-information, 2) priority setting, 3) delegation of duties, 4)
decisiveness, 5) creativity, 6) written and oral communication, 7) initiative
and adaptability, 8) teamwork and open-mindedness, 9) work efficiency and
follow-through, and 10) goal setting. The evaluation conducted by the
Compensation and Management Succession Committee assesses the executive
officers' performance in each of the 10 criteria on a range from 1, the lowest,
to 5, the highest, in increments of .25. The higher an officers' performance on
the 10 criteria, the higher the officer will be paid within the pay range
established through the benchmarking process.

The Compensation and Management Succession Committee seeks to utilize four
components (a base salary, a bonus, retirement plans, and insurance benefits) in
the Company's compensation program to insure that employees who are performing
"as expected" will, over time, be compensated in the middle one-third of the
respective market range for similar jobs in the financial services industry. An
employee starting in the lower one-third of a pay range who performs "better
than expected" will move to the middle one-third of the pay range faster than an
employee who performs "as expected."

In late 2007, the Company once again benchmarked the pay range and adjusted
the salaries for each position, including those of the named executive officers,
using the services of Crowe Chizek and survey data from Crowe Chizek, ERI Salary
Assessor,
12

Watson Wyatt Commercial Banks and the 2006 proxy data from a peer group of
companies. In addition, data gathered from employers in the Company's immediate
market area was also included in the survey data. Range midpoints from the
surveys were averaged to determine a common midpoint for each range. The Company
adjusted its existing range midpoints to within +/- 10% of the benchmark project
output thereby creating a new range for 2008.

The Company has no policy for allocating between long-term and short-term
compensation or allocating between cash and non-cash components, although the
bonus program does take into account both long-term and short-term goals and
performance of the Company.

Executive Compensation Components and Analysis

The components of the compensation program are: a base salary, a bonus,
retirement plans and insurance benefits. Other than the employee stock ownership
plan, the Company has no equity-based compensation plans.

Base Salary

The objective of the base salary component of the cash compensation plan is
to provide predictable and reliable cash compensation sufficient to attract and
retain motivated officers and to recognize and reward individual performance. In
fulfilling that objective the Compensation and Management Succession Committee
desires that each employee, including the named executive officers, who achieves
an overall performance evaluation of "3" (as expected) should receive base
salaries within +/-10% of the midpoint of the marketplace range.

Using the survey information described above, and based on their annual
performance appraisal and the position of their expected total compensation
within the marketplace range, the base salaries for the named executive officers
were increased an average of 4.65%, plus an amount necessary to be within +/-10%
of the benchmark compared to 2006.

The Compensation and Management Succession Committee in late 2006 evaluated
Jeffrey E. Smith using the Evaluation Criteria discussed previously. Mr. Smith
received an evaluation of "far exceeds expectations" in the areas of
job-knowledge-information, written and oral communication,
initiative/adaptability, teamwork and open-mindedness, work efficiency and
follow-through. Mr. Smith received an evaluation rating of "exceeds
expectations" in the areas of priority setting, delegation of duties,
decisiveness, creativity, and goal setting. The sum of these individual
evaluations led to an overall evaluation of "exceeds expectations". This
performance appraisal and Mr. Smith's position of "middle one-third" of expected
total compensation within the marketplace range determined a base salary for
2007 as reported in the Summary Compensation Table on Page 18.

The Compensation and Management Succession Committee in late 2006 evaluated
Scott W. Shockey using the Evaluation Criteria discussed previously. Mr. Shockey
received an evaluation of "far exceeds expectations" in the areas of
decisiveness, written and oral communication, initiative/adaptability, and
teamwork and open-mindedness, work efficiency and follow-through. Mr. Shockey
received an evaluation rating of "exceeds expectations" in the areas of job
knowledge-information, priority setting, delegation of duties, creativity, and
goal setting. The sum of these individual evaluations led to an overall
evaluation of "exceeds expectations". This performance appraisal and Mr.
Shockey's position of "lower one-third" of expected total compensation within
the marketplace range determined a base salary for 2007 as reported in the
Summary Compensation Table on Page 18.

The Compensation and Management Succession Committee in late 2006 evaluated
Katrinka V. Hart using the Evaluation Criteria discussed previously. Ms. Hart
received an evaluation of "far exceeds expectations" in the areas of creativity,
written and oral communication, initiative/adaptability, and teamwork and
open-mindedness. Ms. Hart received an evaluation rating of "exceeds
expectations" in the areas of job knowledge-information, priority setting,
delegation of duties, decisiveness, work efficiency and follow-through, and goal
setting. The sum of these individual evaluations led to an overall evaluation of
"exceeds expectations". This performance appraisal and Ms. Hart's position of
"lower one-third" of expected total compensation within the marketplace range
determined a base salary for 2007 as reported in the Summary Compensation Table
on Page 18.

The Compensation and Management Succession Committee in late 2006 evaluated
E. Richard Mahan using the Evaluation Criteria discussed previously. Mr. Mahan
received an evaluation of "far exceeds expectations" in the areas of job
knowledge-information, priority setting, delegation of duties, creativity,
written and oral communication, initiative/adaptability, work efficiency and
follow-through, and goal setting. Mr. Mahan received an evaluation rating of
"exceeds expectations" in the areas of decisiveness and teamwork and
open-mindedness. The sum of these individual evaluations led to an overall
evaluation of "exceeds expectations". This performance appraisal and Mr. Mahan's
position of "lower one-third" of expected total compensation within the
marketplace range determined a base salary for 2007 as reported in the Summary
Compensation Table on Page 18.
13

The Compensation and Management Succession Committee in late 2006 evaluated
Larry E. Miller using the Evaluation Criteria discussed previously. Mr. Miller
received an evaluation of "far exceeds expectations" in the areas of priority
setting, written and oral communication, teamwork and open-mindedness, and work
efficiency and follow-through. Mr. Miller received an evaluation rating of
"exceeds expectations" in the areas of job knowledge-information, delegation of
duties, decisiveness, creativity, initiative/adaptability, and goal setting. The
sum of these individual evaluations led to an overall evaluation of "exceeds
expectations". This performance appraisal and Mr. Miller's position of "lower
one-third" of expected total compensation within the marketplace range
determined a base salary for 2007 as reported in the Summary Compensation Table
on Page 18.

Bonuses

The objectives of the bonus component of the Company's compensation program
are to: (a) motivate executive officers and other employees and reward such
persons for the accomplishment of both annual and long range goals of the
Company and its subsidiaries, (b) reinforce a strong performance orientation
with differentiation and variability in individual awards based on contribution
to long-range business results and (c) provide a fully competitive compensation
package which will attract, reward, and retain individuals of the highest
quality. All employees of the Company's subsidiaries holding positions with a
pay grade of 8 or above are eligible to participate in the Bonus Program,
including all subsidiaries' executive officers.

Bonuses payable to participants in the Bonus Program are based on (a) the
performance of the Company and its subsidiaries as measured against specific
performance targets; (b) each employee's individual performance; and (c) the
marketplace range of compensation for employees holding comparable positions. At
the beginning of each fiscal year, the Compensation and Management Succession
Committee sets specific performance targets for the Company and its subsidiaries
based on a combination of some or all of a number of performance criteria set
forth in the Company's strategic plan. The Compensation and Management
Succession Committee may establish two sets of targets, one set of which is
higher and less likely to be achieved, referred to as the "annual bonus
targets". A second set, referred to as the "long range bonus targets" is more
likely to be achieved. The targets are based on one or more of the following
performance criteria: net income, net income per share, return on assets, return
on equity, asset quality (as measured by the ratio of non-performing loans to
total loans and non-performing assets to total assets), and efficiency ratio. It
is the objective of the Compensation and Management Succession Committee to
establish goals that are "reaching" but "reachable". The Committee may not
consider the goals to be of equal weight, but, in the aggregate, it considers
them to be fundamental metrics which are important to the long-term performance
of the Company. At the end of the fiscal year, the aggregate amount available
for the payment of a bonus, if any at all, is determined by the Company's Board
of Directors upon recommendation of its Compensation and Management Succession
Committee based on an evaluation of the accomplishment of the performance
targets. A bonus may be paid at the end of the year without targets having been
established or achieved. No officer or employee has any right to the payment of
a bonus until the Board of Directors has exercised its discretion to award one
and the amount to be paid to each person has been determined and announced.

Once the aggregate amount of the bonus pool is determined, individual bonus
awards are determined through a formula that applies each employee's performance
evaluation score to a "bonus grid", reflecting the individual employee's job
grade, the market place range of compensation for that job grade, and individual
job performance using the Evaluation Criteria referenced above. Employees are
evaluated by their supervisors, except for the executive officers, who are
evaluated by the Compensation and Management Succession Committee of the
Company's Board of Directors. The Company's Board of Directors approves the
bonuses payable to the executive officers under the Bonus Program based upon the
recommendation of the Compensation and Management Succession Committee.

At the end of 2007, the Compensation and Management Succession Committee
recommended to the full Board of Directors, and the full Board of Directors
determined, to award bonuses reflecting a 15.61% increase from the total bonus
amount paid in 2006, based upon the fact that the Company's net income increased
by 16.7% compared to the Company's net income in 2006. As stated earlier in this
discussion, the Compensation and Management Succession Committee may not
consider the performance goals of equal weight. In late 2007, when the Committee
considered the overall performance of the Company, it evaluated the following:
---------------------------------- ------------- ------------- -----------------
Goal Actual Change from 2006
---------------------------------- ------------- ------------- -----------------
Earnings $7,600,000 $6,297,600 +16.6%
---------------------------------- ------------- ------------- -----------------
Earnings per share $1.80 $1.52 +19.7%
---------------------------------- ------------- ------------- -----------------
Return on assets 1.00% .82% +15.4%
---------------------------------- ------------- ------------- -----------------
Return on equity 12.00% 10.4% +15.5%
---------------------------------- ------------- ------------- -----------------
Non-performing loans/total loans 1.00% .57% -73%
---------------------------------- ------------- ------------- -----------------
Non-performing assets/total assets 1.00% .50% -75%
---------------------------------- ------------- ------------- -----------------
Efficiency ratio 61.00% 66.05% +8.3%
---------------------------------- ------------- ------------- -----------------
14

The Committee considered that, while the 2007 performance targets were very
aggressive and only two of the five were achieved, the 2007 results compared to
2006 represented a significant improvement in six of the seven targets, the
efficiency ratio being the single exception. In addition, the Committee
considered the increase in both earnings and earnings per share, coupled with
the significant improvement in asset quality as measured by non-performing
loans/total loans and non-performing assets/total assets in its decision to
increase the aggregate bonus pool by 15.61%. The named executive officers'
respective performance appraisals and position in the marketplace range as
described above determined each officer's share of the bonus pool for 2007 as
reported in the Summary Compensation Table on Page 18.

Executive Retirement Plans

The Board of Directors has established several retirement plans, in order
to both provide competitive compensation arrangements to attract talented
employees, and also to provide a valuable incentive to retain talented employees
once employed. Management expects that the plans not funded by annual
contributions will be funded by bank owned life insurance policies previously
purchased on the lives of all directors and certain officers of the Company. The
Board of Directors decided in 1996 to invest in life insurance contracts as a
means to offer supplemental executive retirement plans for certain of its
officers, including the named executive officers. These nonqualified plans,
described below, offer an additional level of confidence that the executive
officers, including the named executive officers, can focus exclusively on their
responsibilities as executive officers during their working lives and can
maintain a reasonable standard of living in retirement without leaving the
Company.

Executive Deferred Compensation Plan. The Company maintains a nonqualified
executive deferred compensation plan for all the Company's executive officers
and certain other officers. The deferred compensation plan is strictly voluntary
and participants in the plan, upon reaching age 65, are eligible to receive a
distribution of their contributions, plus accrued interest earned at a
designated rate on reinvestment of the contributions. In 2007, the rate paid was
6%. If a participant dies before reaching age 65 and the participant qualifies,
the distribution will be made to the participant's designated beneficiary in an
amount equal to what the participant would have accumulated if the participant
had reached age 65 and had continued to make contributions to the plan. The
Company believes that the cost of providing the benefit will be offset by
earnings on life insurance contracts associated with the benefit.

Supplemental Executive Retirement Plan. The Company maintains a
nonqualified supplemental executive retirement plan (the SERP), titled "Salary
Continuation Agreement" for certain of its executive officers. Participation in
the SERP is at the discretion of the Board and is designed to supplement the
retirement benefits of such participants. Currently, Jeffrey E. Smith is the
only executive officer who participates in the SERP. The amount of Mr. Smith's
annual benefit is $117,100 if Mr. Smith's employment is terminated on or after
age 65 for any reason other than termination for "cause". Cause consists of
gross negligence, gross neglect of duty, commission of a felony or gross
misdemeanor involving moral turpitude, or fraud, disloyalty, dishonesty or
willful violation of any law or significant Company policy committed in
connection with Mr. Smith's employment and resulting in an adverse effect on the
Company.

If Mr. Smith's employment is terminated other than for cause, or other
involuntary non-disability early termination before normal retirement age
(because Mr. Smith is eligible for early retirement), the Company will pay Mr.
Smith an amount determined by calculating a 20-year fixed annuity from the
Company's accrued liability, crediting interest on the unpaid balance at an
annual rate of 6%, compounded monthly. The payments would be made monthly for 20
years.

In the event of Mr. Smith's involuntary termination other than after normal
retirement age or due to death, disability or cause, the amount payable is the
accrued liability based on Mr. Smith's compensation for the plan year ending
immediately prior to the date in which termination occurs, which is determined
calculating a 20-year fixed annuity from the accrual balance, crediting interest
on the unpaid balance at an annual rate of 6 percent, compounded monthly.
Payments would be made monthly for 20 years.

As referenced above, the Board of Directors elected to offer the plan to
permit the Chief Executive Officer's exclusive focus on the day-to-day job
responsibilities of being a CEO with an expectation of a reasonable standard of
living at retirement.

Director Retirement Plan. Participants in the Director Retirement Plan,
upon reaching age 70, are eligible to receive 50% of the three (3) prior years'
average total Directors' compensation. The benefit is payable for 120 months for
Directors with 10 years of service or less. The benefit is payable for 240
months for Directors with more than 10 years of service. If a Director dies
during active service, payment will be made to the Director's designated
beneficiary in an amount equal to what the Director would have received had the
Director reached age 70, except the benefit term will be reduced to 60 months.
If the Director dies during the payment of benefits, payment will be made to the
Director's designated beneficiary for the lesser of the remaining term or 60
additional months. The Company believes that the cost of providing the benefit
will be offset by earnings on life insurance contracts associated with the

benefit. As a Director, Jeffrey E. Smith is a participant in the Director
Retirement Plan. If Mr. Smith had retired at December 31, 2007, his monthly
payment would have been $805.56 for 240 months. If he had died on that date, his
monthly benefit would have been $805.56 for 60 months. The Board of Directors
began the Director Retirement Plan in 1996 to encourage an age certain
retirement date for Board members as a method of planning Director succession.

Executive Life Insurance. In addition to optional life insurance that the
Company makes available to all employees, the Company maintains life insurance
on four of the named executive officers of the Company on which the Company pays
the entire premium upon purchase. The Company is the sole owner of each policy,
but the Company has entered into an agreement with each named executive officer
agreeing to provide to such officer's designated beneficiary from the proceeds
of the policy an amount equal to the lesser of (a) two times the officer's
highest total annual compensation during any calendar year, including the year
of the officer's death, or (b) the face amount of the life insurance policy. The
Company agrees not to sell, surrender or transfer the policy without giving the
officer the option to purchase the policy for the cash surrender value of the
policy.

The following table sets forth the amount that would have been payable for
each named executive officer covered by Executive Life Insurance at December 31,
2007:

-------------------------- -----------------------
Benefit at
Name December 31, 2007
-------------------------- -----------------------
Jeffrey E. Smith $477,996
-------------------------- -----------------------
Katrinka V. Hart 252,218
-------------------------- -----------------------
E. Richard Mahan 254,184
-------------------------- -----------------------
Larry E. Miller, II 252,218
-------------------------- -----------------------

Director Life Insurance. The Company maintains a life insurance policy for all
Directors, with a death benefit of two times annual Director fees at time of
death reduced by 35% at age 65 and 50% at age 70. The life insurance policies
terminate upon retirement. Mr. Smith as an employee of a subsidiary of the
Company, is excluded from this benefit under the terms of the Company's group
term life insurance program.

Retirement Plans for All Employees

Profit Sharing Retirement Plan. The Company sponsors a qualified Profit
Sharing Retirement Plan for all of its employees, including the named executive
officers. Each employee who is at least 21 years of age, has completed 1,000
hours and one year of service to the Company and its subsidiaries, and is
employed on the last day of the plan year is qualified to participate in the
Profit Sharing Retirement Plan. The Board of Directors determines the amount to
contribute to the Profit Sharing Retirement Plan each December in its discretion
based on the performance and financial condition of the Company. The
Compensation and Management Succession Committee has traditionally considered
1.75% of total Company payroll as a reasonable contribution rate for the Profit
Sharing Retirement Plan. In December 2007, the Board of Directors voted to use
that same rate to contribute $171,849 to the Plan. Each participant received a
pro rata share of this contribution as well as a pro rata share of reallocated
forfeitures (such pro rata share, in each case, based upon such participant's
eligible compensation). The named executive officers' share of the 2007
contribution and reallocated forfeitures is reported in the Summary Compensation
Table on page 18.

401(k) Retirement Plan. The Company sponsors a qualified 401(k) Plan under
the Profit Sharing Retirement Plan. Participants' qualifications are identical
to those of the Profit Sharing Retirement Plan. In cases where participants made
deferrals to the 401(k) Plan, the Company made a matching contribution equal to
25% of the amount deferred by each employee, up to a maximum deferral amount of
5% not to exceed 1.25% of the participant's eligible plan compensation under the
401(k) Plan. The named executive officers' share of the 2007 contribution and
reallocated forfeitures is reported in the Summary Compensation Table on page
18.

Employee Stock Ownership Plan. The Company sponsors an Employee Stock
Ownership Plan (the "ESOP") for all of its employees, including the named
executive officers. Participant qualifications are identical to those of the
Profit Sharing Retirement Plan. The Board of Directors determines the amount to
contribute to the ESOP each December in its discretion based on the performance
and financial condition of the Company. The Compensation and Management
Succession Committee has traditionally considered 3.50% of total company payroll
as a reasonable contribution rate for the Employee Stock Ownership Plan. In
December 2007, the Board of Directors voted to use that same rate to contribute
$343,696 to the ESOP. Each participant's share of contributions and reallocated
forfeitures is also identical to those of the Profit Sharing Retirement Plan.
The named executive officers' share of the 2007 contributions and reallocated
forfeitures is reported in the Summary Compensation Table on page 18.

Other Benefits

Executive officers of the Company also receive benefits available to all
employees, including group term life insurance, health insurance, short- and
long-term disability, flexible compensation/cafeteria plan and optional life
insurance.

The decision-making process and compensation philosophy of the Company and
the Bank were considered by the Compensation and Management Succession Committee
when determining 2007 compensation for the named executive officers of the
Company and the Bank. The Compensation and Management Succession Committee
believes that the compensation earned by the named executive officers in 2007
was fair and reasonable when compared with executive compensation levels in the
banking industry as reported in the marketplace range developed.

Tax Deductibility of Compensation

Section 162(m) of the Internal Revenue Code generally disallows a tax
deduction to public corporations for non-qualifying compensation in excess of $1
million paid to covered persons in any fiscal year. Neither the Company nor the
Bank has a policy requiring that all compensation in 2007 and thereafter to the
covered officers be deductible under Section 162(m). The Boards of Directors of
both companies do, however, consider carefully the after-tax cost and value to
the Company and the Bank of all compensation. The Board of Directors believes
that all compensation paid to covered persons in 2007 was fully deductible.

COMPENSATION AND MANAGEMENT SUCCESSION COMMITTEE REPORT

The Compensation and Management Succession Committee has reviewed and
discussed this Compensation Discussion and Analysis with the Company's
Management. Based on this review and discussion, the committee recommends to the
Board of Directors that the Compensation Discussion and Analysis be included in
the Company's proxy statement and Annual Report on Form 10-K.

Submitted by:
Compensation and Management Succession Committee Members

Thomas E. Wiseman, Chairman
Robert H. Eastman
Brent A. Saunders
17

Summary Compensation Table for 2007

The following table summarizes the total compensation paid to or earned by
each of the named executive officers for the three fiscal years ended December
31, 2007:

---------------------------- ------- ------------ ---------- -------- -------- ------------- -------------- -------------- ---------
Name and Year Salary Bonus Stock Option Non-Equity Change in All Other Total
Principal Position ($) (1) ($) (2) Awards Awards Incentive Pension Compensation ($)
($) ($) Plan Value and ($) (4)
Compensation Nonqualified
($) Deferred
Compensation
Earnings
($) (3)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
---------------------------- ------- ------------ ---------- -------- -------- ------------- -------------- -------------- ---------

Jeffrey E. Smith 2007 $170,802(5) $55,553 -- -- -- $97,766 $19,344 $343,465
President and 2006 165,481(5) 43,307 -- -- -- 92,243 18,146 319,177
Chief Executive 2005 161,364(5) 67,879 -- -- -- 83,472 17,887 330,602
Officer
---------------------------- ------- ------------ ---------- -------- -------- ------------- -------------- -------------- ---------
Scott W. Shockey 2007 58,340 36,131 -- -- -- -- 8,145 102,616
Vice President and 2006 48,378 32,163 -- -- -- -- 6,664 87,205
Chief Financial Officer 2005 46,044 42,347 -- -- -- -- 6,832 95,223
---------------------------- ------- ------------ ---------- -------- -------- ------------- -------------- -------------- ---------
Katrinka V. Hart 2007 89,658 41,054 -- -- -- -- 10,993 141,705
Senior Vice President 2006 74,304 33,814 -- -- -- -- 9,135 117,253
and Risk Management Officer 2005 70,718 48,947 -- -- -- -- 9,685 129,350
---------------------------- ------- ------------ ---------- -------- -------- ------------- -------------- -------------- ---------
E. Richard Mahan 2007 89,658 41,452 -- -- -- -- 11,017 142,127
Senior Vice President 2006 74,794 33,814 -- -- -- -- 9,363 117,971
and Chief Credit Officer 2005 70,942 49,421 -- -- -- -- 9,442 129,805
---------------------------- ------- ------------ ---------- -------- -------- ------------- -------------- -------------- ---------
Larry E. Miller, II 2007 89,658 41,054 -- -- -- -- 11,601 142,313
Senior Vice President 2006 74,304 33,814 -- -- -- -- 10,029 118,147
and Secretary 2005 70,718 48,947 -- -- -- -- 9,982 129,647
---------------------------- ------- ------------ ---------- -------- -------- ------------- -------------- -------------- ---------

(1) Base salaries for the named executive officers are described on page 13.

(2) Bonuses for the named executive officers are described on page 14.

(3) The amounts in column (h) reflect the change in the actuarial present value
of Mr. Smith's benefits under the Salary Continuation Plan and the Director
Retirement Plan, each of which is described on page 15, as follows:

---------- ---------------------------- -----------------------------
Increase in Increase in
Actuarial Present Value of Actuarial Present Value of
Salary Continuation Plan Director Retirement Plan
---------- ---------------------------- -----------------------------
2007 $95,124 $2,642
---------- ---------------------------- -----------------------------
2006 89,597 2,646
---------- ---------------------------- -----------------------------
2005 81,080 2,392
---------- ---------------------------- -----------------------------
(4) The amount shown in column (i) reflects for each named executive officer:

o Company contributions and reallocated forfeitures under the Profit Sharing
Retirement Plan, which is described on page 16.

o Company contributions and reallocated forfeitures under the 401(k) Plan,
which is provided for under the Profit Sharing Retirement Plan and is
described on page 16.

o Company contributions and reallocated forfeitures under the Employee Stock
Ownership Plan, which is described on page 16.

o Board designated Christmas Gift paid to all employees in December of each
year in an amount equal to two weeks of the base salary of the employee.

o Instructor Fees for teaching a class to employees, and Service Awards for
being employed by the Bank for a certain number of years.

(5) Includes Director's fees received by Mr. Smith totaling $18,900 in each of
2007, 2006 and 2005.
18

Pension Benefits for 2007

The following table shows the present value of accumulated benefits payable
to the only named executive officer who received pension benefits in 2007:

------------------------- --------------------------------- --------------------- ----------------------- --------------------------
Name Plan Name Number of Years Present Value of Payments During Last
Credited Service Accumulated Benefit Fiscal Year
(#) ($) ($)
(a) (b) (c) (d) (e)
------------------------- --------------------------------- --------------------- ----------------------- --------------------------

Jeffrey E. Smith SERP 11 $522,413 --
Director Retirement Plan 11 18,946 --
------------------------- --------------------------------- --------------------- ----------------------- --------------------------

Descriptions of the SERP and the Director Retirement Plan are set forth
under the headings "Compensation Discussion and Analysis - Executive Retirement
Plans - Supplemental Executive Retirement Plan" and "Compensation Discussion and
Analysis - Executive Retirement Plans - Director Retirement Plan" on page 15.
The present value of accumulated benefits under the two plans is calculated
based upon the discounted present value of payments for 20 years discounted by
6% per year.

Nonqualified Deferred Compensation for 2007

The following table describes the nonqualified deferred compensation for
the named executive officers who participated. A description of the Deferred
Compensation Plan is set forth under the headings "Compensation Discussion and
Analysis - Executive Retirement Plans - Executive Deferred Compensation Plan" on
page 15.

------------------- --------------------- -------------------- ----------------------- ------------------- -------------------------
Name Executive Registrant Aggregate Earnings Aggregate Aggregate Balance
Contributions in Contributions in in Last FY Withdrawals/ at Last FYE
Last FY Last FY ($) Distributions ($)
($) ($) ($)
(a) (d) (f)
(b) (1) (c) (e)
-------------------- --------------------- -------------------- ----------------------- ------------------- ------------------------

Jeffrey E. Smith $10,000 -- $9,503 -- $177,554
-------------------- --------------------- -------------------- ----------------------- ------------------- ------------------------
Scott W. Shockey 5,000 -- 629 -- 15,950
-------------------- --------------------- -------------------- ----------------------- ------------------- ------------------------
Katrinka V. Hart 10,000 -- 4,607 -- 91,055
-------------------- --------------------- -------------------- ----------------------- ------------------- ------------------------
E. Richard Mahan 10,000 -- 8,611 -- 161,793
-------------------- --------------------- -------------------- ----------------------- ------------------- ------------------------

(1) Amounts represented in column (b) are included in column (c) of the Summary
Compensation Table on page 18.

Post-termination or Change in Control Compensation

Neither the Company nor any of its subsidiaries has executed a separate
employment, severance or change in control agreement with any of the executive
officers of the Company.

Certain compensation plans provide benefits payable upon termination.
Benefits payable to the named executive officers upon termination under the
Executive Deferred Compensation Plan described under the heading "Compensation
Discussion and Analysis - Executive Retirement Plans - Executive Deferred
Compensation Plan" and in the Nonqualified Deferred Compensation Plan table on
page 19. Benefits payable to Mr. Smith under the SERP and the Director
Retirement Plan are described under the heading "Compensation Discussion and
Analysis - Executive Retirement Plans - Supplemental Executive Retirement Plan"
on page 15 and under the heading "Compensation Discussion and Analysis -
Executive Retirement Plans - Director Retirement Plan" on page 15 and are set
forth in the Pension Benefits table on page 19. Benefits payable to named
executive officers under executive and director life insurance policies are
described under the heading "Compensation Discussion and Analysis - Executive
Life Insurance" and "Compensation Discussion and Analysis - Director Life
Insurance" on page 16.

Regardless of the manner in which a named executive officer's employment
terminates, the officer will be entitled to receive amounts earned during his or
her employment under the Profit Sharing Retirement Plan, the 401(k) Plan and the
ESOP. Named
19

executive officers will also be entitled to benefits upon death or disability
under group plans available to all employees of the Company or the Bank.

Director Compensation

All of the Directors of the Company also serve as Directors of the Bank.
Members of the Board of Directors of the Company receive compensation for their
services rendered as Directors of the Bank, not the Company. In 2007, each
Director who was not an employee of the Company or any of its subsidiaries
received $550 per month for his or her service as a member of the Board of
Directors of the Bank. Directors who were employees of one of the subsidiaries
of the Company received $350 per month in 2007 for their services. In addition,
each Director of the Bank received an annual retainer of $14,700 in 2007. The
retainer was pro-rated for time served for new Directors of the Bank.

In January 2005, the Board of Directors, upon recommendation of the
Nominating and Corporate Governance Committee, established the position of Lead
Director. The Lead Director's responsibilities are to chair Board and committee
meetings in the absence of the Chief Executive Officer as well as chair the
monthly meetings of the independent Directors. Thomas E. Wiseman has served as
Lead Director since the position's establishment. In addition to the fees
outlined above, Mr. Wiseman received $18,000 for his services as Lead Director
in fiscal 2007.

Each non-employee Director who was a member of the Executive Committee of
the Bank (Steven B. Chapman, Robert H. Eastman, Harold A. Howe, Brent A.
Saunders, David W. Thomas and Thomas E. Wiseman) received fees of $37,800 in
2007. This figure is pro-rated for time served for new members. Executive
Committee members who are employees of the Bank (Jeffrey E. Smith, Chairman)
receive no compensation for serving on the Executive Committee. The Executive
Committee of the Bank met 39 times in 2007.

The Company maintains a life insurance policy for all Directors with a
death benefit of two times annual Director fees at time of death, reduced by 35%
at age 65 and 50% at age 70. The life insurance policies terminate upon
retirement.

In December 1996, life insurance contracts were purchased by the Company
for all Directors and certain officers and additional contracts have been
purchased as new Directors and officers have joined the Company. The Company is
the owner of the contracts. The purpose of these contracts was to replace a
current group life insurance program for executive officers, implement a
deferred compensation plan for Directors and executive officers, implement a
Director retirement plan, and implement a supplemental retirement plan for
certain officers.

Participants in the deferred compensation plan, upon reaching age 70, are
eligible to receive a distribution of their contributions, plus accrued interest
earned at a rate on reinvestment of the contributions that is not an
above-market preferential rate. In 2007 the rate paid was 6%. If a participant
dies before reaching age 70 and the participant qualifies, the distribution will
be made to the participant's designated beneficiary in an amount equal to what
the participant would have accumulated if the participant had reached age 70 and
had continued to make contributions to the plan.

Participants in the Director retirement plan, upon reaching age 70, are
eligible to receive 50% of the three (3) prior years' average total Directors'
compensation. The benefit is payable for 120 months for Directors with 10 years
of service or less. The benefit is payable for 240 months for Directors with
more than 10 years of service. If a Director dies during active service, payment
will be made to the Director's designated beneficiary in an amount equal to what
the Director would have received had the Director reached age 70, except the
benefit term will be reduced to 60 months. If the Director dies during the
payment of benefits, payment will be made to the Director's designated
beneficiary for the lesser of the remaining term or 60 additional months.

The following table summarizes the compensation paid to non-employee
Directors for the fiscal year ended December 31, 2007:

Director Compensation for 2007

--------------------- ------------------ --------- ----------- -------------- ------------------------- ---------------- -----------
Name Fees Earned Stock Option Non-Equity Change in Pension All Other Total
or Awards Awards Incentive Value and Nonqualified Compensation ($)
Paid in Cash ($) ($) Plan Deferred Compensation ($)
($) Compensation Earnings
($) ($)

(a) (b) (c) (d) (e) (f) (1) (g) (2) (h)
---------------------- ------------------ --------- ----------- -------------- ------------------------- ---------------- ----------

Anna P. Barnitz $21,300 -- -- -- $1,182 $314 $22,796
---------------------- ------------------ --------- ----------- -------------- ------------------------- ---------------- ----------
Steven B. Chapman 59,100 -- -- -- 4,452 304 63,856
---------------------- ------------------ --------- ----------- -------------- ------------------------- ---------------- ----------
Robert E. Daniel 21,300 -- -- -- 13,704 74 35,078
---------------------- ------------------ --------- ----------- -------------- ------------------------- ---------------- ----------
Robert H. Eastman 59,100 -- -- -- 10,275 197 69,572
---------------------- ------------------ --------- ----------- -------------- ------------------------- ---------------- ----------
Harold A. Howe 59,100 -- -- -- 2,897 304 62,301
---------------------- ------------------ --------- ----------- -------------- ------------------------- ---------------- ----------
Brent A. Saunders 59,100 -- -- -- 476 304 59,880
---------------------- ------------------ --------- ----------- -------------- ------------------------- ---------------- ----------
David W. Thomas 14,775 -- -- -- -- 51 14,826
---------------------- ------------------ --------- ----------- -------------- ------------------------- ---------------- ----------
Roger D. Williams 21,300 -- -- -- 3,619 114 25,033
---------------------- ------------------ --------- ----------- -------------- ------------------------- ---------------- ----------
Lannes C. Williamson 21,300 -- -- -- 5,856 314 27,470
---------------------- ------------------ --------- ----------- -------------- ------------------------- ---------------- ----------
Thomas E. Wiseman 77,100 -- -- -- 358 699 78,157
---------------------- ------------------ --------- ----------- -------------- ------------------------- ---------------- ----------

(1) Consists of the change during 2007 in the actuarial present value of the
Director's accumulated benefit under the Director retirement plan.

(2) Consists of the incremental cost of group term life insurance coverage on
the lives of the Directors and Service Awards for serving as a Director for
a certain number of years.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Bank has had and expects to have in the future banking transactions in
the ordinary course of the Bank's business with some of the Directors, officers
and principal shareholders of the Company and entities with which they are
associated. The Board of Directors has determined that all of the directors
except Mr. Smith and Mr. Howe are "independent" under the listing standards of
Nasdaq. In determining independence, the Board of Directors considered loan and
deposit relationships with each Director. The rules of Nasdaq do not deem such
relationships to disqualify a Director from being deemed independent. In
addition, all loans and other extensions of credit were made and deposits
accepted in the ordinary course of business and were made on substantially the
same terms (including interest rates and collateral) as those prevailing at the
time for comparable transactions with other persons. Further, in management's
opinion, the loans did not involve more than normal risk of collectibility or
present other unfavorable features. As of the date of this Proxy Statement, all
of such loans were performing loans. The Board of Directors does not believe
such relationships interfere with the Directors' exercise of independent
judgment in carrying out their responsibilities as Directors.

The Board of Directors also considered the transactions described in
"Compensation Committee Interlocks and Insider Participation", rental payments
made to Mr. Eastman, and insurance premiums paid to The Wiseman Agency, Inc.
(the "Wiseman Agency") and determined that such relationships, which do not
disqualify a Director from being deemed independent, do not interfere with the
Directors' exercise of independent judgment in carrying out their
responsibilities as Directors.

Brent A. Saunders rendered legal services to the Company and its
subsidiaries during the Company's 2007 fiscal year and is expected to render
legal services to the Company and its subsidiaries during the Company's 2008
fiscal year. The Board of Directors

determined that such relationship does not interfere with Mr. Saunders' exercise
of independent judgment in carrying out his responsibilities as a Director.

Any proposed loan between the Bank and a Director or executive officer of
the Company is approved by the full Board of Directors. The Executive Committee
approved the payment of insurance premiums to the Wiseman Agency. The Chief
Executive Officer approved the issuance of promissory notes from the Company to
the Wiseman Agency and to Mr. Eastman. All of such related party transactions
entered into since January 1, 2007, have been ratified by the Audit Committee.

The Board of Directors adopted a written policy in March 2007 requiring
transactions over $120,000 involving the Company or a subsidiary of the Company
and a "related party" with a direct or indirect material interest to be approved
or ratified by the Audit Committee. The Audit Committee's approval must be based
on its determination that the transaction, first, is in or not inconsistent with
the best interests of the Company, and second, is on terms comparable to those
that could be obtained in arm's length dealings with an unrelated third party,
or is for products or services from a related party of a nature, quantity or
quality, or on other terms, that are not readily available from other sources.
"Related parties" include directors, executive officers, beneficial holders of
more than 5% of the outstanding common shares of the Company, their immediate
family members, and firms, corporations and other entities in which any of them
have certain relationships.

Compensation Committee Interlocks and Insider Participation

The members of the Company's Compensation and Management Succession
Committee during 2007 were Messrs. Wiseman, Eastman and Saunders. From time to
time, the Company accepts loans from various persons to raise funds for ongoing
operations and to fund the growth of the Company and its subsidiaries. These
loans are evidenced by promissory notes which are sold by the Company in private
placements to accredited investors without registration under the Securities Act
of 1933, as amended.

Since the beginning of the last fiscal year, the Company had outstanding at
various times 6 separate promissory notes to Mr. Eastman and his spouse and 22
separate promissory notes to The Wiseman Agency, Inc., of which Thomas E.
Wiseman is the President and partial owner along with other members of his
family.

Of the 6 notes outstanding to Mr. and Mrs. Eastman, 3 were renewals of
loans that had been made prior to 2007 and 2 were merely renewals of loans that
matured during 2007. The notes had terms ranging from as short as 6 months to as
long as 18 months. Of those 6 notes, 4 remained outstanding at March 27, 2008.
No principal was actually paid to the Eastmans on any of such notes during 2007;
interest was paid and new notes for the same principal amount were executed upon
maturity of notes issued earlier.

Of the 22 notes outstanding to The Wiseman Agency at any time since the
beginning of 2007, 3 were renewals of loans that had been made prior to 2007,
and 19 were merely renewals of those same loans as they repeatedly matured
during 2007 and 2008. The notes had terms ranging from as short as one month to
as long as 12 months, so essentially the same three loans matured and were
renewed several times during 2007, with one loan in the amount of $440,000
eventually being paid off in December 2007. As with the loans from the Eastmans,
except for the one note paid off in December, no principal was actually paid to
The Wiseman Agency on any of such notes during 2007; interest was paid and new
notes for the same principal amount were executed upon maturity of notes issued
earlier.

The following table sets forth certain information regarding the notes
issued by the Company to the Eastmans and The Wiseman Agency that were
outstanding at any time since the beginning of 2007:

---------------------------------- ------------------- ----------------- ------------------ ----------------
Largest Aggregate
Outstanding Amount Interest
Balance since Outstanding at Paid Since
Name January 1, 2007 March 27, 2008 January 1, 2007 Interest Rates
---------------------------------- ------------------- ----------------- ------------------ ----------------

Robert H. and Sheila E. Eastman $2,790,850 $2,790,850 $91,721 4.75% to 5.77%
---------------------------------- ------------------- ----------------- ------------------ ----------------
The Wiseman Agency, Inc. 1,417,000 730,000 86,288 3.75% to 5.13%
---------------------------------- ------------------- ----------------- ------------------ ----------------

AUDIT COMMITTEE MATTERS

Report of the Audit Committee of the Board of Directors for the Fiscal Year
Ended December 31, 2007

The Audit Committee has submitted the following report for inclusion in
this proxy statement:

Role of the Audit Committee, the Independent Registered Public Accounting Firm
and Management

The Audit Committee consists of four Directors who qualify as independent
under Nasdaq Marketplace Rules 4200(a)(15) and 4350(d)(2) as well as under Rule
10A-3 promulgated under the Exchange Act. The Audit Committee operates under a
written charter adopted by the Board of Directors.

The Audit Committee appoints the Company's independent registered public
accounting firm and oversees the Company's financial and reporting processes on
behalf of the Board of Directors. Management is responsible for the Company's
consolidated financial statements and its accounting and financial reporting
processes, including the establishment and maintenance of an adequate system of
internal control over financial reporting. Management is also responsible for
preparing its report on the establishment and maintenance of, and assessment of
the effectiveness of, the Company's internal control over financial reporting.
Crowe Chizek and Company LLC ("Crowe Chizek"), the independent registered public
accounting firm employed by the Company for the 2007 fiscal year, is responsible
for auditing the Company's consolidated financial statements in accordance with
the standards of the Public Company Accounting Oversight Board (United States)
and issuing its attestation report on management's assessment of the
effectiveness of the Company's internal control over financial reporting.

Review and Discussion with Management and the Independent Registered Public
Accounting Firm

As part of its oversight responsibilities, the Audit Committee reviewed and
discussed with management the audited consolidated financial statements of the
Company for the year ended December 31, 2007, including a discussion of the
quality, and not just the acceptability, of the accounting principles applied,
the reasonableness of significant judgments and the clarity of disclosures in
the audited financial statements. The Audit Committee also discussed with
management and Crowe Chizek the adequacy and effectiveness of the Company's
internal control over financial reporting and related accounting and financial
controls. The Audit Committee also discussed with management and Crowe Chizek
the interim financial and other information contained in the Company's earnings
releases and SEC filings.

The Audit Committee discussed with Crowe Chizek the matters required by the
standards of the Public Company Accounting Oversight Board (United States),
including those described in Statement on Auditing Standards Nos. 61 and 90,
Communication with Audit Committees, and, with and without management present,
reviewed and discussed the results of Crowe Chizek's examination of the
Company's consolidated financial statements.

The Audit Committee also discussed with Crowe Chizek that firm's
independence from the Company and its management. The Audit Committee obtained
from Crowe Chizek a formal written statement, consistent with Independence
Standards Board Standard No. 1., Independence Discussions with Audit Committees,
describing all relationships between the Company and Crowe Chizek that might
bear on Crowe Chizek's independence. The Audit Committee discussed with Crowe
Chizek any relationships or services that might affect that firm's objectivity
and satisfied itself as to Crowe Chizek's independence.

Management's Representations and Audit Committee Recommendations

Management has represented to the Audit Committee that the Company's
audited consolidated financial statements for the year ended December 31, 2007
were prepared in accordance with accounting principles generally accepted in the
United States. The Audit Committee has reviewed and discussed with management
and Crowe Chizek the audited consolidated financial statements, and management's
report on the establishment and maintenance of, and assessments of the
effectiveness of, the Company's internal control over financial reporting. Based
on the reviews and discussions outlined above, the Audit Committee recommended
to the
23

Board of Directors that the audited financial statements and management's report
on the establishment and maintenance of, and assessment of the effectiveness of,
the Company's internal control over financial reporting, be included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2007.

Submitted by:
Audit Committee Members

Steven B. Chapman, CPA; Chairman
Anna P. Barnitz
David W. Thomas
Lannes C. Williamson

Pre-Approval of Services Performed by Independent Registered Public Accounting
Firm

Under applicable SEC rules, the Audit Committee is required to pre-approve
the audit and non-audit services performed by the independent registered public
accounting firm in order to assure that they do not impair that firm's
independence from the Company. The SEC's rules specify the types of non-audit
services that an independent registered public accounting firm may not provide
to its audit client and establish the Audit Committee's responsibility for
administration of the engagement of the independent registered public accounting
firm. Accordingly, the Audit Committee has adopted, and the Board of Directors
has ratified, an Audit and Non-Audit Services Pre-Approval Policy (the
"Pre-Approval Policy"), which sets forth the procedures and the conditions
pursuant to which services proposed to be performed by the Company's independent
registered public accounting firm may be pre-approved.

The purpose of the Pre-Approval Policy is to set forth the procedures by
which the Audit Committee intends to fulfill its responsibilities. It does not
delegate the Audit Committee's responsibilities to pre-approve services
performed by the independent registered public accounting firm to management.

Consistent with the SEC's rules, the Pre-Approval Policy provides two
different approaches to pre-approving services. Proposed services may either be
pre-approved without consideration of specific case-by-case services by the
Audit Committee ("general pre-approval") or require the specific pre-approval of
the Audit Committee ("specific pre-approval"). The combination of these two
approaches in the Pre-Approval Policy results in an effective and efficient
procedure to pre-approve services performed by the independent registered public
accounting firm. As set forth in the Pre-Approval Policy, unless a type of
service has received general pre-approval, it will require specific pre-approval
by the Audit Committee if it is to be provided by the independent registered
public accounting firm. Any proposed services exceeding pre-approved cost levels
or budgeted amounts will also require specific pre-approval by the Audit
Committee.

The Audit Committee may delegate either type of pre-approval authority to
one or more of its members. The member to whom such authority is delegated must
report, for informational purposes only, any pre-approval decisions to the Audit
Committee at its next scheduled meeting.

Appendices to the Pre-Approval Policy describe the services that have the
general pre-approval of the Audit Committee. The term of any general
pre-approval is 12 months from the date of pre-approval, unless the Audit
Committee considers a different period and states otherwise. The Audit Committee
will annually review and pre-approve the services that may be provided by the
independent registered public accounting firm without obtaining specific
pre-approval from the Audit Committee. The Audit Committee will add to or
subtract from the list of general pre-approved services from time to time, based
on subsequent determinations.

All requests or applications for services to be provided by the independent
registered public accounting firm that do not require specific approval by the
Audit Committee will be submitted to the Company's internal auditor and must
include a detailed description of the services to be rendered. The internal
auditor will determine whether such services are included within the list of
services that have received the general pre-approval of the Audit Committee. The
Audit Committee will be informed on a timely basis of any such services rendered
by the independent registered public accounting firm.

Requests or applications to provide services that require specific approval
by the Audit Committee will be submitted to the Audit Committee by both the
independent registered public accounting firm and the internal auditor, and must
include a joint statement as to whether, in their view, the request or
application is consistent with the SEC's rules on auditor independence.

The Audit Committee has designated the internal auditor to monitor the
performance of all services provided by the independent registered public
accounting firm and to determine whether such services are in compliance with
the Pre-Approval Policy. The internal auditor will report to the Audit Committee
on a periodic basis on the results of this monitoring. Both the internal auditor
and management will immediately report to the chairman of the Audit Committee
any breach of the Pre-Approval Policy that comes to the attention of the
internal auditor or any member of management.

Services Rendered by Independent Registered Public Accounting Firm

In April 2007, the Audit Committee appointed the accounting firm of Crowe
Chizek and Company LLC ("Crowe Chizek") to serve as the independent registered
public accounting firm of the Company for 2007. All of the services rendered by
Crowe Chizek to the Company during 2007 and 2006 were pre-approved by the Audit
Committee. Fees billed for services rendered by Crowe Chizek for each of 2007
and 2006 were:

Audit Services. The aggregate fees billed by Crowe Chizek for the audit of
the financial statements included in the Annual Report on Form 10-K and for the
review of the financial statements included in our quarterly reports on Form
10-Q for our fiscal years ended December 31, 2007 and 2006, were $185,000 and
$194,250, respectively.

Audit-Related Fees. Audit related fees billed in 2007 totaled $2,669 and
consisted of a database software license. Audit related fees billed in 2006
totaled $17,742 and consisted of advice with respect to accounting, disclosures
and other related discussions regarding actual or proposed transactions.

Tax Fees. The aggregate fees billed in each of 2007 and 2006 for
professional services rendered by Crowe Chizek for tax compliance, tax advice or
tax planning were $25,050 and $15,250, respectively.

All Other Fees. For 2007, Crowe Chizek provided services totaling $9,631
related to providing summarized statistical industry survey data of salary and
wage information. There were no fees or expenses billed by Crowe Chizek for 2006
except for audit, audit related and tax services.

Notification of Appointment of Independent Registered Public Accounting Firm

On November 20, 2007 the Audit Committee approved the rehiring of Crowe
Chizek for a three-year term. Crowe Chizek has served as the Company's
independent registered public accounting firm since 1992. The Board of Directors
expects representatives of Crowe Chizek will be present at the Annual Meeting.
Representatives of Crowe Chizek will have the opportunity to make a statement if
they desire to do so, and will be available to respond to appropriate questions.

ANNUAL REPORT - FORM 10-K

The Company will provide without charge to any shareholder of record on
March 20, 2008, on the written request of any such shareholder, a copy of the
Company's Annual Report on Form 10-K, including financial statements and
schedules thereto, required to be filed under the Exchange Act for the Company's
fiscal year ended December 31, 2007. Such written request should be directed to
Larry E. Miller, II, Secretary, Ohio Valley Banc Corp., P.O. Box 240,
Gallipolis, Ohio 45631, telephone number 1-800-468-6682 or 1-740-446-2631.

PROXY STATEMENT PROPOSALS

Each year, the Board of Directors submits its nominations for election of
Directors at the Annual Meeting of Shareholders. Other proposals may be
submitted by the Board of Directors or shareholders for inclusion in the proxy
materials for action at each year's annual meeting. Any proposal submitted by a
shareholder for inclusion in the proxy materials for the 2009 Annual Meeting,
presently scheduled for May 6, 2009, must be received by the Company on or
before December 17, 2008. A shareholder proposal received after December 17,
2008, but on or before March 2, 2009, will not be included in the proxy
materials for the 2009 Annual Meeting, but may still be presented by the
shareholder at the 2009 Annual Meeting. The individuals named as proxies for the
2009 Annual Meeting will be entitled to use their discretionary voting authority
on proposals received after March 2, 2009, without any discussion of the matter
in the Company's proxy materials.

Shareholders desiring to nominate candidates for election as directors at
the 2009 Annual Meeting must follow the procedures described in "ELECTION OF
DIRECTORS - Nominating Procedures."
25

DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS

Pursuant to notice delivered to eligible shareholders who share the same
address, the Company and a number of brokers send only one proxy statement and
the 2007 Annual Report to shareholders residing at the same address, unless
different instructions have been received from the affected shareholder.
Accordingly, those registered and beneficial shareholders who share an address
will receive only one copy of the 2007 Annual Report and this proxy statement. A
separate proxy and Notice of Annual Meeting will continue to be included for
each shareholder at the shared address.

Registered shareholders who share an address and would like to receive a
separate 2007 Annual Report and/or a separate proxy statement, or have questions
regarding the householding process, may contact Deborah A. Carhart, Assistant
Vice President, Shareholder Relations, by calling 1-800-468-6682 or
1-740-446-2631; or by a written request addressed to Ms. Carhart at The Ohio
Valley Bank Company, P.O. Box 240, Gallipolis, Ohio 45631; or by an e-mail to
InvestorRelations@ovbc.com. Promptly upon request, a separate 2007 Annual Report
and/or a separate proxy statement will be sent. By contacting Ms. Carhart,
registered shareholders sharing an address can also (i) notify the Company that
the registered shareholders wish to receive separate annual reports and proxy
statements in the future or (ii) request delivery of a single copy of annual
reports or proxy statements in the future if they are receiving multiple copies.
Beneficial shareholders should contact their broker/dealers, financial
institution, or other record holders for specific information on the
householding process as it applies to those beneficial shareholders.

OTHER MATTERS

The only business which the Company's management intends to present at the
Annual Meeting consists of the matters set forth in this proxy statement. The
Company's management knows of no other matters to be brought before the Annual
Meeting by any other person or group.

If any other matters should properly come before the Annual Meeting, the
proxy holders will vote on those matters in their discretion.

All duly executed proxies received will be voted.

Please sign and date the enclosed proxy and mail it promptly in the
enclosed envelope.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Jeffrey E. Smith
-------------------------------------
Jeffrey E. Smith
President and Chief Executive Officer

OHIO VALLEY BANC CORP.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 7, 2008

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned holder(s) of common shares of Ohio Valley Banc Corp. (the
"Company") hereby appoints Jeffrey E. Smith, Thomas E. Wiseman and Larry E.
Miller, II, and each of them with full power of substitution to each, the true
and lawful attorneys and proxies of the undersigned to vote all of the common
shares of the Company which the undersigned is entitled to vote at the Annual
Meeting of Shareholders of the Company, to be held at the Morris and Dorothy
Haskins Ariel Theatre, 426 Second Avenue, Gallipolis, Ohio, on Wednesday, May 7,
2008 at 5:00 p.m., Eastern Daylight Saving Time, and at any adjournment(s)
thereof, as follows:

1. To elect the following three (3) directors to the Board of Directors for a
term of three years each:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL OF THE NOMINEES.

Harold A. Howe
Brent A. Saunders
David W. Thomas

[ ] Vote For All [ ] Withhold Authority to Vote For all Nominees [ ] Vote for
all except _______________

2. In their discretion, the individuals designated to vote this proxy are
authorized to vote upon any other matter which properly comes before the
Annual Meeting or any adjournment thereof.

WHERE A CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
OR NOT VOTED AS SPECIFIED. UNLESS INSTRUCTIONS TO THE CONTRARY ARE GIVEN, THE
COMMON SHARES REPRESENTED BY THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE
NOMINEES LISTED ABOVE AS DIRECTORS OF THE COMPANY. IF ANY OTHER MATTERS ARE
PROPERLY BROUGHT BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF OR IF A
NOMINEE FOR ELECTION AS A DIRECTOR NAMED IN THE PROXY STATEMENT IS UNABLE TO
SERVE OR FOR GOOD CAUSE WILL NOT SERVE, THE COMMON SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED IN THE DISCRETION OF THE INDIVIDUALS DESIGNATED TO VOTE THIS
PROXY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON SUCH MATTERS OR FOR SUCH
SUBSTITUTE NOMINEE(S) AS THE DIRECTORS MAY RECOMMEND.

ALL PROXIES PREVIOUSLY GIVEN BY THE UNDERSIGNED ARE HEREBY REVOKED. THE
UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING ANNUAL REPORT,
NOTICE OF ANNUAL MEETING, AND PROXY STATEMENT FOR THE MAY 7, 2008 MEETING.

(THIS PROXY CONTINUES AND MUST BE SIGNED ON THE REVERSE SIDE)

OHIO VALLEY BANC CORP.
420 Third Avenue
P.O. Box 240
Gallipolis, OH 45631

No. of OVBC Shares:
Account No.

Please indicate any address change above.

Please fill in, sign, and return this proxy in the enclosed envelope. Please
sign exactly as your name appears hereon. All joint owners should sign. When
signing as Attorney, Executor, Administrator, Trustee, or Guardian, please give
full title as such. If shareholder is a corporation, please sign the full
corporate name by authorized officer. If shareholder is a partnership, please
sign in partnership name by authorized person.

---------------------------------------- ---------------
Shareholder Signature Date

THE OHIO VALLEY BANK CO.

TO: PARTICIPANTS IN THE OHIO VALLEY BANC CORP.
EMPLOYEES' STOCK OWNERSHIP PLAN AND TRUST

FROM: MELISSA P. MASON

DATE: APRIL 16, 2008

SUBJECT: VOTING WHOLE COMMON SHARES BY PARTICIPANTS
ANNUAL SHAREHOLDERS' MEETING MAY 7, 2008

As a participant in the Ohio Valley Banc Corp. Employees' Stock Ownership Plan
and Trust, you have the right to direct The Ohio Valley Bank Company, as
Trustee, with respect to the exercise of voting rights of whole shares allocated
to your account.

To the extent shares are not voted by the Plan participant, the Trustee will
vote those shares in its sole and absolute discretion in the best interest of
the Plan participants.

As a registered shareholder, you have already received the Notice of Annual
Meeting of Shareholders, Proxy Statement and Annual Report to Shareholders by
mail. After reading the proxy materials, please promptly fill in, sign and
return the enclosed Proxy to me. Your completed Proxy will serve as instruction
to The Ohio Valley Bank Company with respect to voting your Plan shares.

Sincerely,

/s/ Missy Mason
-----------------------
Melissa P. Mason
Assistant Vice President
Trust Officer

THE OHIO VALLEY BANK CO.

TO: PARTICIPANTS IN THE OHIO VALLEY BANC CORP.
EMPLOYEES' STOCK OWNERSHIP PLAN AND TRUST

FROM: MELISSA P. MASON

DATE: APRIL 16, 2008

SUBJECT: VOTING WHOLE COMMON SHARES BY PARTICIPANTS
ANNUAL SHAREHOLDERS' MEETING MAY 7, 2008

To the extent shares are not voted by the Plan participant, the Trustee will
vote those shares in its sole and absolute discretion in the best interest of
the Plan participants.

Enclosed are the Notice of Annual Meeting of Shareholders, Proxy Statement and
Annual Report to Shareholders, as well as a Proxy. After reading the proxy
materials, please promptly fill in, sign and return the enclosed Proxy to me.
Your completed Proxy will serve as instruction to The Ohio Valley Bank Company
with respect to voting your Plan shares.

Sincerely,

/s/ Missy Mason
------------------------
Melissa P. Mason
Assistant Vice President
Trust Officer

OHIO VALLEY BANC CORP.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 7, 2008

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

1. To elect the following three (3) directors to the Board of Directors for a
term of three years each:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL OF THE NOMINEES.

Harold A. Howe
Brent A. Saunders
David W. Thomas

[ ] Vote For All [ ] Withhold Authority to Vote For all Nominees [ ] Vote for
all except _______________

2. In their discretion, the individuals designated to vote this proxy are
authorized to vote upon any other matter which properly comes before the
Annual Meeting or any adjournment thereof.

WHERE A CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
OR NOT VOTED AS SPECIFIED. IF ANY OTHER MATTERS ARE PROPERLY BROUGHT BEFORE THE
ANNUAL MEETING OR ANY ADJOURNMENT THEREOF OR IF A NOMINEE FOR ELECTION AS A
DIRECTOR NAMED IN THE PROXY STATEMENT IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL
NOT SERVE, THE COMMON SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE
DISCRETION OF THE INDIVIDUALS DESIGNATED TO VOTE THIS PROXY, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, ON SUCH MATTERS OR FOR SUCH SUBSTITUTE NOMINEE(S)
AS THE DIRECTORS MAY RECOMMEND.

(THIS PROXY CONTINUES AND MUST BE SIGNED ON THE REVERSE SIDE)

OHIO VALLEY BANC CORP.
420 Third Avenue
P.O. Box 240
Gallipolis, OH 45631

No. of OVBC Shares:

Please indicate any address change above.

---------------------------------------- ---------------
Shareholder Signature Date