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MVB FINANCIAL CORP.

301 VIRGINIA AVENUE

FAIRMONT, WEST VIRGINIA 26554-2777

(304) 363-4800

May 21, 2013SHAREHOLDERS—FEBRUARY 11, 2014

ThisMVB Financial Corp. ("MVB" or the "Company") is furnishing this statement is furnished in connection with theits solicitation of proxies for use at the Annuala Special Meeting of Shareholders of MVB Financial Corp. (“MVB”, or the “Company”) to be held on May 21, 2013,February 11, 2014, at the time and for the purposes set forth in the accompanying Notice of AnnualSpecial Meeting of Shareholders.

Solicitation of Proxies

The solicitationMVB's management, at the direction of proxiesMVB's board of directors, is made by the Board of Directors of MVB.making this proxy solicitation. These proxies enable shareholders to vote on all matters that are scheduled to come before the meeting. If the enclosed proxy is signed and returned, it will be voted as directed; or if not directed, the proxy will be voted “FOR”"FOR" all of the various proposals to be submitted to the vote of shareholders described in the enclosed Notice of AnnualSpecial Meeting and this Proxy Statement. Other than the matters listed in the Notice of Annual Meeting of Shareholders, the Board knows of no additional matters that will be presented for consideration at the Annual Meeting.

proxy statement. A shareholder executing the proxy may revoke it at any time before it is voted:voted by:

•

notifying MVB representatives Stephen R. Brooks, Larry F. Mazza or Lisa McCormick in person;



•

giving written notice to MVB of the revocation of the proxy. The revocation should be delivered to Lisa J. McCormick, Corporate Secretary, 301 Virginia Avenue, Fairmont, West Virginia 26554-2777;



•

submitting to MVB a subsequently-dated proxy; or



•

attending the meeting and withdrawing the proxy before it is voted at the meeting.

The expenses of the solicitation of proxies will be paid by MVB.this proxy solicitation. In addition to this solicitation by mail, directors, officers and regular employees of MVB orand its subsidiary, subsidiaries—MVB Bank, Inc. (the “Bank”("MVB Bank"), Potomac Mortgage Group, Inc., which does business as MVB Mortgage ("MVB Mortgage"), and MVB Insurance, LLC ("MVB Insurance")—may, to a limited extent, solicit proxies personally or by telephone or telegraph, although no person will be engaged specifically engaged for that purpose.

Eligibility of Stock for Voting Purposes

Pursuant toUnder MVB's Bylaws, the Bylawsboard of MVB, the Board of Directorsdirectors has fixed April 1,December 18, 2013, as the record date for the purpose of determining the shareholders entitled to notice of, and to vote at, the meeting or any adjournment thereof, and onlythereof. Only shareholders of record at the close of business on that date are entitled to such notice of and to vote at such meetingthe Special Meeting or any adjournment thereof. The presence, in person, or by properly executed proxy, of the holders of a majority of the outstanding shares of the Company's common stock entitled to vote at the Special Meeting is necessary to constitute a quorum at the Special Meeting. Abstentions will be counted as shares present for purposes of determining the presence of a quorum. Any shares held in street name that are not voted ("broker non-votes") in the proposal to amend the Articles of Incorporation will not be included in determining the number of votes.

As of the record date for the AnnualSpecial Meeting, approximately 3,451,5823,759,050 shares of the common stock of MVB owned by approximately 1,140 shareholders, were issued and outstanding and entitled to vote. ThereIn addition, 8,500 shares of preferred stock are 4,000,000 shares authorized.issued and outstanding. MVB is in the process of determining whether the United States Treasury is entitled to vote on Proposal 1. If the Treasury is entitled to vote on Proposal 1 and votes against the proposal,

then Proposal 1 will not be adopted. The principal holders of MVB Common Stockcommon stock are discussed under the section of this Proxy Statementproxy statement entitled, “Principal"Principal Holders of Voting Securities.”Securities". As of the record date, MVB had a total of approximately 1,200 shareholders of record.

PURPOSE OF MEETING

1.     Proposals to Amend MVB's Articles of Incorporation

General

PURPOSES OF MEETING

General

The BylawsUnder the proposals, the initial portion of MVB currently provide for a BoardArticle V of Directors composedthe Company's Articles of five Incorporation would be amended:

1.

to twenty five membersincrease from 8,500 to be elected annually. The Board has set 16 as20,000 the number of directorsauthorized shares of the preferred stock of the Company;



2.

to authorize an increase in the number of authorized shares of common stock from 10 million (10,000,000) to 20 million (20,000,000) shares and a related stock split effected as a stock dividend, with each issued and outstanding share of MVB forcommon stock, $1.00 par value per share, being automatically converted into two shares of MVB common stock, $1.00 par value per share, and to authorize 20 million (20,000,000) shares of Class A Common Stock, par value $1.00 per share. If the upcoming year. Thisamendment is 2 less members than was proposed in 2012. This decrease isauthorized, the Company would issue certificates or initiate book entries representing the additional shares as a result of several director retirements andthe stock split effected as a fewer number of director nominees selectedstock dividend. The new certificates would be delivered to replace them.

Directors are elected by a pluralitythe shareholders of the votes cast. Therefore, a vote withheld will not affectCompany at the outcomeeffective time of the election. As required by West Virginia law,stock split.

Assuming all proposals are adopted, the first paragraph of Article V would read as follows:

ARTICLE V

        The amount of the total authorized capital stock of said corporation shall be sixty million dollars ($60,000,000), which shall be divided into twenty million (20,000,000) shares of Common Stock with a value of $1.00 each per share, is entitledtwenty million (20,000,000) shares of Class A Common Stock, par value $1.00 per share ("Class A Common Stock"); and twenty thousand (20,000) shares of Preferred Stock with a par value of $1,000 per share ("Preferred Stock").

        At the end of Article V, the following provisions would be added:

        Class A Common Stock shall be ranked junior to one vote per nominee, unless a shareholder requests cumulative voting for directors at least 48 hours before the meeting. If a shareholder properly requests cumulative voting for directors, then each MVB shareholder will have the right to vote the number of shares owned by that shareholder for as many persons as there are directors to be elected, or to cumulate such sharesany Preferred Stock issued and give one candidate as many votes as the number of directors multiplied by the number of shares owned shall equal, or to distribute them on the same principle among as many candidates as the shareholder sees fit. If any shares are voted cumulatively for the election of directors, the proxies, unless otherwise directed, shall have full discretion and authority to cumulate their votes and vote for less than all such nominees. For all other purposes, each share is entitled to one vote.

Management Nomineesoutstanding, with respect to the Boardpayment of MVBdividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Corporation. The voting powers, designations, preferences, limitations, restrictions and relative rights of the Class A Common Stock are as follows:

The        A.    Issuance in Series.    Class A Common Stock may be issued from time to time in one or more series. All shares of Class A Common Stock shall be of equal rank and shall be identical, except in respect of the particulars that are fixed in the Articles of Incorporation provide for staggered terms for directors. Approximately one-third of the Directors are elected to a three-year term each year. The eight individuals identified below represent management nominees to the Board of Directors. Five willor may be elected for a three-year term, one will be elected for a one-year term and two will be elected for a two-year term. Following the election of the eight nominees, MVB will have three classes of directors. Two of the classes of directors will consist of five board members while the third class will include six board members. The term of office of the eight directors is indicated herein.

Directors		Age as of April 1, 2013		Director and/or Officer Since		Term Expires		Principal Occupation During the Last Five Years
David B. Alvarez		49		*		2015		President of MEC Construction, LLC
James J. Cava, Jr.		48		*		2014		Managing Member – Cava & Banko, PLLC, Certified Public Accountants
John W. Ebert		53		*		2015		President J.W. Ebert Corporation, a McDonald’s Restaurant franchisee
H. Edward Dean, III		44		2012		2016		December 2012 to present, President & CEO Potomac Mortgage Group, Inc., a wholly owned subsidiary of MVB Bank, Inc.  July 2009 to December 2012, President & CEO Potomac Mortgage Group, Inc.  July 2004 to June 2009 President & CEO Mason Mortgage, LLC.

Directors		Age as of April 1, 2013		Director and/or Officer Since		Term Expires		Principal Occupation During the Last Five Years
James R. Martin		65		1999		2016		May 19, 2009-Chairman of Board and Director of MVB and Bank; January 1, 2009 to May 10, 2009 Vice Chairman of the Board and Director of MVB and Bank; previously President, CEO and Director of MVB and Bank
J. Christopher Pallotta		63		1999		2016		President-Bond Insurance Agency
Roger J. Turner		62		2005		2016		President-MVB; Executive Vice President, Commercial Lending, Bank
Samuel J. Warash		63		1999		2016		President- S.J. Warash, Inc. (real estate appraisal company)

* 2013 nominee; currently serves as member of MVB-Central, Inc. Board of Directors

Director Nominee Business Experience

David B. Alvarez - President of MEC Construction, LLC, a division of Shaft Drillers International. He has been involved in the construction business throughout the North Eastern United States natural gas fields for more than 20 years. Alvarez has founded numerous successful businesses in North Central West Virginia. He is a graduate of West Virginia University with a B.S. in Business Administration. He is extremely involved in various professional, educational and philanthropic activities throughout West Virginia, including serving as a member of the Board of Governors of West Virginia University. Mr. Alvarez was nominated because of his knowledge of the West Virginia markets, his knowledge of the construction industry and his community involvement.

James J. Cava, Jr. – Managing Member – Cava & Banko, PLLC, Certified Public Accountants. Mr. Cava has been involved in the West Virginia business community for over 25 years. He is very knowledgeable about the economic activities in the MVB market area. Mr. Cava has founded several successful business organizations. He is a graduate of Fairmont State University with a B.S. in Business Administration and American University with a Master’s degree in Taxation. Mr. Cava was nominated because of his knowledge of the West Virginia business community and his investment, financial and accounting expertise.

H. Edward Dean, III - President & CEO Potomac Mortgage Group, Inc., a wholly owned subsidiary of MVB Bank, Inc. He has been involved in the residential real estate mortgage business since 1996 in the northern Virginia market area. Mr. Dean is very familiar with the entire mortgage loan process from origination, to implementing of operational processes to supervising the entire process. Mr. Dean was nominated because of his extensive knowledge of the mortgage loan process and his position as President and CEO of Potomac Mortgage Group, Inc. He is a 1991 graduate of West Virginia University with a B.S. in Accounting.

John W. Ebert –President of J.W. Ebert Corporation which owns 16 McDonald’s franchises in West Virginia and Maryland. He has over 20 years of retail experience. He is the Chairman of McDonald’s East Division Profit Team representing 5,000 restaurants. He is the former President of the Pittsburgh Region’s McDonald’s Owner/Operator Association. Mr. Ebert is a 1982 graduate of the University of Notre Dame with a B.S. in Accounting and began his career as a Certified Public Accountant for a national accounting firm. Mr. Ebert was nominated because of his knowledge of the North Central West Virginia market, his educational background and business expertise.

James R. Martin – Chair – MVB Financial Corp., MVB organizer, director and original CEO for 11 years. He has 38 years of experience in the banking industry in MVB’s North Central West Virginia market area. He began his career as a Certified Public Accountant at a national accounting firm specializing in audits of financial institutions. He is a graduate of University of Kentucky with a B.S. in Accounting. We have nominated Mr. Martin because of his extensive experience and expertise in managing financial institutions and his extensive knowledge of MVB’s operations.

3

J. Christopher Pallotta – President – Bond Insurance Agency, MVB organizer and director. He has been involved in the insurance and related securities business in North Central West Virginia market area for 38 years. He is also the owner of other small businesses in the MVB market area. He is a life-long resident of North Central West Virginia and is active in community organizations. He is a graduate of Fairmont State University with a B.S. in Business Administration. Mr. Pallotta was nominated because, as a founding director of MVB, he has extensive knowledge of MVB and its operations, because of his knowledge of the market in North Central West Virginia and because of his experience and expertise in the areas of insurance and securities.

Roger J. Turner - MVB Director. He is President of MVB, Executive Vice President and Senior Commercial Lending Officer of MVB Bank, Inc. Mr. Turner has been involved in commercial lending throughout West Virginia for over 30 years. He is a graduate of Glenville State College with degrees in Marketing and Management. Mr. Turner was nominated due to his extremely valuable service to MVB Bank, Inc. and his knowledge of high quality commercial borrowers in West Virginia.

Samuel J. Warash – MVB organizer and Director. He is the founder and owner of S.J. Warash Co., Inc., a real estate appraisal consulting firm, for 36 years. His commercial and residential real estate appraisal services cover the North Central West Virginia market area. He is a past president of the West Virginia Chapter of the Appraisal Institute, 2005 and 2006. He is a graduate of Fairmont State University with a B.S. in Business Administration. As a founding director, Mr. Warash has in-depth knowledge of MVB and its operations. In addition, Mr. Warash has expertise in the areas of real estate and appraisals.

Management and Directors:

In addition to the nominees, the following are the remaining directors and the executive officers of MVB.

Directors		Age as of April 1, 2013		Director and/or Officer Since		Term Expires		Principal Occupation During the Last Five Years
Stephen R. Brooks		64		1999		2014		Attorney – Flaherty Sensabaugh & Bonasso PLLC
Joseph P. Cincinnati		48		2009		2015		Orthopedic Surgeon
Berniece D. Collis		58		2008		2014		Vice President – Minghini’s General Contractors, Inc.
Larry F. Mazza *		52		2005		2014		January 1, 2009, President & CEO – MVB and Bank; previously Chief Executive Officer-MVB Harrison, Inc.; Director –MVB and Bank
Dr. Saad Mossallati		64		1999		2014		Vascular Surgeon
Dr. Kelly R. Nelson		53		2005		2015		Physician
Nitesh S. Patel		49		1999		2014		Business Consultant; Previously President & Chief Executive Officer-D.N. American, Inc. (software development company)
Louis Spatafore		56		1999		2015		President & General Manager – Friendly Furniture Galleries, Inc.

Executive Officers of MVB Bank, Inc. (Non-Nominees):
David A. Jones	50	2005		Sr. Vice President; Chief Credit and Risk Officer.  Previously Sr. Vice President, Chief Credit Officer
Donald T. Robinson	38	2011		Chief Operating Officer; Previously Regional President – MVB; Partner with Hayden Harper; SVP and Commercial Regional Manager for Huntington National Bank
John T. Schirripa	50	2010		President – MVB-Central, Inc.; Previously Community President and Sr. Vice President – Huntington National Bank
Eric L. Tichenor	45	1999		Sr. Vice President and Cashier; Chief Financial Officer – MVB and Bank

*Mr. Mazza is also a member offixed by the Board of Directors of Petroleum Development Corporation

Directors McKinney, Nossokoff, Toothman and Trent have electedas hereinafter provided pursuant to retire fromauthority which is hereby expressly vested in the Board of Directors, accordingly no information is provided

There are no family relationships among the directors, director nominees or executive officersDirectors; and each share of MVB or the Bank.

Other than previously disclosed, no MVB Board member has been a memberClass A Common Stock, whether of the boardsame or a different series, shall be identical in all respects with the other shares of another public company duringClass A Common Stock, except as to the past five years.following relative rights and preferences, as to which there may be variations between different series:

(i)

the rate of dividends;

(ii)

whether shares may be redeemed and, if so, the redemption price and the terms and conditions of redemption;



(iii)

whether shares may be converted to Common Stock and if so, the terms and conditions of conversion;



(iv)

the amount payable upon shares in event of voluntary and involuntary liquidation;



(v)

sinking fund provisions, if any, for the redemption or purchase of shares;



(vi)

the terms and conditions, if any, on which shares may be converted; and



(vii)

voting rights, if any.

        

The Board of Directors of MVB and the Bank met twelve times during 2012. All directors attended 75% or morecorporation shall have all of the meetingspower and authority with respect to the shares of the Board of Directors and committees thereof held of which the director is a member, except for Director Patel, who attended 71% of the meetings.

In order to meet their responsibilities, directors are expected to attend board and committee meetings as well as the annual meeting of shareholders. All directors attended the 2012 Annual Meeting of Shareholders, except for Directors Cincinnati, Nelson and Patel.

Leadership Structure of the Board

The Board Chair, Vice Chair and President/CEO are three separate people. Throughout MVB’s history, this has been the leadership model. The President/CEO is responsible for the day-to-day operations and performance of MVB. The Chair and Vice Chair are involved in management of meetings and matters of governance and corporate oversight. The Chair and Vice Chair also focus on monitoring the effectiveness of the President/CEO in implementing MVB’s corporate strategy and ensuringClass A Common Stock that the Directors receive sufficient information, on a timely basis, to provide proper risk oversight.

A Governance Committee was established by MVB in December 2009. The Governance Committee’s responsibilities are defined in its Charter. The Committee, among many things, reviews the committees of the Board and membership thereof, evaluates compliance with the Director Education Policy, evaluates the current Board areas of expertise and monitors such to determine if an adjustment of Board membership is necessary. The Governance Committee will also provide oversight on issues relating to the governance and operations of MVB.

The committee structure of MVB is such that the committees are responsible for and review the areas of greatest risk to MVB. Each is chaired by an independent director. Staff members are responsible to the Chairs of the committees for requested information necessary for proper committee functioning. The significant risk areas for a community banking organization include the evaluation of the quality of the loan portfolio, the interest rate sensitivity of the institution and the reliability of its financial statements. The related committees, the Loan Review Committee, the ALCO Committee and the Audit Committee, are described below.

The Board of MVB elected a Chief Risk Officer (CRO) whose responsibility is to evaluate the MVB enterprise risk, that being all areas of risk to MVB and serve as Chair of the Enterprise Risk Management Committee (ERM). The CRO presented an ERM Committee report to the Board twice during 2012. The ERM Committee expects to report to the full Board of Directors twice during 2013. Directors Martin, Mazza and Pallotta are members of the ERM Committee.

Committees of the Board

MVB or the Bank has a number of standing committees as described below.

Human Resources& Compensation Committee. Composed of David B. Alvarez, Stephen R. Brooks- Chair, Berniece D. Collis, Kelly R. Nelson, John B. Spadafore, Louis Spatafore and Michael F. Trent. The purpose of this Committee is to address issues related to staffing, compensation and related policy matters. This Committee also is responsible for administration of the 2003 MVB Financial Corp. Stock Incentive Plan. CEO Mazza is an ex-officio member of this Committee and makes suggestions, which the Committee evaluates and, if considered appropriate, acts on. Mr. Mazza makes no recommendations nor participates in any portion of the meetings relating to his own salary. The Committee reports the results from these meetings to the Board of Directors. The Committee met three times in 2012.

ALCO Committee. Composed of James J. Cava, James R. Martin, Larry F. Mazza, J. Christopher Pallotta- Chair, Roger J. Turner and Samuel J. Warash, as well as Executive officers David A Jones, Donald T. Robinson, John T. Schirripa and Eric L. Tichenor. The purpose of this committee is to review the performance of the investment portfolio and policies to investments, liquidity and asset and liability management. The Committee reports the results from these meetings to the Board of Directors. The Committee met four times in 2012.

Loan Review Committee. Composed of David A. Jones, Larry F. Mazza, G. Warren Mickey, Leonard W. Nossokoff, J. Christopher Pallotta, Richard L. Toothman and Samuel J. Warash- Chair. The purpose of this Committee is to evaluate the adequacy of the Allowance for Loan Losses, review loans and groups of loans for risks and evaluate policies related to the Allowance for Loan Losses as necessary. The Committee reports the results from these meetings to the Board of Directors. The Committee met four times in 2012.

Governance Committee. Composed of John W. Ebert, G. Warren Mickey, Kelly R. Nelson- Chair, Leonard W. Nossokoff and Nitesh S. Patel. Chairman Martin and CEO Mazza are ex-officio members of this Committee. The purpose of the Committee is to maintain an appropriate board and committee structure by assessing skills and background to effectively staff MVB boards and committees and developing and updating governance and ethics policies for MVB. The Committee reports the results from these meetings to the Board of Directors. The Committee met ten times in 2012.

Audit Committee. Composed of James J. Cava, Jr., John W. Ebert, Christine B. Ielapi, Kenneth F. Lowe, III, Louis Spatafore- Chair, and Michael F. Trent. The purpose is to review the results of the internal and external audits, Reports of Examination from regulatory authorities and discuss the financial statements with management and external auditors and to report such to the Board of Directors.

The Audit Committee of MVB does not include an individual who is considered to be an audit committee financial expert. This is true for the entire Board of Directors as well, because no one meets the guidelines set forth by Section 407 of the Sarbanes-Oxley Act of 2002, for an audit committee financial expert. In the small community market area of MVB, individuals meeting the required credentials under the Act are very rare. All members of the Board of Directors are successful business owners and have knowledge of the requirements to run such a successful business. The directors of MVB, including those who are members of the Audit Committee, believe that having separate internal and external audits and regulatory examinations assist in insuring proper supervision, evaluation and reporting of MVB activities.

The Audit Committee met four times in 2012. The Committee meets with representatives Conley CPA Group, PLLC, who are responsible for the internal audit function of MVB and S.R. Snodgrass, A.C., who are responsible for the annual certified audit, as well as with the members of the regulatory authorities upon completion of their examinations of the Bank or MVB. During these meetings, the active management of the Bank or MVB, including CEO Mazza and CFO Tichenor,shareholders may be asked to leave the room to provide comfort of questioners and responders.

In the opinion of MVB’s Board of Directors, none of the Board of Directors, except for Directors Martin, Mazza and Turner, has a relationship with MVB that would interfere with the exercise of independent judgment in carrying out their responsibilities as directors. None of them are or have for the past three years been employees of MVB, except for Directors Martin, Mazza and Turner and none of their immediate family members are or have for the past three years been executive officers of MVB or Bank. In the opinion of MVB and its Board of Directors, the entire Board of Directors, except for Directors Martin, Mazza and Turner are “independent directors,” as that term is defined in Rule 4200(a)(15) of the Rules of the Financial Industry Regulatory Authority. The Board of Directors of MVB has adopted a written charter for the Audit Committee, a copy of which was attached as Appendix A to the 2012 Proxy Statement as required by the Securities and Exchange Commission.

Report of the Audit Committee

The Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 2012, with management. The Audit Committee has also discussed the audited financial statements with S.R. Snodgrass, A.C., MVB’s independent accountants, as well as the matters required to be discussed by Statement on Auditing Standards No. 61 (having to do with accounting methods used in the financial statements). The Audit Committee has received the written disclosures and the letter from S.R. Snodgrass, A.C. required by Independence Standards Board Standard No. 1 (having to do with matters that could affect the auditor’s independence) and has discussed with S.R. Snodgrass, A.C., the independent accountants’ independence. Based on this, the Audit Committee recommendeddelegate to the Board of Directors (andpursuant to the Board has approved) thatterms and provisions of Chapter 31D, Article 6, Sections 601 and 602 of the audited financial statements be included in MVB’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission.

	Submitted by the Audit Committee,
	James J. Cava, Jr.	Kenneth F. Lowe, III
	John W. Ebert	Louis Spatafore
	Christine B. Ielapi	Michael F. Trent
	March 11, 2013

This report shall not be deemed to be incorporated by reference into any filing under the Securities ActCode of 1933,West Virginia, as amended, and shall exercise such power and authority by the adoption of a resolution or the Securities Exchange Act of 1934,resolutions as amended, unless MVB specifically incorporates this reportprescribed by reference. It will not otherwise be filed under such Acts.law.

        B.Nominating Committee    Dividends..    The Board of Directors has not established a formal nominating committee as the entire Board serves in this capacity. The Board of Directors of MVB does not maintain a separate nominating committee, nor does it have a nominating committee charter, because the Board of Directors is relatively small and vacancies are rare. Because the full Board of Directors serves the functionholders of the nominating committee, not all directors are independent.

The Board of Directors believes that candidates for director should have certain minimum qualifications, including:

·

Directors should be of the highest ethical character.

·

Directors should have excellent personal and professional reputations in MVB’s market area.

·

Directors should be accomplished in their professions or careers.

·

Directors should be able to read and understand financial statements and either have knowledge of, or the ability and willingness to learn, financial institution law.

·

Directors should have relevant experience and expertise to evaluate financial data and provide direction and advice to the chief executive officer and the ability to exercise sound business judgment.

·

Directors must be willing and able to expend the time to attend meetings of the Board of Directors of MVB and the Bank and to serve on Board committees.

·

The Board of Directors will consider whether a nominee is independent, as legally defined. In addition, directors should avoid the appearance of any conflict and should be independent of any particular constituency and be able to serve all shareholders of MVB.

·

Because the directors of MVB may also serve as directors of the Bank, a majority of directors must be residents of West Virginia, as required by state banking law.

·

Directors must be acceptable to MVB’s and the Bank’s regulatory agencies, including the Federal Reserve Board, the Federal Deposit Insurance Corporation and the West Virginia Division of Banking and must not be under any legal disability which prevents them from serving on the Board of Directors or participating in the affairs of a financial institution.

·

Directors must own or acquire sufficient capital stock to satisfy the requirements of West Virginia law, the Bylaws of MVB and share ownership guidelines as established by MVB.

·

Directors must be at least 21 years of age. The Board of Directors of MVB reserves the right to modify these minimum qualifications from time to time, except where the qualifications are required by the laws relating to financial institutions.

The Board of Directors does not maintain a formal diversity policy with respectClass A Common Stock shall be entitled to the identification or selection of directors for nomination to the Board of Directors. Diversity is just one of many factors the Board of Directors considers in the identificationreceive, when and selection of director nominees. We define diversity broadly to include differences in race, gender, ethnicity, age, viewpoint, professional experience, educational background, skills and other personal attributes that can foster board heterogeneity in order to encourage and maintain board effectiveness. While diversity and variety of experiences and viewpoints represented on the board should always be considered, a director nominee should not be chosen nor excluded solely or largely because of race, color, gender, national origin or sexual orientation or identity. In selecting a director nominee, the Board of Directors focuses on skills, expertise or background that would complement the existing board, recognizing that MVB’s businesses and operations are regional in nature. Our directors are or have been residents of North Central West Virginia and of the Eastern Panhandle of West Virginia/ Northern Virginia, our primary two markets. Our directors come from diverse backgrounds including the financial, industrial, professional and retail areas and information technology.

The process of the Board of Directors for identifying and evaluating nominees is as follows: In the case of incumbent directors whose terms are set to expire, the Board of Directors considers the directors’ overall service to MVB or the Bank during their term, including such factors as the number of meetings attended, the level of participation, quality of performance and any transactions between such directors and MVB and the Bank. The Board of Directors also reviews the payment history of loans, if any, made to such directors by the Bank to ensure that the directors are not chronically delinquent and in default. The Board considers whether any transactions between the directors and the Bank have been criticized by any banking regulatory agency or the Bank’s external auditors and whether corrective action, if required, has been taken and was sufficient. The Board of Directors also confirms that such directors remain eligible to serve on the Board of Directors of a financial institution under federal and state law. For new director candidates, the Board of Directors uses its network of contacts in MVB’s market area to compile a list of potential candidates. The Board of Directors then meets to discuss each candidate and whether he or she meets the criteria set forth above. The Board of Directors then discusses each candidate’s qualifications and chooses a candidate by majority vote.

The Board of Directors will consider director candidates recommended by stockholders for nominationdeclared by the Board of Directors, out of any funds legally available therefor, preferential dividends in cash, in the amounts or at the rate per annum fixed for such series, and no more. Dividends on shares of the Class A Common Stock shall be payable as determined by the Board of Directors.

        C.    Dividend Restriction on Junior Stock.    So long as any shares of Class A Common Stock are outstanding, the corporation shall not pay or declare any cash dividends whatsoever on the Common Stock or any other class of stock ranking junior to the Class A Common Stock unless (i) any dividends payable on the Class A Common Stock of all series shall have been paid and (ii) there shall exist no default in respect of any sinking fund or purchase fund for the redemption or purchase of shares of Class A Common Stock of any series or such default shall have been waived by the holders of at least a majority of the then issued and outstanding shares of Class A Common Stock of such series by a vote at a meeting called for such purpose or by written waiver with or without a meeting.

        D.    Liquidation or Dissolution.    In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation, then, before any distribution or payment shall be made to the holders of the Common Stock or any other class of stock of the corporation ranking junior to the Class A Common Stock in respect of dividends or distribution of assets upon liquidation, the holders of the Class A Common Stock shall be entitled to be paid in full, in the event of a voluntary or involuntary liquidation, dissolution or winding up, the respective amounts fixed for such series, plus in each case a sum equal to declared and unpaid dividends thereon to the date of payment thereof. After such payment shall have been made in full to the holders of the Class A Common Stock, the remaining assets and funds of the corporation shall be distributed among the holders of the stock of the corporation ranking junior to the Class A Common Stock in respect of dividends or distribution of assets upon liquidation according to their respective rights and preferences and in each case according to their respective shares. In the event that the assets of the corporation available for distribution to holders of Class A Common Stock shall not be sufficient to make the payment herein required to be made in full, such assets shall be distributed to the holders of the respective shares of Class A Common Stock pro rata in proportion to the amounts payable upon such share thereof.

        E.    Status of Shares Redeemed or Retired.    Class A Common Stock redeemed or otherwise retired by the corporation shall, upon the filing of such statement as may be

required by law, assume the status of authorized but unissued Class A Common Stock and may thereafter be reissued in the same manner as other authorized but unissued Class A Common Stock.

        F.    Amendments.    Subject to such requirements as may be prescribed by law or as may be expressly set forth in the foregoing provisions of this Article V or in any amendment to these Articles establishing and designating a series of shares of Class A Common Stock, any of the foregoing terms and provisions of this Article V may be altered, amended or repealed or the application thereof suspended or waived in any particular case and changes in any of the designations, preferences, limitations and relative rights of the Class A Common Stock may be made with the affirmative vote, at a meeting called for that purpose, or the written consent with or without a meeting, of the holders of at least a majority of the then issued and outstanding shares of Class A Stock voting at the meeting in person or by proxy.

The other provisions of Article V would remain unchanged. In the event that only one of the proposals is approved by the shareholders, then Article V would be amended to reflect only the proposal adopted.

        Under the Company's current Articles of Incorporation (the "Articles"), the Company has authority to issue up to 10,000,000 shares of common stock with a $1.00 par value and 8,500 shares of preferred stock. If the shareholders adopt the proposed amendments to the Articles, the Company will be authorized to issue up to 20,000,000 shares of common stock with a $1.00 par value, up to 20,000,000 shares of Class A Common Stock, with a par value of $1.00 per share (the "Class A Shares") and up to 20,000 shares of preferred stock, par value $1,000 per share (the "Preferred Shares"). The board will be authorized to provide for the issuance of one or more series of Class A Shares or Preferred Shares and, in connection with the creation of any such series, to adopt one or more amendments to the Articles determining, in whole or in part, the express terms of any such series to the fullest extent permitted under West Virginia law. As such, the Class A Shares and the increased number of the Preferred Shares would be available for issuance without further action by the Company's shareholders, except as may be required by applicable law and as described below.

        The amount and terms of any Class A Shares or Preferred Shares have not yet been determined. Shares of Class A Common Stock and Preferred Shares may have dividend, liquidation and other features senior to those associated with MVB common stock. The specific features of any Class A Common Stock or Preferred Shares would be established by the board of directors.

        The authority of the board with respect to the authorized Class A Shares or Preferred Shares includes, but is not limited to, the authority to determine or fix the following with respect to the Class A Shares or Preferred Shares:

•

the division of the Class A Shares or Preferred Shares into series and the designation and authorized number of Class A Shares or Preferred Shares (up to the number of Preferred Shares authorized) in each series;



•

the dividend rate of the Class A Shares or Preferred Shares and whether dividends are to be cumulative;



•

whether the Class A Shares or Preferred Shares are to be redeemable, and, if so, whether redeemable for cash, property or other rights;



•

the liquidation rights and preferences to which the holders of Class A Shares or Preferred Shares will be entitled;



•

whether the Class A Shares or Preferred Shares will be subject to the operation of a sinking fund, and, if so, upon what conditions;

•

whether the Class A Shares or Preferred Shares will be convertible into or exchangeable for shares of any other class or of any other series of any class of stock and the terms and conditions of the conversion or exchange;



•

the voting rights of the Class A Shares or Preferred Shares, which may be full, limited or denied, except as otherwise required by law; provided that the recommendationsvoting rights of any series of Class A Shares or Preferred Shares may not be greater than the voting rights of the Company's common shares;



•

the preemptive rights, if any, to which the holders of Class A Shares or Preferred Shares will be entitled, and any limitations thereon;



•

whether the issuance of any additional Class A Shares or Preferred Shares, or of any Class A Shares or Preferred Shares in any series, will be subject to restrictions as to issuance, or as to the powers, preferences or rights of any of these other series; and



•

any other relative, participating, optional or other special rights and privileges, and qualifications, limitations or restrictions, with respect to the Class A Shares or Preferred Shares or any series thereof.

        The Company issued the currently outstanding Preferred Shares to enable the Company to participate in the $30 billion Small Business Lending Fund (the "SBLF") appropriated to the United States Department of the Treasury ("Treasury") under the Small Business Jobs Act of 2010. The Company sold to Treasury $8,500,000 of senior Preferred Shares. The purpose of the SBLF was to provide capital and incentives to eligible financial institutions to increase small business lending throughout the communities they serve. Under the terms of the SBLF issuance, the Company may not, without Treasury's consent, authorize or issue Preferred Shares which are receivedsenior to the shares held by Treasury with respect to the payment of dividends or the distribution of assets in the event of liquidation, dissolution or winding up of the Company.

        Except for the Preferred Shares currently issued to Treasury, the Company has no present intention or agreement to issue any Class A Shares or Preferred Shares. Currently, the purpose of increasing the authorized Preferred Shares from 8,500 to 20,000 is to have additional authorized Preferred Shares should the board of directors determine the issuance of such is appropriate and beneficial to MVB. The Company is contemplating the potential issuance of Preferred Shares or Class A Shares to institutional and/or accredited investors, but no such issuance has been agreed to, or approved by the board of directors of the Company. There are no arrangements, agreements or understandings relating to the Class A Shares or Preferred Shares at least 120 days beforethis time.

Reasons for Adoption of the next annual meetingProposed Amendment

        Preferred Stock.    Proposal Number One would increase the number of shareholders.shares of authorized preferred stock from 8,500 to 20,000 shares, with a par value of $1,000 per share. The board of directors of the Company believes that this change will provide the Company with greater flexibility in structuring future capital raising transactions, acquisitions and/or joint ventures, including taking advantage of financing techniques that may receive favorable treatment from regulatory agencies and credit rating agencies. The effect of being able to issue Preferred Shares without shareholder approval will enable the Company to engage in financing transactions and acquisitions which take full advantage of changing market conditions with little or no delay. The board believes that this will also help reduce costs because it will not have to seek additional shareholder approval to issue the shares unless it is required to obtain shareholder approval for the transaction under applicable law. There are no arrangements, agreements or understandings relating to the Preferred Shares at this time.

        Increased Shares of Common Stock and Class A Shares; Stock Split.    Proposal Number Two would cause the shares of authorized common stock, 10 million shares, par value $1.00, to become 20 million

shares, par value $1.00 per share and to authorize 20 million shares of Class A Common Stock, par value $1.00 per share. The board of directors has determined that the proposed stock split effected as a stock dividend would keep the price per share of common stock at a level which is attractive to individual investors. The board of directors of the Company believes that the increase in authorized common stock and the authorization of Class A Shares will provide the Company with greater flexibility in structuring future capital raising transactions, acquisitions and/or joint ventures, including taking advantage of financing techniques that may receive favorable treatment from regulatory agencies and credit rating agencies. The effect of being able to issue additional common stock and Class A Shares without shareholder approval will enable the Company to engage in financing transactions and acquisitions which take full advantage of changing market conditions with little or no delay. The board believes that this will also help reduce costs because it will not have to seek additional shareholder approval to issue the shares unless it is required to obtain shareholder approval for the transaction under applicable law. There are no arrangements, agreements or understandings relating to the Class A Shares at this time. Prior to the offering described below, 3,506,842 shares of common stock are issued and outstanding. In addition, MVB is in the procedures set forth below must be followedprocess of selling up to 1,562,100 shares of common stock in a private placement under Securities and Exchange Commission Rule 506(c), and MVB has issued options under its incentive stock option plan for employees and directors to purchase approximately 635,500 shares of common stock, including options approved by stockholders for submitting nominations for director to the shareholders. The Board of Directors but not subject to an option grant agreement. MVB also intends to offer up approximately 125,000 shares pursuant to a Purchase and Assumption Agreement with CFG Community Bank ("CFG") and its parent, Capital Funding Bancorp, Inc., pursuant to which, MVB will purchase certain assets and assume certain liabilities of CFG and its subsidiaries for $30 million in consideration, consisting of $26 million in cash and $4 million in shares of MVB common stock, subject to certain adjustments. Assuming all of the shares in the private placement are issued, the purchase of assets from CFG is completed, and all options are exercised, the stock split will result in the issuance of an additional 5,829,442 shares. MVB has had and continues to have discussions with various banks and other companies regarding possible acquisitions of additional subsidiaries, and the consideration for such possible acquisitions may include MVB common stock. However, at this time, there are no other arrangements, agreements or understandings relating to the additional shares of common stock.

Tax Consequences of the Stock Split

        The following discussion is included for general information only. Stockholders should consult their personal tax advisors to determine the particular consequences of the stock split, including the applicability and effect of federal, state, local and foreign income and other taxes. No gain or loss will be recognized for federal income tax purposes on the receipt of additional shares of Common Stock in the stock split. A holder's basis in the shares of Common Stock held immediately prior to the stock split is allocated proportionately among the original shares and the additional shares issued as a result of the Stock Split. The holding period of the shares of Common Stock received by a holder will include the period during which the shares of Common Stock owned immediately prior to the Stock Split were held.

Potential Effects of the Proposed Amendments

        The actual effect of the issuance of any shares of Class A Common Stock or Preferred Shares upon the rights of the holders of common stock cannot be stated until the board of directors determines the specific rights of any shares of the Class A Common Stock or Preferred Shares. However, the effects might include, among other things, restricting dividends on common stock, diluting the voting power of the common stock, reducing the market price of the common stock or impairing the liquidation rights of the common stock without further action by the shareholders. Holders of the Company's common stock will not have preemptive rights with respect to the Class A Common Stock or Preferred Shares.

        In deciding whether to issue shares of Class A Common Stock or Preferred Shares, the board of directors will consider the terms of such stock and the effect of the issuance on the operating results of the Company and its existing shareholders. The board of directors may issue Class A Common Stock or Preferred Shares for capital raising transactions, acquisitions, joint ventures or other corporate purposes that has the effect of making an acquisition of the Company more difficult or costly, as could also be the case if the board were to issue additional common stock for such purposes. The board of directors will, in the exercise of their fiduciary duties to the shareholders, weigh all factors carefully, together with the needs and prospects of the Company, before committing to the issuance of further shares not requiring shareholder approval. The board of directors does not propose this amendment for the purpose of discouraging mergers or changes in control of the Company.

Potential Anti-Takeover Effect of the Amendment

        The proposed amendment to the Articles could have certain anti-takeover effects with respect to the Company. Specifically, the additional shares of Class A Shares or Preferred Shares could be issued so as to make it more difficult for a third party to acquire a majority of the Company's outstanding voting stock or otherwise effect a change of control in the Company.

        Subject to the exercise of its fiduciary duties to the Company and its shareholders, the board will not issue any additional shares for any defensive or anti-takeover purpose or with features intended specifically to make any attempted acquisition of the Company more difficult.

Antitakeover Provisions

        MVB's Articles and Bylaws currently contain the following antitakeover provisions:

        – Staggered Directors' Terms.    The directors of MVB are elected for staggered terms of three years with approximately one-third of the directors being elected in any one year. This provision has the effect of making it more difficult and time consuming for a shareholder who has acquired or controls a majority of MVB's outstanding common stock to gain immediate control of the board of directors or otherwise disrupt MVB's management.

        – Advance Notice for Director Candidates.    MVB's Bylaws require that shareholders who intend to alter the manner in which it evaluatesnominate candidates regardless of whether or not the candidate was recommended or nominated by a shareholder.

MVB’s Bylaws provide that nominations for election to the Boardboard of Directorsdirectors must be made by a shareholder in writing delivered or mailed to the presidentgive written notice at least 14 but not less than 14 days nor more than 50, days prior to the date of any shareholders' meeting called for the electionpurpose of directors; provided, however, that if less than 21 days’electing directors. The advance notice requirements in MVB's Bylaws afford the board of directors the opportunity to consider the qualifications of the meeting is given to shareholders, the nominations must be mailed or delivered to the president not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. The notice of nomination must contain the following information,proposed nominees and, to the extent known:necessary, to inform the shareholders about these qualifications.

Nominations not made in accordance with these requirements may be disregarded by the chairman        – 75% Vote Required to Remove Directors.    MVB's Articles provide that holders of at least 75% of the meetingvoting power of shares entitled to vote generally in the election of directors may remove a director. This provision in MVB's Articles makes it more difficult for a third party to fill vacancies created by removal with its own nominees.

        – MVB's Articles Contain Supermajority Provisions.    The supermajority provisions in MVB's Articles and in such caseBylaws provide that the votes cast for each such nominee will likewise be disregarded. All nominees for electionaffirmative vote of the holders of at least 75% of the meeting are incumbent directors or directorsoutstanding shares of the voting stock of MVB subsidiarieswill be required to amend or repeal provisions in the Articles dealing with the classification of the board of directors, director nominations, appointment to newly created directorships, vacancies of directors, removal of directors and business combinations by unsolicited and unapproved third parties. The purpose of a supermajority requirement is to prevent a shareholder with a majority of MVB's voting power from avoiding the requirements of the foregoing by simply repealing them.

        – Advance Notice Requirements for Shareholders Proposals.    MVB's Bylaws require that a shareholder wishing to bring business before an annual meeting of shareholders must give 120 days' advance notice to MVB before the date of the board's proxy statement released to shareholders. This advance notice requirement gives the board the opportunity to consider the shareholder's proposal and to inform the other shareholders about the proposal and the board's position regarding it. This provision could discourage a shareholder from bringing a matter before an annual meeting.

        – Fair Price Provision.    MVB's Articles contain what is known as a "fair price provision." The fair price provision requires the approval of at least 75% of MVB's shares entitled to vote to approve transactions with an interested shareholder except in cases where either (1) price criteria and procedural requirements are included as nominees in this Proxy Statement. No shareholder recommendationssatisfied, or nominations have been made.(2) a majority of MVB's board of directors recommends the transaction to the shareholders. If the minimum price criteria and procedural requirements are met or the requisite approval of MVB's disinterested directors are given, the normal requirements of West Virginia law would apply.

Executive Compensation

The following informationAn "interested shareholder" is prepared based on positions as of December 31, 2012. All compensation is paid by Bank. The following table summarizes compensation paid to executive officers andany person, other highly paid individuals for the periods indicated.

SUMMARY COMPENSATION TABLE

* Mr. Robinson was hired August 11, 2011; disclosure was not required in 2011.

(1)This includes director fees of $15,450 and $6,900 for Messrs. Mazza and Turner respectively for 2012 and $12,000 and $4,500, respectively for 2011.

Except for thethan MVB Bank, Inc. Annual Performance Compensation Plan, which applies to all employees, MVB does not provide Stock Awards, Non-Equity Incentive Plan Compensation or Non-Qualified Deferred Compensation Earnings to its officers or directors.

The Board of Directors of MVB believes that the successful implementationany of its subsidiaries, who is, or who was within the two-year period immediately before the announcement of a proposed business strategy will depend upon attracting, retaining and motivating able executives, managers and other key employees. The 2003 MVB Financial Corp. Stock Incentive Plan provides thatcombination, the Human Resources & Compensation Committee appointed by the Boardbeneficial owner of Directorsmore than 10% of MVB have the flexibility to grant stock options, merit awards, and rights to acquire stock through purchase under a stock purchase program. During 2011, the Human Resources & Compensation Committee granted eight awards totaling 10,500 at an exercise price of $22.50 per share. The expense to be recognized with the awards will be amortized over five years, beginning in 2012. During 2012, the Human Resources & Compensation Committee granted eleven awards, totaling 79,500 shares at exercise prices of $22.00 and $24.00 per share. The expense to be recognized with the awards will be amortized over five years, beginning in 2013.

The following tables summarize the outstanding equity awards at fiscal year-end, December 31, 2012.

MVB does not provide Stock Award Plans for employees.

MVB provides a defined benefit retirement plan for all qualifying employees. They must have completed one year of service and be older than 21 years of age. There is a five-year requirement for full vesting. The plan provides for benefits based on the highest five consecutive years of earnings; times 2%; times years of service. Normal retirement age is 65. All retiree benefits are calculated in the same manner.

Employment Agreements and Change in Control

MVB and the Bank have employment contracts with Messers Mazza, Turner, Robinson and Ms. Kokoska. The general terms of these contracts are described below:

Under the terms of the contract with Mr. Mazza, effective January 1, 2010, he serves as Chief Executive Officer of MVB and the Bank. The term of Mr. Mazza’s contract is for one year. The agreement automatically renews for an additional one year on January 1 of each year unless written notice of non-renewal of the agreement is provided no later than December 1 of each year. The base salary is $285,000, effective January 1, 2012 and is subject to adjustment annually by the Board of Directors. If terminated without cause, Mr. Mazza shall receive an amount equal to that payable under the Agreement over a period of twelve months and such benefits as provided at the time of termination. If terminated as a result of the legal disability, Mr. Mazza shall be entitled to receive benefits under MVB’s long-term disability policy. Mr. Mazza, for the remaining term of the agreement, shall be entitled to receive an amount equal to the remaining term of the agreement less the long-term disability benefits. If terminated under a change in control of MVB or the Bank, Mr. Mazza would be entitled to receive compensation equal to that payable under the Agreement for a period of 12 months.

Mr. Turner’s contract is for a one-year term, effective January 1, 2010. The agreement automatically renews for an additional year on January 1 of each year, unless written notice of non-renewal of the agreement is provided no later than December 1 of each year. If at the end ofMVB's voting power. It also includes any contract year, Mr. Turner wishes to extend his employment on a part-time basis, the contract provides the basis for such part-time work. The base salary is $220,000, effective January 1, 2012 and is subject to adjustment annually by the Board of Directors. If terminated without cause, Mr. Turner shall receive an amount equal to that payable under the agreement over a period of twelve months and such benefits as provided at the time of termination. If terminated as a result of the legal disability, Mr. Turner shall be entitled to receive benefits under MVB’s long-term disability policy. Turner, for the remaining term of the agreement, shall be entitled to receive an amount equal to the remaining term of the agreement less the long-term disability benefits. If terminated under a change in control of MVB or the Bank, Mr. Turner would be entitled to receive compensation equal to that payable under the Agreement for a period of twelve months.

Mr. Robinson’s contract is for a one-year term, effective April 18, 2011.  The agreement automatically renews for an additional year on the anniversary date of each year for an additional one year.  For the purposes of determining the anniversary date of this Agreement December 31 of each year will be used.   Written notification of non-renewal must be provided no later than December 1 of each year.  The base salary is $185,000, effective January 1, 2012 and is subject to adjustment annually by the Board of Directors.  If terminated without cause, Mr. Robinson shall receive an amount equal to that payable under the agreement over a period of twelve months and such benefits as provided at the time of termination.  If terminated as a result of the legal disability, Mr. Robinson shall be entitled to receive benefits under MVB’s long-term disability policy.  Robinson, for the remaining term of the agreement, shall be entitled to receive an amount equal to the remaining term of the agreement less the long-term disability benefits.  If terminated under a change in control of MVB or the Bank, Mr. Robinson would be entitled to receive compensation equal to that payable under the Agreement for a period of twelve months.

Mrs. Kokoska’s contract is for a one-year term, effective April 18, 2011.  The agreement automatically renews for an additional year on the anniversary date of each year for an additional one year.  For the purposes of determining the anniversary date of this Agreement December 31 of each year will be used.   Written notification of non-renewal must be provided no later than December 1 of each year.  The salary for 2012 was $320,193 ($50,000 + commission for 2012) and is subject to adjustment annually by the Board of Directors.  If terminated without cause, Mrs. Kokoska shall receive an amount equal to that payable under the agreement over a period of twelve months and such benefits as provided at the time of termination.  If terminated as a result of the legal disability, Mrs. Kokoska shall be entitled to receive benefits under MVB’s long-term disability policy.  Kokoska, for the remaining term of the agreement, shall be entitled to receive an amount equal to the remaining term of the agreement less the long-term disability benefits.  If terminated under a change in control of MVB or the Bank, Mrs. Kokoska would be entitled to receive compensation equal to that payable under the Agreement for a period of twelve months.

The foregoing descriptions apply to agreements entered into by MVB with the Executive Officers named in the Summary Compensation Table above, or “Named Executive Officers.” In addition to these employment agreements, MVB and the Bank have entered into a number of employment agreements with other employees. One of these employment agreementsperson who is an agreement dated asassignee of, December 20, 2012, with H. Edward Dean, III. Mr. Dean became employed as President and Chief Executive Officeror has succeeded to, any shares of Potomac Mortgage Group, LLC (“PMG”),voting stock in a mortgage company acquiredtransaction not involving a public offering which were at any time within the prior two-year period beneficially owned by MVB in Decemberinterested shareholders. A "disinterested director" is any member of 2012. This agreement provides that Mr. Dean will serve as president and chief executive officer of PMG and will be nominated to serve on the board of directors of MVB who is not affiliated with an interested shareholder and who was a director of MVB prior to the time the interested shareholder became an interested shareholder. It also includes any successor to a disinterested director who is not affiliated with an interested shareholder and who was recommended by a majority of the disinterested directors then on the board.

Advantages of MVB's Anti-Takeover Provisions

        The provisions discussed above may constitute defensive measures because they may discourage or deter a third party from attempting to acquire control of MVB. The agreement haspurpose of these provisions is to discourage and to insulate the corporation against hostile takeover efforts which MVB's board of directors might determine are not in the best interests of MVB and its shareholders. We believe that these provisions are reasonable precautions to ensure that a primary termparty seeking control will discuss its proposal with management.

Disadvantages of fiveMVB's Anti-Takeover Provisions

        The classification of the board of directors makes it more difficult to change directors because they are elected for terms of three years rather than one year, and at least two annual meetings instead of one are required to change a majority of the board of directors. Furthermore, because of the smaller number of directors to be elected at each annual meeting, holders of a minority of the voting stock may be in a less favorable position to elect directors through the use of cumulative voting. The supermajority provisions make it more difficult for shareholders to effect changes in the classification of directors.

        The ability of the board of directors to issue additional shares of common, Class A Common Stock and Preferred Shares also permits the board of directors to authorize issuance of the stock which may be extended by Mr. Dean,dilutive and, in the case of Class A Common Stock or Preferred Shares, which may affect the substantive rights of shareholders without requiring an additional shareholder vote.

        Collectively, the provisions may be beneficial to management in a hostile takeover attempt, making it more difficult to effect changes, and at his option, for successive termsthe same time, adversely affecting shareholders who might wish to participate in a takeover attempt.

Recommendation and Vote

        The affirmative vote of up to three years. Mr. Dean’s base compensation under the agreement is $500,000 per year, plus an earnout for a pre-tax income (excluding certain administrative expenses and other specific adjustments). Subject to certain exceptions, for eachmajority of the three fiscal yearsshares of common stock present at the meeting is required to adopt the proposed amendment to Article V of the initial termArticles. MVB is in the process of determining whether the United States Treasury is entitled to vote on Proposal 1. If the Treasury is entitled to vote on Proposal 1 and votes against the proposal, then Proposal 1 will not be adopted. Common stock represented by properly executed and returned proxy cards will be voted as specified or, if no instructions are given (except in the case of broker non-votes), will be voted "FOR" the adoption of the agreement, Mr. Dean is eligibleproposed amendments to receive 74% of 50% of PMG’s annual pre-tax income over $8 million, until the total PMG pre-tax income reaches $24,000,000. After the $24,000,000 in PMG earnings is reached, Mr. Dean will be entitled to receive 74% of 25% of PMG’s pre-tax income, subject to certain exceptions, for the remainderArticle V of the initial term. The agreement also provides for commissions payable to Mr. Dean for eligible loans over the term of the agreement which are originated by Mr. Dean. Generally, the commission is .80% per loan, except for construction loans and home equity lines of credit, for which the commission is .50%, subject to decreases to ensure a minimum return on home equity lines of credit. The agreement also provides for the issuance of options to purchase 5,000 shares, with vesting of 1,000 shares on each of the five anniversary dates after December 20, 2012. The agreement also provides for a monthly vehicle allowance of $1,500 and participation in employee benefit plans and executive compensation programs. If Mr. Dean’s employment is terminated without cause, or terminated by Mr. Dean for a good reason, as defined under the agreement (including after a change of control) Mr. Dean would be entitled to receive 18 month’s compensation, based on the average of the previous two years. In addition, all restrictions on company stock owned by Mr. Dean would be removed, and all stock options would immediately vest. MVB and the Bank would also provide payments for health insurance premiums for the maximum time provided for under the federal Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, plus six months. These benefit payments will be in effect, regardless of the reasons for termination of employment. In addition, Mr. Dean or his family would be entitled to other employee benefits through the remaining term of the agreement. All commissions which were earned as of the date of termination would be paid in no later than 30 days after the closing of the applicable loan. If the agreement is terminated as a result of legal disability, Mr. Dean would be entitled to receive benefits under MVB’s long-term disability policy. The agreement also provides that, on termination without cause, or termination by Mr. Dean without good reason, as defined in the agreement, Mr. Dean will not compete with, or solicit customers or employees of MVB or PMG for a period of 18 months. Pursuant to the agreement, on December 31, 2012, MVB entered into an indemnification agreement with Mr. Dean, which provides for indemnification and advances in expenses and costs incurred by Mr. Dean in connection with claims, suits or proceedings arising as a result of his service with the Company, to the fullest extent permitted by law.

Director CompensationArticles.

No compensation is paid for serving as a memberThe board of the Board of MVB. Members of the Board of Directors of the Bank receive a fee of $300 for each Board meeting attended and a fee of $150 for each Committee meeting attended. To the extent a director fee is paid by a subsidiary, such fee is also included below. MVB-Central, Inc. and MVB-East, Inc. paid a fee of $300 per meeting attended. The table below provides detail information about non-executive director fees paid in 2012. All director compensation is paid in cash.

MVB and the Bank have, and expect to continue to have, banking and other transactions in the ordinary course of business with its directors and officers and their affiliates, including members of their families or corporations, partnerships or other organizations in which officers or directors have a controlling interest, on substantially the same terms (including documentation, price, interest rates and collateral, repayment and amortization schedules and default provisions) as those prevailing at the time for comparable transactions with unrelated parties. Allunanimously recommends that shareholders vote "FOR" approval of these transactions were made on substantially the same terms (including interest rates, collateral and repayment terms on loans) as comparable transactions with non-affiliated persons. MVB’s management believes that these transactions did not involve more than the normal business risk of collection or include any unfavorable features.

proposals.

Principal Holders of Voting Securities

As of MarchDecember 1, 2013, there arewere no shareholders that currently beneficially own or have the right to acquire shares that would result in ownership of more than 5% of MVB’sMVB's common stock.

Ownership of Securities Byby Directors Nominees and Executive Officers

As of MarchDecember 1, 2013, ownership by directors nominees and executive officers in MVB was:

3.     ADJOURNMENT OF THE SPECIAL MEETING

        In the event there are not sufficient votes at the time of the Special Meeting to adopt the proposed amendments to the Company's Articles, the Company's management may propose to adjourn the Special Meeting to a later date or dates in order to permit the solicitation of additional proxies. Under West Virginia law, no notice of an adjourned meeting need be given to you if the date, time and place of the adjourned meeting are fixed and announced at the Special Meeting.

In accordance with recent legislation and rules promulgatedorder to permit proxies that have been received by the SEC,Company at the time of the Special Meeting to be voted for an adjournment, if necessary, the Company has submitted the proposal to adjourn the Special Meeting to you as a separate matter for your consideration.

        In this proposal, the Company is providingasking you to authorize the holder of any proxy solicited by its board of directors to vote in favor of adjourning the Special Meeting and any later adjournments. If the Company's shareholders withapprove the proposal to adjourn the Special Meeting, the Company could adjourn the Special Meeting, and any adjourned session of the Special Meeting, to use the additional time to solicit additional proxies in favor of the proposal to amend the Company's Articles including the solicitation of proxies from the shareholders that have previously voted against the proposal. As a non-binding advisory vote on compensation programs for our Named Executive Officers listed inresult, even if proxies representing a sufficient number of votes against the table entitled “Summary Compensation Table” (sometimes referredproposal to as “say on pay”). Accordingly, you mayamend the Company's Articles have been received, the Company could adjourn the Special Meeting without a vote on the following resolution atproposal to amend the 2013 annual meeting:

“Resolved, that theCompany's Articles and seek to convince shareholders approve, on an advisory basis, the compensationto change their votes to votes in favor of the Company’s Named Executive Officers as disclosed in the accompanying compensation tables, and the related narrative disclosure in this Proxy Statement.”

This vote is advisory in nature and therefore, is nonbinding. The Board of Directors and the Human Resources & Compensation Committee, which is comprised of independent directors, expect to take into account the outcomeadoption of the vote when considering future executive compensation decisionsamendment to the extent they can determine the cause or causesCompany's Articles.

        The Company's board of any significant negative voting results. The number of votes cast “For” the approval of the compensation of the Named Executive Officers as discussed herein must exceeddirectors believes that if the number of votes cast “against”common shares present or represented at the proposal.

The Board of Directors unanimously recommends that you vote “FOR” the approval, on an advisory basis,Special Meeting and voting in favor of the compensation of our Named Executive Officers as disclosedproposal to adopt the amendment to the Company's Articles is insufficient to adopt the amendment, it is in the Compensation Discussionbest interests of the shareholders to enable the board of directors, for a limited period of time, to continue to seek to obtain a sufficient number of additional votes to adopt the proposed amendment.

Recommendation and Analysis,Vote

        The proposal to adjourn the accompanying compensation tables andSpecial Meeting must be approved by the related narrative disclosure.

3.            NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION

In addition to providing shareholders withholders of a majority of the opportunity to cast an advisory vote on executive compensation,common shares of the Company this year is providing shareholders with an advisorypresent in person or by properly executed proxy and entitled to vote on whether the advisory vote on executive compensation should be held every one, two or three years.

The Board of Directors believes that an annual vote for the non-binding advisory vote on executive compensation is the optimal interval for conducting and responding to a “say on pay” vote because it will allow us to obtain information on our shareholders’ views of the compensation of our named executive officers on a more consistent basis. Shareholders who have concerns about executive compensation during the interval between “say on pay” votes are welcome to bring their specific concerns to the attention of the Board. Please refer to “Shareholder Communications with the Board” in this Proxy Statement for information about communicating with the Board or its individual members.

The proxy card provides shareholders with the opportunity to choose among one of four options (holding the vote every one, two or three years, or abstaining) and, therefore, shareholders will not be voting to approve or disapprove the Board of Director’s recommendation.

Although this advisory vote to the frequency of the “say on pay” vote is non-binding, the Board of Directors and the Compensation Committee will take into account the outcome of the vote when considering the frequency of future advisory votes on executive compensation.

The Board of Directors unanimously recommends that you select 1 YEAR for future non-binding advisory votes on executive compensation.

4.            PROPOSAL TO APPROVE THE 2013 MVB FINANCIAL CORP. STOCK INCENTIVE PLAN

It is proposed that shareholders approve the 2013 MVB Financial Corp. Stock Incentive Plan (the “Incentive Plan”) at the AnnualSpecial Meeting. The proposed Incentive Plan will replace MVB’s 2003 Stock Incentive Plan (the “2003 Plan”). The Incentive Plan was adopted by MVB’s Board of Directors on March 19, 2013, subject to the approval of MVB’s shareholders. When a quorum exists, the Incentive Plan will be approved if the votes cast at the Annual Meeting favoring the Incentive Plan exceed the votes cast opposing the Incentive Plan.

The following paragraphs summarize the purpose and certain of the provisions of the Incentive Plan. The summary is qualified in its entirety by reference to the complete text of the Incentive Plan, which is attached asExhibit A to this proxy statement. Capitalized terms used but not defined in the following summary have the meanings set forth in the Incentive Plan.

Summary of the Incentive Plan

The Board of Directors believes that the Incentive Plan will benefit MVB by (i) assisting in recruiting and retaining the services of individuals with ability and initiative, (ii) providing greater incentive for directors and employees, and (iii) associating the interestsboard of directors and employees with those of MVB and its shareholders through opportunities for increased stock ownership.

A Committee consisting of outside directors will administer the Incentive Plan. The Committee may delegate its authority to administer the Incentive Plan to an officer of MVB. The Committee may not delegate its authority with respect to individuals who are subject to Section 16 of the Securities Exchange Act of 1934, however. As used in this summary, the term “Administrator” means the Committee and any delegate, as appropriate.

Employees and directors of MVB and its affiliates are eligible to participate in the Incentive Plan. The class of eligible personnel includes approximately 300 people. The Administrator will select the individuals who will participate in the Incentive Plan. The Administrator may, from time to time, grant stock options, stock purchase rights or stock awards to Participants.

Options granted under the Incentive Plan may be incentive stock options or nonqualified stock options. A stock option entitles the Participant to purchase shares of Common Stock from MVB at the option price. The option price will be fixed by the Administrator at the time the option is granted, but in the case of an incentive stock option, the price cannot be less than the shares’ fair market value on the date of grant. The option price may be paid in cash, or, with the Administrator’s consent, with shares of Common Stock or a combination of cash and Common Stock.

Participants may also be awarded shares of Common Stock pursuant to a stock award. The Administrator, in its discretion, may prescribe that a Participant’s right in a stock award shall be nontransferable or forfeitable or both unless certain conditions are satisfied. These conditions may include, for example, a requirement that the Participant continue employment with MVB for a specified period or that MVB or the Participant achieves stated objectives.

The Incentive Plan provides that outstanding options will become exercisable and outstanding stock awards will be vested upon a change in control.

All awards made under the Incentive Plan will be evidenced by written agreements between MVB and the Participant. The Administrator will establish guidelines supplementing the provisions of the Incentive Plan to aid in the selection of Participants and to determine the amounts, timing, and other terms of awards.

A maximum of 1,100,000 shares of Common Stock, including 319,076 shares subject to options issued under the 2003 Plan, may be issued upon the exercise of options and stock awards. These limitations will be adjusted, as the Administrator determines is appropriate, in the event of a change in the number of outstanding shares of Common Stock by reason of a stock dividend, stock split, combination, reclassification, recapitalization or other similar events. The terms of outstanding awards also may be adjusted by the Administrator to reflect such changes.

No option or stock award may be granted under the Incentive Plan after May 20, 2023. The Board of Directors may, without further action by shareholders, terminate or suspend the Incentive Plan in whole or in part. The Board of Directors also may amend the Incentive Plan except that no amendment that increases the number of shares of Common Stock that may be issued under the Incentive Plan or changes the class of individuals who may be selected to participate in the Incentive Plan will become effective until it is approved by shareholders.

No grants under the Incentive Plan have been made. It is not possible at the present time to determine the benefits or amounts that will be received or allocated in the future under the Incentive Plan.

Federal Income Tax Consequences

MVB has been advised by counsel regarding the Federal income tax consequences of the Incentive Plan. No income is recognized by a Participant at the time an option is granted. If the option is an incentive stock option, no income will be recognized upon the Participant’s exercise of the option. Income is recognized by a Participant when he disposes of shares acquired under an incentive stock option. The exercise of a nonqualified stock option generally is a taxable event that requires the Participant to recognize, as ordinary income, the difference between the shares’ fair market value and the option price.

Income generally is recognized on account of a stock award on the first day that the shares are either transferable or not subject to a substantial risk of forfeiture. The amount of income recognized by the Participant equals the fair market value of the Common Stock received on that date.

The employer (either MVB or a related entity) will be entitled to claim a federal income tax deduction on account of the exercise of a nonqualified option or the vesting of a stock award. The amount of the deduction is equal to the ordinary income recognized by the Participant. The employer will not be entitled to a federal income tax deduction on account of the grant or the exercise of an incentive stock option. The employer may claim a federal income tax deduction on account of certain dispositions of Common Stock acquired upon the exercise of an incentive stock option.

Equity Compensation Plan Information

The following table provides information about stock options outstanding and shares available for future awards under MVB’s equity compensation plans as of December 31, 2012.

The Board of Directors unanimously recommends that shareholders vote “FOR”"FOR" approval of this proposal.

4.     OTHER MATTERS

If the proposal to amend MVB’s articlesThe board of incorporation to increase the number of authorized shares of the Company’s Common Stock is not approved, the Incentive Plan will not be adopted.

5.             PROPOSAL TO AMEND ARTICLES OF INCORPORATION

General

Under the proposal, the first paragraph of Article V of the company’s articles of incorporation would be amended to read as follows:

The amount of the total authorized capital stock of said corporation shall be eighteen million five hundred thousand dollars ($18,500,000), which shall be divided into ten million (10,000,000) shares of Common Stock with a value of $1.00 per share, and eight thousand five hundred (8,500) shares of Preferred Stock with a par value of $1,000 per share (“Preferred Stock”)

The other provisions of Article V would remain unchanged.

Under the company’s Amended Articles of Incorporation (the “Articles”), the company has authority to issue up to 4,000,000 shares of Common Stock and 8,500 preferred shares. If the shareholders adopt the proposed amendment to the Articles, the company will be authorized to issue up to 10,000,000 shares of common stock. As such, the increased number of shares of Common Stock would be available for issuance without further action by the company’s shareholders, except as may be required by applicable law.

Reasons for Adoption of the Proposed Amendment

The primary reason for the increased number of authorized shares of Common Stock is to allow the Board of Directors to issue additional shares for the Plan and the company’s Dividend Reinvestment Plan, for stock dividends or in the event that the Board determines that additional capital is necessary or desirable or in the event of an acquisition of a third party. Currently, the Board of Directors has no plan or requirement to issue additional shares of Common Stock, except with regard to the Incentive Plan and the Dividend Reinvestment Plan.

The Board believes that the proposed amendment to the Articles of Incorporation to authorize the issuance of additional shares of Common Stock is advisable and in the best interest of the company and the shareholders. The authorization of these shares would provide the company with maximum flexibility in structuring acquisitions, joint ventures, strategic alliances, capital-raising transactions and for other corporate purposes. The additional shares would enable the company to respond promptly to and take advantage of market conditions and other favorable opportunities without incurring the delay and expense associated with calling a special meeting of shareholders to approve a contemplated issuance of shares. The Board believes that this will also help reduce costs because it will not have to seek additional shareholder approval to issue the shares unless it is required to obtain shareholder approval for the transaction under applicable law.

Potential Anti-Takeover Effect of the Amendment

The proposed amendment to the Articles could have certain anti-takeover effects with respect to the company. Specifically, the additional shares of Common could be issued so as to make it more difficult for a third party to acquire a majority of the company’s outstanding voting stock or otherwise effect a change of control in the company.

Subject to the exercise of its fiduciary duties to the company and its shareholders, the Board does not currently intend to issue any additional shares of common for any defensive or anti-takeover purposes or with features intended specifically to make any attempted acquisition of the company more difficult. Instead, the Board intends to issue additional shares of Common Stock only for the purpose of facilitating acquisitions, joint ventures, strategic alliances and capital-raising transactions, and for other corporate purposes which the Board determines to be in the best interest of the company and its shareholders. The issuance of additional shares of Common Stock in connection with these purposes could nonetheless have the effect of making an acquisition of the company more difficult.

The Board of Directors unanimously recommends that shareholders vote “FOR” approval of this proposal.

The enclosed proxy will be voted “FOR” the proposed amendment to the Articles of Incorporation unless otherwise directed. The affirmative vote of a majority of the shares of Common Stock present at the meeting is required to adopt the proposed amendment to Article V of the Articles.

The firm of S.R. Snodgrass, A.C. examined the financial statements of MVB for 2012 and 2011 and are being proposed to do so for 2013. The proxies will vote your proxy “For” ratification of the selection of S.R. Snodgrass, A.C. unless otherwise directed. Representatives of S.R. Snodgrass, A.C. will be present at the Annual Meeting of Shareholders and will have an opportunity to make a statement or respond to appropriate questions.

The following fees were billed by S.R. Snodgrass, A.C. as indicated:

The Audit Committee has considered whether S.R. Snodgrass, A.C. has maintained its independence during the fiscal year-ended December 31, 2012. The Audit Committee requires that the Audit Committee pre-approve all audit and non-audit services to be provided to MVB by the independent accountants, except for cumulative expenditures not to exceed $5,000. Further, the pre-approval policies may be waived, with respect to the provision of any non-audit services, consistent with the exceptions for federal securities laws. The Audit Committee did not waive the pre-approval requirement of any other services during 2012 or 2011.

The Board of Directors unanimously recommends that you vote “For” such ratification.

Voting of Proxies

If any of the nominees for election as directors should be unable to serve as Directors by reason of death or other unexpected occurrence, a proxy will be voted for a substitute nominee or nominees designated by the Board of Directors of MVB unless the Board adopts a resolution pursuant to the Bylaws reducing the number of directors.

The Board of Directors is unaware of any other matters to be considered at the meeting but, if any other matters properly come before the meeting, persons named in the proxy will vote such proxy in accordance with their judgment on such matters.

Legal ActionsDelivery of Information

Neither MVB nor MVB Bank, Inc.In accordance with SEC Rule 14a-3(e)(i), only one proxy statement is currently involved in any legal action that is not ofbeing delivered to multiple security holders at a routine nature.

Form 10-K Annual Report

single address. Upon written request by any shareholder to Lisa J. Wanstreet,McCormick, Corporate Secretary, MVB Financial Corp, 301 Virginia Avenue, Fairmont, West Virginia 26554,will provide a separate copy of the Bank’s 2012 Annual Report on Form 10-K willaforementioned document to any shareholder at a shared address to which a single copy was delivered. Mrs. McCormick may be contacted by telephone or mail as provided without charge.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a)in the Notice of Special Meeting of Shareholders or by e-mail at lmccormick@mvbbanking.com. This same procedure may be used to separate any shareholder from multiple shareholder/single address mailings. In addition, shareholders sharing a single address and receiving multiple copies of the Securities Exchange Act of 1934 requires MVB’s directors and executive officers, and persons who own more than ten percentdocuments may request the delivery of a registered class of MVB equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of MVB. Officers, directors and shareholders owning more than ten percent are required by SEC regulation to furnish MVB with copies of all Section 16(a) forms which they file.

To MVB’s knowledge, based solely upon reviewsingle copy of the copies of such reports furnished to mailing. Mrs. McCormick is also the contact for this request.

Larry F. Mazza
Chief Executive Officer

Exhibit A

RESOLUTIONS OF SPECIAL MEETING
OF BOARD OF DIRECTORS OF
MVB and written representations that no other reports were required, during the two fiscal years ended December 31, 2012, all Section 16(a) filing requirements applicable to its officers, directors and persons owning more than ten percent were complied with.FINANCIAL CORP.

        

Shareholder Communications with the Board

Any shareholder desiring to contactWHEREAS, the Board of Directors or any individual director serving ondeems it to be in the Board may do so by written communication mailed to: Board of Directors (Attention: (name of director(s), as applicable), carebest interests of the Corporate Secretary, MVB Financial Corp. 301 Virginia Avenue, Fairmont, WV 26554. Any proper communication so received will be processed byCorporation to increase the Corporate Secretary as agent for the Board. Unless, in the judgmentauthorized number of the Corporate Secretary, the matter is not intended or appropriate for the Board (and subject to any applicable regulatory requirements), the Corporate Secretary will prepare a summary of the communication for prompt delivery to each member of the Board or, as appropriate, to the member(s) of the Board named in the communication. Any director may request the Corporate Secretary to produce for his or her review the original of the shareholder communication.

Shareholder Proposals for the 2014 Annual Meeting

Any shareholder who wishes to have a proposal placed before the 2014 Annual Meeting of Shareholders pursuant to Rule 14a-8 of the SEC’s proxy rules must submit the proposal to the Chief Executive Officer of MVB no later than December 13, 2013, to have it considered for inclusion in the Proxy Statement of the Annual Meeting in 2014, expected to be held May 20, 2014.

Annual Report

MVB’s 2012 Annual Report to Shareholders is being made available electronically at http://www.mvbbanking.com/2013-SH-Materials.html on the record date. The Annual Report to Shareholders does not constitute a part of this Proxy Statement or the proxy solicitation material.

	Larry F. Mazza
	President and Chief Executive Officer

20

Exhibit A

MVB FINANCIAL CORP.

2013 STOCK INCENTIVE PLAN

SECTION 1

Statement of Purpose

1.1             The MVB Financial Corp. 2013 Stock Incentive Plan (the "Plan") has been established by MVB Financial Corp. (the "Company") to become effective at the Effective Time as defined herein in order to enhance shareholder value by:

(a)             Attracting and retaining well qualified directors and executive, managerial and other employees;

(b)             Motivating participating directors and employees, by means of appropriate incentives, to achieve long-range goals;

(c)             Providing incentive compensation opportunities that are competitive with those of other similarly situated banking institutions; and

(d)             Connecting a Participant's interests with those of the Company's other stockholders through compensation based on the Company's capital stock thereby promoting the long-term financial interest of the Company, including the growth in value of the Company's equity and enhancement of long-term stockholder return.

SECTION 2

Definitions

2.1             Unless the context indicates otherwise, the following terms shall have the meaning set forth below opposite each respective term:

(a              Acquiring Corporation. The term "Acquiring Corporation" means the surviving, continuing successor or purchasing corporation in an acquisition or merger with the Company in which the Company is not the surviving corporation.

(b)             Award. The term "Award" means any award or benefit granted to any Participant under the Plan, including, without limitation, the grant of Options, Merit Awards and Stock acquired through purchase under Section 7.

(c)             Board. The term "Board" means the Board of Directors of the Company acting as such but shall not include the Committee or other committees of the Board acting on behalf of the Board.

(d)             Cause. The term "Cause" means (a) the continued failure by the Participant to substantially perform his or her duties with the Company (other than any such failure resulting from his or her incapacity due to physical or mental illness), or (b) the engaging by the Participant in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise.

(e)             Change in Control. A "Change in Control" shall be deemed to have occurred (a) upon the approval of the Board (or if approval of the Board is not required as a matter of law, the shareholders of the Company) of (1) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of Stock would be converted into cash, securities or other property, other thancommon stock and preferred stock and to create a merger in which the holders of the Stock immediately prior to the merger will have more than 50% of the ownershipseparate class of common stock of the surviving corporation immediately afterCorporation;

THEREFORE, BE IT

RESOLVED, that the merger, (2) any sale, lease, exchange or other transfer (in one transaction or a seriesfirst paragraph of related transactions) of all or substantially allArticle V of the assetsArticles of Incorporation be amended to read, in its entirety, as follows:

ARTICLE V

        The amount of the Company, or (3) adoptiontotal authorized capital stock of any plan or proposal forsaid corporation shall be sixty million dollars ($60,000,000), which shall be divided into twenty million (20,000,000) shares of Common Stock with a value of $1.00 each per share, twenty million (20,000,000) shares of Class A Common Stock, par value $1.00 per share ("Class A Common Stock"); and twenty thousand (20,000) shares of Preferred Stock with a par value of $1,000 per share ("Preferred Stock").

FURTHER RESOLVED, that the liquidation or dissolutionfollowing be added to the end of Article V of the Company, or (b) when any person, other than a Significant Stockholder, or any subsidiaryArticles of the Company or employee benefit plan or trust maintained by the Company or any of its subsidiaries,Incorporation:

        Class A Common Stock shall become the beneficial owner, directly or indirectly, of more than 25% of the Stock outstanding at the time, without the prior approval of the Board.

Notwithstanding the foregoing, to the extent that any amount constituting Section 409A Deferred Compensation would be payable under this Plan by reason of a Change in Control, such amount shall become payable only if the event constituting a Change of Control would also constitute a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A. Similar rules shall apply to the extent any Change in Control would extend or modify Section 409A Deferred Compensation or would accelerate or defer vesting of Section 409A Deferred Compensation and such change would constitute an impermissible acceleration or deferral of compensation within the meaning of Section 409A.

(f)             Code. The term "Code" means the Internal Revenue Code of 1986, as amended. A referenceranked junior to any provision of the Code shall include reference to any successor provision of the Code.

(g)             Committee. The term "Committee" means the committee of the Board selected in accordance with the provisions of Subsection 4.2.

(h)             Company. The term "Company" means MVB Financial Corp., a West Virginia corporation.

(i)             Date of Termination. A Participant's "Date of Termination" shall be the date on which his or her employment with all EmployersPreferred Stock issued and Related Companies terminates for any reason; provided that for purposes of this Plan only, a Participant's employment shall not be deemed to be terminated by reason of a transfer of the Participant between the Company and a Related Company (included Employers) or between two Related Companies (including Employers); and further provided that a Participant's employment shall not be considered terminated by reason of the Participant's leave of absence from an Employer or a Related Company that is approved in advance by the Participant's Employer.

(j)             Disability or Disabled. Except as otherwise provided by the Committee, a Participant shall be considered to have a "Disability" or be “Disabled”if either:

A-2

(a)             the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or

(b)             the Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s employer.

(k)             Effective Date. The term "Effective Date" means the date on which the shareholders of the Company approve the Plan.

(l)              Employee. The term "Employee" means a person with an employment relationship with an Employer.

(m)             Employer. The Company and any Subsidiary which, with the consent of Company, participates in the Plan for the benefit of its eligible Employees are referred to collectively as the "Employers" and individually as an "Employer".

(n)             Exercise Price. The term "Exercise Price" means,outstanding, with respect to each sharethe payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Corporation. The voting powers, designations, preferences, limitations, restrictions and relative rights of the Class A Common Stock subject to an Option, the price fixed by the Committee at which such shareare as follows:

        A.    Issuance in Series.    Class A Common Stock may be purchasedissued from time to time in one or more series. All shares of Class A Common Stock shall be of equal rank and shall be identical, except in respect of the Company pursuant toparticulars that are fixed in the exerciseArticles of such Option, which price at no timeIncorporation or may be less than 100% of the Fair Market Value (or in the case of a Ten Percent Stockholder, less than 110% of the Fair Market Value) of the Stock on the date the Option is granted.

(o)             Fair Market Value. The term "Fair Market Value" means with respect to each share of stock, the value as determined in good faithfixed by the Committee, which determination shall be deemed to be conclusive.

(p)             Immediate Family. With respect to a Participant, the term "Immediate Family" means, whether through consanguinity or adoptive relationships, the Participant's spouse, children, stepchildren, siblings and grandchildren.

(q)             Incentive Stock Option. The term "Incentive Stock Option" means any Incentive Stock Option granted under the Plan.

(r)             Merit Award. The term "Merit Award" means any Merit Award granted under the Plan.

(s)             Non-Qualified Stock Option. The term "Non-qualified Stock Option" means any Non-Qualified Stock Option granted under the Plan.

(t)             Option. The term "Option" means any Incentive Stock Option or Non-Qualified Stock Option granted under the Plan.

(u)             Outside Director. The term "Outside Director" means a person who qualifies as such under Section 162(m) of the Code.

(v)             Participant. The term "Participant" means a member of the Board of Directors of the Company or any subsidiary or an Employee who has been granted an Award under the Plan.

(w)             Plan. The term "Plan" shall mean the MVB Financial Corp. 2003 Stock Incentive Plan as the same may be from time to time amended or revised.

(x)             Qualified Retirement Plan. The term "Qualified Retirement Plan" means any plan of an Employer or a Related Company that is intended to be qualified under Section 401(a) of the Code.

(y)             Related Companies. The term "Related Companies" means any Significant Stockholder and any companies controlled by such Significant Stockholder; Subsidiaries; and any other company during any period in which it is a Subsidiary or a division of the Company, including any entity acquired by, or merged with or into, the Company or a Subsidiary.

(z)             Retirement. "Retirement" of a Participant means the occurrence of a Participant's Date of Termination under circumstances that constitute such Participant's retirement at normal or early retirement age under the terms of the Qualified Retirement Plan of Participant's Employer that is extended to the Participant immediately prior to the Participant's Date of Termination or, if no such plan is extended to the Participant on his or her Date of Termination, under the terms of any applicable retirement policy of the Participant's Employer.

(aa)             Section 409A means Section 409A of the Code.

(bb)             Section 409A Deferred Compensation means compensationhereinafter provided pursuant to authority which is hereby expressly vested in the Plan that constitutes deferred compensation subject toBoard of Directors; and not exempted from the requirementseach share of Section 409A.

(cc)             Significant Stockholder. The term "Significant Stockholder" means any shareholderClass A Common Stock, whether of the Company who, immediately priorsame or a different series, shall be identical in all respects with the other shares of Class A Common Stock, except as to the Effective Date, owned more than 5%following relative rights and preferences, as to which there may be variations between different series:

(i)

the rate of dividends;



(ii)

whether shares may be redeemed and, if so, the capital stock of the Company.

(dd)             Stock. The term "Stock" means the shares of capital stock of the Company, $1.00 par value per share.

(ee)             Subsidiary. The term "Subsidiary" means any future subsidiary corporation of the Company within the meaning of the Code Section 424(f).

(ff)             Ten Percent Stockholder. The term “Ten Percent Stockholder” means any recipient of an Award pursuant to this Plan who, at the time of such Award owns, directly or indirectly, by virtue of the ownership attribution provisions of Section 424(d) of the Code more than 10 percent of the total combined voting power of all classes of the capital stock of the Company.

(gg)             Tax Date. The term "Tax Date" means the date a withholding tax obligation arises with respect to an Award.

SECTION 3

Eligibility

3.1             Subject to the discretion of the Committeeredemption price and the terms and conditions of redemption;



(iii)

whether shares may be converted to Common Stock and if so, the Plan, terms and conditions of conversion;



(iv)

the Committee shall determineamount payable upon shares in event of voluntary and designate from time to time,involuntary liquidation;



(v)

sinking fund provisions, if any, for the membersredemption or purchase of shares;



(vi)

the terms and conditions, if any, on which shares may be converted; and



(vii)

voting rights, if any.

        The Board of Directors of the Company or a subsidiary and Employees who will be granted one or more Awards under the Plan. Incentive Stock Options may only be granted to Employeescorporation shall have all of the Company or a subsidiary.

SECTION 4

Operationpower and Administration

4.1             The Plan shall be unlimited in duration and remain in effect until termination by the Board; provided, however, that no Incentive Stock Option may be granted under the Plan after May 20, 2023.

4.2             The Plan shall be administered by the Committee which shall consist of two or more members of the Board who are Outside Directors. Plenary authority to manage and control the operation and administration of the Plan shall be vested in the Committee, which authority shall include, but shall not be limited to:

(a)             Subjectwith respect to the provisionsshares of Class A Common Stock that the Plan, the authority and discretion to select persons to receive Awards, to determine the time or times of receipt of Awards, to determine the types of Awards and the number of shares covered by the Awards, and to establish the terms and conditions, and other provisions of such Awards, including without limitation whether Shares subject to an Award shall be subject to a right of first refusal as referred to in Section 5.3 below. In making such Award determinations, the Committeeshareholders may take into account the nature of services rendered by the respective Employee, his or her present and potential contributiondelegate to the Company's success and such other factors as the Committee deems relevant.

(b)             The authority and discretion

Board of Directors pursuant to interpret the Plan and the Awards granted under the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements made pursuant to the Plan, to make all other determinations that it deems necessary or advisable for the administrationChapter 31D, Article 6, Sections 601 and 602 of the PlanCode of West Virginia, as amended, and to correct any defectshall exercise such power and authority by the adoption of a resolution or supply any omission or reconcile any inconsistency in the Plan or in any Award, in each case, in the manner and to the extent the Committee deems necessary or advisable to carry it into effect.resolutions as prescribed by law.

4.3             Any interpretation        B.    Dividends.    The holders of the Plan by the Committee and any decision made by it under the PlanClass A Common Stock shall be final and binding on all persons. The express grant in the Plan of any specific powerentitled to the Committee shall not be construed as limiting any power or authority of the Committee.

4.4             The Committee may only act at a meeting by unanimity if comprised of two members, and otherwise by a majority of its members. Any action of the Committee may be taken without a meeting by the unanimous written consent of its members. In addition, the Committee may authorize one or more of its members or any officer of an Employer to execute and deliver documents and perform other administrative acts pursuant to the Plan.

4.5             No member or authorized delegate of the Committee shall be liable to any person for any action taken or omitted in connection with the administration of the Plan unless attributable to his or her own fraud or gross misconduct. The Committee, the individual members thereof, and persons acting as the authorized delegates of the Committee under the Plan, shall be indemnified by the Employers against any and all liabilities, losses, costs, and expenses (including legal fees and expenses) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, the Committee or its members or authorized delegates by reason of the performance of any action pursuant to the Plan if the Committee or its members or authorized delegates did not act in willful violation of the law or regulation under which such liability, loss, cost or expense arises. This indemnification shall not duplicate but may supplement any coverage available under any applicable insurance policy, contract with the indemnitee or the Company's Articles of Incorporation or By-laws.

SECTION 5

Shares Available Under the Plan

5.1             The shares of Stock with respect to which Awards may be made under the Plan shall be shares of currently authorized but unissued or treasury shares acquired by the Company, including shares purchased in the open market or in private transactions. Subject to the provisions of Section 10, the total number of shares of Stock available for grant of Awards, including Awards granted under the MVB Financial Corp. 2003 Stock Incentive Plan, shall not exceed one million, one hundred thousand (1,1000,000) shares of Stock. Except as otherwise provided herein, if any Award shall expire or terminate for any reason without having been exercised in full, the unissued shares of Stock subject thereto (whether or not cash or other consideration is paid in respect of such Award) shall again be available for the purposes of the Plan. Any shares of Stock which are used as full or partial payment to the Company upon exercise of an Award shall also be available for purposes of the Plan.

5.2             Shares of Stock issued by the Company pursuant to this Plan shall be free of any preemptive rights of stockholders of the Company, whether statutory or otherwise.

5.3             Shares of stock issued by the Company pursuant to this Plan may, at the discretion of the Committee, be issued subject to a right of first refusal on the part of the Company to purchase such shares in the event the Participant, or his or her heirs, successors, executors, administrators, or assigns should ever desire to sell, transfer, assign, pledge, or otherwise dispose of such shares, in whole or in part (“a Disposition”). In any such event, the Participant or such heir, executor, administrator, or assign (a “Disposing Participant”) shall notify the Company of such desire and the Company shall have, for a period of thirty (30) days following receipt of such notice, the right and option to purchase such shares upon the same terms and conditions and at the same price as the Disposing Participant proposes to dispose of such shares. If the Company desires to exercise its right and option, it shall so notify the Disposing Participant of such desire within said thirty (30) day period. In the event the proposed Disposition is for consideration other than cash, and the Company and the Disposing Participant cannot agree on the cash equivalent to be paid by the Company to the Disposing Participant, the Disposing Participant may dispose of the shares, but the shares shall remain subject to Company’s right of first refusal until such time as they are proposed to be disposed of for cash and the Company elects not to exercise its right of first refusal. Shares subject to a right of first refusal shall contain the following legend:

THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL HELD BY MVB FINANCIAL CORP. PURSUANT TO THE MVB FINANCIAL CORP. STOCK INCENTIVE PLAN. A COPY OF THE MVB FINANCIAL CORP. STOCK INCENTIVE PLAN IS AVAILABLE FOR INSPECTION AT THE OFFICE OF THE CORPORATION.

SECTION 6

Options

6.1             The grant of an Option under this Section 6 entitles the Participant to purchase shares of Stock at an Exercise Price fixed at the time the Option is granted, or at a price determined under a method established at the time the Option is granted, subject to the terms of this Section 6. Options granted under this Section 6 may be either Incentive Stock Options or Non-Qualified Stock Options, but subject to Sections 9 and 14, shall not be exercisable for at least six months from the date of grant, as determined in the discretion of the Committee. An Incentive Stock Option is an Option that is intended to satisfy the requirements applicable to an "incentive stock option" described in Section 422(b) of the Code. A Non-Qualified Option is an Option that is not intended to be an "incentive stock option" as that term is described in Section 422(b) of the Code.

6.2             The Committee shall designate the persons to whom options are to be granted under this Section 6 and shall determine the number of shares of Stock to be subject to each such Option. To the extent that the aggregate Fair Market Value of Stock with respect to which Incentive Stock Options are exercisable for the first time by any individual during any calendar year (under all plans of the Company and all Related Companies) exceeds $100,000, such Options shall be treated as Non-Qualified Stock Options, but only to the extent required by Section 422 of the Code.

6.3             The determination and payment of the Exercise Price of a share of Stock under each Option granted under this Section shall be subject to the following terms of this Subsection 6.3:

(a)             The Exercise Price shall be established by the Committee or shall be determined by a method established by the Committee at the time the Option is granted; provided, however, that in no event shall the Exercise Price per share be less than the Fair Market Value per share on the date of the grant (or in the case of a Ten Percent Stockholder, less than 110% of the Fair Market Value);

(b)             The full Exercise Price of each share of Stock purchased upon the exercise of any Option shall be paid at the time of such exercisereceive, when and as soon as practicable thereafter, a certificate representing the shares so purchased shall be delivered to the person entitled thereto; and

(c)             The Exercise Price shall be paid either in cash, in shares of Stock (valued at Fair Market Value as of the day of exercise), through a combination of cash and Stock (so valued) or through such cashless exercise arrangement as may be approveddeclared by the Committee and established by the Company.

6.4             Except as otherwise expressly provided in the Plan, the terms and conditions relating to exercise of an Option shall be established by the Committee, and may include, without limitation, conditions relating to completion of a specified period of service, achievement of performance standards prior to exercise of the Option, or achievement of Stock ownership objectives by the Participant. No Option may be exercised by a Participant after the expiration date applicable to that Option.

6.5             The exercise period of any Option shall be determined by the Committee but the term of any Option shall not extend more than ten years after the date of grant.

SECTION 7

Stock Purchase Program

7.1             The Committee may, from time to time, establish one or more programs under which Employees or members of the Board of Directors, out of any funds legally available therefor, preferential dividends in cash, in the amounts or at the rate per annum fixed for such series, and no more. Dividends on shares of the CompanyClass A Common Stock shall be payable as determined by the Board of Directors.

        C.    Dividend Restriction on Junior Stock.    So long as any shares of Class A Common Stock are outstanding, the corporation shall not pay or declare any cash dividends whatsoever on the Common Stock or any subsidiary will be permittedother class of stock ranking junior to the Class A Common Stock unless (i) any dividends payable on the Class A Common Stock of all series shall have been paid and (ii) there shall exist no default in respect of any sinking fund or purchase shares of Stock underfund for the Plan, and shall designate the persons eligible to participant under such Stockredemption or purchase programs. The purchase price of shares of Class A Common Stock available underof any series or such programs,default shall have been waived by the holders of at least a majority of the then issued and other terms and conditionsoutstanding shares of Class A Common Stock of such programs,series by a vote at a meeting called for such purpose or by written waiver with or without a meeting.

        D.    Liquidation or Dissolution.    In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation, then, before any distribution or payment shall be established bymade to the Committee. The purchase price may not be less than 85%holders of the Fair Market ValueCommon Stock or any other class of stock of the corporation ranking junior to the Class A Common Stock atin respect of dividends or distribution of assets upon liquidation, the time of purchase (or, in the Committee's discretion, the average Fair Market value over a period determined by the Committee), and further provided that if newly issued shares of Stock are sold, the purchase price may not be less than the aggregate par value of such newly issued shares of Stock.

7.2             The Committee may impose such restrictions with respect to shares purchased under this Section 7, as the Committee, in its sole discretion, determines to be appropriate.

SECTION 8

Merit Awards

8.1             The Committee may from time to time make an Award of Stock under the Plan to selected Employees or membersholders of the Board of Directors of the Company or any subsidiary for such reasons and in such amounts as the Committee, in its sole discretion, may determine. The considerationClass A Common Stock shall be entitled to be paid by an Employeein full, in the event of a voluntary or involuntary liquidation, dissolution or winding up, the respective amounts fixed for any such Merit Award, if any,series, plus in each case a sum equal to declared and unpaid dividends thereon to the date of payment thereof. After such payment shall have been made in full to the holders of the Class A Common Stock, the remaining assets and funds of the corporation shall be fixed bydistributed among the Committee from timeholders of the stock of the corporation ranking junior to time, but itthe Class A Common Stock in respect of dividends or distribution of assets upon liquidation according to their respective rights and preferences and in each case according to their respective shares. In the event that the assets of the corporation available for distribution to holders of Class A Common Stock shall not be less thansufficient to make the aggregate par valuepayment herein required to be made in full, such assets shall be distributed to the holders of the respective shares of Class A Common Stock awardedpro rata in proportion to himthe amounts payable upon such share thereof.

        E.    Status of Shares Redeemed or her.

SECTION 9

Termination of Employment

9.1             If a Participant's employment is terminatedRetired.    Class A Common Stock redeemed or otherwise retired by the Participant's Employer for Cause or ifcorporation shall, upon the Participant's employment is terminated by the Participant without the written consent and approvalfiling of the Participant's Employer, all of the Participant's unvested Awards shall be immediately forfeited and exercisable Options shall be forfeited after 90 days from the Participant's Termination Date.

9.2             If a Participant's Date of Termination occurs by reason of death, Disability, or Retirement, all Options outstanding immediately prior to the Participant's Date of Termination shall immediately become exercisable and shall be exercisable until one year from the Participant's Date of Termination and thereafter shall be forfeited if not exercised, and all restrictions on any Awards outstanding immediately prior to the Participant's Date of Termination shall immediately lapse. Options which are or become exercisable at the time of a Participant's deathsuch statement as may be exercisedrequired by law, assume the Participant's designated beneficiary or,status of authorized but unissued Class A Common Stock and may thereafter be reissued in the absence ofsame manner as other authorized but unissued Class A Common Stock.

        F.    Amendments.    Subject to such designation,requirements as may be prescribed by the person to whom the Participant's rights will pass by willlaw or the laws of descent and distribution.

9.3             Options which are or become exercisable by reason of the Participant's employment being terminated by the Participant's Employer for reasons other than Cause or by the Participant with the consent and approval of the Participant's Employer, shallas may be exercisable until 120 days from the Participant's Termination Date and shall thereafter be forfeited if not exercised.

9.4             Except to the extent the Company shall otherwise determine, if, as a result of a sale or other transaction (other than a Changeexpressly set forth in Control), a Participant's Employer ceases to be a Related Company (and the Participant's Employer is or becomes an entity that is separate from the Company), the occurrence of such transaction shall be treated as the Participant's Date of Termination caused by the Participant's employment being terminated by the Participant's Employer for a reason other than Cause.

9.5             Notwithstanding the foregoing provisions of this Section 9, the Committee may, with respectArticle V or in any amendment to any Awards ofthese Articles establishing and designating a Participant (or portion thereof) that are outstanding immediately prior to the Participant's Date of Termination, determine that a Participant's Date of Termination will not result in forfeiture or other termination of the Award, or may extend the period during which any Options may be exercised, but shall not extend such period beyond the original expiration date set forth in the Award.

SECTION 10

Adjustments to Shares

10.1             If the Company shall effect a reorganization, merger, or consolidation, or similar event or effect any subdivision or consolidationseries of shares of Class A Common Stock, or other capital readjustment, payment of stock dividend, stock split, spin-off, combination of shares or recapitalization or other increase or reductionany of the number of shares of Stock outstanding without receiving compensation therefor in money, services or property, then the Committee shall appropriately adjust (a) the number of shares of Stock available under the Plan, (b) the number of shares of Stock available under any individual or other limitations under the Plan, (c) the number of shares of Stock subject to outstanding Awards and (d) the per-share price under any outstanding Award to the extent that the Participant is required to pay a purchase price per share with respect to the Award.

10.2             If the Committee determines that an adjustment in accordance with the provisions of Subsection 10.1 would not be fully consistent with the purposes of the Plan or the purposes of the outstanding Awards under the Plan, the Committee may make such other adjustments, if any, that the Committee reasonably determines are consistent with the purposes of the Plan and/or the affected Awards.

10.3             To the extent that any reorganization, merger, consolidation, or similar event or any subdivision or consolidation of shares of Stock or other capital readjustment, payment of stock dividend, stock split, spin-off, combination of shares or recapitalization or other increase or reduction of the number of shares of Stock hereunder is also accompanied by or related to a Change in Control, the adjustment hereunder shall be made prior to the acceleration contemplated by Section 14.

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SECTION 11

Transferability and Deferral of Awards

11.1             Awards under the Plan are not transferable except by will or by the laws of descent and distribution. To the extent that a Participant who receives an Award under the Plan has the right to exercise such Award, the Award may be exercised during the lifetime of the Participant only by the Participant. Notwithstanding the foregoing the Committee may, subject to any restrictions under applicable laws, permit Awards under the Plan (other than an Incentive Stock Option) to be transferred by a Participant for no consideration to or for the benefit of the Participant's Immediate Family (including, without limitation, to a trust for the benefit of a Participant's Immediate Family or to a Partnership comprised solely of members of the Participant's Immediate Family), subject to such limits as the Committee may establish, provided the transferee shall remain subject to all of the terms and conditions applicable to such Award prior to such transfer.

11.2             The Committee may permit a Participant to elect to defer payment under an Award under such terms and conditions as the Committee, in its sole discretion, may determine; provided that any such deferral election must be made prior to the time the Participant has become entitled to payment under the Award.

SECTION 12

Award Agreement

12.1             Each Participant granted an Award pursuant to the Plan shall sign an Award Agreement which signifies the offer of the Award by the Company and the acceptance of the Award by the Participant in accordance with the terms of the Award and the provisions of the Plan. Each Award Agreement shall reflect the terms and conditions of the Award. Participation in the Plan shall confer no rights to continued employment with an Employer nor shall it restrict the right of an Employer to terminate a Participant's employment at any time for any reason, not withstanding the fact that the Participant's rights under this Plan may be negatively affected by such action.

SECTION 13

Tax Withholding

13.1             All Awards and other payments under the Plan are subject to withholding of all applicable taxes, which withholding obligations shall be satisfied (without regard to whether the Participant has transferred an Award under the Plan) by a cash remittance, or with the consent of the Committee, through the surrender of shares of Stock which the Participant owns or to which the Participant is otherwise entitled under the Plan pursuant to an irrevocable election submitted by the Participant to the Company at the office designated for such purpose. The number of shares of Stock needed to be submitted in payment of the taxes shall be determined using the Fair Market Value as of the applicable tax date rounding down to the nearest whole share.

SECTION 14

Change in Control

14.1             After giving effect to the provisions of Section 10 (relating to the adjustment of shares of Stock), and except as otherwise provided in the Plan or the Agreement reflecting the applicable Award, upon the occurrence of a Change in Control:

(a)             All outstanding Options shall become fully exercisable and may be exercised at any time during the original term of the Option; and

(b)             All shares of Stock subject to Awards shall become fully vested and be distributed to the Participant.

SECTION 15

Mergers/Acquisitions

15.1             In the event of any merger or acquisition involving the Company and/or a Subsidiary of the Company and another entity which results in the Company being the survivor or the surviving direct or indirect parent corporation of the merged or acquired entity, the Committee may grant Awards under the provisions of the Plan in substitution for awards held by employees or former employees of such other entity under any plan of such entity immediately prior to such merger or acquisition upon such terms and conditions as the Committee, in its discretion, shall determine and as otherwise may be required by the Code to ensure such substitution is not treated as the grant of a new Award for tax or accounting purposes.

15.2             In the event of a merger or acquisition involving the Company in which the Company is not the surviving corporation, the Acquiring Corporation shall either assume the Company's rights and obligations under outstanding Awards or substitute awards under the Acquiring Corporation's plans, or if none, securities for such outstanding Awards, and without limiting Section 14, the Board shall provide that any unexercisable and/or unvested portion of the outstanding Awards shall be immediately exercisable and vested as of a date prior to such merger or consolidation, as the Board so determines. The exercise and/or vesting of any Award that was permissible solely by reason of this Subsection 15.2 shall be conditioned upon the consummation of the merger or consolidation. Unless otherwise provided in the Plan or the Award, any Awards which are neither assumed by the Acquiring Corporation nor exercised on or prior to the date of the transaction shall terminate effective as of the effective date of the transaction.

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SECTION 16

Termination and Amendment

16.1            The Board may amend or terminate this Plan from time to time; provided, however, that no amendment may become effective until shareholder approval is obtained if (i) the amendment increases the aggregate number of shares of Common Stock that may be issued under the Plan or (ii) the amendment changes the class of individuals eligible to become Participants, provided, however that any modification that may result from adjustments authorized by Section 10 does not require such approval. No suspension, termination, modification or amendment of the Plan may terminate a Participant's existing Award or materially and adversely affect a Participant's rights under such Award without the Participant's consent.

SECTION 17

COMPLIANCE WITH SECTION 409A

17.1             Awards Subject to Section 409A. The provisions of this Article shall apply to any AwardV may be altered, amended or portion thereof that is or becomes subject to Section 409A, notwithstanding any provision to the contrary contained in the Planrepealed or the Agreement applicable to such Award.

17.2             Deferral and/application thereof suspended or Distribution Elections. Except as otherwise permitted or required by Section 409A, U. S. Treasury Regulations promulgated pursuant to Section 409A (“Section 409A Regulations”) or other applicable guidance,waived in any particular case and changes in any of the following rules shall apply to any deferral and/or distribution elections (each, an “Election”) thatdesignations, preferences, limitations and relative rights of the Class A Common Stock may be permittedmade with the affirmative vote, at a meeting called for that purpose, or required by the Administrator pursuant to an Award subject to Section 409A:

(a)             All Elections must be in writing and specify the amount (or an objective, nondiscretionary formula determining the amount)written consent with or without a meeting, of the distribution in settlement of an Award being deferred, as well as the time and form of distribution as permitted by this Plan.

(b)             All Elections shall be made by the end of the Participant’s taxable year prior to the year in which services commence for which an Award may be granted to such Participant; provided, however, that if the Award qualifies as “performance-based compensation” for purposes of Section 409A (and is based on a performance periodholders of at least 12 consecutive months), then the Election may be made no later than six (6) months prior to the enda majority of the performance period, provided thatthen issued and outstanding shares of Class A Stock voting at the Participant’s service is continuous from the later of the beginning of the performance periodmeeting in person or the date on which the performance goals are established through the date such election is made and provided further that no election may be made after the compensation has become readily ascertainable (as provided by Section 409A Regulations).proxy.

(c)             Elections shall continue in effect until a written election to revoke or change such Election is received by the Company, except that a written election to revoke or change such Election must be made prior to the last day for making an Election determined in accordance with paragraph (b) above or as permitted by Section 17.3.