FIRST WEST VIRGINIA BANCORP INC, 10-K, 1997-03-26

FIRST WEST VIRGINIA BANCORP INC
10-K, 1997-03-26
STATE COMMERCIAL BANKS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT of 1934 [FEE REQUIRED]

For the Fiscal Year Ended December 31, 1996

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]

For the transition period from to .
------------- -------------

Commission File No. 1-13652
First West Virginia Bancorp, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

West Virginia 55-6051901
- ------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1701 Warwood Avenue
Wheeling, West Virginia 26003
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(Address of principal executive offices)

Registrant's telephone number, including area code: (304) 277-1100
---------------

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
- -------------------------- -----------------------------------------
Common Stock $5.00 Par Value American Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months ( or for such shorter period than the
registrant was required to file such report(s), and (2) has been subject to
such filing requirements for the past 90 days. [x] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in part III of this Form 10-K or any amendment to
this Form 10-K. [ ]

The aggregate market value of the voting stock held by nonaffiliates of the
registrant, calculated by reference to the closing sale price of First West
Virginia Bancorp's common stock on the AMEX on March 12, 1997, was
$20,152,675.00. (Registrant has assumed that all of its executive officers
and directors are affiliates. Such assumption shall not be deemed to be
conclusive for any other purpose):

The number of shares outstanding of the issuer's common stock as of March 12,
1997:

Common Stock, $5.00 Par Value 806,107 shares
- --------------------------------------------

The total number of pages are 122 ; Exhibit Index is located on page 27

page 1
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DOCUMENTS INCORPORATED BY REFERENCE

Part of Form 10-K
into which Document
Documents is incorporated
- --------- ------------------------

Portions of the Annual
Report to Shareholders Part II, Items 5, 6, 7, and 8;
of First West Virginia Part III, Item 13;
Bancorp, Inc. for the Part IV, Item 14
year ended December 31, 1996. ------------------------

Portions of First West Part III, Items 10,
Virginia Bancorp, Inc.'s 11, 12, and 13
Proxy statement for the
1997 Annual Meeting
of Shareholders. ------------------------

page 2
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FORM 10-K INDEX
---------------

PART I

Item 1 Business 4

Item 2 Properties 16

Item 3 Legal Proceedings 17

Item 4 Submission of Matters to a Vote of
Security Holders 17

PART II

Item 5 Market for the Registrant's Common Stock and
Related Stockholder Matters 18

Item 6 Selected Financial Data 19

Item 7 Management's Discussion and Analysis of
Financial Condition and Results of
Operations 19

Item 8 Financial Statements and Supplementary Data 20

Item 9 Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 20

PART III

Item 10 Directors and Executive Officers of
Registrant 21

Item 11 Executive Compensation 22

Item 12 Security Ownership of Certain Beneficial
Owners and Management 24

Item 13 Certain Relationships and Related
Transactions 24

PART IV

Item 14 Exhibits, Financial Statement Schedules and
Reports on Form 8-K 25

Signatures 26

Exhibit Index 27

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PART 1

Item 1 BUSINESS
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(a) General Development of Business
-------------------------------

The Registrant, First West Virginia Bancorp, Inc. ("Holding Company"),
was organized as a West Virginia business corporation on July 1, 1973 at the
request of the Boards of Directors of the Bank of Warwood, N.A. and Community
Savings Bank, N.A. for the purpose of becoming a bank holding company, under
the Bank Holding Company Act of 1956, as amended. On December 30, 1974 the
shareholders of those banks voted to become constituent banks of the Holding
Company, which reorganization was subsequently accomplished in accordance with
regulatory procedure, and the Holding Company thus became the first bank
holding company in the state of West Virginia. Those banks later merged on
June 30, 1984 under the name "First West Virginia Bank, N.A."

The registrant currently has three wholly-owned banking subsidiaries
and include: Progressive Bank, N.A., formerly known as "First West Virginia
Bank, N.A.", in Wheeling, West Virginia; Progressive Bank, N.A. - Buckhannon,
formerly known as "First West Virginia Bank, N.A. - Buckhannon", in
Buckhannon, West Virginia; and Progressive Bank, N.A. - Bellaire, formerly
known as "Farmers and Merchants National Bank", in Bellaire, Ohio. The Common
Name of "Progressive Bank, N.A." was adopted by the subsidiary banks of the
Holding Company in November, 1995.

Progressive Bank, N. A. is a community bank serving all of Ohio,
Brooke and Marshall counties in the state of West Virginia, and a portion of
the west bank of the Ohio River, located in the State of Ohio. The bank
operates two full-service offices in Ohio county, Wheeling, West Virginia, one
full-service office in Brooke county, Wellsburg, West Virginia, one
full-service office in Marshall county, Moundsville, West Virginia, and a
full-service Automated Teller Machine (ATM) at West Liberty State College,
Ohio county, West Liberty, West Virginia. On January 4, 1993, Progressive
Bank, N.A. acquired the Wellsburg Banking and Trust Company, Wellsburg, West
Virginia which was converted to a branch office. During December, 1994,
Progressive Bank, N.A. opened a full-service supermarket bank branch office in
Moundsville, West Virginia. Progressive Bank, N.A. had total assets of
$100,955,895 as of December 31, 1996.

Progressive Bank, N.A. - Buckhannon, acquired in 1986, is a community
bank serving parts of Upshur and Lewis counties in the state of West Virginia.
Progressive Bank, N.A. - Buckhannon opened a full service branch office in
Weston, West Virginia in April, 1996. As of December 31, 1996, Progressive
Bank, N.A. - Buckhannon had total assets of $23,555,488.

In 1988, the Holding company acquired Progressive Bank, N.A.,
Bellaire, Ohio, a community bank serving the City of Bellaire and Pultney
Township in the state of Ohio. Progressive Bank, N.A. - Bellaire had total
assets of $19,803,679 as of December 31, 1996.

Total Holding Company assets as of December 31, 1996, which include
the assets of its operating subsidiary banks, were $144,545,710. The
authorized capital of the Holding Company consists of 2,000,000 shares of
capital stock, par value of $5.00 per share, of which 806,107 shares were
issued and outstanding as December 31, 1996 to 408 shareholders.
Shareholders' equity at that date was $12,649,278.

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(b) General Description of Business
--------------------------

First West Virginia Bancorp, Inc. operates a multi-bank holding
company and is dependent upon subsidiaries for cash necessary to pay expenses,
and dividends to its stockholders. The Holding Company functions primarily as
the holder of the capital stock of its wholly-owned subsidiary banks. The
Holding company might also engage in permitted non-banking activities; a list
of such activities is provided herein.

First West Virginia Bancorp, Inc.'s business is not seasonal. As of
December 31, 1996, none of the subsidiary banks were engaged in any operation
in foreign countries and none has had transactions with customers in foreign
countries.

The subsidiary banks of the Holding company are engaged in the
business of banking and provide a broad range of consumer and commercial
banking products and services to individuals, businesses, professionals and
governments. The services and products have been designed in such a manner as
to appeal to area consumers and business principals. The loan portfolio of
the banks consists primarily of loans secured by real estate to consumers and
businesses. The bank also engages in commercial loans and general consumer
loans to individuals. The subsidiary banks offer a wide range of both
personal and commercial types of deposit accounts and services as a means of
gathering funds. Types of deposit accounts and services available include
non-interest bearing demand checking, interest bearing checking (NOW
accounts), savings, money market, certificates of deposit, individual
retirement accounts, and Christmas Club accounts. The customer base for
deposits is primarily retail in nature.

The majority of the bank's lending is concentrated in the upper Ohio
Valley of northern West Virginia and adjacent areas of Ohio and Pennsylvania.
Approximately 70% of the bank's lending activities are around this area. The
overall makeup of the region's economy continues to change from heavy industry
to state-of-the-art manufacturing, information/service-based office
operations, advanced technology/research and a growing tourism industry. This
allows for diversification of the economy to one more balanced between goods
producing firms and service producing companies. The Wheeling MSA, which
encompasses a major portion of the bank's lending activities is experiencing
modest growth. The United States Chamber of Commerce has projected an increase
in the number of manufacturing jobs in this MSA up to the year 2000;
projecting employment to increase by 26.4 percent over the same time period.
In summary, the number of jobs produced in this regional economy have
increased over the past few years. Unemployment is down from past years,
although it still remains at a point above the national and state level. For
the short term the outlook is for a modest but healthy growth to continue.
Given the historical experience of economic difficulties that have prevailed
in this region, unemployment and growth have been less favorable than the
national averages. The region has also seen a decline in population and
number of households as well as an increase in the average age of its
population. As previously noted, several of these trends have begun to
improve over the past several years; however, should unsatisfactory trends
continue to persist, effects on the bank's loan demand, as well as the overall
asset quality, could be adversely affected.

In addition to the Upper Ohio Valley in the northern part of the
state, the bank also has a presence in Upshur County, which is located in the
central section of West Virginia, approximately 150 miles from the bank's
major area of concentration and located in an area not a part of a
Metropolitan area. Employment and population trends over the past few years
have been somewhat erratic; however, overall trends in these areas have been
positive. Per Capita income has historically been below both national and
state levels. Service industries comprise the largest segment of employment
in this region, with timber

page 5
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and state and local government making up the next two highest categories.
With the recent location of the fingerprinting identification operation of the
Federal Bureau of Investigation, the economy of central West Virginia has
taken a significant step forward. To capitalize on this business opportunity,
Progressive Bank, N.A. - Buckhannon opened a full-service branch facility with
a 24 hour automated teller machine (ATM) and drive thru facility in April,
1996. The positioning of this branch facility, in what is considered to be
the retail hub of Lewis county is expected to enhance the deposit growth and
lending opportunities of the Bank. Due to the consistency of economic trends
experienced over the past several years, the risks associated with the
concentration of loans in this region are considered to be normal.

The operations of the Holding Company focus primarily on the
management of its subsidiary banks. Progressive Bank, N.A. operates in and
about Wheeling, Ohio County, West Virginia and Wellsburg, Brooke County, West
Virginia. The Wellsburg branch office in Wellsburg, West Virginia is located
approximately 12.5 miles north from Wheeling. Ohio County, West Virginia
adjoins Brooke County, West Virginia. The Moundsville branch office is
located in Moundsville, Marshall County, West Virginia. Marshall County, West
Virginia adjoins Ohio County and is approximately 12 miles south of
Wheeling, West Virginia. Progressive Bank, N.A.-Buckhannon operates in and
about Buckhannon, Upshur County, West Virginia. Buckhannon is located
approximately 152 miles from Wheeling. The Weston branch office of
Progressive Bank, N.A. - Buckhannon, located in Weston, West Virginia, is
approximately 13 miles from Buckhannon. Weston, West Virginia is
approximately 139 miles from Wheeling. Progressive Bank, N.A. - Bellaire
operates in and about Bellaire, Belmont County, Ohio. Bellaire is located
approximately 6 miles from Wheeling.

Competition involving the Holding Company is generally felt at the
subsidiary level. All phases of the banks' business are highly competitive.
As of December 31, 1996 there were 6 commercial banks and 1 federally
chartered savings and loan association operating in Wheeling in competition
with Progressive Bank, N.A. In the Wellsburg area there was 1 commercial bank
with 1 office and 1 federally chartered savings and loan competing with the
Wellsburg branch office of Progressive Bank, N.A. In the Moundsville area
there were 2 commercial banks and 1 federally chartered savings and loan
competing with the Moundsville branch office. In the Buckhannon area there
were 3 commercial banks competing with Progressive Bank, N.A.-Buckhannon.
There were 3 commercial banks located in the Weston area. In the Bellaire
area there was 1 commercial bank and 2 federally or state chartered savings
and loan associations. These entities, along with insurance companies, small
loan companies, credit unions and the like compete with respect to their
lending activities and also in attracting demand and time deposits, NOW
accounts and money market funds. A comparison of total deposits and total
assets indicates that Progressive Bank, N.A., Wheeling, ranks 5th in the
Wheeling area, 3rd in the Wellsburg area, and 4th in the Moundsville area
among the commercial banks and savings and loan associations. Progressive
Bank, N.A. - Buckhannon ranks 4th in the Buckhannon area and 4th in Weston,
and Progressive Bank, N.A. - Bellaire ranks 4th in the Bellaire area.

The overall picture for the West Virginia economy and all banks' service
area remains very optimistic. Employment and real income gains in 1996 have
been strong and the unemployment rate is down. The outlook for 1997 through
1998 calls for sustained employment and real income growth in the 1.75 to 2.25
percent range. This growth is somewhat slower than that recorded during the
1995-1996 period, but well above the growth ranges of the 1980's. Management
anticipates the economic projections will continue to promote steady
manageable growth while sustaining normal profitable operations.

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The Holding Company is subject to the provisions of the Federal Bank
Holding Company Act of 1956, as amended, and to the supervision of the Board
of Governors of the Federal Reserve System. The Bank Holding Company Act
requires the Holding Company to secure the prior approval of the Federal
Reserve Board before it can acquire all or substantially all of the assets of
any bank, or acquire ownership or control of any voting shares of any bank,
if, after such acquisition, it would own or control 5% or more of the voting
shares of such bank. Similarly, a bank holding company is prohibited under
the Act from engaging in, or acquiring direct or indirect control of 5% or
more of the voting shares of any company engaged in non-banking activities
unless the Federal Reserve Board, by order or regulation, has found such
activities to be so closely related to banking or managing or controlling
banks as to be a proper incident thereto. In making determinations as to
permitted non-banking activities, the Federal Reserve Board considers whether
the performance of these activities by a bank holding company would offer
benefits to the public which outweigh possible adverse effects. As a bank
holding company, the Holding Company is required to file with the Federal
Reserve Board an annual report and any additional information that the Federal
Reserve Board may require pursuant to the Bank Holding Company Act. The
Federal Reserve Board also makes examinations of the Holding Company and its
non-banking subsidiaries. The Holding Company is also required to register
with the Office of the Commissioner of Banking of West Virginia and file
reports as requested. The Commissioner has the power to examine the Holding
Company and its subsidiaries.

The Holding Company is also deemed an "affiliate" of its subsidiary
banks under the Federal Reserve Act which imposes certain restrictions on
loans between the Holding Company and its subsidiary banks, investments by the
subsidiaries in the stock of the Holding Company, on the taking of stock of
the Holding Company by the subsidiaries as collateral for loans to any
borrower, on purchases by the subsidiaries of certain assets from the Holding
Company, and the payment of dividends by the subsidiaries to the Holding
Company.

The Federal Reserve Board permits bank holding companies, subject to
certain limitations, to engage in certain non-banking activities that are
closely related to banking or managing or controlling banks. Some permitted
non-banking activities include: making or acquiring, for its own account or
the account of others, loans and other extensions of credit; operating as an
industrial bank, or industrial loan company, in the manner authorized by state
law; servicing loans and other extensions of credit; performing or carrying on
any one or more of the functions or activities that may be performed or
carried on by a trust company in the manner authorized by federal or state
law; acting as an investment or financial advisor; leasing real or personal
property; making equity or debt investments in corporations or projects
designed primarily to promote community welfare, such as the economic
rehabilitation and the development of low income areas; providing bookkeeping
services or financially oriented data processing services for a holding
company and its subsidiaries; acting as an insurance agent or a broker, to a
limited extent, in relation to insurance directly related to an extension of
credit; acting as an underwriter for credit life insurance which is directly
related to extensions of credit by the bank holding company system; providing
courier services for certain financial documents; providing management
consulting advice to nonaffiliated banks; selling retail money orders having a
face value of not more than $1,000.00, traveler's checks and U.S. savings
bonds; performing appraisals of real estate; arranging commercial real estate
equity financing under certain limited circumstances; providing securities
brokerage services related to securities credit activities; underwriting and
dealing in government obligations and money market

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instruments; providing foreign exchange advisory and transactional services;
and acting under certain circumstances, as futures commission merchant for
nonaffiliated persons in the execution and clearance on major commodity
exchanges of future contracts and options. The Holding Company does not
engage in any non-banking activity, and it does not have a specific intention
to enter into such activities in the future.

Federal Reserve Board approval is required before the Holding Company
or a non-bank subsidiary of the Holding Company may begin to engage in any
permitted non-banking activity. The Federal Reserve Board is empowered to
differentiate between activities which are initiated by a bank holding company
or a subsidiary and activities commenced by acquisition of a going concern.

The operations of the Holding Company's subsidiary banks, being
national banks, are subject to the regulations of a number of regulatory
agencies including the regulations of a number of regulatory authorities
including the Office of the Comptroller of the Currency, the Board of
Governors of the Federal Reserve System and the applicable state Departments
of Banking. Representatives of the Comptroller of the Currency regulate and
conduct examinations of the subsidiary banks. The subsidiary banks are
required to furnish regular reports to the Comptroller of the Currency and the
Federal Deposit Insurance Corporation. The Comptroller of the Currency has
the authority to prevent national banks from engaging in an unsafe or unsound
bank practice and may remove officers or directors. It may be noted that the
subsidiary banks of a bank holding company are subject to certain restrictions
imposed by the banking laws on extensions of credit to the bank holding
company or other subsidiaries.

Being a West Virginia corporation, the Holding Company is also subject
to the corporate laws of the State of West Virginia as set forth in the West
Virginia Corporation Act.

The Financial Institutions Reform, Recovery, and Enforcement Act
("FIRREA") was enacted in August, 1989. This legislation created a new
liability as a depository institution insured by the Federal Deposit Insurance
corporation, ("the FDIC"), can be held liable for any loss incurred by, or
reasonably expected to be incurred by, the FDIC after August 9, 1989 in
connection with (i) the default of a commonly controlled FDIC-insured
depository institution or (ii) any assistance provided by the FDIC to a
commonly controlled FDIC-insured depository institution in danger of default.
Default is defined generally as the appointment of a conservator or receiver
and "in danger of default" is defined generally as the existence of certain
conditions indicating that default is likely to occur in the absence of
regulatory assistance.

Capital Requirements

The Federal Reserve Board and the Office of the Comptroller of the
Currency require a minimum "tier 1" capital to be at least 3% of total assets
("Leverage Ratio"). For all but the most highly rated banks, the minimum
Leverage Ratio requirement will be 4% to 5% of total assets. Tier 1 capital
consists of: (i) common stockholders' equity, noncumulative perpetual
preferred stock and minority interests in consolidated subsidiaries; (ii)
minus intangible assets (other than certain purchased mortgage and credit card
servicing rights); and (iii) minus certain losses, and minus investments in
certain securities of subsidiaries.

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In addition, each national bank also must maintain a "tier 1 risk-
based capital ratio" of 4%. The "tier 1 risk-based capital ratio" is defined
in OCC regulations as the ratio to tier 1 capital to "risk-weighted assets".
A bank's total risk-weighted assets are determined by: (i) converting each of
its off-balance sheet items to an on-balance sheet credit equivalent amount;
(ii) assigning each on-balance sheet asset and the credit equivalent amount of
each off-balance sheet item to one of the five risk categories established in
the OCC regulations; and (iii) multiplying the amounts in each category by
the risk factor assigned to that category. The sum of the resulting amounts
constitutes total risk-weighted assets.

Each national bank is also required to maintain a "total risk-based
capital ratio" of at least 8%. The "total risk-based capital ratio" is defined
in the OCC regulations as the ratio of total qualifying capital to risk-
weighted assets (as defined before). Total capital, for purposes of the
risk-based capital requirement, consists of the sum of tier 1 capital
(as defined for purposes of the Leverage Ratio) and supplementary capital.
Supplementary capital includes such items as cumulative perpetual preferred
stock, long-term and intermediate-term preferred stock, term subordinated
debt and general valuation loan and lease loss allowances (but only in an
amount of up to 1.25% of total risk-weighted assets). The maximum amount of
supplementary capital that may be counted towards satisfaction of the total
capital requirement is limited to 100% of core capital. Additionally, term
subordinated debt and intermediate-term preferred stock may only be included
in supplementary capital up to 50% of tier 1 capital.

Capital requirements higher than the generally applicable minimum
requirements may be established for a particular national bank if the OCC
determines that the bank's capital is or may become inadequate in view of its
particular circumstances. Individual minimum capital requirements may be
imposed where a bank is receiving special supervisory attention, has a high
degree of exposure to interest rate risk, or poses other safety or soundness
concerns. Deficient capital may result in the suspension of an institution's
deposit insurance.

As of December 31, 1996, the subsidiaries of First West Virginia
Bancorp, Inc. had capital in excess of the applicable minimum requirements.

Federal Deposit Insurance Corporation Improvement Act of 1991

The Holding Company may also be subject to certain provisions of the
Federal Deposit Insurance Corporation Improvements Act of 1991 ("FDICIA").
FDICIA requires the Federal Reserve Board of Governors to adopt certain
regulations establishing safety and soundness standards for bank holding
companies. Many of the provisions of the regulation became effective in
December, 1993. Additional provisions will be implemented through the
adoption of regulation by various federal banking agencies.

Prompt Corrective Action

Under OCC regulations, any national bank that receives notice that it
is undercapitalized, significantly undercapitalized or critically
undercapitalized must file a capital restoration plan with the OCC addressing,
among other things, the manner in which the association will increase its
capital to comply with all applicable capital standards. Under the prompt
corrective action regulations adopted by the OCC, an institution will be
considered: (i) "well capitalized" if the institution has a total risk-based
capital ratio of 10% or greater, a tier 1 risk-based capital ratio of 6% or
greater, and Leverage Ratio of

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5% or greater (provided the institution is not subject to an order, written
agreement, capital directive or prompt corrective action to meet and maintain
a specified capital level for any capital measure); (ii) "adequately
capitalized" if the institution has a total risk-based capital ratio of 8% or
greater, a tier 1 risk- based capital ratio of 4% or greater, and a Leverage
Ratio of 4% or greater (3% or greater if the institution is rated composite 1
in its most recent report of examination); (iii) "undercapitalized" if the
institution has a total risk-based capital ratio of less than 8%, or a tier 1
risk-based capital ratio of less than 4%, or a Leverage Ratio of less than 4%
(3% if the institution is rated composite 1 in its most recent report of
examination); (iv) "significantly undercapitalized" if the institution has a
total risk-based capital ratio of less than 6%, or a tier 1 risk-based capital
ratio of less than 3%, or a Leverage Ratio that is less than 3%; and (v)
"critically undercapitalized" if the institution has a ratio of tangible
equity to total assets that is less than 2%. The regulations also permit the
OCC to determine that an institution should be placed in a lower category
based on the existence of an unsafe and unsound condition or on other
information, such as the institution's examination report, after written
notice.

The degree of regulatory intervention mandated by FDICIA and the
prompt corrective action regulations are tied to a national bank's capital
category, with increasing scrutiny and more stringent restrictions being
imposed as a bank's capital declines. The prompt corrective actions specified
by FDICIA for undercapitalized banks include increased monitoring and periodic
review of capital compliance efforts, a requirement to submit a capital
restoration plan, restrictions on dividends and total asset growth, and
limitations on certain new activities (such as opening new branches and
engaging in acquisitions and new lines of business) without OCC approval.
Banks that are significantly undercapitalized or critically undercapitalized
may be required to raise additional capital so that the bank will be
adequately capitalized or be acquired by, or combined with, another bank if
grounds exist for appointing a receiver. Further, the OCC may restrict such
banks from (i) entering into any material transaction without prior approval
of the OCC; (ii) making payments on subordinated debt; (iii) extending
credit for any highly leveraged transaction; (iv) making any material change
in accounting methods; (v) engaging in certain affiliate transactions; (vi)
paying interest on deposits in excess of the prevailing rates of interest in
the region where the institution is located; (vii) paying excess compensation
or bonuses; and (viii) accepting deposits from correspondent depository
institutions. In addition, the OCC may require that such banks; (a) hold a
new election for directors, dismiss any director or senior executive officer
who held office for more than 180 days immediately before the institution
became undercapitalized, or employ qualified senior executive officers; and
(b) divest or liquidate any subsidiary which the OCC determines poses a
significant risk to the institution.

Any company which controls a significantly undercapitalized national
bank may be required to (i) divest or liquidate any affiliate other than an
insured depository institution; or (ii) divest the bank if the OCC determines
that divestiture would improve the bank's financial condition and future
prospects. Generally a conservator or receiver must be appointed for a
critically undercapitalized bank no later than 90 days after the bank becomes
critically undercapitalized, subject to a limited exception for banks which
are in compliance with an approved capital restoration plan and which the OCC
certifies as not likely to fail. Additionally, the OCC may impose such other
restrictions on a capital-deficient bank as the OCC deems necessary or
appropriate for the safety and soundness of the bank, its depositors and
investors, including limitations on investments and lending activities. The
failure by a bank to materially comply with an approved capital plan
constitutes an unsafe or unsound practice.

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Holding Company Guaranty

FDICIA and the regulations promulgated by the OCC pursuant thereto
also require any company that has control of an "undercapitalized" national
bank, in conjunction with the submission of a capital restoration plan by the
bank, to guarantee that the bank will comply with the plan and provide
appropriate assurances of performance. The aggregate liability of any such
controlling company under such guaranty is limited to the lesser of: (I) 5% of
the bank's assets at the time it became undercapitalized; or (ii) the amount
necessary to bring the bank into capital compliance at the time the bank fails
to comply with the terms of its capital plan.

Insurance of Deposits

The subsidiary bank's deposits are insured by the FDIC through the
Bank Insurance Fund ("BIF") up to a maximum of $100,000 for each insured
depositor. The insurance premium payable by each BIF member is based on the
institution's assessment base (generally total deposit accounts subject to
certain adjustments). The premiums are paid quarterly based on semiannual
assessments. The FDIC promulgated regulations establishing a risk-based
assessment system for each semiannual period commencing with the first
semiannual payment yearly.

Under the risk-based assessment system, each institution is assigned
to one of three capital groups and to one of three supervisory subgroups for
purposes of determining an assessment rate. The capital group is determined
by the institution's regulatory capital position. The supervisory subgroup
assignments are based on a determination by the FDIC's Director of the
Division of Supervision. Institutions may request a review of the supervisory
subgroup assignment. Under this formula, well-capitalized institutions
classified as Subgroup "A" (financially sound institutions with only a few
minor weaknesses) will pay the most favorable assessment rate while
undercapitalized institutions classified as Subgroup "C" (institutions which
pose a substantial probability of loss to the Bank Insurance Fund (BIF) unless
corrective action is taken) will pay the least favorable assessment rate.

Effective August 8, 1995, the FDIC Board established a process for
increasing and lowering all rates for BIF institutions semiannually, if
conditions warrant a change. Under this new system, the Board will have the
flexibility to adjust the entire BIF assessment rate schedule twice a year,
but only within a range of 5% above or below the premium schedule adopted,
without first having to seek public comment. Any adjustments above or below
the 5% range requires public comment, prior to adjusting the assessment rate
schedule.

During 1995, the FDIC Board of Directors reduced the assessment rates
to BIF insured financial institutions. On August 8, 1995, the FDIC Board of
Directors voted to reduce the deposit insurance premiums paid by most BIF
members as a result of achieving the designated reserve level of 1.25% of
insured deposits. These assessment rates for BIF institutions were effective
as of June 1, 1995, and range from .04% to .31% depending upon the assessment
category into which the insured institution is placed. Under this assessment
rate schedule for institutions in the BIF, the best rated institutions paid
an annual rate of four cents per $100 of domestic deposits, which was down
from the 23 cents per hundred in effect prior to June 1, 1995. The weakest
institutions continued to pay the 31 cents per $100 of domestic deposits. On
November 14, 1995, the FDIC Board of Directors again reduced the insurance
premiums paid on deposits by BIF members. Assessment rates were lowered by 4%
from the rates in effect at June 1, 1995, and were effective as of the first
semiannual period in 1996. The new assessment rates ranged from 0% to 27%,
subject to the statutory requirement that all BIF institutions pay at least
$2,000 annually for FDIC insurance. Under this assessment rate schedule, the
best rated institutions would pay the statutory annual minimum of $2,000,
while the weakest institutions would pay an annual rate of 27 cents per $100
of domestic deposits.

page 11
<PAGE>

On November 26, 1996, the FDIC Board of Directors voted to retain the
BIF assessment schedule of 0% to 27% for the first semi annual period of 1997.
The Board also eliminated the $2,000 minimum annual assessment. In connection
with the elimination of the mandatory minimum assessments, the Board decided
to refund the minimum assessment of $500 paid by certain BIF insured
institutions for the fourth quarter of 1996. In addition, the FDIC Board of
Directors voted to collect an additional assessment (termed the FICO
assessment) against BIF-assessable deposits as a result of the enactment of
the Deposit Insurance Funds Act of 1996. The Deposit Insurance Funds Act of
1996 authorized the Financing Corporation (FICO) to impose periodic
assessments on depository institutions that are BIF members in order to spread
the cost of interest payments on outstanding FICO bonds over a larger number
of institutions. Prior to enactment of this law, the Savings Association
Insurance Fund (SAIF) member institutions were entirely responsible for the
cost of funding these interest payments. The FICO assessment will fluctuate
based on a defined rate applied to deposits held in periods after the date of
legislation. The FICO assessment annual rate for BIF insured institutions is
approximately 1.29 basis points on BIF-assessable deposits and effective with
the first semiannual period of 1997.

Insurance on deposits may be terminated by the FDIC after notice and
hearing, upon a finding by the FDIC that a national bank has engaged in unsafe
or unsound practices, is in an unsafe or unsound condition to continue
operations, or has violated any applicable law, rule, regulation, order or
condition imposed by, or written agreement with, the FDIC. Additionally, the
FDIC may temporarily suspend insurance on new deposits received by a national
bank that has no tangible capital and no goodwill included in core capital.

(d) Income Taxes
------------

The Holding Company and its subsidiaries are required to file annual
income tax returns with the Internal Revenue Service ("IRS"). In addition,
the Holding Company and its West Virginia subsidiaries file income tax returns
in West Virginia. The Progressive Bank, N.A. - Bellaire, Bellaire, Ohio is
required to file a separate West Virginia income tax return based on a special
apportionment consisting of its income from West Virginia sources in relation
to its total income sources. The West Virginia tax code provides a special
allowance for exempt income arising from investments in certain governmental
obligations and residential real estate loans. The exemption percentage
applies to both West Virginia income tax and the business franchise tax
assessed on equity. Progressive Bank, N.A. - Bellaire is required to file
separate franchise returns in Ohio.

Under the current provisions of the Internal Revenue Code, the Holding
Company and its subsidiaries are required to pay their taxes based on the
higher of current rates or alternative minimum tax ("AMT") rates. The
alternative minimum tax computation generally includes the modification of
regular taxable income by increasing such amounts for differences in
depreciation methods, bad debt deductions in excess of actual experience, and
tax exempt income. The AMT rate on the adjusted income is 20% with available
carry-overs for the amount in excess of the regular tax. The Holding Company
and its subsidiaries have not been in the AMT position since its enactment.

Deferred tax assets and liabilities are provided for timing
differences between financial accounting and tax accounting. The major
component of the net deferred tax assets is the difference of the tax bad debt
reserve and the book bad debt reserve. At December 31, 1996, the subsidiary
banks had a book bad debt reserve of $1,160,302 and a tax bad debt reserve of
$404,071.

page 12
<PAGE>

(e) Monetary Policies
-----------------

The earnings of the Holding Company are dependent upon the earnings of
its wholly-owned subsidiary banks. The earnings of these subsidiary banks are
affected by the policies of regulatory authorities, including the Comptroller
of the Currency, the Board of Governors of the Federal Reserve System and the
Federal Deposit Insurance Corporation. The policies and regulations of the
regulatory agencies have had and will continue to have a significant effect on
deposits, loans and investment growth, as well as the rate of interest earned
and paid, and therefore will affect the earnings of the subsidiary banks and
the Holding Company in the future, although the degree of such impact cannot
accurately be predicted.

(f) Employees
---------

As of December 31, 1996, the Holding Company had 7 part-time
employees. As of December 31, 1996, the subsidiary banks of the Holding
Company had a total of 70 full-time employees and 16 part-time employees. No
employees are union participants or subject to a collective bargaining
agreement.

(g) Interstate Banking
------------------

The Bank Holding Company Act prohibits acquisition by the Holding
Company of 5% or more of the voting shares of, or interest in, all or
substantially all of the assets of any bank. Regulations in the state of West
Virginia permits the reciprocal interstate branching or acquisition of banks
and bank holding companies after July 1, 1997. Similarly, regulations in the
state of Ohio has permitted interstate acquisitions of banks and bank holding
companies since October 17, 1985. Many other states have adopted legislation
which would permit interstate acquisitions by their banks and bank holding
companies and which would also permit entry by West Virginia bank holding
companies. Such legislation, however, contains various restrictions and
conditions. Under this new legislation, interstate acquisitions will be
permitted in all states on July 1, 1995. Also, branching will be permitted in
all states on July 1, 1997 provided that a state doesn't opt out and restrict
interstate branching within their borders prior thereto.

(h) Securities Laws and Compliance
------------------------------

As of February 13, 1995, the Holding Company's common stock was
registered with the Securities and Exchange commission ("SEC") under the
Securities Exchange Act of 1934, as amended ("1934 Act"). This registration
will require ongoing compliance with the 1934 Act and its periodic filing
requirements as well as a wide range of Federal and State securities laws.
These requirements will include, but not be limited to, the filing of annual,
quarterly and other reports with the SEC, certain requirements as to the
solicitation of proxies from shareholders as well as other proxy rules, and
compliance with the reporting requirements and "short-swing" profit rules
imposed by section 16 of the 1934 Act. While compliance with these additional
rules and regulations will add to the complexity of the Holding company
operation, management of the Holding company believes that the added expense
and administrative burdens will be well offset by the increased visibility,
access to capital markets and other benefits which it has anticipated from
this registration.

page 13
<PAGE>

(i) Possible Acquisition of or Affiliations With Other Banks or Bank
----------------------------------------------------------------
Holding Companies
-----------------

The Board of Directors of the Company from time to time has had
exploratory discussions with other banks and bank holding companies with which
an affiliation might be desirable. While all such discussions have been quite
amicable, there are presently no understandings, agreements, or letters of
intent to affiliate. Undoubtedly, exploratory discussions with other banks
and bank holding companies will continue from time to time. The Board of
Directors of the Company remains committed to obtaining a high return on the
shareholders' investment, consistent with sound and prudent banking practices,
and believes that the acquisition of or affiliation with selected banks, bank
holding companies and permitted non-banking activities is a desirable means to
accomplish that objective. The Company has authorized but unissued shares of
stock which might be issued from time to time to raise additional capital or
for other bank affiliations or other corporate purposes.

The Board of Directors of the Holding Company prefers to remain
autonomous and presently has no plans to merge the Holding Company into a
larger bank holding company or to encourage an acquisition by a larger bank
holding company.

page 14
<PAGE>

(g) Statistical Information
--------------------------

The statistical information noted below is provided pursuant to Guide
3, Statistical Disclosure by Bank Holding Companies. Page references are to
the Annual Report to Shareholders for the year ended December 31, 1996, and
such pages are incorporated herein by reference.

1. Distribution of Assets, Liabilities
and Stockholders' equity; Interest Rates
and Interest Differential

a. Average Balance Sheets 5

b. Analysis of Net Interest Earnings 5

c. Rate Volume Analysis of Changes in
Interest Income and Expense 6

2. Investment Portfolio

a. Book Value of Investments 10

b. Maturity Schedule of Investments 11

c. Securities of Issuers Exceeding 10%
of Stockholders' Equity 12

3. Loan Portfolio

a. Types of Loans 13

b. Maturities and Sensitivity to Changes in
Interest Rates 14

c. Risk Elements
16

d. Other Interest Bearing Assets N/A

4. Summary of Loan Loss Experience 17, 18 ,19

5. Deposits

a. Breakdown of Deposits by Categories,
Average Balance and Average Rate Paid 5

b. Maturity Schedule of Time Certificates of
Deposit and Other Time Deposits of
$100,000 or more 20

6. Return on Equity and Assets 20

7. Short-Term Borrowings 21, 41

page 15
<PAGE>

Item 2 Properties
----------

The Holding Company and its subsidiary banks owned and/or leased
property as of December 31, 1996 as described below.

Progressive Bank, N.A. presently owns the land and building at 1701
Warwood Avenue, Wheeling, West Virginia where the bank's Warwood offices are
located. The two-story building has been totally renovated and has
approximately 15,500 square feet in total area. The office has three drive-in
facilities adjacent to the rear of the building and customer parking to the
north side of the building. A lot on North Seventeenth Street, southwest of
the building, is used for employee parking. A two-story home located at 1709
Warwood Avenue was purchased in 1985 for the purpose of providing rental
income and employee parking space. That property is currently used as office
space and is rented to a law firm under a month-to-month lease. Progressive
Bank, N.A. also owns a lot adjacent to the bank for future expansion.

Progressive Bank, N.A. also owns the building and approximately 50% of
the land at 875 National Road, Wheeling, West Virginia at which the Woodsdale
branch is located. The Woodsdale branch has expanded its one-story building
to a total of approximately 6,050 square feet in area in 1994. This expansion
was accomplished by the purchase of approximately 6,600 square feet of land
located immediately west of the existing bank office property in 1993. The
office has four drive-in facilities at the rear of the building and one
drive-in automatic teller machine in the front of the building. The remaining
portion of the land is leased to the bank until 2003 with 2 ten-year options
to renew.

Progressive Bank, N.A. also owns the Wellsburg branch office located
at 744 Charles Street, Wellsburg, West Virginia. This office is a 3 story
building with over 8,400 square feet of total area. This office includes an
on-premises drive-in facility.

Progressive Bank, N.A. has a license agreement to operate the
Moundsville supermarket branch office located at 1306 Lafayette Avenue,
Moundsville, West Virginia. The license is for a five year term commencing
December 1, 1994, with two five year options to renew.

Progressive Bank, N.A. - Bellaire owns the building and land located
at 426 34th Street, Bellaire, Ohio, including its drive-in facilities at the
rear of the building. The bank office is housed in a one-story building,
which includes office space in its basement for a total of 4,500 square feet
of office area. That bank also leases a lot adjacent to the parking lot from
the Holding Company.

The Holding Company also owns property located at 868 National Road,
Wheeling, West Virginia. The Holding Company acquired this property for
purposes of future expansion. The property is currently subject to a
commercial lease.

Progressive Bank, N.A. - Buckhannon purchased one of two parcels of
land and the building occupied by its full-service banking facility in
Buckhannon, West Virginia on January 14, 1988. The remaining parcel of land
is currently being leased, but the Holding Company has an option to buy the
property if it chooses to do so. The Buckhannon office is a one story
building with approximately 1,760 square feet of office area. The office has
3 drive-in facilities located at the rear of the building. On November 14,
1995, Progressive Bank, N.A. - Buckhannon entered into a lease agreement for
the land and building for its Weston branch office. The Weston branch office
is located at #10 Market Square Shopping Center, Weston, West Virginia. This
lease is for a period of five years commencing March 1, 1996, with three
successive five year options to renew.

The Holding Company does not have any encumbrances or capital leases
on its personal property.

page 16
<PAGE>

Item 3 Legal Proceedings
-----------------

The nature of the business of the Holding Company's subsidiaries
generates a certain amount of litigation involving matters arising in the
ordinary course of business. However, there are no proceedings now pending or
threatened before any court or administrative agency to which the Holding
Company or its subsidiaries are a party or to which their property is subject.

Item 4 Submission of Matters to Vote of Security Holders
-------------------------------------------------

No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this report.

page 17
<PAGE>

PART II

Item 5 Market for Registrant's Common Stock and Related Stockholder Matters
--------------------------------------------------------------------

As of December 31, 1996, the Holding Company had 408 shareholders of
record who collectively held 806,107 of the 2,000,000 authorized shares of the
Holding Company, par value $5.00 per share.

On February 13, 1995, the Holding Company's common stock was filed and
became effective under section 12(g) of the Securities and Exchange Act of
1934. On February 21, 1995, the Holding Company was approved for listing its
securities on the American Stock Exchange's Emerging Company Marketplace and
began trading under the symbol FWV.EC on March 8, 1995. The Holding Company
subsequently filed Form 8A to register its common stock under Section 12(b) of
the Securities and Exchange Act of 1934 which became effective on March 1,
1995. On June 16, 1995, the Holding Company was approved for listing its
securities on the American Stock Exchange primary list and began trading under
the symbol FWV on June 20, 1995.

Prior to March 8, 1995, the stock of the Holding Company was not
listed on any exchange, nor were there recognized markets for its stock.
However, local stock brokerage firms in Wheeling, West Virginia, attempted to
make a market in the stock of the Holding Company and other local banks and
bank holding companies by offering to purchase the stock as principal and then
reselling that stock at a slightly higher price to known shareholders or other
interested parties. Bid and ask prices were occasionally quoted in local
newspapers; however, the market-making efforts of these firms would not
constitute a listing on any securities exchange, nor were there sufficient
trades to indicate the existence of a regular public trading market.

The following table sets forth the high and low sales prices of the
common stock of the Holding Company as reported by the American Stock Exchange
for each full quarterly period since the Company's common stock was listed
with the American Stock Exchange.

Period Stock Prices
------------- ---------------
Low High
-------- --------
1996
-------------
4th Quarter $ 24.25 $ 25.25
3rd Quarter $ 21.38 $ 22.00
2nd Quarter $ 21.00 $ 22.00
1st Quarter $ 21.00 $ 21.88

1995
-------------
4th Quarter $ 21.00 $ 22.00
3rd Quarter $ 18.00 $ 21.75
2nd Quarter $ 15.13 $ 18.25

Dividends

The Holding Company has paid regular quarterly cash dividends since it
became a bank holding company in 1975, and assuming the ability to do so, it
is anticipated that the Holding Company will continue to declare regular
quarterly cash dividends. Total dividends declared and paid by the Holding
Company in 1996 were $.71 per share and $.51 per share for 1995.

page 18
<PAGE>

The following table sets forth annual dividend, net income and ratio of
dividends to net income of the Holding Company for 1996 and 1995. The values
stated have been adjusted for the four percent stock dividend to stockholders
of record on December 2, 1996; the two percent common stock dividend to
stockholders of record as of December 1, 1995, and the two-for-one stock split
effective April 15, 1994.

DIVIDEND HISTORY OF HOLDING COMPANY
-----------------------------------
(per share)
Ratio-
Dividends to
Dividend Net Income Net Income
---------- ------------ ------------

1996 .71 2.04 34.8%
1995 .51 1.82 28.0%
1994 .56 1.60 35.0%

The ability of the Holding Company to pay dividends will depend on the
earnings of its subsidiary banks and their financial condition, as well as
other factors such as market conditions, interest rates and regulatory
requirements. Therefore, no assurances may be given as to the continuation of
the Holding Company's ability to pay dividends or maintain its present level
of earnings. See Note 16 to the audited Consolidated Financial Statements for
a discussion on subsidiary dividends.

The common stock of the Holding Company is not subject to any redemption
provisions or restrictions on alienability. The common stock is entitled to
share pro rata in dividends and in distributions in the event of dissolution
or liquidation. There are no options, warrants, privileges or other rights
with respect to Holding Company stock at the present time, nor are any such
rights proposed to be issued.

Item 6 Selected Financial Data
-----------------------

Selected Financial Data on page 2 of the Annual Report to Shareholders
of First West Virginia Bancorp, Inc. for the year ended December 31, 1996,
included in this report as Exhibit 13.1, is incorporated herein by reference.

Item 7 Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations
----------------------

Management's Discussion and Analysis of Financial Condition and
Results of Operations on Pages 3 through 24 of the Annual Report to
Shareholders of First West Virginia Bancorp, Inc. for the year ended December
31, 1996, included in this report as Exhibit 13.1, is incorporated herein by
reference.

page 19
<PAGE>

Item 8 Financial Statements and Supplementary Data
-------------------------------------------

The report of independent auditors and consolidated financial
statements, included on pages 27 through 49 of the Annual Report to
Shareholders of First West Virginia Bancorp, Inc. for the year ended December
31, 1996, included in this report as Exhibit 13.1, are incorporated herein by
reference. Selected quarterly financial data included on page 25 of the
Annual Report to Shareholders of First West Virginia Bancorp, Inc. for the
year ended December 31, 1996, included in this report as Exhibit 13.1, is
incorporated herein by reference.

Item 9 Changes In and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure
--------------------

Not Applicable

page 20
<PAGE>
PART III

Item 10 Directors and Executive Officers of Registrant
----------------------------------------------

(a) Directors of the Registrant
---------------------------

The information required by Item 10 of FORM 10-K related to Directors of the
Registrant appears in the First West Virginia Bancorp, Inc.'s 1997 Proxy
Statement dated March 12, 1997 for Annual Meeting of Stockholders to be held
April 8, 1997, included in this report as Exhibit 99, is incorporated herein
by reference.

(b) Executive Officers of the Registrant
------------------------------------

The following table sets forth selected information about the
principal officers of the Holding Company.

TABLE

Name Age All Positions with Holding Company and Subsidiaries
- ------------------------------------------------------------------------------
George F. Beneke 83 Chairman of the Board of the Holding Company since
1979; Director of the Holding Company since 1973;
Director of Progressive Bank, N.A. since 1958;
Director of Progressive Bank, N.A.-Bellaire since
1988
- ------------------------------------------------------------------------------
Ronald L. Solomon 57 President and Chief Executive Officer of the
Holding Company since 1978; Vice Chairman of the
Board of Progressive Bank, N.A. since 1985; Chief
Executive Officer and Director of Progressive Bank,
N.A. since 1978; Vice Chairman of the Board and
Director of Progressive Bank, N.A.
- Buckhannon since 1986; Director of Progressive
Bank, N.A.
- Bellaire since 1988
- ------------------------------------------------------------------------------
Laura G. Inman 54 Vice Chairman of the Board of the Holding Company
since 1995; Senior Vice President of the Holding
Company 1993-1995; Senior Vice President of
Progressive Bank, N.A. since 1993; Director of the
Holding Company and Director of Progressive Bank,
N.A. since 1993.
- ------------------------------------------------------------------------------
Charles K. Graham 51 Executive Vice President of the Holding Company
since 1986; Vice President of the Holding Company
1979-1986; President of Progressive Bank, N.A.
since 1985; Executive Vice President of Progressive
Bank, N.A. 1979-1985; and Director of Progressive
Bank, N.A.- Buckhannon since 1986
- ------------------------------------------------------------------------------

page 21
<PAGE>

- ------------------------------------------------------------------------------
Beverly A. Barker 43 Senior Vice President and Treasurer of the Holding
Company since 1995; Senior Vice President,
Secretary and Treasurer of the Holding Company
1993-1995; Vice President, Secretary / Treasurer of
the Holding Company 1990-1993; Executive Vice
President, Cashier of Progressive Bank, N.A. since
1995; Vice President, Cashier and Secretary of
Progressive Bank, N.A. 1990-1995
- ------------------------------------------------------------------------------
Francie P. Reppy 36 Controller of the Holding Company since 1992;
Controller of Progressive Bank, N.A. since 1992
- ------------------------------------------------------------------------------
Connie R. Tenney 41 Vice President of the Holding Company since 1996;
President, Chief Executive Officer, Cashier and
Secretary of Progressive Bank, N.A.- Buckhannon
since 1995; Director of Progressive Bank, N.A.
- Buckhannon since 1990; Executive Vice President,
Cashier and Secretary of Progressive Bank, N.A.-
Buckhannon 1990-1995; Cashier and Secretary
1986-1990
- ------------------------------------------------------------------------------
David E. Yaeger 41 Vice President of the Holding Company since 1996;
President and Chief Executive Officer of
Progressive Bank, N.A.- Bellaire since 1994
- ------------------------------------------------------------------------------

With the exception of Connie R. Tenney, all the principal officers of
the Holding Company reside in or near Wheeling, West Virginia. Connie R.
Tenney resides near Buckhannon, West Virginia.

With the exception of Laura G. Inman, who has been employed by the
Holding Company since January, 1993, Francie P. Reppy, who has been employed
by the Holding Company since February, 1992, and David E. Yaeger, who has been
employed by the Holding Company since October, 1994, each of the executive
officers of the Holding Company has been employed as an officer or employee of
the Holding Company for more than 5 years. Laura G. Inman served as chairman
and president of Wellsburg Banking and Trust company of Wellsburg, West
Virginia from 1969, until that bank's merger into Progressive Bank, N.A. in
1993. Francie P. Reppy was previously employed by WesBanco Bank Wheeling and
held several positions within the Internal Audit Department from 1987 until
1992. David E. Yaeger was previously employed by Norwest Bank Minnesota, N.A.
from 1981 until 1994 and held several positions including Assistant Vice
President of Commercial Lending.

page 22
<PAGE>

Item 11 Executive Compensation
----------------------

EXECUTIVE COMPENSATION
----------------------
<TABLE>
<CAPTION>
NAME OF CAPACITIES IN WHICH CASH COMPENSATION
INDIVIDUAL SERVED
OF MEMBER IN YEAR SALARIES BONUS PROFIT OTHER ANNUAL
GROUP SHARING COMPENSATION
- ---------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C>
Ronald L. Solomon President and Chief Executive 1996 $ 99,996.00 $ 62,762.00 $15,769.50 $ 8,939.25(1)n
Officer of the Company; Vice
Chairman of Board of Directors & 1995 $ 99,492.00 $ 50,653.00 $14,680.30 $ 7,097.52(1)
CEO of Progressive Bank, N.A.;
and Vice Chairman of Progressive 1994 $ 97,500.00 $ 43,127.00 $12,875.52 $ 7,161.48(1)
Bank, N.A. - Buckhannon

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

All Executive -- 1996 $404,568.00 $165,600.00 $55,367.18 $26,314.54
Officers =========== =========== ========== ==========
as a Group (7)
-- 1995 $403,476.00 $143,300.00 $47,144.80 $22,372.31
=========== =========== ========== ==========

-- 1994 $355,458.00 $118,200.00 $40,486.29 $17,793.27
=========== =========== ========== ==========

</TABLE>

NOTE: (1) This amount includes the value of Mr. Solomon's membership to the
Wheeling Country Club and Fort Henry Club.

(2) This amount includes the value of Mr. Graham's membership to the
Wheeling Country Club.

The additional information required by Item 11 of FORM 10-K related to
Executive Compensation appears in the First West Virginia Bancorp, Inc.'s 1997
Proxy Statement dated March 12, 1997 for Annual Meeting of Stockholders to be
held April 8, 1997, included in this report as Exhibit 99, is incorporated
herein by reference.

page 23
<PAGE>

Item 12 Security Ownership of Certain Beneficial Owners and Management
-------------------------------------------------------------

The information required by Item 12 of FORM 10-K appears in the First
West Virginia Bancorp, Inc.'s 1997 Proxy Statement dated March 12, 1997 for
Annual Meeting of Stockholders held April 8, 1997, included in this report as
Exhibit 99, is incorporated herein by reference.

Item 13 Certain Relationships and Related Transactions
----------------------------------------------

The information required by Item 13 of FORM 10-K appears in the First
West Virginia Bancorp, Inc.'s 1997 Proxy Statement dated March 12, 1997 for
Annual Meeting of Stockholders held April 8, 1997, included in this report as
Exhibit 99, is incorporated herein by reference and in Note 11 of the Notes to
Consolidated Financial Statements appearing at Page 43 of the Annual Report to
Shareholders for the year ended December 31, 1996, included in this report as
Exhibit 13.1, and incorporated herein by reference.

page 24
<PAGE>

PART IV

Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8
------------------------------------------------------------

(a) Financial Statements Filed; Financial Statement Schedules
---------------------------------------------------------

The following consolidated financial statements of First West Virginia
Bancorp, Inc. and subsidiaries, included in the Annual Report to Shareholders
for the year ended December 31, 1996, are incorporated by reference in Item 8:

Exhibit 13.1
Page Number

Report of Certified Public Accountant.......................................27

Consolidated Balance Sheet (December 31, 1996 and December 31, 1995)........28

Consolidated Statements of Income (Years ended December 31, 1996,
1995 and 1994)..............................................................29

Consolidated Statements of Changes in Stockholders' Equity
(Years ended December 31, 1996, 1995 and 1994)..............................30

Consolidated Statements of Cash Flows (Years ended December 31, 1996,
1995 and 1994)..............................................................31

Notes to Consolidated Financial Statements
(Years ended December 31, 1996, 1995 and 1994).........................32 - 49

(b) Reports on Form 8-K
-------------------

No reports on Form 8-K were filed during the fourth quarter of 1996.

The exhibits listed in the Exhibit Index on page 27 of this FORM 10-K
are filed herewith or incorporated by reference.

page 25
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

First West Virginia Bancorp, Inc.
---------------------------------
(Registrant)

By: /s/
---------------------------------
Ronald L. Solomon
President and Chief Executive Officer/Director

Pursuant to the requirements of the Securities Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signatures Title Date
---------- ----- ----

/s/ President, Chief Executive March 12, 1997
- ------------------------- Officer and Director
Ronald L. Solomon

/s/ Controller March 12, 1997
- -------------------------
Francie P. Reppy

/s/ Director March 12, 1997
- -------------------------
George F. Beneke

/s/ Director March 12, 1997
- -------------------------
Sylvan J. Dlesk

/s/ Director March 12, 1997
- -------------------------
Thomas A. Noice

/s/ Director March 12, 1997
- -------------------------
Laura G. Inman

/s/ Director March 12, 1997
- -------------------------
James C. Inman, Jr.

/s/ Director March 12, 1997
- -------------------------
R. Clark Morton

/s/ Director March 12, 1997
- -------------------------
Karl W. Neumann

page 26
<PAGE>

EXHIBIT INDEX

The following exhibits are filed herewith and/or are incorporated herein by
reference.

Exhibit
Number Description
- ------- -----------
3.1 Certificate and Articles of Incorporation of First West Virginia
Bancorp, Inc. Incorporated herein by reference.

3.2 Bylaws of First West Virginia Bancorp, Inc.
Incorporated herein by reference.

10.1 Employment Contract dated January 2, 1997 between
First West Virginia Bancorp, Inc. and Ronald L. Solomon.
Filed herewith and incorporated herein by reference.

10.2 Employment Contract dated January 2, 1997 between
First West Virginia Bancorp, Inc. and Charles K. Graham.
Filed herewith and incorporated herein by reference.

10.3 Lease dated July 20, 1993 between Progressive Bank, N.A., formerly
known as "First West Virginia Bank, N.A.", and Angela I. Stauver.
Incorporated herein by reference.

10.4 Lease dated March 26, 1992 between First West Virginia Bancorp, Inc.
and the estate of Thomas L. Stockert, Jr., and the Tom Stockert
Corporation. Incorporated herein by reference.

10.5 Lease dated February 1, 1989 between First West Virginia Bancorp,
Inc. and Progressive Bank, N.A. -Bellaire, formerly known as
"Farmers and Merchants National Bank in Bellaire." Incorporated
herein by reference.

10.6 Banking Services License Agreement dated October 26, 1994 between
Progressive Bank, N.A., formerly known as "First West Virginia Bank,
N.A.", and The Kroger Co. Incorporated herein by reference.

10.7 Lease dated November 14, 1995 between Progressive Bank, N.A.
- Buckhannon and First West Virginia Bancorp, Inc. and O. V. Smith
& Sons of Big Chimney, Inc. Incorporated herein by reference.

11.1 Statement regarding computation of per share earnings.
Filed herewith and incorporated herein by reference.

12.1 Statement regarding computation of ratios.
Filed herewith and incorporated herein by reference.

13.1 Annual Report to Shareholders, as listed in Part II, Item 8
Filed herewith and incorporated herein by reference.

13.2 Management's Report on Financial Statements
Filed herewith and incorporated herein by reference.

22.1 Subsidiaries of the Holding Company.
Filed herewith and incorporated herein by reference.

24 Consent of S.R. Snodgrass, A.C.
Filed herewith and incorporated herein by reference.

27 Financial Data Schedule

99 Proxy statement for the Annual Shareholders meeting to be held
April 8, 1997
Filed herewith and incorporated herein by reference.

page 27

<PAGE>

EMPLOYMENT CONTRACT RONALD L. SOLOMON

EXHIBIT 10.1

Employment Contract dated January 2, 1997 between First West
Virginia Bancorp, Inc. and Ronald L. Solomon

page 28
<PAGE>
EMPLOYMENT AGREEMENT

THIS AGREEMENT made in duplicate on this 2nd day of January, 1997
between FIRST WEST VIRGINIA BANCORP, INC., a West Virginia corporation,
(Bancorp), and RONALD L. SOLOMON, (Executive).

W I T N E S S E T H :

WHEREAS, Bancorp is desirous of employing Executive in the capacity
hereinafter stated, and Executive is desirous of entering into the employ of
Bancorp and its subsidiaries in such capacity, for the period and on the terms
and conditions set forth herein:
NOW THEREFORE, in consideration of the premises and of the mutual
covenants and conditions herein contained, the parties hereto, intending to be
legally bound, do hereby agree as follows:

1. EMPLOYMENT
Bancorp does hereby employ Executive as its President and Chief
Executive Officer and Executive does hereby accept the employment as
President and Chief Executive Officer of Bancorp upon the terms herein
set forth.

Executive shall exercise (subject to the control of the Board of
Directors and Stockholders) a general supervision of the affairs of
Bancorp and its subsidiaries and shall devote his full business time
and attention to the business and affairs of Bancorp and its
subsidiaries and use his best efforts to promote the interests of
Bancorp and/or its subsidiaries.

Executive shall discharge his duties faithfully and to the best of his
ability, and generally shall perform all duties incident to the office
or offices, and such other duties as may be assigned to him by the
Board of Directors.

Executive shall hold such other office of offices in Bancorp or its
subsidiaries as the Board of Directors may elect or appoint him to and
perform the duties of such offices.

page 29
<PAGE>

2. TERM
Executive's employment hereunder shall be effective from and after the
date hereof and shall continue for three (3) years hereafter, unless
earlier terminated as provided herein.

3. COMPENSATION
In consideration for all services to be rendered by Executive to
Bancorp and any of its subsidiaries:
(a) Bancorp shall cause to be paid to Executive a salary of no less
than $102,996.00 per annum for a period of three years commencing
on the date hereof, payable in equal bi-weekly installments.
Prior to the first and second anniversaries hereof, the Board of
Directors shall review Executive's salary and make such
adjustments in the rate thereof as it shall deem appropriate.
All references herein to compensation to be paid to Executive are
to the gross amounts thereof which are due hereunder. Bancorp
shall cause to be deducted therefrom all taxes which may be
required to be deducted or withheld under any provision of the
law (including but not limited to Social Security payments and
income tax withholding) now in effect or which may become
effective anytime during the term of this Agreement. executive
may participate in any health (including medical and major
medical insurance), accident and disability insurance programs
which Bancorp may maintain for the benefit of Bancorp executive
employees.

4. TERMINATION
The term of this Agreement is three (3) years as above provided. In
the event of termination of the employment of Executive by Bancorp for
any reason other than a cause defined below, Executive shall be
entitled to the full compensation provided by this Agreement. In the
event of voluntary termination by the Executive, his compensation
shall cease on the effective date of such termination. As used
herein, the term "cause" shall mean:
(a) A willful and intentional act of Executive intended to inure or
having the effect of injuring the reputation, business or
business relationship of Bancorp;
(b) Any breach of any covenant contained in this Agreement by
Executive;
(c) Repeated or continuous failure, neglect or refusal to perform by
Executive of his duties hereunder;

page 30
<PAGE>

(d) Commission by Executive of any act or any failure by Executive to
act involving serious criminal conduct or moral turpitude or
which reflects materially and adversely on Bancorp.

5. CHANGE OF CONTROL OR DUTIES
If Executive terminates his employment following a Change of Control
or a Change of Duties, or if he terminates his employment following
both a Change of Control and a Change of Duties, he shall be entitled
to receive certain severance benefits,.
A Change of Duties is defined as:
(a) Any assignment of the Executive to any duties other than those
specified in this Agreement;
(b) Removal, without cause, of Executive from any position specified
in this Agreement;
(c) A reduction in his compensation or fringe benefits; or
(d) A change in the location of his employment without his consent
following a Change of Control.
A Change of Control is defined as:
(a) The acquisition by any person or group outside the present
Directors and their beneficial ownership of twenty percent (20%)
or more of the stock of Bancorp subsequent to the date of this
Agreement;
(b) The approval of Bancorp of an agreement for the merger of Bancorp
into another corporation not controlled by Bancorp;
(c) The entry by Bancorp into an Agreement for the sale of
substantially all of the assets of Bancorp to a Third party; or
(d) The approval by stockholders of a plan of liquidation of Bancorp.
In such event, Executive shall be entitled to payment of five(5) times
his then current annual base salary and to his incentive compensation
payments not yet received. He shall also be completely vested in any
supplemental retirement benefits then in existence, and any other
fringe benefits, including life, accident, disability, health and
dental insurance plans then in existence and, if applicable, at the
time of termination, use of an automobile maintained by Bancorp shall
be continued by Bancorp for three (3) years following the date of his
termination. If the employment of the Executive is terminated by
reason of disability, he shall continue to receive his base salary and
incentive

page 31
<PAGE>

compensation payments and shall remain eligible for participation of
any of Bancorp's life, accident disability, health and dental
insurance plans then in existence for (6) months from the time of his
disability.

6. INSURANCE
Bancorp, in its sole discretion, may apply for insurance in its own
name and for its own benefit covering executive for life, medical or
disability insurance, in any amount deemed advisable and Executive
shall have no right, title or interest therein. Executive shall
submit to any required examination and shall execute and assign and/or
deliver such application and policies necessary to effectuate such
insurance coverage.

7. NOTICES
All notices, requests, demands and other communication hereunder shall
be in writing, and shall be deemed to have been duly given if
personally delivered or mailed:
(a) If to Executive, addressed to him at 11 Timber View Drive,
Wheeling, WV 26003.
(b) If to Corporation, addressed to it at: Bancorp, P.O. Box 4075,
Wheeling, WV 26003, or to such other place as either party may
notify the other.

8. CONSTRUCTION OF AGREEMENT
This Agreement was executed by the parties in accordance with and
shall be governed and interpreted in accordance with the laws of West
Virginia.

9. BENEFITS AND BURDENS
This Agreement shall inure to the benefit of and be binding on
Bancorp, its successors and assigns, and any corporation which Bancorp
may merge or consolidate or to which Bancorp may sell substantially
all of its business and assets, and shall inure to the benefit of and
be binding on Executive, his executor, administrators, heirs and legal
representatives. Since Executive's duties and services hereunder are
special, personal and unique in nature, Executive may not transfer,
sell or otherwise assign his rights, obligations or benefits under
this Agreement.

10. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties
relating to the subject

page 32
<PAGE>

matter hereof and supersedes all previous discussions, negotiations
and agreements between the parties, whether written or oral, with
respect to the subject matter hereof. This Agreement cannot be
modified, ,altered or amended except by a writing, signed by
both parties.

11. SEVERABILITY
If any provision of this Agreement shall be held to be invalid or
unenforceable, such invalidity or enforceability shall not affect or
impair the validity or enforceability of the remaining provisions of
this Agreement, which shall continue to be bound thereby.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the year and date first above written.

/s/
--------------------------------------
RONALD L. SOLOMON

FIRST WEST VIRGINIA BANCORP, INC.
BY:/s/ George F. Beneke
---------------------------------------
ITS CHAIRMAN OF THE BOARD

page 33

<PAGE>
EMPLOYMENT CONTRACT CHARLES K. GRAHAM

EXHIBIT 10.2

Employment Contract dated January 2, 1997 between First West
Virginia Bancorp, Inc. and Charles K. Graham

page 34
<PAGE>
EMPLOYMENT AGREEMENT

THIS AGREEMENT made in duplicate on this 2nd day of January, 1997
between FIRST WEST VIRGINIA BANCORP, INC., a West Virginia corporation,
(Bancorp), and CHARLES K. GRAHAM, (Executive).

W I T N E S S E T H :

1. EMPLOYMENT
Bancorp does hereby employ Executive as its Executive Vice President
and Executive does hereby accept the employment as Executive Vice
President of Bancorp upon the terms herein set forth.

Executive shall hold such other office of offices in Bancorp or its
subsidiaries as the Board of Directors may elect or appoint him to and
perform the duties of such offices.

page 35
<PAGE>

2. TERM
Executive's employment hereunder shall be effective from and after the
date hereof and shall continue for three (3) years hereafter, unless
earlier terminated as provided herein.

3. COMPENSATION
In consideration for all services to be rendered by Executive to
Bancorp and any of its subsidiaries:
(a) Bancorp shall cause to be paid to Executive a salary of no less
than $72,096.00 per annum for a period of three years commencing
on the date hereof, payable in equal bi-weekly installments.
Prior to the first and second anniversaries hereof, the Board of
Directors shall review Executive's salary and make such
adjustments in the rate thereof as it shall deem appropriate.
All references herein to compensation to be paid to Executive are
to the gross amounts thereof which are due hereunder. Bancorp
shall cause to be deducted therefrom all taxes which may be
required to be deducted or withheld under any provision of the
law (including but not limited to Social Security payments and
income tax withholding) now in effect or which may become
effective anytime during the term of this Agreement. Executive
may participate in any health (including medical and major
medical insurance), accident and disability insurance programs
which Bancorp may maintain for the benefit of Bancorp executive
employees.

page 36
<PAGE>

(d) Commission by Executive of any act or any failure by Executive to
act involving serious criminal conduct or moral turpitude or
which reflects materially and adversely on Bancorp.

5. CHANGE OF CONTROL OR DUTIES
If Executive terminates his employment following a Change of Control
or a Change of Duties, or if he terminates his employment following
both a Change of Control and a Change of Duties, he shall be entitled
to receive certain severance benefits.
A Change of Duties is defined as:
(a) Any assignment of the Executive to any duties other than those
specified in this Agreement;
(b) Removal, without cause, of Executive from any position specified
in this Agreement;
(c) A reduction in his compensation or fringe benefits; or
(d) A change in the location of his employment without his consent
following a Change of Control.
A Change of Control is defined as:
(a) The acquisition by any person or group outside the present
Directors and their beneficial ownership of twenty percent (20%)
or more of the stock of Bancorp subsequent to the date of this
Agreement;
(b) The approval of Bancorp of an agreement for the merger of Bancorp
into another corporation not controlled by Bancorp;
The entry by Bancorp into an Agreement for the sale of
substantially all of the assets of Bancorp to a Third party; or
(d) The approval by stockholders of a plan of liquidation of Bancorp.
In such event, Executive shall be entitled to payment of five(5)
times his then current annual base salary and to his incentive
compensation payments not yet received. He shall also be
completely vested in any supplemental retirement benefits then in
existence, and any other fringe benefits, including life,
accident, disability, health and dental insurance plans then in
existence and, if applicable, at the time of termination, use of
an automobile maintained by Bancorp shall be continued by Bancorp
for three (3) years following the date of his termination. If
the employment of the Executive is terminated by reason of
disability, he shall continue to receive his base salary and
incentive

page 37
<PAGE>

7. NOTICES
All notices, requests, demands and other communication hereunder shall
be in writing, and shall be deemed to have been duly given if
personally delivered or mailed:
(a) If to Executive, addressed to him at 44 Briarwood Drive,
Wheeling, WV 26003.
(b) If to Corporation, addressed to it at: Bancorp, P.O. Box 4075,
Wheeling, WV 26003, or to such other place as either party may
notify the other.

8. CONSTRUCTION OF AGREEMENT
This Agreement was executed by the parties in accordance with and
shall be governed and interpreted in accordance with the laws of West
Virginia.

10. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties
relating to the subject

page 38
<PAGE>

matter hereof and supersedes all previous discussions, negotiations
and agreements between the parties, whether written or oral, with respect to
the subject matter hereof. This Agreement cannot be modified, ,altered or
amended except by a writing, signed by both parties.

11. SEVERABILITY
If any provision of this Agreement shall be held to be invalid or
unenforceable, such invalidity or enforceability shall not affect or impair
the validity or enforceability of the remaining provisions of this Agreement,
which shall continue to be bound thereby.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the year and date first above written.

/s/
-------------------------------------
CHARLES K. GRAHAM

FIRST WEST VIRGINIA BANCORP, INC.

BY:/s/ George F. Beneke
-------------------------------------
ITS CHAIRMAN OF THE BOARD

page 39

<PAGE>
COMPUTATION OF PER SHARE EARNINGS

EXHIBIT 11.1

Statement Regarding Computation of Per Share Earnings

page 40
<PAGE>

Computation of Earnings Per Share
- ---------------------------------

The following formula was used to calculate the earnings per share, page 29,
Consolidated Statements of Income for the year ended December 31, 1996, 1995
and 1994, included in this report as Exhibit 13.1.

(Calculation) (Ratio)

Net Income / Weighted average shares of common stock outstanding for the
period = Earnings Per Share

December 31,
1996 1995 1994
---------- ---------- ----------
Weighted Average
Shares Outstanding 806,107 806,107 806,109

Net Income $1,643,994 $1,470,347 $1,287,713

Per Share Amount $2.04 $1.82 $1.60

No common stock equivalents exist, therefore primary and fully diluted
earnings per share are the same.

page 41

<PAGE>
COMPUTATION OF RATIOS

EXHIBIT 12.1

Statement Regarding Computation of Ratios
page 42
<PAGE>

Computation of Ratios
- ---------------------

The following formulas were used to calculate the ratios in Financial
Information and Supplementary Data, page 50, Selected Financial Data for the
years ended December 31, 1996, 1995, 1994, 1993 and 1992, included in this
report.

(Calculation)
Net Income / Weighted average shares of common stock outstanding for the
period = Earnings Per Share

<TABLE>
<CAPTION>
December 31,
1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>

Net Income $1,643,994 $1,470,347 $1,287,713 $1,192,614 $ 563,091

Weighted Average
Shares Outstanding 806,107 806,107 806,009 803,520 632,594

Per Share Amount $2.04 $1.82 $1.60 $1.48 $.89

</TABLE>

(Calculation)
Cash dividends/ Shares issued
= Cash dividends declared per share

<TABLE>
<CAPTION>
December 31,
1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>

Cash dividends $ 573,698 $ 410,525 $ 448,535 $ 410,130 $ $293,544

Shares issued 806,107 806,107 806,107 806,107 634,107

Per Share Amount $.71 $.51 $.56 $.51 $.46

</TABLE>

(Calculation)
Stockholders' Equity/ Shares issued
= Book Value per share

<TABLE>
<CAPTION>
December 31,
1996 1995 1994 1993 1992
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Stockholders' Equity $12,649,278 $11,709,207 $10,367,843 $9,755,475 $6,940,715

Shares issued 806,107 806,107 806,107 806,107 634,107

Per Share Amount $15.69 $14.53 $12.86 $12.10 $10.95

</TABLE>

page 43
<PAGE>

(Calculation)
Net Income / Total average assets
= Return on Average Assets

<TABLE>
<CAPTION>
(In thousands)
December 31,
1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net Income $ 1,644 $ 1,470 $ 1,288 $ 1,193 $ 563

Total Average Assets $ 137,810 $ 124,145 $ 117,996 $ 115,765 $ 92,491

Return on Average Assets 1.19% 1.18% 1.09% 1.03% .61%

</TABLE>

(Calculation)
Net Income / Average stockholders' equity
= Return on Average Equity

<TABLE>
<CAPTION>
(In thousands)
December 31,
1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>

Net Income $ 1,644 $ 1,470 $ 1,288 $ 1,193 $ 563

Total Average
Stockholders' Equity $ 12,186 $ 11,170 $ 10,253 $ 9,252 $ 6,783

Return on Average Equity 13.49% 13.16% 12.56% 12.89% 8.30%

</TABLE>

(Calculation)
Average Equity / Assets
= Average Equity to Average Assets

<TABLE>
<CAPTION>
(In thousands)
December 31,
1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Total Average
Stockholders' Equity $ 12,186 $ 11,170 $ 10,253 $ 9,252 $ 6,783

Total Average Assets $ 137,810 $ 124,145 $ 117,996 $ 115,765 $ 92,491

Average Equity
to Average Assets 8.84% 9.00% 8.69% 7.99% 7.33%

</TABLE>

page 44
<PAGE>

(Calculation)
Cash dividends per share / Net income per share
= Dividend Payout Ratio

<TABLE>
<CAPTION>
December 31,
1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Cash dividends
per share $.71 $.51 $.56 $.51 $.46

Net income per share $2.04 $1.82 $1.60 $1.48 $.89

Dividend Payout Ratio 34.80% 28.02% 35.00% 34.46% 51.69%

</TABLE>

(Calculation)
Loans/ Total deposits
= Loan to Deposit Ratio

<TABLE>
<CAPTION>
December 31,
1996 1995 1994 1993 1992
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Loans $ 80,416,680 $ 72,006,276 $ 61,667,148 $ 55,838,361 $ 47,914,203

Total deposits $125,271,069 $114,895,154 $105,730,236 $105,790,970 $ 86,758,759

Loan to Deposit Ratio 64.19% 62.67% 58.32% 52.78% 55.23%

</TABLE>

page 45

<PAGE>
ANNUAL REPORT TO SHAREHOLDERS

EXHIBIT 13.1

Annual Report to Shareholders

page 46
<PAGE>
(First West Virginia Bancorp logo)

ASSETS in millions

(bar graph belongs in this area)

61.7 65.5 83.0 85.7 88.1 91.1 94.9 116.2 116.7 128.0 144.5
- --------------------------------------------------------------------------
1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996

NET OPERATING INCOME in thousands

(bar graph belongs in this area)

386.2 491.9 567.7 580.9 684.4 483.4 563.1 1192.6 1287.7 1470.3 1644.0
- -------------------------------------------------------------------------------
1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996

DEPOSITS in millions

(bar graph belongs in this area)

56.0 59.4 75.5 77.9 79.8 82.6 86.8 105.8 105.7 114.9 125.3
- --------------------------------------------------------------------------
1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996

NET LOANS in millions

(bar graph belongs in this area)

35.0 42.1 48.3 45.3 48.7 49.6 47.2 54.9 60.7 70.9 79.3
- --------------------------------------------------------------------------
1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996

page 47
<PAGE>
First West Virginia Bancorp
P.O. Box 6671
Wheeling, WV 26003

Dear Shareholders,

I am pleased to present to you the record earnings performance
contained in the 1996 Annual Report of First West Virginia Bancorp, Inc.
Consolidated net income for 1996 was $1,643,994 or $2.04 per share, with a
return on average assets of 1.19% and a return on average equity of 13.49%.
Total assets increased 13% over the prior year to $144,545,710 at December 31,
1996. Total shareholders' equity increased to $12,649,278, an increase of 8%
over the prior year, with a book value per share of $15.69 at December 31,
1996.

During 1996, the Board of Directors declared and paid cash dividends
of $.71 per share, an increase of 39% over 1995. Additionally, on November
12, 1996 the Board of Directors declared a 4% stock dividend to shareholders
of record on December 2, 1996.

In April 1996, Progressive Bank, N.A. - Buckhannon opened a full
service branch in Weston, Lewis County, West Virginia. The Weston office is
located in the Market Square Shopping Center and includes a drive-in facility
and a MAC automated teller machine (ATM). With the opening of the Weston
office, First West Virginia Bancorp, Inc., through its three affiliate banks,
now operates 7 full service offices in West Virginia and Ohio. Also in April
1996, Progressive Bank, N.A. - Bellaire installed the first MAC ATM in the
City of Bellaire, Ohio.

I would like to take this opportunity to welcome two new directors to
the Progressive Bank, N.A. - Buckhannon Board of Directors: Judge William L.
Fury, counsel to the law firm of McNeer, Highland, and McCunn; and Margaret D.
Brown, Secretary/Treasurer of Weston Transfer, Inc. and Wes-Jak, Inc., and
President of Jack's Septic Service, Inc. We are pleased to have them as
directors at the subsidiary bank.

First West Virginia Bancorp, Inc. was built on a philosophy of safety
and soundness, service and commitment to our customers and strategic growth.
This philosophy has brought us to where we are today and will lead our
community banks into the future.

My sincere gratitude to our customers, shareholders, directors,
officers, and employees for their ongoing support, as the asset growth and
record earnings performance of First West Virginia Bancorp, Inc. for 1996
could not have been attained without them. As always, your comments and
suggestions are appreciated.

Sincerely,

/s/ Ronald L. Solomon

Ronald L. Solomon
President and Chief Executive Officer

page 48
<PAGE>

Table One
SELECTED FINANCIAL DATA
(In thousands, except per share data)
<TABLE>
<CAPTION>
First West Virginia Bancorp, Inc.

Years ended
December 31,
-------------------------------------------------------------
1996 1995 1994 1993 1992
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS
Total interest income $ 10,067 $ 8,937 $ 7,783 $ 8,054 $ 7,221
Total interest expense 3,925 3,421 2,868 3,319 3,668
Net interest income 6,142 5,516 4,915 4,735 3,553
Provision for loan losses 71 50 77 116 281
Total other income 550 720 725 666 405
Total other expenses 4,164 3,988 3,641 3,528 2,857
Income before income taxes 2,457 2,198 1,922 1,757 820
Net income 1,644 1,470 1,288 1,193 563

PER SHARE DATA (1)
Net income $ 2.04 $ 1.82 $ 1.60 $ 1.48 $ .89
Cash dividends declared (2) .71 .51 .56 .51 .46
Book value per share 15.69 14.53 12.86 12.10 10.95

AVERAGE BALANCE SHEET SUMMARY
Total loans, net $ 74,469 $ 66,058 $ 56,991 $ 56,264 $ 49,387
Investment securities 48,557 46,020 50,282 47,755 34,421
Deposits - Interest Bearing 112,768 100,488 95,980 94,852 76,334
Long-term debt - - 44 754 913
Stockholders' equity 12,186 11,170 10,253 9,252 6,783
Total Assets 137,810 124,145 117,996 115,765 92,491

BALANCE SHEET
Investments $ 50,440 $ 45,996 $ 45,551 $ 50,099 $ 37,393
Loans 80,417 72,006 61,667 55,838 47,914
Other Assets 13,689 9,953 9,445 10,303 9,620
--------- --------- --------- --------- ---------
Total Assets $ 144,546 $ 127,955 $ 116,663 $ 116,240 $ 94,927
========= ========= ========= ========= =========

Deposits $ 125,271 $ 114,895 $ 105,730 $ 105,791 $ 86,759
Repurchase Agreements 5,931 749 105 - -
Other Liabilities 695 602 460 694 1,227
Shareholders' Equity 12,649 11,709 10,368 9,755 6,941
--------- --------- --------- --------- ---------
Total Liabilities and
Shareholders' Equity $ 144,546 $ 127,955 $ 116,663 $ 116,240 $ 94,927
========= ========= ========= ========= =========
SELECTED RATIOS
Return on average assets 1.19% 1.18% 1.09% 1.03% .61%
Return on average equity 13.49% 13.16% 12.56% 12.89% 8.30%
Average equity to average assets 8.84% 9.00% 8.69% 7.99% 7.33%
Dividend payout ratio (1) (2) 34.80% 28.02% 35.00% 34.46% 51.69%
Loan to Deposit ratio 64.19% 62.67% 58.32% 52.78% 55.23%
</TABLE>

[FN]
(1) Adjusted for 4 percent common stock dividend to stockholders of record as
of December 2, 1996, a 2 percent common stock dividend to stockholders of
record as of December 1, 1995 and the two-for-one stock split effective
April 15, 1994.

(2) Cash dividends and the related payout ratio are based on historical
results of the Holding Company and do not include cash dividends of
acquired subsidiaries prior to the dates of consummation.

On January 4, 1993, the Holding Company acquired 100% of the Common Stock of
the Wellsburg Banking and Trust Company (Wellsburg) with a combination of cash
and securities. The acquisition was accounted for using the purchase method
of accounting. Accordingly, the results of operations of the former Wellsburg
Bank are included in the information presented above from the date of
acquisition forward, and prior year balance sheets have not been restated for
such transactions.

page 49
<PAGE>

First West Virginia Bancorp, Inc.
Management's Discussion and Analysis of the Financial Condition and
Results of Holding Company Operations
--------------------------------------------------------------------

First West Virginia Bancorp, Inc., a West Virginia corporation
headquartered in Wheeling, West Virginia commenced operations in July, 1973
and has three wholly-owned subsidiaries: Progressive Bank, N.A., which
operates in Wheeling, Wellsburg, and Moundsville, West Virginia; Progressive
Bank, N.A.-Buckhannon in Buckhannon, West Virginia; and Progressive Bank, N.A.
- - Bellaire in Bellaire, Ohio. At December 31, 1996, First West Virginia
Bancorp, Inc. reported approximately $144.5 million in assets, $80.4 million
in loans, $125.3 million in deposits and $12.6 million in Stockholder's
Equity. Following is a discussion and analysis of the significant changes in
the financial condition and results of operations of First West Virginia
Bancorp, Inc. (the Holding Company), and its subsidiaries for the years ended
December 31, 1996, 1995 and 1994. This discussion and analysis should be read
in conjunction with the Consolidated Financial Statements and the Notes,
thereto.

OVERVIEW

The Holding Company reported net income of $1,643,994 for the year
ended December 31, 1996 as compared to $1,470,347 and $1,287,713 for the years
ended December 31, 1995 and 1994. respectively. The 11.8% increase in
earnings during 1996 over 1995 can be primarily attributed to increased net
interest income, partially offset by increased operating expenses, increased
provision for loan losses and decreased noninterest income. Operational
earnings improved with net interest income increasing $625,768 or 11.3%, to
$6,141,649 for the year ended December 31, 1996 as compared to the same period
in 1995. The increase in net interest income during 1996 was primarily due to
the growth in the loan portfolio. Earnings increased 14.2% in 1995 as
compared to 1994 and can be attributed to increased net interest income, the
decreased provision for loan losses, and increased operating expenses. During
1994, earnings increased 8.0% over 1993 and can be attributed to increased
noninterest income and net interest income as well as the decreased provision
for loan losses. Earnings per share were $2.04 in 1996, an increase of 12.1%
over the $1.82 earned in 1995, after increasing 13.8% in 1995 over the $1.60
earned in 1994.

The return on average assets (ROA) measures the effectiveness of
asset utilization to produce net income. ROA increased in 1996 to 1.19%, up
from 1.18% in 1995, and 1.09% in 1994. The return on average equity (ROE)
measures the return on the stockholders' investment. The Holding Company's
ROE was 13.49% for the year ended December 31, 1996. This ratio compares
favorably over the 13.16% earned in 1995 and the 12.56% earned in 1994.

Total assets as of December 31, 1996 were $144,545,710 an increase
of 13.0% over the $127,955,182 reported at December 31, 1995. As of December
31, 1996, loans less the allowance for possible loan losses were $79,256,378,
an increase of 11.9% over the $70,857,584 reported at December 31, 1995. The
allowance for possible loan losses was 1.4% of loans at December 31, 1996
compared to 1.6% at December 31, 1995. Non-performing assets were $702,000 as
of December 31, 1996 compared to $508,000 at December 31, 1995. Total
deposits increased from $114,895,154 at December 31, 1995 to $125,271,069 at
December 31, 1996, primarily due to the increase in Time deposits.

Table One is a five year summary of Selected Financial Data of the
Holding Company. The sections that follow discuss in more detail the
information summarized in Table One.

page 50
<PAGE>

Earnings Analysis
Net Interest Income
- -------------------

The primary source of earnings for the Holding Company is net
interest income, which is the difference between interest earned on loans and
investments and interest paid on deposits and other liabilities. Changes in
the volume and mix of earning assets and interest bearing liabilities combined
with changes in market rates of interest greatly affect net interest income.
Tables Two and Three analyze the changes in net interest income for the three
years ended December 31, 1996, 1995 and 1994.

The net interest margin for the year ended December 31, 1996 was
4.9%, as compared to 4.9% and 4.6% earned during 1995 and 1994, respectively.
Net interest income increased $625,768 or 11.3%, during 1996 as compared to
1995. The increase in net interest income for the year resulted primarily due
to the increase in average earning assets, predominantly loans. Interest and
fees on loans and lease financing increased $772,538 or 12.7% in 1996 as
compared to 1995. The increase in the average volume of investment securities
also contributed to the increase in net interest income in 1996. Interest
income on investment securities increased $348,972 or 13.5% over 1995.
Interest expense increased $504,581 or 14.8% as compared to 1995 and was due
to the growth in interest bearing liabilities, primarily certificates of
deposits.

During 1995, net interest income increased $601,207 or 12.2% as
compared to 1994. The increase in net interest income resulted primarily due
to increased loan growth combined with the increase in the average rates
earned on loans. Interest and fees on loans and lease financing increased
$1,123,624 or 22.7% in 1995 as compared to 1994. Average volume decreases in
investment securities resulted in the overall decrease in interest earned on
investments in 1995. Interest income on investment securities decreased
$97,439 or 3.6% during 1995 as compared to 1994. Interest expense increased
$552,456 or 19.3% in 1995 as compared to 1994 primarily due to the rise in
rates paid on interest bearing liabilities. Net interest income increased
$179,330 or 3.8% in 1994 as compared to 1993. The increase in net interest
income resulted primarily from a continued decline in the average rates paid
on interest bearing deposit accounts, together with the payoff of long term
debt. Interest and fees on loans decreased $82,094 or 1.6% during 1994 as
compared to the same period in 1993 due to the continued decline in loan
rates. Lower market rates contributed to the decrease in the average yield of
the securities portfolio during 1994. Accordingly, interest income on
securities decreased $201,178 or 7.0% during 1994 as compared to the same
period in 1993. Average rates paid on interest bearing liabilities decreased
from 3.5% in 1993 to 3.0% in 1994.

Provision for Possible Loan Losses
- ----------------------------------

The provision for possible loan losses is an amount added to the
reserve against which loan losses are charged. Management determines an
appropriate provision based upon its evaluation of the size and the risk
characteristics of the loan portfolio, current and anticipated economic
conditions, specific problem loans and delinquencies, loan loss experience and
other related factors.

4
page 51
<PAGE>

Table Two
Distribution of Assets, Liabilities and Stockholders' Equity; Interest Rates
and Interest Differential

The following table presents an average balance sheet, interest earned on
interest bearing assets, interest paid on interest bearing liabilities,
average interest rates and interest differentials for the years ended December
31, 1996, 1995, and 1994. Average balance sheet information as of December
31, 1996, 1995, and 1994 was compiled using the daily average balance sheet.
Loan fees and unearned discounts were included in income for average rate
calculation purposes. Non-accrual loans were included in the average balance
computations; however, no interest was included in income subsequent to the
non-accrual status classification.

<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995 December 31, 1994
---------------------------- ---------------------------- ----------------------------
Average Average Average Average Average Average
Volume Interest Rate Volume Interest Rate Volume Interest Rate
-------- -------- ------- -------- -------- ------- -------- -------- -------
(expressed in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investment securities:
U.S. Treasury and other U. S.
Government agencies $ 42,203 $ 2,501 5.93% $ 39,411 $ 2,206 5.60% $ 44,188 $ 2,315 5.24%
Obligations of states and
political subdivisions 4,869 247 5.07% 4,666 248 5.32% 3,780 207 5.48%
Other securities 1,485 101 6.80% 1,943 122 6.28% 2,314 148 6.40%
Interest bearing deposits 1,556 81 5.21% 88 5 5.68% 234 8 3.42%
Federal funds sold 5,590 295 5.28% 4,835 287 5.94% 3,828 159 4.15%
Loans, net of unearned income 74,469 6,842 9.19% 66,058 6,069 9.19% 56,991 4,946 8.68%
-------- -------- ------- -------- -------- ------- -------- -------- -------
Total interest earning assets 130,172 10,067 7.73% 117,001 8,937 7.64% 111,335 7,783 6.99%

Cash and due from banks 4,000 3,747 3,361
Bank premises and equipment 3,313 2,928 2,648
Other assets 1,496 1,552 1,591
Allowance for possible loan losses (1,171) (1,083) (939)
-------- -------- --------
Total Assets $137,810 $124,145 $117,996
======== ======== ========

LIABILITIES
Certificates of deposit $ 45,579 $ 2,286 5.02% $ 36,080 $ 1,734 4.81% $ 29,441 $ 1,115 3.79%
Savings deposits 39,594 997 2.52% 42,326 1,152 2.72% 45,147 1,242 2.75%
Interest bearing demand deposits 23,880 515 2.16% 22,082 518 2.35% 21,392 506 2.37%
Federal funds purchased and
Repurchase agreements 3,715 127 3.42% 462 17 3.68% 44 2 4.55%
Long-term debt - - - - - - 44 3 6.82%
-------- -------- ------- -------- -------- ------- -------- -------- -------
Total interest bearing liabilities 112,768 3,925 3.48% 100,950 3,421 3.39% 96,068 2,868 2.99%
Demand deposits 12,128 11,387 11,031
Other liabilities 728 638 644
-------- -------- --------
Total Liabilities 125,624 112,975 107,743
SHAREHOLDERS' EQUITY 12,186 11,170 10,253
-------- -------- --------
Total Liabilities
and Shareholders' Equity $137,810 $124,145 $117,996
======== ======== ========
Net interest revenue as a percentage of
average earning assets $ 6,142 4.72% $ 5,516 4.71% $ 4,915 4.41%
======== ======= ======== ======= ======== =======
</TABLE>

The fully taxable equivalent basis of interest income from obligations of
states and political subdivisions has been determined using a combined Federal
and State corporate income tax rate of 40% for 1996, 1995, and 1994,
respectively. The effect of this adjustment is presented below (in thousands).

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Obligations of states and
political subdivisions:
Investment securities $ 4,869 $ 412 8.46% $ 4,666 $ 413 8.86% $ 3,780 $ 345 9.13%
Loans 74,469 6,912 9.28% 66,058 6,124 9.27% 56,991 4,986 8.75%
======== ======== ======= ======== ======== ======= ======== ======== =======
Total interest earning assets $130,172 $ 10,302 7.91% $117,001 $ 9,157 7.83% $111,335 $ 7,961 7.15%
======== ======== ======= ======== ======== ======= ======== ======== =======
Net interest revenue as a percentage
of average earning assets $ 6,377 4.90% $ 5,736 4.90% $ 5,093 4.57%
======== ======= ======== ======= ======== =======
</TABLE>

5
page 52
<PAGE>

Table Three
Rate Volume Analysis of Changes in Interest Income and Expense
(in thousands)

The effect on interest income and interest expense for the years ended
December 31, 1996, 1995, and 1994 due to changes in average volume and rate
from the prior year, is presented below. The effect of a change in average
volume has been determined by applying the average rate to the change in
volume. The change in rate has been determined by applying the average volume
in the earlier year by the change in rate. The change in interest due to both
rate and volume has been allocated to volume and rate changes in proportion to
the relationship of the absolute dollar amounts of change in each.

<TABLE>
<CAPTION>
1996 Compared to 1995 1995 Compared to 1994 1994 Compared to 1993
Increase (Decrease) Increase (Decrease) Increase (Decrease)
Due to Change in: Due to Change in: Due to Change in:
------------------------ ------------------------ ------------------------
Net Net Net
Average Increase Average Increase Average Increase
Volume Rate (decrease) Volume Rate (decrease) Volume Rate (decrease)
------ ------ ------ ------ ------ ------ ------ ------ ------
(expressed in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INTEREST INCOME FROM:
U.S. Treasury and other U. S.
Government agencies $ 156 $ 139 $ 295 $ (250) $ 141 $ (109) $ 124 $ (355) $ (231)
Obligations of states and
political subdivisions 11 (12) (1) 49 (8) 41 61 (25) 36
Other securities (29) 8 (21) (24) (2) (26) (29) 15 (14)
Interest bearing deposits 86 (11) 75 (5) 2 (3) 0 8 8
Federal funds sold 45 (36) 9 42 86 128 (30) 42 12
Loans, net of unearned income 773 0 773 787 336 1,123 65 (147) (82)
------ ------ ------ ------ ------ ------ ------ ------ ------
Total interest earned 1,042 88 1,130 599 555 1,154 191 (462) (271)

INTEREST EXPENSE ON:
Time deposits 456 96 552 251 368 619 (94) (117) (211)
Savings deposits (75) (80) (155) (77) (13) (90) 36 (170) (134)
Interest bearing demand deposits 42 (45) (3) 16 (4) 12 66 (130) (64)
Federal funds purchased and
Repurchase agreements 120 (10) 110 19 (4) 15 0 2 2
Long-term debt - - - (3) - (3) (44) 0 (44)
------ ------ ------ ------ ------ ------ ------ ------ ------
Total interest paid 543 (39) 504 206 347 553 (36) (415) (451)
------ ------ ------ ------ ------ ------ ------ ------ ------
Net interest differential $ 499 $ 127 $ 626 $ 393 $ 208 $ 601 $ 227 $ (47) $ 180
====== ====== ====== ====== ====== ====== ====== ====== ======
</TABLE>

Presented below is the effect on volume and rate variances of the adjustment of
interest income on obligations of states and political subdivisions to the
fully taxable equivalent basis using a combined Federal and State corporate
income tax rate of 40% for the years ended 1996, 1995, 1994, and 1993,
respectively.

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Obligations of states and
political subdivisions:
Investment securities $ 18 $ (19) $ (1) $ 81 $ (13) $ 68 $ 101 $ (41) $ 60
Loans 780 8 788 794 344 1,138 66 (158) (92)
======= ======= ======= ======= ======= ======= ======= ======= =======
Total interest earned $ 1,056 $ 89 $ 1,145 $ 638 $ 558 $ 1,196 $ 232 $ (489) $ (257)
======= ======= ======= ======= ======= ======= ======= ======= =======

Net interest differential $ 513 $ 128 $ 641 $ 432 $ 211 $ 643 $ 268 $ (74) $ 194
======= ======= ======= ======= ======= ======= ======= ======= =======
</TABLE>

6
page 53
<PAGE>

Provision for Possible Loan Losses - continued

For the year ended December 31, 1996, the provision for possible loan
losses was $70,600 compared to $49,600, and $76,800 at December 31, 1995 and
1994, respectively. Net charge offs for the period ended December 31, 1996
were $58,990, and for December 31, 1995 and 1994 were $(152,467), and $25,912,
respectively. Total non-performing loans, comprised of past due 90 days or
more, renegotiated loans, non-accrual loans, and other real estate owned were
$702,000 at December 31, 1996; $508,000 at December 31, 1995; and $608,000 at
December 31, 1994. The increased loan growth combined with the increase in
net charge-offs and in non-performing assets in 1996 has prompted the increase
in the provision for loan losses.

Non-Interest Income
- -------------------

Service charges represent the major component of noninterest income.
These charges are earned from assessments made on checking and savings
accounts. Service charges decreased $6,607 in 1996, down 1.8%, from 1995.
The decrease in service charges in 1996 were primarily due to a decrease in
charges assessed on deposit accounts. Income from service charges increased
$45,549 in 1995 over 1994, after increasing $9,658 in 1994 over 1993. The
increase in service charges in 1995 and 1994 were due to an increase in the
number of deposit accounts and an increase in the charges assessed on such
accounts.

Sales of investment securities by the subsidiary banks are generally
limited to the needs established under the liquidity policies. During 1996,
securities losses were $711 and were attributable to sales of securities
available for sale by a subsidiary bank. Securities gains of $170,075 and
$136,334 were realized in 1995 and 1994, respectively. All securities gains
in 1995 were attributable to the holding company's sales of marketable equity
securities available for sale. During 1994, the subsidiary banks accounted
for $4,210 of the securities gains, and the holding company's sales of
marketable equity securities accounted for $132,124.

Other operating income is comprised of fees from safe deposit box
rentals, sales of cashier's checks and money orders, utility collections, ATM
charges and card fees, home equity credit line fees, credit life commissions,
credit card fees and commissions and various other charges and fees related to
normal customer banking relationships. Other operating income was $185,342,
an increase of $7,743, or 4.4%, over 1995. The increase in other operating
income follows a decrease of $84,268, or 32.2% in 1995 compared to 1994.
During 1996, increases in fees earned for utility bill collections and ATM
cards combined with an increase in lease income on property owned by the
corporation, offset by a premium for lease servicing arising from the early
sale of equipment in 1995 primarily contributed to the increase in other
operating income. The decrease in other operating income during 1995 was
primarily due to a commission received for the administration and collection
of lease rental income for a leasing company in bankruptcy in 1994.

7
page 54
<PAGE>

Non-Interest Expense
- --------------------

Salary and employee benefits is the largest component of non-interest
expense. For the year 1996, salary and employee benefits increased $148,174
or 7.5% over the same period in 1995. During 1995, salary and employee
benefits increased $189,702 or 10.6% over 1994. The increase for 1996 was
primarily due to the hiring of additional personnel by a subsidiary bank for a
branch office which opened in April, 1996 and normal annual merit adjustments
in salaries. The increase in salary and employee benefits for 1995 resulted
from the hiring of additional personnel by a subsidiary bank for a supermarket
branch office which opened in December, 1994 and normal annual merit
adjustments.

The major components of other operating expenses include: stationery and
supplies, directors fees, postage and transportation, equipment expense,
advertising, insurance, and regulatory assessment and deposit insurance.
Other operating expenses decreased $5,881 or .3% in 1996 over 1995 and
increased $117,813 or 7.3% in 1995 over 1994. During 1996, the decrease in
other operating expenses was primarily due to the reduction in the Federal
Deposit Insurance Corporation (FDIC) insurance assessment and the decrease in
advertising expenses, offset in part by increased other expenses, equipment
expenses, and postage and transportation expenses. The regulatory assessment
and deposit insurance expenses decreased $117,457 or 63.5%, in 1996 over 1995,
and follows a decrease of $100,232 or 35.1% in 1995 over 1994. The opening of
a subsidiary bank branch office and the expanding asset base of the holding
company contributed to the increase in other expenses, equipment expenses and
postage and transportation expenses in 1996. The increase in other operating
expenses in 1995 can be primarily attributed to increases in other expenses,
stationery and supplies expenses, and advertising expenses. During 1995,
stationery and supplies expense and advertising expense increased primarily
due to the additional costs incurred with the name change of the three
subsidiary banks. The costs incurred in the registration of First West
Virginia Bancorp Inc.'s common stock with the Securities and Exchange
Commission and listing with the American Stock Exchange contributed to the
increase in other expenses in 1995.

Income Taxes
- ------------

Income tax expense for the period ended December 31, 1996 was $813,153,
an increase of $85,926 over 1995. The increase was primarily due to the
increase in pre-taxable income of $259,573. Components of the income tax
expense for December 31, 1996 were $704,222 for federal taxes and $108,931 for
West Virginia corporate net income taxes. Income tax expense for the period
ended December 31, 1995 increased by $93,362 over 1994. Increases in income
tax expense were primarily due to changes in pre-taxable income of $275,996 in
1995 over 1994.

For federal income tax purposes, tax-exempt income is based on qualified
state, county, and municipal bonds and loans. Tax-exempt income was $352,306
in 1996; $329,042 in 1995; and $270,909 in 1994. The state of West Virginia
recognizes tax-exempt income based on the average of certain investments and
loans held during the tax reporting period. Such items included as nontaxable
are federal obligations and securities, obligations of West Virginia and West
Virginia political subdivisions, investments of loans primarily secured by
liens or security agreements on residential property and other real estate in
the form of a mobile home, modular home or double- wide located in West
Virginia. Nontaxable West Virginia income attributable to the foregoing items
was approximately $1,025,000 in 1996; $925,000 in 1995; and $994,000 in 1994.

8
page 55
<PAGE>

Income Taxes - continued
- ------------

Federal income tax rates were consistent at 34% for the years ended
December 31, 1996, 1995 and 1994. West Virginia corporate net income tax
rates were 9.0%, in years 1996, 1995, and 1994. Additional information
regarding income taxes is contained in Note 7 to the Consolidated financial
statements.

Balance Sheet Analysis

Investments
- -----------
In total, investment securities increased by $4,444,707 or 9.7% from
$45,995,482 at December 31, 1995, to $50,440,189 at December 31, 1996 and
increased by $444,798 or 1.0% from $45,550,684 at December 31, 1994 to
$45,995,482 at December 31, 1995. The increase in investment securities at
December 31, 1996 was primarily the result of increased deposit growth. The
increase in investment securities at December 31, 1995 as compared to 1994
resulted primarily from the effect of the change in the carrying amount of
securities available for sale.

The investment portfolio is managed to attempt to achieve an optimum mix
of asset quality, liquidity and maximum yield on investment. The investment
portfolio is comprised of U.S. Treasury securities, U.S. Government
corporations and agencies securities, obligations of states and political
subdivisions, corporate debt securities, mortgage-backed securities and equity
securities. Taxable securities comprised 89.5% of total securities at
December 31, 1996, as compared to 89.8% at December 31, 1995. The corporation
does not have any issues in the investment portfolio which exceed 10% of
stockholders' equity as of December 31, 1996. Other than the normal risks
inherent in purchasing U.S. Treasury securities, U.S. Government corporation
and agencies securities, and obligations of states and political subdivisions,
i.e. interest rate risk, management has no knowledge of other market or credit
risk involved in these investments. The corporation does not have any high
risk hybrid/derivative instruments.

Effective January 1, 1994, the Holding Company adopted the provisions of
Statement of Financial Accounting Standards (FAS) No. 115 "Accounting for
Certain Investments in Debt and Equity Securities". Under FAS No. 115,
investment securities in the portfolio are classified as either available for
sale or held to maturity. FAS No. 115 requires banks to classify debt and
equity securities into one of three categories: held to maturity, available
for sale, or trading. The corporation does not currently conduct short term
purchase and sale transactions of investment securities which would be
classified as trading securities. The initial determination of investments
classified as available for sale was based principally on the corporation's
asset liability position and potential liquidity needs.

9
page 56
<PAGE>

Table Four
Investment Portfolio

Book values of investment securities at December 31, 1996 and 1995 are as
follows (in thousands):

December 31, December 31,
1996 1995
----------- -----------
Securities held to maturity:
U.S. Treasury securities and
obligations of U.S. Government
corporations and agencies $ 800 $ 800
Obligations of states
and political subdivisions 4,764 4,202
------- -------
Total held to maturity $ 5,564 $ 5,002
------- -------

Securities available for sale :
U.S. Treasury securities and
obligations of U.S. Government
corporations and agencies $39,495 $36,563
Obligations of states
and political subdivisions 507 511
Corporate debt securities 614 1,400
Mortgage-backed securities 3,741 2,039
Equity Securities 519 481
------- -------
Total available for sale 44,876 40,994
------- -------
Total $50,440 $45,996
======= =======

10
page 57
<PAGE>

Table Five
Investment Portfolio ( Continued)
(in thousands)

The maturity distribution using book value including accretion of discounts
and amortization of premiums (expressed in thousands) and approximate yield
of investment securities at December 31, 1996 and December 31, 1995 are
presented in the following table. Tax equivalent yield basis was used on tax
exempt obligations. Approximate yield was calculated using a weighted average
of yield to maturities.

<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995
--------------------------------------------- ----------------------------------------
Securities Securities Securities Securities
Held to Maturity Available for Sale Held to Maturity Available for Sale
-------------------- -------------------- -------------------- ------------------
Amount Yield Amount Yield Amount Yield Amount Yield
-------- ------ -------- ------ -------- ------ -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasury and other U.S.
Government Agencies
-------- -------- -------- -------- -------- -------- -------- --------
Within One Year $ - -% $ 6,714 5.74% $ - -% $ 11,236 4.95%
After One But
Within Five Years 800 5.02 29,280 6.27 800 5.02 20,505 5.93
After Five But
Within Ten Years - - 3,501 6.83 - - 4,822 6.54
After Ten Years - - - - - - - -
-------- -------- -------- -------- -------- -------- -------- --------
800 5.02 39,495 6.23 800 5.02 36,563 5.71

States & Political Subdivisions

Within One Year 200 7.57 - - 225 8.14 - -
After One But
Within Five Years 2,723 7.53 - - 1,883 7.36 - -
After Five But
Within Ten Years 1,678 7.89 507 7.58 2,094 7.70 262 7.49
After Ten Years 163 7.72 - - - - 249 7.57
-------- -------- -------- -------- -------- -------- -------- --------
4,764 7.66 507 7.58 4,202 7.57 511 7.53

Corporate Debt Securities

Within One Year - - 404 7.60 - - 770 7.97
After One But
Within Five Years - - 210 7.78 - - 518 7.43
After Five But
Within Ten Years - - - - - 112 7.62
After Ten Years - - - - - - -
-------- -------- -------- -------- -------- -------- -------- --------
- - 614 7.66 - - 1,400 7.74

Mortgage-Backed Securities - - 3,741 6.95 - - 2,039 8.01

Equity Securities - - 519 6.15 - - 481 6.26
-------- -------- -------- -------- -------- -------- -------- --------
Total $ 5,564 7.28% $ 44,876 6.32% $ 5,002 7.16% $ 40,994 5.92%
======== ======== ======== ======== ======== ======== ======== ========

</TABLE>

11
page 58
<PAGE>

Investments - continued
- -----------

Investment securities that are classified available for sale are
available for sale at any time based upon management's assessment of changes
in economic or financial market conditions. These securities are carried at
market value and the unrealized holding gains and losses, net of taxes, are
reflected as a separate component of stockholders' equity until realized.
Investment securities held to maturity are securities purchased with the
intent and ability to hold until their maturity. Securities classified as held
to maturity are carried at cost, adjusted for amortization of premiums and
accretion of discounts. In classifying debt securities as available for sale,
management generally selected securities with actual maturities of two years
or less. All other debt securities were classified as held to maturity. All
equity securities were classified as available for sale. Accordingly, the
presentation of investment securities on the Consolidated Balance Sheet shows
securities classified as available for sale and held to maturity as of
December 31, 1996 and 1995.

In November, 1995, the Financial Accounting Standards Board (FASB) issued
implementation guidance on accounting for investment securities on FAS No.
115. Effective November 15, 1995 the FASB permitted a one time opportunity
for financial institutions to reassess the appropriateness of the
classifications of all its investment securities. Financial institutions were
allowed to transfer securities from their held to maturity portfolio to their
available for sale portfolio before calendar year end 1995, without calling
into question their intent to hold other securities to maturity. As a result,
investment securities with an amortized cost of $18,411,939 and unrealized
loss of $112,961 were transferred from the held to maturity category to the
available for sale category in December, 1995. As of December 31, 1996, the
corporation had approximately 89% of the investment portfolio classified as
available for sale, while 11% was classified as held to maturity.

As the investment portfolio consists primarily of fixed rate debt
securities, changes in the market rates of interest will effect the carrying
value of securities available for sale, adjusted upward or downward under the
requirements of FAS 115. The corporation has reduced the carrying value of
securities available for sale by $125,968 at December 31, 1996. Market rates
of interest were improved at December 31, 1995, therefore the carrying value
of securities available for sale was increased by $71,741. The market value
of securities classified as held to maturity was above book value by $23,164
and $56,480 at December 31, 1996 and December 31, 1995, respectively.

Loans
- -----

Loans increased during 1996 as loans outstanding increased $8,410,404 or
11.7% to $80,416,680, after an increase of $10,339,128 or 16.8% during 1995.
The loan growth during 1996 can be attributed primarily to increases in
commercial loans, installment loans, and residential real estate loans, which
increased approximately $5,186,000, $2,912,000 and $622,000, respectively.
Expansion of local businesses in the area contributed to the increase in
commercial loans in 1996. Increases in third party paper with various
automobile dealers contributed to the increase in installment loans in 1996.
During 1996, loan growth was funded principally through the increase in
deposit growth. The loan to deposit ratio at December 31, 1996 was 64.2% which
was higher than the 62.7% reported at December 31, 1995.

12
page 59
<PAGE>

Table Six
Loan Portfolio

<TABLE>
<CAPTION>
Loans outstanding are as follows (in thousands) :

December 31,
----------------------------------------------------------------------
1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>

Real Estate - Residential
Real estate-construction $ 418 $ 16 $ 64 $ 64 $ 64
Real estate-farmland 12 15 17 20 38
Real estate-residential 28,920 28,697 26,502 24,032 18,236
---------- ---------- ---------- ---------- ----------
$ 29,350 $ 28,728 $ 26,583 $ 24,116 $ 18,338
---------- ---------- ---------- ---------- ----------

Commercial
Real estate-secured by
nonfarm, nonresidential $ 21,145 $ 18,105 $ 16,079 $ 15,842 $ 13,123
Commercial & industrial 10,338 8,192 5,374 4,226 5,475
---------- ---------- ---------- ---------- ----------
$ 31,483 $ 26,297 $ 21,453 $ 20,068 $ 18,598
---------- ---------- ---------- ---------- ----------

Installment
Installment and other
loans to individuals $ 17,379 $ 14,467 $ 11,911 $ 9,828 $ 9,149
---------- ---------- ---------- ---------- ----------

Others
Nonrated industrial
development obligations $ 1,593 $ 1,684 $ 1,048 $ 992 $ 784
Direct Financing Leases 334 575 442 559 674
Other loans 368 334 281 328 437
---------- ---------- ---------- ---------- ----------
$ 2,295 $ 2,593 $ 1,771 $ 1,879 $ 1,895
---------- ---------- ---------- ---------- ----------

Total 80,507 72,085 61,718 55,891 47,980
Less unearned interest 90 79 51 52 66
---------- ---------- ---------- ---------- ----------
$ 80,417 $ 72,006 $ 61,667 $ 55,839 $ 47,914
========== ========== ========== ========== ==========
</TABLE>

13
page 60
<PAGE>

Table Seven
Loan Portfolio - Maturities and sensitivities of Loans to Changes in Interest
Rates

The following table presents the contractual maturities of loans other than
installment loans and residential mortgages for all banks as of December 31,
1996 and December 31, 1995 (in thousands):

December 31, 1996
------------------------------------------
After one
In one Year Through After
Year or Less Five Years Five Years
---------- ---------- ----------
Commercial $ 957 $ 5,444 $ 3,937
Real Estate - construction 312 28 78
---------- ---------- ----------
Total $ 1,269 $ 5,472 $ 4,015
========== ========== ==========

December 31, 1996
------------------------------------------
After one
In one Year Through After
Year or Less Five Years Five Years
---------- ---------- ----------
Commercial $ 642 $ 4,075 $ 3,475
Real Estate - construction - - 16
---------- ---------- ----------
Total $ 642 $ 4,075 $ 3,491
========== ========== ==========

The following table presents an analysis of fixed and variable rate loans as
of December 31, 1996 and December 31, 1995 along with the contractual
maturities of loans other than installment loans and residential mortgages (in
thousands):

December 31, 1996
------------------------------------------
After one
In one Year Through After
Year or Less Five Years Five Years
---------- ---------- ----------
Fixed Rates $ 509 $ 4,767 $ 1,498
Variable Rates 760 705 2,517
---------- ---------- ----------
Total $ 1,269 $ 5,472 $ 4,015
========== ========== ==========

December 31, 1996
------------------------------------------
After one
In one Year Through After
Year or Less Five Years Five Years
---------- ---------- ----------
Fixed Rates $ 299 $ 3,063 $ 1,458
Variable Rates 343 1,012 2,033
---------- ---------- ----------
Total $ 642 $ 4,075 $ 3,491
========== ========== ==========

14
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<PAGE>

Loans - continued
- -----

Real estate residential loans which include real estate construction,
real estate farmland, and real estate residential loans comprise thirty-six
percent (36%) of the loan portfolio. Commercial loans which include real
estate secured by non-farm, non-residential and commercial and industrial
loans comprise thirty-nine percent (39%) of the loan portfolio. Installment
loans comprise twenty- two percent (22%) of the loan portfolio. Other loans
which include nonrated industrial development obligations, direct financing
leases and other loans comprise three percent (3%) of the loan portfolio. The
changes in the composition of the loan portfolio from 1995 to 1996 were a 3%
increase in commercial loans, a 2% increase in installment loans, a 1%
decrease in other loans and a 4% decrease in residential real estate loans.
From 1994 to 1995, the changes in the composition of the loan portfolio were a
1% increase in commercial loans, a 1% increase in installment loans, a 1%
increase in other loans and a 3% decrease in residential real estate loans.

The loan portfolio is not dominated by concentrations of credit within
any one industry; therefore, the impact of a weakening economy on any
particular industry should be minimal. Management believes that the loan
portfolio does not contain any excessive or abnormal elements of risk.

Non-performing assets consist of: non-accrual loans on which the
collectibility of the full amount of interest is uncertain; loans which have
been renegotiated to provide for a reduction or deferral of interest on
principal because of a deterioration in the financial position of the
borrower; loans past due ninety days or more as to principal or interest; and
other real estate owned. A five year summary of non-performing assets is
presented in Table Eight.

Total non-performing loans increased $194,000 to $702,000 at December 31,
1996 as compared to $508,000 at December 31, 1995. Loans classified as
non-accrual were $353,000 or .4% of total loans as of December 31, 1996, as
compared to $351,000 or .5% of total loans at December 31, 1995. The increase
in non-accrual loans since 1994 was primarily due to the addition of four non-
performing loans during the fourth quarter of 1995. Non-accrual loans
declined during 1994 primarily due to the receipt of payments and charge-offs.
There were no loans classified as renegotiated at December 31, 1996 and 1995.
The decrease in renegotiated loans from 1994 to 1995 was primarily due to the
reclassification of one commercial real estate loan to performing loan status.
The decrease in renegotiated loans from 1993 to 1994 was primarily due to the
reclassification of two commercial real estate loans totaling $754,000 to
performing loan status. In 1992 loans classified as renegotiated increased
$1,161,000 to $1,565,000 primarily due to the terms of three commercial real
estate loans being renegotiated. Loans past due 90 days or more increased
$207,000 during 1996, after increasing $42,000 during 1995. Loans past due 90
days or more have remained fairly consistent over the past five years. Since
1992, other real estate owned has been steadily declining due to the sale of
the properties by the subsidiary banks. Management continues to monitor the
non-performing assets to ensure against deterioration in collateral values.

15
page 62
<PAGE>

Table Eight
Risk Elements

Loans which are in the process of collection, but are contractually past due
90 days or more as to interest or principal, renegotiated, non-accrual loans
and other real estate are as follows ( in thousands):

<TABLE>
<CAPTION>
December 31,
--------------------------------------------------------
1996 1995 1994 1993 1992
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Past Due 90 Days or More:
Real Estate - residential $ 250 $ 33 $ 32 $ 197 $ 63
Commercial 2 - 2 1 58
Installment 48 60 17 24 26
-------- -------- -------- -------- --------
$ 300 $ 93 $ 51 $ 222 $ 147
-------- -------- -------- -------- --------

Renegotiated:
Real Estate - residential $ - $ - $ - $ - $ -
Commercial - - 232 1,026 1,066
Installment - - - - 4
-------- -------- -------- -------- --------
$ - $ - $ 232 $ 1,026 $ 1,070
-------- -------- -------- -------- --------

Non-accrual:
Real Estate - residential $ 26 $ 56 $ 18 $ 62 $ 104
Commercial 299 256 218 260 328
Installment 28 39 25 16 63
-------- -------- -------- -------- --------
$ 353 $ 351 $ 261 $ 338 $ 495
-------- -------- -------- -------- --------

Other Real Estate $ 49 $ 64 $ 64 $ 283 $ 573
-------- -------- -------- -------- --------

Total non-performing assets $ 702 $ 508 $ 608 $ 1,869 $ 2,285
======== ======== ======== ======== ========

Total non-performing assets
to total loans and
other real estate 0.87% 0.70% 0.98% 3.33% 4.71%

</TABLE>
<PAGE>
Generally, all Banks recognize interest income on the accrual basis, except
for certain loans which are placed on a non-accrual status. Loans are placed
on a non-accrual status, when in the opinion of management doubt exists as to
its collectibility. In accordance with the Office of the Comptroller of the
Currency Policy, banks may not accrue interest on any loan which either the
principal or interest is past due 90 days or more unless the loan is both well
secured and in the process of collection.

The amount of interest income that would have been recognized had the loans
performed in accordance with their original terms was approximately $29,000
and $28,000 for the periods ended December 31, 1996 and 1995, respectively.

As of December 31, 1996, there are no loans known to management other than
those previously disclosed about which management has any information about
possible credit problems of borrowers which causes management to have serious
doubts as to the borrower's ability to comply with present loan repayment
terms.

Most of the affiliate banks' loans and commitments have been granted to
customers in the banks' primary market areas of northern and central West
Virginia and eastern Ohio. In the normal course of business, however, the
banks have purchased and originated loans outside of their primary market
areas. The aggregate loan balances outstanding in any one geographic area,
other than the banks' primary lending areas, do not exceed 10% of total loans.
No specific industry concentrations exceed 10% of total loans.

16
page 63
<PAGE>

Table Nine
Analysis of Allowance for Possible Loan Losses

The following table presents a summary of loans charged off and recoveries of
loans previously charged off by
type of loan (in thousands).

<TABLE>
<CAPTION>
Summary of Loan Loss Experience
--------------------------------------------------------
December 31,
--------------------------------------------------------
1996 1995 1994 1993 1992
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Balance at Beginning of period
Allowance for Possible
Loan Losses $ 1,149 $ 947 $ 896 $ 750 $ 591
Loans Charged Off:
Real Estate - residential 35 1 - 11 38
Commercial - 11 2 44 79
Installment 49 44 44 80 83
-------- -------- -------- -------- --------
84 56 46 135 200

Recoveries:
Real Estate - residential - - - 1 -
Commercial 1 194 3 2 67
Installment 24 15 17 6 11
-------- -------- -------- -------- --------
25 209 20 9 78

Net Charge-offs 59 (153) 26 126 122

Purchased Reserves - - - 156 -
Additions Charged to Operations 70 49 77 116 281
-------- -------- -------- -------- --------
Balance at end of period: $ 1,160 $ 1,149 $ 947 $ 896 $ 750
======== ======== ======== ======== ========

Average Loans Outstanding $ 74,469 $ 66,058 $ 56,991 $ 56,264 $ 49,387
======== ======== ======== ======== ========

Ratio of net charge-offs
to Average loans
outstanding for the period 0.08% (0.23)% 0.05% 0.22% 0.25%

Ratio of the Allowance for Loan
Losses to Loans Outstanding for
the period 1.44% 1.60% 1.54% 1.60% 1.57%

</TABLE>

The additions to the allowance for loan losses are based on management's
evaluation of characteristics of the loan portfolio, current and anticipated
economic conditions, past loan experiences, net loans charged-off, specific
problem loans and delinquencies, and other factors.

17
page 64
<PAGE>

Allowance for Possible Loan Losses
- ----------------------------------

The corporation maintains an allowance for possible loan losses to absorb
probable loan losses. Table Nine presents a five year summary of the Allowance
for Possible Loan Losses. Net loan charge-offs were $58,990 as of December
31, 1996. The net charge-offs during 1996 were primarily consumer loans.
During 1995, the net loan charge-offs were primarily due to a recovery
received on one commercial loan in bankruptcy. Net loan charge-offs were
$(152,467) in 1995 and $25,912 in 1994. The increase in personal bankruptcies
has contributed to the increase in net charge-offs on consumer type loans.
Net loan charge-offs continue to remain consistent during the past five years.
The provision for loan losses increased to $70,600 during 1996, from $49,600
in 1995 and $76,800 in 1994. The allowance for possible loan losses
represented 1.4%, 1.6% and 1.5% of loans outstanding as of December 31, 1996,
December 31, 1995 and December 31, 1994, respectively. The ratio of loan
losses to average outstanding loans at December 31, 1996 was .08% compared to
(.23%) for December 31, 1995 and .05% for December 31, 1994. The ratio of
non-accrual loans plus loans delinquent more than 90 days to total loans was
.8% at December 31, 1996 compared to .6% at December 31, 1995, and .5% at
December 31, 1994. Net loan charge-offs were 5%, (13%), and 3% of the
allowance for loan losses as of December 31, 1996, December 31, 1995, and
December 31, 1994, respectively. The reserve for possible loan losses is
considered to be adequate to provide for future losses in the portfolio. The
amount charged to earnings is based upon management's evaluations of the loan
portfolio, as well as current and anticipated economic conditions, net loans
charged off, past loan experiences, changes in character of the loan
portfolio, specific problem loans and delinquencies and other factors.

The corporation has allocated the allowance for possible loan losses to
specific portfolio segments based upon historical net charge-off experience,
changes in the level of non-performing assets, local economic conditions and
management experience as presented in Table Ten. The Corporation has
historically maintained the allowance for possible loan losses at a level
greater than actual charge-offs. In determining the allocation of the
allowance for possible loan losses, charge- offs for 1997 are anticipated to
be within the historical ranges. Although a subjective evaluation is
determined by management, the corporation believes it has appropriately
assessed the risk of loans in the loan portfolio and has provided for an
allowance which is adequate based on that assessment. Because the allowance is
an estimate, any change in the economic conditions of the corporation's market
area could result in new estimates which could affect the corporation's
earnings. Management monitors loan quality through reviews of past due loans
and all significant loans which are considered to be potential problem loans
on a monthly basis. The internal loan review function provides for an
independent review of commercial, real estate, and installment loans in order
to measure the asset quality of the portfolio. Management's review of the
loan portfolio has not indicated any material amount of loans, not disclosed
in the accompanying tables and discussions which are known to have possible
credit problems that cause management to have serious doubts as to the ability
of each borrower to comply with their present loan repayment terms.

18
page 65
<PAGE>

Table Ten
Loan Portfolio - Allocation of allowance for possible loan losses

The following table presents an allocation of the allowance for possible loan
losses at each of the five year periods ended December 31, 1996 ( expressed in
thousands). The allocation presented below is based on the historical average
of net charge offs per category combined with the change in loan growth and
management's review of the loan portfolio.

<TABLE>
<CAPTION>
December 31,
----------------------------------------------------------------------------------------------
1996 1995 1994 1993 1992
--------------- --------------- -------------- --------------- --------------
Percent Percent Percent Percent Percent
of loans of loans of loans of loans of loans
in each in each in each in each in each
category category category category category
to total to total to total to total to total
Amount loans Amount loans Amount loans Amount loans Amount loans
- ------------- ------ ----- ------ ----- ------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Real estate -
residential $ 192 36.5% $ 215 39.9% $ 216 43.1% $ 216 43.1% $ 190 38.3%
Commercial 619 39.1 618 36.5 420 34.7 382 35.9 353 38.8
Installment 298 21.6 265 20.0 260 19.3 248 17.6 157 18.9
Others 20 2.8 20 3.6 20 2.9 20 3.4 20 4.0
Unallocated 31 - 31 - 31 - 30 - 30 -
------ ----- ------ ----- ------ ----- ------ ----- ------ -----
Total $1,160 100.0% $1,149 100.0% $ 947 100.0% $ 896 100.0% $ 750 100.0%
====== ===== ====== ===== ====== ===== ====== ===== ====== =====
</TABLE>

19
page 66
<PAGE>

Table Eleven
Deposits

The following table presents other time deposits of $100,000 or more issued by
domestic offices by time remaining until maturity of 3 months or less; over 3
through 6 months; over 6 through 12 months; and over 12 months.

<TABLE>
<CAPTION>
December 31, 1996
Maturities of Time Deposits in Excess of $100,000
------------------------------------------
In Three Over Three Over Six Over
Months And Less Than And Less Than Twelve
Or Less Six Months Twelve Months Months TOTAL
---------- ---------- ---------- ---------- ----------
(Expressed in Thousands)
<S> <C> <C> <C> <C> <C>
Time Certificates
of Deposit $ 4,683 $ 1,237 $ 1,447 $ 3,108 $ 10,475

December 31, 1995
Maturities of Time Deposits in Excess of $100,000
------------------------------------------
In Three Over Three Over Six Over
Months And Less Than And Less Than Twelve
Or Less Six Months Twelve Months Months TOTAL
---------- ---------- ---------- ---------- ----------
(Expressed in Thousands)
<S> <C> <C> <C> <C> <C>
Time Certificates
of Deposit $ 1,357 $ 331 $ 1,210 $ 1,595 $ 4,493

</TABLE>

Table Twelve
Return on Equity and Assets

The following financial ratios are presented:

December 31,
-----------------------------
1996 1995 1994
------ ------ ------
Return on Assets :
(Net income / Average Total Assets) 1.19% 1.18% 1.09%

Return on Equity :
(Net income /
Average Shareholders Equity) 13.49% 13.16% 12.56%

Dividend Payout Ratio :
(Dividend Declared Per Share/
Net Income Per Share) 34.80% 28.02% 35.00%

Equity to Asset Ratio :
(Average Equity / Average Total Assets) 8.84% 9.00% 8.69%

20
page 67
<PAGE>

Deposits
- --------

A stable core deposit base is the major source of funds for Holding
Company subsidiaries. The deposit mix depends upon many factors including
competition from other financial institutions, depositor interest in certain
types of deposits, changes in the interest rate and the corporation's need for
certain types of deposit growth. Total deposits were $125,271,069 at December
31, 1996 as compared to $114,895,154 at December 31, 1995, an increase of 9.0%
and follows an increase of 8.7% between 1995 and 1994. The increase in total
deposits during 1996 and 1995 was primarily in time deposits. Time deposits
grew by $12,684,113 or 33.0% in 1996, and follows an increase of $8,574,898 or
28.7% in 1995. Time deposits of $100,000 or more increased approximately
$5,982,000 at December 31, 1996 as compared to December 31, 1995. The
increase in time deposits was primarily the result of special promotions
offered by the subsidiary banks throughout 1995 and 1996. As reflected in
Table 2, average rates paid on interest bearing deposit accounts increased to
3.5% during 1996 as compared to 3.4% and 3.0% during 1995 and 1994,
respectively. At December 31, 1996, noninterest bearing deposits comprised
10% of total deposits and interest bearing deposits which include NOW, money
market, savings and time deposits comprised 90% of total deposits. There were
no changes in the deposit mix from December 31, 1995 to December 31, 1996.

Repurchase Agreements
- ----------------------

Repurchase agreements represent short-term borrowings, usually
overnight to 30 days. Repurchase agreements were $5,930,691 at December 31,
1996, an increase of $5,181,467 in 1996 as compared to 1995. The increase in
repurchase agreements was primarily due to the increase in the number of
repurchase agreements from 1995 to 1996. In 1996, a subsidiary bank had an
increase in the number of commercial customers that used repurchase agreements
as an alternative money market instrument for cash management.

Capital Resources
- -----------------

A strong capital base is vital to continued profitability because it
promotes depositor and investor confidence and provides a solid foundation for
future growth. Stockholders' equity increased 9.1% in 1996 entirely from
current earnings after quarterly dividends, and a decrease of 1.1% resulting
from the effect of the change in the net unrealized gain (loss) on securities
available for sale. The increase in stockholders' equity in 1996 follows an
increase of 10.2% in 1995 entirely from current earnings after quarterly
dividends, and an increase of 2.7% resulting from the unrealized loss on
securities available for sale. Additional information regarding the adoption
of FAS No. 115 can be found in Notes 1 and 2 of the Notes to the Consolidated
Financial Statements. Stockholders' equity amounted to 8.8% of total assets
at the end of 1996 as compared to 9.2% at December 31, 1995.

21
page 68
<PAGE>

Capital Resources -- continued
- -----------------

The Holding Company is subject to regulatory risk-based capital
guidelines administered by the Federal Reserve Board. These risk-based
capital guidelines establish minimum capital ratios of total capital, Tier 1
Capital, and leverage to assess the capital adequacy of bank holding
companies. The Federal Reserve Board's minimum ratio of qualified total
capital to risk-weighted assets is 8 percent, of which at least half of the
total capital is required to be comprised of Tier 1 capital, or the company's
common stockholders' equity less intangibles and deferred tax assets
disallowed. The remainder (Tier 2 Capital) may consist of certain other
prescribed instruments and a limited amount of loan loss reserves.
Additionally, the Federal Reserve Board has established minimum leverage ratio
(Tier 1 capital to quarterly average tangible assets) guidelines for bank
holding companies. These guidelines provide for a minimum ratio of 3 percent
for bank holding companies that meet certain specified criteria. All other
bank holding companies are required to maintain a leverage ratio of 3 percent
plus an additional cushion of at least 100 to 200 basis points. The
guidelines also provide that banking organizations experiencing internal
growth or making acquisitions will be expected to maintain strong capital
positions substantially above the minimum supervisory levels. Additional
information related to capital adequacy for 1996 can be found in Note 18 of
the Notes to the Consolidated Financial Statements.

The following chart shows the regulatory capital levels for the
company at December 31, 1996, 1995 and 1994.

<TABLE>
<CAPTION>
December 31,
------------------------------
Ratio Minimum 1996 1995 1994
- -------------------- ------- ------ ------ ------
<S> <C> <C> <C> <C>
Leverage Ratio 3% 8.63 9.20 8.87
Risk Based Capital
Tier 1 (core) 4% 14.74 15.12 15.58
Tier 2 (total) 8% 15.95 16.37 16.84

</TABLE>

The Holding Company's primary source of funds for payment of
dividends to shareholders is from the dividends from its subsidiary banks.
Earnings from subsidiary bank operations are expected to remain adequate to
fund payment of stockholders' dividends and internal growth. In management's
opinion, the subsidiary banks have the capability to upstream sufficient
dividends to meet the cash requirements of the Holding Company. Additional
information concerning the payment of dividends by the Holding Company is
discussed in Note 16 to the Consolidated Financial Statements.

On November 12, 1996, the corporation declared a 4 percent common
stock dividend to stockholders of record on December 2, 1996. Accordingly,
30,839 shares of common stock were issued on December 16, 1996. A 2 percent
common stock dividend was declared by the corporation on November 14, 1995 to
stockholders of record on December 1, 1995. As a result, 15,036 shares of
common stock were issued on December 15, 1995.

22
page 69
<PAGE>

Liquidity
- ---------

Liquidity management ensures that funds are available to meet loan
commitments, deposit withdrawals, and operating expenses. Funds are provided
by loan repayments, investment securities maturities, or deposits, and can be
raised by liquidating assets or through additional borrowings. The
corporation had investment securities with an estimated market value of
$44,875,887 classified as available for sale at December 31, 1996. These
securities are available for sale at any time based upon management's
assessment in order to provide necessary liquidity should the need arise. In
addition, the Holding Company's subsidiary banks, Progressive Bank, N.A., and
Progressive Bank, N.A. - Buckhannon, are members of the Federal Home Loan Bank
of Pittsburgh (FHLB). Membership in the FHLB provides an additional source of
short-term and long-term funding, in the form of collateralized advances. At
December 31, 1996, Progressive Bank, N.A. and Progressive Bank, N.A.-
Buckhannon, had a maximum borrowing capacity (MBC) amounting to approximately
$17,870,000 and $5,570,000, respectively, from the FHLB at prevailing interest
rates, subject to satisfying the capital stock provisions, as defined, in
their respective agreements with the FHLB. At December 31, 1996, Progressive
Bank, N.A. and Progressive Bank, N.A.- Buckhannon, had an available line of
approximately $1,870,000 and $560,000, respectively, without purchasing any
additional capital stock from the FHLB. As of December 31, 1996 and 1995,
there were no borrowings outstanding pursuant to these agreements.

At December 31, 1996 and December 31, 1995, the Holding Company had
outstanding loan commitments and unused lines of credit totaling $8,317,000
and $5,198,000, respectively. As of December 31, 1996, management placed a
high probability for required funding within one year of approximately
$5,858,000. Approximately $1,804,000 is principally unused home equity and
credit card lines on which management places a low probability for required
funding.

Interest Rate Risk
- ------------------

Changes in interest rates can affect the level of income of a
financial institution depending on the repricing characteristics of its assets
and liabilities. This is termed interest rate risk. If a financial
institution is asset sensitive, more of its assets will reprice in a given
time frame than liabilities. This is a favorable position in a rising rate
environment and would enhance income. If an institution is liability
sensitive, more of its liabilities will reprice in a given time frame than
assets. This is a favorable position in a falling rate environment.
Financial institutions allocate significant time and resources to managing
interest rate risk because of the impact that changes in interest rates can
have to earnings.

The initial step in the process of maintaining a corporation's
interest rate sensitivity involves the preparation of a basic "gap" analysis
of earning assets and interest bearing liabilities as reflected in the
following table. The analysis measures the difference or the "gap" between
the amount of assets and liabilities repricing within a given time period.
This information is used to manage a corporation's asset and liability
positions. Management uses this information as a factor in decisions made
about maturities of investment of cash flows, classification of investment
securities purchases as available-for-sale or held-to-maturity, emphasis of
variable rate or fixed rate loans and short or longer term deposit products in
marketing campaigns, and deposit account pricing to alter asset and liability
repricing characteristics. The overall objective is to minimize the impact to
the margin of any significant change in interest rates.

page 70
<PAGE>

Interest Rate Risk - continued
- ------------------

The information presented in the following Interest Rate Risk table
contains assumptions and estimates used by management in determining repricing
characteristics and maturity distributions. As noted in the following table,
the cumulative gap at one year is approximately $(4,928,000), which indicates
the corporation's interest bearing liabilities are more than earning assets at
December 31, 1996. As the table presented is as of a point in time and
conditions change on a daily basis, any conclusions made may not be indicative
of future results.

Interest Rate Risk Table - December 31, 1996

<TABLE>
<CAPTION>
(less (greater Non-
than) 3 3 - 12 1 - 3 than) 3 Interest
Months Months Years Years Bearing Total
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Fed Funds Sold $ 5,461 $ - $ - $ - $ - $ 5,461
Investments 5,802 6,579 17,524 20,535 - 50,440
Loans 15,413 17,854 19,013 27,769 368 80,417
Other Assets 82 - - - 9,306 9,388
Allowance for Loan
and Lease Losses - - - - (1,160) (1,160)
-------- -------- -------- -------- -------- --------

TOTAL ASSETS: $ 26,758 $ 24,433 $ 36,537 $ 48,304 $ 8,514 $144,546
======== ======== ======== ======== ======== ========

NOW $ 1,157 $ 3,468 $ 3,718 $ 14,546 $ - $ 22,889
MMDA 4,580 - - - - 4,580
SAVINGS 2,407 7,193 6,563 18,148 - 34,311
CD's (less than) 100,000 6,592 17,424 8,486 8,155 - 40,657
CD's (greater than) 100,000 4,683 2,684 2,132 976 - 10,475
Demand Deposits - - - - 12,359 12,359
Other Liabilities - - - - 695 695
Repurchase Agreements 5,931 - - - - 5,931
Stockholders' Equity - - - - 12,649 12,649
-------- -------- -------- -------- -------- --------

TOTAL LIABILITIES
AND CAPITAL: $ 25,350 $ 30,769 $ 20,899 $ 41,825 $ 25,703 $144,546
======== ======== ======== ======== ======== ========
GAP 1,408 (6,336) 15,638 6,479 (17,189)
GAP/ Total Assets .97% (4.38%) 10.82% 4.48% (11.89%)
Cumulative GAP 1,408 (4,928) 10,710 17,189 0
Cumulative GAP/Total Assets .97% (3.41%) 7.41% 11.89% 0.00%
</TABLE>

The above analysis contains repricing and maturity assumptions and estimates
used by management.

24
page 71
<PAGE>

First West Virginia Bancorp, Inc.
Summarized Quarterly Financial Information

A summary of selected quarterly financial information follows:

<TABLE>
<CAPTION>
First Second Third Fourth
1996 Quarter Quarter Quarter Quarter
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Total interest income $ 2,372,377 $ 2,473,455 $ 2,556,220 $ 2,665,006
Total interest expense 916,012 958,753 993,702 1,056,942
Net interest income 1,456,365 1,514,702 1,562,518 1,608,064
Provision for loan losses 14,400 14,400 16,800 25,000
Investment Securities Gain (Loss) (1,050) 339 - -
Total other income 132,621 138,237 145,438 134,492
Total other expenses 1,012,897 1,035,391 1,034,833 1,080,858
Income before income taxes 560,639 603,487 656,323 636,698
Net income 374,361 405,277 435,046 429,310
Net income per share (1) .47 .50 .54 .53
</TABLE>

<TABLE>
<CAPTION>
First Second Third Fourth
1995 Quarter Quarter Quarter Quarter
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Total interest income $ 2,064,169 $ 2,194,348 $ 2,312,087 $ 2,366,105
Total interest expense 760,643 848,967 902,119 909,099
Net interest income 1,303,526 1,345,381 1,409,968 1,457,006
Provision for loan losses 29,400 13,400 3,800 3,000
Investment Securities Gains - 65,475 - 104,600
Total other income 158,872 121,699 150,440 118,641
Total other expenses 998,290 982,420 915,201 1,092,523
Income before income taxes 434,708 536,735 641,407 584,724
Net income 294,323 358,502 418,489 399,033
Net income per share (1) .36 .44 .52 .50
</TABLE>

<TABLE>
<CAPTION>
First Second Third Fourth
1994 Quarter Quarter Quarter Quarter
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Total interest income $ 1,915,105 $ 1,921,166 $ 1,960,923 $ 1,985,852
Total interest expense 716,662 709,533 717,420 724,757
Net interest income 1,198,443 1,211,633 1,243,503 1,261,095
Provision for loan losses 35,400 35,400 3,000 3,000
Investment Securities Gains 136,021 - - 313
Total other income 213,309 117,207 145,119 112,736
Total other expenses 871,717 894,519 884,372 990,393
Income before income taxes 640,656 398,921 501,250 380,751
Net income 420,195 271,489 328,885 267,144
Net income per share (1) .52 .34 .41 .33
</TABLE>
[FN]
(1) Adjusted for the 4 percent common stock dividend to stockholders of
record as of December 2, 1996, a 2 percent common stock dividend to
stockholders of record as of December 1, 1995 and the two-for-one
stock split effective April 15, 1994.

25
page 72
<PAGE>

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS

The Corporation's consolidated financial statements and the related
information appearing in this Annual Report were prepared by management in
accordance with generally accepted accounting principles and where appropriate
reflect management's best estimates and judgment. The financial statements
and the information related to those statements contained in the Annual Report
are the responsibility of management.

The accounting systems of the Corporation include internal
accounting controls which safeguard the Corporation's assets from material
loss or misuse and ensure that transactions are properly authorized and
recorded in its financial records, and designed to provide reasonable
assurance as to the integrity and reliability of the financial records. There
are inherent limitations in all systems of internal control based on the
recognition that the cost of such systems should not exceed the benefits to be
derived. The accounting system and related controls are reviewed by a program
of internal audits performed by the internal auditor and independent auditors.

Our independent auditors are responsible for auditing the
Corporation's financial statements in accordance with generally accepted
auditing standards and to provide an objective, independent review of the
fairness of reported operating results and financial position of the
Corporation.

The Corporation's internal auditor and independent auditors have
direct access to the Audit committee of the Board of Directors. This
committee, which is composed of five outside directors, meets periodically
with the internal auditor, the independent auditors, and management to ensure
the financial accounting and audit process is properly conducted.

page 73
<PAGE>
SNODGRASS
Certified Public Accountants

Independent Auditor's Report
----------------------------

Board of Directors
First West Virginia Bancorp, Inc.
Wheeling, West Virginia

We have audited the accompanying consolidated balance sheets of First West
Virginia Bancorp, Inc. and subsidiaries as of December 31, 1996 and 1995, and
the related consolidated statements of income, changes in stockholders'
equity, and cash flows for each of the three years in the period ended
December 31, 1996. These financial statements are the responsibility of the
corporation's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First West Virginia Bancorp,
Inc. and subsidiaries at December 31, 1996 and 1995, and the results of its
operations, changes in stockholders' equity, and cash flows for each of the
three years in the period ended December 31, 1996, in conformity with
generally accepted accounting principles.

As discussed in Note 1, the corporation changed its method of accounting for
debt and equity securities in 1994.

/s/S. R. Snodgrass, A.C.

Wheeling, West Virginia
January 15, 1997

S.R. Snodgrass, A.C.
980 National Road Wheeling, WV 26003-6400 Phone: 304-233-5030 Facsimile:
304-233-3062

27
page 74
<PAGE>

First West Virginia Bancorp Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, December 31,
1996 1995
------------- -------------
<S> <C> <C>

ASSETS

Cash and due from banks $ 4,589,502 $ 4,179,849
Due from banks - interest bearing 81,558 82,015
------------- -------------
Total cash and cash equivalents 4,671,060 4,261,864
Federal funds sold 5,461,000 2,278,000
Investment Securities:
Available for Sale (at market value) 44,875,887 40,993,844
Held to Maturity (market value of $5,587,466
and $5,058,118, respectively) 5,564,302 5,001,638
Loans, net of unearned income 80,416,680 72,006,276
Less allowance for loan losses (1,160,302) (1,148,692)
------------- -------------
Net loans 79,256,378 70,857,584
Premises and equipment, net 3,249,425 3,103,214
Accrued income receivable 948,026 923,323
Other assets 511,536 496,341
Intangible assets 8,096 39,374
------------- -------------
Total assets $ 144,545,710 $ 127,955,182
============= =============
LIABILITIES

Noninterest bearing deposits:
Demand $ 12,359,041 $ 11,938,594
Interest bearing deposits
Demand 23,560,313 22,849,052
Savings 38,219,101 41,659,007
Time 51,132,614 38,448,501
------------- -------------
Total deposits 125,271,069 114,895,154
------------- -------------

Repurchase agreements 5,930,691 749,224
Accrued interest on deposits 385,289 314,607
Other liabilities 309,383 286,990
------------- -------------
Total liabilities 131,896,432 116,245,975

STOCKHOLDERS' EQUITY

Common Stock - 2,000,000 shares authorized at $5 par value:
806,107 shares issued at December 31, 1996 and
775,268 shares issued at December 31, 1995 4,030,535 3,876,340
Surplus 3,764,000 3,166,340
Retained earnings 4,935,303 4,621,049
Net unrealized gain (loss) on securities available for sale (80,560) 45,478
------------- -------------
Total stockholders' equity 12,649,278 11,709,207
------------- -------------
Total liabilities and stockholders' equity $ 144,545,710 $ 127,955,182
============= =============
</TABLE>

The accompanying notes are an integral part of the financial
statements.

28
page 75
<PAGE>

First West Virginia Bancorp Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>

Year Ended December 31,
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
INTEREST INCOME

Interest and fees on loans and lease financing:
Taxable $ 6,736,781 $ 5,988,515 $ 4,881,685
Tax-exempt 105,192 80,920 64,126
Investment securities:
Taxable 2,581,467 2,307,702 2,446,146
Tax-exempt 247,114 248,122 206,783
Dividends 20,414 19,770 16,844
Interest on deposits in banks 80,742 5,171 8,431
Interest on federal funds sold 295,348 286,509 159,031
------------ ------------ ------------
Total interest income 10,067,058 8,936,709 7,783,046
------------ ------------ ------------
INTEREST EXPENSE
Deposits 3,798,076 3,404,322 2,865,478
Other borrowings 127,333 16,506 2,894
------------ ------------ ------------
Total interest expense 3,925,409 3,420,828 2,868,372
------------ ------------ ------------
Net interest income 6,141,649 5,515,881 4,914,674

PROVISION FOR POSSIBLE LOAN LOSSES 70,600 49,600 76,800
------------ ------------ ------------
Net interest income after provision
for possible loan losses 6,071,049 5,466,281 4,837,874
------------ ------------ ------------

NONINTEREST INCOME
Service charges 365,446 372,053 326,504
Securities gains (losses) (711) 170,075 136,334
Other operating income 185,342 177,599 261,867
------------ ------------ ------------
Total noninterest income 550,077 719,727 724,705

NONINTEREST EXPENSE
Salary and employee benefits 2,132,798 1,984,624 1,794,922
Net occupancy expense of premises 307,801 274,549 234,631
Other operating expenses 1,723,380 1,729,261 1,611,448
------------ ------------ ------------
Total noninterest expense 4,163,979 3,988,434 3,641,001
------------ ------------ ------------

Income before income taxes 2,457,147 2,197,574 1,921,578

INCOME TAXES 813,153 727,227 633,865
------------ ------------ ------------
Net income $ 1,643,994 $ 1,470,347 $ 1,287,713
============ ============ ============

WEIGHTED AVERAGE SHARES OUTSTANDING 806,107 806,107 806,009
============ ============ ============

NET INCOME PER COMMON SHARE $2.04 $1.82 $1.60
============ ============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.

29
page 76
<PAGE>
<TABLE>
<CAPTION>

First West Virginia Bancorp Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Net unrealized
Gain (Loss) on
Securities
Common Retained Treasury Available
Stock Surplus Earnings Stock for Sale Total
------------- ------------ ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1993 $ 3,801,160 $ 2,917,873 $ 3,048,949 $ (12,507) $ - $ 9,755,475

EFFECT OF ADOPTING FAS 115 - - - - 386,974 386,974

NET INCOME FOR THE YEAR
ENDED DECEMBER 31, 1994 - - 1,287,713 - - 1,287,713

CASH DIVIDEND
($.56 PER SHARE) - - (448,535) - - (448,535)

SALE OF TREASURY STOCK - 373 - 12,507 - 12,880

CHANGE IN FAIR VALUE OF
SECURITIES AVAILABLE FOR SALE - - - - (626,664) (626,664)
------------- ------------ ------------ ------------ ------------- ------------
BALANCE, DECEMBER 31, 1994 $ 3,801,160 $ 2,918,246 $ 3,888,127 $ - $ (239,690) $ 10,367,843

NET INCOME FOR THE YEAR
ENDED DECEMBER 31, 1995 - - 1,470,347 - - 1,470,347

CASH DIVIDEND
($.51 PER SHARE) - - (410,525) - - (410,525)

CASH PAID IN LIEU OF FRACTIONAL
SHARES ON STOCK DIVIDEND - - (3,626) - - (3,626)

2% COMMON STOCK DIVIDEND AT
FAIR MARKET VALUE 75,180 248,094 (323,274) - - -

CHANGE IN FAIR VALUE OF
SECURITIES AVAILABLE FOR SALE - - - - 285,168 285,168
------------- ------------ ------------ ------------ ------------- ------------

BALANCE, DECEMBER 31, 1995 $ 3,876,340 $ 3,166,340 $ 4,621,049 $ - $ 45,478 $ 11,709,207

NET INCOME FOR THE YEAR
ENDED DECEMBER 31, 1996 - - 1,643,994 - - 1,643,994

CASH DIVIDEND
($.71 PER SHARE) - - (573,698) - - (573,698)

CASH PAID IN LIEU OF FRACTIONAL
SHARES ON STOCK DIVIDEND - - (4,187) - - (4,187)

% COMMON STOCK DIVIDEND AT
FAIR MARKET VALUE 154,195 597,660 (751,855) - - -

CHANGE IN FAIR VALUE OF
SECURITIES AVAILABLE FOR SALE - - - - (126,038) (126,038)
------------- ------------ ------------ ------------ ------------- ------------
BALANCE, DECEMBER 31, 1996 $ 4,030,535 $ 3,764,000 $ 4,935,303 $ - $ (80,560) $ 12,649,278
------------- ------------ ------------ ------------ ------------- ------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

30
page 77
<PAGE>
<TABLE>
<CAPTION>

First West Virginia Bancorp Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended December 31,
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net Income $ 1,643,994 $ 1,470,347 $ 1,287,713
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 70,600 49,600 76,800
Depreciation and amortization 382,789 299,639 259,914
Loss on disposal of equipment 776 12,976 -
Amortization of investment securities, net (10,963) 31,340 5,045
Investment security losses (gains) 711 (170,075) (136,334)
(Increase) decrease in interest receivable (24,703) (107,584) 112,335
Increase (decrease) in interest payable 70,682 82,464 (2,949)
Other, net 78,879 79,736 45,755
------------ ------------ ------------
Net cash provided by operating activities 2,212,765 1,748,443 1,648,279
------------ ------------ ------------
INVESTING ACTIVITIES
Net (increase) decrease in federal funds sold (3,183,000) (259,000) 598,000
Net (increase) decrease in loans, net of charge offs (8,494,283) (10,395,535) (5,874,866)
Proceeds from sales of securities available for sale 1,250,868 183,275 146,974
Proceeds from maturities of securities available for sale 21,615,000 10,482,400 14,104,210
Proceeds from maturities of securities held to maturity 235,000 5,210,000 340,000
Principal collected on mortgage-backed securities 415,482 393,403 592,827
Purchases of securities available for sale (27,341,216) (15,192,854) (1,064,363)
Purchases of securities held to maturity (806,587) (934,242) (9,816,581)
Recoveries on loans previously charged-off 24,889 208,874 20,167
Purchases of premises and equipment (499,219) (498,827) (660,920)
------------ ------------ ------------

Net cash used by investing activities (16,783,066) (10,802,506) (1,614,552)
------------ ------------ ------------
FINANCING ACTIVITIES
Net increase (decrease) in deposits 10,375,915 9,164,918 (60,734)
Principal payments on long-term borrowings - - (250,000)
Sale of treasury stock - - 12,880
Dividends paid (577,885) (414,151) (448,535)
Increase in repurchase agreements 5,181,467 644,030 105,194
------------ ------------ ------------
Net cash provided by (used in) financing activities 14,979,497 9,394,797 (641,195)
------------ ------------ ------------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 409,196 340,734 (607,468)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 4,261,864 3,921,130 4,528,598
------------ ------------ ------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 4,671,060 $ 4,261,864 $ 3,921,130
============ ============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements

31
page 78
<PAGE>

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1995 AND 1994

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies of First West Virginia Bancorp, Inc.
and its subsidiaries conform with generally accepted accounting principles
and with general practices within the banking industry. The following is a
summary of the significant policies:

Nature of Operations
--------------------

First West Virginia Bancorp, Inc. provides a variety of banking services to
individuals and businesses through the branch network of its three
affiliate banks. The banks operate seven full service branches located in
Wheeling (2), Wellsburg, Moundsville, Buckhannon, and Weston, West
Virginia and Bellaire, Ohio. Primary deposit products consist of checking
accounts, savings accounts, and certificates of deposit. Primary lending
products consist of commercial and residential real estate loans, consumer
loans, and business loans.

Principles of Consolidation
---------------------------

The consolidated financial statements of the corporation include the
financial statements of the parent and its wholly-owned subsidiaries,
Progressive Bank, N.A., Progressive Bank, N.A.-Buckhannon, and Progressive
Bank, N.A.-Bellaire. All significant intercompany transactions and
accounts have been eliminated in consolidation.

Investment Securities
---------------------

Effective January 1, 1994, the corporation adopted the provisions of
Statement of Financial Accounting Standards (FAS) No. 115 "Accounting for
Certain Investments in Debt and Equity Securities." Under FAS No. 115,
investment securities in the portfolio are classified as either available
for sale or held to maturity. The corporation does not currently conduct
short term purchase and sale transactions of investment securities which
would be classified as trading securities.

The initial determination of investments classified as available for sale
was based principally on the corporation's asset/liability position and
potential liquidity needs. These securities are available for sale at any
time based upon management's assessment of changes in economic or financial
market conditions, interest rate or prepayment risks, liquidity
considerations, and other factors. Securities classified as available for
sale are carried at market value. The unrealized holding gains (losses),
net of taxes, related to securities classified as available for sale are
reflected as a component of stockholders' equity.

All remaining securities in the investment portfolio are classified as held
to maturity. The corporation purchases these securities with the intent
and the ability to hold until their maturity. Securities classified as
held to maturity are carried at cost, adjusted for amortization of premiums
and accretion of discounts.

Gains or losses on dispositions of investment securities are computed by
using the adjusted cost of the specific certificates sold. Securities
gains or losses are shown separately as non-interest income in the
Consolidated Statements of Income.

The accounting effect of adopting FAS No. 115 on January 1, 1994, was to
increase investments by $616,426 and increase shareholders' equity by
$386,974 after the tax effect of $229,452.

32
page 79
<PAGE>

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996, 1995 AND 1994

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Investment Securities (Continued)
---------------------

In November, 1995, the Financial Accounting Standards Board issued
implementation guidance on FAS No. 115. In accordance with this guidance,
the corporation reassessed the appropriateness of the classifications of
all securities. As a result, securities with an amortized cost of
$18,411,939 and unrealized loss of $112,961 were transferred from the held
to maturity category to the available for sale category in December, 1995.

Interest and Fees on Loans
--------------------------

Interest income on loans is accrued based on the principal outstanding. It
is the corporation's policy to discontinue the accrual of interest when
either the principal or interest is past due 90 days or more, unless the
loan is both well secured and in the process of collection.

As of January 1, 1995, the corporation adopted the provisions of FAS No.
114 and No. 118, "Accounting for Creditors for Impairment of a Loan." It
is the corporation's policy not to recognize interest income on specific
impaired loans unless the likelihood of future loss is remote. Interest
payments received on such loans are applied as a reduction of the loan
principal balance. Since the adoption of FAS 114 and 118, the corporation
had no loans which management has determined to be impaired.

Loan origination and commitment fees and certain direct loan origination
costs are deferred and the net amount amortized over the contractual life
of the related loans or commitments as an adjustment of the related loan's
yield.

Direct Financing Leases: The leasing operation of the corporation consists
of the leasing of various types of equipment under leases classified as
direct financing leases. Interest and service charges, net of initial
direct costs, are deferred and reported as income in decreasing amounts
over the term of the lease so as to provide an approximate constant yield
on the outstanding principal balance.

Allowance For Loan Losses
-------------------------

The allowance for loan losses is maintained at a level which, in
management's judgment, is adequate to absorb credit losses inherent in the
loan portfolio. The amount of the allowance is based on management's
evaluation of the collectibility of the loan portfolio, including the
nature of the portfolio, credit concentrations, trends in historical loss
experience, specific impaired loans, and economic conditions. Allowances
for impaired loans are generally determined based on collateral values or
the present value of estimated cash flows. The allowance is increased by a
provision for loan losses, which is charged to expense and reduced by
charge-offs, net of recoveries. Because of uncertainties inherent in the
estimation process, management's estimate of credit losses inherent in the
loan portfolio and the related allowance may change in the near term.

Premises and Equipment
----------------------

Premises and equipment are stated at cost, less accumulated depreciation
and amortization. Provisions for depreciation and amortization are computed
generally using the straight-line method on the estimated useful lives of
the assets.

When units of property are disposed of, the premises and equipment accounts
are relieved of the cost and the accumulated depreciation related to such
units. Any resulting gains or losses are credited to or charged against
income. Cost of repairs and maintenance is charged to expense as incurred.
Major renewals and betterments are capitalized at cost.

33
page 80
<PAGE>

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996, 1995 AND 1994

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes
------------

The corporation accounts for income taxes under the asset and liability
method. Income tax expense is reported as the total of current income
taxes payable and the net change in deferred income taxes provided for
temporary differences. Deferred income taxes reflect the net tax effects
of temporary differences between the carrying values of assets and
liabilities for financial reporting purposes and the values used for income
tax purposes. Deferred income taxes are recorded at the statutory Federal
and state tax rates in effect at the time that the temporary differences
are expected to reverse.

The corporation files a consolidated Federal income tax return which
includes all its subsidiaries. Income tax expense is allocated among the
parent company and its subsidiaries as if each had filed a separate return.

Use of Estimates
----------------

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

Earnings Per Common Share
-------------------------

Earnings per common share are calculated by dividing income by the
weighted-average number of shares of common stock outstanding during the
year.

Stock Split and Stock Dividends
-------------------------------

The corporation issued 380,116 shares of common stock as a result of a two-
for-one common stock split effective April 15, 1994. In conjunction with
the stock split, the par value of the stock changed to $5 and the
authorized number of shares increased to two million. On November 14,
1995, the corporation declared a 2% common stock dividend to stockholders
of record on December 1, 1995. Accordingly, 15,036 shares of common stock
were issued on December 15, 1995. On November 12, 1996, the corporation
declared a 4% stock dividend to stockholders of record on December 2, 1996.
As a result, 30,839 shares of common stock were issued on December 16,
1996. All common share data include the effect of the stock split and the
stock dividends.

Purchase Method of Accounting
-----------------------------

Net assets of organizations acquired in purchase transactions are recorded
at fair value at the date of the transaction. The cost of core deposits
and the excess of cost over net assets of affiliates purchased is being
amortized over a ten year period on the straight-line method. Annual
amortization expense was approximately $31,300 for 1996, and $35,500 for
1995 and 1994, respectively.

Reclassifications
-----------------

Certain prior year amounts have been reclassified to conform to the 1996
presentation.

34
page 81
<PAGE>

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996, 1995 AND 1994

NOTE 2 - INVESTMENT SECURITIES

The estimated market values of investment securities are as follows at
December 31, 1996 and 1995:

December 31, 1996
--------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Securities held to maturity: (Expressed in Thousands)
---------------------------
U.S. Treasury securities and obligations of
U.S. Government corporations and agencies $ 800 $ - $ (11) $ 789
Obligations of states and political subdivisions 4,764 43 (9) 4,798
---------- ---------- ---------- ----------

Total held to maturity 5,564 43 (20) 5,587
---------- ---------- ---------- ----------

Securities available for sale:
-----------------------------
U.S. Treasury securities and obligations of
U.S. Government corporations and agencies 39,657 71 (233) 39,495
Obligations of states and political subdivisions 503 4 - 507
Corporate debt securities 608 6 - 614
Mortgage-backed securities 3,716 40 (15) 3,741
Equity securities 518 1 - 519
---------- ---------- ---------- ----------

Total available for sale 45,002 122 (248) 44,876
---------- ---------- ---------- ----------

Total $ 50,566 $ 165 $ (268) $ 50,463
========== ========== ========== ==========
</TABLE>

December 31, 1995
--------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Securities held to maturity: (Expressed in Thousands)
----------------------------
U.S. Treasury securities and obligations of
U.S. Government corporations and agencies $ 800 $ - $ (18) $ 782
Obligations of states and political subdivisions 4,202 79 (5) 4,276
---------- ---------- ---------- ----------

Total held to maturity 5,002 79 (23) 5,058
---------- ---------- ---------- ----------

Securities available for sale:
------------------------------
U.S. Treasury securities and obligations of
U.S. Government corporations and agencies 36,574 246 (257) 36,563
Obligations of states and political subdivisions 504 7 - 511
Corporate debt securities 1,377 23 - 1,400
Mortgage-backed securities 1,987 59 (7) 2,039
Equity securities 480 1 - 481
---------- ---------- ---------- ----------

Total available for sale 40,922 336 (264) 40,994
---------- ---------- ---------- ----------

Total $ 45,924 $ 415 $ (287) $ 46,052
---------- ---------- ---------- ----------
</TABLE>

35
page 82
<PAGE>

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996, 1995 AND 1994

NOTE 2 - INVESTMENT SECURITIES (CONTINUED)

The amortized cost and estimated market value of investment securities at
December 31, 1996, by contractual maturity, are shown below. Expected
maturities will differ from contractual maturities because borrowers may
have the right to call or prepay obligations with or without call or
prepayment penalties.

Securities Securities
Held to Maturity Available for Sale
------------------------- -------------------------
Estimated Estimated
Amortized Market Amortized Market
Cost Value Cost Value
--------- --------- --------- ---------
(Expressed in Thousands)
<S> <C> <C> <C> <C>

Due in one year or less $ 200 $ 201 $ 7,100 $ 7,118

Due after one year through five years 3,523 3,534 29,653 29,490

Due after five years through ten years 1,678 1,691 4,015 4,008

Due after ten years 163 161 - -
--------- --------- --------- ---------
5,564 5,587 40,768 40,616

Mortgage-backed securities - - 3,716 3,741

Equity securities - - 518 519
--------- --------- --------- ---------

Total $ 5,564 $ 5,587 $ 45,002 $ 44,876
========= ========= ========= =========
</TABLE>

Proceeds from sales of securities available for sale during the years ended
December 31, 1996 and 1995, were $1,250,868 and $183,275, respectively.
Gross gains of $425 and gross losses of $1,136 in 1996 and gross gains of
$170,075 in 1995 were realized on those sales. Assets carried at
$14,158,000 and $7,263,000 at December 31, 1996 and 1995, respectively,
were pledged to secure United States Government and other public funds
and for other purposes as required or permitted by law.

36
page 83
<PAGE>

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996, 1995 AND 1994

NOTE 3 - LOANS AND LEASES

Loans outstanding at December 31, 1996 and 1995, are as follows:

(Expressed in Thousands)
1996 1995
----------- -----------
<S> <C> <C>
Real estate-construction $ 418 $ 16
Real estate-farmland 12 15
Real estate-residential 28,920 28,697
Real estate-secured by non-farm, non-residential 21,145 18,105
Commercial and industrial loans 10,338 8,192
Installment and other loans to individuals 17,379 14,467
Non-rated industrial development obligations 1,593 1,684
Direct financing leases 334 575
Other loans 368 334
----------- -----------
Total 80,507 72,085
Less unearned interest and deferred fees 90 79
----------- -----------
Net loans $ 80,417 $ 72,006
=========== ===========
</TABLE>

The elements of the investment in direct financing leases at December 31 are
as follows:

(Expressed in Thousands)
1996 1995
----------- -----------
<S> <C> <C>
Rentals receivable $ 194 $ 471
Estimated residual value of leased assets 154 153
----------- -----------
Subtotal 348 624
Unearned income (14) (49)
----------- -----------

Total net investment in direct financing leases $ 334 $ 575
=========== ===========
</TABLE>

The corporation has no loans at December 31, 1996 and 1995, that were
specifically classified as impaired. Non-accrual loans amounted to
$353,000 and $350,000 at December 31, 1996, and 1995, respectively, for
which impairment had not been recognized. The amount of interest income
that would have been recognized had the loans performed in accordance
with their original terms was $29,000 and $28,000 for 1996 and 1995,
respectively.

37
page 84
<PAGE>

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996, 1995 AND 1994

NOTE 4 - ALLOWANCE FOR LOAN LOSSES

Activity in the allowance for loan losses is summarized as follows:

(Expressed in Thousands)
December 31,
1996 1995
------------ ------------
<S> <C> <C>
Balance, beginning of year $ 1,148,692 $ 946,625
Additions charged to operating expense 70,600 49,600
Recoveries 24,889 208,874
------------ ------------
Total 1,244,181 1,205,099
Less loans charged-off 83,879 56,407
------------ ------------

Balance, end of year $ 1,160,302 $ 1,148,692
============ ============
</TABLE>

The entire allowance represents a valuation reserve which is available for
future charge-offs of loans and leases.

NOTE 5 - PREMISES AND EQUIPMENT

Premises and equipment are stated at cost, less accumulated depreciation, as
follows:

<TABLE>
<CAPTION>
Original
December 31, Useful Life
1996 1995 Years
------------ ------------ ------------
<S> <C> <C> <C>
Land $ 794,116 $ 794,116
Land improvements 223,004 229,961 20
Leasehold improvements 394,847 148,105 25
Buildings 2,856,663 2,855,040 20 - 50
Furniture, fixtures & equipment 2,004,493 1,828,026 3 - 20
------------ ------------
Total 6,273,123 5,855,248
Less accumulated depreciation 3,023,698 2,752,034
------------ ------------

Premises and equipment, net $ 3,249,425 $ 3,103,214
============ ============
</TABLE>

Charges to operations for depreciation approximated $351,511, $264,091, and
$224,368 for 1996, 1995, and 1994, respectively.

page 85
<PAGE>

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996, 1995 AND 1994

NOTE 6 - DEPOSITS

The composition of the banks' deposits at December 31 follows:

(Expressed in Thousands)
1996
--------------------------------------------------------------
Demand
----------------------------
Noninterest Interest
Bearing Bearing Savings Time
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>

Individuals, partnerships and corporations $ 10,981 $ 20,046 $ 37,808 $ 50,205
United States Government 210 - - -
States and political subdivisions 246 3,514 411 818
Commercial banks - - - 100
Other depository institutions 207 - - 10
Certified and official checks 715 - - -
----------- ----------- ----------- -----------
Total $ 12,359 $ 23,560 $ 38,219 $ 51,133
=========== =========== =========== ===========

(Expressed in Thousands)
1995
--------------------------------------------------------------
Demand
----------------------------
Noninterest Interest
Bearing Bearing Savings Time
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>

Individuals, partnerships and corporations $ 10,256 $ 19,998 $ 41,437 $ 37,788
United States Government 170 - - -
States and political subdivisions 177 2,851 222 661
Commercial banks - - - -
Other depository institutions 341 - - -
Certified and official checks 995 - - -
----------- ----------- ----------- -----------
Total $ 11,939 $ 22,849 $ 41,659 $ 38,449
=========== =========== =========== ===========

</TABLE>

Time deposits include certificates of deposit issued in denominations of
$100,000 or more which amounted to $10,475,000 and $4,493,000 at
December 31, 1996 and 1995, respectively.

A maturity distribution of time certificates of deposit of $100,000 or
more at December 31, 1996, follows:

Due in three months or less $ 4,683,000
Due after three months through six months 1,237,000
Due after six months through twelve months 1,447,000
Due after one year through five years 3,108,000
------------

Total $ 10,475,000
============
39

page 86
<PAGE>

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996, 1995 AND 1994

NOTE 7 - INCOME TAX

The provisions for income taxes at December 31 consist of:

1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Currently payable:
Federal $ 734,047 $ 679,884 $ 609,539
State 112,528 109,119 84,990
Deferred:
Federal (29,825) (54,675) (66,177)
State (3,597) (7,101) 5,513
----------- ----------- -----------
Income tax expense $ 813,153 $ 727,227 $ 633,865
=========== =========== ===========
</TABLE>

The following temporary differences gave rise to the deferred tax asset at
December 31:

1996 1995
----------- -----------
<S> <C> <C>

Allowance for loan losses $ 257,119 $ 235,691
Deferred loan fees 30,560 26,727
Accrued interest on non-performing loans 27,712 34,474
Deferred compensation 26,730 -
Deferred directors fees 17,865 16,142
Premises and equipment due to differences in depreciation (71,228) (47,488)
Investment and loan income due to purchase accounting
adjustments for acquisitions (11,757) (19,290)
Deferred state income tax (11,885) (10,662)
Other, net - 524
----------- -----------

Total deferred tax asset - federal 265,116 236,118
Total deferred tax asset - state 34,956 31,359
----------- -----------
300,072 267,477

Deferred tax assets (liabilities) arising from market
adjustments of securities available for sale
Federal 41,501 (23,428)
State 3,907 (2,835)
----------- -----------

Total deferred tax assets $ 345,480 $ 241,214
=========== ===========
</TABLE>

page 87
<PAGE>

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996, 1995 AND 1994

NOTE 7 - INCOME TAX (CONTINUED)

A reconciliation between the amount of reported income tax expense and the
amount computed by applying the statutory federal income tax rate to
income before income taxes for the year ended December 31 is as follows:

1996 1995 1994
------------------ ------------------ ------------------
Amount Percent Amount Percent Amount Percent
--------- ----- --------- ----- --------- -----
<S> <C> <C> <C> <C> <C> <C>

Computed tax at statutory
Federal rate $ 835,430 34.0% $ 747,175 34.0% $ 653,337 34.0%
Plus state income taxes net
Of federal tax benefits 71,894 2.9 67,332 3.1 59,732 3.1
--------- ----- --------- ----- --------- -----

907,324 36.9 814,507 37.1 713,069 37.1

Increase (decrease) in taxes
resulting from:
Tax exempt income (106,073) (4.3) (111,874) (5.1) (92,109) (4.8)
Nondeductible interest expense 6,825 0.3 11,078 0.5 7,711 0.4
Nondeductible goodwill 7,696 0.3 8,686 0.4 8,686 0.5
Others - net (2,619) (0.1) 4,830 0.2 (3,492) (0.2)
--------- ----- --------- ----- --------- -----

Actual tax expense $ 813,153 33.1% $ 727,227 33.1% $ 633,865 33.0%
--------- ----- --------- ----- --------- -----
</TABLE>

NOTE 8 - EMPLOYEE BENEFIT PLANS

The corporation has a non-contributory profit-sharing plan for employees
meeting certain service requirements. The corporation makes annual
contributions to the profit-sharing plan based on income of the corporation
as defined. Total expenses for the plan were $116,300, $106,300, and
$91,000 for the years ended December 31, 1996, 1995, and 1994,
respectively.

In 1996, the corporation implemented a non-qualified, deferred compensation
plan for certain corporate officers. Under the plan, the officers can
elect to defer part of their annual bonus. The corporation incurred no
additional salary and benefits expense as a result of the plan.

NOTE 9 - REPURCHASE AGREEMENTS

Repurchase agreements represent borrowings of a short duration, usually
less than 30 days. The securities underlying the agreements were under the
banks' control. The corporation had an insignificant amount of activity in
these borrowings in 1994. Information related to these borrowings is
summarized below for 1996 and 1995:

1996 1995
----------- -----------
Balance at end of year $ 5,930,691 $ 749,224
Average balance during the year 3,703,803 457,849
Maximum month-end balance 5,930,691 859,954
Weighted-average rate during the year 3.42% 3.55%
Rate at December 31 4.07% 2.79%

page 88
<PAGE>

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996, 1995 AND 1994

NOTE 10 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

The subsidiary banks are a party to financial instruments with
off-balance-sheet risk in the normal course of business to meet the
financing needs of their customers. These financial instruments include
commitments to extend credit and standby letters of credit. These
instruments involve, to varying degrees, elements of credit risk in excess
of the amount recognized in the balance sheet. The contract amounts of
these instruments reflect the extent of involvement the corporation has in
particular classes of financial instruments.

The corporation's exposure to credit loss in the event of nonperformance by
the other party to the financial instrument for commitments to extend
credit and standby letters of credit is represented by the contractual
amount of those instruments. The corporation uses the same credit policies
in making commitments and conditional obligations as it does for
on-balance-sheet instruments.

The following represents financial instruments whose contract amounts
represent credit risk:

1996 1995
------------ ------------
Commitments to extend credit $ 7,987,000 $ 4,600,000
Standby letters of credit 330,000 598,000

Commitments to extend credit are agreements to lend to a customer as long
as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee. Since many of the commitments
are expected to expire without being drawn upon, the total commitment
amounts do not necessarily represent future cash requirements. The
corporation evaluates each customer's creditworthiness on a case-by-case
basis. The amount of collateral obtained, if deemed necessary by the
corporation upon extension of credit, is based on management's credit
evaluation of the counterpart. Collateral held varies but may include
accounts receivable, inventory, property, plant and equipment, and
income-producing commercial properties.

Standby letters of credit are conditional commitments issued by the
corporation to guarantee the performance of a customer to a third party.
These guarantees are primarily issued to support public and private
borrowing arrangements. Substantially all of the standby letters of credit
outstanding at December 31, 1996, and December 31, 1995, expire in 1997.
The credit risk involved in issuing letters of credit is essentially the
same as that involved in extending loan facilities to customers.

page 89
<PAGE>

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996, 1995 AND 1994

NOTE 11 - RELATED PARTY TRANSACTIONS

Directors and officers of the corporation and its subsidiaries, and their
associates, were customers of, and had other transactions with the
subsidiary banks in the normal course of business. All loans and
commitments included in such transactions were made on substantially the
same terms, including interest and collateral, as those prevailing at the
time for comparable transactions with other persons and do not involve more
than the normal risk of collectibility. Such loans totaled $4,720,986 at
December 31, 1996, and $4,832,062 at December 31, 1995.

The following is an analysis of loan activity to directors, executive
officers, and associates of the corporation and its subsidiaries:

December 31,
1996 1995
------------ ------------
Balance, January 1 $ 4,832,062 $ 3,762,344
New loans during the period 1,218,597 2,834,187
Repayments during the period (1,329,673) (1,764,469)

Ending balance $ 4,720,986 $ 4,832,062
============ ============

NOTE 12 - CONCENTRATIONS OF CREDIT RISK

Most of the affiliate banks' loans and commitments have been granted to
customers in the banks' primary market areas of Northern and Central West
Virginia and Eastern Ohio. In the normal course of business, however, the
banks have purchased participations and originated loans outside of their
primary market areas. The aggregate loan balances outstanding in any one
geographic area, other than the banks' primary lending areas, do not exceed
10% of total loans. No specific industry concentrations exceeded 10% of
total exposure. The concentrations of credit by type of loan are set forth
in Note 3.

NOTE 13 - LEASES

At December 31, 1996, the corporation's bank affiliates leased certain land
used for banking purposes under long-term leases, expiring at various
dates. These leases contain renewal options and generally provide that the
corporation will pay for insurance, taxes, and maintenance.

As of December 31, 1996, the future minimum rental payments required under
noncancelable operating leases with initial terms in excess of one year,
are as follows:

December 31, 1997 $ 107,000
December 31, 1998 107,000
December 31, 1999 90,750
December 31, 2000 56,000
December 31, 2001 36,000
Thereafter 368,000

Rental expense under operating leases approximated $104,000 in 1996;
$87,000 in 1995; and $65,700 in 1994.

page 90
<PAGE>

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996, 1995 AND 1994

NOTE 14 - OTHER OPERATING EXPENSES

Other operating expenses at December 31 included the following:

<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
Directors fees $ 122,300 $ 120,750 $ 111,850
Stationery and supplies 143,710 147,859 91,856
Regulatory assessment and deposit insurance 67,592 185,049 285,281
Advertising 104,568 119,798 71,004
Postage and transportation 118,247 106,078 88,608
Equipment expense 116,502 103,738 80,456
Insurance 91,558 85,502 81,898
Other 958,903 860,487 800,495
---------- ---------- ----------

Total $1,723,380 $1,729,261 $1,611,448
========== ========== ==========
</TABLE>

NOTE 15 - RESTRICTION ON CASH

The subsidiary banks are required to maintain an average reserve balance
with the Federal Reserve Bank or in cash on hand. The average required
reserve balances for the years ended December 31, 1996 and 1995, were
$655,000 and $638,000, respectively.

NOTE 16 - LIMITATIONS ON DIVIDENDS

The approval of the Comptroller of the Currency is required to pay
dividends if the total of all dividends declared by a national bank in any
calendar year exceeds the total of its net profits (as defined) for the
year, combined with its retained net profits of the preceding two years.
Under this formula, the subsidiary banks can declare dividends in 1997,
without approval of the Comptroller of the Currency, of approximately
$2,127,000, plus an additional amount equal to the bank's net profit for

1997 up to the date of any such dividend declaration. The subsidiary banks
are the primary source of funds to pay dividends to the stockholders of
First West Virginia Bancorp, Inc.

NOTE 17 - CASH FLOWS INFORMATION

For the purpose of presentation in the Statement of Cash Flows, cash and
cash equivalents are defined as cash on hand and amounts due from banks.

Cash payments for interest in 1996, 1995, and 1994, were $3,854,727,
$3,338,364, and $2,871,321, respectively. Cash payments for income taxes
for 1996, 1995, and 1994 were $872,395, $803,600, and $693,579,
respectively.

page 91
<PAGE>

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996, 1995 AND 1994

NOTE 18 - REGULATORY MATTERS

The affiliate banks are subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimum
capital requirements can initiate certain mandatory, and possibly
additional discretionary, actions by regulators that, if undertaken, could
have a direct material effect on the bank's financial statements. Under
capital adequacy guidelines and the regulatory framework for prompt
corrective action, the banks must meet specific capital guidelines that
involve quantitative measures of the banks' assets, liabilities, and
certain off-balance-sheet items as calculated under regulatory accounting
practices. The banks' capital amounts and classifications are also subject
to qualitative judgments by the regulators about components, risk,
weighting, and other factors.

Quantitative measures established by regulation to ensure capital adequacy
require the banks to maintain minimum amounts and ratios (set forth in the
table below) of total and Tier I capital (as defined in the regulations) to
risk-weighted assets (as defined), and of Tier I capital (as defined) to
average assets (as defined). Management believes, as of December 31, 1996,
that the banks meet all capital adequacy requirements to which they are
subject.

As of December 31, 1996, the most recent notifications from the Office of
the Comptroller of the Currency categorized the banks as well capitalized
under the regulatory framework for prompt corrective action. To be
categorized as well capitalized, the banks must maintain minimum total
risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in
the table. There are no conditions or events since those notifications
that management believes have changed the institutions' category.

To Be Well
Capitalized Under
For Capital Prompt Corrective
Actual Adequacy Purposes Action Provisions
------------------ ------------------ ------------------
(Amounts Expressed in Thousands) Amount Ratio Amount Ratio Amount Ratio
--------- ------ --------- ------ --------- ------
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1996:
Total Capital $ 13,424 16.0% $ 6,732 8.0% $ 8,415 10.0%
(to Risk Weighted Assets)
Tier I Capital $ 12,406 14.7% $ 3,366 4.0% $ 5,049 6.0%
(to Risk Weighted Assets)
Tier I Capital $ 12,406 8.6% $ 4,313 3.0% $ 7,188 5.0%
(to Average Assets)

</TABLE>

NOTE 19 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The reported fair values of financial instruments are based on a variety of
factors. Where possible, fair values represent quoted market prices for
identical or comparable instruments. In other cases, fair values have been
estimated based on assumptions concerning the amount and timing of
estimated future cash flows and assumed discount rates reflecting varying
degrees of risk. Intangible values assigned to customer relationships are
not reflected in the reported fair values. Accordingly, the fair values
may not represent actual values of the financial instruments that could
have been realized as of year end or that will be realized in the future.

The following methods and assumptions were used by the Corporation in
estimating the fair value disclosures for financial instruments:

Cash and Short-term Investments: The carrying amount for cash and
short-term investments is a reasonable estimate of fair value. Short-term
investments consist of federal funds sold.

page 92
<PAGE>

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996, 1995 AND 1994

NOTE 19 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

Investment Securities: Fair values for investment securities are based on
quoted market prices, where available. If quoted market prices are not
available, fair values are based on quoted market prices of comparable
instruments.

Loans: Fair values for loans are estimated for portfolios of loans with
similar financial characteristics. Loans are segregated by type such as
commercial, real estate, and consumer. Each loan category is further
segmented into fixed and adjustable rate interest terms and by performing
and non-performing categories. The fair value is calculated by discounting
scheduled cash flows through the estimated maturity using estimated
discount rates which reflect credit and interest rate risks inherent to the
loan.

Deposits: The carrying amount for noninterest bearing and interest bearing
demand deposits and savings deposits is considered to be a reasonable
estimate of fair value. Fair values for time deposits are estimated using
discounted cash flow analysis. Discount rates reflect rates currently
offered for deposits of similar remaining maturities.

Short-Term Borrowings: The carrying amount for short-term borrowings which
consist of repurchase agreements is considered to be a reasonable estimate
of fair value.

Off-Balance Sheet Instruments: The fair value of commitments is estimated
using the fees currently charged to enter into similar agreements, taking
into account the remaining terms of the agreements and the present
creditworthiness of the counterparties. The amount of fees currently
charged on commitments are determined to be insignificant and, therefore,
the carrying value and fair value of off-balance sheet instruments are not
shown.
The estimates of fair values of financial instruments are summarized as
follows at December 31:

(Expressed in Thousands)
1996 1995
--------------------------------------------------

Carrying Fair Carrying Fair
Amount Value Amount Value
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Financial assets:
Cash and short-term investments $ 10,132 $ 10,132 $ 6,540 $ 6,540
Investment securities 50,440 50,463 45,995 46,052
Loans (1) 78,922 79,567 70,288 71,648

Financial liabilities:
Deposits 125,271 125,018 114,895 115,063
Short-term borrowings 5,931 5,931 749 749

<FN>
(1) Excludes net leases with a carrying amount of $334,000 and $570,000
at December 31, 1996 and 1995, respectively.

</TABLE>

page 93
<PAGE>

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996, 1995 AND 1994

NOTE 20 - CONDENSED PARENT COMPANY FINANCIAL STATEMENTS

Presented below are the condensed balance sheets, statements of income, and
statements of cash flows for First West Virginia Bancorp, Inc.

BALANCE SHEETS

December 31,
1996 1995
----------- -----------
ASSETS
Cash $ 267,641 $ 245,336
Investment in common stock - available
for sale (at market value) 1,947 2,045
Investment in subsidiary banks 12,236,514 11,251,288
Land and buildings, net 199,679 211,079
Other assets 54,933 27,441
----------- -----------

Total assets $12,760,714 $11,737,189
=========== ===========

LIABILITIES
Accrued expenses $ 32,817 $ 27,982
Deferred compensation 78,619 -
----------- -----------

Total liabilities 111,436 27,982

STOCKHOLDERS' EQUITY 12,649,278 11,709,207
----------- -----------

Total liabilities and stockholders' equity $12,760,714 $11,737,189
=========== ===========

page 94
<PAGE>

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996, 1995 AND 1994

NOTE 20 - CONDENSED PARENT COMPANY FINANCIAL STATEMENTS (CONTINUED)

STATEMENTS OF INCOME
<TABLE>
<CAPTION>

Year Ended December 31,
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
INCOME
Dividends from subsidiary banks $ 585,400 $ 530,680 $ 523,350
Rental income 48,258 29,550 29,550
Gain on sale of investments - 170,075 132,124
Other income 67,238 67,212 67,200
---------- ---------- ----------

Total income 700,896 797,517 752,224
---------- ---------- ----------

EXPENSES
Salary and employee benefits 78,619 - -
Interest expense 1,995 1,802 4,524
Occupancy expense 11,400 11,400 11,400
Other expenses 105,949 144,948 93,164
---------- ---------- ----------

Total expenses 197,963 158,150 109,088
---------- ---------- ----------

Income before income taxes and
equity in undistributed income
of subsidiaries 502,933 639,367 643,136

INCOME TAX BENEFIT (EXPENSE) 29,859 (43,413) (46,806)

EQUITY IN UNDISTRIBUTED INCOME
OF SUBSIDIARIES 1,111,202 874,393 691,383
---------- ---------- ----------

Net income $1,643,994 $1,470,347 $1,287,713
========== ========== ==========

</TABLE>
48

page 95
<PAGE>

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1996, 1995 AND 1994

NOTE 20 - CONDENSED PARENT COMPANY FINANCIAL STATEMENTS (CONTINUED)

STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

Year Ended December 31,
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>

OPERATING ACTIVITIES
Net income $1,643,994 $1,470,347 $1,287,713
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation and amortization 15,448 15,448 15,447
Change in deferred tax benefit (29,213) 1,770 (1,034)
Undistributed earnings of affiliates (1,111,202) (874,393) (691,383)
Changes in operating assets
and liabilities:
Other assets (2,291) 5,142 (6,191)
Deferred compensation 78,619 - -
Other liabilities 4,835 (5,209) 6,455
Gain on sale of securities - (170,075) (132,124)
---------- ---------- ----------

Net cash provided by
operating activities 600,190 443,030 478,883
---------- ---------- ----------

INVESTING ACTIVITIES
Proceeds from sale of securities - 183,275 146,974
Purchase of stock - - (1,162)
---------- ---------- ----------

Net cash provided by
investing activities - 183,275 145,812
---------- ---------- ----------

FINANCING ACTIVITIES
Principal payments on long-term borrowings - - (250,000)
Sale of treasury stock - - 12,880
Dividends paid (577,885) (414,151) (448,535)
---------- ---------- ----------

Net cash used by
financing activities (577,885) (414,151) (685,655)
---------- ---------- ----------

INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 22,305 212,154 (60,960)

CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR 245,336 33,182 94,142
---------- ---------- ----------

CASH AND CASH EQUIVALENTS
AT END OF YEAR $ 267,641 $ 245,336 $ 33,182
========== ========== ==========

</TABLE>

Supplemental disclosures:

Interest expense note: Cash payments for interest were $1,995, $1,802, and
$4,524 during 1996, 1995, and 1994, respectively.

Income taxes note: The parent company made income tax payments of $1,000,
$40,800, and $44,700 in 1996, 1995, and 1994, respectively.

page 96
<PAGE>

First West Virginia Bancorp, Inc.

DIRECTORS

George F. Beneke. . . . . . . . Chairman of the Board, First West Virginia
Bancorp, Inc.
Retired Attorney at Law
President, The Beneke Corporation

Sylvan J. Dlesk. . . . . . . . . . . . . . . . . . .President, Dlesk, Inc.

Robert A. Heyl. . . . . . . . . . . . . . . . . . . Retired Business Owner

Ben R. Honecker. . . . . . . . . . . . . . . . . . . . . . Attorney at Law

Laura G. Inman. . . . . . . . . . . .Vice Chairman, Senior Vice President,
First West Virginia Bancorp, Inc.
Senior Vice President, Progressive Bank, N.A.

James C. Inman, Jr. . . . . . . . . . . . . . . . . Retired Bank Executive

R. Clark Morton. . . . . . . . . . . . . . . . . . . . . . Attorney at Law

Karl W. Neumann. . . . . . . . . . . . . . . . . . .Chairman of the Board,
Progressive Bank, N.A.
Retired Insurance Executive

Thomas A. Noice. . . . . . . . . . . . . . . . . . .Chairman of the Board,
Progressive Bank, N.A. Bellaire

Peter C. Schuetz. . . . . . . . . . . . . . . . . Retired Dairy Consultant

Ronald L. Solomon. . . . . . . . . .President and Chief Executive Officer,
First West Virginia Bancorp, Inc.
Vice Chairman, Chief Executive Officer,
Progressive Bank, N.A.
Vice Chairman, Progressive Bank, N.A. Buckhannon

OFFICERS

George F. Beneke. . . . . . . . . . . . . . . . . . .Chairman of the Board

Laura G. Inman. . . . . . . . . . . . Vice Chairman, Senior Vice President

Ronald L. Solomon. . . . . . . . . . President and Chief Executive Officer

Charles K. Graham. . . . . . . . . . . . .Executive Vice President - Loans

Beverly A. Barker. . . . . . . . . . . . .Senior Vice President, Treasurer

Francie P. Reppy. . . . . . . . . . . . . . . . . . . . . . . . Controller

Connie R. Tenney. . . . . . . . . . . . . . . . . . . . . . Vice President

David E. Yaeger. . . . . . . . . . . . . . . . . . . . . . .Vice President

Stephanie A. LaFlam. . . . . . . . . . . . . . . . . . . . . . . Secretary

James R. Davis. . . . . . . . . . . . . . . . . . . . . . . . . . .Auditor

page 97
<PAGE>
SUBSIDIARY
Progressive Bank N.A.
Wheeling, WV 26003

DIRECTORS OFFICERS

Dominic V. Agostino Karl W. Neumann, Chairman of the Board
George F. Beneke Ronald L. Solomon, Vice Chairman &
Dr. Clyde D. Campbell Chief Executive Officer
Sylvan J. Dlesk Charles K. Graham, President
Harry N. Duvall Beverly A. Barker, Executive Vice President, Cashier
Charles K. Graham Laura G. Inman, Senior Vice President
Ben R. Honecker Francie P. Reppy, Controller
T. Stewart Hopkins Brad D. Winwood, Vice President
Laura G. Inman Gary S. Martin, Assistant Vice President/
James C. Inman, Jr. Marketing Coordinator
Howard D. Long David E. Wharton, Assistant Vice President/
W. H. Lucarelli Office Manager Warwood
R. Clark Morton Stephanie A. LaFlam, Secretary
Karl W. Neumann Michele L. Stanley, Human Resource Manager/
William T. Nickerson Asst. Office Manager Warwood
Edward P. Otte Mitzi K. Mattern, Credit Card Manager,
William G. Petroplus Office Manager Wellsburg
Peter C. Schuetz Susan E. Reinbeau, Office Manager Woodsdale
Ronald G. Solomon Lisa M. Minor, Office Manager Moundsville
Robin L. Snyder, Operations Supervisor Wellsburg
Laura K. Snedeker, Manager Bookkeeping/Proof Operations
Patricia L. Smith, Data Processing Manager
Debra M. Tomlin, Loan Officer
Bryan S. Ramsey, Loan Officer
James R. Davis, Auditor

SUBSIDIARY
Progressive Bank, N.A. - Buckhannon
Buckhannon, WV 26201

DIRECTORS OFFICERS

Charles K. Graham Dale F. Riggs, Chairman
Margaret D. Brown Ronald L. Solomon, Vice Chairman
William L. Fury Connie R. Tenney, President,
and Secretary Chief Executive Officer, Cashier
J. Burton Hunter, III Larry J. Chidester, Assistant Vice President
David R. Rexroad J. Burton Hunter, III, Assistant Secretary
Rickie E. Rice Cathy Sue Wingler, Assistant Cashier
Dale F. Riggs Robin K. Forinash, Office Manager Weston
Ronald L. Solomon
Douglas M. Stewart
Connie R. Tenney
J. David Thomas
SUBSIDIARY
Progressive Bank, N.A. - Bellaire
Bellaire, Ohio 43906

DIRECTORS OFFICERS

George F. Beneke Thomas A. Noice, Chairman
Robert R. Cicogna David E. Yaeger, President & Chief Executive Officer
Gary P. DeVendra Deborah A. Kloeppner, Vice President and Secretary
Robert A. Heyl Shirrel A. Czap, Assistant Vice President
C. Gary Hill Helen V. Forbes, Cashier
Thomas A. Noice
Clarence J. Ramsay
T. L. Ring, M.D.
Thomas L. Sable
Ronald L. Solomon
Kathy L. Supinsky
David E. Yaeger

51
page 98
<PAGE>

Progressive Bank N.A. - Wheeling

(Photograph) Progressive Bank N.A.- Buckhannon
[CAPTION] (Photograph)
Woodsdale Office [CAPTION]
Wheeling, WV Buckhannon, WV

(Photograph) (Photograph)
[CAPTION] [CAPTION]
Warwood Office Weston, WV
Wheeling, WV

(Photograph)
[CAPTION]
Wellsburg,WV Progressive Bank N.A.- Bellaire
(Photograph)
[CAPTION]
(Photograph) Bellaire, OH
[CAPTION]
Moundsville Kroger Store Office
Moundsville, WV
52

page 99
<PAGE>

First West Virginia Bancorp, Inc. and Subsidiaries

Corporate Information

Corporate Office:

First West Virginia Bancorp, Inc.
1701 Warwood Avenue
Wheeling, WV 26003
(304) 277-1100

Transfer Agent:

Any inquiries related to stockholder records, stock transfers, changes of
ownership, and changes of address should be sent to the transfer agent at the
following address:

ChaseMellon Shareholder Services
85 Challenger Road
Overpeck Centre
Ridgefield Park, New Jersey 07660
1-800-756-3353

Stock Trading Information:

First West Virginia Bancorp, Inc.'s common stock is traded on the American
Stock Exchange, Inc. primary list under the symbol FWV.

Annual Meeting

The Annual Meeting of Stockholders will be held at 4:00 p.m, on Tuesday, April
8, 1997, at the Warwood Office of Progressive Bank, N.A., 1701 Warwood Avenue,
Wheeling, WV 26003

Form 10-K

Upon written request any shareholder of record on December 31, 1996, may
obtain a copy of the Corporation's 1996 Form 10-K Report (to be filed with the
Securities and Exchange Commission before March 31, 1997) by writing to Ronald
L. Solomon, President, First West Virginia Bancorp, Inc., 875 National Road,
Wheeling, WV 26003

page 100

<PAGE>
MANAGEMENT REPORT ON FINANCIAL STATEMENTS

EXHIBIT 13.2

Management Report on Financial Statements

page 101
<PAGE>

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS

The accounting systems of the Corporation include internal
accounting controls which safeguard the Corporation's assets from material
loss or misuse and ensure that transactions are properly authorized and
recorded in its financial records, and designed to provide reasonable
assurance as to the integrity and reliability of the financial records. There
are inherent limitations in all systems of internal control based on the
recognition that the cost of such systems should not exceed the benefits to be
derived. The accounting system and related controls are reviewed by a
program of internal audits performed by the internal auditor and independent
auditors.

page 102

<PAGE>
SUBSIDIARIES OF THE HOLDING COMPANY

EXHIBIT 22.1

Subsidiaries of the Holding Company

page 103
<PAGE>
SUBSIDIARIES OF THE HOLDING COMPANY

1. Progressive Bank, N.A. of Wheeling, West Virginia, a national banking
association with offices in Wheeling, Wellsburg, and Moundsville, West
Virginia.

2. Progressive Bank, N.A. - Buckhannon of Buckhannon, West Virginia, a
national banking association with offices in Buckhannon and Weston,
West Virginia.

3. Progressive Bank, N.A. - Bellaire, of Bellaire, Ohio, a national
banking association.

page 104

<PAGE>
CONSENT OF INDEPENDENT AUDITORS

EXHIBIT 24.1

Consent of Independent Auditors

page 105
<PAGE>
SNODGRASS
Certified Public Accountants

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference of our report dated January 15,
1997 relative to the consolidated balance sheet of First West Virginia
Bancorp, Inc. as of December 31, 1996 and the related consolidated statements
of income, changes in stockholders' equity and cash flows for each of the
three years in the period ended December 31, 1996. Said report is included in
the 1996 Annual Report to Shareholders of First West Virginia Bancorp, Inc.
(Exhibit 13.1 to this Form 10-K).

/s/ S.R. Snodgrass A.C.

Wheeling, West Virginia
March 12, 1997

S.R. Snodgrass, A.C.
980 National Road Wheeling, WV 26003-6400 Phone: 304-233-5030 Facsimile:
304-233-3062

page 106

<ARTICLE> 9

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1996
<CASH> 4,589
<INT-BEARING-DEPOSITS> 82
<FED-FUNDS-SOLD> 5,461
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 44,876
<INVESTMENTS-CARRYING> 5,564
<INVESTMENTS-MARKET> 5,587
<LOANS> 80,417
<ALLOWANCE> 1,160
<TOTAL-ASSETS> 144,546
<DEPOSITS> 125,271
<SHORT-TERM> 5,931
<LIABILITIES-OTHER> 695
<LONG-TERM> 0
0
0
<COMMON> 4,030
<OTHER-SE> 8,619
<TOTAL-LIABILITIES-AND-EQUITY> 144,546
<INTEREST-LOAN> 6,842
<INTEREST-INVEST> 2,849
<INTEREST-OTHER> 376
<INTEREST-TOTAL> 10,067
<INTEREST-DEPOSIT> 3,798
<INTEREST-EXPENSE> 3,925
<INTEREST-INCOME-NET> 6,142
<LOAN-LOSSES> 71
<SECURITIES-GAINS> (1)
<EXPENSE-OTHER> 4,164
<INCOME-PRETAX> 2,457
<INCOME-PRE-EXTRAORDINARY> 2,457
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,643
<EPS-PRIMARY> 2.04
<EPS-DILUTED> 2.04
<YIELD-ACTUAL> 4.90
<LOANS-NON> 353
<LOANS-PAST> 300
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,149
<CHARGE-OFFS> 84
<RECOVERIES> 25
<ALLOWANCE-CLOSE> 1,160
<ALLOWANCE-DOMESTIC> 1,129
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 31

</TABLE>

page 107
<PAGE>
PROXY STATEMENT FOR ANNUAL SHAREHOLDERS MEETING

EXHIBIT 99

Proxy statement for the annual shareholders meeting
to be held on April 8, 1997
page 108
<PAGE>

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

Wheeling, West Virginia
March 12, 1997

TO OUR SHAREHOLDERS:

Please take notice that the Annual Meeting of Shareholders of First
West Virginia Bancorp, Inc., a West Virginia corporation, will be held at the
Warwood Office of Progressive Bank, N.A., 1701 Warwood Avenue, Wheeling,
West Virginia, at 4:00 p.m., on April 8, 1997. Shareholders of record at the
close of business on March 7, 1997 will be entitled to vote.

While the Board of Directors sincerely hopes that all of you will
attend the meeting, we nevertheless urge you to COMPLETE, DATE, SIGN AND
RETURN THE PROXY FORM, ENCLOSED, AS SOON AS POSSIBLE. A self-addressed
stamped envelope is provided for the purpose. You should return the proxy
whether or not you plan to attend the meeting in person. If you do attend the
meeting, you may withdraw the proxy and vote in person if you so desire.

The purposes of the Annual Meeting are as follows:

1. To elect four directors;

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

By order of the Board of Directors.

/s/ Ronald L. Solomon

Ronald L. Solomon
President

page 109
<PAGE>
FIRST WEST VIRGINIA BANCORP, INC.
1701 Warwood Avenue, Wheeling, West Virginia 26003

PROXY STATEMENT
For Annual Meeting of Shareholders to be Held April 8, 1997

The proxy statement is furnished to the shareholders of First West
Virginia Bancorp, Inc., (the "Company"), in connection with the solicitation
of proxies for use at the Annual Meeting of Shareholders to be held April 8,
1997, and at all adjournments thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. This proxy statement
and the enclosed form of proxy are first being mailed to shareholders on or
about March 12, 1997.

Whether or not you expect to be personally present at the meeting, you
are requested to fill in, sign, date and return the enclosed form of proxy.
Any person giving such proxy has the right to revoke it at any time before it
is voted by giving notice to the Secretary of the Company. All shares
represented by duly executed proxies in the accompanying form will be voted
unless revoked prior to the voting thereof. A proxy may be revoked at any
time before it is voted at the meeting by executing a later dated proxy, or by
voting in person at the meeting, or by filing a written revocation with the
judges of election.

The close of business on March 7, 1997 has been fixed as the record
date for the determination of shareholders entitled to vote at the Annual
Meeting of Shareholders. As of the record date, there were outstanding and
entitled to be voted at such meeting 806,107 shares of common stock. The
holders of the common stock will be entitled to one vote for each share of
common stock held of record on the record date. In the election for directors
votes may be cumulated as provided by law. Please see Voting, below.

A copy of the Company's Annual Report to Shareholders for the fiscal
year ended December 31, 1996 accompanies this proxy statement.

The solicitation of this proxy is made by the Board of Directors of the
Company. The solicitation will be by mail and the expense thereof will be
paid by the Company. In addition, solicitation of proxies may be made by
telephone or other means by directors, officers or regular employees of the
Company.

I. Election of Directors

Nominees and Continuing Directors

The Board of Directors is divided into three classes, with the terms of
office of each class ending in successive years. Four directors of the
Company are to be elected to Class II, for terms expiring at the Annual
Meeting in 2000 or until their respective successors have been

page 110
<PAGE>
elected and have qualified. Certain information with respect to the nominees
for election as directors proposed by the Company and the other directors
whose terms of office as directors will continue after the Annual Meeting is
set forth below. Should any one or more of the nominees be unable or
unwilling to serve (which is not expected), the proxies (except proxies marked
to the contrary) will be voted for such other person or persons as the Board
of Directors of the Company may recommend.

Shares of
the Company's
Served as Common Stock
Name, Age, Principal Occupation Director Beneficially
or Position, Other Directorships (13) Since (1) Owned (2)
- -------------------------------- ---------- ------------
To be elected to Class II,
for terms ending in 2000
- --------------------------------

Sylvan J. Dlesk, 58 1988 63,653(3)
President of Dlesk, Inc. and
President of Ohio Valley Carpeting, Inc.;
Director of Progressive Bank, N.A.

Benjamin R. Honecker, 77 1973 16,497(4)
Attorney-at-Law; Director of
Progressive Bank, N.A.

James C. Inman, Jr., 55 1993 59,828(5)
Retired Bank Executive; Director of
Progressive Bank, N.A.

Thomas A. Noice, 74 1988 4,666(6)
Retired Bank Executive; Chairman of
the Board and Director of Progressive
Bank, N. A. - Bellaire

Class III Directors,
to continue in office until 1998
- --------------------------------

Robert A. Heyl, 75 1988 3,818(7)
Retired; Director of Progressive
Bank, N.A. - Bellaire

page 111
<PAGE>
R. Clark Morton, 68 1965 22,826(8)
Attorney-at-Law; Director of
Progressive Bank, N.A.

Peter C. Schuetz, 71 1979 22,796
Retired Consultant, United Dairy;
Director of Progressive Bank, N.A.

Ronald L. Solomon, 57 1978 11,223(9)
President and Chief Executive Officer
of the Company; Vice Chairman of the
Board and Chief Executive Officer
and Director of Progressive Bank, N.A.;
Vice Chairman of the Board and Director
of Progressive Bank, N.A.-Buckhannon;
Director of Progressive Bank, N.A.-Bellaire

Class I Directors,
to continue in office until 1999
- --------------------------------

George F. Beneke, 83 1958 47,522(10)
President of the Beneke Corporation;
Retired Attorney-at-Law; Chairman of the
Board and Director of the Company;
Director of Progressive Bank, N.A.,
and Progressive Bank, N.A. - Bellaire

Laura G. Inman, 55 1993 59,828(11)
Vice Chairman of the Board and Director
of the Company; Senior Vice President
and Director of Progressive Bank, N.A.

Karl W. Neumann, 76 1964 26,111(12)
Retired Insurance Executive;
Chairman of the Board and Director
of Progressive Bank, N.A.

[FN]
(1) Includes service with the Company's predecessors.

page 112
<PAGE>
[FN]
(2) Beneficial ownership of First West Virginia common stock is stated as
of February 12, 1997. Under rules of the Securities and Exchange
Commission, persons who have power to vote or dispose of securities,
either alone or jointly with others, are deemed to be the beneficial
owners of such securities. Shares owned separately by spouses are
included in the column totals but are identified in the footnotes
which follow. Each person reflected in the table has both sole
voting power and sole investment power with respect to the shares
included in the table, except as described in the footnotes.

(3) Includes 63,653 shares owned jointly by Mr. Dlesk and Rosalie J.
Dlesk, his wife.

(4) Excludes 2,121 shares owned jointly by Elizabeth R. Honecker, his
daughter, and Janet L. Honecker, his wife, as to which shares Mr.
Honecker disclaims beneficial ownership.

(5) Includes 54,949 shares owned by Laura G. Inman, his wife.

(6) Includes 479 shares owned jointly by Judith A. Noice, wife of Thomas
A. Noice, and Julia Vejvoda and 4,187 shares owned jointly by Thomas
A. Noice and Judith A. Noice.

(7) Includes 3,606 shares owned jointly by Mr. Heyl and Lois H. Heyl, his
wife.

(8) Includes 11,655 shares owned by Patricia H. Morton, his wife, and
5,787 shares owned jointly by R. Clark Morton and Patricia H. Morton.

(9) Includes 11,223 shares owned jointly by Mr. Solomon and Patricia H.
Solomon, his wife.

(10) Includes 18,835 shares held by WesBanco Bank Wheeling, as trustee
under the will of Sarah E. Beneke, deceased, and includes 6,945 shares
owned by the Beneke Corporation, of which Mr. Beneke is a principal.

(11) Includes 4,879 shares owned by James C. Inman, Jr., her husband.

(12) Includes 11,456 shares owned by Elizabeth H. Neumann, his wife.

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

Each of the nominees and continuing directors has had the same position
or other executive positions with the same employer during the past five
years, except as follows:

Mr. Inman served as director and vice president from 1976 and secretary
from 1989 of Wellsburg Banking and Trust Company of Wellsburg, West Virginia,
until that bank's merger into Progressive Bank, N.A. in 1993.

page 113
<PAGE>
Ms. Inman served as chairman and president of Wellsburg Banking and
Trust Company of Wellsburg, West Virginia from 1969, until that bank's merger
into Progressive Bank, N.A. in 1993. Since 1993, she served as senior vice
president of the Company until elected Vice Chairman of the Company in
November, 1995.

Certain Business Relationships

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

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

Board of Directors and Committees

There were 12 regular meetings and no special meetings of the Board of
Directors of the Company during 1996. All of the incumbent directors attended
at least 75 percent of the meetings. Each non-employee director is
compensated at the rate of $450.00 per meeting. Committee members are paid
$150.00 for attendance at each committee meeting. The standing committees of
the Board are: Audit Committee, Personnel and Salary Committee, Budget and
Marketing Committee, and Investment Committee.

The functions of the Audit Committee are to review the Company's annual
audit report with management, independent auditors and internal auditor and to
review the effectiveness of the Company's internal controls and related
matters. The committee meets quarterly. The members of the committee consist
of non-salaried directors and presently include Ben R. Honecker, chairman,
James C. Inman, Jr., George F. Beneke, R. Clark Morton and Karl W. Neumann.

The functions of the Personnel and Salary Committee are to review and
recommend the salaries and annual bonuses of all executive officers; recommend
the annual contribution to the employees' profit sharing plan; and monitor the
senior management and succession plans. The Board of Directors reviews the
committee recommendations for final action thereon. Company performance is
considered in establishing the annual budget for salary increases and is the
initial part of the review process. Company performance factors, including
net income and return on equity, and individual performance are considered in
setting annual bonuses. The committee meets on as-needed basis. The members
of the committee consist of non-salaried directors and presently include
George F. Beneke, chairman, S. J. Dlesk, Robert A. Heyl, R. Clark Morton and
Peter C. Schuetz.

6
page 114
<PAGE>
The functions of the Budget and Marketing Committee are to approve and
review the annual subsidiary banks' budgets and to review the marketing
efforts and strategies of the subsidiary banks. The committee meets two times
per year. The members of the committee consist of non-salaried directors and
presently include Peter C. Schuetz, chairman, S. J. Dlesk, Ben R. Honecker, R.
Clark Morton and Thomas A. Noice.

The functions of the Investment Committee are to guide management as to
the purchases and sales of investment securities by the subsidiary banks. The
committee meets on an as-needed basis. The members of the committee consist
of non-salaried directors and presently include James C. Inman, Jr., chairman,
Robert A. Heyl, Karl W. Neumann, and Thomas A. Noice.

II. Executive Compensation

<TABLE>
<CAPTION>
EXECUTIVE COMPENSATION
----------------------

NAME OF CAPACITIES IN WHICH CASH COMPENSATION
INDIVIDUAL SERVED
OF MEMBER IN YEAR SALARIES BONUS PROFIT OTHER ANNUAL
GROUP SHARING COMPENSATION
- --------------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C>
Ronald L. Solomon President and Chief Executive 1996 $ 99,996.00 $ 62,762.00 $15,769.50 $ 8,939.25(1)
Officer of the Company; Vice
Chairman of Board of Directors & 1995 $ 99,492.00 $ 50,653.00 $14,680.30 $ 7,097.52(1)
CEO of Progressive Bank, N.A.;
and Vice Chairman of Progressive 1994 $ 97,500.00 $ 43,127.00 $12,875.52 $ 7,161.48(1)
Bank, N.A. - Buckhannon
- --------------------------------------------------------------------------------------------------------------------------------

Charles K. Graham Executive Vice President of the 1996 $ 69,996.00 $ 43,884.00 $10,804.12 $ 6,214.96(2)
Company; President of Progressive
Bank, N.A.; Director of 1995 $ 68,100.00 $ 34,629.00 $ 9,849.53 $ 4,127.52(2)
Progressive Bank N.A. -
Buckhannon 1994 $ 66,408.00 $ 29,363.00 $ 8,563.07 $ 4,041.48(2)
- --------------------------------------------------------------------------------------------------------------------------------

All Executive Officers -- 1996 $404,568.00 $165,600.00 $55,367.18 $26,314.54
as a Group (7) =========== =========== ========== ==========

-- 1995 $403,476.00 $143,300.00 $47,144.80 $22,372.31
=========== =========== ========== ==========

-- 1994 $355,458.00 $118,200.00 $40,486.29 $17,793.27
=========== =========== ========== ==========
- --------------------------------------------------------------------------------------------------------------------------------

</TABLE>
NOTE: (1) This amount includes the value of Mr. Solomon's membership to
the Wheeling Country Club and Fort Henry Club.

(2) This amount includes the value of Mr. Graham's membership to
the Wheeling Country Club.

7
page 115
<PAGE>

Compensation Committee Interlocks and Insider Participation

As indicated, the Personnel and Salary Committee has responsibility for
annual raises and bonuses to the executive officers of the Company. Annual
raises to the CEO are based on overall performance of the Company. Bonuses
are predicated on the return on equity to shareholders. The Personnel and
Salary Committee meets annually, during the fourth quarter of each year, to
review the overall progress and projections to year end. All actions by the
Personnel and Salary Committee are presented to the full Board of Directors
for final approval.

No family relationships exist between the Personnel and Salary
Committee and the Company's executive officers, nor do any of the directors of
the Company serve on personnel committees of any other corporation.

Executive Officers; Additional Compensation

The subsidiary banks have paid bonuses in each of the preceding five
years to their executive officers. Decisions as to the issuance of a bonus
and the amount paid in each year are determined by the Company's Board of
Directors. The aggregate amount of bonuses to the executive officers of the
Company accrued for 1994 and paid in 1995 was $118,200.00; accrued for 1995
and paid in 1996 was $143,300 and accrued as of December 31, 1996 was
$165,600. The 1996 accrual for bonuses will be paid in 1997. Bonuses received
are reflected in the Table above for each executive officer under the heading
"Executive Compensation".

Other than bonuses paid to its executive officers, neither the Company
nor its existing subsidiaries has any type or plan of additional compensation
that may discriminate in scope, terms or operation in favor of the officers or
directors of the Company.

The Company does maintain a noncontributory profit-sharing plan for
employees of its existing subsidiaries who are 21 years of age or older and
who have worked for the bank in excess of one year and who are not parties to
a collective bargaining agreement. This plan has received a favorable
determination letter from the Internal Revenue Service. The Company makes
contributions to the profit-sharing plan based upon a discretionary
contribution ranging from zero percent to 15 percent of total compensation as
fixed by appropriate action of the banks before the close of the year. This
contribution is distributed according to a two-tiered integrated allocation
formula. In the first tier, the allocation is made by taking each
participant's compensation in excess of $15,000.00 and multiplying that amount
by the Old Age, Survivors and Disability Index (OASDI) rate. This amount is
then distributed to the employees' separate retirement accounts. Any amount
of the total contribution remaining undistributed by the first tier is then
allocated and distributed to the employees' retirement accounts on a pro rata
basis based upon the percentage of each employee's compensation compared to
total compensation. Employees are entitled to the balances in their separate
retirement accounts at either normal retirement age, disability or death, but
the amount of such benefits cannot accurately be predicted

page 116
<PAGE>
due to the discretionary nature of the contributions. Contributions during
1994 amounted to $91,000, of which $40,486.29 accrued to the benefit of the 7
persons who are executive officers of the Company. For 1995 the contribution
was $107,300.00, of which $47,144.80 accrued to the benefit of the 7 persons.
Contributions during 1996 amounted to $116,300, of which $55,367.18 accrued to
the benefit of the 7 persons.

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

III. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of February 12, 1997, the name and
address of each person who owns of record or is known by the Board of
Directors of the Company to be the beneficial owner of more than 5 percent of
the Company's 806,107 issued and outstanding shares of stock, the number of
shares beneficially owned, the percentage of stock so owned, and the percent
of stock beneficially owned by all directors and executive officers of the
Company as a group.

As indicated above, the "beneficial ownership" of a security by an
individual is determined in accordance with the rules of the Securities and
Exchange Commission.

TABLE

Name & Shares of Stock Percent
Address Beneficially Owned of Total
- ------- ------------------ --------
George F. Beneke 47,522(1) 5.90%
Oglebay View Acres
Wheeling, WV 26003

Sylvan J. Dlesk 63,653(2) 7.90%
Highland Park
Wheeling, WV 26003

page 117
<PAGE>
James C. Inman, Jr. 59,828(3) 7.42%
R.D. 1
Wellsburg, WV 26070

Laura G. Inman 59,828(4) 7.42%
R.D. 1
Wellsburg, WV 26070

Officers and Directors 346,685 43.01%
as a Group (16 persons)

Notes (1)Includes 18,835 shares held by WesBanco Bank Wheeling, as trustee
- ----- under the will of Sarah E. Beneke, deceased, and includes 6,945
shares owned by the Beneke Corporation, of which Mr. Beneke is a
principal.

(2)Includes 63,653 shares owned jointly by Mr. Dlesk and Rosalie J.
Dlesk, his wife.

(3)Includes 54,949 shares owned by Laura G. Inman, his wife.

(4)Includes 4,879 shares owned by James C. Inman, Jr., her husband.

IV. Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers, and beneficial owners of more than
ten percent of the common stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (SEC). Reporting
persons are required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms filed by them.

Based on a review of the copies of Section 16(a) forms received by the
Company, and on written representations from reporting persons concerning the
necessity of filing a Form 5 - Annual Statement of Changes in Beneficial
Ownership, the Company believes that, during 1996, all filing requirements
applicable to reporting persons were met except that 1) Connie R. Tenney, who
was an executive officer of the Company during 1996, filed a report involving
one transaction on Form 5 nine (9) days late, and 2) David E. Yaeger, who was
an executive officer of the Company during 1996, filed a report involving one
transaction on Form 5 two (2) days late.

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V. Transactions with Management and Others

Management personnel of the Company and its subsidiary banks have had
and expect to continue to have banking transactions with the banks in the
ordinary course of business. Extensions of credit to such persons are made on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons.
Management believes that these transactions do not involve more than a normal
risk of collectibility or present other unfavorable features.

None of the directors, executive officers, beneficial owners or
immediate family members have an interest or are involved in any transactions
with the Company or its banks in which the amount involved exceeds $60,000.00,
or was not subject to the usual terms and conditions, or was not determined by
competitive bids. Similarly, no director, executive officer or beneficial
owner has an equity interest in excess of 10 percent in a business or
professional entity that has made payments to or received payments from the
Company or its banks in 1994, 1995 or 1996 which exceed 5 percent of either
party's gross revenue for those periods, respectively.

VI. Voting

The affirmative vote of the holders of a majority of the shares
entitled to vote which are present in person or represented by proxy at the
1997 Annual Meeting is required to elect directors and to act on any other
matters properly brought before the meeting. Shares represented by proxies
which are marked "withhold authority" with respect to the election of any one
or more nominees for election as directors and proxies which are marked to
deny discretionary authority on other matters will be counted for the purpose
of determining the number of shares represented by proxy at the meeting. Such
proxies will thus have the same effect as if the shares represented thereby
were voted against such nominee or nominees or against such other matters. If
a broker indicates on a proxy that the broker does not have discretionary
authority as to certain shares to vote on a particular matter, those shares
will not be considered as present and entitled to vote with respect to that
matter.

In the election for directors every shareholder entitled to vote shall
have the right to vote, in person or by proxy, the number of shares owned by
him or her for as many persons as there are directors to be elected and for
whose election he or she has a right to vote, or to cumulate his or her votes
by giving one candidate as many votes as the number of such directors
multiplied by the number of his or her shares shall equal, or by distributing
such votes on the same principal among any number of such candidates. Such
rights may be exercised by a clear indication of the shareholder's intent on
the form of proxy.

The Company knows of no other matters to come before the meeting. If
any other matters properly come before the meeting, the proxies solicited
hereby will be voted on such matters in accordance with the judgment of the
persons voting such proxies.

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VII. Independent Auditors

S.R. Snodgrass, A.C. were the auditors for the year ended December 31,
1996, and the Audit Committee has selected them as auditors for the year
ending December 31, 1997. A representative of S.R. Snodgrass, A.C. will be
present at the meeting with the opportunity to make a statement and/or to
respond to appropriate questions from shareholders.

VIII. Shareholder Proposals

Proposals of shareholders intended to be presented at the 1998 Annual
Meeting scheduled to be held on April 14, 1998 must be received by the Company
by November 21, 1997 for inclusion in the Company's proxy statement and proxy
relating to that meeting. Upon receipt of any such proposal, the Company will
determine whether or not to include such proposal in the proxy statement and
proxy in accordance with regulations governing the solicitation of proxies.

In order for a shareholder to nominate a candidate for director, under
the Company's Bylaws nominations must be made in writing and shall be
delivered or mailed to the president of the Company or to the chairman of the
Board not less than 14 days nor more than 40 days prior to any meeting of
shareholders called for the election of directors, provided, however, that if
less than 21 days' notice of the meeting is given to shareholders, such
nominations shall be mailed or delivered to the president of the Company or
the chairman of the Board not later than the close of business on the seventh
day following the day on which the notice of the meeting was mailed. Such
notification shall contain the following information to the extent known to
the notifying shareholder: (a) the name and address of each proposed nominee;
(b) the principal occupation of each proposed nominee; (c) the total number of
shares of stock of the Company that will be voted by him or her for each
proposed nominee; (d) the name and residence address of the notifying
shareholder; and (e) the number of shares of stock of the Company owned by the
notifying shareholder. Nominations not made in accordance with such procedure
may, in the discretion of the presiding officer, be disregarded, and upon the
presiding officer's instructions, the vote teller shall disregard all votes
cast for each such nominee.

In order for a shareholder to bring other business before a shareholder
meeting, timely notice must be received by the Company. Such notice must
include a description of the proposed business, the reasons therefor, and
other specified matters. These requirements are separate from and in addition
to the requirements a shareholder must meet to have a proposal included in the
Company's proxy statement.

In each case the notice must be given to the Secretary of the Company,
whose address is 1701 Warwood Avenue, Wheeling, West Virginia 26003. Any
shareholder desiring a copy of the Company's Bylaws will be furnished one
without charge upon written request to the Secretary.

12
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FIRST WEST VIRGINIA BANCORP, INC.

This Proxy is Solicited on Behalf of the Board of Directors

The undersigned does hereby appoint GEORGE F. BENEKE, R. CLARK MORTON,
and KARL W. NEUMANN or any of them, the true and lawful attorneys in fact,
agents and proxies of the undersigned to represent the undersigned at the
Annual Meeting of the Shareholders of FIRST WEST VIRGINIA BANCORP, INC., to be
held on April 8, 1997, commencing at 4:00 p.m., at the Warwood Office of the
Company at 1701 Warwood Avenue, Wheeling, West Virginia, and at any and all
adjournments of said meeting, and to vote all the shares of Common Stock of
the Company standing on the books of the Company in the name of the
undersigned as specified and in their discretion on such other business as may
properly come before the meeting.

The undersigned hereby acknowledges receipt of Notice of said Annual
Meeting and accompanying Proxy Statement, each dated March 12, 1997.

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

(Continued, and to be signed, on the other side)

FOLD AND DETACH HERE

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Management Recommends a Vote FOR the following:

1. ELECTION OF DIRECTORS:

Nominees: Sylvan J. Dlesk Benjamin R. Honecker,
James C. Inman, Jr., Thomas A. Noice

(Instruction: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name on the list above.)

FOR all nominees WITHHOLD
listed (except as AUTHORITY
marked to the to vote for all
contrary nominees listed

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

If address appearing below is incorrect, kindly make correction.

Signature(s)
-------------------------------

Signature(s) Date
------------------------------- ------------
If stock is held in joint names, all owners must sign.)

FOLD AND DETACH HERE

(FIRST WEST VIRGINIA BANCORP, INC. LOGO)

YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE, DATE
AND SIGN THE ABOVE PROXY CARD AND RETURN IT PROMPTLY
IN THE ACCOMPANYING ENVELOPE.

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