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

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Check the appropriate box:
[ ] Preliminary Proxy Statement
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(as permitted by Rule 14a-6(e)(2))
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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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OHIO VALLEY BANC CORP.
P.O. Box 240
Gallipolis, Ohio 45631

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Wednesday, May 9, 2007
5:00 p.m.

Gallipolis, Ohio
April 18, 2007

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 9th day of May, 2007, at 5:00 p.m., Eastern Daylight Saving Time,
for the following purposes:

1. To elect four 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, 2007 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 18, 2007

PROXY STATEMENT

This proxy statement and the accompanying proxy are first being mailed on
or about April 18, 2007 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 9, 2007, 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, 2007, 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, 2007, are
entitled to receive notice of and to vote at the Annual Meeting and any
adjournment. As of March 20, 2007, 4,179,255 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
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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,
2006, 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, 2007, 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 330,335 (2) 7.90%
Haskins Foundation, Inc.
1767 Chestnut Street
Bowling Green, KY 42101

(1) The percent of class is based upon 4,179,255 common shares outstanding as of
March 20, 2007.

(2) Based on information contained in a Schedule 13G filing with the Securities
and Exchange Commission (the "SEC"), dated January 19, 2007. 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, 2007, 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 1,394 (3) .03%
W. Lowell Call 22,441 (4) .54%
Steven B. Chapman 1,668 (5) .04%
Robert E. Daniel 514 (6) .01%
Robert H. Eastman 69,827 (7) 1.67%
Katrinka V. Hart (8) 10,383 (9) .25%
Harold A. Howe 15,314 (10) .37%
E. Richard Mahan (8) 7,508 (11) .18%
Larry E. Miller, II (8) 8,773 (12) .21%
Brent A. Saunders 5,759 (13) .14%
Scott W. Shockey (8) 2,447 (14) .06%
Jeffrey E. Smith (8) 19,451 (15) .47%
Roger D. Williams 613 (16) .01%
Lannes C. Williamson 4,599 (17) .11%
Thomas E. Wiseman 15,615 (18) .37%

All Directors and executive 186,306 (19) 4.46%
officers as a Group
(15 persons)

(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.
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(2) The percent of class is based on 4,179,255 common shares outstanding on
March 20, 2007.

(3) Represents 1,334 common shares held jointly by Mrs. Barnitz and her spouse,
as to which she shares voting and investment power; and 60 common shares
held by Mrs. Barnitz as custodian for her children.

(4) Represents common shares held in a living trust account with Mr. Call and
his spouse, as to which they share voting and investment power.

(5) Includes 1,558 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.

(6) Includes 514 common shares held jointly by Mr. Daniel and his spouse, as to
which he shares voting and investment power.

(7) Includes 43,362 common shares held jointly by Mr. Eastman and his spouse,as
to which he shares voting and investment power.

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

(9) Includes 6,672 common shares held for the account of Ms. Hart in the ESOP.

(10) Includes 8,131 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 280 common shares held jointly by Mr. Howe and his children as to which
he shares voting and investment power.

(11) Includes 3,740 common shares held jointly by Mr. Mahan and his spouse,as to
which he shares voting and investment power; 95 common shares held by Mr.
Mahan as custodian for his niece; and 3,673 common shares held for the
account of Mr. Mahan in the ESOP.

(12) Includes 3,627 common shares held jointly by Mr. Miller and his spouse, as
to which he shares voting and investment power; and 5,146 common shares
held for the account of Mr. Miller in the ESOP.

(13) Includes 2,305 common shares held jointly by Mr. Saunders and his spouse,as
to which he shares voting and investment power; 669 common shares held by
Mr. Saunders as custodian for the benefit of his children; and 213 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.

(14) Includes 2,030 common shares held for the account of Mr. Shockey in the
ESOP.

(15) Includes 499 common shares held by Mr. Smith's spouse, as to which she has
sole voting and investment power; 279 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 14,169 common shares
held for the account of Mr. Smith in the ESOP.

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

(17) Includes 22 common shares held by Mr. Williamson's spouse, as to which she
has sole voting and investment power; and 4,067 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 14,547 common shares held jointly by Mr. Wiseman and his spouse,as
to which he shares voting and investment power; and 1,067 common shares
held by Mr. Wiseman as custodian for the benefit of his children.

(19) See Notes (3) through (7) and (9) through (18) above.
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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 2006 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 2006 fiscal year, the Company believes that all SEC
filing requirements were met, except that Brent A. Saunders, a Director of the
Company, did not timely file a Form 4 reporting the disposal of 26 of the
Company's common shares in an investment club in October 2006.

PROXY ITEM 1: ELECTION OF DIRECTORS

The Company's Board of Directors currently consists of eleven members -
four in the class whose terms expire at the Annual Meeting, three in the class
whose terms expire in 2008 and four in the class whose terms expire in 2009.
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).

The Board of Directors has reviewed, considered and discussed each
Director's relationships, both direct and indirect, with the Company or any of
its subsidiaries and the compensation and other payments each Director has,
either directly or indirectly, received from or made to the Company or any of
its subsidiaries in order to determine whether such Director qualifies as
independent under Rule 4200(a)(15) of the Marketplace Rules of the Nasdaq Stock
Market ("Nasdaq"), and has determined that the Board has at least a majority of
independent Directors. The Board of Directors has determined that each of the
following Directors has no financial or personal ties, either directly or
indirectly, with the Company or its subsidiaries (other than compensation as a
Director of the Company and its subsidiaries, banking relationships in the
ordinary course of business with the Bank, ownership of securities issued by the
Company, and ownership of common shares of the Company as described in this
proxy statement) and thus qualifies as an independent Director under Nasdaq
Marketplace Rule 4200(a)(15): Anna P. Barnitz, W. Lowell Call, Steven B.
Chapman, Robert E. Daniel, Robert H. Eastman, Roger D. Williams, Lannes C.
Williamson and Thomas E. Wiseman.

The Board of Directors proposes that each of the four 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 four 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, 2007,
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.
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NOMINEES FOR ELECTION FOR TERMS EXPIRING IN 2010

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

Steven B. Chapman 60 Certified Public Accountant, Chapman & 1999 2001
Burris CPA's LLC (Partner)

Robert E. Daniel 66 Administrator, Holzer Clinic 2005 2006
(multispecialty physician group practice)

Robert H. Eastman 66 President of Ohio Valley Supermarkets, Inc. 1986 1992
(retail grocery stores)

Jeffrey E. Smith 57 President and Chief Executive Officer 1987 1992
of the Company and the Bank

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 2008

W. Lowell Call 70 Retired; Vice President of Bob Evans Farms, 1987 1992
Inc. (restaurant operator and food
products) from 1955 until 2001

Harold A. Howe 56 Self-employed (real estate investments and 1998 2005
rentals); and President, Ohio Valley Financial
Services Agency, LLC

Brent A. Saunders 49 Attorney at Law, 2001 2003
Halliday, Sheets & Saunders (Partner)

DIRECTORS WITH TERMS EXPIRING IN 2009

Anna P. Barnitz 44 Treasurer and Chief Financial Officer, Bob's 2001 2003
Market and Greenhouses, Inc.
(horticultural products for wholesale
distribution and retail landscaping stores)

Roger D. Williams 56 President, Bob Evans Restaurants, a division of 2005 2006
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 62 President, L. Williamson Pallets, Inc. 1997 2000
(sawmill; pallet manufacturing; and wood
processing)

Thomas E. Wiseman 48 President, The Wiseman Agency, Inc. (insurance 1992 1992
and financial services)

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 twelve (12) meetings during 2006.
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 2006 . 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 10, 2006.

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. The Board may
consider the development of more specific communication procedures in the
future, including procedures whereby shareholders may communicate directly with
specific 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, W. Lowell Call, Steven
B. Chapman (Chairman) 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
7

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 eleven meetings during the 2006 fiscal year. The
Report of the Audit Committee for the 2006 fiscal year begins on page 8.

Compensation and Management Succession Committee

The Compensation and Management Succession Committee is comprised of W.
Lowell Call, Robert H. Eastman 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 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 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.
8

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 six meetings
during the 2006 fiscal year. The Report of the Compensation and Management
Succession Committee on executive compensation relating to the 2006 fiscal year
begins on page 15.

Executive Committee

The Executive Committee is comprised of Steven B. Chapman, Robert H.
Eastman, Harold A. Howe, Brent A. Saunders, Jeffrey E. Smith (Chairman) 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 six meetings of the Executive Committee during the 2006 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 two meetings during the 2006 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.
9

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 57 President and Chief Executive Officer of the Company and the Commercial banker for 34
Bank since 2000. Chairman of the Executive Committee of the years
Company and the Bank since 2000.

Scott W. Shockey 37 Vice President and Chief Financial Officer of the Company; and Commercial banker for 14
Senior Vice President and Chief Financial Officer of the Bank years
since December 2004.

E. Richard Mahan 61 Senior Vice President and Secretary of the Company; and Commercial banker for 33
Executive Vice President and Secretary of the Bank since 2000. years

Larry E. Miller, II 42 Senior Vice President and Treasurer of the Company; and Commercial banker for 20
Executive Vice President and Treasurer of the Bank since 2000. years

Katrinka V. Hart 48 Senior Vice President and Risk Management Officer of the Commercial banker for 27
Company since 2004; Executive Vice President and Risk years
Management Officer of the Bank
since 2003.

Compensation Discussion and Analysis

Overview of Compensation Program

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

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
capacity as executive officers of the Bank. The compensation program is designed
to recognize and reward individual contribution toward the accomplishment of
specific, measurable organizational goals.

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

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

o in the aggregate, 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.

The Company has no policy for allocating between long-term and short-term
compensation or allocating between cash and non-cash components.
11

Executive Compensation Components

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

In 1993, the Company adopted a comprehensive wage and salary administration
plan for the Company and the Bank 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. In 2001, a revised compensation market range was developed by Crowe
Chizek and Company LLC ("Crowe Chizek") for all positions within the Company,
including those of the named executive officers. These ranges were reviewed in
2006 using data from the Crowe Chizek Ohio Financial Institutions Compensation
Survey, which reported on 3 subsets: 11 Ohio financial institutions with total
assets greater than $500 million, 44 financial institutions in all asset sizes,
and 41 financial institutions in market populations of less than 100,000. The
Crowe Chizek Midwest Regional Financial Institutions Survey also provided
compensation 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
financial institutions in those states in market populations of less than
100,000.

The Compensation and Management Succession Committee seeks to utilize the
four components of the Company's compensation program in concert with the
comprehensive wage and salary administration plan, including the individual
annual performance appraisal and the periodic benchmarking of all job grades, to
ensure that employees who are performing "as expected" will be compensated in
the middle one-third of the respective market range for similar jobs in the
financial industry. The possible performance standards and their respective
point values of the plan are: well below expectations (1), below expectations
(2), as expected (3), exceeds expectations (4), and far exceeds expectations
(5).

Base Salary

The objective of the base salary component of the cash compensation plan is
to maintain a consistently applied and comprehensively administered system which
evaluates and compensates both executive and non-executive officers. This system
seeks to recognize and reward individual performance. In addition, the system
periodically benchmarks jobs in the banking and financial services industry to
insure the Company's officers are compensated competitively by job grade and pay
range as compared to other financial services companies similar in size to the
Company.

The Compensation and Management Succession Committee, as referenced above,
annually conducts a performance appraisal to evaluate the ability 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 assessed 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 desires to have total compensation for each officer in the
range rather than just the base salary. These performance ratings and positions
in the marketplace range generated base salaries for 2006 and 2007 as described
below.

In late 2005, the Company benchmarked the pay range established for each
position using the services of Crowe Chizek. Survey data from Crowe Chizek, ERI
Salary Assessor and Watson Wyatt were used in conjunction with data gathered
from employers in the Company's immediate market area. 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 2006. The pay range for each job
consists of three levels: a lower one-third, a middle one-third and an upper
one-third. Each officer's base salary increase was then determined based on
their annual performance appraisal and the position of their expected total
compensation within the marketplace range. As referenced earlier in this
discussion, the Compensation and Management Succession Committee utilized two
different compensation surveys of base salary adjustments to determine the scope
of changes to base salaries. The objective of this structured approach to salary
adjustments is to remain competitive in the recruitment and retention of
management within the marketplace. In 2006, the application of this process led
to base salaries companywide being increased on average 3.54% compared to 2005.
The 2006 base salaries resulting from this process for the named executive
officers were: Jeffrey E. Smith, $146,581; Katrinka V. Hart, $74,304; E. Richard
Mahan, $74,794; Larry E. Miller, $74,304; and Scott W. Shockey, $48,378.
12

In 2006, the Compensation and Management Succession Committee reviewed the
base salary and range adjustment data from the 2006 editions of the compensation
surveys referenced above. After analysis of the survey data, the Company
adjusted the pay ranges of selected positions in order to reflect changes in the
marketplace. As in years past, each officer's base salary increase was
determined by their evaluation performance rating and the position of their
total compensation within the marketplace range. In 2007, the application of
this process led to base salaries companywide being increased on average 3.53%
over 2006. The 2007 base salary resulting from this process for Jeffrey E. Smith
was $151,902. The application of this process for the following named executive
officers, including an amount necessary to adjust the existing range midpoints
to within +/- 10% of the benchmark, determined the following base salaries:
Katrinka V. Hart, $89,658; E. Richard Mahan, $89,658; Larry E. Miller, $89,658;
and Scott W. Shockey, $58,340.

Bonuses

The objectives of the bonus component of the Company's compensation program
are to: (i) motivate executive officers and other employees and reward such
persons for the accomplishment of both short-term and long-term objectives of
the Company and the Bank, (ii) reinforce a strong performance orientation with
differentiation and variability in individual awards based on contribution to
both annual and long-range business results and (iii) provide a fully
competitive compensation package which will attract, reward, and retain
individuals of the highest quality.

The aggregate bonus paid annually to employees, both executive and
non-executive, has two elements: a component based on progress toward long range
business objectives (the "Long Range Bonus") and a component based on annual
results (the "Annual Results Bonus"). The objective of these two components is
to provide an appropriate balance in emphasis between long-term performance and
short-term results.

The aggregate amount of the Long Range Bonus available for award to
employees (both executive and non-executive) is determined by the Board of
Directors in December of each year upon the recommendation of the Compensation
and Management Succession Committee and solely in the discretion of that
Committee and the full Board based upon the performance and financial condition
of the Company during the year to date. Neither the aggregate bonus amount nor
any individual bonus amount is based upon any objective goals or targets. The
amount of the Long Range Bonus in 2006, which was paid to 76 employees,
including the named executive officers, is a function of the individual
employee's job performance using the Evaluation Criteria referenced above and
the employee's job grade. The Board of Directors establishes a grid at the
beginning of the year setting forth the relative allocation of the aggregate
bonus to be paid to each employee based on the Evaluation Criteria and job
grade, but the aggregate amount to be allocated and the individual performance
rating based upon the Evaluation Criteria are not determined until the end of
the year and are determined solely in the discretion of the Compensation and
Management Succession Committee and the full Board of Directors.

The aggregate amount of and the specific goals for the Annual Results Bonus
are approved annually by the Board upon the recommendation of the Compensation
and Management Succession Committee. The specific goals that are established for
the Annual Results Bonus can consist of one or more specific targets such as:
efficiency ratio, return on assets, return on equity, earnings per share growth,
and asset quality. The specific goals for fiscal 2006, which were the same for
all named executive officers, were target levels of: net earnings, earnings per
share growth, return on assets, return on equity, asset quality and the
efficiency ratio. The bonuses are paid only if the targets are met; there is no
partial payment or extra payment for achieving to a lesser or greater degree.
The Compensation and Management Succession Committee met with Mr. Smith and the
other named executive officers four times during 2006 to review their individual
performance as well as the progress toward the accomplishment of these annual
results goals. The evaluation by the Compensation and Management Succession
Committee resulted in no Annual Results Bonus for 2006.

Goals for the 2007 Annual Results Bonus consist of target levels of
earnings per share growth, return on assets, return on equity, asset quality,
and the efficiency ratio.

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.

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
13

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. In December
2006, the Board of Directors voted to contribute $171,439 to the Profit Sharing
Retirement 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 2006 contribution and reallocated forfeitures
is reported in the Summary Compensation Table on page 16.

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
4% of the participant's eligible compensation under the 401(k) Plan. The named
executive officers' share of the 2006 contribution and reallocated forfeitures
is reported in the Summary Compensation Table on page 16.

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. In December 2006, the Board of Directors
voted to contribute $342,876 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 2006
contributions and reallocated forfeitures is reported in the Summary
Compensation Table on page 16.

Executive Deferred Compensation Plan. The Company maintains a
non-qualified executive deferred compensation plan for all the Company's
executive officers. Participants in the deferred compensation 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 2006, 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
non-qualified 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 7.5%, 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 7.5 percent, compounded monthly.
Payments would be made monthly for 20 years.

Director Retirement Plan. As a Director, Jeffrey E. Smith is a participant
in the 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. If Mr. Smith had retired at December 31, 2006, his monthly payment
would have been $905.56 for 240 months. If he had died on that date, his monthly
benefit would have been $905.56 for 60 months.
14

Life Insurance

Executive Life Insurance. In addition to optional life insurance that the
Company makes available to all employees, the Company maintains life insurance
on each of the named executive officers of the Company on which the Company paid
the entire premium upon purchase in 1996. 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 (i) two times the
officer's highest total annual compensation during any calendar year, including
the year of the officer's death, or (ii) 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,
2006:

Benefit at
Name December 31, 2006
---- -----------------
Jeffrey E. Smith $477,996
E. Richard Mahan 254,184
Larry E. Miller, II 252,218
Katrinka V. Hart 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.

Other Benefits

Executive officers of the Company also receive benefits available to all
employees, including group term life insurance, health insurance, short & 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 2006 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 2006
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 any such persons in any fiscal year. Neither the Company nor the
Bank has a policy requiring that all compensation in 2006 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.

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
W. Lowell Call
Robert H. Eastman
15

Summary Compensation Table for 2006

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, 2006:

----------------------------- ------- ------------ ---------- -------- -------- ------------- -------------- -------------- --------
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 2006 $165,481(5) $48,945 -- -- -- $92,243 $12,508 $319,177
President and 2005 161,364(5) 73,358 -- -- -- 83,472 12,408 330,602
Chief Executive Officer 2004 150,442(5) 83,553 -- -- -- 78,337 12,587 324,919
----------------------------- ------- ------------ ---------- -------- -------- ------------- -------------- -------------- --------
Scott W. Shockey 2006 48,378 34,024 -- -- -- -- 4,803 87,205
Vice President and 2005 46,044 44,118 -- -- -- -- 5,061 95,223
Chief Financial Officer 2004 43,940 40,012 -- -- -- -- 5,292 89,244
----------------------------- ------- ------------ ---------- -------- -------- ------------- -------------- -------------- --------
E. Richard Mahan 2006 74,794 36,691 -- -- -- -- 6,486 117,971
Senior Vice President 2005 70,942 52,150 -- -- -- -- 7,213 130,305
and Secretary 2004 69,279 53,554 -- -- -- -- 7,355 130,188
----------------------------- ------- ------------ ---------- -------- -------- ------------- -------------- -------------- --------
Larry E. Miller, II 2006 74,304 36,672 -- -- -- -- 7,171 118,147
Senior Vice President 2005 70,718 51,667 -- -- -- -- 7,369 129,754
and Treasurer 2004 67,790 48,266 -- -- -- -- 7,202 123,258
----------------------------- ------- ------------ ---------- -------- -------- ------------- -------------- -------------- --------
Katrinka V. Hart 2006 74,304 36,672 -- -- -- -- 6,441 117,417
Senior Vice President 2005 70,718 51,667 -- -- -- -- 7,108 129,493
and Risk Management Officer 2004 68,468 48,266 -- -- -- -- 7,339 124,073
----------------------------- ------- ------------ ---------- -------- -------- ------------- -------------- -------------- --------

(1) Base salaries for the named executive officers are described on page 12

(2) Bonuses for the named executive officers are described on page 13.

(3) The amounts in column (h) reflect the actuarial increase in the present
value of Mr. Smith's benefits under the Salary Continuation Plan and
the Director Retirement Plan, each of which is described on page 14, as
follows:

Actuarial Increase in Actuarial Increase in
Salary Continuation Plan Director Retirement Plan
------------------------ ------------------------
2006 $89,597 $2,646
2005 81,080 2,392
2004 76,179 2,158

(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 13.
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 14.
o Company contributions and reallocated forfeitures under the Employee Stock
Ownership Plan, which is described on page 14.
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 2006 and
2005; and $19,550 in 2004.
16

Pension Benefits for 2006

The following table shows the present value of accumulated benefits payable
to the only named executive officer who received pension benefits in 2006:

-------------------------- --------------------------------- --------------------- ----------------------- -------------------------
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 10 $427,289 --
Director Retirement Plan 10 16,304 --
-------------------------- --------------------------------- --------------------- ----------------------- -------------------------

Descriptions of the SERP and the Director Retirement Plan are set forth
under the headings "Compensation Discussion and Analysis - Supplemental
Executive Retirement Plan" and "Compensation Discussion and Analysis - Director
Retirement Plan" on page 14. 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 2006

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 Deferred Compensation Plan" on page 14.

------------------------------------------------------------------------------------------------------------------------------------
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) (b) (1) (c) (d) (e) (f)
-------------------- -------------------- --------------------- ----------------------- ---------------------- ---------------------

Jeffrey E. Smith $10,000 -- $8,396 -- $158,052
------------------------------------------------------------------------------------------------------------------------------------
Scott W. Shockey 5,000 -- 309 -- 10,321
------------------------------------------------------------------------------------------------------------------------------------
Katrinka V. Hart 7,500 -- 3,914 -- 76,449
------------------------------------------------------------------------------------------------------------------------------------
E. Richard Mahan 10,000 -- 7,554 -- 143,182
------------------------------------------------------------------------------------------------------------------------------------

(1) Amounts represented in column (b) are included in column (c) of the Summary
Compensation Table on page 16.

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 - Retirement Plans - Executive Deferred Compensation
Plan" and in the Nonqualified Deferred Compensation Plan table on page 17.
Benefits payable to Mr. Smith under the SERP and the Director Retirement Plan
are described under the heading "Compensation Discussion and Analysis -
Retirement Plans - Supplemental Executive Retirement Plan" on page 14 and under
the heading "Compensation Discussion and Analysis - Retirement Plans - Director
Retirement Plan" on page 14 and are set forth in the Pension Benefits table on
page 17. 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 15.

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
17

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 2006, 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 2006 for their services. In addition,
each Director of the Bank received an annual retainer of $14,700 in 2006. 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 2006.

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 and Thomas E. Wiseman) received fees of $36,000 in 2006. 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 37
times in 2006.

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. 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 2006 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.
18

The following table summarizes the compensation paid to non-employee
Directors for the fiscal year ended December 31, 2006:

Director Compensation for 2006
------------------------------------------------------------------------------------------------------------------------------------
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) (g) (1) (h)
---------------------- ------------------ ---------- ----------- -------------- ------------------------- --------------- ----------

Anna P. Barnitz $21,300 -- -- -- $1,079 $114 $22,493
------------------------------------------------------------------------------------------------------------------------------------
W. Lowell Call 21,300 -- -- -- 24,390 70 45,760
------------------------------------------------------------------------------------------------------------------------------------
Steven B. Chapman 57,300 -- -- -- 4,445 327 62,072
------------------------------------------------------------------------------------------------------------------------------------
Robert E. Daniel 21,300 -- -- -- 16,477 74 37,851
------------------------------------------------------------------------------------------------------------------------------------
Robert H. Eastman 57,300 -- -- -- 9,582 613 67,495
------------------------------------------------------------------------------------------------------------------------------------
Harold A. Howe 57,300 -- -- -- 2,875 327 60,502
------------------------------------------------------------------------------------------------------------------------------------
Brent A. Saunders 57,300 -- -- -- 485 427 58,212
------------------------------------------------------------------------------------------------------------------------------------
Roger D. Williams 21,300 -- -- -- 4,162 114 25,576
------------------------------------------------------------------------------------------------------------------------------------
Lannes C. Williamson 21,300 -- -- -- 5,872 114 27,286
------------------------------------------------------------------------------------------------------------------------------------
Thomas E. Wiseman 75,300 -- -- -- 527 362 76,189
------------------------------------------------------------------------------------------------------------------------------------

(1) 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 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, Mr. Howe, and Mr. Saunders 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.

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, 2006, 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
19

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.

Brent A. Saunders rendered legal services to the Company and its
subsidiaries during the Company's 2006 fiscal year and is expected to render
legal services to the Company and its subsidiaries during the Company's 2007
fiscal year.

Compensation Committee Interlocks and Insider Participation

The members of the Company's Compensation and Management Succession
Committee during 2006 were Messrs. Wiseman, Call and Eastman. From time to time,
the Company accepts loans from various persons to raise capital 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. In June 2005, the Company issued a note to Robert H.
Eastman, a Director of the Company and a member of the Compensation and
Management Succession Committee, and his spouse in the aggregate principal
amount of $1,000,000. The principal amount of the note was repaid in full upon
its maturity in December 2006 together with interest.

The Company issued seven separate notes to the Wiseman Agency from November
2005 through November 2006 in the principal amount of $577,000 each. Thomas E.
Wiseman, a Director of the Company and a member of the Compensation and
Management Succession Committee, is the President of the Wiseman Agency. Mr.
Wiseman and members of his immediate family own the Wiseman Agency. Each of the
notes was repaid upon its maturity with interest in fiscal 2006.

AUDIT COMMITTEE MATTERS

Report of the Audit Committee of the Board of Directors for the Fiscal Year
Ended December 31, 2006

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 2006 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, 2006, 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.
20

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, 2006
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 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, 2006.

Submitted by:
Audit Committee Members

Steven B. Chapman, CPA; Chairman
Anna P. Barnitz
W. Lowell Call
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.
21

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 May 2006, 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 2006. All of the services rendered by
Crowe Chizek to the Company during 2006 and 2005 were pre-approved by the Audit
Committee. Fees billed for services rendered by Crowe Chizek for each of 2006
and 2005 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, 2006 and 2005, were $194,250 and
$184,500, respectively.

Audit-Related Fees. Audit related fees billed in 2006 totaled $17,742 and
consisted of accounting, disclosures and other related discussions regarding
actual or proposed transactions. For 2005, Crowe Chizek provided services
totaling $20,125 for educational materials related to the requirements of SEC
rules or listing standards promulgated pursuant to the Sarbanes-Oxley Act of
2002, including database software license.

Tax Fees. The aggregate fees billed in each of 2006 and 2005 for professional
services rendered by Crowe Chizek for tax compliance, tax advice or tax planning
were $15,250 and $12,175, respectively.

All Other Fees. There were no fees or expenses billed by Crowe Chizek for 2006.
For 2005, Crowe Chizek provided services totaling $3,560 related to educational
training of members of the Job Evaluation Committee and services totaling $5,000
related to providing summarized statistical industry survey data of salary and
wage information.

Notification of Appointment of Independent Registered Public Accounting Firm

While the Company is not currently considering the appointment of any
independent registered public accounting firm other than Crowe Chizek, the Audit
Committee has not yet appointed an independent registered public accounting firm
for the 2007 fiscal year. The Audit Committee intends to appoint a firm as soon
as practicable. 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.
22

ANNUAL REPORT - FORM 10-K

The Company will provide without charge to any shareholder of record on
March 20, 2007, 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, 2006. Such written request should be directed to
E. Richard Mahan, 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 2008 Annual Meeting,
presently scheduled for May 7, 2008, must be received by the Company on or
before December 19, 2007. A shareholder proposal received after December 19,
2007, but on or before March 3, 2008, will not be included in the proxy
materials for the 2008 Annual Meeting, but may still be presented by the
shareholder at the 2008 Annual Meeting. The individuals named as proxies for the
2008 Annual Meeting will be entitled to use their discretionary voting authority
on proposals received after March 3, 2008, without any discussion of the matter
in the Company's proxy materials.

Shareholders desiring to nominate candidates for election as directors at
the 2008 Annual Meeting must follow the procedures described in "ELECTION OF
DIRECTORS - Nominating Procedures."

REPORTS TO BE PRESENTED AT THE ANNUAL MEETING

There will be presented at the Annual Meeting the Company's Annual Report
for the year ended December 31, 2006, containing financial statements for such
year and the signed opinion of Crowe Chizek and Company LLC, independent
registered public accounting firm, with respect to such financial statements.
The Annual Report is not to be regarded as proxy soliciting material, and the
Company's management does not intend to ask, suggest or solicit any action from
the shareholders with respect to such Annual Report.

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 2006 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 2006 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 2006 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 2006 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.
23

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 9, 2007

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 Thomas E. Wiseman and E. Richard Mahan, 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 9, 2007 at 5:00 p.m. Eastern
Daylight Saving Time, and at any adjournment(s) thereof, as follows:

1. To elect the following four (4) 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.

Steven B. Chapman
Robert E. Daniel
Robert H. Eastman
Jeffrey E. Smith

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

2. In their discretion, the individuals designated to vote this proxy are
authorized to vote upon any other matter (none known at the time of
solicitation of this proxy) 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 9, 2007 MEETING.

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

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

No. of OVBC Shares:________
Acct 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