1
Exhibit 99.2
REVOCABLE PROXY
THE JACKSON SAVINGS BANK
SPECIAL MEETING OF SHAREHOLDERS
November 19, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF THE JACKSON SAVINGS BANK
The undersigned hereby appoints Richard H. Billman and Sarah P. Mutzig,
or any one of them, with full powers of substitution and resubstitution, to act
as proxy or proxies for the undersigned, to vote all common shares of The
Jackson Savings Bank ("Jackson") which the undersigned is entitled to vote at
the special meeting of shareholders (the "Jackson Special Meeting"), to be held
in the Potter Room of the Jackson City Library, Jackson, Ohio on November 19,
1998 at 4:00 p.m., and at any and all adjournments thereof, as follows:
1. Proposal to adopt the Agreement and Plan of Reorganization, dated as of
April 8,1998, by and between Ohio Valley Banc Corp. ("OVBC") and
Jackson (the "Agreement"). Pursuant to the terms of the Agreement, (i)
Ohio Valley Interim Savings Bank ("Interim Bank"), a wholly-owned
subsidiary of OVBC formed exclusively for the purposes of this
transaction, will be merged with and into Jackson and Jackson will be
the surviving entity of the merger and will become a wholly-owned
subsidiary of OVBC (the "Merger") and (ii) upon the date that the
Merger becomes effective (the "Effective Time"), each of the
outstanding common shares of Jackson will be canceled and extinguished
in consideration and exchange for a number of OVBC common shares equal
to the quotient of $163.09, divided by the mathematical average of the
closing bid and asked prices of the OVBC common shares on the Nasdaq
National Market for a period of 20 trading days ending five trading
days before the Effective Time.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. In their discretion, upon such other matters as may properly come
before the Jackson Special Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ADOPTION OF THE
AGREEMENT. THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE ADOPTION OF THE AGREEMENT. IF ANY
OTHER BUSINESS IS PRESENTED AT THE JACKSON SPECIAL MEETING, THIS PROXY WILL BE
VOTED BY THOSE NAMED IN THIS PROXY IN ACCORDANCE WITH THE DETERMINATION OF A
MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE JACKSON SPECIAL MEETING. THIS
PROXY CONFERS DISCRETIONARY AUTHORITY ON THE HOLDERS THEREOF TO VOTE WITH
RESPECT TO MATTERS INCIDENT TO THE CONDUCT OF THE JACKSON SPECIAL MEETING.
If the undersigned attends and elects to vote at the Jackson Special
Meeting or at any adjournment thereof and after notification to the Secretary of
Jackson at the Jackson Special Meeting of the shareholder's decision to
terminate this proxy, then the powers of the proxies shall be deemed terminated
and of no further force and effect.
2
The undersigned acknowledges receipt from Jackson prior to the
execution of this proxy of Notice of the Special Meeting and a Proxy
Statement/Prospectus dated October 15, 1998.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY
PROMPTLY IN THE ACCOMPANYING POSTAGE PREPAID
ENVELOPE.
Dated: ____________________, 1998
Number of Shares:_____
----------------------------------------------
PRINT NAME OF SHAREHOLDER
----------------------------------------------
SIGNATURE OF SHAREHOLDER
----------------------------------------------
PRINT NAME OF SHAREHOLDER
----------------------------------------------
SIGNATURE OF SHAREHOLDER
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THE
ENVELOPE IN WHICH THIS CARD WAS ENTITLED. WHEN
SIGNING AS ATTORNEY, EXECUTOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE YOUR FULL TITLE. IF SHARES
ARE HELD JOINTLY, EACH HOLDER SHOULD SIGN.