EXHIBIT 99

Proxy Statement for the annual shareholders meeting to be held on April 8, 2003

NOTICE OF ANNUAL MEETING OF THE
SHAREHOLDERS OF
FIRST WEST VIRGINIA BANCORP, INC.

Wheeling, West Virginia
March 13, 2003

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 8, 2003. Shareholders of record at the close of business
on March 5, 2003 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 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 8, 2003

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 8, 2003, 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 13, 2003.

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, 2003 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, 2002 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
serves as a Director during the term of office as President. Three directors of
the Company are to be elected to Class II, for terms expiring at the Annual
Meeting in 2006 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 (13)(14) Since (1) Owned (2)
- ----------------------------------------------------------- --------- -------------

To be elected to Class II, to continue in office until 2006
- -----------------------------------------------------------
Sylvan J. Dlesk, 64 1988 131,236(3)
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.

James C. Inman, Jr., 61 1993 118,000(4)
Retired Bank Executive; Director of
Progressive Bank, N.A.

Thomas A. Noice, 80 1988 2,812(5)
Trustee-Treasurer, Belmont Community Hospital,
Bellaire, Ohio; Retired Bank Executive

Class III Directors, to continue in office until 2004
- -----------------------------------------------------------
R. Clark Morton, 74 1965 45,018(6)
Attorney-at-Law, Partner, Herndon, Morton,
Herndon & Yaeger; Chairman of the Board
and Director of Progressive Bank, N.A.

William G. Petroplus, 55 1998 7,420(7)
Attorney-at-Law, Partner, Petroplus &
Gaudino; Director of Progressive Bank, N.A.

Nada E. Beneke, 47 2001 68,398(8)
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 2005
- -----------------------------------------------------------
Laura G. Inman, 61 1993 118,000(9)
Chairman of the Board of the
Company; Director of Progressive Bank, N.A.

Karl W. Neumann, 82 1964 44,083(10)
Retired Insurance Executive; Chairman Emeritus
and Director of Progressive Bank, N.A.

Shares of
the Company's
Served as Common Stock
Name, Age, Principal Occupation Director Beneficially
or Position, Other Directorships (12)(13) Since (1) Owned (2)
- ----------------------------------------------------------- --------- -------------

Unclassified Director, to continue in office during term
of office
- -----------------------------------------------------------
Charles K. Graham, 57 2000 9,014(11)
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 13, 2003. 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) Includes 1,817 shares owned by Rosalie J. Dlesk, his wife, and 126,145
shares owned jointly by Sylvan J. Dlesk and Rosalie J. Dlesk.

(4) Includes 100,000 shares owned by Laura G. Inman, his wife.

(5) Includes 912 shares owned jointly by Judith A. Noice, wife of Thomas
A. Noice, and Julia Vejvoda and 1,900 shares owned jointly by Thomas
A. Noice and Judith A. Noice.

(6) 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.

(7) 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.

(8) Includes 14,149 shares owned by the Beneke Corporation, of which Ms.
Beneke serves as President and 38,042 shares held in the estate of
George F. Beneke of which Ms. Beneke is executrix.

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

(10) Includes 17,830 shares owned by Elizabeth H. Neumann, his wife.

(11) 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 1,290 shares owned jointly by Charles K. Graham
and Linda A. Graham.

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

Notes(13) 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.

Board of Directors and Committees

There were 12 regular meetings and three special meetings of the Board of
Directors of the Company during 2002. All directors attended at least 75 percent
of such meetings, except for Karl W. Neumann who attended seven percent (7%) of
such meetings. Each director is compensated at the rate of $600.00 per regular
meeting and, for 2002, was compensated at the rate of $200.00 for each special
meeting. Committee members are paid $200.00 for attendance at each committee
meeting, unless a special meeting is held following a regular meeting in which
event there is no additional compensation at the special meeting. The standing
committees of the Board include: Personnel and Salary Committee, Audit
Committee, and Nominating Committee.

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 three times during 2002. The members
of the committee consist of non-salaried directors and presently include S. J.
Dlesk, chairman, Laura G. Inman, R. Clark Morton, Thomas A. Noice, and William
G. Petroplus.

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 operates
pursuant to a written charter and is attached as an appendix to this proxy
statement. The committee met five times during 2002. The members of the
committee consist of non-salaried directors and presently include S. J. Dlesk,
chairman, Nada E. Beneke, Laura G. Inman, R. Clark Morton, and William G.
Petroplus. With the exception of S. J. Dlesk and Laura G. Inman, all members of
the committee meet the American Stock Exchange standard for independence.

The functions of the Nominating Committee are to recommend nominees for
election as Directors of the Company to the full Board and recommendations for
directorship of the subsidiary banks. The committee met one time during 2002.
The members of the committee consist of non-salaried directors and presently
include S. J. Dlesk, Laura G. Inman and R. Clark Morton.

The Company also has a Budget and Marketing Committee and an Investment
Committee. These committees are comprised of representatives of the Company and
its subsidiary banks.

Report of the Audit Committee

The Company has an Audit Committee of the Board of Directors. With the
exception of S. J. Dlesk and Laura G. Inman, all members of the committee are
considered independent by the standards established by the American Stock
Exchange. 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 which is reviewed annually. A copy of the
written charter is attached as an appendix to this proxy statement. The
committee met five times during 2002. The Audit Committee reviewed and discussed
the Company's annual audited financial report with management. The Committee has
also discussed with 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, 2002. The Audit Committee also recommended to the Board of
Directors the appointment of S. R. Snodgrass, A.C. as the independent auditors
for the Company for 2003.

The members of the Audit Committee as of December 31, 2002 are, S. J.
Dlesk, chairman, Nada E. Beneke, Laura G. Inman, R. Clark Morton, and William G.
Petroplus.

Sarbanes-Oxley Act Information

Pursuant to the requirements of the Sarbanes-Oxley Act of 2002, the Company
anticipates making certain additional disclosures in its annual report for the
year 2003 and thereafter. These disclosures include (1) the number and name of
person(s) that the Board of Directors has determined to be the "financial
expert" serving on the Company's Audit Committee; (2) whether the financial
expert is independent of management; and, (3) if not, an explanation of why they
are not independent. The Company would also include an annual internal control
report of management stating the following: (1) management's responsibilities
for establishing and maintaining adequate internal controls and procedures for
financial reporting for the Company; (2) management's conclusions about the
effectiveness of the Company's internal controls and procedures for financial
reporting as of the end of the Company's most recent fiscal year; and, (3) that
the Company's registered public accounting firm has attested to, and reported
on, management's evaluation of the Company's internal controls and procedures
for financial reporting. Finally, the Company would disclose whether it has
adopted a Code of Ethics that covers its principal executive officers and senior
financial officers, or if they have not, an explanation of why they have not, as
well as any amendment to, and waivers from, the Code of Ethics relating to any
of those officers.

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 2002. 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 57, (1) 2002 $114,996.00 $52,465.00 $ 0.00 $16,449.70(3)
President and Chief Executive
Officer of the Company; President 2001 $ 99,999.96 $66,595.00 $ 0.00 $14,609.13(3)
and Chief Executive Officer of
Progressive Bank, N.A.; and Vice 2000 $ 88,500.00 $68,454.00 $1,490.68(2) $12,066.81(3)
Chairman of Progressive Bank,
N.A. - Buckhannon.

Beverly A. Barker, age 49 (5) 2002 $ 89,592.00 $40,870.00 $ 0.00 $13,134.46(3)
Executive Vice President, Chief
Operating Officer and Treasurer 2001 $ 79,999.92 $53,276.00 $ 0.00 $11,613.80(3)
of the Company; Executive Vice
President, Chief Operating 2000 $ 70,992.00 $54,912.00 $ 0.00 $ 9,940.48(3)
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 contributions made to Company's Profit Sharing Plan
and 401(k) Plan.

(4) This amount includes deferred compensation.

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

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.

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.

(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 distributions 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 $400,000.00 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 $100,000.00 of such excess earnings. Finally, after that has been
exhausted, the fifth category consists of all excess earnings over
$1,000,000.00.

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, 2002, and was
greatly appreciated by the Committee. All compensation recommendations of the
Committee for the year ended December 31, 2002, 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, 2002, were S.
J. Dlesk, chairman, Laura G. Inman, R. Clark Morton, Thomas A. Noice, and
William G. Petroplus.

Employment Contracts

On December 23, 2002, 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 as of January 1, 2003. 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 presently include S. J. Dlesk, chairman, Laura G. Inman, R.
Clark Morton, Thomas A. Noice, and William G. Petroplus. 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. No 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 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 2000 and paid in 2001 was
$176,445.00; accrued for 2001 and paid in 2002 was $159,828.00 and accrued as of
December 31, 2002 was $124,000.00. The 2002 accrual for bonuses will be paid in
2003.

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 four-tiered integrated allocation formula. In the first tier, the
allocation is made by taking three percent of each participant's compensation.
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 $22,500.00 and multiplying that amount by three
percent. If Company contributions are insufficient to fund to this level, the
Company will determine the uniform allocation percentage to allocate to those
participants who have compensation in excess of the integration level of
$22,500.00. The uniform allocation percentage is determined by taking the
remaining contribution and dividing this amount by the total excess compensation
of participants. In the third tier, any amount of the total contribution
remaining undistributed by the first and second tier are allocated and
distributed by taking each participant's compensation plus the excess
compensation and multiplying that amount by 1.3%. If Company contributions are
insufficient to fund to this level, the Company will determine the uniform
allocation percentage to allocate to those participants who have compensation in
excess of the integration level and excess compensation. The uniform allocation
percentage is determined by taking the remaining contribution and dividing this
amount by the total compensation including excess compensation of participants.
Any amount of the total contribution remaining undistributed by the first,
second and third 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 2000 amounted to $113,200.00, of which $29,559.74 accrued
to the benefit of the 4 persons who are executive officers of the Company. For
2001 the contribution was $116,200.00, of which $35,101.64 accrued to the
benefit of the 4 persons. Contributions during 2002 amounted to $129,200.00, of
which $39,861.03 accrued to the benefit of the 4 persons.

The Company's profit sharing plan includes 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 $11,000.00, whichever is less ($12,000.00 as of January 1, 2003).
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 2002 was $20,410.20 of which $5,594.23 was for the benefit of the
executive officers. For 2001, the Company's share of the contribution was
$19,169.54 of which $5,131.70 was for the benefit of the executive officers of
the Company. For 2000, the Company's share of the contribution was $19,151.01 of
which $4,401.54 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.

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 million and under 500 million for the period
December 31, 1997 through December 31, 2002. An initial investment of $100.00 (
Index value equals $100.00) and ongoing dividend reinvestment is assumed
throughout.

Period Ending
---------------------------------------------------------------
Index 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02
- ------------------------------- -------- -------- -------- -------- -------- --------

First West Virginia
Bancorp, Inc. 100.00 114.31 88.44 74.61 108.77 127.42

S&P 500 100.00 128.55 155.60 141.42 124.63 96.95

SNL *250M Bank Asset-Size Index 100.00 95.06 83.47 82.64 103.04 126.62

SNL *500M Bank Asset-Size Index 100.00 91.31 84.52 81.54 112.79 144.45

*=less than
9

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

The following table sets forth, as of February 13, 2003, the name and
address of each director and nominee who owns of record to be 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 131,236(1) 8.53%
Highland Park
Wheeling, WV 26003

James C. Inman, Jr. 118,000(2) 7.67%
R.D. 1
Wellsburg, WV 26070

Laura G. Inman 118,000(3) 7.67%
R.D. 1
Wellsburg, WV 26070

Officers and Directors 432,104 28.09%
as a Group (12 persons)

Notes(1) Includes 1,817 shares owned by Rosalie J. Dlesk, his wife, and 126,145
shares owned jointly by Sylvan J. Dlesk and Rosalie J. Dlesk.

(2) Includes 100,000 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 13, 2003, no
person was known by the Company to be the beneficial owner of more than 5
percent of the Company's stock.

IV. 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 all filing requirements applicable to
reporting persons were met except that 1) Karl Neumann, who was a director of
the Company during 2002, filed a report involving one transaction on Form 4 six
(6) days late, and 2) Laura G. Inman who was a director of the Company during
2002, filed a report involving one transaction on Form 4 one (1) day late.

V. 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.

The Company's subsidiary bank, Progressive Bank, N.A., entered into a lease
agreement in 2001 to rent property for use as a banking premises from Dlesk
Realty and Investment Company which is owned by Sylvan J. Dlesk and Rosalie J.
Dlesk. Sylvan J. Dlesk is Vice Chairman and director of the Company. Payments to
Dlesk Realty and Investment Company for rental, maintenance, taxes and
improvements during 2002 amounted $85,156.64. No rental payments were required
in 2001. Management believes that these payments and lease terms were made on no
more favorable terms to the subsidiary bank than would have been extended to
third parties not otherwise affiliated with the Company or its subsidiary.

With the exception of S.J. Dlesk, 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 2000, 2001 or 2002 which
exceed 5 percent of either party's gross revenue for those periods,
respectively.

VI. 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 2003 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.

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.

VII. Independent Auditors

S.R. Snodgrass, A.C. were the auditors for the year ended December 31,
2002, and the Audit Committee has selected them as auditors for the year ending
December 31, 2003. 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, 2002 were as follows: Audit Fees
$29,542.00; Financial Information Systems Design and Implementation $-0-; and
All Other $5,600.00.

VIII. Shareholder Proposals

Proposals of shareholders intended to be presented at the 2004 Annual
Meeting scheduled to be held on April 13, 2004 must be received by the Company
by November 19, 2003 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 Bylaws 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.

IX. 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.

X. 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.

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:

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

2. 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.

3. Evaluate the performance of the outside auditors to make
recommendations to the Board of Directors as to the selection,
retention and replacement of the outside auditors.

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

5. 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.

6. 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.

7. 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.

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

9. 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.

10. Consider and review with the independent accountants and the director
of internal audit:

a. The adequacy of the company's internal controls including
computerized information system controls and security.

b. Any related significant findings and recommendations of the
independent accountants and internal auditors together with
management's responses thereto.

11. Review with management and the independent accountants at the
completion of the annual examination:

a. The company's annual financial statements and related footnotes.

b. The independent accountants' audit of the financial statements
and the report thereon.

c. Any significant changes required in the independent accountants'
audit plan.

d. Any significant disagreement among management and independent
accountants in connection with the preparation of the financial
statements.

e. Other matters related to the conduct of the audit which are to be
communicated to the Committee under generally accepted auditing
standards.

12. Consider and review with management and the director of internal
auditing:

a. Significant findings during the year and management's responses
thereto.

b. Any difficulties encountered in the course of their audits,
including any restrictions on the scope of their work or access
to required information.

c. Any changes required in the planned scope of their audit plan.

d. The internal audit outsourcing contract amount and outsourcing
staff qualifications.

e. The internal audit department charter.

13. 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.

14. 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.

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

16. 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.

17. 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.

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

19. Include in a report in the annual proxy statement regarding:

a. Committee review of the annual audited financial statements with
management.

b. Committee review of the requirements of SAS No. 61.

c. Committee receipt of the required communication from the
independent auditors and discussion with them regarding their
independence.

d. Committee being governed by a formal written charter and being
comprised of only independent directors.

e. Recommendation to the Board of Directors that, based on the
above, the audited financial statements be included in the Form
10-K for filing with the SEC.

20. 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.

21. 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.

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

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

III. COMPOSITION

The Audit Committee shall be comprise 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.

iii

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 8, 2003

To elect three Directors
to serve as Class II
The undersigned does hereby appoint directors for terms
NADA E. BENEKE, WILLIAM G. PETROPLUS, and ending in 2006:
R. CLARK MORTON or any of them, the true
and lawful attorneys in fact, agents and Sylvan J. Dlesk
proxies of the undersigned to represent the James C. Inman, Jr.
undersigned at the Annual Meeting of the Thomas A. Noice
Shareholders of FIRST WEST VIRGINIA BANCORP,
INC., to be held on April 8, 2003, 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 13, 2003.

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