OHIO VALLEY BANC CORP.
P.O. BOX 240
GALLIPOLIS, OHIO 45631
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Gallipolis, Ohio
March 18, 1998
To the Shareholders of
Ohio Valley Banc Corp.
Notice is hereby given that the Annual Meeting of Shareholders of Ohio
Valley Banc Corp. (the "Company") will be held at the Morris and Dorothy Haskins
Ariel Theatre, 426 Second Avenue, Gallipolis, Ohio, on Wednesday, the 8th day of
April, 1998, at 5:00 p.m., Eastern Daylight Time, for the following purposes:
1. To elect three Directors of the Company to serve for three-year terms
until the 2001 Annual Meeting of Shareholders and until their
successors are elected and qualified.
2. To transact such other business as may properly come before the meeting
or any adjournment(s) thereof.
Holders of Common Shares of the Company of record at the close of
business on March 11, 1998, will be entitled to vote at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
James L. Dailey,
Chairman and Chief Executive Officer
Jeffrey E. Smith,
President, Chief Operating Officer and Treasurer
1
OHIO VALLEY BANC CORP.
P.O. Box 240
Gallipolis, Ohio 45631
March 18, 1998
PROXY STATEMENT
This Proxy Statement is first being mailed on or about March 18, 1998,
to all shareholders of record at the close of business on March 11, 1998,
regarding the Annual Meeting of Shareholders of Ohio Valley Banc Corp. (the
"Company") to be held at the Morris and Dorothy Haskins Ariel Theatre, 426
Second Avenue, Gallipolis, Ohio, on Wednesday, April 8, 1998, at 5:00 p.m.,
Eastern Daylight Time.
The accompanying proxy is solicited by the Board of Directors of the
Company. The cost of this solicitation will be borne by the Company. Although
the solicitation of proxies will be made primarily by mail, proxies may also be
solicited by some of the Company's Directors, officers, and regular employees
who may communicate with shareholders personally and by mail, telephone, or
telegram to request the return of the proxies.
The Annual Report of the Company for the fiscal year ended December 31,
1997, including financial statements, is enclosed with this Proxy Statement.
Voting Rights and Proxies
- -------------------------
Only shareholders of record at the close of business on March 11, 1998,
are entitled to vote at the Annual Meeting. As of February 13, 1998, the Company
had outstanding and entitled to vote at the Annual Meeting 1,811,775 common
shares, without par value ("Common Shares"). The number of Common Shares
outstanding and entitled to vote at the Annual Meeting identified above is
subject to increase, prior to the record date of March 11, 1998. Additional
Common Shares, which are currently authorized but not issued, may be issued
prior to March 11, 1998, pursuant to the voluntary purchase provisions of the
Company's Dividend Reinvestment Plan. These additional Common Shares which may
be issued after February 13, 1998, but prior to March 11, 1998, are entitled to
the same voting rights as referenced above.
Shareholdings of Management
- ---------------------------
The following table indicates, as of February 13, 1998, the number and
percentage of outstanding Common Shares of the Company beneficially owned by
each Director of the Company, by each nominee for election to the Board of
Directors, and by all Directors and Executive Officers of the Company as a
group. The Company knows of no person other than Mr. Haskins who beneficially
owns more than 5% of the Common Shares.
2
No. of Common Shares and Percent of
Name and Address Nature of Beneficial Ownership* Class
- ---------------- ------------------------------- ----------
James L. Dailey** 15,358 .85%
445 Third Avenue
Gallipolis, Ohio 45631
Jeffrey E. Smith** 7,002 .39%
22 Edgemont Drive
Gallipolis, Ohio 45631
Morris E. Haskins 173,451 9.57%
1 Vine Street
Gallipolis, Ohio 45631
Keith R. Brandeberry, M.D. 36,668 2.02%
401 First Avenue
Gallipolis, Ohio 45631
W. Lowell Call 7,288 .40%
399 Maple Drive
Gallipolis, Ohio 45631
Robert H. Eastman 18,432 1.01%
4551 State Route 588
Gallipolis, Ohio 45631
Merrill L. Evans 26,562 1.47%
2362 East Bethel Church Road
Gallipolis, Ohio 45631
Warren F. Sheets 78,430 4.33%
120 First Avenue
Gallipolis, Ohio 45631
Thomas E. Wiseman 4,731 .26%
619 Fourth Avenue
Gallipolis, Ohio 45631
All Directors and Executive 387,497 21.39%
Officers as a Group
(11 persons)
3
* Included are Common Shares owned by each Director, each nominee,
Executive Officer or group and, in certain instances, by his spouse and
minor children, and Common Shares over which each Director, nominee or
Executive Officer has full voting control and power of disposition.
Also included in the Common Shares listed for Messrs. Dailey and Smith
are Common Shares allocated to each individual in the Company's
Employee Stock Ownership Plan.
** Executive Officer of the Company and/or Bank.
Effective October 23, 1992, the Company became the parent corporation
of The Ohio Valley Bank Company (the "Bank") in a one-bank holding company
system. As the result of a corporate reorganization approved by the shareholders
of the Bank, each shareholder of the Bank received one (1) Common Share of the
Company in exchange for each common share held by that shareholder of the Bank
on October 23, 1992. As of that date, and as a result of the reorganization, the
shareholders of the Bank possessed all of the outstanding Common Shares of the
Company and the Bank became a wholly-owned subsidiary of the Company.
PROXY ITEM 1: ELECTION OF DIRECTORS
- ------------- ---------------------
The Company's Board of Directors consists of nine (9) members divided
into three (3) classes. The terms of office of three (3) Directors of one (1)
class expire at the Annual Meeting. Directors elected at the Annual Meeting
shall serve a three (3) year term until the 2001 annual meeting of shareholders
and until their respective successors are elected and qualified. The enclosed
proxy, if returned duly executed and unless instructions to the contrary are
indicated thereon, will be voted for the three (3) nominees listed below. The
Board of the Bank has followed a policy that a Director of the Bank shall retire
at the Annual Meeting of Shareholders following the calendar year in which the
Director attains the age of 70. The policy does not apply to any member of the
Board of the Bank who was a member of the Board on December 2, 1980, the date of
the adoption of this policy, except for Merrill Evans, who has specifically
requested that this policy apply to his tenure on the Board of the Bank. In
observance of this policy, a Director of the Company will not stand for
re-election as a Director of the Company following the completion of the term
during which he attains the age of 70.
Article Two of the Company's Code of Regulations prescribes the method
for a shareholder to nominate a candidate for election to the Board of
Directors. Nominations, other than those made by or on behalf of the existing
Board of Directors of the Company, must be made in writing and must be delivered
or mailed to the President of the Company not less than 14 days, nor more than
50 days, prior to any meeting of shareholders called for the election of
Directors. Such notification must contain the following information:
a. name and address of each proposed nominee;
b. principal occupation of each proposed nominee;
c. total number of shares of capital stock of the Company that will be
voted for each proposed nominee;
d. name and residence address of the notifying shareholder; and
e. number of shares of capital stock of the Company owned by the
notifying shareholder.
As of the date of this Proxy Statement, no persons have been so nominated for
election at this Annual Meeting.
4
The table below sets forth certain information as to each nominee for
election as Director and each Director who will continue to serve after the
Annual Meeting.
If for any reason, any nominee named below should not be a candidate
for election at the time of the Annual Meeting, the proxies may be voted for a
substitute nominee in the discretion of those named as proxies. The Management
has no reason to believe that any nominee will be unavailable. The nominees
receiving the greatest number of votes will be elected. Common Shares as to
which the authority to vote is withheld and broker non-votes, if any, will not
be counted toward the election of Directors or toward the election of the
individual nominees specified on the form of proxy.
Director
Director of the
of the Company
Name Age Principal Occupation* Bank Since Since
- ---- --- --------------------- ---------- --------
NOMINEES FOR ELECTION FOR TERMS EXPIRING IN 2001
Jeffrey E. Smith 48 President and 1986 1992
Chief Operating Officer
of the Company and the
Bank, Treasurer
of the Company
Robert H. Eastman*** 57 President of Ohio 1986 1992
Valley Supermarkets,
Inc.
Warren F. Sheets 73 Attorney, Warren F. 1974 1992
Sheets Co., LPA
5
DIRECTORS WITH TERMS EXPIRING IN 1999
James L. Dailey 63 Chairman and Chief 1970 1992
Executive Officer
of the Company and
the Bank
W. Lowell Call**,*** 61 Vice President, Sausage 1986 1992
Production, Bob Evans
Farms, Inc.
Morris E. Haskins 86 Director of the Company, 1939 1992
Chairman of the Bank
from 1981 until his
retirement in April, 1992
DIRECTORS WITH TERMS EXPIRING IN 2000
Keith R. Brandeberry, M.D.** 76 Physician 1968 1992
Merrill L. Evans 65 Developer, Farmer and 1979 1992
President, Evans
Enterprises, Inc.
Thomas E. Wiseman*** 39 President, The 1992 1992
Wiseman Agency, Inc.
* Each of the Directors has held the respective position with the Company
or the other companies listed for a period of at least five years.
** Member of the Examination and Audit Committee of the Bank. The
Committee is charged by Ohio law with responsibility for the Bank's
audit. The Committee met twelve (12) times during 1997. The Bank's
annual audit is reviewed by the entire Board of Directors. Neither the
Board of the Company nor the Bank has a standing Nominating Committee,
or a committee performing similar functions.
*** Member of the Compensation Committee of the Company. The Compensation
Committee establishes the compensation of Executive Officers of the
Bank. This Committee met five (5) times during 1997.
During the past year, the Board of Directors of the Company met ten
(10) times, and the Board of the Bank met twenty-one (21) times. None of the
Directors attended fewer than 75% of the aggregate of the total number of Board
meetings and the total number of meetings held by committees of the Boards on
which he served during the year.
6
Remuneration of Executive Officers
- ----------------------------------
The following table shows, for the three fiscal years ended December
31, 1997, compensation paid by the Company for services in all capacities to the
following Executive Officers of the Company who earned salary and bonus in
excess of $100,000.
SUMMARY COMPENSATION TABLE
Annual Compensation
===============================================================================
Name and Principal Year Salary(1) Bonus(2) All Other Compensation
Position ($) ($) ($)
===============================================================================
James L. Dailey 1997 $91,249 $100,367 $14,620 (3)
Chairman and 1996 86,319 91,342 13,845
Chief Executive 1995 82,079 74,410 13,106
Officer of the
Company and
the Bank
Jeffrey E. Smith 1997 $73,345 $92,612 $14,044 (4)
President 1996 63,145 84,243 13,079
and Chief 1995 60,531 67,722 11,028
Operating
Officer of the
Company and the
Bank, and Treasurer
of the Company
(1) "Salary" includes Director's fees received by Messrs. Dailey and Smith
during each of 1997, 1996 and 1995 fiscal years in the amounts of
$2,400, $2,400 and $2,700, respectively.
(2) "Bonus" includes Director's Bonus received by Messrs. Dailey and Smith
during each of 1997, 1996 and 1995 fiscal years in the amounts of
$15,320, $13,927 and $12,719, respectively. Messrs. Dailey and Smith
have chosen to defer a portion of their bonus under the Company's
deferred compensation plan for Directors and Executive Officers
implemented in 1996.
(3) Includes $3,375 allocated to Mr. Dailey pursuant to Company
contributions and reallocated forfeitures under the Ohio Valley Banc
Corp. Profit Sharing Plan; $1,615 allocated to Mr. Dailey pursuant to
Company contributions and reallocated forfeitures under the 401-K plan
which is provided for under the Ohio Valley Banc Corp. Profit Sharing
Plan; $8,843 allocated to Mr. Dailey pursuant to Company contributions
and reallocated forfeitures under the Ohio Valley Banc Corp. Employee
Stock Ownership Plan; and $787 premium paid by the Company for a life
insurance policy on the life of Mr. Dailey, pursuant to the terms of
the Company's group life insurance contracts. The proceeds are payable
in the amount of two times the aggregate of; the employee's base salary
for the current calendar year in which the employee's death occurs,
including any base salary which is deferred under a qualified or
non-qualified deferral plan plus bonuses and any Director's fees paid
in the previous calendar year, also including any bonus and Director's
fee which is deferred under a qualified or non-qualified deferral plan.
7
(4) Includes $3,375 allocated to Mr. Smith pursuant to Company
contributions and reallocated forfeitures under the Ohio Valley Banc
Corp. Profit Sharing Plan; $1,615 allocated to Mr. Smith pursuant to
Company contributions and reallocated forfeitures under the 401-K plan
which is provided for under the Ohio Valley Banc Corp. Profit Sharing
Plan; $8,843 allocated to Mr. Smith pursuant to Company contributions
and reallocated forfeitures under the Ohio Valley Bank Employee Stock
Ownership Plan; and $211 of premium paid by the Company for a life
insurance policy on the life of Mr. Smith, pursuant to the terms of the
Company's group life insurance contracts. The proceeds are payable in
the amount of two times the aggregate of; the employee's base salary
for the current calendar year in which the employee's death occurs,
including any base salary which is deferred under a qualified or
non-qualified deferral plan plus bonuses and any Director's fees paid
in the previous calendar year, also including any bonus and Director's
fee which is deferred under a qualified or non-qualified deferral plan.
Compensation of Directors
- -------------------------
No member of the Board of Directors of the Company received
remuneration in 1997 for his services as such. All of the Directors of the
Company serve as Directors of the Bank. In 1997, each individual who was not a
salaried officer of the Bank received $300 per month for his service as a member
of the Board of Directors of the Bank. Directors Dailey, Smith and Lanham (who
is a Director of the Bank but not of the Company) received $200 per month for
their services. The Bank Board met twenty-one (21) times in 1997. All Directors
received $300 as a monthly fee in the fiscal years 1995 and 1996, except Mr.
Dailey and Mr. Smith who both received $200 as a monthly fee. In addition, it is
the practice of the Bank to pay a bonus to its Directors based upon the
performance of the Bank. For 1997, each Director of the Bank received a bonus of
$15,320. This bonus figure was pro-rated for time served for new Directors Phil
A. Bowman, Art E. Hartley, Sr., Charles C. Lanham and Lannes C. Williamson (who
are Directors of the Bank but not of the Company) and specifically includes
amounts participating Directors may have chosen to defer under the Company's
deferred compensation plan for Directors and Executive Officers implemented in
1996. The bonus paid to each Director in the fiscal years of 1995 and 1996 was
$12,719 and $13,927, respectively. Mr. Evans, Dr. Brandeberry, Mr. Haskins, and
Mr. Wiseman each received an additional $38,597 in 1997 and $36,618 in 1996 for
their service as members of the Executive Committee of the Board of Directors of
the Bank, which met forty-nine (49) times in 1997 and fifty (50) times in 1996.
This figure for Mr. Evans, Dr. Brandeberry, and Mr. Haskins for the fiscal year
of 1995 was $35,122. Executive Committee members who are employees of the Bank
receive no compensation for serving on the Executive Committee. The Company
maintains a life insurance policy with a death benefit of two times annual
Director fees reduced by 35% at age 65 and reduced by 50% at age 70.
In December 1996, life insurance contracts were purchased by the
Company. The Company is the owner of the contracts. One of the purposes of these
contracts was to replace a current group life insurance program for Executive
Officers and implement a deferred compensation plan for Directors and Executive
Officers in 1996. Participants in the deferred compensation plan are eligible to
receive distribution of their contributions, plus accrued interest earned at no
greater than market rate on reinvestment of the contributions, upon reaching age
70, provided that, if a participant dies before reaching age 70 and the
participant qualifies, distribution will be made to the participant's designated
beneficiary in an amount equal to what the Director would have accumulated if
the participant had reached age 70 and had continued to make contributions to
the plan. The cost of providing the benefits to the participants will be offset
by the earnings on the life insurance contracts.
8
Report of the Compensation Committee of the Board of Directors
- --------------------------------------------------------------
on Executive Compensation
- -------------------------
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this Proxy Statement, in whole or in part, this Report and
the graph set forth on page 11 shall not be incorporated by reference into any
such filings.
DECISION-MAKING PROCESS. The Executive Officers of the Company receive
no compensation from the Company. Instead, they are paid by the Bank for
services rendered in their capacity as Executive Officers of the Company and the
Bank. On April 9, 1997, the Board of Directors of the Company re-elected the
following non-employee Directors to the Compensation Committee:
Thomas E. Wiseman, Chairman
W. Lowell Call
Robert H. Eastman
In 1993, the Bank engaged Crowe, Chizek and Company LLP to construct a
comprehensive wage and salary administration plan for the Bank to be used for
all its employees.
The Compensation Committee conducted the same written comprehensive
performance appraisal on both James L. Dailey and Jeffrey E. Smith that was
conducted on all other employees of the Bank, evaluating their ability to
achieve or exceed the expected requirements of their respective jobs based on
their specific job content questionnaires. From this appraisal, a performance
rating on each individual was developed. The Compensation Committee met with Mr.
Dailey and Mr. Smith five (5) times during 1997 to review their performance and
the goals established for each.
In 1993, a marketplace range was developed by Crowe, Chizek and Company
LLP for all jobs at the Bank including those of Mr. Dailey and Mr. Smith. These
ranges were revised in 1997 using the Crowe Chizek Bank Compensation Survey and
the 1997 Ohio Bankers Association Compensation Survey. The performance rating of
Mr. Dailey and Mr. Smith and their position in the marketplace range were used
to determine their respective bonuses for 1997, 1996 and 1995 and their 1998,
1997 and 1996 salaries. Mr. Dailey and Mr. Smith received salary increases in
1997, as indicated in the Summary Compensation Table on page 7 of this Proxy
Statement.
PHILOSOPHY AND CEO COMPENSATION. The compensation philosophy of the
Company and the Bank is that compensation of its Executive Officers and others
should be directly and materially linked to corporate operating performance. To
achieve this correlation, executive compensation is heavily weighted toward
bonuses paid on the basis of corporate performance. It is a historical fact,
therefore, that in years when the Bank has had extraordinary success, its
officers have been well compensated and in less profitable years, the officers'
pay has been negatively impacted to a substantial degree. The cash compensation
program for Executive Officers consists of two elements, a base salary component
and a bonus component. The bonus component consists of two bonus pools: one for
all Directors and one for all officers and employees. An Executive Officer, if a
Director, may be eligible to participate in the Directors' pool as well as the
officers' pool.
9
The objectives of the bonus component are to motivate and reward the
accomplishment of annual objectives of the Company and the Bank, reinforce a
strong performance orientation with differentiation and variability in
individual awards based on contribution to annual and long-range business
results, and provide a fully competitive compensation package which will
attract, reward, and retain individuals of the highest quality.
The decision-making process and compensation philosophy of the Company
and the Bank were considered by the Compensation Committee when determining 1997
compensation for James L. Dailey, Chairman and Chief Executive Officer, and
Jeffrey E. Smith, President, Chief Operating Officer, of the Company and the
Bank. The Compensation Committee believes that the compensation earned by Mr.
Dailey and Mr. Smith in 1997 was fair and reasonable when compared with
executive compensation levels in the banking industry as reported in the
marketplace range developed. Mr. Dailey and Mr. Smith ranked in the middle of
the total compensation marketplace range for their respective grades.
Submitted by:
Compensation Committee Members
Thomas E. Wiseman, Chairman
W. Lowell Call
Robert H. Eastman
Other Transactions with Management
- ----------------------------------
The Company through its subsidiary, the Bank, has had and expects to
have in the future banking transactions in the ordinary course of the Bank's
business with some of the Directors, officers and principal stockholders of the
Company and entities with which they are associated. All loans and commitments
to loan included in such transactions were made on substantially the same terms,
including interest rates and collateral on loans and repayment terms, as those
prevailing at the time for comparable transactions with other persons and, in
the opinion of the Management of the Company, each such loan and commitment to
loan did not involve more than a normal risk of uncollectibility or present
other unfavorable features. The aggregate amount of loans to officers and
Directors of the Company, entities in which such officers and Directors have an
interest, and affiliates and other associates of officers and Directors was
$12,716,484 at December 31, 1997. As of the date hereof, all of such loans were
performing loans.
10
Performance Graph
The following graph sets forth a comparison of five year cumulative
total return among the Company's Common Shares (indicated "OVB" on the
Performance Graph), the S & P 500 Index and the Keefe, Bruyette & Woods, Inc.
KBW 50 Index-Midwest (the "KBW-Midwest Index") (indicated "Midwest" on the
Performance Graph) for the fiscal years indicated. Information reflected on the
graph assumes an investment of $100 on December 31, 1992 in each of the Common
Shares, the S & P 500 Index and the KBW-Midwest Index. Cumulative total return
assumes reinvestment of dividends. The KBW-Midwest Index represents stock price
performance of fifteen (15) of the nation's large banks or bank holding
companies located in the midwest region of the United States, as selected by
Keefe, Bruyette & Woods, Inc. The Company is not among the fifteen (15)
companies included in the KBW-Midwest Index. The Company has not identified at
this time any published index of stock performance which includes the Company or
bank holding companies comparable to it.
INDEX OF TOTAL RETURNS
S&P 500, MIDWEST, OVB
1992 - 1997
12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
-------- -------- -------- -------- -------- --------
S&P 500 $100 $110 $112 $153 $189 $252
MIDWEST $100 $106 $97 $146 $199 $298
OVB $100 $123 $138 $170 $215 $303
11
Information Concerning Independent Certified Public Accountant
- --------------------------------------------------------------
Crowe, Chizek and Company LLP, which has served as independent auditors
for the Company since 1992, has been selected by management to serve in that
capacity for the 1998 fiscal year. Representatives of Crowe, Chizek and Company
LLP are expected to be in attendance at the Annual Meeting. These
representatives will have the opportunity to make a statement if they desire to
do so and are expected to be available to respond to appropriate questions. In
connection with its annual audit services, Crowe, Chizek and Company LLP
examined the Company's annual financial statements, performed the annual
Directors' examination and reviewed annual report filings with the Federal
Deposit Insurance Corporation.
In addition to its annual audit function, Crowe, Chizek and Company LLP
provided other professional services consisting principally of the preparation
and review of the corporate federal income tax return for the Company. The Board
of Directors has approved each professional service provided by Crowe, Chizek
and Company LLP during the last year. As a part of this approval process, the
Board of Directors considers whether the performance of each professional
service would impair the independence of Crowe, Chizek and Company LLP as
auditors for the Company.
Annual Report - Form 10-K
- -------------------------
The Company will provide without charge to any shareholder of record on
March 11, 1998, on the written request of any such shareholder, a copy of the
Company's Annual Report on Form 10-K, including Financial Statements and
Schedules thereto, required to be filed under the Securities Exchange Act of
1934, as amended, for the Company's fiscal year ended December 31, 1997. Such
written request should be directed to Wendell B. Thomas, Secretary, Ohio Valley
Banc Corp., P.O. Box 240, Gallipolis, Ohio 45631, telephone number
1-740-446-2631.
Proxy Statement Proposals
- -------------------------
Each year, the Board of Directors submits its nominations for election
of Directors at the Annual Meeting of Shareholders. Other proposals may be
submitted by the Board of Directors or shareholders for inclusion in the Proxy
Statement for action at the Annual Meeting. Any proposal submitted by a
shareholder for inclusion in the Proxy Statement for the 1999 Annual Meeting,
presently scheduled for April 7, 1999, must be received by the Company on or
before November 18, 1998.
Reports to be Presented at the Meeting
- --------------------------------------
There will be presented at the meeting the Company's Annual Report for
the year ended December 31, 1997, containing financial statements for such year
and the signed opinion of Crowe, Chizek and Company LLP, independent certified
public accountant, with respect to such financial statements. The Annual Report
is not to be regarded as proxy soliciting material, and Management does not
intend to ask, suggest or solicit any action from the shareholders with respect
to such Report.
12
Other Matters
- -------------
The only business which Management intends to present at the Annual
Meeting consists of the matters set forth in this Proxy Statement. Management
knows of no other matters to be brought before the Annual Meeting by any other
person or group.
If any other matters should properly come before the Annual Meeting,
the proxy holders will vote thereon in their discretion.
All duly executed proxies received will be voted.
You are requested to sign and date the enclosed proxy and mail it
promptly in the enclosed envelope. If you later desire to vote in person or to
change or withdraw your vote, you may revoke your proxy either by written notice
to the Company, to the attention of James L. Dailey, Chairman, or in person at
the Annual Meeting (without affecting any vote previously taken).
BY ORDER OF THE BOARD OF DIRECTORS
James L. Dailey,
Chairman and Chief Executive Officer
Jeffrey E. Smith,
President, Chief Operating Officer and Treasurer
13
OHIO VALLEY BANC CORP.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned hereby appoints James L. Dailey, Jeffrey E. Smith, and
Wendell B. Thomas, and each of them with full power of substitution to each, the
true and lawful attorneys and proxies of the undersigned to vote all of the
Common Shares which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of Ohio Valley Banc Corp., to be held at the Morris and Dorothy
Haskins Ariel Theatre, 426 Second Avenue, Gallipolis, Ohio, on Wednesday, April
8, 1998 at 5:00 p.m., Eastern Daylight Time, and at any adjournment(s) thereof,
for the following purposes:
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below. [ ] WITHHOLD AUTHORITY to vote for all
(except as marked to the contrary) nominees listed below.
INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.
Jeffrey E. Smith Robert H. Eastman Warren F. Sheets
2. To transact such other business as may properly come before the meeting
or any adjournment(s) thereof; with all powers the undersigned would possess if
personally present, giving unto said attorneys and proxies, or substitutes, full
power and authority to do whatsoever in their opinion may be necessary or proper
to be done in the exercise of the power hereby conferred, including the right to
vote for any adjournment, hereby ratifying all that said attorneys and proxies,
or substitutes, may lawfully do or cause to be done by virtue hereof.
A majority of said attorneys and proxies, or substitutes, who shall be
present and shall act at the meeting (or if only one should be present and act,
then that one) shall have and exercise all the powers of said attorneys and
proxies hereunder.
UNLESS INSTRUCTIONS TO THE CONTRARY ARE GIVEN, THE COMMON SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE PERSONS NAMED
AS NOMINEES IN THE ACCOMPANYING PROXY STATEMENT, AND AT THE DISCRETION OF THE
PROXIES ON ANY OTHER BUSINESS BROUGHT BEFORE THE MEETING.
(THIS PROXY CONTINUES AND MUST BE SIGNED ON THE REVERSE SIDE)
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders, dated March 18, 1998, and the Proxy Statement furnished
therewith. Any proxy heretofore given to vote the Common Shares covered herein
is hereby revoked.
NOTE: Please fill in, sign, and return this proxy in
the enclosed envelope. When signing as
Attorney, Executor, Administrator, Trustee, or
Guardian, please give full title as such. If
signer is a corporation, please sign the full
corporate name by authorized officer. Joint
Owners should sign individually.
Date _________________________________________
______________________________________________
______________________________________________
Shareholder sign name here exactly as it is stenciled hereon.