NOTICE OF ANNUAL MEETING OF THE
SHAREHOLDERS OF
FIRST WEST VIRGINIA BANCORP, INC.
Wheeling, West Virginia
March 12, 1997
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, 1997. Shareholders of record at the
close of business on March 7, 1997 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 the 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 four directors;
2. To transact such other business as may lawfully be brought before
the meeting.
By order of the Board of Directors.
/s/ Ronald L. Solomon
Ronald L. Solomon
President
FIRST WEST VIRGINIA BANCORP, INC.
1701 Warwood Avenue, Wheeling, West Virginia 26003
PROXY STATEMENT
For Annual Meeting of Shareholders to be Held April 8, 1997
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,
1997, 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 12, 1997.
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 close of business on March 7, 1997 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 806,107 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, 1996 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. Four directors of the
Company are to be elected to Class II, for terms expiring at the Annual
Meeting in 2000 or until their respective successors have been
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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.
Shares of
the Company's
Served as Common Stock
Name, Age, Principal Occupation Director Beneficially
or Position, Other Directorships (13) Since (1) Owned (2)
- -------------------------------- ---------- ------------
To be elected to Class II,
for terms ending in 2000
- --------------------------------
Sylvan J. Dlesk, 58 1988 63,653(3)
President of Dlesk, Inc. and
President of Ohio Valley Carpeting, Inc.;
Director of Progressive Bank, N.A.
Benjamin R. Honecker, 77 1973 16,497(4)
Attorney-at-Law; Director of
Progressive Bank, N.A.
James C. Inman, Jr., 55 1993 59,828(5)
Retired Bank Executive; Director of
Progressive Bank, N.A.
Thomas A. Noice, 74 1988 4,666(6)
Retired Bank Executive; Chairman of
the Board and Director of Progressive
Bank, N. A. - Bellaire
Class III Directors,
to continue in office until 1998
- --------------------------------
Robert A. Heyl, 75 1988 3,818(7)
Retired; Director of Progressive
Bank, N.A. - Bellaire
3
R. Clark Morton, 68 1965 22,826(8)
Attorney-at-Law; Director of
Progressive Bank, N.A.
Peter C. Schuetz, 71 1979 22,796
Retired Consultant, United Dairy;
Director of Progressive Bank, N.A.
Ronald L. Solomon, 57 1978 11,223(9)
President and Chief Executive Officer
of the Company; Vice Chairman of the
Board and Chief Executive Officer
and Director of Progressive Bank, N.A.;
Vice Chairman of the Board and Director
of Progressive Bank, N.A.-Buckhannon;
Director of Progressive Bank, N.A.-Bellaire
Class I Directors,
to continue in office until 1999
- --------------------------------
George F. Beneke, 83 1958 47,522(10)
President of the Beneke Corporation;
Retired Attorney-at-Law; Chairman of the
Board and Director of the Company;
Director of Progressive Bank, N.A.,
and Progressive Bank, N.A. - Bellaire
Laura G. Inman, 55 1993 59,828(11)
Vice Chairman of the Board and Director
of the Company; Senior Vice President
and Director of Progressive Bank, N.A.
Karl W. Neumann, 76 1964 26,111(12)
Retired Insurance Executive;
Chairman of the Board and Director
of Progressive Bank, N.A.
(1) Includes service with the Company's predecessors.
4
(2) Beneficial ownership of First West Virginia common stock is stated as
of February 12, 1997. 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 63,653 shares owned jointly by Mr. Dlesk and Rosalie J.
Dlesk, his wife.
(4) Excludes 2,121 shares owned jointly by Elizabeth R. Honecker, his
daughter, and Janet L. Honecker, his wife, as to which shares Mr.
Honecker disclaims beneficial ownership.
(5) Includes 54,949 shares owned by Laura G. Inman, his wife.
(6) Includes 479 shares owned jointly by Judith A. Noice, wife of Thomas
A. Noice, and Julia Vejvoda and 4,187 shares owned jointly by Thomas
A. Noice and Judith A. Noice.
(7) Includes 3,606 shares owned jointly by Mr. Heyl and Lois H. Heyl, his
wife.
(8) Includes 11,655 shares owned by Patricia H. Morton, his wife, and
5,787 shares owned jointly by R. Clark Morton and Patricia H. Morton.
(9) Includes 11,223 shares owned jointly by Mr. Solomon and Patricia H.
Solomon, his wife.
(10) Includes 18,835 shares held by WesBanco Bank Wheeling, as trustee
under the will of Sarah E. Beneke, deceased, and includes 6,945 shares
owned by the Beneke Corporation, of which Mr. Beneke is a principal.
(11) Includes 4,879 shares owned by James C. Inman, Jr., her husband.
(12) Includes 11,456 shares owned by Elizabeth H. Neumann, his wife.
(13) The subsidiaries of the Company are: Progressive Bank, N.A,
Wheeling, WV; Progressive Bank, N.A. - Buckhannon; and Progressive
Bank, N.A. - Bellaire.
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, except as follows:
Mr. Inman served as director and vice president from 1976 and secretary
from 1989 of Wellsburg Banking and Trust Company of Wellsburg, West Virginia,
until that bank's merger into Progressive Bank, N.A. in 1993.
5
Ms. Inman served as chairman and president of Wellsburg Banking and
Trust Company of Wellsburg, West Virginia from 1969, until that bank's merger
into Progressive Bank, N.A. in 1993. Since 1993, she served as senior vice
president of the Company until elected Vice Chairman of the Company in
November, 1995.
Certain Business Relationships
Mr. Morton is an attorney with Herndon, Morton, Herndon & Yaeger,
attorneys-at-law, of Wheeling, West Virginia, which firm serves as special
counsel to the Company.
Mr. Honecker is also an attorney-at-law and has provided legal services
to the Company's subsidiary banks.
Board of Directors and Committees
There were 12 regular meetings and no special meetings of the Board of
Directors of the Company during 1996. All of the incumbent directors attended
at least 75 percent of the meetings. Each non-employee director is
compensated at the rate of $450.00 per meeting. Committee members are paid
$150.00 for attendance at each committee meeting. The standing committees of
the Board are: Audit Committee, Personnel and Salary Committee, Budget and
Marketing Committee, and Investment Committee.
The functions of the Audit Committee are to review the Company's annual
audit report with management, independent auditors and internal auditor and to
review the effectiveness of the Company's internal controls and related
matters. The committee meets quarterly. The members of the committee consist
of non-salaried directors and presently include Ben R. Honecker, chairman,
James C. Inman, Jr., George F. Beneke, R. Clark Morton and Karl W. Neumann.
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 meets on as-needed basis. The members
of the committee consist of non-salaried directors and presently include
George F. Beneke, chairman, S. J. Dlesk, Robert A. Heyl, R. Clark Morton and
Peter C. Schuetz.
6
The functions of the Budget and Marketing Committee are to approve and
review the annual subsidiary banks' budgets and to review the marketing
efforts and strategies of the subsidiary banks. The committee meets two times
per year. The members of the committee consist of non-salaried directors and
presently include Peter C. Schuetz, chairman, S. J. Dlesk, Ben R. Honecker, R.
Clark Morton and Thomas A. Noice.
The functions of the Investment Committee are to guide management as to
the purchases and sales of investment securities by the subsidiary banks. The
committee meets on an as-needed basis. The members of the committee consist
of non-salaried directors and presently include James C. Inman, Jr., chairman,
Robert A. Heyl, Karl W. Neumann, and Thomas A. Noice.
II. Executive Compensation
EXECUTIVE COMPENSATION
----------------------
NAME OF CAPACITIES IN WHICH CASH COMPENSATION
INDIVIDUAL SERVED
OF MEMBER IN YEAR SALARIES BONUS PROFIT OTHER ANNUAL
GROUP SHARING COMPENSATION
- --------------------------------------------------------------------------------------------------------------------------------
Ronald L. Solomon President and Chief Executive 1996 $ 99,996.00 $ 62,762.00 $15,769.50 $ 8,939.25(1)
Officer of the Company; Vice
Chairman of Board of Directors & 1995 $ 99,492.00 $ 50,653.00 $14,680.30 $ 7,097.52(1)
CEO of Progressive Bank, N.A.;
and Vice Chairman of Progressive 1994 $ 97,500.00 $ 43,127.00 $12,875.52 $ 7,161.48(1)
Bank, N.A. - Buckhannon
- --------------------------------------------------------------------------------------------------------------------------------
Charles K. Graham Executive Vice President of the 1996 $ 69,996.00 $ 43,884.00 $10,804.12 $ 6,214.96(2)
Company; President of Progressive
Bank, N.A.; Director of 1995 $ 68,100.00 $ 34,629.00 $ 9,849.53 $ 4,127.52(2)
Progressive Bank N.A. -
Buckhannon 1994 $ 66,408.00 $ 29,363.00 $ 8,563.07 $ 4,041.48(2)
- --------------------------------------------------------------------------------------------------------------------------------
All Executive Officers -- 1996 $404,568.00 $165,600.00 $55,367.18 $26,314.54
as a Group (7) =========== =========== ========== ==========
-- 1995 $403,476.00 $143,300.00 $47,144.80 $22,372.31
=========== =========== ========== ==========
-- 1994 $355,458.00 $118,200.00 $40,486.29 $17,793.27
=========== =========== ========== ==========
- --------------------------------------------------------------------------------------------------------------------------------
NOTE: (1) This amount includes the value of Mr. Solomon's membership to
the Wheeling Country Club and Fort Henry Club.
(2) This amount includes the value of Mr. Graham's membership to
the Wheeling Country Club.
7
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. Annual
raises to the CEO are based on overall performance of the Company. Bonuses
are predicated on the return on equity to shareholders. The Personnel and
Salary Committee meets annually, during the fourth quarter of each year, to
review the 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 in each of the preceding five
years to their executive officers. Decisions as to the issuance of a bonus
and the amount paid in each year are determined by the Company's Board of
Directors. The aggregate amount of bonuses to the executive officers of the
Company accrued for 1994 and paid in 1995 was $118,200.00; accrued for 1995
and paid in 1996 was $143,300 and accrued as of December 31, 1996 was
$165,600. The 1996 accrual for bonuses will be paid in 1997. Bonuses received
are reflected in the Table above for each executive officer under the heading
"Executive Compensation".
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 and
who have worked for the bank in excess of one year and who 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 two-tiered integrated allocation
formula. In the first tier, the allocation is made by taking each
participant's compensation in excess of $15,000.00 and multiplying that amount
by the Old Age, Survivors and Disability Index (OASDI) rate. This amount is
then distributed to the employees' separate retirement accounts. Any amount
of the total contribution remaining undistributed by the first tier is then
allocated and distributed to the employees' 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
8
due to the discretionary nature of the contributions. Contributions during
1994 amounted to $91,000, of which $40,486.29 accrued to the benefit of the 7
persons who are executive officers of the Company. For 1995 the contribution
was $107,300.00, of which $47,144.80 accrued to the benefit of the 7 persons.
Contributions during 1996 amounted to $116,300, of which $55,367.18 accrued to
the benefit of the 7 persons.
The Company also has a non-qualified deferred compensation plan for its
executive officers. Under the plan, each executive officer may elect to defer
up to 50 percent of their bonus. The executive officers are generally
entitled to the balances in their separate deferred compensation accounts at
either normal retirement age, disability or death, or other termination of
employment. The amount of such benefits cannot be accurately predicted due to
the discretionary nature of the underlying bonus and the deferral percentage.
III. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of February 12, 1997, the name and
address of each person who owns of record or is known by the Board of
Directors of the Company to be the beneficial owner of more than 5 percent of
the Company's 806,107 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.
As indicated above, the "beneficial ownership" of a security by an
individual is determined in accordance with the rules of the Securities and
Exchange Commission.
TABLE
Name & Shares of Stock Percent
Address Beneficially Owned of Total
- ------- ------------------ --------
George F. Beneke 47,522(1) 5.90%
Oglebay View Acres
Wheeling, WV 26003
Sylvan J. Dlesk 63,653(2) 7.90%
Highland Park
Wheeling, WV 26003
9
James C. Inman, Jr. 59,828(3) 7.42%
R.D. 1
Wellsburg, WV 26070
Laura G. Inman 59,828(4) 7.42%
R.D. 1
Wellsburg, WV 26070
Officers and Directors 346,685 43.01%
as a Group (16 persons)
Notes (1)Includes 18,835 shares held by WesBanco Bank Wheeling, as trustee
- ----- under the will of Sarah E. Beneke, deceased, and includes 6,945
shares owned by the Beneke Corporation, of which Mr. Beneke is a
principal.
(2)Includes 63,653 shares owned jointly by Mr. Dlesk and Rosalie J.
Dlesk, his wife.
(3)Includes 54,949 shares owned by Laura G. Inman, his wife.
(4)Includes 4,879 shares owned by James C. Inman, Jr., her husband.
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
ten percent of the common stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (SEC). Reporting
persons are required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms filed by them.
Based on a review of the copies of Section 16(a) forms received by the
Company, and on written representations from reporting persons concerning the
necessity of filing a Form 5 - Annual Statement of Changes in Beneficial
Ownership, the Company believes that, during 1996, all filing requirements
applicable to reporting persons were met except that 1) Connie R. Tenney, who
was an executive officer of the Company during 1996, filed a report involving
one transaction on Form 5 nine (9) days late, and 2) David E. Yaeger, who was
an executive officer of the Company during 1996, filed a report involving one
transaction on Form 5 two (2) days late.
10
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.
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 1994, 1995 or 1996 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
1997 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.
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.
11
VII. Independent Auditors
S.R. Snodgrass, A.C. were the auditors for the year ended December 31,
1996, and the Audit Committee has selected them as auditors for the year
ending December 31, 1997. 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.
VIII. Shareholder Proposals
Proposals of shareholders intended to be presented at the 1998 Annual
Meeting scheduled to be held on April 14, 1998 must be received by the Company
by November 21, 1997 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 therefor, 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.
12
FIRST WEST VIRGINIA BANCORP, INC.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned does hereby appoint GEORGE F. BENEKE, R. CLARK MORTON,
and KARL W. NEUMANN or any of them, the true and lawful attorneys in fact,
agents and proxies of the undersigned to represent the undersigned at the
Annual Meeting of the Shareholders of FIRST WEST VIRGINIA BANCORP, INC., to be
held on April 8, 1997, commencing at 4:00 p.m., at the Warwood Office of the
Company at 1701 Warwood Avenue, Wheeling, West Virginia, and at any and all
adjournments of said meeting, and to vote all the shares of Common Stock of
the Company standing on the books of the Company in the name of the
undersigned as specified and in their discretion on such other business as may
properly come before the meeting.
The undersigned hereby acknowledges receipt of Notice of said Annual
Meeting and accompanying Proxy Statement, each dated March 12, 1997.
This Proxy will be voted as specified. If no specification is made, this
Proxy will be FOR the nominees named.
(Continued, and to be signed, on the other side)
FOLD AND DETACH HERE
Management Recommends a Vote FOR the following:
1. ELECTION OF DIRECTORS:
Nominees: Sylvan J. Dlesk Benjamin R. Honecker,
James C. Inman, Jr., Thomas A. Noice
(Instruction: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name on the list above.)
FOR all nominees WITHHOLD
listed (except as AUTHORITY
marked to the to vote for all
contrary nominees listed
----------------- ---------------
If address appearing below is incorrect, kindly make correction.
Signature(s)
-------------------------------
Signature(s) Date
------------------------------- ------------
If stock is held in joint names, all owners must sign.)
FOLD AND DETACH HERE
(FIRST WEST VIRGINIA BANCORP, INC. LOGO)
YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE, DATE
AND SIGN THE ABOVE PROXY CARD AND RETURN IT PROMPTLY
IN THE ACCOMPANYING ENVELOPE.