ONE VALLEY BANCORP OF WEST VIRGINIA INC, DEF 14A, 1995-03-20

ONE VALLEY BANCORP OF WEST VIRGINIA INC
DEF 14A, 1995-03-20
STATE COMMERCIAL BANKS

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No. )

(x ) Filed by the Registrant
( ) 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-b(e)(2))
(x ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to (section mark)240.14a-11(c) or
(section mark)240.14a-12

One Valley Bancorp of West Virginia, Inc.
(Name of Registrant as Specified In Its Charter)

One Valley Bancorp of West Virginia, Inc.
(Name of Person(s) Filing Proxy Statement)

PAYMENT OF FILING FEE (Check the appropriate box):

(x ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
( ) $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
( ) 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: *

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

(Set forth the amount on which the filing fee is calculated and state how
it was determined)

( ) Fee previously paid 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:

<PAGE>

ONE VALLEY BANCORP OF WEST VIRGINIA, INC.
Charleston, West Virginia

NOTICE OF REGULAR ANNUAL MEETING OF SHAREHOLDERS
To be held April 25, 1995

To the Shareholders:

The Regular Annual Meeting of Shareholders of One Valley Bancorp
of West Virginia, Inc. ("One Valley"), will be held at the Charleston
Town Center Marriott, 200 Lee Street, East, in Charleston, West
Virginia, at 10:00 a.m. on Tuesday, April 25, 1995, for the purpose of
considering and voting upon proposals:

1. To elect eleven directors - nine to serve for a term of three years,
one to serve for a term of two years, and one to serve for a term of one
year, and until their successors are chosen and qualify.

2. To approve the appointment by the Board of Directors of Ernst & Young
as independent Certified Public Accountants for the year 1995.

3. To transact such other business as may properly be brought before the
meeting or any adjournment thereof.

Only those shareholders of record at the close of business on
March 7, 1995, are entitled to notice of the meeting and to vote at the
meeting. We hope that you will attend this meeting.

By Order of the Board of Directors
J. Holmes Morrison
President

PLEASE SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. YOU MAY
REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED AT THE ANNUAL
MEETING.

March 20, 1995

<PAGE>

ONE VALLEY BANCORP OF WEST VIRGINIA, INC.
ONE VALLEY SQUARE
CHARLESTON, WEST VIRGINIA

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS -- APRIL 25, 1995

This statement is furnished in connection with the solicitation
of proxies for use at the Annual Meeting of Shareholders of One Valley
Bancorp of West Virginia, Inc. ("One Valley"), to be held on Tuesday,
April 25, 1995, at the time and for the purposes set forth in the
accompanying Notice of Regular Annual Meeting of Shareholders. The
approximate date on which this Proxy Statement and the form of proxy are
to be first mailed to shareholders is March 20, 1995. The mailing
address of the principal executive offices of One Valley is P. O. Box
1793, Charleston, West Virginia, 25326.

Solicitation of Proxies

The solicitation of proxies is made by management at the
direction of the Board of Directors of One Valley. These proxies enable
shareholders to vote on all matters which are scheduled to come before
the meeting. If the enclosed proxy is signed and returned, it will be
voted as directed; or if not directed, the proxy will be voted "FOR" the
election of the eleven management nominees as directors for the terms
specified, and "FOR" the approval of the appointment of Ernst & Young as
independent Certified Public Accountants. A shareholder executing the
proxy may revoke it at any time before it is voted by notifying One
Valley in person, by giving written notice to One Valley of the
revocation of the proxy, by submitting to One Valley a subsequently
dated proxy, or by attending the meeting and withdrawing the proxy
before it is voted at the meeting.

The expense for the solicitation of proxies will be paid by One
Valley. In addition to this solicitation by mail, officers and regular
employees of One Valley and its subsidiaries may, to a limited extent,
solicit proxies personally or by telephone or telegraph.

Eligibility of Stock for Voting Purposes

Pursuant to the Bylaws of One Valley, the Board of Directors has
fixed March 7, 1995, as the record date for the purpose of determining
the shareholders entitled to notice of, and to vote at, the meeting or
any adjournment thereof, and only shareholders of record at the close of
business on that date are entitled to notice of and to vote at the
Annual Meeting of Shareholders or any adjournment thereof.

As of the record date for the Annual Meeting, 17,004,868 shares
of the common stock with a par value of Ten Dollars ($10.00) per share
("One Valley Common Stock") of One Valley were issued and outstanding
and entitled to vote. One Valley's subsidiary banks hold of record as
trustee, co-trustee, executor or co-executor, but not beneficially,
3,269,756 shares of stock representing 19.23% of the shares of One
Valley outstanding. Of these shares, the banks hold 2,677,540 shares as
co-trustee or co-executor and 592,216 shares as sole trustee or sole
executor (other principal holders of One Valley's stock are discussed
under "Principal Holders of Securities"). The 2,677,540 shares held as
co-trustee or co-executor are voted by the individual co-trustee(s) or
co-executor(s) and not by the banks. Of the remaining 592,216 shares
held by the banks as sole trustee or sole executor, 535,076 shares (or
3.15% of the total shares outstanding) will be voted by the banks, as
trustee or executor, "FOR" the election of the eleven management
nominees as directors, and "FOR" the approval of the appointment of
Ernst & Young as independent Certified Public Accountants. The
remaining 57,140 shares are held by the banks as sole trustee or sole
executor in personal trust and self-directed employee benefit accounts
and will be voted by the banks at the direction of the grantor, settlor
or beneficiary of those accounts.

<PAGE>

PURPOSE OF MEETING

1. ELECTION OF DIRECTORS

The Bylaws of One Valley currently provide that the Board of
Directors shall consist of not fewer than six nor more than 33 members,
the exact number of directors within these minimum and maximum limits to
be fixed and determined by resolution of a majority of the Board of
Directors. There are presently 29 directors on the Board; and, at a
meeting held February 21, 1995, the Board's Executive Committee fixed at
29 the number of directors to constitute the full Board of Directors of
One Valley effective April 25, 1995.

One Valley's Articles of Incorporation authorize classification
of the Board of Directors into three classes, each of which serves for
three years, with one class being elected each year. Pursuant to this
arrangement, nine nominees have been nominated for three-year terms, one
nominee has been nominated for a two-year term, and one nominee has been
nominated for a one-year term, and until their successors are chosen and
qualify. This will result in a Board composed of three classes with
eleven directors in the class of 1996, nine directors in the class of
1997, and nine directors in the class of 1998.

Management Nominees to the Board of One Valley

Unless otherwise directed, the proxies will be voted "FOR" the
election of the following eleven directors to serve for terms expiring
at the Annual Meeting of Shareholders in the years indicated in the
table below, and until their successors are chosen and qualify.

Served
As A Family
Director Relationship Principal
of One With Directors Year In Occupation
Valley and Other Which Term Or Employment
Nominees Age Since Nominees Expires Last Five Years
<S> <C> <C> <C> <C> <C>
Robert F. Baronner 68 1981 None 1998 Chairman of the Board-One
Valley Bancorp of West
Virginia, Inc., Charleston,
WV; formerly President and
Chief Executive Officer-One
Valley Bancorp of West
Virginia, Inc., Charleston, WV

C. Michael Blair 52 1994 None 1998 Chairman of the Board,
President and Chief Executive
Officer - One Valley Bank-
North, Inc.; formerly
Chairman of the board,
President and Chief Executive
Officer - Mercantile Banking
and Trust Company,
Moundsville, WV

James K. Brown 65 1981 None 1998 Attorney - Jackson & Kelly,
Charleston, WV

Nelle Ratrie Chilton 55 1989 (1) 1998 Director and Vice President -
Dickinson Fuel Co., Inc.,
Charleston, WV; TerraCo.,
Inc., Charleston, WV; Terra-
Care, Inc., Terra Salis, Inc.,
TerraSod, Inc., Malden, WV
(Landscaping)

<PAGE>

Served
As A Family
Director Relationship Principal
of One With Directors Year In Occupation
Valley and Other Which Term Or Employment
Nominees Age Since Nominees Expires Last Five Years
<S> <C> <C> <C> <C> <C>
R. Marshall Evans, Jr. 53 1984 (2) 1998 President-Dickinson Co.,
Quincy Coal Co., and
Chesapeake Mining Co.,
Charleston, WV; Vice
President - Geary Securities,
Charleston, WV; President-
Hubbard Properties, Inc.,
Cheyenne, WY

Phillip H. Goodwin 54 1989 None 1998 President-CAMCARE and
Charleston Area Medical
Center, Charleston, WV

J. Holmes Morrison 54 1990 None 1997 1991 to present - President and
Chief Executive Officer-One
Valley Bancorp of West
Virginia, Inc.; formerly
Executive Vice President-One
Valley Bancorp of West
Virginia, Inc.; President and
Chief Executive Officer-One
Valley Bank, National
Association, Charleston, WV

Robert O. Orders, Sr. 69 1989 None 1998 Chief Executive Officer -
Orders Construction Co., St.
Albans, WV

John L. D. Payne 56 1981 (2) 1998 President - Payne-Gallatin
Mining Co., Charleston, WV

Brent D. Robinson 47 1994 None 1998 Executive Vice President -
One Valley Bancorp of West
Virginia, Inc.; formerly
President, Chief Operating
Officer and Chief Financial
Officer - Mountaineer
Bankshares of W.Va., Inc.

H. Bernard Wehrle, III 43 1991 None 1996 President - McJunkin
Corporation, Charleston, WV
(Steel Fabricators)

<PAGE>

Directors Continuing to Serve Unexpired Terms

The following Directors will continue to serve until the
expiration of their terms:

Served
As A Family
Director Relationship Principal
of One With Directors Year In Occupation
Valley and Other Which Term Or Employment
Directors Age Since Nominees Expires Last Five Years
<S> <C> <C> <C> <C> <C>
Phyllis H. Arnold 46 1993 None 1996 1991 to present - President and
Chief Executive Officer - One
Valley Bank, National
Association; formerly Exe-
cutive Vice President - One
Valley Bank, National
Association, Charleston, WV

Charles M. Avampato 56 1984 None 1996 President - Clay Foundation,
Inc., Charleston, WV
(Charitable Foundation)

John T. Chambers 71 1981 None 1996 Commercial Realtor; President -
Ravenswood Land Co. and Mt.
Alpha Development Co.,
Charleston, WV

James Gabriel 64 1993 None 1996 President and Chief Exe-
cutive Officer - Gabriel
Brothers, Inc., Morgantown,
WV (Retail Sales)

Thomas E. Goodwin 65 1985 None 1996 Chairman of the Board -
One Valley Bank of
Ronceverte, National Assoc-
iation, Ronceverte, WV

Cecil B. Highland, Jr. 76 1994 None 1997 Chairman of the Board - One
Valley Bank of Clarksburg,
National Association;
President and General Manager -
Clarksburg Publishing Co.,
Clarksburg, WV

Robert E. Kamm, Jr. 43 1987 None 1997 President and Chief Executive
Officer-One Valley Bank of
Summersville, Inc., Summers-
ville, WV

<PAGE>

Served
As A Family
Director Relationship Principal
of One With Directors Year In Occupation
Valley and Other Which Term Or Employment
Directors Age Since Nominees Expires Last Five Years
<S> <C> <C> <C> <C> <C>
David E. Lowe 54 1993 None 1997 1993-President and Chief
Executive Officer- Bell Atlantic
WV, Inc., Charleston, WV;
1990 to 1993, Vice President,
Chesapeake and Potomac
Telephone Company of
Virginia, Richmond, VA;
1988 to 1990, Assistant
Vice President, Bell Atlantic,
Arlington, VA

John D. Lynch 54 1986 None 1996 Vice President - Davis Lynch
Glass Company, Star City,
WV

Edward H. Maier 51 1983 None 1997 President - General
Corporation, Charleston, WV
(Real Estate Investment,
Natural Gas Production,
Warehousing)

Charles R.
Neighborgall, III 53 1987 None 1996 President - The Neighborgall
Construction Company,
Huntington, WV (General
Contractors)

Angus E. Peyton (3) 68 1981 None 1997 Attorney-Brown and Peyton,
Charleston, WV

Lacy I. Rice, Jr. 63 1994 None 1997 Attorney - Bowles, Rice,
McDavid, Graff & Love; Vice
Chairman of the Board - One
Valley Bancorp of West
Virginia Inc., Charleston,
WV; Chairman of the Board -
One Valley Bank - East,
Martinsburg, WV; formerly
Chairman of the Board, and
Chief Executive Officer -
Mountaineer Bankshares of
W.Va., Inc.

<PAGE>

J. Lee Van Metre, Jr. 57 1986 None 1996 Attorney - Steptoe &
Johnson; Secretary of the
Board-One Valley Bank - East,
National Association,
Martinsburg, WV

Richard B. Walker 56 1991 None 1997 Chairman of the Board and
Chief Executive Officer-
Cecil I. Walker Machinery

John H. Wick, III 49 1993 (1) 1996 1992 to present - Vice
President - Dickinson Fuel
Co., Inc., Charleston, WV;
1980 to 1992 - Commercial
Realtor, Harrison & Bates,
Inc., Richmond, VA

Thomas D. Wilkerson 66 1981 None 1997 Senior Agent-Northwestern
Mutual Life Insurance
Company, Charleston, WV

</TABLE>
(1) John H. Wick, III, is the brother-in-law of Nelle Ratrie Chilton.

(2) R. Marshall Evans, Jr. and John L. D. Payne are first cousins.

(3) Angus E. Peyton is a member of the Board of Directors of American
Electric Power Company, Inc.

<PAGE>

General

The Bylaws of One Valley provide that in the election of directors of
One Valley each shareholder will have the right to vote the number of
shares owned by that shareholder for as many persons as there are
directors to be elected, or to cumulate such shares and give one
candidate as many votes as the number of such directors multiplied by
the number of shares owned will equal, or to distribute them on the same
principle among as many candidates as the shareholder sees fit. For all
other purposes, each share is entitled to one vote. If any shares are
voted cumulatively for the election of directors, the Proxies, unless
otherwise directed, will have full discretion and authority to cumulate
their votes and vote for less than all such nominees.

The Bylaws of One Valley provide that nominations for election to the
Board of Directors, other than those made by or on behalf of the
existing management of One Valley, must be made by a shareholder in
writing delivered or mailed to the President not less than 14 days nor
more than 50 days prior to the meeting called for the election of
directors; provided, however, that if less than 21 days' notice of the
meeting is given to shareholders, the nominations must be mailed or
delivered to the President not later than the close of business on the
7th day following the day on which the notice of meeting was mailed.
The notice of nomination must contain the following information, to the
extent known: (a) name and address of proposed nominee(s); (b) principal
occupation of proposed nominee(s); (c) total shares to be voted for each
proposed nominee; (d) name and address of notifying shareholder; and (e)
number of shares owned by notifying shareholder. Nominations not made
in accordance with these requirements may be disregarded by the Chairman
of the meeting, in which case the votes cast for the proposed nominee
will likewise be disregarded.

One Valley commenced business on September 4, 1981, as a bank holding
company. The financial operations of One Valley in 1994 primarily
related to the ownership and the establishment of policies for the
management and direction of One Valley Bank, National Association, One
Valley Bank of Huntington, Inc., One Valley Bank of Mercer County, Inc.,
One Valley Bank of Ronceverte, National Association, One Valley Bank of
Morgantown, Inc., One Valley Bank of Oak Hill, Inc., a wholly-owned
subsidiary of One Valley Bank of Summersville, Inc., One Valley Bank of
Marion County, National Association, One Valley Bank - East, National
Association, One Valley Bank - North, Inc., and One Valley Bank of
Clarksburg, National Association. On September 2, 1994, an Agreement
and Plan of Merger was executed pursuant to which Point Bancorp, Inc.,
agreed to merge with and into a wholly-owned subsidiary of One Valley.
It is anticipated that this merger will be consummated in the first
quarter of 1995.

Committees of the Board

One Valley has a standing Audit Committee, Compensation Committee and
Nominating Committee.

The Audit Committee of One Valley consists of five members, Charles
M. Avampato, Nelle Ratrie Chilton, Edward H. Maier, John L. D. Payne and
Richard B. Walker and met four times in 1994. This Committee reviews
and evaluates significant matters relating to audit and internal
controls, reviews the scope and results of audits by independent
auditors, reviews the activities of the internal audit staff, meets with
the appropriate management personnel regarding internal and external
audit results and reports its findings to the Board of Directors.

The Compensation Committee of One Valley consists of six members,
Charles M. Avampato, Nelle Ratrie Chilton, Phillip H. Goodwin, David E.
Lowe, John L. D. Payne, and H. Bernard Wehrle, III, and met three times
in 1994. The Compensation Committee administers the One Valley Bancorp
of West Virginia, Inc., 1983 and 1993 Incentive Stock Option Plans. It
also approves compensation levels for the executive management group of
One Valley and its subsidiaries.

The Nominating Committee of One Valley consists of five members,
Robert F. Baronner, Nelle Ratrie Chilton, J. Holmes Morrison, John L. D.
Payne and Angus E. Peyton and met once in 1994. The Nominating
Committee recommends nominees to fill vacancies on the Board of
Directors, although the President of One Valley will also entertain
nominations made in accordance with the Bylaws of One Valley previously
described.

<PAGE>

The Board of One Valley met 9 times in 1994, and there were numerous
meetings of the Committees of the Board. During 1994, Directors
Gabriel, Highland, Phillip Goodwin, and Wehrle attended fewer than 75%
of the aggregate of the total number of meetings of the Board of One
Valley and the total number of meetings held by all Committees on which
they served.

Principal Holders of Voting Securities

John L. Dickinson and C. C. Dickinson, sons of John Q. Dickinson, one
of the original incorporators of One Valley Bank, National Association,
formerly Kanawha Valley Bank, National Association (hereinafter "One
Valley Bank"), each owned more than 10% of the issued and outstanding
stock of One Valley Bank. Both John L. and C. C. Dickinson are
deceased, and much of the stock formerly held by them is now held by
family trusts created by them or their spouses. At the time of the
formation of One Valley as a one bank holding company holding all of the
stock of One Valley Bank, the shares of One Valley Bank were exchanged
on a one for one basis for shares of One Valley. The John L. Dickinson
Family Trusts collectively hold 1,291,301 shares, representing 7.6% of
the issued and outstanding stock of One Valley. The C. C. Dickinson
Family Trusts collectively hold 866,980 shares, representing 5.1% of the
issued and outstanding stock of One Valley. The following table sets
forth the names and addresses of those shareholders who own beneficially
more than 5% of the outstanding One Valley Common Stock as of March 7,
1995, the amount and nature of the beneficial ownership, and the
percentage of outstanding voting securities represented by the amount
owned. The individuals named in the table are co-trustees of certain of
the Dickinson Family Trusts and most of the shares owned by them are
owned in their capacity as co-trustees.

Title of Name and Address Amount and Nature of Percent of
Class of Beneficial Owner Beneficial Ownership (1) Class
<S> <C> <C> <C>
Common Stock Mary Price Ratrie 979,482(2) 5.8%
Kanawha Salines
Malden, WV 25306

Common Stock Charles C. Dickinson, III 914,523(3) 5.4%
1111 City National Building
Wichita Falls, Texas 76301

Common Stock Robert F. Goldsmith 865,998(4) 5.1%
1528 Dogwood Road
Charleston, WV 25314

Common Stock Ray M. Evans, Jr. 1,435,871(5) 8.4%
3401 Northside Parkway
Atlanta, GA 30327
</TABLE>

(1) This table includes a duplication of beneficial ownership of
securities in cases where the named individuals have overlapping
co-trustee relationships. These four individuals hold, excluding
duplication, a total of 2,494,291 shares, or 14.7% of the total
17,004,868 shares of One Valley Common Stock outstanding as of the
record date. Although One Valley Bank, a subsidiary of One Valley,
is a co-trustee of these various trusts, in all instances, the named
individual co-trustees vote the stock of One Valley held in the
trusts.

(2) Consists of 39,080 shares owned of record; 866,980 shares held as
co-trustee with Charles C. Dickinson, III, and One Valley Bank (in
which trusts Mary Price Ratrie has a one-third beneficial interest);
756 shares owned by J. Q. Dickinson & Co., a sole proprietorship
owned by Mary Price Ratrie; and 72,666 shares owned by Dickinson
Property Limited Partnership in which Mary Price Ratrie is a
beneficial owner.

(3) Consists of 47,543 shares owned of record and 866,980 shares held as
co-trustee with Mary Price Ratrie and One Valley Bank (in which
trusts Mr. Dickinson has a one-fifth beneficial interest).

<PAGE>

(4) Consists of 25,579 shares owned of record; 2,428 shares owned of
record by his wife; 837,991 shares held as co-trustee with Ray M.
Evans, Jr., and One Valley Bank. Not included in this total amount
are 36,643 shares held in trusts from which Mr. Goldsmith may, at
the discretion of the co-trustees, receive distributions of income
and, under certain circumstances, distributions of principal.

(5) Consists of 837,991 shares held as co-trustee with Robert F.
Goldsmith and One Valley Bank; 140,460 shares held as co-trustee
with One Valley Bank and another individual co-trustee; 119,526
shares held with One Valley Bank as co-trustee; 23,131 shares held
by his wife as trustee of trusts for the benefit of his children;
28,502 shares owned of record; 5,782 shares owned of record by his
wife; and 280,479 shares owned by Dickinson Company, of which Mr.
Evans is an executive officer. Not included in this total amount
are 11,713 shares held in a trust from which Mr. Evans may, at the
discretion of the co-trustees, receive distributions of income and,
under certain circumstances, distributions of principal.

Ownership of Securities by Directors, Nominees and Officers

The following tabulation sets forth the number of shares of One
Valley Common Stock beneficially owned by (i) each of the nominees and
directors, (ii) each of the executive officers listed in the Summary
Compensation Table, and (iii) the directors, nominees, and executive
officers of One Valley as a group as of March 7, 1995, and indicates the
percentages of common stock so owned. There is no other class of voting
securities issued and outstanding.

Amount and Nature
of Beneficial Percent of
Name of Beneficial Owner Ownership (1) Class

Phyllis H. Arnold 39,412 Direct (2)
145 Indirect *

Charles M. Avampato 18,012 Direct
2,922 Indirect *

Robert F. Baronner 10,216 Direct
6,037 Indirect *

Frederick H. Belden, Jr. 18,130 Direct (3)
136 Indirect *

C. Michael Blair 57,036 Direct (4)
3,818 Indirect *

James K. Brown 2,577 Direct
1,212 Indirect *

John T. Chambers 7,067 Direct
850 Indirect *

Nelle Ratrie Chilton 43,462 Direct
55,153 Indirect *

R. Marshall Evans, Jr. 28,502 Direct
1,407,369 Indirect (5) 8.4%

James Gabriel 6,482 Direct *

<PAGE>

Amount and Nature
of Beneficial Percent of
Name of Beneficial Owner Ownership (1) Class
Phillip H. Goodwin 1,515 Direct *

Thomas E. Goodwin 7,422 Direct
7,478 Indirect *

Cecil B. Highland, Jr. 324,582 Direct
7,331 Indirect 2.0%

Laurance G. Jones 13,200 Direct (6) *
2,500 Indirect

Robert E. Kamm, Jr. 274,567 Direct (7)
107,285 Indirect 2.3%

David E. Lowe 700 Direct *

John D. Lynch 21,000 Direct
3,000 Indirect *

Edward H. Maier 5,780 Direct *

J. Holmes Morrison 55,062 Direct (8)
782 Indirect *

Charles R. Neighborgall, III 1,188 Direct
2,677 Indirect *

Robert O. Orders, Sr. 15,669 Direct *

John L. D. Payne 714 Direct
434,479 Indirect (9) 2.6%

Angus E. Peyton 35,077 Direct
166,170 Indirect 1.2%

Lacy I. Rice, Jr. 149,500 Direct *

Brent D. Robinson 29,009 Direct (10)
682 Indirect *

James W. Thompson 8,805 Direct
4,080 Indirect *

J. Lee Van Metre, Jr. 3,208 Direct *

Richard B. Walker 1,777 Direct *

H. Bernard Wehrle, III 1,180 Direct *

John H. Wick, III 9,084 Direct
39,905 Indirect *

<PAGE>

Amount and Nature
of Beneficial Percent of
Name of Beneficial Owner Ownership (1) Class
Thomas D. Wilkerson 1,800 Direct *

All Directors, Nominees and Executive 1,233,109 Direct
Officers as a Group (33 individuals) 1,973,532 Indirect 18.9%

*Beneficial ownership does not exceed one percent of the class.

(1) Share totals of directors include 100 directors' qualifying shares,
which each director is required to own pursuant to One Valley's
Bylaws. Shares held indirectly include shares held by family
members and shares held through trusts or corporations which in turn
hold shares of One Valley.

(2) Includes options to purchase 18,720 shares pursuant to One Valley's
1983 Stock Option Plan. Includes options to purchase 10,140 shares
pursuant to One Valley's 1993 Stock Option Plan.

(3) Includes options to purchase 7,560 shares pursuant to One Valley's
1983 Stock Option Plan. Includes options to purchase 7,960 shares
pursuant to One Valley's 1993 Stock Option Plan.

(4) Includes options to purchase 2,800 shares pursuant to One Valley's
1993 Stock Option Plan. Includes options to purchase 7,310 shares
pursuant to Mountaineer Bankshares of W.Va., Inc. Stock Option
Plan.

(5) See Note (5) to Principal Holders of Voting Securities.

(6) Includes options to purchase 3,420 shares pursuant to One Valley's
1983 Stock Option Plan. Includes options to purchase 7,280 shares
pursuant to One Valley's 1993 Stock Option Plan.

(7) Includes options to purchase 11,295 shares pursuant to One
Valley's 1983 Stock Option Plan. Includes options to purchase
5,120 shares pursuant to One Valley's 1993 Stock Option Plan.

(8) Includes options to purchase 31,320 shares pursuant to One
Valley's 1983 Stock Option Plan. Includes options to purchase
18,000 shares pursuant to One Valley's 1993 Stock Option Plan.

(9) Consists of 70,599 shares held in nine trusts of which John L. D.
Payne is a co-trustee, 363,160 shares held by Dickinson Company,
Payne-Gallatin Mining Company and Horse Creek Land and Mining
Company (in which companies Mr. Payne is an executive officer),
and 720 shares owned by his children; does not include 88,033
shares held in or through trusts in which John L. D. Payne, at the
discretion of the trustees, is an income beneficiary.

(10) Includes options to purchase 3,800 shares pursuant to One Valley's
1993 Stock Option Plan. Includes options to purchase 8,850 shares
pursuant to Mountaineer Bankshares of W.Va., Inc. Stock Option
Plan.

<PAGE>

Executive Compensation

The following table sets forth the annual and long-term compensation
for services in all capacities to One Valley for the fiscal years ended
December 31, 1994, 1993, and 1992, of those persons who were, as of
December 31, 1994, (i) the chief executive officer and (ii) the four
other most highly compensated officers of One Valley.

SUMMARY COMPENSATION TABLE

Annual Compensation Long Term Compensation
Awards Payouts

Other Securities All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation(1) Award(s) Options Payouts sation(2)
Position Year ($) ($) ($) ($) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. Holmes Morrison 1994 315,000 110,250 0 0 9,000 0 5,476
President & CEO 1993 275,000 114,297 0 0 9,000 0 5,263
1992 233,000 106,015 0 0 9,000 0 4,577

Phyllis H. Arnold 1994 190,000 63,840 0 0 5,100 0 4,531
Exec. Vice President 1993 170,000 63,750 0 0 5,040 0 4,553
1992 150,000 58,500 0 0 5,040 0 3,890

Frederick H. Belden, Jr. 1994 156,000 47,190 0 0 4,000 0 4,691
Exec. Vice President 1993 148,000 50,875 0 0 3,960 0 4,550
1992 135,000 48,263 0 0 3,960 0 3,479

Laurance G. Jones 1994 150,000 43,313 0 0 3,800 0 4,687
Exec. Vice President 1993 132,000 43,560 0 0 3,480 0 4,462
1992 117,000 41,828 0 0 3,420 0 3,017

Brent D. Robinson 1994 150,000 41,250 29,311 0 3,800 0 49,121
Exec. Vice President 1993 138,900 27,754 0 0 0 0 8,813
1992 126,336 0 0 0 3,000 0 7,539
</TABLE>

(1) The amount included for Mr. Robinson in "Other Annual Compensation"
is the amount reimbursed for payment of taxes as a result of the
expenses paid by One Valley as listed in footnote (2).

(2) The amounts included in "All Other Compensation" consist of One
Valley's contributions on behalf of the listed officers to the
401(k) Plan, pursuant to which all eligible employees receive up to
a 50% matching contribution from One Valley for all amounts
contributed to the 401(k) Plan by the employee, to a maximum of 5%
of the employee's salary. In the case of Mr. Robinson, the amount
reported for 1994 pertains to the 401(k) Plan ($3,808), relocation
expenses ($20,313), and termination of an arrangement with
Mountaineer Bankshares for a company-provided automobile ($25,000);
for 1993 and 1992 pertains to the Mountaineer Bankshares 401(k) Plan
match and Board and Committee fees for services rendered as a Board
member of Mountaineer Bankshares. Under the Mountaineer Bankshares
401(k) Plan, employees were permitted to contribute up to 6% of
salary for which the company made a 50% matching contribution.

<PAGE>

The following table sets forth further information on grants of stock
options during 1994 to (i) the listed officers and (ii) all optionees as
a group pursuant to One Valley's 1993 Incentive Stock Option Plan. The
table also provides information concerning the potential gain to all
shareholders at the designated rate of appreciation. No stock
appreciation rights ("SARs") were awarded by One Valley.

OPTION GRANTS IN LAST FISCAL YEAR

Grant Date
Individual Grants Value(1)

Number of % of Total Potential Realizable Value
Securities Options at Assumed Annual Rates
Underlying Granted to Exercise of Stock Appreciation for
Options Employees or Base Expira- Ten-Year Option Term
Granted in Fiscal Price(2) tion 0% 5% 10%
Name (#) Year ($/Sh) Date ($) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C>

J. Holmes Morrison 9,000 9.4% 26.50 4/28/04 0 150,030 380,070
Phyllis H. Arnold 5,100 5.3% 26.50 4/28/04 0 85,017 215,373
Frederick H. Belden, Jr. 4,000 4.2% 26.50 4/28/04 0 66,680 168,920
Laurance G. Jones 3,800 4.0% 26.50 4/28/04 0 63,346 160,474
Brent D. Robinson 3,800 4.0% 26.50 4/28/04 0 63,346 160,474

All Optionees (including
the five listed above) 95,800 100% 26.50 4/28/04 0 1,596,986 4,045,634

All Shareholders - - - - 0 281,874,164 714,069,942

Optionee Gain as % of
All Shareholders Gain - - - - 0 0.56% 0.56%

</TABLE>

(1) The actual value, if any, an executive may realize depends on the
excess of the stock price over the exercise price on the date the
option is exercised.

(2) The exercise price is the fair market value of One Valley Common
Stock on the date the options were granted. Options are
exercisable immediately, and terminate upon termination of
employment for reasons other than death or retirement, upon the
expiration of three months after the date of retirement, upon the
expiration of one year from the date of death, or ten years from
the option date.

<PAGE>

The following table sets forth information concerning (i) the value
realized upon the exercise of stock options during 1994 by the listed
officers, and (ii) the number of unexercised options held by each listed
officer as of December 31, 1994, and the market value of the underlying
shares if the options had been exercised on that date. No SARs have
been awarded by One Valley.

AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION VALUES

Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares Acquired Value FY-End (#) FY-End ($)
Name On Exercise (#) Realized ($)(1) Exercisable Exercisable
<S> <C> <C> <C> <C>
J. Holmes Morrison 0 0 49,320 403,104
Phyllis H. Arnold 4,590 66,928 28,860 256,382
Frederick H. Belden, Jr. 0 0 15,520 91,712
Laurance G. Jones 0 0 10,700 28,915
Brent D. Robinson 0 0 12,650 119,552
</TABLE>

(1) Market value of underlying securities at exercise, minus the
exercise or base price.

The following table indicates, for purposes of illustration, the
approximate annual retirement benefits (Qualified Plan and Supplemental
Plan) that would be payable to an employee retiring on November 1, 1994,
at age 65 on the full life annuity form under various assumptions as to
salary and years of service. Benefits are not subject to deduction for
Social Security or other offset amounts.

PENSION PLAN TABLE

Highest Consecutive Estimated Annual Pension For
Five Year Representative Years of Credited Service
Average Compensation 15 20 25 30 35

$125,000 $28,177 $37,569 $67,486 $67,486 $67,486
150,000** 34,177 45,569 87,763 87,763 87,763
175,000 34,177 45,569 99,986 99,986 99,986
200,000 34,177 45,569 116,236 116,236 116,236
225,000 34,177 45,569 132,486 132,486 132,486

250,000 34,177 45,569 148,736 148,736 148,736
300,000 34,177 45,569 181,236 181,236 181,236
400,000 34,177 45,569 246,236 246,236 246,236
450,000 34,177 45,569 278,736 278,736 278,736
500,000 34,177 45,569 311,236 311,236 311,236

**IRS Maximum for Qualified Plan.

<PAGE>

Compensation covered by the qualified pension plan is based on total
pay, including all Management Incentive Compensation Plan payments,
received during the sixty consecutive months of employment which results
in the highest total divided by five. Such compensation is directly
related to the total annual salary and bonus set forth in the Summary
Compensation Table and does not vary by more than ten percent from that
set forth therein, except that bonus payments listed in the table are
actually paid to the recipient (and consequently included in determining
plan benefits) in the year after that listed. As of November 1, 1994,
the credited years of service under the retirement plan for the
individuals named in the table shown under Executive Compensation were:
Phyllis H. Arnold, 18.667 years; J. Holmes Morrison, 27.17 years;
Frederick H. Belden, Jr., 27 years; Laurance G. Jones, 25.33 years; and
Brent D. Robinson, 6.833 years.

In 1990, a Supplemental Employee Retirement Plan (SERP) was
established for certain members of senior management, including the
individuals named in the Cash Compensation Table, which provides for a
benefit at normal retirement of 65 percent of final average
compensation, less (i) the retirement benefit under the Defined Benefit
Pension Plan, and (ii) any retirement benefits from a previous employer,
and (iii) the employee's Social Security benefit. The plan further
provides reduced early retirement benefit target objectives and a
disability retirement benefit target of 60 percent of final average
compensation at the time of disability, minus the benefits paid under
the Defined Benefit Pension Plan and the employee's Social Security
benefit. During 1994, $123,262 was paid into the SERP Trust for 1993,
and $232,415 was accrued for 1994.

Change of Control Arrangements

In January 1987, and in January 1994 in the case of Mr. Robinson, One
Valley entered into agreements with the officers listed in the Summary
Compensation Table and with certain other officers to encourage those
key officers not to seek other employment because of the possibility
that One Valley might be acquired by another entity. The Board of
Directors determined that such an arrangement was appropriate,
especially in view of the volatile banking market anticipated in West
Virginia with the advent of interstate banking. The agreements were not
undertaken in the belief that a change of control of One Valley was
imminent.

The agreements are for a term of three years and on each anniversary
date the term is automatically extended for an additional one-year
period unless a 60-day prior written notice is given by either party.
Generally, the agreements provide severance compensation to those
officers if their employment should end under certain specified
conditions after a change of control of One Valley. Compensation is
paid upon any involuntary termination following a change of control
unless the officer is terminated for cause. In addition, compensation
will be paid after a change of control if the officer voluntarily
terminates employment because of a salary reduction, reassignment
without consent to an office more than 50 miles from the officer's
location at the time of a change of control, failure by One Valley to
obtain assumption of the contract by its successor, or termination of
employment without a 30-day written notice.

Under the agreements, a change of control is deemed to occur in the
event of any business combination which would require a higher than
majority vote of the shareholders under One Valley's Articles of
Incorporation, or an occurrence of a nature that would be required to be
reported to the Securities and Exchange Commission as a change of
control. Severance benefits include: (a) a cash payment equal to the
officer's monthly base salary multiplied by the number of full months
between the date of termination and a date which is 30 months after the
date on which the change of control occurs; (b) payment of the award
due, if any, under One Valley's Management Incentive Compensation Plan
for the year in which termination occurs; and (c) continuing
participation in employee benefit plans and programs such as retirement,
disability and medical insurance for a period of 30 months after the
change in control.

<PAGE>

Board Compensation Committee Report on Executive Compensation

The Compensation Committee ("Committee") of the Board of Directors
establishes compensation policies, plans and programs which are intended
to accomplish three objectives: to attract and retain highly capable and
well-qualified executives; to focus executives' efforts on increasing
long-term shareholder value; and to reward executives at levels which
are competitive with the marketplace for similar positions and
commensurate with performance of each executive and of One Valley. The
Committee has determined that to accomplish these objectives, total
compensation should be comprised of base salary, short-term incentive
compensation, and long-term incentive compensation.

The Committee meets several times annually with the Chief Executive
Officer and senior human resources executives to review, modify as
appropriate, and approve the compensation programs for executives,
utilizing the services of outside compensation consultants when
appropriate. In determining the salary budget for 1994 and in fixing
levels of executive compensation, the Committee considered internal
equity, external competitiveness of base compensation and total
compensation, the inflation rate, and One Valley's performance relative
to its long-range goals. In its evaluation of One Valley's corporate
performance for the purpose of fixing base salary levels, the Committee
does not attempt to assign specific weights to multiple factors which,
taken together, constitute "corporate performance." Consequently, its
evaluation of corporate performance is subjective to the extent that the
Committee considers all aspects of corporate performance, including but
not limited to long-range plan goals for earnings, asset quality,
capital, liquidity and resource utilization; however, significant
emphasis is given to the annual increase in One Valley's earnings per
share. Base salaries for executive officers are determined first by an
evaluation of the officer's success as measured against annually
established goals for individual performance and the performance of the
business unit(s) for which they have responsibility. Second, base
salaries are measured against market place salaries of equivalent
positions in financial institutions of comparable size. Marketplace
information is determined using data from several recognized
compensation survey services, specifically the Hay Compensation Report
of Banks and Associated Financials produced by Hay Management
Consultants, the SNL Executive Compensation Review, the Wyatt Data
Services Financial Institutions Compensation Survey, and the William M.
Mercer Finance, Accounting and Legal Compensation Survey. This
information was selected for comparison because of the formidable
position that these surveys hold in the industry and the availability of
representative peer group information.

Currently base compensation for executives of One Valley, while
competitive, continues to be below the average for similar positions
within comparable financial institutions. When One Valley executives,
including the CEO and the officers listed in the Summary Compensation
Table, were compared to the marketplace, their base salaries were, in
the aggregate, well below the median of the marketplace. The Committee
believes, philosophically, that compensation should, on the whole, be
incentive driven; however, base compensation should be reasonably
competitive in the marketplace. To this end, the Committee has set a
base salary range target for executives at the 37.5 percentile of the
marketplace average. The Committee believes that the appropriate level
of executive base compensation is primarily market-driven, although base
compensation is also dependent on corporate performance and on each
executive's progress toward individual goals.

The Committee believes that incentive compensation is an appropriate
adjunct to base compensation which, together with base compensation,
should approach the industry median for total compensation if
established goals are met. Short-term incentive compensation is
provided to key executives, as determined by the Compensation Committee
pursuant to One Valley's Management Incentive Compensation Plan
("MICP"). Awards under MICP are granted based upon One Valley's
earnings per share relative to a target level set by the Board of
Directors. If the target is met, awards are calculated for each
participant based upon the level of corporate performance relative to
the target, upon performance of the executive and the unit he or she
manages in meeting assigned objectives, and upon the executive's
relative position within One Valley. The determination of corporate
performance for this purpose is based solely upon earnings per share.
Thus the level of annual performance of One Valley, determined in a
manner which emphasizes factors which should have a positive impact upon
total return to shareholders, has a significant impact upon total
executive compensation.

<PAGE>

The Committee believes that shareholder value can be further enhanced
by closely aligning the financial interests of One Valley's key
executives with those of its shareholders. Awards of stock options
pursuant to One Valley's Incentive Stock Option Plan ("ISOP") are
intended to meet this objective and constitute the long-term incentive
portion of executive compensation. Participation in the ISOP is limited
to approximately thirty employees of the top management of One Valley
and its affiliate banks who are deemed to have the opportunity to most
significantly affect corporate results. Under the ISOP, the option
price paid by the executive to exercise the option is the fair market
value of the stock on the day the option is granted, and the option is
freely exercisable within a ten-year period. The options attain value
over that time only if the market price of the underlying stock
increases, and the increase in value of the option is directly tied to
the increase in the value of the stock. The Committee believes the ISOP
focuses the attention and efforts of executive management upon
increasing long-term shareholder value and the Committee periodically
awards options to key executives in amounts it believes are adequate to
achieve the desired objective. The total number of shares available for
award in each plan year is specified in the ISOP. These shares are
generally allocated based upon the Committee's subjective judgment,
taking into account the historical levels of awards and the relative
positions of the participants in the ISOP.

Total compensation for the CEO is determined in essentially the same
way as for other executives, recognizing that the CEO has overall
responsibility for the performance of One Valley. Therefore, One
Valley's performance has a direct impact upon the CEO's compensation in
that its earnings per share determine the amount of base compensation
increase and the MICP award; and, in addition, the market price of One
Valley's Common Stock determines the value of options awarded during
prior periods. The base compensation of the CEO in 1994 was based in
large measure on the corporate results in 1993 relative to long-range
plan goals for earnings, asset quality, capital, liquidity and resource
utilization. As discussed above, no attempt is made by the Committee to
assign relative weights to the various components of corporate
performance in fixing the CEO's base compensation. The targeted earnings
were $2.47 per share and actual earnings per share were $2.52, which was
10% higher than 1992 earnings of $2.29 per share. This relative success
of One Valley was a major consideration in establishing the base
compensation for the CEO. During 1994 One Valley consistently received
high rankings from multiple industry research companies. The MICP award
for 1994 was based on the earnings per share performance in 1994 which
was $2.70 The ISOP awards to the CEO for 1994 were based on the
historical level of awards and the Committee's determination of the
appropriate level of prospective ownership necessary to motivate long-
term performance.

Recent revisions to the Internal Revenue Code disallow deductions in
excess of $1,000,000 for certain executive compensation. The Committee
has not adopted a policy in this regard since none of One Valley's
executives receive compensation approaching the $1,000,000 level. The
report shall not be deemed incorporated by reference by any general
statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933 or the Securities Exchange Act
of 1934, except to the extent that One Valley specifically incorporates
this report by reference, and shall not otherwise be filed under such
Acts.

The report is submitted by the Compensation Committee, which consists
of

Phillip H. Goodwin, Chairman
Charles M. Avampato
Nelle Ratrie Chilton
David E. Lowe
John L. D. Payne
H. Bernard Wehrle, III.

<PAGE>

Performance Graph

The following graph compares the yearly percentage change in One
Valley's cumulative total shareholder return on its Common Stock for the
five-year period ending December 31, 1994, with the cumulative total
return of the Standard & Poor's 500 Stock Index and the Media General
Industry Group Index - 04, which consists of all banks and bank holding
companies within the United States whose stock has been publicly traded
for at least six years. The graph assumes (i) the reinvestment of all
dividends and (ii) an initial investment of $100. There is no assurance
that One Valley's stock performance will continue in the future with the
same or similar trends as depicted in the graph. The graph shall not be
deemed incorporated by reference by any general statement incorporating
by reference this proxy statement into any filing under the Securities
Act of 1933 or the Securities Exchange Act of 1934, except to the extent
that One Valley specifically incorporates this graph by reference, and
shall not otherwise be filed under such Acts.

Five-year Cumulative Total Return Comparison

(The Comparison Chart appears here. The plot points are listed below:)

1989 1990 1991 1992 1993 1994
One Valley Bancorp 100 $88 $177 $276 $263 $275
Standard & Poors 500 100 $97 $126 $136 $150 $152
All Publicly Traded Banks 100 $77 $109 $130 $153 $145
(Media General Industry Group Index - 04)

<PAGE>

Compensation of Directors

During 1994, each director who was not also an officer and full-time
employee of One Valley received $600 for each meeting of the Board of
Directors of One Valley attended, $350 to the respective directors who
attended the Board's Audit Committee, and, as members of certain other
committees of the Board of Directors, received $275 for each meeting of
a committee of the Board of Directors attended. In addition, Mr.
Baronner received compensation in the amount of $18,000 for serving as
Chairman of the Board of Directors. During 1994, there were no other
arrangements pursuant to which any director of One Valley was
compensated for services as a director.

Directors of One Valley are eligible to defer fees pursuant to the
One Valley Deferred Compensation Plan, which was adopted in 1984, with
respect to fees received in 1984 and thereafter for services rendered as
a director of One Valley.

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 and executive officers, and persons who own more
than ten percent of a registered class of the Company's equity
securities, to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Officers, directors and
greater than ten percent shareholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.

To the Company's knowledge, based solely upon review of the copies of
such reports furnished to the Company and written representations that
no other reports were required, during the two fiscal years ended
December 31, 1993, all Section 16(a) filing requirements applicable to
its officers, directors and greater than ten percent beneficial owners
were complied with, except that one report covering one transaction was
filed late by Mr. James Gabriel.

Certain Transactions with Directors and Officers and Their Associates

One Valley and its various banking subsidiaries have had and expect
to have in the future, transactions in the ordinary course of business
with directors, officers, principal shareholders and their associates.
During 1994, all of these transactions were made on substantially the
same terms, including interest rates, collateral and repayment terms on
extensions of credit, as those prevailing at the same time for
comparable transactions with other unaffiliated persons. Such
transactions, which at December 31, 1994, were, in the aggregate, 22.8%
of total shareholders' equity, in the opinion of the management of One
Valley, did not involve more than the normal risk of collectibility or
present other unfavorable features.

Jackson & Kelly, a law firm in which Director James K. Brown is a
partner, Steptoe & Johnson, a law firm in which Director J. Lee Van
Metre, Jr., is a partner, Bowles, Rice, McDavid, Graff & Love, a law
firm in which Director Lacy I. Rice, Jr., is a partner, and McNeer,
Highland & McMunn, a law firm in which Director Cecil B. Highland, Jr.,
is of counsel, performed legal services for One Valley and its
subsidiaries in 1994 and will perform similar services in 1995. On the
basis of information provided by Messrs. Brown, Van Metre, Rice and
Highland, it is believed that less than five percent of the gross
revenues of those law firms did in 1994, and will in 1995, result from
payment for legal services by One Valley and its subsidiaries. In the
opinion of One Valley, these transactions were on terms as favorable to
One Valley as they would have been with third parties not otherwise
affiliated with One Valley.

Compensation Committee Interlocks and Insider Participation

During 1994, One Valley's affiliate banks, and One Valley Square,
Inc., paid $126,580 to TerraCare, Inc., for landscaping services.
TerraCare, Inc., is a wholly-owned subsidiary of TerraCo, Inc. Mary
Price Ratrie, a principal shareholder of One Valley, is the principal
shareholder and President of TerraCo, Inc., and Director Nelle Ratrie
Chilton is Vice President and director of TerraCo, Inc. During 1994,
The Neighborgall Construction Co. received payments of $196,345.26 from
One Valley's affiliate, One Valley Bank of Huntington, Inc., for
miscellaneous renovation and repair work to facilities owned by the bank
and

<PAGE>

for construction of a new branch in Ceredo. It is anticipated that
additional payments will be made in 1995 to TerraCare, Inc., and to The
Neighborgall Construction Co. In the opinion of One Valley, these
transactions were on terms as favorable to One Valley as they would have
been with third parties not otherwise affiliated with One Valley. The
members of One Valley's Compensation Committee are Phillip H. Goodwin,
Charles M. Avampato, Nelle Ratrie Chilton, David E. Lowe, John L. D.
Payne, and H. Bernard Wehrle, III.

2. PROPOSAL TO APPROVE SELECTION OF AUDITORS

The Board of Directors has selected the firm of Ernst & Young to
serve as independent auditors for One Valley for the calendar year 1995
and proposes the approval by the shareholders at the Annual Meeting of
Shareholders of that selection. If that selection does not receive the
approval of a majority of the votes represented in person or by proxy,
the Board will request a later approval of an alternate auditor. One
Valley is advised that no member of this accounting firm has any direct
or indirect material interest in One Valley, or any of its subsidiaries.
A representative of Ernst & Young will be present at the Annual Meeting
to respond to appropriate questions and to make a statement if desired.
The enclosed proxy will be voted "FOR" the approval of the selection of
Ernst & Young unless otherwise directed. The affirmative vote of a
majority of the shares of One Valley Common Stock represented at the
Annual Meeting of Shareholders is required to approve the selection of
Ernst & Young.

FORM 10-K ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION

Upon written request by any shareholder to Laurance G. Jones,
Treasurer, One Valley Bancorp of West Virginia, Inc., P. O. Box 1793,
Charleston, West Virginia 25326, a copy of One Valley's 1994 Annual
Report on Form 10-K will be provided without charge.

OTHER INFORMATION

If any of the nominees for election as directors are unable to serve
as directors by reason of death or other unexpected occurrence, proxies
will be voted for a substitute nominee or nominees designated by the
Board of One Valley unless the Board of Directors adopts a resolution
pursuant to the Bylaws reducing the number of directors. The Board of
Directors is unaware of any other matters to be considered at the
meeting, but if any other matters properly come before the meeting,
persons named in the proxy will vote such proxy in accordance with the
recommendation of the Board of Directors.

Shareholder Proposals for 1996

Any shareholder who wishes to have a proposal placed before the next
Annual Meeting of Shareholders must submit the proposal to Merrell S.
McIlwain II, Secretary of One Valley, at its executive offices, no later
than November 21, 1995, to have it considered for inclusion in the proxy
statement of the Annual Meeting in 1996.

J. Holmes Morrison
President
Charleston, West Virginia
March 20, 1995

<PAGE>

***************************************************************************
APPENDIX

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

PROXY ONE VALLEY BANCORP OF WEST VIRGINIA, INC. PROXY
CHARLESTON, WEST VIRGINIA
This Proxy is Solicited on Behalf of The Board of Directors
for The Annual Meeting of Shareholders, April 25, 1995

Michael A. Albert, John R. Lukens and Louis S. Southworth, II, or any
one of them, are hereby authorized to represent and to vote stock of the
undersigned in One Valley Bancorp of West Virginia, Inc. at the Annual
Meeting of Shareholders to be held April 25, 1995, and any adjournment thereof.

The election of the following persons: Robert F. Baronner, C. Michael
Blair, James K. Brown, Nelle Ratrie Chilton, Ray Marshall Evans, Jr., Phillip
H. Goodwin, Robert O. Orders, Sr., John L. D. Payne and Brent D. Robinson for
three-year terms expiring at the Annual Meeting of Shareholders in 1998;
J. Holmes Morrison for a two-year term expiring at the Annual Meeting of
Shareholders in 1997; and H. Bernard Wehrle, III for a one-year term expiring
at the Annual Meeting of Shareholders in 1996, and until their successors are
chosen and qualify.

Unless otherwise specified on this Proxy, the shares represented by this
Proxy will be voted "FOR" the propositions listed above and described more
fully in the Proxy Statement of One Valley Bancorp of West Virginia, Inc.,
distributed in connection with this Annual Meeting. If any shares are voted
cumulatively for the election of Directors, the Proxies, unless otherwise
directed, shall have full discretion and authority to cumulate their votes and
vote for less than all such nominees. If any other business is presented at
said meeting, this Proxy shall be voted in accordance with recommendations of
the Board of Directors.

PLEASE MARK, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.

(Continued and to be signed on reverse side.)

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
<PAGE>
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

ONE VALLEY BANCORP OF WEST VIRGINIA, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY

The Board of Directors recommends a vote "FOR" the listed propositions.

FOR WITHHOLD FOR ALL
1. Election of Directors- (Except Nominees(s)written Below
Nominees: Robert F. Baronner, C. Michael [ ] [ ] [ ]
Blair, James K. Brown, Nelle Ratrie Chilton,
Ray Marshall Evans, Jr., Phillip H. Goodwin,
J. Holmes Morrison,Robert O. Orders, Sr.,
John L. D. Payne, Brent D. Robinson
and H. Bernard Wehrle, III.

2. Approve the appointment of Ernst & Young FOR AGAINST ABSTAIN
as independent Certified Public Accountants [ ] [ ] [ ]
for 1995.

3. Transact such other business as may properly FOR AGAINST ABSTAIN
come before the meeting and any adjournment [ ] [ ] [ ]
thereof.

Dated:__________________, 1995

Signature( s)___________________________________

_____________________________________________
When signing as attorney, executor, administrator,
trustee or guardian, please give full title. If more than
one trustee, all should sign.

_______________________________________________________________________________