EXHIBIT 99

Proxy Statement for the annual shareholders meeting to be held on April 13,
1999

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

Wheeling, West Virginia
March 16, 1999

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 13, 1999. Shareholders of
record at the close of business on March 8, 1999 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 three directors;

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

By order of the Board of Directors.

Ronald L. Solomon
President

99
FIRST WEST VIRGINIA BANCORP, INC.
1701 Warwood Avenue, Wheeling, West Virginia 26003

PROXY STATEMENT
For Annual Meeting of Shareholders to be Held April 13, 1999

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 13, 1999, 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 16, 1999.

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 8, 1999 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 1,257,252 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, 1998 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. Three directors of
the Company are to be elected to Class I, for terms expiring at the Annual
Meeting in 2002 or until their respective successors have been elected and
have qualified. Certain information

100

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 I, for terms
ending in 2002
- -----------------------------------
George F. Beneke, 85 1958 73,612(3)
President of the Beneke Corporation;
Retired Attorney-at-Law; Emeritus Chairman
of the Board and Director of the Company;
Director of Progressive Bank, N.A.

Laura G. Inman, 57 1993 92,544(4)
Chairman of the Board and Director
of the Company; Senior Vice President
and Director of Progressive Bank, N.A.

Karl W. Neumann, 78 1964 38,236(5)
Retired Insurance Executive; Director
of Progressive Bank, N.A.

Class II Directors, to continue in
office until 2000
- ----------------------------------
Sylvan J. Dlesk, 60 1988 99,298(6)
President of Dlesk, Inc., President of Ohio
Valley Carpeting, Inc. and President of Tri-State
Floor Installations, Inc.,; Director of
Progressive Bank, N.A.

Benjamin R. Honecker, 79 1973 24,535(7)
Attorney-at-Law, Partner, Honecker & Bippus;
Director of Progressive Bank, N.A.

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Class II Directors, to continue in office until 2000

James C. Inman, Jr., 57 1993 92,544(8)
Retired Bank Executive; Director of
Progressive Bank, N.A.

Thomas A. Noice, 76 1988 6,236(9)
Trustee-Treasurer, Belmont Community Hospital,
Bellaire, Ohio; Retired Bank Executive

Class III Directors, to continue in
office until 2001
- ------------------------------------
R. Clark Morton, 70 1965 35,607(10)
Attorney-at-Law, Partner, Herndon, Morton,
Herndon & Yaeger; Chairman of the Board
and Director of Progressive Bank, N.A.

William G. Petroplus, 51 1998 5,249(11)
Attorney-at-Law, Partner, Petroplus &
Gaudino; Director of Progressive Bank, N.A.

Ronald L. Solomon, 59 1978 16,668(12)
Vice Chairman, 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

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

(2) Beneficial ownership of First West Virginia common stock is
stated as of February 11, 1999. 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.

102

(3) Includes 29,382 shares held by WesBanco Bank Wheeling, as
trustee under the will of Sarah E. Beneke, deceased, and
includes 11,145 shares owned by the Beneke Corporation, of
which Mr. Beneke is a principal.

(4) Includes 14,024 shares owned by James C. Inman, Jr., her
husband.

(5) Includes 16,623 shares owned by Elizabeth H. Neumann, his wife.

(6) Includes 99,191 shares owned jointly by Mr. Dlesk and Rosalie
J. Dlesk, his wife.

(7) Excludes 4,106 shares owned jointly by Elizabeth R. Honecker,
his daughter, and Janet L. Honecker, his wife, as to which
shares Mr. Honecker disclaims beneficial ownership.

(8) Includes 78,520 shares owned by Laura G. Inman, his wife.

(9) Includes 746 shares owned jointly by Judith A. Noice, wife of
Thomas A. Noice, and Julia Vejvoda and 5,480 shares owned
jointly by Thomas A. Noice and Judith A. Noice.

(10) Includes 18,181 shares owned by Patricia H. Morton, his wife,
and 9,027 shares owned jointly by R. Clark Morton and Patricia
H. Morton.

(11) Includes 661 shares owned jointly by William G. Petroplus and
Sheree A. Petroplus; 330 shares owned by Sheree A. Petroplus,
his wife; 330 shares owned by Kristen G. Petro plus, his
daughter, for which William G. Petroplus acts as custodian; and
330 shares owned jointly by Alyssa R. Petroplus, his daughter,
for which William G. Petroplus acts as custodian.

(12) Includes 16,668 shares owned jointly by Mr. Solomon and
Patricia H. Solomon, his wife.

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

(14) 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.

Certain Business Relationships

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

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

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

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Board of Directors and Committees

There were 12 regular meetings and two special meetings of the
Board of Directors of the Company during 1998. With the exception of George
F. Beneke who attended 71 percent of the 1998 directors' meetings, all other
incumbent directors attended at least 75 percent of such meetings. Each non-
employee director is compensated at the rate of $550.00 per regular meeting
and, for 1998, was compensated at the rate of $175.00 for each special
meeting. Committee members are paid $175.00 for attendance at each committee
meeting. The standing committees of the Board are: Audit Committee,
Personnel and Salary Committee, and Budget and Marketing Committee. The
Company does not have a nominating 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 met three times during 1998. The members of the
committee consist of non-salaried directors and presently include Ben R.
Honecker, chairman, George F. Beneke, R. Clark Morton, Karl W Neumann, and
William G. Petroplus.

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 one time during
1998. The members of the committee consist of non-salaried directors and
presently include S.J. Dlesk, chairman, George F. Beneke, Ben R. Honecker,
James C. Inman, Jr., and Thomas A. Noice.

The functions of the Budget and Marketing Committee are to approve
and review the annual subsidiary banks' budgets and to review the marketing
efforts and strategies of the subsidiary banks. The committee met four times
during 1998. The members of the committee consist of non-salaried directors
and presently include Karl W. Neumann, chairman, George F. Beneke, S. J.
Dlesk, Laura G. Inman, and R. Clark Morton.

104

II. Executive Compensation

The following table shows all compensation awarded to, earned by or
paid to the Company's President and Chief Executive Officer, Ronald L.
Solomon, and Executive Vice President, Charles K.Graham, and Senior Vice
President and Treasurer, Beverly A. Barker for all services rendered by them
in all capacities to First West Bancorp, Inc. and its subsidiaries for 1998.
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(4) Compensation Compensation
Name and Position

Ronald L. Solomon, Vice 1998 $ 103,596.00 $ 75,749.00 $ 4,528.04(1) $ 16,466.82(3)
Chairman, President and Chief
Executive Officer of the 1997 $ 102,996.00 $ 80,959.00 $ 6,812.40(1) $ 14,675.13(3)
Company; Vice Chairman of
Board of Directors & CEO of 1996 $ 99,996.00 $ 62,762.00 $ 8,939.25(1) $ 15,769.50(3)
Progressive Bank, N.A.;
and Vice Chairman of
Progressive Bank, N.A.-
Buckhannon

Charles K. Graham, 1998 $ 73,704.00 $ 53,870.00 $ 3,898.04(2) $ 11,500.01(3)
Executive Vice
President of the 1997 $ 72,492.00 $ 57,069.00 $ 4,815.00(2) $ 10,121.28(3)
Company; President of
Progressive Bank, N.A.; 1996 $ 69,996.00 $ 43,884.00 $ 6,214.96(2) $ 10,804.12(3)
Director of Progressive
Bank, N.A.-Buckhannon

Beverly A. Barker, Senior 1998 $ 57,996.00 $ 42,518.00 $ - $ 8,838.01(3)
Vice President and Treasurer
of the Company, Executive 1997 $ 55,500.00 $ 43,576.00 $ - $ 7,598.73(3)
Vice President of
Progressive Bank, N.A. 1996 $ 53,496.00 $ 33,617.00 $ - $ 8,092.00(3)

(1) This amount includes the value of Mr. Solomon's Board fees paid by a
subsidiary bank and membership to the Wheeling Country Club and Fort
Henry Club.

(2) This amount includes the value of Mr. Graham's Board fees paid by a
subsidiary bank and membership to the Wheeling Country Club and
Allegheny Club.

(3) This amount includes contributions made to Company's Profit Sharing Plan
and 401-K Plan.

(4) This amount includes deferred compensation.

105

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 both the Standard & Poor's (S&P ) 500
Index and SNL Index for banks with assets under $500,000,000.00 for the period
March 8, 1995 through December 31, 1998. An
initial investment of $100.00 (Index Value equals $100) and ongoing dividend
reinvestment is assumed throughout.

Period Ending
- ----------------------------------------------------------------------------
Index 3/8/95 12/31/95 12/31/96 12/31/97 12/31/98
- ----------------------------------------------------------------------------

First West Virginia
Bancorp, Inc. 100.00 158.22 188.39 296.42 338.85

S&P 500 100.00 130.10 159.85 213.19 274.12

SNL <500M Bank Index 100.00 130.01 167.34 285.26 260.47

106

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 bonus
program does not deviate from this avowed purpose. The plan consists of two
basic steps. The first step is an earnings plateau which establishes the
annual percentage return to the Company (based on corporate net worth) which
was expected to be reached. The amount of return in excess of that expected
percentage forms the basis for the bonus pool. The philosophy underlying this
first earnings plateau is as follows.

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

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

Earnings in excess of that percentage of corporate net worth are
available for distributions for bonuses to Executive Officers. While there is
no formalized plan for bonus distributions to Executive Officers,
historically, and for the year ended December 31, 1998, the Committee has
divided that excess into $100,000.00 increments and determined what percentage
of such increment will be paid as executive bonuses. In addition to bonus
payments, from each such increment comes a payment for income taxes thereon, a
payment for a special year end dividend to shareholders and a payment to
provide for growth of corporate net worth. Each $100,000.00 increment has
been treated in the same manner until the excess earnings have been exhausted.

The underlying philosophy of the Committee's determinations makes
first and foremost the provision for the shareholders of the Company.

The compensation of Ronald L. Solomon, Vice Chairman, President
and Chief Executive Officer of the Company, Charles K. Graham, Executive Vice
President of the Company, and Beverly A. Barker, Senior

107
Vice President 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. Solomon, Mr. Graham, and
Mrs. Barker work together as a corporate team and, as such, bear the principal
burden of corporate management decisions, with Mr. Solomon, as Chief Executive
Officer, bearing final responsibility. Therefore, these three Executive
Officers have participated more heavily in the division of bonus awards.
Their performance was reflected in the substantial increase in corporate net
worth for the year ended December 31, 1998, and was greatly appreciated by the
Committee. All compensation recommendations of the Committee for the year
ended December 31, 1998, 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 executive in similar corporations.

Members of the Committee as of the year ending December 31, 1998,
were S.J. Dlesk, , chairman George F. Beneke, Ben R. Honecker, James C.
Inman, Jr., and Thomas A. Noice.

Employment Contracts

The Company has entered into written employment agreements with
Ronald L. Solomon, Vice Chairman, President and Chief Executive Officer of the
Company, Charles K. Graham, Executive Vice President of the Company, and
Beverly A. Barker, Senior Vice President and Treasurer of the Company, at
their respective annual base salaries for three year terms, which agreements
are renewed annually in January of each year. The agreements provide that Mr.
Solomon, Mr. Graham, and Mrs. Barker will 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 (including medical and major medical
insurance), accident and disability insurance programs which the Company may
maintain for the benefit of its executive officers. In the event of
termination as a result of a change of control or a change of duties, Mr.
Solomon, Mr. Graham and Mrs. Barker will receive as severance benefits equal
to five (5) times their annual base salary and any incentive compensation
payments not yet received, as well as complete vesting in any supplemental
retirement benefits then in existence. Additionally, Mr. Solomon, Mr. Graham,
and Mrs. Barker, for a period of three years, may participate in any other
fringe benefits, including life, accident, disability, health and dental
insurance plans then in existence and, if applicable, at the time of
termination, the use of the automobile then used by such employee and
maintained by the Company. These agreements also provide for the payment of
such minimum salary and benefits for a period of six months following the
disability of either Mr. Solomon, Mr. Graham or Mrs. Barker. These agreements
may be terminated for certain defined causes by the Company without payment of
additional minimum salary or other benefits.

Compensation Committee Interlocks and Insider Participation

As indicated, the Personnel and Salary Committee has responsibility
for annual raises and bonuses to the executive officers of the Company. The
members of the committee consist of non-salaried directors and presently
include S.J. Dlesk, chairman, George F. Beneke, Ben R. Honecker, James C.
Inman, Jr., and Thomas A. Noice. Mr. Inman was formerly an officer of
Wellsburg Banking and Trust Company, Wellsburg, West Virginia, which bank
merged into Progressive Bank, N.A., a subsidiary of the Company. Mr. Noice
was formerly an officer of Farmers & Merchants National Bank in Bellaire,
Bellaire, Ohio, which bank merged into Progressive Bank, N.A., a subsidiary of
the Company. The Personnel and Salary

108
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.

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

Executive Officers; Additional Compensation

The subsidiary banks have paid bonuses in each of the preceding
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 1996 and paid in 1997 was $165,600.00; accrued for
1997 and paid in 1998 was $221,200.00 and accrued as of December 31, 1998 was
$206,400.00. The 1998 accrual for bonuses will be paid in 1999.

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 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 due to the discretionary nature of the
contributions. Contributions during 1996 amounted to $116,300.00, of which
$55,367.18 accrued to the benefit of the 7 persons who are executive officers
of the Company. For 1997 the contribution was $127,600.00, of which
$52,848.74 accrued to the benefit of the 7 persons. Contributions during 1998
amounted to $143,100.00, of which $54,585.39 accrued to the benefit of the 7
persons.

In 1998 the Company amended its profit sharing plan to add a
401(k) feature. That feature qualifies as a tax-deferred savings plan under
Section 401(k) of the Internal Revenue Code (The "401(k) Plan") for Company
employees who are at least 21 years old and who have completed one year of
service with the bank. Under the 401(k) Plan, eligible employees may
contribute up to 15% of their gross salary to the 401(k) Plan or $10,000.00,
whichever is less. 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

109

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 401(k) Plan also permits the bank to
make discretionary contributions year to year which, if made, allocated to
eligible employees prorata based on compensation. Discretionary contributions
are integrated for social security. The Company's share of the contribution
during 1998 was $15,998.00.

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

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

The following table sets forth, as of February 11, 1999, 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 1,257,252 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
- ------- ------------------ --------

George F. Beneke 73,612(1) 5.85%
Oglebay View Acres
Wheeling, WV 26003

Sylvan J. Dlesk 99,298(2) 7.90%
Highland Park
Wheeling, WV 26003

James C. Inman, Jr. 92,544(3) 7.36%
R.D. 1
Wellsburg, WV 26070

Laura G. Inman 92,544(4) 7.36%
R.D. 1
Wellsburg, WV 26070

Officers and Directors 405,013 32.21%
as a Group (15 persons)

110

Notes (1)Includes 29,382 shares held by WesBanco Bank Wheeling, as trustee
under the will of Sarah E. Beneke, deceased, and includes 11,145
shares owned by the Beneke Corporation, of which Mr. Beneke is a
principal.

(2)Includes 99,191 shares owned jointly by Mr. Dlesk and Rosalie J.
Dlesk, his wife.

(3)Includes 78,520 shares owned by Laura G. Inman, his wife.

(4)Includes 14,024 shares owned by James C. Inman, Jr., her husband.

Other than those individuals listed above, as of February 11,
1999, 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,
during 1998, all filing requirements applicable to reporting persons were met.

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 1996, 1997 or 1998 which exceed 5 percent of either
party's gross revenue for those periods, respectively.

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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
1999 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, 1998, and the Audit Committee has selected them as auditors for
the year ending December 31, 1999. 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.

VIII. Shareholder Proposals

Proposals of shareholders intended to be presented at the 1999
Annual Meeting scheduled to be held on April 11, 2000 must be received by the
Company by November 17, 1999 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

112

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.

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.

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PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE First West Virginia Bancorp, Inc. With- For All
ANNUAL MEETING 1. ELECTION OF DIRECTORS: For hold Except
OF SHAREHOLDERS
APRIL 13, 1999

George F. Beneke
The undersigned does hereby Laura G. Inman
appoint SYLVAN J. DLESK, Karl W. Neuman
BENJAMIN R. HONECKER and R.
CLARK MORTON or any of them,
the true and lawful attorneys
in fact, agents and proxies of
the undersigned to represent INSTRUCTION: To withhold authority to vote
the undersigned at the Annual for any individual nominee, mark "For All
Meeting of the Shareholders of Except" and write that nominee's name in
FIRST WEST VIRGINIA BANCORP, the space provided below.
INC., to be held on April 13,
1999, commencing at 4:00 p.m., -----------------------------------------
at the Warwood Office of the
authority to vote for any
Company at 1701 Warwood Avenue,
Wheeling, West "For All Except"
and write Virginia, and at any
and all adjournments of the
space provided below. 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 The undersigned hereby acknowledges
and in their discretion on such receipt of Notice of said Annual Meeting
other business as may properly and accompanying Proxy Statement each
come before the meeting. dated March 16, 1999.

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

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