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

InterCounty Bancshares, 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
[ ] 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:
2) Aggregate number of securities to which transaction applies:
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)
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

INTERCOUNTY BANCSHARES, INC.
48 N. South Street
Wilmington, Ohio 45177
(937) 382-1441

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that the 2000 Annual Meeting of Shareholders of
InterCounty Bancshares, Inc. ("InterCounty"), will be held at 48 N. South
Street, Wilmington, Ohio, on April 18, 2000, at 9:00 a.m., Eastern Time (the
"Annual Meeting"), for the purpose of electing three directors of InterCounty
for terms expiring in 2002 and transacting such other business as may properly
come before the Annual Meeting or any adjournments thereof. Such matters are
more completely set forth in the accompanying Proxy Statement.

Only shareholders of InterCounty of record at the close of business on
March 6, 2000, will be entitled to receive notice of and to vote at the Annual
Meeting and at any adjournments thereof. Whether or not you expect to attend
the Annual Meeting, we urge you to consider the accompanying Proxy Statement
carefully and to SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY SO THAT
YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND THE PRESENCE OF A
QUORUM MAY BE ASSURED. The giving of a Proxy does not affect your right to
vote in person in the event you attend the Annual Meeting.

By Order of the Board of Directors

/s/ James W. Foland
--------------------------------
April 3, 2000 James W. Foland, Secretary

INTERCOUNTY BANCSHARES, INC.
48 N. South Street
Wilmington, Ohio 45177
(937) 382-1441

PROXY STATEMENT

PROXIES

The enclosed Proxy is being solicited by the Board of Directors of
InterCounty Bancshares, Inc. ("InterCounty"), an Ohio Corporation, for use at
the 2000 Annual Meeting of Shareholders of InterCounty to be held at 48 N.
South Street, Wilmington, Ohio, on April 18, 2000, at 9:00 a.m., Eastern Time,
and at any adjournments thereof (the "Annual Meeting"). Without affecting any
vote previously taken, the Proxy may be revoked by a shareholder by a later
dated proxy received by InterCounty before the Proxy is exercised or by giving
notice of revocation to InterCounty in writing before the Annual Meeting or in
open meeting. Attendance at the Annual Meeting will not, of itself, revoke a
Proxy.

Each properly executed Proxy received prior to the Annual Meeting and not
revoked will be voted as specified thereon or, in the absence of specific
instructions to the contrary, will be voted FOR the election of Charles L.
Dehner, Georgia H. Miller and Timothy L. Smith as directors of InterCounty for
terms expiring in 2002.

Proxies may be solicited by the directors, officers and other employees
of InterCounty in person or by telephone, telecopy, telegraph or mail only for
use at the Annual Meeting, and such Proxies will not be used for any other
meeting. The cost of soliciting Proxies will be borne by InterCounty.

Only shareholders of record as of the close of business on March 6, 2000
(the "Voting Record Date"), are eligible to vote at the Annual Meeting and
will be entitled to cast one vote for each share owned. InterCounty's records
disclose that, as of the Voting Record Date, there were 3,188,314 votes
entitled to be cast at the Annual Meeting.

VOTE REQUIRED

The three nominees receiving the greatest number of votes will be elected
as directors. The presence, in person or by proxy, of a majority of the
issued and outstanding shares entitled to vote at the Annual Meeting is
necessary to constitute a quorum at the Annual Meeting. Under Ohio law,
shares held by a nominee for a beneficial owner which are represented in
person or by proxy but which are not voted ("non-votes") are counted as
present for purposes of establishing a quorum. Shares as to which the
authority to vote is withheld and non-votes are not counted toward the
election of directors or toward the election of the individual nominees
specified on the form of proxy.

This Proxy Statement is first being mailed to shareholders of InterCounty
on or about April 3, 2000.
-1-

VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the
only persons known to InterCounty to own beneficially more than five percent
of InterCounty's outstanding common shares as of March 6, 2000:

Percent of
Name and Address Amount Beneficially Common Shares
of Beneficial Owner Owned (1) Outstanding
- ------------------- ------------------- -------------

Janet M. Williams (2)
Estate of B. Anthony Williams
6172 U. S. 22 East
Wilmington, Ohio 45177 392,196 12.3%

Brooke A. Williams
361 Wilber Avenue
Columbus, Ohio 43215 182,242 5.7

Dana L. Williams
6172 U. S. 22 East
Wilmington, Ohio 45177 183,456 5.8

Lynn W. Cowan
4116 W. Franklin Street
Richmond, Virginia 23221 181,898 5.7

Beth Ellingwood
325 West Sixth Avenue
Columbus, Ohio 43201 209,882 6.6

Wilmington College
Fife Avenue
Wilmington, Ohio 45177 167,264 5.3

The National Bank and Trust Company(3)
48 N. South Street
Wilmington, Ohio 45177 790,062 24.8

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

-2-

<FN>
(1) Except as indicated for the shares held by The National Bank and Trust
Company (the "Bank"), the beneficial owner has sole voting and
dispositive power.

(2) Janet M. Williams is a director of InterCounty and the Bank. Of the
392,196 shares, 188,826 are held in the name of Mrs. Williams, and
203,370 are held by the Estate of B. Anthony Williams, of which Mrs.
Williams is the executor.

(3) All of such shares are held by the Bank as Trustee, 616,578 of which are
held as Trustee for the InterCounty Bancshares, Inc., Employee Stock
Ownership Plan (the "ESOP"). Pursuant to the ESOP, the Bank, as Trustee,
has the power to vote in its sole discretion all ESOP shares that have
not been allocated to the accounts of participants. At March 6, 2000,
107,474 shares had not been allocated. The Trustee may dispose of shares
held in the ESOP Trust only under limited circumstances specified in the
ESOP or by law. The Bank also has sole voting and dispositive power with
respect to 173,484 shares held as Trustee for various other trusts.
</FN>

The following table sets forth certain information with respect to the
number of common shares of InterCounty beneficially owned by each
director of InterCounty and each of the five highest paid executive
officers of InterCounty whose cash compensation during 1999 exceeded
$100,000 and by all directors and executive officers of InterCounty as a
group as of March 6, 2000:

Amount and Nature of
Beneficial Ownership
--------------------
Sole Voting and Shared Voting and Percent of Common
Name Investment Power Investment Power Shares Outstanding
- ---- ---------------- ----------------- ------------------

S. Craig Beam 10,628 7,544 0.57%
Charles L. Dehner 51,139 (1) 33,119 (2) 2.63
James W. Foland 14,210 - 0.45
Georgia H. Miller 1,130 752 0.06
Darleen M. Myers 8,653 - 0.27
Robert A. Raizk 14,268 - 0.45
Timothy L. Smith 60,611 (3) 41,947 (4) 3.18
Janet M. Williams 392,196 - 12.30
Stephen G. Klumb 4,550 (5) 130 0.15
Andrew J. McCreanor 2,941 (6) 14,798 (7) 0.56
Howard T. Witherby 10,338 (8) 26,214 (9) 1.14
All directors and
executive officers of
InterCounty as a group
(12 persons) 572,638 (10) 141,055 (11) 21.95
-3-

<FN>
- -------------------------------
(1) Includes 19,300 shares that may be acquired currently upon the exercise
of options.
(2) Consists of shares allocated to Mr. Dehner's ESOP account, with respect
to which Mr. Dehner has voting but not investment power.
(3) Includes 33,109 shares that may be acquired currently upon the exercise
of options.
(4) Includes 38,461 shares allocated to Mr. Smith's ESOP account, with
respect to which Mr. Smith has voting but not investment power.
(5) Includes 1,800 shares that may be acquired currently upon the exercise of
options.
(6) Includes 2,420 shares that may be acquired currently upon the exercise of
options.
(7) Includes 14,454 shares allocated to Mr. McCreanor's ESOP account, with
respect to which Mr. McCreanor has voting but not investment power.
(8) Includes 5,180 shares that may be acquired currently upon the exercise of
options.
(9) Includes 25,594 shares allocated to Mr. Witherby's ESOP account, with
respect to which Mr. Witherby has voting but not investment power.
(10) Includes 534 shares owned with sole voting and investment power and 1,440
shares that may be acquired currently upon the exercise of options by an
executive officer of the Bank not named in this table who may be deemed
to perform policy making functions for InterCounty.
(11) Includes 16,551 shares allocated to the ESOP account of an executive
officer of the Bank not named in this table who may be deemed to perform
policy making functions for InterCounty. Such person has voting but not
investment power with respect to such shares.
</FN>

-4-

BOARD OF DIRECTORS

Election of Directors

The Articles of Incorporation of InterCounty provide for a Board of
Directors consisting of not less than seven nor more than eleven directors,
such number to be fixed or changed by the Board of Directors or the
shareholders. The number of directors is currently set as nine, divided into
two classes. Each class serves for a two-year period. Each of the directors
of InterCounty is also a director of the Bank.

In accordance with Section 8.04 of the Articles of Incorporation of
InterCounty, nominees for election as directors may be proposed only by the
directors or by any shareholder entitled to vote for directors if such
shareholder makes a timely notice to the Secretary of InterCounty. To be
timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of InterCounty not less than sixty days nor
more than ninety days prior to the meeting; provided, however, that in the
event that less than thirty-five days' notice or prior public disclosure of
the date of the meeting is given or made to shareholders of an annual meeting
held on a date other than the date fixed by the Code of Regulations of
InterCounty, notice by the shareholder must be received not later than the
close of business on the seventh day following the earlier of the day on which
such notice of the date of the meeting was mailed or such public disclosure
was made. Such shareholder's notice shall set forth (a) as to each person who
is not an incumbent director whom a shareholder proposes to nominate for
election as a director (i) the name, age, business address and residence
address of such person; (ii) the principal occupation or employment of such
person; (iii) the class and number of shares of InterCounty which are
beneficially owned by such person; and (iv) any other information relating to
such person that is required to be disclosed in solicitations for proxies for
election of directors pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended; and (b) as to the shareholder giving the notice, (i)
the name and record address of such shareholder and (ii) the class and number
of shares of InterCounty which are beneficially owned by such shareholder.
Such notice shall be accompanied by the written consent of each proposed
nominee to serve as a director of InterCounty, if elected.

Due to the resignation of George F. Bush in January 2000, a vacancy
exists in the class of directors whose terms expire in 2000. The Board of
Directors is searching for a replacement. The Board of Directors proposes the
re-election of the following persons to terms which will expire in 2002:

-5-

Director
Name Age Position(s) Held Since
---- --- ---------------- --------
Charles L. Dehner 52 Director and Executive Vice 1989
President of InterCounty
and the Bank and Treasurer
of InterCounty

Georgia H. Miller 60 Director 1990

Timothy L. Smith 49 Director, Chief Executive
Officer and President of
InterCounty and the Bank 1989

If any nominee is unable to stand for election, the Proxies will be
voted for such substitute as the Board of Directors recommends.

The following directors will continue to serve after the Annual Meeting for the
terms indicated:

Director Term
Name Age Position(s) Held Since Expires
- ---- --- ---------------- -------- -------
S. Craig Beam 48 Director 1990 2001
James W. Foland 78 Director and
Secretary 1983 2001
Darleen M. Myers 67 Director 1995 2001
Robert A. Raizk 45 Director 1995 2001
Janet M. Williams 60 Director 1999 2001

Charles L. Dehner has been the Executive Vice President of InterCounty
since 1993, Treasurer of InterCounty since 1984 and Executive Vice President
of the Bank since 1991. Mr. Dehner was Senior Vice President and Controller
of the Bank from 1988 to 1991.

Georgia H. Miller, formerly Manager of Volunteer Services and Patient
Representative for Clinton Memorial Hospital, retired in 1993. Ms. Miller
serves as a volunteer for Clinton Memorial Hospital and Auxiliary and is a
guardian ad litem for the Juvenile Court of Clinton County. Ms. Miller is
also a member of the Board of Habitat for Humanity.

Timothy L. Smith has been the President and Chief Executive Officer of
InterCounty and the Bank since 1989. From July 1988 until October 1989, Mr.
Smith was a Senior Vice President and Senior Loan Officer of the Bank. He is
also Chairperson of Chatfield College.

S. Craig Beam has been the President of Melvin Stone Company since 1989
and served as General Manager before being elected President. Mr. Beam is
also the President of MC Trucking and a Trustee of Wilmington College.

-6-

James W. Foland, the Secretary of InterCounty, was employed by the Bank
from 1956 until his retirement as Senior Vice President in 1983.

Darleen M. Myers is a Clinton County Commissioner. From 1993 to 1994,
Ms. Myers served as the Director of the Rainbow Village Child Day Care Center,
and from 1976 to 1993, she was an Extension Agent for The Ohio Cooperative
Extension Services.

Robert A. Raizk has been the President and Chief Executive Officer of The
Wilmington Iron & Metal Co., Inc., since August 1990. From 1985 to 1990, Mr.
Raizk was a commercial real estate broker with The Tipton Group, Inc.

Janet M. Williams was appointed to the Board of Directors in June 1999 to
fill the vacancy created by the death of B. Anthony Williams. Mrs. Williams
has been self employed in agribusiness for the past five years.

Meetings of Directors

The Board of Directors of InterCounty met 12 times for regularly
scheduled and special meetings during the fiscal year ended December 31, 1999.
Each director, except Mr. Beam, attended at least 75% of such meetings of the
Board of Directors.

Each director of InterCounty is also a director of the Bank. The Board
of Directors of the Bank met 12 times for regularly scheduled and special
meetings during the fiscal year ended December 31, 1999.

Committees of Directors

The Board of Directors of InterCounty has no committees. The Board of
Directors of the Bank has an Audit Committee, a Trust Policy Committee and a
Compensation Committee, but no nominating committee.

The Audit Committee is responsible for an annual examination of the Bank
to determine whether the Bank is in a sound condition and whether adequate
internal controls and procedures are being maintained and for reporting the
results of the examination and recommendations for changes to the Board of
Directors. The Committee may make such examination or cause the examination
to be made by an auditor. The members of the Audit Committee are Messrs.
Beam, Foland and Raizk and Mmes. Miller and Myers. The Audit Committee met
twice in 1999.

The Trust Policy Committee is responsible for the review of the
administration, policies, investment holdings, investment performance,
operating results, earnings, conduct and reports of examinations and audits of
the Trust Department. The members of such committee are Messrs. Dehner and
Smith and Mmes. Miller and Williams. The Trust Policy Committee met 11 times
during 1999.

-7-

The Compensation Committee recommends annually to the full Board of
Directors the compensation for the Bank's executive officers. The members of
the Compensation Committee are Messrs. Beam, Foland and Raizk and Mmes. Miller
and Myers. The Compensation Committee met once in 1999.

EXECUTIVE OFFICERS

The only executive officers of InterCounty are Messrs. Dehner, Foland,
and Smith.

In addition to Mr. Smith and Mr. Dehner, the following persons are
executive officers of the Bank and may be deemed to participate in policy
making for InterCounty:

Name Age Positions Held During Last Five Years

Stephen G. Klumb 50 Senior Vice President, Senior Loan Officer
since June 1998; prior to June 1998, Executive
Vice President and Chief of Staff of American
Energy Resources, Inc.

Andrew J. McCreanor 50 Senior Vice President, Customer Relations
since January 1997; from October 1992 to
January 1997, Director of Marketing and
Customer Service

Walter H. Rowsey 51 Senior Vice President, Branch Administrator
since September 1993; formerly Vice President,
Loan Division Manager

Howard T. Witherby 44 Senior Vice President, Operations Division
Manager since October 1992; formerly Vice
President

-8-

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Executive Compensation

The following table presents certain information regarding the cash
compensation received by each executive officer of InterCounty or the Bank
whose cash compensation exceeded $100,000 during the fiscal years ended
December 31, 1999, 1998 and 1997:

SUMMARY COMPENSATION TABLE

Long-Term
Compensation
Annual Compensation (1) Awards
---------------------------------------------------------------------
Securities
Name and Principal Other Annual Underlying All Other
Position Year Salary ($) Bonus ($) Compensation ($)(3) Options/SARs(#) Compensation($)
- ------------------ ---- ---------- --------- ------------------- --------------- --------------

Timothy L. Smith 1999 $211,130 (2) $ 72,280 $ 0 3,500/-0- $ - (4)
Chief Executive 1998 192,500 (2) 89,455 400 -0-/-0- 25,213 (6)
Officer, President 1997 183,875 (2) 62,877 400 3,500/-0- 24,058 (7)
of InterCounty
and Bank

Charles L. Dehner 1999 142,389 (2) 37,596 599 3,000/-0- 1,644 (5)
Treasurer, 1998 131,292 (2) 40,427 270 -0-/-0- 25,431 (6)
Executive Vice 1997 125,725 (2) 34,303 520 2,500/-0- 23,456 (7)
President of
InterCounty,
Executive Vice
President of Bank

Stephen G. Klumb 1999 110,000 15,278 1,343 1,500/-0- 2,806 (5)
Senior Vice
President, Senior
Loan Officer of
Bank

Andrew J. McCreanor 1999 88,484 16,019 680 1,500/-0- 1,600 (5)
Senior Vice 1998 84,269 16,591 496 -0-/-0- 25,387 (6)
President of Bank

Howard T. Witherby 1999 87,465 18,921 1,186 1,500/-0- 2,400 (5)
Senior Vice 1998 83,300 19,723 1,093 -0-/-0- 21,354 (6)
President of Bank
-9-

<FN>
- ----------------------------------

(1) Cash compensation does not include amounts attributable to other
miscellaneous benefits received by executive officers. The cost to
InterCounty and the Bank of providing such benefits to each of the
executive officers listed above during the years ended December 31, 1999,
1998 and 1997, was less than 10% of the officer's cash compensation, and
such cost for all executive officers as a group was less than 10% of the
group's aggregate cash compensation.

(2) Includes $7,500 of director's fees.

(3) Consists of amounts reimbursed to such executive officers for taxes paid
on whole life insurance premiums paid for the benefit of such executive
officers.

(4) At the latest practicable date, the allocations to the accounts of the
ESOP participants for 1999 had not yet been determined.

(5) Consists of premiums paid on whole life insurance for the benefit of the
officer. At the latest practicable date, the allocations to the accounts
of the ESOP participants for 1999 had not yet been determined.

(6) Consists of premiums in the amounts of $1,426, $1,644, $1,600 and $2,400
paid on whole life insurance for the benefit of Messrs. Smith, Dehner,
McCreanor and Witherby, respectively, and $23,787, $23,787, $23,787 and
$18,954 representing the aggregate value at the date of allocation of
allocations to the ESOP accounts of Messrs. Smith, Dehner, McCreanor and
Witherby, respectively.

(7) Consists of premiums paid in the amount of $1,426 and $1,644 paid on
whole life insurance for the benefit of Messrs. Smith and Dehner,
respectively, and $17,074 and $16,867 representing the aggregate value at
the date of allocation of allocations to the ESOP accounts of Messrs.
Smith and Dehner, respectively.
</FN>

-10-

The following table sets forth information regarding all grants of options
to purchase InterCounty common shares made to Messrs. Smith, Dehner, Klumb,
McCreanor and Witherby during 1999. Each of such options, which are not
intended to qualify as incentive stock options under the Internal Revenue Code
of 1986, has a term of 10 years and becomes exercisable one-fifth per year over
a five-year period.

Aggregated Option/SAR Grants in Last Fiscal Year
- ----------------------------------------------------------------------------------------------------------
Alternative to
(f) and (g)
Grant Date
Individual Grants Value (#)(1)
- ----------------------------------------------------------------------------------------------------------
% of Total Options/
Number of Securities SARs Granted to Exercise or Grant Date
Underlying Options/ Employees in Base Price Expiration Present
Name SARs Granted (#) Fiscal Year ($/share) Date Value
- ---- --------------------- ----------------- ----------- -------- ---------

Timothy L. Smith 3,500 22.6% $28.00 3/16/09 $28,455
Charles L. Dehner 3,000 19.4 28.00 3/16/09 $24,390
Stephen G. Klumb 1,500 9.7 28.00 3/16/09 $12,195
Andrew J. McCreanor 1,500 9.7 28.00 3/16/09 $12,195
Howard T. Witherby 1,500 9.7 28.00 3/16/09 $12,195

<FN>
(1) The grant date present value was determined using a Black-Scholes option pricing
model and does not necessarily reflect the value that may be realized upon the
exercise of the options.
</FN>

-11-

The following table sets forth information regarding the number and value of
unexercised options held at December 31, 1999, by Messrs. Smith, Dehner, Klumb,
McCreanor and Witherby:

Aggregated Option/SAR Exercises In Last Fiscal Year and 12/31/99 Option/SAR Values
----------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Options/SARs at
12/31/99 (#) 12/31/99 (1)

Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
- ---- --------------- ------------ ------------- -------------

Timothy L. Smith 41,600 $920,234 31,709/9,700 $579,901/86,154
Charles L. Dehner 31,300 689,437 18,300/7,400 340,683/61,110
Stephen G. Klumb - - 1,800/8,700 6,750/27,000
Andrew J. McCreanor - - 1,610/4,330 22,830/38,489
Howard T. Witherby 1,200 26,328 4,770/3,130 82,997/22,445

<FN>
- -----------------------------
(1) An option is "in-the-money" if the fair market value of the underlying stock
exceeds the exercise price of the option. The figure represents the value of
such options, determined by multiplying the number of shares subject to
unexercised options by the difference between the exercise price and the fair
market value of InterCounty's common shares on December 31, 1999, of $27.00
per share. No established market for InterCounty's common shares existed at
December 31, 1999, InterCounty's common shares are not traded on any securities
exchange and the prices at which its shares are traded are not quoted by a
national quotation service.
</FN>

-12-

Director Compensation

InterCounty does not pay director's fees. Each director of InterCounty
who is not a full-time employee of the Bank currently receives for services as
a director of the Bank a fee of $6,000 year and $500 for each meeting of the
Board of Directors attended. Directors of the Bank who are full-time
employees of the Bank receive $3,000 per year and $375 for each meeting of the
Board of Directors attended.

Compensation Committee Report

InterCounty is a bank holding company which directly owns all of the
outstanding capital stock of the Bank. InterCounty's business consists
primarily of the business of the Bank. The financial results of InterCounty
depend primarily upon the Bank's financial results.

The Compensation Committee of the Board of Directors of the Bank (the
"Committee") is composed exclusively of non-employee directors. The
Committee's philosophy is to tie executive compensation to the achievement of
the Bank's goals and the resulting performance of InterCounty. The Committee
reviews executive performance and compensation and makes recommendations to
the full Board of Directors of the Bank for approval.

The Committee's goal is to accomplish the following specific objectives
through the use of base salary and incentive plans:

(1) Motivate personnel to perform and succeed according to the goals outlined
in the Bank's annual business plan;
(2) Retain key personnel critical to the long-term success of the Bank; and
(3) Utilize incentive plans, such as stock options, that reward executives
for corporate success and align the interests of management with those of
the shareholders;

Base Salary. Base Salary is the foundation of the Bank's compensation
program, providing income on which the executive can rely, but which is not so
large as to eliminate the executive's motivation to work hard to increase
shareholder value. An executive's base salary is directly related to his or
her position, job responsibilities, performance and contribution to the Bank's
success. The Committee reviews peer group information with respect to
compensation and company performance on a regional and national basis to
ensure salaries are competitive and in line with the industry.

Incentive Plan. The Bank also has an incentive compensation plan
pursuant to which awards are based on the Bank's achievement of predetermined
goals relating to return on average equity and return on average assets, and
on the participant's achievement of goals relating to his or her individual
contributions to the Bank. Threshold, target and maximum goals for corporate
performance are generally established at the beginning of each fiscal year.

-13-

All awards are established as a percentage of each participant's base
salary. Awards differ due to the contribution of the individual to the Bank's
success. Participants (except the Chief Executive Officer) earn awards by
achieving individual goals and assisting in achieving the Bank's goals. The
more control and influence a participant has on either individual goals or
Bank goals, the greater the participant's weighting on that particular factor.
The Chief Executive Officer's incentive plan awards are based solely on the
achievement of the Bank's goals.

If individual goals are achieved but the Bank fails to achieve its goals,
no incentive award will be made to any participant.

Stock Options. The Committee annually reviews the appropriateness of
granting stock options to senior management. The purposes of this long-term
incentive compensation are to provide an incentive to officers and key
employees to promote the success of the business and thereby increase
shareholder value, and to attract and retain the best available personnel.
The Committee grants options based on an individual's performance and
contribution to the Bank's success. All options granted to date have a term
of 10 years and may be first exercised to the extent of one-fifth each year
for the first five years after the date of grant.

Section 162(m) of the Internal Revenue Code. Section 162(m) of the
Internal Revenue Code of 1986, as amended, prohibits a publicly-held
corporation, such as InterCounty, from claiming a deduction on its federal
income tax return for compensation in excess of $1 million paid for a given
fiscal year to the chief executive officer and the four most highly
compensated officers of the corporation other than the chief executive officer
at the close of the corporation's fiscal year. The $1 million compensation
deduction limitation does not apply to "performance-based compensation."

Although none of the officers of InterCounty or the Bank currently
receive annual cash compensation near $1 million, the difference between the
fair market value of the shares acquired upon the exercise of a non-qualified
option and the exercise price is considered compensation in the year of
exercise. An option award must meet several requirements to qualify as
"performance-based compensation." InterCounty has determined that the options
to purchase InterCounty currently outstanding will not qualify for exemption
from the $1 million limit. Neither InterCounty nor the Bank has a policy
requiring that all compensation payable in 2000 and thereafter to the covered
officers be deductible under Section 162(m). The Board of Directors of both
companies will, however, continue to consider carefully the after-tax cost and
value to InterCounty and the Bank of all compensation.

CEO Compensation. Timothy L. Smith has been the President and the Chief
Executive Officer ("CEO") of InterCounty since October 1989. The Committee
used the executive compensation policy described above to determine
Mr. Smith's compensation.

-14-

In setting the base salary, cash incentive award and amount of stock
options, the Committee made an overall assessment of Mr. Smith's leadership in
achieving the Bank's long-term strategic and business goals. The Bank
achieved its corporate goals, including those related to return on equity and
return on assets, and Mr. Smith was determined to have contributed
substantially to the Bank's success.

Compensation Committee

S. Craig Beam Darleen M. Myers
James W. Foland Robert A. Raizk
Georgia H. Miller

Compensation Committee Interlocks and Insider Participation

The Board of Directors of the Bank has a Compensation Committee whose
members are Messrs. Beam, Foland and Raizk and Mmes. Myers and Miller. None
of such persons are employees of the Bank or InterCounty.

Performance Graph

The following line graph compares the yearly percentage change in
InterCounty's cumulative total shareholder return against the cumulative
return of a broad index of The Nasdaq National Market, an index of banks with
total assets of $250 million to $500 million, and an index of banks with total
assets of $500 million to $1 billion. The graph assumes the investment of
$100 on December 31, 1994. Cumulative total shareholder return is measured by
dividing (i) the sum of (A) the cumulative amount of dividends for the
measurement period, assuming dividend reinvestment, and (B) the difference
between the price of InterCounty's common shares at the end and at the
beginning of the measurement period; by (ii) the price of InterCounty's common
shares at the beginning of the measurement period.

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InterCounty Bancshares, Inc.

[Graph Represented by the Following Chart]

Index 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99

InterCounty Bancshares, Inc. 100.00 104.82 120.30 177.32 249.09 255.22
NASDAQ - Total US * 100.00 141.33 173.89 213.07 300.25 542.43
SNL $250M-$500M Bank Index 100.00 134.95 175.23 303.07 271.41 252.50
SNL $500M-$1B Bank Index 100.00 132.76 165.97 269.80 265.28 245.56

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Bank occasionally makes loans of various types to directors, officers
and employees of the Bank. Loans are offered to all employees of the Bank,
including executive officers, at an interest rate that is 25 basis points less
than the rate offered on similar loans to others. All loans outstanding to
executive officers during 1999 were made in the ordinary course of business,
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other Bank
customers and did not involve more than the normal risk of collectibility or
present other unfavorable features.

Loans to non-employee directors outstanding during the last year were
made in the ordinary course of business, on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other Bank customers and did not involve more
than the normal risk of collectibility or present other unfavorable features.
Bush Leasing, Inc., of which George F. Bush, a director who resigned from the
Board of Directors of InterCounty and the Bank in January 2000, owns
approximately 43%, filed for Chapter 11 bankruptcy protection in January 2000.
The Bank had loans outstanding to Bush Leasing, Inc., on February 29, 2000, in
the amount of $1.7 million that are in non-accrual status. The purpose of the
loans is to fund individual leases with Bush customers. The rates of interest
on the loans are fixed at the time of the advance at prime plus one percent
and range from 8.75% to 9.75%. During 1999 George F. Bush and his related
interests had a maximum aggregate indebtedness outstanding to the Bank of $4.7
million. All of such loans were made on substantially the same terms as
offered to non-affiliates of the Bank.

SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the federal securities laws, InterCounty's directors and executive
officers and persons holding more than ten percent of the common shares of
InterCounty are required to report their ownership of common shares and
changes in such ownership to the Securities and Exchange Commission (the
"SEC") and InterCounty. The SEC has established specific due dates for such
reports. Based upon a review of such reports, InterCounty must disclose any
failures to file such reports timely in Proxy Statements used in connection
with annual meetings of shareholders. Each of Mr. Beam, Mr. McCreanor, Ms.
Myers, Ms. Miller and Mr. Raizk filed late a Form 4 reporting one transaction
occurring in 1999, and Mr. Raizk filed late a Form 4 reporting one transaction
occurring in 1998.

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AUDITORS

The Board of Directors has selected J.D. Cloud & Co. as the auditors of
InterCounty for the current fiscal year. J.D. Cloud & Co. has audited the
books of InterCounty since 1982. Management expects that a representative of
J.D. Cloud & Co. will be present at the Annual Meeting, will have the
opportunity to make a statement if he or she so desires and will be available
to respond to appropriate questions.

PROPOSALS OF SECURITY HOLDERS AND OTHER MATTERS

Any proposals of shareholders intended to be included in InterCounty's
proxy statement for the 2001 Annual Meeting of Shareholders should be sent to
InterCounty by certified mail and must be received by InterCounty not later
than December 4, 2000. In addition, if a shareholder intends to present a
proposal at the 2001 Annual Meeting without including the proposal in the
proxy materials related to that meeting, and if the proposal is not received
by February 16, 2001, then the proxies designated by the Board of Directors of
InterCounty for the 2001 Annual Meeting of Shareholders of InterCounty may
vote in their discretion on any such proposal any shares for which they have
been appointed proxies without mention of such matter in the proxy statement
or on the proxy card for such meeting.

Management knows of no other business which may be brought before the
Annual Meeting. It is the intention of the persons named in the enclosed
Proxy to vote such Proxy in accordance with their best judgment on any other
matters which may be brought before the Annual Meeting.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO FILL IN, SIGN AND
RETURN THE PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.

By Order of the Board of Directors

March 23, 2000 James W. Foland, Secretary

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REVOCABLE PROXY

INTERCOUNTY BANCSHARES, INC.
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 18, 2000

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned holder(s) of common shares of InterCounty
Bancshares, Inc. (the "Company"), hereby constitutes and appoints S. Craig
Beam, Darleen M. Myers, and Robert A. Raizk, or any of them, the Proxy or
Proxies of the undersigned, with full power of substitution and
resubstitution, to attend the Annual Meeting of Shareholders of the Company
to be held on April 18, 2000, at 48 N. South Street, Wilmington, Ohio, at
9:00 a.m., Eastern Time, and at any adjournment or adjournments thereof,
and to vote all of the common shares of the Company that the undersigned is
entitled to vote at such Annual Meeting or at any adjournment or adjournments
thereof on each of the following proposals, which are described in the
accompanying Proxy Statement:

1. The election of three (3) directors to serve for a term of two (2) years
each.

----- FOR election as directors ----- WITHHOLD AUTHORITY
of the Company of all the to vote for all nominees
nominees listed below listed below.
(except as marked to the
contrary below).*

Charles L. Dehner
Georgia H. Miller
Timothy L. Smith

*(INSTRUCTION: To withhold authority to vote for any individual nominee,
mark the box "FOR" and strike a line through the nominee's name in the
list above).

2. In their discretion, upon such other business as may properly come before
the Annual Meeting or any adjournment or adjournments thereof.

WHERE A CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED OR NOT VOTED AS SPECIFIED. IF NO CHOICE IS INDICATED, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES
LISTED IN ITEM NO. 1 AS DIRECTORS OF THE COMPANY AND IN THE DISCRETION OF THE
PROXIES ON ANY OTHER BUSINESS PROPERLY BROUGHT BEFORE THE ANNUAL MEETING OR
ANY ADJOURNMENT OR ADJOURNMENTS THEREOF.

All proxies previously given by the undersigned are hereby revoked. The
undersigned acknowledges receipt of the accompanying Notice of Annual Meeting
of Shareholders and Proxy Statement for the April 18, 2000, meeting.

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Please sign exactly as your name appears hereon. When
shares are registered in two names, both shareholders
should sign. When signing as executor, administrator,
trustee, guardian, attorney or agent, please give full
title as such. If the shareholder is a corporation,
please sign in full corporate name by President or
other authorized officer. If the shareholder is a
partnership, please sign in partnership name by
authorized person. (Please note any change of address
on this proxy.)

-------------------------------------
Signature of Shareholder(s)

Dated: __________________, 2000

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF INTERCOUNTY
BANCSHARES, INC. PLEASE FILL IN, DATE, SIGN AND RETURN IT PROMPTLY USING THE
ENCLOSED ENVELOPE.

If you plan to attend the Annual Meeting, please check here. ____

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