SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [ X ]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

FIRST WEST VIRGINIA BANCORP, INC.
- --------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

- --------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of filing fee (Check the appropriate box):

[ X ] No fee required

[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
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was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
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(4) Date Filed:
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NOTICE OF ANNUAL MEETING OF THE
SHAREHOLDERS OF
FIRST WEST VIRGINIA BANCORP, INC.

Wheeling, West Virginia
March 15, 2001

TO OUR SHAREHOLDERS:

Please take notice that the Annual Meeting of Shareholders of First
West Virginia Bancorp, Inc., a West Virginia corporation, will be held at the
Warwood Office of Progressive Bank, N.A., 1701 Warwood Avenue, Wheeling, West
Virginia, at 4:00 p.m., on April 10, 2001. Shareholders of record at the close
of business on March 5, 2001 will be entitled to vote.

While the Board of Directors sincerely hopes that all of you will
attend the meeting, we nevertheless urge you to COMPLETE, DATE, SIGN AND RETURN
THE PROXY FORM, ENCLOSED, AS SOON AS POSSIBLE. A self-addressed stamped envelope
is provided for that purpose. You should return the proxy whether or not you
plan to attend the meeting in person. If you do attend the meeting, you may
withdraw the proxy and vote in person if you so desire.

The purposes of the Annual Meeting are as follows:

1. To elect three directors;

2. To report on an amendment to the By-laws of the Company; and,

3. To transact such other business as may lawfully be brought before
the meeting.

By order of the Board of Directors.

Charles K. Graham
President and CEO

FIRST WEST VIRGINIA BANCORP, INC.
1701 Warwood Avenue, Wheeling, West Virginia 26003

PROXY STATEMENT
For Annual Meeting of Shareholders to be Held April 10, 2001

The proxy statement is furnished to the shareholders of First West
Virginia Bancorp, Inc., (the "Company"), in connection with the solicitation of
proxies for use at the Annual Meeting of Shareholders to be held April 10, 2001,
and at all adjournments thereof, for the purposes set forth in the accompanying
Notice of Annual Meeting of Shareholders. This proxy statement and the enclosed
form of proxy are first being mailed to shareholders on or about March 15, 2001.

Whether or not you expect to be personally present at the meeting, you
are requested to fill in, sign, date and return the enclosed form of proxy. Any
person giving such proxy has the right to revoke it at any time before it is
voted by giving notice to the Secretary of the Company. All shares represented
by duly executed proxies in the accompanying form will be voted unless revoked
prior to the voting thereof. A proxy may be revoked at any time before it is
voted at the meeting by executing a later dated proxy, or by voting in person at
the meeting, or by filing a written revocation with the judges of election. The
presence, in person or by proxy, of a majority of the outstanding shares of
common stock is required to constitute a quorum. Assuming the presence of a
quorum, the election of directors described below will be by a majority vote.
Any other business to come before the meeting shall be determined as provided in
the Company's Articles of Incorporation.

The close of business on March 5, 2001 has been fixed as the record
date for the determination of shareholders entitled to vote at the Annual
Meeting of Shareholders. As of the record date, there were outstanding and
entitled to be voted at such meeting 1,538,443 shares of common stock. The
holders of the common stock will be entitled to one vote for each share of
common stock held of record on the record date. In the election for directors,
votes may be cumulated as provided by law. Please see Voting, below.

A copy of the Company's Annual Report to Shareholders for the fiscal
year ended December 31, 2000 accompanies this proxy statement.

The solicitation of this proxy is made by the Board of Directors of the
Company. The solicitation will be by mail and the expense thereof will be paid
by the Company. In addition, solicitation of proxies may be made by telephone or
other means by directors, officers or regular employees of the Company.

I. Election of Directors

Nominees and Continuing Directors

The Board of Directors is divided into three classes, with the terms of
office of each class ending in successive years. In addition, the President of
the Company serves as a Director during the term of office as President. Three
directors of the Company are to be elected to Class III, for terms expiring at
the Annual Meeting in 2004 or until their respective successors have been
elected and have qualified. Certain information with respect to the nominees for
election as directors proposed by the Company and the other directors whose
terms of office as directors will continue after the Annual Meeting is set forth
below. Should any one or more of the nominees be unable or unwilling to serve
(which is not expected), the proxies (except proxies marked to the contrary)
will be voted for such other person or persons as the Board of Directors of the
Company may recommend.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR.

Shares of
the Company's
Served as Common Stock
Name, Age, Principal Occupation Director Beneficially
or Position, Other Directorships (15)(16) Since (1) Owned (2)
- ------------------------------------- ---------- -------------

To be elected to Class III, for terms ending in 2004
- ----------------------------------------------------

R. Clark Morton, 72 1965 45,018(4)
Attorney-at-Law, Partner, Herndon, Morton,
Herndon & Yaeger; Vice Chairman of the Board
and Director of Progressive Bank, N.A.

William G. Petroplus, 53 1998 7,420(5)
Attorney-at-Law, Partner, Petroplus &
Gaudino; Director of Progressive Bank, N.A.

Nada E. Beneke, 45 (3) 18,268(6)
Sanitarian, Ohio County Health Department;
President of the Beneke Corporation; and
Director of Progressive Bank, N.A.

Class I Directors, to continue in office until 2002
- ---------------------------------------------------

George F. Beneke, 87 1958 74,005(7)
Chairman of the Board of the Beneke Corporation;
Retired Attorney-at-Law; Emeritus Chairman of
the Board and Director ofthe Company;
Director of Progressive Bank, N.A.

Laura G. Inman, 59 1993 117,500(8)
Chairman of the Board of the
Company; Senior Vice President
and Director of Progressive Bank, N.A.

Karl W. Neumann, 80 1964 46,348(9)
Retired Insurance Executive; Chairman of the Board
and Director of Progressive Bank, N.A.

Class II Directors, to continue in office until 2003
- -----------------------------------------------------

Sylvan J. Dlesk, 62 1988 130,686(10)
Vice Chairman of the Board of the Company;
President and CEO of Dlesk Realty and Investments;
President of Dlesk, Inc., President of Ohio
Valley Carpeting, Inc. and President of Tri-State
Floor Installations, Inc.; Director of
Progressive Bank, N.A.

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Class II Directors, to continue in office until 2003
- -----------------------------------------------------

Benjamin R. Honecker, 81 1973 31,844(11)
Attorney-at-Law, Partner, Honecker & Bippus;
Director of Progressive Bank, N.A.

James C. Inman, Jr., 59 1993 117,500(12)
Retired Bank Executive; Director of
Progressive Bank, N.A.

Thomas A. Noice, 78 1988 4,655(13)
Trustee-Treasurer, Belmont Community Hospital,
Bellaire, Ohio; Retired Bank Executive

Unclassified Director, to continue in office during term of office
- -------------------------------------------------------------------

Charles K. Graham, 55 2000 8,914(14)
President and Chief Executive Officer of the
Company; President and Director of Progressive
Bank, N.A.; Vice Chairman of the Board and Director
of Progressive Bank, N.A. - Buckhannon

Notes (1) Includes service with the Company's predecessors.

(2) Beneficial ownership of First West Virginia common stock is
stated as of February 9, 2001. Under rules of the Securities
and Exchange Commission, persons who have power to vote or
dispose of securities, either alone or jointly with others,
are deemed to be the beneficial owners of such securities.
Shares owned separately by spouses are included in the column
totals but are identified in the footnotes which follow. Each
person reflected in the table has both sole voting power and
sole investment power with respect to the shares included in
the table, except as described in the footnotes.

(3) Nada Beneke has not had any previous service with the Company.
Ms. Beneke presently serves as a director of Progressive
Bank, N.A., a subsidiary bank of the Company.

(4) Includes 23,085 shares owned by Patricia H. Morton, his wife,
and 11,048 shares owned jointly by R. Clark Morton and
Patricia H. Morton.

(5) Includes 808 shares owned jointly by William G. Petroplus and
Sheree A. Petroplus; 403 shares owned by Sheree A. Petroplus, his
wife; 403 shares owned by Kristen G. Petroplus, his daughter, for
which William G. Petroplus acts as custodian; and 403 shares owned
jointly by Alyssa R. Petroplus, his daughter, for which William G.
Petroplus acts as custodian.

(6) Includes 14,149 shares owned by the Beneke Corporation, of which
Ms. Beneke serves as President.

(7) Includes 35,963 shares held by WesBanco Bank Wheeling, as trustee
under the will of Sarah E. Beneke, deceased, and excludes 14,149
shares owned by the Beneke Corporation, of which Mr. Beneke is
Chairman of the Board and 4,119 shares owned by Nada Beneke, his
daughter, as to which shares Mr. Beneke disclaims beneficial
ownership.

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Notes (8) Includes 18,000 shares owned by James C. Inman, Jr., her husband.

(9) Includes 20,145 shares owned by Elizabeth H. Neumann, his wife.

(10) Includes 1,817 shares owned by Rosalie J. Dlesk, his wife, and
121,409 shares owned jointly by Sylvan J. Dlesk and
Rosalie J. Dlesk.

(11) Excludes 5,025 shares owned jointly by Elizabeth R. Honecker,
his daughter, and Janet L. Honecker, his wife, as to which shares
Mr. Honecker disclaims beneficial ownership.

(12) Includes 99,500 shares owned by Laura G. Inman, his wife.

(13) Includes 912 shares owned jointly by Judith A. Noice, wife of
Thomas A. Noice, and Julia Vejvoda and 3,643 shares owned jointly
by Thomas A. Noice and Judith A. Noice.

(14) Includes 1,726 shares owned jointly by Linda A. Graham, his wife,
and Charles J. Graham, his son; 1,747 shares owned jointly by
Linda A. Graham, his wife and Sharon A. Graham, his daughter;
1,617 shares owned jointly by Charles J. Graham, his son, and
Charles K. Graham; 969 shares owned jointly by Sharon A. Graham,
his daughter, and Charles K. Graham; and 1,190 shares owned
jointly by Charles K. Graham and Linda A. Graham.

(15) The subsidiaries of the Company are: Progressive Bank, N.A,
Wheeling, WV and Progressive Bank, N.A. - Buckhannon,
Buckhannon, WV.

(16) Each of the nominees and continuing directors has had the same
position or other executive positions with the same employer
during the past five years with the exception of Charles K. Graham
who previously served as Executive Vice President of the Company,
President of Progressive Bank, N.A. and Director of Progressive
Bank, N.A. - Buckhannon in which positions he served for the
preceding five years.

Certain Business Relationships

Mr. Petroplus is an attorney with Petroplus & Gaudino,
attorneys-at-law, of Wheeling, WV, which firm serves as general counsel to the
Company.

Mr. Morton is an attorney with Herndon, Morton, Herndon & Yaeger,
attorneys-at-law, of Wheeling, West Virginia, which firm serves as special
counsel to the Company.

Mr. Honecker is also an attorney-at-law and has provided legal services
to the Company's subsidiary banks.

Board of Directors and Committees

There were 12 regular meetings and four special meetings of the Board of
Directors of the Company during 2000. All directors attended at least 75 percent
of such meetings, except for Ronald L. Solomon who attended 65 percent of such
meetings. Each director is compensated at the rate of $600.00 per regular
meeting and, for 2000, was compensated at the rate of $200.00 for each special
meeting. Committee members are paid $200.00 for attendance at each committee
meeting. The standing committees of the Board are: Audit Committee, Personnel
and Salary Committee, Budget and Marketing Committee and Investment Committee.
The Company does not have a nominating committee.

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The functions of the Personnel and Salary Committee are to review and
recommend the salaries and annual bonuses of all executive officers; recommend
the annual contribution to the employees' profit sharing plan; and monitor the
senior management and succession plans. The Board of Directors reviews the
committee recommendations for final action thereon. Company performance is
considered in establishing the annual budget for salary increases and is the
initial part of the review process. Company performance factors, including net
income and return on equity, and individual performance are considered in
setting annual bonuses. The committee met four times during 2000. The members of
the committee consist of non-salaried directors and presently include S. J.
Dlesk, chairman, James C. Inman, Jr., R. Clark Morton, Karl W. Neumann, and
William G. Petroplus.

The functions of the Budget and Marketing Committee are to approve and
review the annual subsidiary banks' budgets and to review the marketing efforts
and strategies of the subsidiary banks. The committee met four times during
2000. The members of the committee consist of directors and presently include
Ben R. Honecker, chairman, George F. Beneke, S. J. Dlesk, Laura G. Inman, Thomas
A. Noice and Ronald L. Solomon. With the exception of Laura G. Inman, all
members of this committee are non-salaried.

The functions of the Investment Committee are to approve and review the
investment policies, activities and strategies of the subsidiary banks. The
committee met two times during 2000. The members of the committee consist of
directors and presently include Karl W. Neumann, chairman, James C. Inman, Jr.,
Laura G. Inman, R. Clark Morton, William G. Petroplus and Ronald L. Solomon.
With the exception of Laura G. Inman, all members of this committee are
non-salaried.

Report of the Audit Committee

The Company does have an Audit Committee. The members of the committee
are considered independent and consist of non-salaried directors. The primary
function of the Audit Committee is to assist the Board of Directors in
fulfilling its oversight responsibilities by reviewing: the financial reports
and other financial information provided by the Company to the shareholders, any
governmental body, and others; the Company's systems of internal control
regarding finance, accounting, legal compliance and ethics that management and
the Board have established; and the Company's auditing accounting and financial
reporting processes. The Audit Committee's primary duties and responsibilities
are to: serve as an independent and objective monitor of the Company's financial
reporting process and internal control system; review and appraise the audit
efforts of the Company's independent accountants and internal auditing
department; and to provide an open avenue of communication among the independent
accountants, financial and senior management, the internal auditing department,
and the Board of Directors. The Company has a written charter for the Audit
Committee. A copy of the written charter is attached as an appendix to this
proxy statement. The committee met five times during 2000. The Audit Committee
reviewed and discussed the Company's annual audited financial report with
management. The Committee has also discussed with the Independent auditors the
matters required to be discussed by SAS 61 (Codification of Statements on
Auditing Standards, AU 380). The Committee also received and reviewed the
written disclosures and the letter from independent accountants required by
Independence Standards Board Standard No. 1 (Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees), as may be
modified or supplemented, and has discussed with the independent accountant the
independent accountant's independence. Additionally, the Audit Committee
reviewed reports of the internal audit director concerning the results of the
examinations of the accounting controls and procedures reviewed. The committee
also reviewed various other matters pertaining to the business and operations of
the Corporation during the year, including the scope and planning of the audits
and the internal control procedures. Based on the review and discussions
referred to above, the Audit Committee recommended to the Board of Directors
that the audited financial statements be included in the Company's Annual Report
on Form 10-K for the year ended December 31, 2000.

The members of the Audit Committee as of December 31, 2000 are R. Clark
Morton, chairman, George F. Beneke, S. J. Dlesk, Ben R. Honecker, and Thomas A.
Noice.

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II. Executive Compensation

The following table shows all compensation awarded to, earned by or
paid to the Company's President and Chief Executive Officer, Charles K. Graham
and Executive Vice President, Chief Operating Officer and Treasurer, Beverly A.
Barker for all services rendered by them in all capacities to First West
Virginia Bancorp, Inc. and its subsidiaries for 2000. No other executive officer
of First West Virginia Bancorp, Inc. had total annual salary and bonus exceeding
$100,000 for the year.

SUMMARY COMPENSATION TABLE
--------------------------

Annual Compensation

Other All
Annual Other
Year Salary Bonus(5) Compensation Compensation
Name and Position

Charles K. Graham, age 55, (1) 2000 $ 88,500.00 $68,454.00 $1,490.68(2) $12,066.81(4)
President and Chief Executive
Officer of the Company;President 1999 $ 76,200.00 $41,801.00 $2,436.64(3) $11,347.20(4)
and Chief Executive Officer of
Progressive Bank, N.A.; and Vice 1998 $ 73,704.00 $53,870.00 $3,898.04(3) $11,500.01(4)
Chairman of Progressive Bank,
N.A. - Buckhannon.

Beverly A. Barker, age 47 (6) 2000 $70,992.00 $54,912.00 $ 0.00 $ 9,940.48(4)
Executive Vice President, Chief
Operating Officer and Treasurer 1999 $60,492.00 $33,184.00 $ 0.00 $ 8,636.01(4)
of the Company; Executive Vice
President, Chief Operating 1998 $57,996.00 $42,518.00 $ 0.00 $ 8,838.01(4)
Officer and Cashier of
Progressive Bank, N.A.

(1) In preceding years, Mr. Graham served as Executive Vice President of
the Company, President of Progressive Bank, N.A. and Director of
Progressive Bank, N.A. - Buckhannon.

(2) This amount includes the value of Mr. Graham's membership to the
Wheeling Country Club.

(3) This amount includes the value of Mr. Graham's membership to the Wheeling
Country Club and Allegheny Club.

(4) This amount includes contributions made to Company's Profit Sharing Plan
and 401(k) Plan.

(5) This amount includes deferred compensation.

(6) In preceding years, Mrs. Barker served as Senior Vice President and
Treasurer of the Company and Executive Vice President of Progressive
Bank, N.A.

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Shareholder Performance Graph

Set forth below is a line graph prepared by SNL Securities L.C. ("SNL"),
which compares the percentage change in the cumulative total shareholder return
on the Company's common stock against the cumulative total shareholder return on
stocks included on the Standard & Poor's (S&P) 500 Index, the SNL Index for
banks with assets under $250,000,000.00 for the period December 31, 1995 through
December 31, 2000. An initial investment of $100.00 (Index value equals $100.00)
and ongoing dividend reinvestment is assumed throughout.

Period Ending
-------------------------------------------------------------------------
Index 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00
- ----------------------------------------------------------------------------------------------------------

First West Virginia
Bancorp, Inc. 100.00 119.07 187.34 214.16 165.68 139.77

S&P 500 100.00 122.86 163.86 210.64 254.97 231.74

SNL 250M Bank Asset-Size Index 100.00 126.34 206.17 195.98 172.09 170.38

Board Compensation Committee Report on Executive Compensation

The Personnel and Salary Committee (the "Committee") has the
responsibility for recommending to the Board of Directors of the Company, and
subject to final approval by the Board of Directors of the Company, the annual
salary, raise and bonus determinations for the Executive Officers of the
Company. The Committee endeavors to determine executive compensation in a manner
designed to provide competitive compensation sufficient to retain and attract
key executives, but based primarily on the overall performance of the Company.

Company performance is considered in establishing the annual budget for
any executive salary increase and is the initial part of the review process of
the Committee. The determination of bonuses, as detailed below, is predicated on
the Company's earnings in the previous year, the increase in corporate net worth
and individual performance. The Committee also periodically evaluates terms and
conditions of employment agreements offered to certain Executive Officers of the
Company (See, Employment Contracts) to ensure that they continue to support the
best interests of the Company's shareholders and are consistent with the goals
and objectives of the Company.

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However, the Committee also is acutely aware that the purpose of our
Executive Officers is to generate earnings for the shareholders of the Company.
Therefore, the Committee's philosophy for its Executive Compensation Incentive
Plan does not deviate from this avowed purpose. The plan consists of two basic
steps. The first step is an earnings plateau which establishes the annual
percentage return to the Company (based on corporate net worth) which was
expected to be reached. The amount of return in excess of that expected
percentage forms the basis for the bonus pool. The philosophy underlying this
first earnings plateau is as follows.

Earnings to the extent of the determined percentage of corporate net
worth are intended to provide for the following purposes:

(a) Payment of income taxes thereon.
(b) Payment of regularly established quarterly dividends.
(c) Provide for increases in subsequent executive salaries
attributable to inflation.
(d) Provide for an increase to the regularly established quarterly
dividend for the next year in the same percentage as the
percentage of salary raises granted executives to compensate
for inflation.
(e) Provide for growth of corporate net worth.

Earnings in excess of that percentage of corporate net worth are
available for distribution for bonuses to Executive Officers excepting any
extraordinary profits received from the sale of assets owned by the Company and
its subsidiaries, with the exception of the subsidiaries' ordinary investment
portfolio. The second basic step of the plan apportions earnings in excess of
the first plateau. The Committee has divided those excess earnings into five
incremental categories. Beginning with the first $400,000 of such excess and for
each increment thereafter, the Committee has determined what percentage will be
paid as executive bonuses. In addition to bonus payments, from each such
increment comes a percentage for payment of income taxes thereon, and a payment
for dividends to shareholders and to provide for growth of corporate net worth.
After the first $400,000 increment has been exhausted, the second category
consists of the next $300,000 of such excess earnings. After that has been
exhausted, the third category consists of the next $200,000 of such excess
earnings. After that has been exhausted, the fourth category consists of the
next $100,000 of such excess earnings. Finally, after that has been exhausted,
the fifth category consists of all excess earnings over $1,000,000.

The underlying philosophy of the Committee's determinations is to
provide a strong incentive for all executives to strive to increase the annual
earnings of the Company for the benefit of the shareholders of the Company.

The compensation of Charles K. Graham, President and Chief Executive
Officer of the Company, and Beverly A. Barker, Executive Vice President, Chief
Operating Officer and Treasurer of the Company, as well as the other Executive
Officers of the Company, is comprised of a base salary which is directly related
to the responsibilities of their respective positions and a bonus which is
related to the Company's performance. Mr. Graham, and Mrs. Barker work together
as a corporate team and, as such, bear the principal burden of corporate
management decisions, with Mr. Graham, as Chief Executive Officer, bearing final
responsibility. Therefore, these two Executive Officers have participated more
heavily in the division of bonus awards. Their performance was reflected in the
increase in corporate net worth for the year ended December 31, 2000, and was
greatly appreciated by the Committee. All compensation recommendations of the
Committee for the year ended December 31, 2000, were approved by the Board of
Directors of the Company.

With respect to the Executive Officers of the Company, the Committee
believes their respective compensation levels to be commensurate with those of
similarly positioned executives in similar corporations.

Members of the Committee as of the year ending December 31, 2000, were
S. J. Dlesk, chairman, James C. Inman, Jr., R. Clark Morton, Karl W. Neumann,
and William G. Petroplus.

Employment Contracts

On December 31, 2000, the Company entered into written employment
agreements with Charles K. Graham, President and Chief Executive Officer of the
Company, and Beverly A. Barker, Executive Vice President, Chief Operating
Officer and Treasurer of the Company, providing for their respective annual base
salaries plus such discretionary bonuses as may be granted by the Company, plus
eligibility to participate in any health insurance benefit, deferred
compensation benefit, accident and disability benefit or other benefits offered
to other employees of the Company during the respective terms of the agreements.
The agreements with Mr. Graham and Mrs. Barker were for three year terms, each
beginning

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as of January 1, 2001. In the event that any of the agreements are terminated by
the Company for any reason other than a defined cause, the terminated employee
would receive a severance benefit equal to the annual base salary they would
have received had they continued to be employed by the Company throughout the
term of the existing agreement, as well as participation in any health, accident
and disability insurance programs which the Company may maintain for the benefit
of its executive officers. These agreements may be terminated for certain
defined causes by the Company without payment of additional minimum salary or
other benefits.

Compensation Committee Interlocks and Insider Participation

As indicated, the Personnel and Salary Committee has responsibility for
annual raises and bonuses to the executive officers of the Company. The members
of the committee consist of non-salaried directors and presently include S. J.
Dlesk, chairman, James C. Inman, Jr., R. Clark Morton, Karl W. Neumann, and
William G. Petroplus. Mr. Inman was formerly an officer of Wellsburg Banking and
Trust Company, Wellsburg, West Virginia, which bank merged into Progressive
Bank, N.A., a subsidiary of the Company. The Personnel and Salary Committee
reviews the Company's overall progress and projections to year end. All actions
by the Personnel and Salary Committee are presented to the full Board of
Directors for final approval.

James C. Inman, Director of the Company and of Progressive Bank, N.A.,
is a member of the Personnel and Salary Committee. Mr. Inman is the spouse of
Laura G. Inman, Chairman of the Board and Director of the Company, and also
Senior Vice President and Director of Progressive Bank, N.A. However, Mrs. Inman
has voluntarily withdrawn from participation in the Company's executive bonus
program. No other family relationships exist between the Personnel and Salary
Committee and the Company's executive officers, nor do any of the directors of
the Company serve on personnel committees of any other corporation.

Executive Officers; Additional Compensation

The subsidiary banks have paid bonuses in each of the preceding six
years to their executive officers. Decisions as to the issuance of a bonus and
the amount paid in each year are determined by the Company's Board of Directors.
The aggregate amount of bonuses to the executive officers of the Company accrued
for 1998 and paid in 1999 was $206,400.00; accrued for 1999 and paid in 2000 was
$153,009.00 and accrued as of December 31, 2000 was $176,445.00. The 2000
accrual for bonuses will be paid in 2001.

Other than bonuses paid to its executive officers, neither the Company
nor its existing subsidiaries has any type or plan of additional compensation
that may discriminate in scope, terms or operation in favor of the officers or
directors of the Company.

The Company does maintain a noncontributory profit-sharing plan for
employees of its existing subsidiaries who are 21 years of age or older, have
worked for the bank in excess of one year and are not parties to a collective
bargaining agreement. This plan has received a favorable determination letter
from the Internal Revenue Service. The Company makes contributions to the
profit-sharing plan based upon a discretionary contribution ranging from zero
percent to 15 percent of total compensation as fixed by appropriate action of
the banks before the close of the year. This contribution is distributed
according to a three-tiered integrated allocation formula. In the first tier,
the allocation is made by taking each participant's compensation to total
compensation percentage on a pro rata basis not to exceed the employer's
integration percentage. This amount is then distributed to the employee's
separate retirement accounts. In the second tier, any amount of the total
contribution remaining undistributed by the first tier is then allocated and
distributed by taking each participant's compensation in excess of $15,000 and
multiplying that amount by the employer's integration percentage. Any amount of
the total contribution remaining undistributed by the first and second tier is
then allocated and distributed to the employee's retirement accounts on a pro
rata basis based upon the percentage of each employee's compensation compared to
total compensation. Employees are entitled to the balances in their separate
retirement accounts at either normal retirement age, disability or death, but
the amount of such benefits cannot accurately be predicted due to the
discretionary nature of the contributions. Contributions during 1998 amounted to
$143,100.00, of which $39,283.98 accrued to the benefit of the 6 persons who are
executive officers of the Company. For 1999 the contribution was $123,700.00, of
which $36,415.28 accrued to the benefit of the 6 persons. Contributions during
2000 amounted to $113,200.00, of which $37,861.49 accrued to the benefit of the
6 persons.

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In 1998 the Company amended its profit sharing plan to add a 401(k)
feature. That feature qualifies as a tax-deferred savings plan under Section
401(k) of the Internal Revenue Code (The "401(k) Plan") for Company employees
who are at least 21 years old and who have completed one year of service with
the bank. Under the 401(k) Plan, eligible employees may contribute up to 15% of
their gross salary to the 401(k) Plan or $10,000.00, whichever is less
($10,500.00 as of January 1, 2000). Each participating employee is fully vested
in contributions made by such employee. The bank has elected to provide a
matching contribution for participants which elect to make employee 401(k)
contributions. The matching contribution is 50% of the participant's
contribution up to 2% of the participant's covered compensation and 25% of the
participant's contribution up to the next 2% of the participant's covered
compensation. The Company's share of the contribution during 2000 was $19,151.01
of which $5,247.26 was for the benefit of the executive officers. For 1999, the
Company's share of the contribution during 1999 was $20,693.00 of which
$5,076.58 was for the benefit of the executive officers of the Company. For
1998, the Company's share of the contribution was $15,119.00 of which $3,052.89
was to the benefit of the executive officers.

The Company also has a non-qualified deferred compensation plan for its
executive officers. Under the plan, each executive officer may elect to defer up
to 50 percent of their bonus. The executive officers are generally entitled to
the balances in their separate deferred compensation accounts at either normal
retirement age, disability or death, or other termination of employment. The
amount of such benefits cannot be accurately predicted due to the discretionary
nature of the underlying bonus and the deferral percentage.

III. Security Ownership of Management and Certain Beneficial Owners
Security Ownership of Management

The following table sets forth, as of February 9, 2001, the name and
address of each director and nominee who owns of record or is the beneficial
owner of more than 5 percent of the Company's 1,538,443 issued and outstanding
shares of stock, the number of shares beneficially owned, the percentage of
stock so owned, and the percent of stock beneficially owned by all directors and
executive officers of the Company as a group. The "beneficial ownership" of a
security by an individual is determined in accordance with the rules of the
Securities and Exchange Commission. Unless otherwise noted, sole voting power
and sole investment power with respect to the shares shown in the table below
are held either by each individual listed or by such individual together with
their spouse.

Name & Shares of Stock Percent
Address Beneficially Owned of Total
- ------- ------------------ --------

Sylvan J. Dlesk 130,686(1) 8.49%
Highland Park
Wheeling, WV 26003

James C. Inman, Jr. 117,500(2) 7.64%
R.D. 1
Wellsburg, WV 26070

Laura G. Inman 117,500(3) 7.64%
R.D. 1
Wellsburg, WV 26070

Officers and Directors 492,599 32.02%
as a Group (15 persons)

Notes (1) Includes 1,817 shares owned by Rosalie J. Dlesk, his wife, and
121,409 shares owned jointly by Sylvan J. Dlesk and Rosalie J. Dlesk.

(2) Includes 99,500 shares owned by Laura G. Inman, his wife.

(3) Includes 18,000 shares owned by James C. Inman, Jr., her husband.

Other than those individuals listed above, as of February 9, 2001, no
person was known by the Company to be the beneficial owner of more than 5
percent of the Company's stock.

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IV. Amendment of By-laws

By unanimous resolution of the Board of Directors at a special meeting
duly convened on February 20, 2001, an amendment to Article IV, Directors,
Section 4.03. Classification was made so that Section 4.03 now reads in its
entirety as follows:

The President of the Corporation shall serve as an unclassified
director during the term of office as President. All other Directors of
the corporation shall be classified with respect to the time for which
they shall severally hold office by dividing them into three classes,
each consisting of one-third of the whole number of the Board of
Directors, and all directors of the corporation shall hold office until
their successors are elected and qualified. At the first meeting held
for the election of the three classes of directors, the directors of
the first class shall be elected for a term of one year; the directors
of the second class shall be elected for a term of two years; and the
directors of the third class for a term of three years; and at each
annual election thereafter the successors to the class of directors
whose term shall expire that year shall be elected to hold office for
the term of three years, so that the term of office of one class of
directors shall expire in each year.

The amendment was made to clarify that the President of the company
shall also serve as a director during his or her term as President.

V. Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers, and beneficial owners of more than 10
percent of the common stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (SEC). Reporting persons
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms filed by them. Based on a review of the copies of Section
16(a) forms received by the Company, and on written representations from
reporting persons concerning the necessity of filing a Form 5 - Annual Statement
of Changes in Beneficial Ownership, the Company believes that, during 2000, all
filing requirements applicable to reporting persons were met.

VI. Transactions with Management and Others

Management personnel of the Company and its subsidiary banks have had
and expect to continue to have banking transactions with the banks in the
ordinary course of business. Extensions of credit to such persons are made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons.
Management believes that these transactions do not involve more than a normal
risk of collectibility or present other unfavorable features.

None of the directors, executive officers, beneficial owners or
immediate family members have an interest or are involved in any transactions
with the Company or its banks in which the amount involved exceeds $60,000.00,
or was not subject to the usual terms and conditions, or was not determined by
competitive bids. Similarly, no director, executive officer or beneficial owner
has an equity interest in excess of 10 percent in a business or professional
entity that has made payments to or received payments from the Company or its
banks in 1998, 1999 or 2000 which exceed 5 percent of either party's gross
revenue for those periods, respectively.

VII. Voting

The affirmative vote of the holders of a majority of the shares
entitled to vote which are present in person or represented by proxy at the 2001
Annual Meeting is required to elect directors and to act on any other matters
properly brought before the meeting. Shares represented by proxies which are
marked "withhold authority" with respect to the election of any one or more
nominees for election as directors and proxies which are marked to deny
discretionary authority on other matters will be counted for the purpose of
determining the number of shares represented by proxy at the meeting. Such
proxies will thus have the same effect as if the shares represented thereby were
voted against such nominee or nominees or against such other matters. If a
broker indicates on a proxy that the broker does not have discretionary
authority as to certain shares to vote on a particular matter, those shares will
not be considered as present and entitled to vote with respect to that matter.

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In the election for directors every shareholder entitled to vote shall
have the right to vote, in person or by proxy, the number of shares owned by him
or her for as many persons as there are directors to be elected and for whose
election he or she has a right to vote, or to cumulate his or her votes by
giving one candidate as many votes as the number of such directors multiplied by
the number of his or her shares shall equal, or by distributing such votes on
the same principal among any number of such candidates. Such rights may be
exercised by a clear indication of the shareholder's intent on the form of
proxy. Under applicable law, there are no dissenter's rights of appraisal as to
the election of directors.

VIII. Independent Auditors

S.R. Snodgrass, A.C. were the auditors for the year ended December 31,
2000, and the Audit Committee has selected them as auditors for the year ending
December 31, 2001. Shareholder ratification of this selection is not required. A
representative of S.R. Snodgrass, A.C. will be present at the meeting with the
opportunity to make a statement and/or to respond to appropriate questions from
shareholders. The aggregate fees for professional services rendered by S.R.
Snodgrass A.C. for the year ended December 31, 2000 were as follows: Audit Fees
$25,805.00; Financial Information Systems Design and Implementation $-0-; and
All Other $44,779.82.

IX. Shareholder Proposals

Proposals of shareholders intended to be presented at the 2002 Annual
Meeting scheduled to be held on April 9, 2002 must be received by the Company by
November 18, 2001 for inclusion in the Company's proxy statement and proxy
relating to that meeting. Upon receipt of any such proposal, the Company will
determine whether or not to include such proposal in the proxy statement and
proxy in accordance with regulations governing the solicitation of proxies.

In order for a shareholder to nominate a candidate for director, under
the Company's By-laws nominations must be made in writing and shall be delivered
or mailed to the president of the Company or to the chairman of the Board not
less than 14 days nor more than 40 days prior to any meeting of shareholders
called for the election of directors, provided, however, that if less than 21
days' notice of the meeting is given to shareholders, such nominations shall be
mailed or delivered to the president of the Company or the chairman of the Board
not later than the close of business on the seventh day following the day on
which the notice of the meeting was mailed. Such notification shall contain the
following information to the extent known to the notifying shareholder: (a) the
name and address of each proposed nominee; (b) the principal occupation of each
proposed nominee; (c) the total number of shares of stock of the Company that
will be voted by him or her for each proposed nominee; (d) the name and
residence address of the notifying shareholder; and (e) the number of shares of
stock of the Company owned by the notifying shareholder. Nominations not made in
accordance with such procedure may, in the discretion of the presiding officer,
be disregarded, and upon the presiding officer's instructions, the vote teller
shall disregard all votes cast for each such nominee.

In order for a shareholder to bring other business before a shareholder
meeting, timely notice must be received by the Company. Such notice must include
a description of the proposed business, the reasons therefore, and other
specified matters. These requirements are separate from and in addition to the
requirements a shareholder must meet to have a proposal included in the
Company's proxy statement.

In each case the notice must be given to the Secretary of the Company,
whose address is 1701 Warwood Avenue, Wheeling, West Virginia 26003. Any
shareholder desiring a copy of the Company's Bylaws will be furnished one
without charge upon written request to the Secretary.

X. Legal Proceedings

The Company is unaware of any litigation other than ordinary routine
litigation incident to the business of the Company, to which it or any of its
subsidiaries is a party or of which any of their property is the subject.

XI. Other Matters

The Company knows of no other matters to come before the meeting. If
any other matters properly come before the meeting, the proxies solicited hereby
will be voted on such matters in accordance with the judgment of the persons
voting such proxies.

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Appendix
FIRST WEST VIRGINIA BANCORP, INC.

AUDIT COMMITTEE CHARTER
________________________________________________________________________________

I. PURPOSE

The primary function of the Audit Committee of First West Virginia Bancorp, Inc.
(hereinafter the "Company") is to assist the Board of Directors in fulfilling
its oversight responsibilities by reviewing: the financial reports and other
financial information provided by the Company to the shareholders, any
governmental body, and others; the Company's systems of internal controls
regarding finance, accounting, legal compliance and ethics that management and
the Board have established; and the Company's auditing, accounting and financial
reporting processes generally. Consistent with this function, the Audit
Committee should encourage continuous improvement of, and should foster
adherence to, the Company's policies, procedures, and practices at all levels.
The Audit Committee's primary duties and responsibilities are to:

Serve as an independent and objective party to monitor the Company's
financial reporting process and internal control system.

Review and appraise the audit efforts of the Company's independent
accountants and internal auditing department.

Provide an open avenue of communication among the independent
accountants, financial and senior management, the internal auditing
department, and the Board of Directors.

II. RESPONSIBILITIES

In meeting its responsibilities, the Audit Committee is expected to:

Review and update this Charter periodically, at least annually, as
conditions may dictate.

Recommend to the Board of Directors the independent accountants to be
nominated, approve the compensation of the independent accountants, and
review and approve the discharge of the independent accountants.

Review and concur in the appointment, replacement, reassignment, or
dismissal of the internal audit department and internal audit
coordinator.

Confirm and assure the independence of the internal auditor and the
independent accountant, including a review of management consulting
services and related fees provided by the independent accountant.
Receive and discuss the independent auditor's disclosures in regard to
their independence required by Independence Standards Board Standard
No. 1, Independence Discussions with Audit Committees, as may be
hereafter modified or supplemented.

Inquire of management, the coordinator of internal auditing, the
internal audit director, and the independent accountants about
significant risks or exposures and assess the steps management has
taken to minimize such risk to the Company.

Consider, in consultation with the independent accountant, the
coordinator of internal audit, and the director of internal audit, the
audit scope and plan of the internal auditors and the independent
accountant.

Consider with management and the independent accountants the rationale
for employing audit firms other than the principal independent
accountants.

i
16

Review with the director of internal audit and the independent
accountants the coordination of audit efforts to assure completeness of
coverage, reduction of redundant efforts, and the effective use of
audit resources.

Consider and review with the independent accountants and the director
of internal audit:
The adequacy of the company's internal controls including
computerized information system controls and security. Any related
significant findings and recommendations of the independent
accountants and internal auditors together with management's
responses thereto.

Review with management and the independent accountants at the
completion of the annual examination:
The company's annual financial statements and related footnotes.
The independent accountants' audit of the financial statements and
the report thereon. Any significant changes required in the
independent accountants' audit plan. Any significant disagreement
among management and independent accountants in connection with the
preparation of the financial statements. Other matters related to
the conduct of the audit which are to be communicated to the
Committee under generally accepted auditing standards.

Consider and review with management and the director of internal
auditing:
Significant findings during the year and management's responses
thereto. Any difficulties encountered in the course of their
audits, including any restrictions on the scope of their work or
access to required information. Any changes required in the planned
scope of their audit plan. The internal audit outsourcing contract
amount and outsourcing staff qualifications. The internal audit
department charter.

Review and discuss with management and the independent auditors filings
with the SEC or other regulators, and other published documents
containing the Company's financial statements and consider whether the
information contained in these documents is consistent with the
information contained in the financial statements.

Review and discuss with management and the independent accountants the
interim financial report before it is filed with the SEC or other
regulators. The Chair of the Audit Committee may represent the entire
Committee for purposes of this review.

Review policies and procedures with respect to officers' expense
accounts and prerequisites, including their use of corporate assets,
and consider the results of any review of these areas by the internal
auditor or the independent accountants.

Review legal and regulatory matters that may have a material impact on
the financial statements, related company compliance policies, and
programs and reports received from regulators.

Meet with the director of internal audit, the coordinator of internal
audit, the independent accountants, and management in separate
executive sessions to discuss any matters that the Committee or these
groups believe should be discussed privately with the Audit Committee.

Report Audit Committee actions to the Board of Directors with such
recommendations as the Committee may deem appropriate.

Prepare a letter for inclusion in the proxy statement as may be
required by law that describes the Audit Committee's composition and
responsibilities, and how they were discharged.

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The Audit Committee shall have the power to conduct or authorize
investigations into any matters within the Committee's scope of
responsibilities. The Audit Committee shall be empowered to retain
independent counsel, accountants, or others to assist it in the conduct
of any investigation.

The Audit Committee shall meet at least four times per year or more
frequently as circumstances require. The committee may ask members of
management or others to attend the meeting and provide pertinent
information as necessary.

The Audit Committee shall maintain minutes or other records of its
meetings and activities.

The Audit Committee will perform such other functions as assigned by
law, the Company's Charter or By-laws, or the Board of Directors.

III. COMPOSITION

The Audit Committee shall be comprised of three or more independent
directors as determined by the Board. All members of the Committee
shall have a working familiarity with basic finance and accounting
practices, and at least one member of the Committee shall have
accounting or related financial management expertise.

The members of the Audit Committee shall be elected by the Board of
Directors at the annual organizational meeting of the Board or until
their successors shall be duly elected and qualified.

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PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE First West Virginia Bancorp, Inc. With- For All
ANNUAL MEETING OF SHAREHOLDERS 1. ELECTION OF DIRECTORS: For hold Except
APRIL 10, 2001
To elect three Director s
to serve as Class III
The undersigned does hereby appoint directors for terms
S. J. DLESK, JAMES C. INMAN, JR., and ending in 2004:
KARL W. NEUMANN or any of them, the true
and lawful attorneys in fact, agents and Nada E. Beneke
proxies of the undersigned to represent the R. Clark Morton
undersigned at the Annual Meeting of the William G. Petroplus
Shareholders of FIRST WEST VIRGINIA BANCORP,
INC., to be held on April 10, 2001, commencing In connection with the election of Directors, shareholders
at 4:00 p.m., at the Warwood Office of the are entitled to cumulate their votes. Accordingly, each
Company at 1701 Warwood Avenue, Wheeling, West shareholder may cast that number of votes determined by
Virginia, and at any and all adjournments of multiplying the number of shares of common stock owned by
said meeting, and to vote all the shares of such shareholder by three (the number of directors to be
Common Stock of the Company standing on the elected). Such aggregate number of votes may be allocated
books of the Company in the name of the equally between each of the nominees for director or may be
undersigned as specified and in their discretion cumulated by being distributed in varying amounts between
on such other business as may properly come each of the nominees for director.
before the meeting.

INSTRUCTION: To vote equally for each of the nominees, mark
"For". To withhold authority to vote for any individual
nominee, mark "For All Except" and write that nominee's name
in the space provided below. To vote cumulatively, mark "For"
and beside each nominee's name write the number of votes
allocated to each nominee.

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

The undersigned hereby acknowledges receipt of Notice
of said Annual Meeting and accompanying Proxy Statement
each dated March 15, 2001.

This Proxy will be voted as specified, if no specification
is made, this Proxy will be "FOR" the nominees named.

THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS

Please be sure to sign and date Date __________________
this Proxy in the box below.

____________________________________________________________
Shareholder sign above Co-holder (if any) sign above

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Detach above card, sign, date and mail in postage paid envelope provided.

First West Virginia Bancorp, Inc.

YOUR VOTE IS IMPORTANT TO US
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY