FIRST WEST VIRGINIA BANCORP INC, 10-K, 2000-03-28

FIRST WEST VIRGINIA BANCORP INC
10-K, 2000-03-28
STATE COMMERCIAL BANKS

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<PAGE> 1
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

For the Fiscal Year Ended December 31, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

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
- ------------------------------------------------------------------------
(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 10, 2000, was
$15,997,353.75. (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 10,
2000:

Common Stock, $5.00 Par Value 1,508,526 shares
- ----------------------------------------------

The total number of pages are 117 ; Exhibit Index is located on page 20
<PAGE> 2

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, 1999. -----------------------------

Portions of First West Part III, Items 10,
Virginia Bancorp, Inc.'s 11, 12, and 13
Proxy statement for the
2000 Annual Meeting
of Shareholders. -----------------------------

<PAGE> 3
FORM 10-K INDEX
---------------

PART I

Item 1 Business 4 - 12

Item 2 Properties 13

Item 3 Legal Proceedings 14

Item 4 Submission of Matters to a Vote of
Security Holders 14

PART II

Item 5 Market for the Registrant's Common Stock and
Related Stockholder Matters 14

Item 6 Selected Financial Data 15

Item 7 Management's Discussion and Analysis of
Financial Condition and Results of
Operations 15

Item 7A Quantitative and Qualitative Disclosures About
Market Risk 16

Item 8 Financial Statements and Supplementary Data 16

Item 9 Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 16

PART III

Item 10 Directors and Executive Officers of
Registrant 16 -17

Item 11 Executive Compensation 18

Item 12 Security Ownership of Certain Beneficial
Owners and Management 18

Item 13 Certain Relationships and Related
Transactions 18

PART IV

Item 14 Exhibits, Financial Statement Schedules and
Reports on Form 8-K 18

Signatures 19

Exhibit Index 20

<PAGE> 4
PART 1

Item 1 BUSINESS
- --------------------------

General
- -------

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." In November,
1995, the subsidiary banks of the Holding Company adopted the Common Name
of "Progressive Bank, N.A."

At December 31, 1999, First West Virginia Bancorp, Inc. had two
wholly-owned banking subsidiaries: Progressive Bank, N.A. in Wheeling, West
Virginia and Progressive Bank, N.A. - Buckhannon, in Buckhannon, West
Virginia. 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. Progressive
Bank, N.A. 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
one full-service office in Bellaire, Ohio. Progressive Bank, N.A. also has
two full-service Automated Teller Machines (ATM) located at West Liberty State
College, Ohio county, West Liberty, West Virginia and at 8th and Commerce
Street, Brooke County, Wellsburg, 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. On August
22, 1997, the merger and plan of reorganization between First West Virginia
Bancorp, Inc. and two of its subsidiary banks, Progressive Bank, N.A. and
Progressive Bank, N.A. - Bellaire was completed. The former Progressive Bank,
N.A. - Bellaire now operates as a branch of Progressive Bank, N.A.
Progressive Bank, N.A. had total assets of $158,457,346 as of December 31,
1999. Progressive Bank, N.A. - Buckhannon operates as a community bank
serving parts of Upshur and Lewis counties in the state of West Virginia.
Progressive Bank, N.A. - Buckhannon operates a full service office in
Buckhannon, West Virginia and has one full-service office located in Weston,
West Virginia. As of December 31, 1999, Progressive Bank, N.A. - Buckhannon
had total assets of $30,198,653.

Total Holding Company assets as of December 31, 1999, which include
the assets of its operating subsidiary banks, were $189,172,634. 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 1,508,526 shares were
issued and outstanding as of December 31, 1999 to 411 shareholders.
Shareholders' equity at that date was $16,055,472.

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 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.
<PAGE> 5
General Description of Business - continued
- -------------------------------------------

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.
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 has
experienced growth in certain sectors of the economy such as the service
industry, but at the same time has seen a decline in several of the
traditional employment sectors such as mining and manufacturing. The
increasing service industries provide short-term gains in terms of job
creation, but may not guarantee long term wage increases or industrial
diversification. Currently, health services appears to be the most important
single industry in the region. Six of the regions top 25 employers are
centered in this sector. State and local authorities along with the areas
business development organizations have pooled their resources to identify and
attract those business entities that are suited for our region. Although
still early in the process, some success has already been noted. Continued
and prolonged shifts in the local economic base will cause and create a
realignment of our basic bank products and services. With the development of
new technology, enhanced and expanded delivery mechanisms, we are confident
that whatever the current trends, we will have the resources to remain
competitive.
Overall for the region and the state, unemployment has decreased,
although not commensurate with the decline experienced in other areas of the
country. The region continues to see a decline in population and number of
households as well as an increase in the average age of its population. Given
the historical experience of economic difficulties that have prevailed in this
region, unemployment and growth have been less favorable than the national
averages. 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.

Upshur County is located in the central section of West Virginia,
approximately 150 miles from the bank's major area of concentration, and is
not considered part of a Metropolitan area. The relocation, several years
ago, of a Federal Agency to the central part of the state has had a positive
impact on the expansion of jobs and the local economy. Both employment and
the average household income in the area has begun to rise. Residential
housing and the expansion of new business activity in and around the federal
project has helped stabilize and encourage new growth and development. The
overall employment base in this area continues to expand adding more diversity
and perceived stability to overall economic trends. 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 and
state and local government making up the next two highest categories.

First West Virginia Bancorp, Inc.'s business is not seasonal. As of
December 31, 1999, none of the subsidiary banks were engaged in any operation
in foreign countries and none has had transactions with customers in foreign
countries.

Competition
- -----------

Competition involving the Holding Company is generally felt at the
subsidiary level. All phases of the banks' business are highly competitive.
The subsidiary banks encounter competition from other financial institutions
and commercial banks. 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 a variety of deposit related
instruments.
<PAGE> 6

Supervision and Regulation
- --------------------------

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, or the taking of stock of
the Holding Company by the subsidiaries as collateral for loans to any
borrower, or purchases by the subsidiaries of certain assets from the Holding
Company, and the payment of dividends by the subsidiaries to the Holding
Company.

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.
<PAGE> 7

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.

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, 1999, 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.

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 5% or greater (provided
<PAGE> 8

Federal Deposit Insurance Corporation Improvement Act of 1991 - continued
- -------------------------------------------------------------------------

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.

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.
<PAGE> 9

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 system, the FDIC 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.

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 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. The FICO assessment annual rate was
approximately 1.19 basis points on BIF-assessable deposits during 1999 and
will be increased to approximately 2.10 basis points in year 2000. During
1999, there were no BIF assessments paid.

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.

<PAGE> 10

Employees
- ---------

As of December 31, 1999, the Holding Company had 7 part-time
employees. As of December 31, 1999, the subsidiary banks of the Holding
Company had a total of 71 full-time employees and 13 part-time employees. No
employees are union participants or subject to a collective bargaining
agreement.

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 without prior approval of the
Federal Reserve Board. Regulations in the state of West Virginia have
permitted the reciprocal interstate branching or acquisition of banks and bank
holding companies since July 1, 1997. Similarly, regulations in the state of
Ohio have 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. In 1997, the state of Ohio passed regulations which permit
interstate branching.

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
requires 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 include, but are not 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.

Acquisitions 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.

<PAGE> 11

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, 1999, and
such pages are incorporated herein by reference.
Page
1. Distribution of Assets, Liabilities and Stockholders'
equity; Interest Rates and Interest Differential

a. Average Balance Sheets 4

b. Analysis of Net Interest Earnings 4

c. Rate Volume Analysis of Changes in
Interest Income and Expense 5
2. Investment Portfolio

a. Book Value of Investments
Book values of investment securities at
December 31, 1999 and 1998 are as follows
(in thousands):
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Securities held to maturity:
Obligations of states
and political subdivisions $ 10,646 $ 11,350
-------- --------
Total held to maturity $ 10,646 $ 11,350
-------- --------
Securities available for sale :
U.S. Treasury securities and
obligations of U.S. Government
corporations and agencies $ 40,700 $ 35,107
Obligations of states
and political subdivisions 507 516
Corporate debt securities 102 455
Mortgage-backed securities 7,049 6,503
Equity Securities 1,091 804
-------- --------
Total available for sale 49,449 43,385
-------- --------
Total $ 60,095 $ 54,735
======== ========
</TABLE>
b. Maturity Schedule of Investments 7

c. Securities of Issuers Exceeding 10% of
Stockholders' Equity N/A

The Corporation does not have any securities
of Issuers, other than U.S. Government and
U.S. Government agencies and corporations, which
exceed 10% of Stockholders' Equity.

<PAGE> 12

Statistical Information - continued
- -----------------------------------

3. Loan Portfolio

a. Types of Loans 27

b. Maturities and Sensitivity to Changes in
Interest Rates 9

c. Risk Elements 11

d. Other Interest Bearing Assets N/A

4. Summary of Loan Loss Experience 10, 12, 13 ,14

5. Deposits

a. Breakdown of Deposits by Categories,
Average Balance and Average Rate Paid 4

b. Maturity Schedule of Time Certificates of
Deposit and Other Time Deposits of $100,000 or more 29

6. Return on Equity and Assets 2

7. Short-Term Borrowings 14, 31
<PAGE> 13

Item 2 PROPERTIES
- ----------------------------

The Holding Company and its subsidiary banks owned and/or leased
property as of December 31, 1999 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 additional employee parking. 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 lane drive-in facility 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. This office also services the full service
automated teller machine located at 8th and Commerce Streets, Wellsburg, West
Virginia. Progressive Bank, N.A. has a land lease for the 8th and Commerce
Streets property until year 2005.

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. owns the building and land for the Bellaire
branch office 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. The bank also owns a lot adjacent to the
parking lot.

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
was purchased on October 31, 1998. The Buckhannon office is a one story
building with approximately 1,760 square feet of office area. The office has a
3 lane drive-in facility 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> 14

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. The Company is unaware of any litigation other
than ordinary routine litigation incidental to the business of the Company, to
which it or any of its subsidiaries is a party or of which any of their
property is 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.

PART II

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

As of December 31, 1999, the Holding Company had 411 shareholders of
record who collectively held 1,508,526 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.

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.
<TABLE>
<CAPTION>
Period Stock Prices
------------ ----------------
Low High
-------- ---------
1999
------------
<S> <C> <C>
* 4th Quarter $ 16.10 $ 18.00
* 3rd Quarter $ 16.40 $ 17.80
* 2nd Quarter $ 17.00 $ 18.40
* 1st Quarter $ 18.40 $ 22.40

1998
------------
* 4th Quarter $ 18.90 $ 23.10
* 3rd Quarter $ 20.00 $ 23.90
* 2nd Quarter $ 22.70 $ 24.80
* 1st Quarter $ 19.20 $ 22.50

* Market prices were restated to reflect a 20% common stock
dividend, declared October 12, 1999.

</TABLE>

<PAGE> 15

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 1999 were $.55 per share and $.49 per share for 1998.

The following table sets forth annual dividend, net income and ratio of
dividends to net income of the Holding Company for 1999, 1998 and 1997. The
values stated have been adjusted for the twenty percent common stock dividend
to shareholders of record as of November 1, 1999; the four percent common
stock dividend to shareholders of record as of October 1, 1998; and the fifty
percent common stock dividend to shareholders of record on October 1, 1997.

DIVIDEND HISTORY OF HOLDING COMPANY
-----------------------------------
(per share)

Ratio -
Dividends to
Dividend Net Income Net Income
------------ ------------ ------------
<S> <C> <C> <C>
1999 .55 1.62 33.9%
1998 .49 1.35 36.3%
1997 .43 1.28 33.6%

</TABLE>

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, 1999,
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 16 of the Annual Report to Shareholders of
First West Virginia Bancorp, Inc. for the year ended December 31, 1999,
included in this report as Exhibit 13.1, is incorporated herein by reference.
------------

<PAGE> 16

Item 7A Quantitative and Qualitative Disclosures About Market Risk
- -----------------------------------------------------------------------

The information required by Item 7A is noted in part in Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Interest Rate Risk on Page 14 of the Annual Report to Shareholders of First
West Virginia Bancorp, Inc. for the year ended December 31, 1999, included in
this report as Exhibit 13.1, is incorporated herein by reference.
------------
The Company's subsidiary banks use an asset/liability model to measure
the impact of changes in interest rates on net interest income on a periodic
basis. Assumptions are made to simulate the impact of future changes in
interest rates and/or changes in balance sheet composition. The effect of
changes in future interest rates on the mix of assets and liabilities may
cause actual results to differ from simulated results. Guidelines established
by the Company's subsidiary banks provide that the estimated net interest
income may not change by more than 10% in a one year period given a +/- 200
basis point parallel shift in interest rates. Excluding the potential effect
of interest rate changes on assets and liabilities of the Holding Company
which are not deemed material, the anticipated impact on net interest income
of the subsidiary banks at December 31, 1999 were as follows: given a 200
basis point increase scenario net interest income would be decreased by
approximately 4.0%, and given a 200 basis point decrease scenario net interest
income would be increased by approximately .1%. Under both interest rate
scenarios the subsidiary banks were within the established guideline.

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

The report of independent auditors and consolidated financial
statements, included on pages 19 through 37 of the Annual Report to
Shareholders of First West Virginia Bancorp, Inc. for the year ended December
31, 1999, included in this report as Exhibit 13.1, are incorporated herein by
------------
reference.

Selected quarterly financial data included on page 17 of the Annual Report to
Shareholders of First West Virginia Bancorp, Inc. for the year ended December
31, 1999, 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

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 2000
Proxy Statement dated March 15, 2000 for Annual Meeting of Stockholders to
be held April 11, 2000, included in this report as Exhibit 99, is incorporated
-----------
herein by reference.

<PAGE> 17

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 86 Emeritus Chairman of the Board of
the Holding Company since 1998;
Chairman of the Board of the Holding
Company from 1979 to 1998; Director
of the Holding Company since 1973;
Director of Progressive Bank, N.A.
since 1958
- -----------------------------------------------------------------------------
Laura G. Inman 58 Chairman of the Board of the Holding
Company since 1998; Vice Chairman of
the Board of the Holding Company
1995- 1998; 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.
- -----------------------------------------------------------------------------
Ronald L. Solomon 60 Vice Chairman of the Board of the
Holding Company since 1998;
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
- -----------------------------------------------------------------------------
Charles K. Graham 54 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
- ------------------------------------------------------------------------------
Beverly A. Barker 46 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 39 Controller of the Holding Company
since 1992; Controller of Progressive
Bank, N.A. since 1992
- ------------------------------------------------------------------------------
Connie R. Tenney 44 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 44 Vice President of the Holding Company
since 1996; Senior Vice President of
Progressive Bank, N.A. since 1997;
President and Chief Executive Officer
of Progressive Bank, N.A.- Bellaire
from 1994-1997
- ------------------------------------------------------------------------------

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.

<PAGE> 18

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

The information required by Item 11 of FORM 10-K related to Executive
-------
Compensation appears in the First West Virginia Bancorp, Inc.'s 2000 Proxy
Statement dated March 15, 2000 for Annual Meeting of Stockholders to be held
April 11, 2000, included n this report as Exhibit 99, is incorporated herein
----------
by reference.

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 2000 Proxy Statement dated March 15, 2000 for
Annual Meeting of Stockholders held April 11, 2000, 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 2000 Proxy Statement dated March 15, 2000 for
Annual Meeting of Stockholders held April 11, 2000, 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 Pages 31 and 32 of the Annual
Report to Shareholders for the year ended December 31, 1999, included in this
report as Exhibit 13.1, and incorporated herein by reference.
------------

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, 1999, are incorporated by reference in Item 8:
-------

Exhibit 13.1
Page Number

Report of Certified Public Accountant..................................19

Consolidated Balance Sheet (December 31, 1999 and
December 31, 1998).................................................20

Consolidated Statements of Income (Years ended
December 31, 1999, 1998 and 1997)..................................21

Consolidated Statements of Changes in Stockholders'
Equity (Years ended December 31, 1999,1998 and 1997)...............22

Consolidated Statements of Cash Flows (Years ended
December 31, 1999, 1998 and 1997)..................................23

Notes to Consolidated Financial Statements (Years
ended December 31, 1999, 1998 and 1997) ......................24 - 37

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

No reports on Form 8-K were filed during the fourth quarter of 1999.

(c) Exhibits
--------
The exhibits listed in the Exhibit Index on page 20 of this
FORM 10-K are filed herewith or incorporated by reference.
<PAGE> 19
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
Vice Chairman, 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
------------ ------- ------
Vice Chairman, President
/s/ Chief Executive Officer March 14, 2000
- ----------------------------------- and Director
Ronald L. Solomon

/s/ Controller March 14, 2000
- -----------------------------------
Francie P. Reppy

/s/ Director March 14, 2000
- -----------------------------------
George F. Beneke

/s/ Director March 14, 2000
- ----------------------------------
Sylvan J. Dlesk

/s/ Director March 14, 2000
- -----------------------------------
Benjamin R. Honecker

/s/ Director March 14, 2000
- -----------------------------------
Laura G. Inman

/s/ Director March 14, 2000
- -----------------------------------
James C. Inman, Jr.

/s/ Director March 14, 2000
- -----------------------------------
R. Clark Morton

/s/ Director March 14, 2000
- -----------------------------------
Karl W. Neumann

/s/ Director March 14, 2000
- -----------------------------------
Thomas A. Noice

/s/ Director March 14, 2000
- -----------------------------------
William G. Petroplus

<PAGE> 20

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 December 28, 1999 between
First West Virginia Bancorp, Inc. and Ronald L. Solomon.
Filed herewith and incorporated herein by reference.

10.2 Employment Contract dated December 28, 2000 between
First West Virginia Bancorp, Inc. and Charles K. Graham.
Filed herewith and incorporated herein by reference.

10.3 Employment Contract dated December 28, 2000 between
First West Virginia Bancorp, Inc. and Beverly A. Barker.
Filed herewith and incorporated herein by reference.

10.4 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.

10.5 Lease dated February 1, 1989 between First West Virginia Bancorp,
Inc. and Progressive Bank, N.A., 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.

10.8 Lease dated May 20, 1998 between Progressive Bank, N.A.
and Robert Scott Lumber Company. 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
Filed herewith and incorporated herein by reference.

99 Proxy statement for the Annual Shareholders meeting to be held
April 11, 2000
Filed herewith and incorporated herein by reference.

<PAGE> 21

EXHIBIT 10.1

Employment Contract dated December 28, 1999 between First West
Virginia Bancorp, Inc. and Ronald L. Solomon

<PAGE> 22
EMPLOYMENT AGREEMENT

THIS AGREEMENT, made in duplicate on this 28th day of December, 1999,
by and between FIRST WEST VIRGINIA BANCORP, INC., a West Virginia corporation,
(hereinafter, "Bancorp"), and RONALD L. SOLOMON, (hereinafter, "Executive")
W I T N E S S E T H:
WHEREAS, Executive is presently an employee of Bancorp pursuant to an
Employment Agreement dated January 1, 1999;

WHEREAS, Bancorp and Executive are desirous of continuing the
employment relationship between them upon the terms and conditions set forth
herein;

WHEREAS, Bancorp and Executive desire to enter into this Agreement and
rescind and terminate all prior employment agreements or other understandings
between them.

NOW THEREFORE, in consideration of the premises and of the mutual
covenants and conditions herein contained, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, 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. The
parties agree that as of the date of this Agreement, the previous employment
agreement between them dated 1-1-99 is rescinded, terminated and no longer
binding between them.

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

<PAGE> 23

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 its
subsidiaries.

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

2. TERM
Executive's employment hereunder shall be effective January 1, 2000
and shall continue for a term of two (2) years thereafter, 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 $106,596.00 per annum for a period of two (2) years commencing January 1,
2000, payable in equal bi-weekly installments. Prior to the first anniversary
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. In addition to such salary, Executive shall be
eligible to receive

<PAGE> 24

discretionary bonuses which may be granted by Bancorp, but which have been and
at all times will remain in the discretion of the Employer. Executive may also
participate in any health insurance benefit (including medical and major
medical insurance), deferred compensation benefit, accident and disability
insurance benefit or other benefits as may be offered to other employees of
Bancorp and which may become effective anytime during the term of this
Agreement.

4. TERMINATION
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
termination of the employment of Executive by Bancorp for a cause defined
below or in the event of termination of employment by the Executive for any
cause, including his death or disability which renders him unable to perform
the material duties of his employment, 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 injure or
having the effect of injuring the reputation, business or business
relationship of Bancorp or its subsidiary businesses;

(b) Any breach of any covenant contained in this Agreement by
Executive;

(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 or its subsidiary businesses.

<PAGE> 25

Except for termination for cause and the expiration of the term of
this Agreement, each party agrees to provide the other with a minimum of
thirty (30) days' written notice of the termination of this Agreement.

5. EXTENT OF SERVICES

The parties mutually agree that Executive is a key employee who is
vital to the success of Bancorp's operations and who has received and will
continue to receive confidential information and trade secrets of the Bancorp
and its subsidiary businesses in the course of his employment. Executive shall
devote his entire time, attention, and energies to the business of the Bancorp
and shall not during the term of this Agreement be engaged in any other
business activity, whether or not such business activity is pursued for gain,
profit, or other pecuniary advantage; but such provision shall not be
construed as preventing Executive from making private investments in such form
or manner as will not require any services or material commitments of time on
the part of the Executive.

6. CONFIDENTIAL INFORMATION

Executive recognizes and acknowledges that Bancorp has maintained, and
continues to maintain and use, commercially valuable proprietary and
confidential information, including without limitation, trade secrets,
customer lists, customer financial information and analyses of customers,
which information is vital to the success of Bancorp's business. Executive
recognizes and acknowledges that he has had and will continue to have access
to such information, and Executive acknowledges that all such information are
valuable, special and unique assets of Bancorp's business. Executive is aware
that such information is confidential and if used competitively against
Bancorp, would result in material disadvantage to Bancorp. Executive agrees
that during the term of employment, he will neither disclose without the
advance consent of Bancorp any such confidential

<PAGE> 26

information to any person, firm, corporation, association or other entity for
any reason or purpose whatsoever, except pursuant to judicial process of which
Bancorp shall have notice, nor shall he in any manner utilize the same to the
disadvantage of Bancorp or its subsidiary businesses.
In the event of termination of employment, for any reason, Executive
shall surrender to Bancorp, immediately, and as a prior condition to receiving
any amount of compensation payable herein, if any, all such information,
whether in tangible or electronic form, including in the case of
electronically stored information, all copies of the diskettes or other media
on which such information may be stored, and Executive shall certify upon
request that he has retained none of such information, in any form.

7. 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.

8. 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 Stratford Springs, Condo 301,
Townhouse Road, Wheeling, West Virginia 26003;

<PAGE> 27

(b) If to Corporation, addressed to: First West Virginia Bancorp,
Inc. Attention: Chairperson, Personnel and Salary Committee, P.O. Box 4075,
Wheeling, West Virginia 26003, or to such other place as either party may
notify the other in writing.

9. CONSTRUCTION OF AGREEMENT

This Agreement was executed by the parties in accordance with and be
governed and interpreted in accordance with the laws of West Virginia.

10. BENEFITS AND BURDENS

This Agreement shall inure to the benefit of and be binding on
Bancorp, its successors and assigns, and any corporation with 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. The waiver by Bancorp
of any breach of this Agreement by Executive shall not operate or be construed
as a waiver of any subsequent breach by the Executive.

11. ENTIRE AGREEMENT

This Agreement contains the entire Agreement between the parties
relating to the subject 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.

<PAGE> 28

12. SEVERABILITY

If any provision of this Agreement shall be held to be invalid or
unenforceable, such provision shall be fully severable and shall not affect or
impair the validity or enforceability of the remaining provisions of this
Agreement which shall continue to bind the parties hereto. In lieu of that
severable provision or provisions, a new provision shall be inserted which is
as close to the intent of severed provision as may be permitted by law but
which is still valid and fully enforceable.

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

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

FIRST WEST VIRGINIA BANCORP, INC.

BY: /s/ Laura G. Inman
--------------------------------------
ITS CHAIRMAN OF THE BOARD

This document prepared by:
Michael E. Hooper, Esquire
W.Va. State Bar I.D. #4800
Herndon, Morton, Herndon & Yaeger
83 Edgington Lane
Wheeling, West Virginia 26003
(304) 242-2300

<PAGE> 29

EXHIBIT 10.2

Employment Contract dated December 28, 1999 between First West
Virginia Bancorp, Inc. and Charles K. Graham

<PAGE> 30
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made in duplicate on this 28th day of December,
1999, by and between FIRST WEST VIRGINIA BANCORP, INC., a West Virginia
corporation, (hereinafter, "Bancorp"), and CHARLES K. GRAHAM, (hereinafter,
"Executive")
W I T N E S S E T H:

WHEREAS, Executive is presently an employee of Bancorp pursuant to
an Employment Agreement dated January 1, 1999;

WHEREAS, Bancorp and Executive are desirous of continuing the
employment relationship between them upon the terms and conditions set forth
herein;

WHEREAS, Bancorp and Executive desire to enter into this Agreement
and rescind and terminate all prior employment agreements or other
understandings between them.

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. The parties agree that
as of the date of this Agreement, the previous employment agreement between
them dated 1-1-99 is rescinded, terminated and no longer binding between them.
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 its subsidiaries.
Notwithstanding the foregoing, Executive may sit on such boards of directors
and participate in such other activities other than the business and affairs
of Bancorp and its subsidiaries as may be approved by Bancorp.

<PAGE> 31

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

2. TERM

Executive's employment hereunder shall be effective January 1, 2000
and shall continue for a term of three (3) years thereafter, 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 $84,000.00 per annum for a period of three (3) years commencing
January 1, 2000, payable in equal bi-weekly installments. Prior to the first
anniversary and second anniversary 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. In addition
to such salary, Executive shall be eligible to receive discretionary bonuses
which may be granted by Bancorp, but which have been and at all times will
remain in the discretion of the Employer. Executive may also participate in
any health insurance

<PAGE> 32

benefit (including medical and major medical insurance), deferred compensation
benefit, accident and disability insurance benefit or other benefits as may be
offered to other employees of Bancorp and which may become effective anytime
during the term of this Agreement.

4. TERMINATION

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
termination of the employment of Executive by Bancorp for a cause defined
below or in the event of termination of employment by the Executive for any
cause, including his death or disability which renders him unable to perform
the material duties of his employment, 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
injure or having the effect of injuring the reputation, business or business
relationship of Bancorp or its subsidiary businesses;

(b) Any breach of any covenant contained in this Agreement by
Executive;

(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 or its subsidiary
businesses.

<PAGE> 33

5. EXTENT OF SERVICES

The parties mutually agree that Executive is a key employee who is
vital to the success of Bancorp's operations and who has received and will
continue to receive confidential information and trade secrets of the Bancorp
and its subsidiary businesses in the course of his employment. Except as
detailed in paragraph 1 hereof, Executive shall devote his entire time,
attention, and energies to the business of the Bancorp and shall not during
the term of this Agreement be engaged in any other business activity, whether
or not such business activity is pursued for gain, profit, or other pecuniary
advantage; but such provision shall not be construed as preventing Executive
from making private investments in such form or manner as will not require any
services or material commitments of time on the part of the Executive.

6. CONFIDENTIAL INFORMATION

Executive recognizes and acknowledges that Bancorp has maintained,
and continues to maintain and use, commercially valuable proprietary and
confidential information, including without limitation, trade secrets,
customer lists, customer financial information and analyses of customers,
which information is vital to the success of Bancorp's business. Executive
recognizes and acknowledges that he has had and will continue to have access
to such information, and Executive acknowledges that all such information are
valuable, special and unique assets of Bancorp's business. Executive is aware
that such information is confidential and if used competitively against
Bancorp, would result in material disadvantage to Bancorp. Executive agrees
that during the term of employment he will neither disclose without the
advance consent of Bancorp any such confidential information to any person,
firm, corporation, association or other entity for any reason or purpose
whatsoever, except pursuant to judicial process of which Bancorp shall have
notice, nor shall he in any manner utilize the same to the disadvantage of
Bancorp or its subsidiary businesses.

<PAGE> 34

In the event of termination of employment, for any reason,
Executive shall surrender to Bancorp, immediately, and as a prior condition to
receiving any amount of compensation payable herein, if any, all such
information, whether in tangible or electronic form, including in the case of
electronically stored information, all copies of the diskettes or other media
on which such information may be stored, and Executive shall certify upon
request that he has retained none of such information, in any form.

7. INSURANCE

8. COVENANT NOT TO COMPETE

Executive agrees that at no time during the term of this Agreement
and for a period of two (2) years immediately following the termination of
this Agreement by any party for any reason, will Executive, individually or on
behalf of any person or corporation other than Bancorp or its subsidiary
businesses, own manage, operate, control, be employed, participate in or be
connected in any manner with the ownership, management, operation or control
of any business engaged in the rendering of any banking or non-banking service
now or hereafter provided by Bancorp or its subsidiary businesses within a
thirty-five (35) mile radius of Bancorp's principal office located in
Wheeling, West Virginia.

<PAGE> 35

Notwithstanding the foregoing, if Executive terminates his
employment within one (1) year following a Change of Control, this paragraph 8
shall be deemed null and void so long as Executive is otherwise not then in
default of any portion of this Agreement.

A Change of Control is defined as:
(a) the acquisition by any person or group outside the
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.

9. 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 8 Nottingham Drive,
Barrington Woods, Wheeling, West Virginia 26003;

<PAGE> 36

10. CONSTRUCTION OF AGREEMENT

This Agreement was executed by the parties in accordance with and
be governed and interpreted in accordance with the laws of West Virginia.

11. BENEFITS AND BURDENS

12. ENTIRE AGREEMENT

13. SEVERABILITY

<PAGE> 37

provision or provisions, a new provision shall be inserted which is as close
to the intent of severed provision as may be permitted by law but which is
still valid and fully enforceable.

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

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

FIRST WEST VIRGINIA BANCORP, INC.

BY: /s/ Laura G. Inman
---------------------------------------
ITS CHAIRMAN OF THE BOARD

This document prepared by:
Michael E. Hooper, Esquire
W.Va. State Bar I.D. #4800
Herndon, Morton, Herndon & Yaeger
83 Edgington Lane
Wheeling, West Virginia 26003
(304) 242-2300

<PAGE> 38

EXHIBIT 10.3

Employment Contract dated December 28, 1999 between First West
Virginia Bancorp, Inc. and Beverly A. Barker
<PAGE> 39
EMPLOYMENT AGREEMENT

THIS AGREEMENT, made in triplicate on this 28th day of December,
1999, by and between FIRST WEST VIRGINIA BANCORP, INC., a West Virginia
corporation, (hereinafter, "Bancorp"), and BEVERLY A. BARKER, (hereinafter,
"Executive")

W I T N E S S E T H:
WHEREAS, Executive is presently an employee of Bancorp pursuant to
an Employment Agreement dated Jan. 1, 1999;

WHEREAS, Bancorp and Executive are desirous of continuing the
employment relationship between them upon the terms and conditions set forth
herein;

WHEREAS, Bancorp and Executive desire to enter into this Agreement
and rescind and terminate all prior employment agreements or other
understandings between them.

1. EMPLOYMENT

Bancorp does hereby employ Executive as its Senior Vice President
and Executive does hereby accept the employment as Senior Vice President of
Bancorp upon the terms herein set forth. The parties agree that as of the
date of this Agreement, the previous employment agreement between them dated
January 1, 1999 is rescinded, terminated and no longer binding between them.

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 her full business time and attention to
the business and affairs of Bancorp and its subsidiaries and use her best
efforts to promote the interests of Bancorp and its subsidiaries.

<PAGE> 40

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

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

2. TERM

Executive's employment hereunder shall be effective January 1, 2000
and shall continue for a term of three (3) years thereafter, 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 $66,492.00 per annum for a period of three (3) years commencing
January 1, 2000, payable in equal bi-weekly installments. Prior to the first
anniversary and second anniversary 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. In addition
to such salary, Executive shall be eligible to receive discretionary bonuses
which may be granted by Bancorp, but which have been and at all times will
remain in the discretion of the Employer. Executive may also participate in
any health insurance

<PAGE> 41

4. TERMINATION

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
termination of the employment of Executive by Bancorp for a cause defined
below or in the event of termination of employment by the Executive for any
cause, including her death or disability which renders her unable to perform
the material duties of her employment, her 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
injure or having the effect of injuring the reputation, business or business
relationship of Bancorp or its subsidiary businesses;

(b) Any breach of any covenant contained in this Agreement by
Executive;

(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 or its subsidiary
businesses.

<PAGE> 42

5. EXTENT OF SERVICES

The parties mutually agree that Executive is a key employee who is
vital to the success of Bancorp's operations and who has received and will
continue to receive confidential information and trade secrets of the Bancorp
and its subsidiary businesses in the course of her employment. Executive shall
devote her entire time, attention, and energies to the business of the Bancorp
and shall not during the term of this Agreement be engaged in any other
business activity, whether or not such business activity is pursued for gain,
profit, or other pecuniary advantage; but such provision shall not be
construed as preventing Executive from making private investments in such form
or manner as will not require any services or material commitments of time on
the part of the Executive.

6. CONFIDENTIAL INFORMATION

Executive recognizes and acknowledges that Bancorp has maintained,
and continues to maintain and use, commercially valuable proprietary and
confidential information, including without limitation, trade secrets,
customer lists, customer financial information and analysis of customers,
which information is vital to the success of Bancorp's business. Executive
recognizes and acknowledges that she has had and will continue to have access
to such information, and Executive acknowledges that all such information are
valuable, special and unique assets of Bancorp's business. Executive is aware
that such information is confidential and if used competitively against
Bancorp, would result in material disadvantage to Bancorp. Executive agrees
that during the term of employment and at all times thereafter, she will
neither disclose without the advance consent of Bancorp any such confidential
information to any person, firm, corporation, association or other entity for
any reason or purpose whatsoever, except pursuant to judicial process of which
Bancorp shall have notice, nor shall she in any manner utilize the same to the
disadvantage of Bancorp or its subsidiary businesses.

<PAGE> 43

In the event of termination of employment, for any reason,
Executive shall surrender to Bancorp, immediately, and as a prior condition to
receiving any amount of compensation payable herein, if any, all such
information, whether in tangible or electronic form, including in the case of
electronically stored information, all copies of the diskettes or other media
on which such information may be stored, and Executive shall certify upon
request that she has retained none of such information, in any form.

7. INSURANCE

8. COVENANT NOT TO COMPETE

<PAGE> 44

Notwithstanding the foregoing, if Executive terminates her
employment within thirty (30) days following a Change of Control, this
paragraph 8 shall be deemed null and void so long as Executive is otherwise
not then in default of any portion of this Agreement.

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.

9. 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 her at 66406 Greenbriar Drive,
St. Clairsville, Ohio 43950;

10. CONSTRUCTION OF AGREEMENT

This Agreement was executed by the parties in accordance with and
be governed and interpreted in accordance with the laws of West Virginia.

<PAGE> 45

11. BENEFITS AND BURDENS

This Agreement shall inure to the benefit of and be binding on
Bancorp, its successors and assigns, and any corporation with 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, her 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 her
rights, obligations or benefits under this Agreement. The waiver by Bancorp
of any breach of this Agreement by Executive shall not operate or be construed
as a waiver of any subsequent breach by the Executive.

12. ENTIRE AGREEMENT

13. SEVERABILITY

<PAGE> 46

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

/s/
--------------------------------------
BEVERLY A. BARKER

FIRST WEST VIRGINIA BANCORP, INC.

BY: /s/ Laura G. Inman
--------------------------------------
ITS CHAIRMAN OF THE BOARD

This document prepared by:
Michael E. Hooper, Esquire
W.Va. State Bar I.D. #4800
Herndon, Morton, Herndon & Yaeger
83 Edgington Lane
Wheeling, West Virginia 26003
(304) 242-2300

<PAGE> 47

EXHIBIT 11.1

Statement Regarding Computation of Per Share Earnings
<PAGE> 48

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

The following formula was used to calculate the earnings per share, page 21,
Consolidated Statements of Income for the year ended December 31, 1999, 1998
and 1997, 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,
1999 1998 1997
------- ------- -------
<S> <C> <C> <C>
Weighted Average
Shares Outstanding 1,508,526 1,508,526 1,508,526

Net Income $2,450,381 $2,033,025 $1,930,568

Per Share Amount $1.62 $1.35 $1.28

</TABLE>

No common stock equivalents exist.

<PAGE> 49

EXHIBIT 12.1

Statement Regarding Computation of Ratios
<PAGE> 50

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

The following formulas were used to calculate the ratios in Financial
Information and Supplementary Data, page 47, Selected Financial Data for the
years ended December 31, 1999, 1998, 1997, 1996 and 1995, included in this
report.

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

December 31,
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Net Income $2,450,381 $2,033,025 $ 1,930,568 $1,643,994 $1,470,347

Weighted Average
Shares Outstanding 1,508,526 1,508,526 1,508,526 1,508,526 1,508,526

Per Share Amount $1.62 $1.35 $1.28 $1.09 $ .97

</TABLE>

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

December 31,
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Cash dividends $ 827,247 $ 732,677 $ 652,936 $ 573,698 $ 410,525

Shares issued 1,508,526 1,508,526 1,508,526 1,508,526 1,508,526

Per Share Amount $.55 $.49 $.43 $.38 $.27

</TABLE>

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

December 31,
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Stockholders' Equity $16,055,472 $15,460,938 $14,128,995 $12,649,278 $11,709,207

Shares issued 1,508,526 1,508,526 1,508,526 1,508,526 1,508,526

Per Share Amount $10.64 $10.25 $ 9.37 $ 8.39 $ 7.76

</TABLE>

<PAGE> 51

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

(In thousands)
December 31,
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Net Income $ 2,450 $ 2,033 $ 1,931 $ 1,644 $ 1,470

Total Average Assets $183,436 $164,630 $153,290 $137,810 $124,145

Return on Average Assets 1.34% 1.23% 1.26% 1.19% 1.18%

</TABLE>

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

<TABLE>
<CAPTION>
(In thousands)
December 31,
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Net Income $ 2,450 $ 2,033 $ 1,931 $ 1,644 $ 1,470

Total Average
Stockholders' Equity $16,087 $14,697 $13,400 $12,186 $11,170

Return on Average Equity 15.23% 13.83% 14.41% 13.49% 13.16%

</TABLE>

(Calculation)
Average Equity / Average stockholders' equity
= Average Equity to Average Assets

(In thousands)
December 31,
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Total Average
Stockholders' Equity $ 16,087 $ 14,697 $ 13,400 $ 12,186 $ 11,170

Total Average Assets $183,436 $164,630 $153,290 $137,810 $124,145

Average Equity
to Average Assets 8.77% 8.93% 8.74% 8.84% 9.00%

</TABLE>

<PAGE> 52

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

December 31,
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Cash dividends
per share $ .55 $ .49 $ .43 $ .38 $ .27

Net income per share $1.62 $1.35 $1.28 $1.09 $ .97

Dividend Payout Ratio 33.95% 36.30% 33.59% 34.86% 27.84%

</TABLE>

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

December 31,
1999 1998 1997 1996 1995
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Loans $110,488,432 $103,555,319 $ 95,373,653 $ 80,416,680 $ 72,006,276

Total deposits $161,557,932 $147,784,819 $137,044,813 $125,271,069 $114,895,154

Loan to Deposit Ratio 68.39% 70.07% 69.59% 64.19% 62.67%

</TABLE>

<PAGE> 53

EXHIBIT 13.1

Annual Report to Shareholders

<PAGE> 54

(FIRST WEST VIRGINIA BANCORP LETTERHEAD)
P.O. Box 6671
Wheeling, WV 26003

Dear Shareholders,

It is with great pleasure that I present to you the record earnings
performance contained in the 1999 Annual Report of First West Virginia
Bancorp, Inc. Consolidated total assets, loans, deposits, net income,
earnings per share, return on average assets, return on average equity, book
value per share, and shareholder dividends all are the highest ever in Company
history at the end of 1999. Consolidated net income for 1999 was $2,450,381
or $1.62 per share, a 20.5% increase over the $2,033,025 or $1.35 per share
earned for 1998. The Holding Company ended the year 1999 with total assets of
$189,172,634, an increase of 10.4% over the $171,395,079 reported in 1998.
Total stockholders' equity at December 31, 1999 was $16,055,472, an increase
of 3.8% over the prior year. The book value per share was $10.64 at December
31, 1999 as compared to $10.25 a year earlier.

During 1999, the Board of Directors declared and paid cash dividends of $.55
per share compared to $.49 per share during 1998, which represents an increase
of 12.9% over the prior year. Additionally, on October 12, 1999 the Board of
Directors declared a six for five stock split in the effect of a twenty
percent (20%) common stock dividend payable to shareholders of record as of
November 1, 1999.

In our continued commitment to grow and market the branch offices of our
subsidiary banks as well as give back to the communities that these offices
serve, we have initiated formal strategic plans through our business
development department to help maintain customer relations while increasing
new business opportunities. Community reinvestment remains a vital part of
our sales, service and quality initiative.

After much planning, monitoring, and testing of our information systems and
applications, our conversion into the year 2000 was achieved with excellent
results. While preparing for the rollover to the year 2000 was time consuming
and sometimes difficult, the fruits of our labor were realized when midnight
December 31st arrived and departed basically as a nonevent.

I would like to take this opportunity to welcome Douglas K. Stalnaker as a new
director to the Progressive Bank, N.A. - Buckhannon Board of Directors. He is
the owner of the Kiddy Monument Company in Weston, West Virginia, as well as a
member of the West Virginia House of Delegates. We are pleased to have him as
a director at the subsidiary bank.

First West Virginia Bancorp, Inc. has been 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.

In closing this year's letter, I would like to inform you of my impending
retirement as of March 31, 2000. I accepted my position with this Company
some twenty-one years ago and have seen the Company attain record growth and
prosperity to the levels we are at today. My sincere gratitude to our loyal
customers and shareholders, as well as all of the directors, officers, and
employees, all of whom I have enjoyed working with over the years, and who are
an integral part of our organization.

Sincerely,

/s/ Ronald L. Solomon

Ronald L. Solomon
Vice Chairman, President and
Chief Executive Officer

<PAGE> 55
- --------------------------------------------------------------------------------

Table One
SELECTED FINANCIAL DATA
(In thousands, except per share data)
- --------------------------------------------------------------------------------
1st West Virginia Bancorp, Inc.
<TABLE>
<CAPTION>
Years ended
December 31,
-----------------------------------------------------------
1999 1998 1997 1996 1995
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS
Total interest income $ 13,207 $ 12,452 $ 11,507 $ 10,067 $ 8,937
Total interest expense 5,602 5,324 4,745 3,925 3,421
Net interest income 7,605 7,128 6,762 6,142 5,516
Provision for loan losses 348 256 131 71 50
Total other income 1,073 787 639 568 738
Total other expenses 4,740 4,674 4,377 4,182 4,007
Income before income taxes 3,590 2,985 2,893 2,457 2,198
Net income 2,450 2,033 1,931 1,644 1,470

PER SHARE DATA (1)
Net income $ 1.62 $ 1.35 $ 1.28 $ 1.09 $ .97
Cash dividends declared (2) .55 .49 .43 .38 .27
Book value per share 10.64 10.25 9.37 8.39 7.76

AVERAGE BALANCE SHEET SUMMARY
Total loans, net $ 105,775 $ 99,345 $ 86,609 $ 74,469 $ 66,058
Investment securities 60,405 48,543 51,754 48,557 46,020
Deposits - Interest Bearin 141,768 127,520 120,589 112,768 100,488
Stockholders' equity 16,087 14,697 13,400 12,186 11,170
Total Assets 183,436 164,630 153,290 137,810 124,145

BALANCE SHEET
Investments $ 60,095 $ 54,735 $ 45,444 $ 50,440 $ 45,996
Loans 110,489 103,555 95,374 80,417 72,006
Other Assets 18,589 13,105 15,325 13,689 9,953
--------- --------- --------- --------- ---------
Total Assets $ 189,173 $ 171,395 $ 156,143 $ 144,546 $ 127,955
========= ========= ========= ========= =========
Deposits $ 161,558 $ 147,785 $ 137,045 $ 125,271 $ 114,895
Federal funds purchased and
Repurchase Agreements 10,274 6,994 4,075 5,931 749
Other Liabilities 1,285 1,155 894 695 602
Shareholders' Equity 16,056 15,461 14,129 12,649 11,709
--------- --------- --------- --------- ---------
Total Liabilities and
Shareholders' Equity $ 189,173 $ 171,395 $ 156,143 $ 144,546 $ 127,955
========= ========= ========= ========= =========
SELECTED RATIOS
Return on average assets 1.34% 1.23% 1.26% 1.19% 1.18%
Return on average equity 15.23% 13.83% 14.41% 13.49% 13.16%
Average equity to average a 8.77% 8.93% 8.74% 8.84% 9.00%
Dividend payout ratio (1) (2) 33.95% 36.30% 33.59% 34.86% 27.84%
Loan to Deposit ratio 68.39% 70.07% 69.59% 64.19% 62.67%
</TABLE>
(1) Adjusted for 6 for 5 stock split in the effect of a twenty (20) percent
common stock dividend, declared October 12, 1999 to shareholders of
record as of November 1, 1999, a 4 percent common stock dividend to
stockholders of record as of October 1, 1998, a 3 for 2 stock split in
the effect of a fifty (50) percent common stock dividend to shareholders
of record as of October 1, 1997, a 4 percent common stock dividend to
stockholders of record as of December 2, 1996.

- --------------------------------------------------------------------------------
2

<PAGE> 56
- --------------------------------------------------------------------------------
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 two
wholly-owned subsidiaries: Progressive Bank, N.A., which operates in
Wheeling, Wellsburg, and Moundsville, West Virginia and Bellaire, Ohio; and
Progressive Bank, N.A.-Buckhannon, which operates in Buckhannon and Weston,
West Virginia. 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, 1999, 1998 and 1997. 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 $2,450,381 for the year ended
December 31, 1999 as compared to $2,033,025 for the year ended December 31,
1998. The 20.5% increase in earnings during 1999 over 1998 can be primarily
attributed to increased net interest income and noninterest income, partially
offset by increased operating expenses and the provision for loan losses.
Earnings per common share were $1.62 in 1999 compared to $1.35 in 1998.

Operational earnings improved with net interest income increasing $476,447 or
6.7%, to $7,604,719 during 1999 as compared to the same period in 1998. The
increase primarily results from an increase in the investment securities
portfolio and the growth in the loan portfolio. The significant increase in
noninterest income in 1999 resulted from the $301,862 gain on the sale of
building and land by the Holding Company.

The return on average assets (ROA), which measures the effectiveness of asset
utilization to produce net income, was 1.34% in 1999 and 1.23% in 1998. The
return on average equity (ROE), which measures the return on the stockholders'
investment, was 15.23% in 1999 and 13.83% in 1998.

The Holding Company ended the year 1999 with total assets of $189,172,634 an
increase of 10.4% over the $171,395,079 reported for the year ended December
31, 1998. Loans net of reserves increased in 1999 by $6,908,305 to
$109,340,712, as compared to $102,432,407 reported at December 31, 1998.
Total deposits increased in 1999 by $13,773,113, from $147,784,819 at December
31, 1998 to $161,557,932 at December 31, 1999, primarily due to the increase
in time deposits and savings deposits.

The allowance for loan losses amounted to $1,147,720 at December 31, 1999 or
1.0% of total loans, compared to $1,122,912 or 1.1% of total loans at December
31, 1998. Non-performing assets were $892,000 at December 31, 1999, as
compared to $664,000 at December 31, 1998.

The Board of Directors declared and paid cash dividends of $.55 per share
during 1999 as compared to $.49 in 1998. On October 12, 1999, the Board of
Directors also declared a six for five stock split in the effect of a twenty
percent (20%) common stock dividend to its shareholders of record as of
November 1, 1999. Accordingly, 251,274 shares of common stock were issued on
November 18, 1999.

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.

EARNINGS ANALYSIS

Net Interest Income

Net interest income, which is the difference between interest earned on loans
and investments and interest paid on deposits and other liabilities, is the
primary source of earnings for the Holding Company. Changes in the volume and
mix of earning assets and interest bearing liabilities combined with changes
in market rates of interest greatly effect net interest income. Tables Two
and Three analyze the changes in net interest income for the three years ended
December 31, 1999, 1998, and 1997.

Net interest income was $7,604,719 in 1999, an increase of $476,447 or 6.7%,
from 1998, following an increase in 1998 of $365,910 or 5.4% from 1997. The
increase in net interest income for 1999 was primarily attributable to the
increase in the investment securities and the growth in the loan portfolio.

The increase in the average volume of investment securities resulted in the
overall increase in interest earned on investment securities during 1999.
Interest income on investment securities during 1999 increased $556,580 or
19.2% over 1998. The increase in the average volume of investment securities
primarily contributed to the increase in net interest income during 1999. The
average volume of investment securities increased $11,862,000 in 1999. During
1998, the decline in the average volume of investment securities resulted in
the overall decrease in interest earned on investment securities. Interest
income on investment securities during 1998 decreased $286,947 or 9.0% from
1997. The average volume of investment securities decreased in 1998 primarily
due to the increased loan funding. The average yield on investment securities
decreased .25%, from 5.98% in 1998 to 5.73% in 1999 and decreased .19% from
6.17% in 1997 to 5.98% in 1998.

- --------------------------------------------------------------------------------
3
<PAGE> 57
- --------------------------------------------------------------------------------

Table Two
Average Balance Sheets and Interest Rate Analysis (in thousands)

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, 1999, 1998, and 1997. Average balance sheet information as of
December 31, 1999, 1998, and 1997 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, 1999 December 31, 1998 December 31, 1997
---------------------------- ---------------------------- ----------------------------
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 $ 46,283 $ 2,799 6.05% $ 38,387 $ 2,399 6.25% $ 45,157 $ 2,861 6.34%
Obligations of states and
political subdivisions 11,546 507 4.39% 8,155 382 4.68% 5,470 264 4.83%
Other securities 2,576 156 6.06% 2,001 124 6.20% 1,127 69 6.12%
-------- ------- ------ --------- -------- ------ -------- ------- ------
Total Investment securities: 60,405 3,462 5.73% 48,543 2,905 5.98% 51,754 3,194 6.17%
Interest bearing deposits 3,861 195 5.05% 2,607 138 5.29% 533 28 5.25%
Federal funds sold 4,923 244 4.96% 6,085 330 5.42% 6,561 357 5.44%
Loans, net of unearned income 105,775 9,306 8.80% 99,345 9,078 9.14% 86,609 7,928 9.15%
-------- ------- ------ --------- -------- ------ -------- ------- ------
Total earning assets 174,964 13,207 7.55% 156,580 12,451 7.95% 145,457 11,507 7.91%

Cash and due from banks 4,628 4,369 4,104
Bank premises and equipment 2,994 3,056 3,178
Other assets 2,005 1,785 1,741
Allowance for possible loan losses (1,155) (1,160) (1,190)
-------- --------- --------
Total Assets $183,436 $ 164,630 $153,290
======== ========= ========

LIABILITIES
Certificates of deposit $ 67,309 $ 3,535 5.25% $ 60,277 $ 3,356 5.57% $ 55,149 $ 2,945 5.34%
Savings deposits 48,752 1,368 2.81% 43,418 1,270 2.93% 41,376 1,102 2.66%
Interest bearing demand deposits 25,707 406 1.58% 23,825 471 1.98% 24,064 509 2.12%
Federal funds purchased and
Repurchase agreements 9,012 293 3.25% 6,600 227 3.44% 5,118 189 3.69%
-------- ------- ------ --------- -------- ------ -------- ------- ------
Total interest bearing liabilities 150,780 5,602 3.72% 134,120 5,324 3.97% 125,707 4,745 3.77%
Demand deposits 15,241 14,720 13,235
Other liabilities 1,328 1,093 948
-------- --------- --------
Total Liabilities 167,349 149,933 139,890
STOCKHOLDERS' EQUITY 16,087 14,697 13,400
-------- --------- --------
Total Liabilities
and Stockholders' Equity $183,436 $ 164,630 $153,290
======== ========= ========

Net yield on earning assets $ 7,605 4.35% $ 7,127 4.55% $ 6,762 4.65%
======= ====== ======= ====== ======= ======
</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 1999, 1998, and 1997,
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 $ 11,546 $ 845 7.32% $ 8,155 $ 637 7.81% $ 5,470 $ 440 8.04%
Loans 105,775 9,434 8.92% 99,345 9,215 9.28% 86,609 8,018 9.26%
========= ======= ===== ========= ======= ===== ======== ======= =====
Total earning assets $ 174,964 $13,673 7.81% $ 156,580 $12,843 8.20% $145,457 $11,773 8.09%
========= ======= ===== ========= ======= ===== ======== ======= =====
Taxable equivalent net yield on
earning assets $ 8,071 4.61% $ 7,519 4.80% $ 7,028 4.83%
======= ===== ======= ===== ======= =====
</TABLE>
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4
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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, 1999, 1998, and 1997 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.

1999 Compared to 1998 1998 Compared to 1997 1997 Compared to 1996
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 $ 493 $ (93) $ 400 $ (429) $ (33) $ (462) $ 175 $ 185 $ 360
Obligations of states and
political subdivisions 159 (34) 125 130 (12) 118 30 (13) 17
Other securities 36 (4) 32 53 2 55 (24) (8) (32)
Interest bearing deposits 66 (8) 58 109 1 110 (53) -- (53)
Federal funds sold (63) (24) (87) (26) (1) (27) 51 11 62
Loans, net of unearned income 588 (360) 228 1,165 (15) 1,150 1,116 (30) 1,086
------- ------- ------- ------- ------- ------- ------- ------- -------
Total interest earned 1,279 (523) 756 1,002 (58) 944 1,295 145 1,440

INTEREST EXPENSE ON:
- -----------------------
Time deposits 392 (213) 179 273 138 411 480 179 659
Savings deposits 156 (58) 98 54 114 168 45 60 105
Interest bearing demand deposits 37 (102) (65) (5) (33) (38) 4 (10) (6)
Federal funds purchased and
Repurchase agreements 83 (17) 66 55 (17) 38 48 14 62
------- ------- ------- ------- ------- ------- ------ ------- -------
Total interest paid 668 (390) 278 377 202 579 577 243 820
------- ------- ------- ------- ------- ------- ------ ------- -------
Net interest differential $ 611 $ (133) $ 478 $ 625 $ (260) $ 365 $ 718 $ (98) $ 620
======= ======= ======= ======= ======= ======= ====== ======= =======
</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 1999, 1998, 1997, and 1996,
respectively.

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Obligations of states and
political subdivisions:
Investment securities $ 265 $ (57) $ 208 $ 216 $ (19) $ 197 $ 51 $ (23) $ 28
Loans 597 (378) 219 1,179 18 1,197 1,127 (21) 1,106
======= ======= ======= ======= ======= ======= ====== ======= =======
Total interest earned $ 1,394 $ (564) $ 830 $ 1,102 $ (32) $ 1,070 $1,327 $ 144 $ 1,471
======= ======= ======= ======= ======= ======= ====== ======= =======

Net interest differential $ 726 $ (174) $ 552 $ 725 $ (234) $ 491 $ 750 $ (99) $ 651
======= ======= ======= ======= ======= ======= ====== ======= =======
</TABLE>
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5
<PAGE> 59
- --------------------------------------------------------------------------------
Net Interest Income - Continued

Interest and fees on loans and lease financing increased $227,345 or 2.5% from
1998 to 1999 and $1,150,799 or 14.5% from 1997 to 1998. The increased
interest income on loans and lease financing for both years resulted from
increases in the average loan volume of $6,430,000 in 1999 and $12,736,000 in
1998. Increases in residential real estate and commercial loans primarily
contributed to the loan growth in 1999. Growth in commercial, residential
real estate and installment loans primarily contributed to the increase during
1998. The average yield on loans decreased from 9.14% in 1998 to 8.80% in
1999 and decreased from 9.15% in 1997 to 9.14% in 1998.

Interest expense in 1999 increased $278,121 or 5.2% from 1998, compared to an
increase in 1998 of $579,394 or 12.2% from 1997. The increases in interest
expense for both 1999 and 1998 were primarily the result of deposit growth.
During 1999, the average volume of interest bearing deposits increased
$14,248,000 or 11.2% as compared to 1998, and increased $6,931,000 or 5.7% in
1998 as compared to 1997. Average volume increases of interest bearing
deposits during 1999 were primarily the result of the growth in time deposits
and savings deposits. During 1998, the increase in the average volume of
interest bearing deposits was primarily due to the growth in time deposits.

The average yield paid on interest bearing liabilities decreased .25%, from
3.97% in 1998 to 3.72% in 1999, and followed an increase of .20%, from 3.77%
in 1997 to 3.97% in 1998. The decrease in the average yield on interest
bearing liabilities during 1999 was primarily the result of a decrease in the
interest rates paid on time deposits and interest bearing demand deposits.
During 1998, the increase in the average yield on interest bearing liabilities
was primarily the result of an increase in the interest rates paid on time
deposits and savings deposits.

The changes in the volume and mix of earning assets and interest bearing
liabilities combined with the changes in the market rates of interest resulted
in taxable equivalent net interest yields on average earning assets of 4.61%
for 1999, as compared to 4.80% and 4.83% earned during 1998 and 1997,
respectively.

Noninterest Income

Service charges and other fees represent the major component of noninterest
income. These charges are earned from assessments made on checking and
savings accounts. Service charges increased $17,917 in 1999, up 3.7%, from
1998, as compared to an increase of 18.1% from 1997 to 1998. The increase in
service charges in both 1999 and 1998 was primarily due to an increase in the
number of charges assessed on deposit accounts.

The gain on the sale of the building and land by the Holding Company
contributed $301,862 in noninterest income during 1999.

Sales of investment securities by the subsidiary banks are generally limited
to the needs established under the liquidity policies. During 1999, the
subsidiary banks accounted for securities gains of $14,721 and securities
losses of $13,086 and were attributable to sales of securities available for
sale. Additionally, the Holding Company accounted for securities gains of
$11,526 and securities losses of $662 and were attributable to sales of
marketable equity securities. In 1998, the Holding Company accounted for
securities gains of $2,786 and securities losses of $1,608 and were
attributable to sales of marketable equity securities. During 1997, the
subsidiary banks accounted for securities gains of $2,772 and securities
losses of $4,063 and were attributable to sales of securities available for
sale.

Other operating income represents fees from safe deposit box rentals, sales of
checkbooks, sales of cashiers' 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. In 1999, other
operating income was $250,308, a decrease of $44,038 or 15.0% over 1998, and
follows an increase of $69,762, or 31.1%, over 1997. The decrease in other
operating income during 1999 was primarily due to the decrease in other credit
card income and a loss of lease income resulting from the sale of the building
and land by the holding company. In 1998, the increase in ATM charges
primarily contributed to the increase in other operating income.

Non-Interest Expense

Salary and employee benefits are the largest component of noninterest expense.
Salary and employee benefits increased $19,055 or .8% in 1999 as compared to
the same period in 1998. During 1998, salary and employee benefits increased
$134,189 or 5.9% over 1997. The increase in salary and employee benefits in
both 1999 and 1998 was primarily due to normal annual merit adjustments.

- --------------------------------------------------------------------------------
6

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

Table Four
Investment Portfolio
(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, 1999 and December 31, 1998 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, 1999 December 31, 1998
--------------------------------------------- ----------------------------------------
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 $ -- --% $ 4,504 5.25 % $ -- -- % $ 5,775 6.01 %
After One But
Within Five Years -- -- 18,750 6.16 -- -- 18,815 5.92
After Five But
Within Ten Years -- -- 17,446 6.78 -- -- 10,517 6.23
After Ten Years -- -- -- -- -- -- -- --
---------- ----- ---------- ------ -------- ------ --------- -----
-- -- 40,700 6.33 -- -- 35,107 6.03

States & Political Subdivisions

Within One Year 1,020 6.40 -- -- 950 7.71 -- --
After One But
Within Five Years 3,626 6.67 -- -- 5,099 6.52 -- --
After Five But
Within Ten Years 5,467 6.64 507 7.59 5,121 6.48 516 7.45
After Ten Years 533 6.81 -- -- 180 6.06 -- --
---------- ----- ---------- ------ -------- ------ --------- -----
10,646 6.64 507 7.59 11,350 6.59 516 7.45

Corporate Debt Securities

Within One Year -- -- -- -- -- -- 349 5.94
After One But
Within Five Years -- -- 102 8.42 -- -- 106 7.98

---------- ----- ---------- ------ -------- ------ --------- -----
-- -- 102 8.42 -- -- 455 6.42

Mortgage-Backed Securities -- -- 7,049 6.44 -- -- 6,503 6.35

Equity Securities -- -- 1,091 5.29 -- -- 804 5.30

---------- ----- ---------- ------ -------- ------ --------- -----
Total $ 10,646 6.64 % $ 49,449 6.34 % $11,350 6.59 % $ 43,385 6.09 %

========== ===== ========== ====== ======== ====== ========= =====

</TABLE>
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7
<PAGE> 61
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Non-Interest Expense Continued

The major components of other operating expenses include: stationery and
supplies, directors' fees, service expense, postage and transportation, other
taxes, advertising, and regulatory assessment and deposit insurance. Other
operating expenses increased $74,601 or 5.1% in 1999 over 1998 and increased
$155,239 or 11.9% in 1998. The increase in other operating expenses during
1999 was primarily due to the increase in service expense, advertising and
directors' fees offset in part by a decrease in stationery and supplies
expense. Increased other expenses, service expense, stationery and supplies
expense, other taxes and postage expense primarily contributed to the increase
in other operating expenses during 1998.

Income Taxes

Income tax expense for the period ended December 31, 1999 was $1,139,516, an
increase of $187,713 over 1998. The increase was primarily due to the
increase in pre-taxable income of $605,069 in 1999 over 1998. Components of
the income tax expense for December 31, 1999 were $951,643 for federal taxes
and $187,873 for West Virginia corporate net income taxes. Income tax expense
for the period ended December 31, 1998 decreased by $11,053 over 1997. The
decrease in income tax expense during 1998 was primarily due to the increase
in tax exempt income.

For federal income tax purposes, tax-exempt income is based on qualified
state, county, and municipal bonds and loans. Tax-exempt income was $698,249
in 1999; $586,837 in 1998; and $400,081 in 1997. The state of West Virginia
recognizes tax-exempt income based on the average of certain investments and
loans held during the tax reporting period. Nontaxable items included 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 $1,592,000 in 1999; $1,211,000 in 1998; and $1,269,000 in
1997.

Federal income tax rates and West Virginia corporate net income tax rates were
consistent at 34% and 9%, respectively, for the years ended December 31, 1999,
1998 and 1997. Additional information regarding income taxes is contained in
Note 7 to the Consolidated financial statements.

Balance Sheet Analysis
Investments

Investment securities increased $5,360,024 or 9.8% from $54,735,400 at
December 31, 1998, to $60,095,424 at December 31, 1999 and followed an
increase of $9,291,446 or 20.4% from $45,443,954 at December 31, 1997 to
$54,735,400 at December 31, 1998. The increases in investment securities at
December 31, 1999 and 1998 were primarily the result of increased deposit
growth.

The investment portfolio is managed to attempt to achieve an optimum mix of
asset quality, liquidity and maximum yield on investment. The investment
portfolio consists of U.S. Treasury securities, U.S. Government agency and
corporation securities, obligations of states and political subdivisions,
corporate debt securities, mortgage-backed securities and equity securities.
Taxable securities comprised 81.4% of total securities at December 31, 1999,
as compared to 78.3% at December 31, 1998. Other than the normal risks
inherent in purchasing U.S. Treasury securities, U.S. Government agency and
corporation 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 Holding Company does not have
any high risk hybrid/derivative instruments.

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. Available for sale
securities, at market value increased $6,063,741 or 14.0% from 1998, and
represented 82% of the investment portfolio at December 31, 1999. The
increase in the available for sale securities was primarily due to the
purchase of U.S. Government agency securities. 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. The
held to maturity securities decreased $703,717 or 6.2% from 1998 and
represented 18% of the investment portfolio as of December 31, 1999. The
decrease in the held to maturity securities was primarily the result of
maturities and calls of tax exempt municipal securities which were reinvested
in available for sale securities.

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8
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Table Five
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, 1999 and December 31,
1998 (in thousands):
December 31, 1999
----------------------------------------
After one
In one Year Through After
Year or Less Five Years Five Years
------------ ------------ ----------
Commercial $ 712 $ 7,564 $ 5,266
Real Estate - construction 73 -- --
--------- --------- ---------
Total $ 785 $ 7,564 $ 5,266
========= ========= =========

December 31, 1998
----------------------------------------
After one
In one Year Through After
Year or Less Five Years Five Years
------------ ------------ ----------
Commercial $ 858 $ 6,024 $ 6,379
Real Estate - construction 41 -- --
--------- --------- ---------
Total $ 899 $ 6,024 $ 6,379
========= ========= =========

The following table presents an analysis of fixed and variable rate loans as
of December 31, 1999 and December 31, 1998 along with the contractual maturities
of loans other than installment loans and residential mortgages (in thousands):

December 31, 1999
---------------------------------------
After one
In one Year Through After
Year or Less Five Years Five Years
------------ ------------ -----------
Fixed Rates $ 586 $ 5,564 $ 1,150
Variable Rates 199 2,000 4,116
--------- --------- ---------
Total $ 785 $ 7,564 $ 5,266
========= ========= =========

December 31, 1998
---------------------------------------
After one
In one Year Through After
Year or Less Five Years Five Years
---------------------------------------
Fixed Rates $ 626 $ 4,922 $ 2,266
Variable Rates 273 1,102 4,113
--------- --------- ---------
Total $ 899 $ 6,024 $ 6,379
========= ========= =========

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9
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Investments - Continued

As the investment portfolio consists primarily of fixed rate debt securities,
changes in the market rates of interest will affect the carrying value of
securities available for sale, adjusted upward or downward under the
requirements of FAS 115 and represent temporary adjustments in value. The
carrying values of securities available for sale were decreased by $1,380,468
at December 31, 1999 and increased by $253,924 at December 31, 1998. The
market value of securities classified as held to maturity was below book value
by $209,270 at December 31, 1999 and above book value by $74,498 at December
31, 1998.

Loans

Loans, net of unearned income, increased $6,933,113 or 6.7% from 1998, and
follows an increase in 1998 of $8,181,666 or 8.6% from 1997. The loan growth
during 1999 can be attributed primarily to increases in residential real
estate loans and commercial loans which increased approximately $4,623,000 and
$3,633,000, respectively. Residential real estate loans increased in 1999
primarily as a result of new purchases and refinancing due to offering
competitive mortgage rates and local servicing. Commercial loans increased
during 1999, primarily in commercial real estate loans, due to refinances by
new and existing customers. Real estate residential loans which include real
estate construction, real estate farmland, and real estate residential loans
comprised 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 comprised thirty-nine percent (39%) of the loan
portfolio. Installment loans comprised twenty-two percent (22%) of the loan
portfolio. Other loans which include non-rated industrial development
obligations, direct financing leases and other loans comprised three percent
(3%) of the loan portfolio. The changes in the composition of the loan
portfolio from 1998 to 1999 were a 2% increase in real estate residential
loans, a 1% increase in commercial loans, a 2% decrease in installment loans
and a 1% decrease in other loans. From 1997 to 1998, the changes in the
composition of the loan portfolio were a 1% increase in installment loans and
a 1% decrease in residential real estate loans.

Non-performing assets include 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 nonperforming assets is presented in Table Six.

Total non-performing loans were $892,000 at December 31, 1999 as compared with
$664,000 at December 31, 1998. Total non-performing loans increased $228,000
in 1999, as compared to the decrease of $175,000 in 1998. The increase in
non-performing loans in 1999 was primarily due to an increase in non-accrual
loans. Non-accrual loans were $573,000 or .5% of total loans outstanding as
of December 31, 1999, as compared to $396,000 or .4% at December 31, 1998.
The non-accrual loans in 1999 primarily were commercial real-estate loans
which are secured by properties believed to have adequate values to cover the
outstanding loan balances. There were no loans classified as renegotiated at
December 31, 1999 and 1998. Loans past due 90 days or more increased $51,000
during 1999, after increasing $49,000 during 1998. Loans past due 90 days or
more at year-end were primarily consumer loans. There was no other real
estate owned at December 31, 1999 and 1998. Other real estate owned decreased
$80,000 in 1998 over 1997 due to the sale of the properties by a subsidiary
bank. Management continues to monitor the nonperforming assets to ensure
against deterioration in collateral values.

Allowance for Loan Losses

The corporation maintains an allowance for loan losses to absorb probable loan
losses. Table Seven presents a five-year summary of the Allowance for Loan
Losses. The allowance for loan losses represented 1.0% and 1.1% of
outstanding loans as of December 31, 1999 and 1998, respectively. Net loan
charge-offs were $323,192 in 1999, compared to $350,851 in 1998 and $73,039 in
1997. The net loan charge-offs in 1999, 1998 and 1997 were primarily consumer
loans. Personal bankruptcies have contributed to the increase in net
charge-offs on consumer type loans over the past several years.

The provision for possible loan losses was $348,000 for the year ended
December 31, 1999 compared to $256,000, and $130,500 at December 31, 1998 and
1997, respectively. The increased loan growth combined with the increase in
net charge-offs and in nonperforming assets in 1999 and 1998 has prompted the
increase in the provision for loan losses.

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 nonperforming assets, local economic conditions and
management experience as presented in Table Eight.

- --------------------------------------------------------------------------------
10
<PAGE> 64
- --------------------------------------------------------------------------------

Table Six
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,
----------------------------------------------------------
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Past Due 90 Days or More:
Real Estate - residential $ 66 $ 76 $ 45 $ 250 $ 33
Commercial 11 4 70 2 -
Installment 242 188 104 48 60
------ ------ ------- ------ ------
$ 319 $ 268 $ 219 $ 300 $ 93
------ ------ ------- ------ ------
Non-accrual:
Real Estate - residential $ 17 $ 106 $ 139 $ 26 $ 56
Commercial 440 184 353 299 256
Installment 116 106 48 28 39
------ ------ ------- ------ ------
$ 573 $ 396 $ 540 $ 353 $ 351
------ ------ ------- ------ ------
Other Real Estate $ -- $ -- $ 80 $ 49 $ 64
------ ------ ------- ------ ------

Total non-performing assets $ 892 $ 664 $ 839 $ 702 $ 508
====== ====== ======= ====== ======

Total non-performing assets
to total loans and
other real estate 0.81% 0.64% 0.88% 0.87% 0.70%

</TABLE>

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 $43,000
and $33,000 for the periods ended December 31, 1999 and 1998, respectively.

As of December 31, 1999, 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.

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

11
<PAGE> 65
- --------------------------------------------------------------------------------
Table Seven
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,
-----------------------------------------------------------------
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
Balance at Beginning of period
Allowance for Possible
Loan Losses $ 1,123 $ 1,218 $ 1,160 $ 1,149 $ 947
Loans Charged Off:
Real Estate - residential 14 65 18 35 1

Commercial 16 134 -- -- 11
Installment 315 173 67 49 44
--------- --------- --------- --------- ---------
345 372 85 84 56

Recoveries:
Real Estate - residential - 5 -- -- --
Commercial - - 3 1 194
Installment 22 16 9 24 15
--------- --------- --------- --------- ---------
22 21 12 25 209

Net Charge-offs 323 351 73 59 (153)
Additions Charged to Operations 348 256 131 70 49
--------- --------- --------- --------- ---------
Balance at end of period: $ 1,148 $ 1,123 $ 1,218 $ 1,160 $ 1,149
========= ========= ========= ========= =========

Average Loans Outstanding $ 105,775 $ 99,345 $ 86,609 $ 74,469 $ 66,058
========= ========= ========= ========= =========

Ratio of net charge-offs
to Average loans
outstanding for the period 0.31% 0.35% 0.08% 0.08% (0.23)%

Ratio of the Allowance for Loan
Losses to Loans Outstanding for
the period 1.04% 1.08% 1.28% 1.44% 1.60%

</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.

- --------------------------------------------------------------------------------
12
<PAGE> 66

- --------------------------------------------------------------------------------
Table Eight
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, 1999 ( 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,
---------------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
----------------- ----------------- ----------------- ----------------- -----------------
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 $ 238 36.2% $ 208 34.2% $ 202 34.6% $ 192 36.5% $ 215 39.9%
Commercial 490 38.7 490 37.8 622 38.0 619 39.1 618 36.5
Installment 400 22.2 374 23.8 343 23.6 298 21.6 265 20.0
Others 20 2.9 20 4.2 20 3.8 20 2.8 20 3.6
Unallocated -- -- 31 -- 31 -- 31 -- 31 --
------ ----- ------ ----- ------ ----- ---- ----- ---- -----
Total $1,148 100.0% $1,123 100.0% $1,218 100.0% $1,160 100.0% $1,149 100.0%
====== ===== ====== ===== ====== ===== ====== ===== ====== =====
</TABLE>
- --------------------------------------------------------------------------------

13
<PAGE> 67
- --------------------------------------------------------------------------------
Allowance for Loan Losses - Continued

The Corporation has historically maintained the allowance for loan losses at a
level greater than actual charge-offs. In determining the allocation of the
allowance for possible loan losses, charge-offs for 2000 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 the quality of the loan portfolio 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 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.

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 $161,557,932 at December 31,
1999 as compared to $147,784,819 at December 31, 1998, an increase of 9.3%,
and follows an increase of 7.8% between 1998 and 1997. The increase in total
deposits during 1999 and 1998 was primarily in time deposits and savings
deposits. Time deposits grew by $7,706,257 or 12.4% in 1999, and follows an
increase of $4,280,219 or 7.4% in 1998. Time deposits of $100,000 or more
increased approximately $5,345,000 at December 31, 1999 as compared to
December 31, 1998. The increase in time deposits was primarily the result of
special promotions offered by the subsidiary banks throughout 1999 and 1998.
Savings deposits increased by $7,596,879 or 16.8% during 1999, and follows an
increase of $3,238,772 or 7.7% in 1998. The growth in savings deposits was
mainly due to the increase in the demand for the Progressive Gold money market
product by depositors. At December 31, 1999, noninterest bearing deposits
comprised 9% of total deposits and interest bearing deposits which include
NOW, money market, savings and time deposits comprised 91% of total deposits.
The change in the deposit mix from December 31, 1998 to December 31, 1999 was
a 1% increase in interest bearing deposits and a 1% decrease in noninterest
bearing deposits.

Federal Funds Purchased and Repurchase Agreements

Federal funds purchased and repurchase agreements are short-term borrowings of
which repurchase agreements represent the largest component. Repurchase
agreements were $9,923,925 at December 31, 1999, an increase of $2,929,901
over 1998. The increase in repurchase agreements in 1999 was primarily due to
an increase in balances maintained by existing commercial customers.

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 10.4% in 1999 entirely from current
earnings after quarterly dividends, and a decrease of 6.6% resulting from the
effect of the change in the net unrealized gain (loss) on securities available
for sale. The increase in stockholders' equity in 1999 follows an increase of
9.2% in 1998 entirely from current earnings after quarterly dividends, and an
increase of .2% resulting from the effect of the change in the net unrealized
gain (loss) on securities available for sale. Stockholders' equity amounted
to 8.5% and 9.0% of total assets at the end of 1999 and 1998, respectively.

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 of the Consolidated Financial Statements.

The Holding Company declared a 6 for 5 stock split in the form of a 20% common
stock dividend on October 12, 1999 to stockholders of record as of November 1,
1999. As a result, 251,274 shares were issued on November 18, 1999. On
September 8, 1998, the Holding Company declared a four percent common stock
dividend to stockholders of record on October 1, 1998. Accordingly, 48,167
shares of common stock were issued on October 26, 1998.

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.
Additional information on capital amounts, ratios and minimum regulatory
requirements can be found in Note 17 of the Consolidated Financial Statements.

- --------------------------------------------------------------------------------
14
<PAGE> 68
- --------------------------------------------------------------------------------
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.

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 $(18,996,000), which indicates
the corporation's interest bearing liabilities are more than earning assets at
December 31, 1999. 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, 1999
<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 $ 2,485 $ $ $ $ $ 2,485
Investments 3,831 5,384 11,176 39,704 60,095
Loans 23,910 27,063 32,067 26,973 476 110,489
Other Assets 6,478 10,774 17,252
Allowance for Loan
and Lease Losses (1,148) (1,148)
-------- -------- ------- ------- -------- ---------

TOTAL ASSETS: $ 36,704 $ 32,447 $43,243 $66,677 $ 10,102 $ 189,173
======== ======== ======= ======= ======== =========

NOW and Savings $ 1,799 $ 5,517 $ 8,188 $38,436 $ $ 53,940
MMDA 22,894 22,894
CD's < 100,000 10,851 24,541 15,850 3,099 54,341
CD's > 100,000 7,144 5,127 2,983 349 15,603
Demand Deposits 14,780 14,780
Other Liabilities 1,285 1,285
Repurchase Agreements 10,274 10,274
Stockholders' Equity 16,056 16,056
-------- -------- ------- ------- -------- ---------
TOTAL LIABILITIES
AND CAPITAL: $ 52,962 $ 35,185 $27,021 $41,884 $ 32,121 $ 189,173
======== ======== ======= ======= ======== =========
GAP (16,258) (2,738) 16,222 24,793 (22,019)
GAP/ Total Assets (8.59%) (1.45%) 8.58% 13.11% (11.64%)
Cumulative GAP (16,258) (18,996) (2,774) 22,019 0
Cumulative GAP/Total Assets (8.59%) (10.04%) (1.47%) 11.64% 0.00%
</TABLE>

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

15
<PAGE> 69
- --------------------------------------------------------------------------------
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 Holding
Company had investment securities with an estimated market value of
$49,449,312 classified as available for sale at December 31, 1999. 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, 1999, Progressive Bank, N.A. and Progressive Bank, N.A.-
Buckhannon, had an available line of approximately $4,280,000 and $551,000,
respectively, without purchasing any additional capital stock from the FHLB.
As of December 31, 1999 borrowings outstanding pursuant to these agreements
totaled $350,000.

At December 31, 1999 and December 31, 1998, the Holding Company had
outstanding loan commitments and unused lines of credit totaling $11,071,000
and $8,070,000, respectively. As of December 31, 1999, management placed a
high probability for required funding within one year of approximately
$7,870,000. Approximately $3,065,000 is principally unused home equity and
credit card lines on which management places a low probability for required
funding.

Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard No. 133 ("SFAS No. 133"),
"Accounting for Derivative Instruments and Hedging Activities" which provides
requirements for the proper accounting, reporting and financial statement
presentation of derivative instruments and hedging activities. Under the
standard, all derivatives are to be measured at fair value and recognized as
either assets or liabilities in the financial statements. Among other items,
SFAS No. 133 also permits certain reclassification of securities from held to
maturity to the available for sale classification. Any unrealized holding gain
or loss on such transferred securities shall be reported consistent with the
requirements of SFAS No. 115, "Accounting for Certain Investment in Debt and
Equity Securities." Subsequently, the FASB issued SFAS No. 137, which amended
the effective date of SFAS No. 133 to become effective for fiscal quarters of
all fiscal years beginning after June 15, 2000. Management anticipates that
the adoption of SFAS No. 133 will not have a material impact on the Company.

In October 1998, the FASB issued SFAS No. 134, "Accounting for Mortgage-Backed
Securities Retained after the Securitization of Mortgage Loans Held for Sale
by a Mortgage Banking Enterprise." SFAS No. 134 amends SFAS No. 65,
"Accounting for Certain Investments in Debt and Equity Securities" to require
that after the securitization of mortgage loans held for sale, an entity
engaged in mortgage banking activities classify the resulting mortgage-backed
securities or other retained interests based on its ability and intent to sell
or hold those investments. SFAS No. 134 was effective for the first fiscal
quarter beginning after December 15, 1998. As the subsidiary banks are not
engaged in the activities required under SFAS No. 134, adoption of SFAS No.
134 did not have any impact on the Company.

Market Information of Common Stock

First West Virginia Bancorp, Inc's common stock has been traded on the
American Stock Exchange primary list since June 20, 1995, and began trading
under the symbol of FWV. The following table sets forth the high and low
sales prices of the common stock during the respective quarters. The stock
prices reflected have been adjusted for the effect of the twenty percent (20%)
common stock dividend to shareholders of record on November 1, 1999.
Stock Prices
Low High
1999
4th Quarter $ 16.10 $ 18.00
3rd Quarter $ 16.40 $ 17.80
2nd Quarter $ 17.00 $ 18.40
1st Quarter $ 18.40 $ 22.40

1998
4th Quarter $ 18.90 $ 23.10
3rd Quarter $ 20.00 $ 23.90
2nd Quarter $ 22.70 $ 24.80
1st Quarter $ 19.20 $ 22.50

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

<PAGE> 70

- --------------------------------------------------------------------------------
First West Virginia Bancorp, Inc.
Summarized Quarterly Financial Information
- --------------------------------------------------------------------------------

A summary of selected quarterly financial information follows:

<TABLE>
<CAPTION>
First Second Third Fourth
1999 Quarter Quarter Quarter Quarter
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Total interest income $ 3,117,090 $ 3,220,452 $ 3,455,711 $ 3,413,428
Total interest expense 1,321,239 1,340,768 1,440,894 1,499,061
Net interest income 1,795,851 1,879,684 2,014,817 1,914,367
Provision for loan losses 76,500 76,500 97,500 97,500
Investment Securities Gain (Loss) 9,153 3,312 54 (20)
Total other income 198,994 479,611 199,019 183,297
Total other expenses 1,133,286 1,177,455 1,284,423 1,145,078
Income before income taxes 794,212 1,108,652 831,967 855,066
Net income 548,216 744,190 566,517 591,458
Net income per share (1) .36 .49 .38 .39
</TABLE>

<TABLE>
<CAPTION>
First Second Third Fourth
1998 Quarter Quarter Quarter Quarter
------------- ------------- ------------- -------------

<S> <C> <C> <C> <C>
Total interest income $3,017,292 $ 3,062,636 $ 3,148,133 $ 3,224,052
Total interest expense 1,276,939 1,325,792 1,363,263 1,357,847
Net interest income 1,740,353 1,736,844 1,784,870 1,866,205
Provision for loan losses 46,500 56,500 76,500 76,500
Investment Securities Gain (Loss) (1,608) -- 2,786 -
Total other income 191,504 183,293 215,373 195,010
Total other expenses 1,109,594 1,125,921 1,172,069 1,266,218
Income before income taxes 774,155 737,716 754,460 718,497
Net income 519,740 501,192 515,715 496,378
Net income per share (1) .35 .33 .34 .33
</TABLE>

<TABLE>
<CAPTION>
First Second Third Fourth
1997 Quarter Quarter Quarter Quarter
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Total interest income $ 2,698,339 $ 2,845,165 $ 2,954,722 $ 3,008,583
Total interest expense 1,087,969 1,161,352 1,224,185 1,270,941
Net interest income 1,610,370 1,683,813 1,730,537 1,737,642
Provision for loan losses 25,500 36,000 34,500 34,500
Investment Securities Gain (Loss) -- - -- (1,291)
Total other income 174,106 153,694 172,615 139,807
Total other expenses 1,044,887 1,091,516 1,116,343 1,124,623
Income before income taxes 714,089 709,991 752,309 717,035
Net income 476,607 474,485 502,677 476,799
Net income per share (1) .32 .31 .33 .32
</TABLE>

(1) Adjusted for 6 for 5 stock split in the effect of a twenty (20)
percent common stock dividend, declared October 12, 1999 to
shareholders of record as of November 1, 1999, a 4 percent common
stock dividend to stockholders of record as of October 1, 1998, and
a 3 for 2 stock split in the effect of a fifty (50) percent common
stock dividend to shareholders of record as of October 1, 1997.

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

17
<PAGE> 71
- --------------------------------------------------------------------------------

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 meets
periodically with the internal auditor, the independent auditors, and
management to ensure the financial accounting and audit process is properly
conducted.

- --------------------------------------------------------------------------------
18

<PAGE> 72
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, 1999 and 1998, 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, 1999. 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, 1999 and 1998, 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, 1999, in conformity with
generally accepted accounting principles.

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

Wheeling, West Virginia
January 21, 2000

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

<PAGE> 73
First West Virginia Bancorp, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
1999 1998
------------ ------------
ASSETS

Cash and due from banks $ 5,335,861 $ 4,720,682
Due from banks - interest bearing 6,478,406 299,430
------------ ------------
Total cash and cash equivalents 11,814,267 5,020,112
Federal funds sold 2,485,000 4,092,000
Investment securities:
Available-for-sale (at fair value) 49,449,312 43,385,571
Held-to-maturity (fair value of $10,436,842
and $11,424,327, respectively) 10,646,112 11,349,829
Loans, net of unearned income 110,488,432 103,555,319
Less allowance for possible loan losses (1,147,720) (1,122,912)
------------ ------------
Net loans 109,340,712 102,432,407
Premises and equipment, net 2,841,337 3,204,730
Accrued income receivable 1,356,419 1,242,606
Other assets 1,239,475 667,824
------------ ------------
Total assets $189,172,634 $171,395,079
============ ============
LIABILITIES

Noninterest bearing deposits:
Demand $ 14,780,305 $ 15,141,249
Interest bearing deposits:
Demand 23,961,233 25,130,312
Savings 52,872,689 45,275,810
Time 69,943,705 62,237,448
------------ ------------
Total deposits 161,557,932 147,784,819
Federal funds purchased and repurchase agreements 10,273,925 6,994,024
Accrued interest on deposits 499,352 472,097
Other liabilities 785,953 683,201
------------ ------------
Total liabilities 173,117,162 155,934,141
------------ ------------
STOCKHOLDERS' EQUITY

Common stock - 2,000,000 shares
authorized at $5 par value:
1,508,526 shares issued at December 31, 1999, and
1,257,252 shares issued at December 31, 1998 7,542,630 6,286,260
Surplus 4,739,381 4,739,381
Retained earnings 4,638,742 4,275,249
Accumulated other comprehensive income (865,281) 160,048
------------ ------------
Total stockholders' equity 16,055,472 15,460,938
------------ ------------
Total liabilities and stockholders' equity $189,172,634 $171,395,079
============ ============

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

20
<PAGE> 74
First West Virginia Bancorp, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31,
1999 1998 1997
----------- ----------- -----------
INTEREST INCOME
Interest and fees on loans
and lease financing:
Taxable $ 9,114,144 $ 8,873,747 $ 7,791,705
Tax-exempt 191,674 204,726 135,969
Investment securities:
Taxable 2,917,399 2,494,614 2,905,180
Tax-exempt 506,575 382,111 264,112
Dividends 37,813 28,482 22,862
Other interest income 195,545 138,252 29,843
Interest on federal funds sold 243,531 330,181 357,138
----------- ----------- -----------
Total interest income 13,206,681 12,452,113 11,506,809
----------- ----------- -----------
INTEREST EXPENSE
Deposits 5,309,346 5,096,756 4,555,542
Other borrowings 292,616 227,085 188,905
----------- ----------- -----------
Total interest expense 5,601,962 5,323,841 4,744,447
----------- ----------- -----------
Net interest income 7,604,719 7,128,272 6,762,362

PROVISION FOR POSSIBLE LOAN LOSSES 348,000 256,000 130,500
----------- ----------- -----------
Net interest income after provision
for possible loan losses 7,256,719 6,872,272 6,631,862
----------- ----------- -----------
NONINTEREST INCOME
Service charges and other fees 508,751 490,834 415,638
Gain on sale of building and land 301,862 - -
Securities gains (losses) 12,499 1,178 (1,291)
Other operating income 250,308 294,346 224,584
----------- ----------- -----------
Total noninterest income 1,073,420 786,358 638,931
----------- ----------- -----------
NONINTEREST EXPENSE
Salary and employee benefits 2,433,917 2,414,862 2,280,673
Net occupancy expense of premises 768,917 796,133 789,128
Other operating expenses 1,537,408 1,462,807 1,307,568
----------- ----------- -----------
Total noninterest expense 4,740,242 4,673,802 4,377,369
----------- ----------- -----------
Income before income taxes 3,589,897 2,984,828 2,893,424

INCOME TAXES 1,139,516 951,803 962,856
----------- ----------- -----------
Net income $ 2,450,381 $ 2,033,025 $ 1,930,568
=========== =========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING 1,508,526 1,508,526 1,508,526
=========== =========== ===========
EARNINGS PER COMMON SHARE $1.62 $1.35 $1.28
=========== =========== ===========

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

<PAGE> 75

First West Virginia Bancorp, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
Accumulated
Other
Common Stock Compre- Compre-
------------------------- Retained hensive hensive
Shares Stock Surplus Earnings Income Income Total
----------- ---------- ---------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1996 806,107 $4,030,535 $3,764,000 $ 4,935,303 $ (80,560) $12,649,278
Comprehensive income
Net income - - - 1,930,568 - $ 1,930,568 1,930,568
Other comprehensive income,
net of tax:
Unrealized gains on securities
net of reclassification
adjustment (see disclosure) - - - - 204,054 204,054 204,054
-----------
Comprehensive income $ 2,134,622
===========
Cash dividend ($.43 per share) - - - (652,936) - (652,936)
Cash paid in lieu of fractional
shares on stock dividend - - - (1,969) - (1,969)
50% common stock dividend
at par value 402,978 2,014,890 - (2,014,890) - -
---------- ---------- ---------- ---------- ---------- -----------
BALANCE, DECEMBER 31, 1997 1,209,085 6,045,425 3,764,000 4,196,076 123,494 14,128,995
Comprehensive income
Net income - - - 2,033,025 - $ 2,033,025 2,033,025
Other comprehensive income,
net of tax:
Unrealized gains on securities
net of reclassification
adjustment (see disclosure) - - - - 36,554 36,554 36,554
-----------
Comprehensive income $ 2,069,579
===========
Cash dividend ($.49 per share) - - - (732,677) - (732,677)
Cash paid in lieu of fractional
shares on stock dividend - - - (4,959) - (4,959)
4% common stock dividend
at fair market value 48,167 240,835 975,381 (1,216,216) - -
---------- ---------- ---------- ---------- ---------- -----------
BALANCE, DECEMBER 31, 1998 1,257,252 6,286,260 4,739,381 4,275,249 160,048 15,460,938
Comprehensive income
Net income - - - 2,450,381 - $ 2,450,381 2,450,381
Other comprehensive income,
net of tax:
Unrealized losses on securities
net of reclassification
adjustment (see disclosure) - - - - (1,025,329) (1,025,329) (1,025,329)
-----------
Comprehensive income $ 1,425,052
===========
Cash dividend ($.55 per share) - - - (827,247) - (827,247)
Cash paid in lieu of fractional
shares on stock dividend - - - (3,271) - (3,271)
20% common stock dividend
at par value 251,274 1,256,370 - (1,256,370) - -
---------- ---------- ---------- ---------- ---------- -----------
BALANCE, DECEMBER 31, 1999 1,508,526 $7,542,630 $4,739,381 $4,638,742 $ (865,281) $16,055,472
========== ========== ========== ========== ========== ===========

1999 1998 1997
----------- ---------- ----------
Disclosure of reclassification amount:
Unrealized holding gains (losses)
arising during period $(1,017,495) $ 37,296 $ 203,240
Less reclassification adjustment for
gains (losses) included in net income 7,834 742 (814)
----------- ---------- -----------
Net unrealized gains (losses)
on securities $(1,025,329) $ 36,554 $ 204,054
=========== ========== ==========

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

22
<PAGE> 76
First West Virginia Bancorp Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS

1999 1998 1997
----------- ----------- -----------
OPERATING ACTIVITIES
Net income $ 2,450,381 $ 2,033,025 $ 1,930,568
Adjustments to reconcile net income
to net cash provided by operating
activities:
Provision for loan losses 348,000 256,000 130,500
Depreciation and amortization 357,987 377,721 370,743
Amortization (accretion) of
investment securities, net (105,679) (83,194) (47,749)
Investment security losses (gains) (12,499) (1,178) 1,291
Gain on sale of building and land (301,862) - -
Decrease (increase) in
interest receivable (113,813) (166,905) (127,675)
Increase (decrease) in interest payable 27,255 39,227 47,581
Other, net 140,163 163,445 (85,201)
----------- ----------- -----------
Net cash provided by
operating activities 2,789,933 2,618,141 2,220,058
----------- ----------- -----------
INVESTING ACTIVITIES
Net (increase) decrease
in federal funds sold 1,607,000 2,840,000 (1,471,000)
Net (increase) decrease in loans,
net of charge-offs (7,277,881) (8,554,313) (15,042,430)
Proceeds from sales of securities
available-for-sale 2,660,611 6,543 1,487,344
Proceeds from maturities of securities
available-for-sale 44,681,367 34,648,171 23,350,000
Proceeds from maturities of securities
held-to-maturity 2,716,000 976,000 2,010,000
Principal collected on mortgage-
backed securities 4,811,188 2,962,199 944,930
Purchases of securities available-
for-sale (59,728,039) (40,194,992) (21,194,040)
Purchases of securities held-
to-maturity (2,017,367) (7,546,999) (1,233,644)
Recoveries on loans previously
charged-off 21,576 21,796 12,418
Purchases of premises and equipment (110,881) (493,316) (202,358)
Proceeds from sales of premises
and equipment 418,152 - -
----------- ----------- -----------
Net cash used in
investing activities (12,218,274) (15,334,911) (11,338,780)
----------- ----------- -----------
FINANCING ACTIVITIES
Net increase in deposits 13,773,113 10,740,006 11,773,745
Dividends paid (830,518) (737,635) (654,905)
Increase (decrease ) in short-
term borrowings 3,279,901 2,919,028 (1,855,695)
----------- ----------- -----------
Net cash provided by
financing activities 16,222,496 12,921,399 9,263,145
----------- ----------- -----------
INCREASE IN CASH AND CASH EQUIVALENTS 6,794,155 204,629 144,423

CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR 5,020,112 4,815,483 4,671,060
----------- ----------- -----------
CASH AND CASH EQUIVALENTS,
END OF YEAR $11,814,267 $ 5,020,112 $ 4,815,483
=========== =========== ===========

SUPPLEMENTAL DISCLOSURES
Cash paid for interest $ 5,574,707 $ 5,284,614 $ 4,696,866
Cash paid for income taxes 1,190,631 1,055,685 1,081,701

The accompanying notes are an integral part of the financial statements

<PAGE> 77
First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999, 1998 AND 1997

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies of First West Virginia Bancorp, Inc.
(the "Corporation") 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 two affiliate
banks (the "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. and Progressive Bank, N.A.-Buckhannon. All significant intercompany
transactions and accounts have been eliminated in consolidation.

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

Investment securities are classified based on management's intention on the
date of purchase. Securities which management has the intent and ability to
hold to maturity are classified as held to maturity and reported at amortized
cost. The Corporation uses the interest method to amortize premiums and
accrete discounts. All other securities are classified as available for sale
and carried at fair value, with net unrealized gains and losses included in
stockholders' equity on an after-tax basis. The Corporation does not
currently conduct short term purchase and sale transactions of investment
securities which would be classified as trading securities.

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

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.

The Corporation accounts for impaired loans in accordance with 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 Nos. 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

<PAGE> 78

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999, 1998 AND 1997

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

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.

Cash Flows
- ----------

Cash and cash equivalents consist of cash on hand and amounts due from banks.

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 net income by the
weighted-average number of shares of common stock outstanding during the year.
The Corporation has no securities which would be considered potential common
stock.

Stock Dividends
- ---------------

On September 9, 1997, the Corporation declared a 50% stock dividend to
stockholders of record on October 1, 1997. On September 8, 1998, the
Corporation declared a 4% stock dividend to stockholders of record on October
1, 1998. On October 12, 1999, the Corporation declared a 20% stock dividend
to stockholders of record on November 1, 1999. All common share data includes
the effect of 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 $4,000 for both 1998 and 1997. There was no amortization
expense in 1999.

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

Certain prior year amounts have been reclassified to conform to the 1999
presentation.

<PAGE> 79

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999, 1998 AND 1997

NOTE 2 - INVESTMENT SECURITIES

The estimated market values of investment securities are as follows at
December 31, 1999 and 1998:

</TABLE>
<TABLE>
<CAPTION>

December 31, 1999
---------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Securities held to maturity: (Expressed in Thousands)
---------------------------
Obligations of states and political subdivisions $ 10,646 $ 12 $ (221) $ 10,437
---------- ---------- ---------- ----------
Total held to maturity 10,646 12 (221) 10,437
---------- ---------- ---------- ----------

Securities available for sale:
------------------------------
U.S. Treasury securities and obligations of
U.S. Government corporations and agencies 42,072 - (1,372) 40,700
Obligations of states and political subdivisions 504 3 - 507
Corporate debt securities 102 - - 102
Mortgage-backed securities 7,153 1 (105) 7,049
Equity securities 999 125 (33) 1,091
---------- ---------- ---------- ----------

Total available for sale 50,830 129 (1,510) 49,449
---------- ---------- ---------- ----------

Total $ 61,476 $ 141 $ (1,731) $ 59,886
========== ========== ========== ==========
</TABLE>

December 31, 1998
---------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Securities held to maturity: (Expressed in Thousands)
----------------------------
Obligations of states and political subdivisions $ 11,350 $ 108 $ (34) $ 11,424
---------- ---------- ---------- ----------
Total held to maturity 11,350 108 (34) 11,424
---------- ---------- ---------- ----------

Securities available for sale:
------------------------------
U.S. Treasury securities and obligations of
U.S. Government corporations and agencies 34,942 219 (54) 35,107
Obligations of states and political subdivisions 504 12 - 516
Corporate debt securities 453 4 (2) 455
Mortgage-backed securities 6,461 51 (9) 6,503
Equity securities 772 49 (17) 804
---------- ---------- ---------- ----------

Total available for sale 43,132 335 (82) 43,385
---------- ---------- ---------- ----------

Total $ 54,482 $ 443 $ (116) $ 54,809
========== ========== ========== ==========
</TABLE>

26
<PAGE> 80

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999, 1998 AND 1997

NOTE 2 - INVESTMENT SECURITIES (CONTINUED)

The amortized cost and estimated market value of investment securities at
December 31, 1999, 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.

<TABLE>
<CAPTION>
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 $ 1,020 $ 1,021 $ 4,518 $ 4,504

Due after one year through five years 3,626 3,609 19,353 18,852

Due after five years through ten years 5,467 5,302 18,807 17,953

Due after ten years 533 505 -- --
--------- --------- --------- ---------
10,646 10,437 42,678 41,309

Mortgage-backed securities -- -- 7,153 7,049

Equity securities -- -- 999 1,091
--------- --------- --------- ---------

Total $ 10,646 $ 10,437 $ 50,830 $ 49,449
========= ========= ========= =========
</TABLE>

Proceeds from sales of securities available for sale during the years ended
December 31, 1999, 1998, and 1997, were $2,660,611, $6,543, and $1,487,344,
respectively. Gross gains of $26,247 and gross losses of $13,748 in 1999;
gross gains of $2,786 and gross losses of $1,608 in 1998; and gross gains of
$2,772 and gross losses of $4,063 in 1997, were realized on those sales.
Assets carried at $28,994,000 and $24,687,000 at December 31, 1999 and 1998,
respectively, were pledged to secure United States Government and other
public funds and for other purposes as required or permitted by law.

NOTE 3 - LOANS AND LEASES

Loans outstanding at December 31, 1999 and 1998, are as follows:

(Expressed in Thousands)
1999 1998
---------- ----------
<S> <C> <C>
Real estate-construction $ 73 $ 41
Real estate-farmland 79 133
Real estate-residential 39,898 35,253
Real estate-secured by non-farm, non-residential 29,218 25,866
Commercial and industrial loans 13,542 13,261
Installment and other loans to individuals 24,513 24,722
Non-rated industrial development obligations 2,867 3,563
Other loans 396 819
---------- ----------
Total 110,586 103,658
Less unearned interest and deferred fees 97 103
---------- ----------
Net loans $ 110,489 $ 103,555
========== ==========
</TABLE>
27

<PAGE> 81
First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999, 1998 AND 1997

NOTE 3 - LOANS AND LEASES (CONTINUED)

The Corporation had no loans at December 31, 1999 and 1998, that were
specifically classified as impaired. Non-accrual loans amounted to $573,000
and $396,000 at December 31, 1999 and 1998, respectively. The amount of
interest income that would have been recognized had the loans performed in
accordance with their original terms was $43,000 and $33,000 for 1999 and
1998, respectively.

NOTE 4 - ALLOWANCE FOR LOAN LOSSES

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

<TABLE>
<CAPTION>
December 31,
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Balance, beginning of year $ 1,122,912 $ 1,217,763 $ 1,160,302
Additions charged to operating expense 348,000 256,000 130,500
Recoveries 21,576 21,796 12,418
----------- ----------- -----------
Total 1,492,488 1,495,559 1,303,220
Less loans charged-off 344,768 372,647 85,457
----------- ----------- -----------

Balance, end of year $ 1,147,720 $ 1,122,912 $ 1,217,763
=========== =========== ===========
</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
1999 1998 Years
----------- ----------- -----------
<S> <C> <C> <C>
Land $ 1,071,451 $ 1,116,585
Land improvements 242,089 231,554 20
Leasehold improvements 396,898 396,898 25
Buildings 2,748,067 2,938,842 20 - 50
Furniture, fixtures & equipment 2,270,297 2,199,750 3 - 20
----------- -----------
Total 6,728,802 6,883,629
Less accumulated depreciation 3,887,465 3,678,899
----------- -----------

Premises and equipment, net $ 2,841,337 $ 3,204,730
=========== ===========
</TABLE>

Charges to operations for depreciation approximated $357,987, $373,673, and
$366,695 for 1999, 1998, and 1997, respectively.
28

<PAGE> 82
First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999, 1998 AND 1997
NOTE 6 - DEPOSITS

The composition of the banks' deposits at December 31 follows:
<TABLE>
<CAPTION>

(Expressed in Thousands)
1999
--------------------------------------------------------------
Demand
----------------------------
Noninterest Interest
Bearing Bearing Savings Time
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Individuals, partnerships and corporations $ 13,184 $ 21,098 $ 50,718 $ 67,695
United States Government 36 - - -
States and political subdivisions 246 2,863 2,155 2,239
Commercial banks - - - -
Other depository institutions 233 - - 10
Certified and official checks 1,081 - - -
----------- ----------- ----------- -----------
Total $ 14,780 $ 23,961 $ 52,873 $ 69,944
=========== =========== =========== ===========
(Expressed in Thousands)
1998
------------------------------------------------------------
Demand
---------------------------
Noninterest Interest
Bearing Bearing Savings Time
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>

Individuals, partnerships and corporations $ 13,876 $ 22,213 $ 43,717 $ 60,150
United States Government 65 - - -
States and political subdivisions 249 2,917 1,559 1,872
Commercial banks - - - -
Other depository institutions 119 - - 216
Certified and official checks 832 - - -
----------- ----------- ----------- -----------
Total $ 15,141 $ 25,130 $ 45,276 $ 62,238
=========== =========== =========== ===========
</TABLE>
Time deposits include certificates of deposit issued in denominations of
$100,000 or more which amounted to $15,603,000 and $10,258,000 at
December 31, 1999 and 1998, respectively.

A maturity distribution of time certificates of deposit of $100,000 or more
at December 31, 1999, follows:

<TABLE>
<S> <C>
Due in three months or less $ 6,862,000
Due after three months through six months 2,129,000
Due after six months through twelve months 2,916,000
Due after one year through five years 3,696,000
------------
Total $ 15,603,000
============
</TABLE>
NOTE 7 - INCOME TAX

The provisions for income taxes at December 31 consist of:

<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Currently payable:
Federal $ 1,002,894 $ 849,935 $ 928,070
State 198,482 178,101 154,279
Deferred:
Federal (51,252) (65,899) (103,896)
State (10,608) (10,334) (15,597)
----------- ----------- -----------
Income tax expense $ 1,139,516 $ 951,803 $ 962,856
=========== =========== ===========
</TABLE>

29
<PAGE> 83

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999, 1998 AND 1997
NOTE 7 - INCOME TAX (CONTINUED)

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

1999 1998
----------- -----------
<S> <C> <C>

Allowance for loan losses $ 289,143 $ 280,709
Deferred loan fees 33,017 34,896
Accrued interest on non-performing loans 18,551 39,432
Deferred compensation 127,766 98,815
Deferred directors fees 24,815 21,802
Depreciation 7,654 (27,832)
Deferred state income tax (25,897) (22,291)
Other, net (2,920) (4,654)
----------- -----------

Total deferred tax asset - federal 472,129 420,877
Total deferred tax asset - state 76,169 65,561
----------- -----------
548,298 486,438

Deferred tax assets (liabilities) arising from market
adjustments of securities available for sale
Federal 445,750 (82,449)
State 69,437 (11,427)
----------- -----------

Total deferred tax assets $ 1,063,485 $ 392,562
=========== ===========
</TABLE>

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:
<TABLE>
<CAPTION>
1999 1998 1997
------------------ ------------------ ------------------
Amount Percent Amount Percent Amount Percent
---------- ---- ---------- ---- ---------- ----
<S> <C> <C> <C> <C> <C> <C>
Computed tax at statutory
Federal rate $1,220,565 34.0 % $1,014,842 34.0 % $ 983,764 34.0 %
Plus state income taxes net
Of federal tax benefits 123,996 3.5 110,726 3.7 91,530 3.2
---------- ---- ---------- ---- ---------- ----
1,344,561 37.5 1,125,568 37.7 1,075,294 37.2

Increase (decrease) in taxes
resulting from:
Tax exempt income (237,451) (6.6) (199,870) (6.6) (137,389) (4.7)
Nondeductible interest expense 30,095 0.8 25,260 0.8 16,602 0.6
Nondeductible goodwill - 0.0 1,376 0.0 1,376 0.0
Others - net 2,311 0.0 (531) 0.0 6,973 0.2
---------- ---- ---------- ---- ---------- ----

Actual tax expense $1,139,516 31.7 % $ 951,803 31.9 % $ 962,856 33.3 %
========== ==== ========== ==== ========== ====
</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 $123,700, $143,100, and
$127,600 for the years ended December 31, 1999, 1998, and 1997, respectively.

In 1998, the Corporation amended the profit-sharing plan to add a 401(k)
feature. The Corporation matches a portion of the employee's contribution up
to 4% of their salary. The expense related to the 401(k) plan was $20,693 in
1999 and $15,119 in 1998.

<PAGE> 84

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999, 1998 AND 1997

NOTE 9 - FEDERAL FUNDS PURCHASED AND REPURCHASE AGREEMENTS

Federal funds purchased and repurchase agreements represent borrowings of a
short duration, usually less than 30 days. For repurchase agreements, the
securities underlying the agreements remained under the Banks' control.
Information related to repurchase agreements is summarized below:
<TABLE>
<CAPTION>

1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Balance at end of year $ 9,923,925 $ 6,994,024 $ 4,074,996
Average balance during the year 8,984,571 6,598,665 5,117,789
Maximum month-end balance 11,122,282 9,218,303 5,922,489
Weighted-average rate during the year 3.24% 3.44% 3.69%
Rate at December 31 1.77% 2.31% 3.22%
</TABLE>
The subsidiary banks had no significant activity in federal funds purchased
during 1998 and 1997. Information related to federal funds purchased for
1999 is summarized below:

Balance at end of year $ 350,000
Average balance during the year 27,674
Maximum month-end balance 650,000
Weighted-average rate during the year 4.55%
Rate at December 31 5.00%

NOTE 10 - COMMITMENTS AND CONTINGENCIES

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:

1999 1998
------------ ------------
<S> <C> <C>
Commitments to extend credit $ 11,046,000 $ 7,978,000
Standby letters of credit 25,000 92,000

</TABLE>

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
counterparty. 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. The standby letters of credit expire in 2000. The credit risk
involved in issuing letters of credit is essentially the same as that
involved in extending loan facilities to customers.

As members of the Federal Home Loan Bank of Pittsburgh (FHLB), the subsidiary
Banks have the ability to borrow funds from the FHLB at prevailing interest
rates. At December 31, 1999, the subsidiary Banks had unused lines of credit
available with the FHLB in the aggregate amount of $4,831,000. Outstanding
borrowings at December 31, 1999, amounted to $350,000.

31
<PAGE> 85
First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999, 1998 AND 1997

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 $4,262,517 at December 31, 1999, and
$4,320,419 at December 31, 1998.

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

<TABLE>
<CAPTION>
December 31,
1999 1998
------------ ------------
<S> <C> <C>
Balance, January 1 $ 4,320,419 $ 3,257,242
New loans during the period 1,055,186 2,766,412
Repayments during the period (1,113,088) (1,703,235)
------------ ------------
Ending balance $ 4,262,517 $ 4,320,419
============ ============
</TABLE>

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, Eastern Ohio, and Southwestern Pennsylvania. 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, 1999, 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, 1999, the future minimum rental payments required under
noncancelable operating leases with initial terms in excess of one year, are
as follows:

<TABLE>
<CAPTION>
<S> <C>
December 31, 2000 $ 100,692
December 31, 2001 80,692
December 31, 2002 76,692
December 31, 2003 76,692
December 31, 2004 76,692
Thereafter 316,510

</TABLE>

Rental expense under operating leases approximated $91,000 in 1999; $103,000
in 1998; and $107,000 in 1997.

<PAGE> 86
First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999, 1998 AND 1997

NOTE 14 - OTHER OPERATING EXPENSES

Other operating expenses at December 31 included the following:
<TABLE>
<CAPTION>
1999 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
Directors fees $ 137,150 $ 121,800 $ 132,200
Stationery and supplies 138,959 161,921 135,751
Regulatory assessment and deposit insurance 79,985 75,381 80,152
Advertising 123,680 107,511 101,816
Postage and transportation 128,374 131,445 118,915
Other taxes 140,949 135,831 116,892
Service Expense 230,116 161,715 131,284
Other 558,195 567,203 490,558
---------- ---------- ----------

Total $1,537,408 $1,462,807 $1,307,568
========== ========== ==========

</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, 1999 and 1998, were $892,000 and
$835,000, 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 2000, without approval
of the Comptroller of the Currency, of approximately $2.7 million, plus an
additional amount equal to the Bank's net profit for 2000 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 - 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, 1999,
that the Banks meet all capital adequacy requirements to which they are subject.

As of December 31, 1999, 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.

32
<PAGE> 87

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999, 1998 AND 1997

NOTE 17 - REGULATORY MATTERS (CONTINUED)
<TABLE>
<CAPTION>

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, 1999:
Total Capital $ 17,092 14.8% $ 9,226 8.0% $ 11,532 10.0%
(to Risk Weighted Assets)
Tier I Capital $ 15,944 13.8% $ 4,613 4.0% $ 6,919 6.0%
(to Risk Weighted Assets)
Tier I Capital $ 15,944 8.4% $ 5,692 3.0% $ 9,487 5.0%
(to Average Assets)

</TABLE>
<TABLE>
<CAPTION>
To Be Well
Capitalized Under
For Capital Prompt Corrective
Actual Adequacy Purposes Action Provisions
----------------- --------------- -----------------
(Amounts Expressed in Thousands) Amount Ratio Amount Ratio Amount Ratio
--------- ----- -------- ---- --------- -----

As of December 31, 1998:
Total Capital $ 16,031 15.0% $ 8,557 8.0% $ 10,696 10.0%
(to Risk Weighted Assets)
Tier I Capital $ 14,908 13.9% $ 4,279 4.0% $ 6,418 6.0%
(to Risk Weighted Assets)
Tier I Capital $ 14,908 8.7% $ 5,121 3.0% $ 8,534 5.0%
(to Average Assets)
</TABLE>

NOTE 18 - 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.

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.

34
<PAGE> 88

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999, 1998 AND 1997

NOTE 18 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

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)
1999 1998
---------------------- ----------------------

Carrying Fair Carrying Fair
Amount Value Amount Value
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Financial assets:
Cash and short-term investments $ 14,299 $ 14,299 $ 9,112 $ 9,112
Investment securities 60,095 59,884 54,735 54,810
Loans 109,341 108,592 102,432 105,871

Financial liabilities:
Deposits 161,558 160,746 147,785 149,260
Short-term borrowings 10,274 10,274 6,994 6,994

</TABLE>

NOTE 19 - COMPREHENSIVE INCOME

In June, 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income."
This statement establishes standards for reporting and display of
comprehensive income in a full set of financial statements. The Corporation
adopted this statement on January 1, 1998, and has reclassified information
in the 1997 financial statements to reflect application of the provisions of
this statement. Unrealized gains and losses on securities available for sale
are the only components of other comprehensive income that apply to the
Corporation.

1999 1998 1997
------------ ---------- -----------

Before-tax amount $ (1,635,810) $ 57,995 $ 323,741

Tax effect 610,481 (21,441) (119,687)
------------ ---------- -----------

Net-of-tax amount $ (1,025,329) $ 36,554 $ 204,054
============ ========== ===========

35
<PAGE> 89

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999, 1998 AND 1997

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
<TABLE>
<CAPTION>

December 31,
1999 1998
----------- -----------
<S> <C> <C>
ASSETS
Cash $ 496,694 $ 299,717
Investment in common stock - available
for sale (at market value) 402,212 226,281
Investment in subsidiary banks 15,447,520 15,026,356
Land and buildings, net - 120,090
Other assets 121,591 109,292
----------- -----------

Total assets $16,468,017 $15,781,736
========== ==========

LIABILITIES
Accrued expenses $ 36,764 $ 30,165
Deferred compensation 375,781 290,633
----------- -----------

Total liabilities 412,545 320,798
STOCKHOLDERS' EQUITY 16,055,472 15,460,938
----------- -----------
Total liabilities and stockholders' equity $16,468,017 $15,781,736
=========== ===========
</TABLE>
STATEMENTS OF INCOME
<TABLE>
<CAPTION>

Year Ended December 31,
1999 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
INCOME
Dividends from subsidiary banks $ 817,700 $ 769,600 $ 733,600
Rental income 13,000 40,000 52,000
Gain on sale of land and building 301,862 - -
Gain on sale of investments 10,864 1,178 -
Other income 134,930 128,220 100,507
---------- ---------- ----------

Total income 1,278,356 938,998 886,107
---------- ---------- ----------

EXPENSES
Salary and employee benefits 86,109 100,346 111,668
Interest expense 2,580 2,400 2,190
Occupancy expense 3,800 11,399 11,399
Other expenses 132,940 129,469 138,614
---------- ---------- ----------
Total expenses 225,429 243,614 263,871
---------- ---------- ----------

Income before income taxes and
equity in undistributed income
of subsidiaries 1,052,927 695,384 622,236

INCOME TAX (PROVISION) BENEFIT (85,493) 30,399 45,757

EQUITY IN UNDISTRIBUTED INCOME
OF SUBSIDIARIES 1,482,947 1,307,242 1,262,575
---------- ---------- ----------

Net income $2,450,381 $2,033,025 $1,930,568
========== ========== ==========

</TABLE>
36

<PAGE> 90

First West Virginia Bancorp, Inc. and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1999, 1998 AND 1997

NOTE 20 - CONDENSED PARENT COMPANY FINANCIAL STATEMENTS (CONTINUED)

STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

Year Ended December 31,
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>

OPERATING ACTIVITIES
Net income $ 2,450,381 $ 2,033,025 $ 1,930,568
Adjustments to reconcile net
income to net cash provided by
operating activities:
Depreciation and amortization 3,800 15,447 15,447
Change in deferred tax benefit (32,565) (37,952) (42,842)
Undistributed earnings of affiliates (1,482,947) (1,307,242) (1,262,575)
Changes in operating assets
and liabilities:
Other assets (1,625) 2,000 4,266
Deferred compensation 85,149 100,346 109,607
Other liabilities 6,598 4,795 (7,447)
Gain on sale of securities (10,864) (1,178) -
Gain on sale of land and buildings (301,862) - -
----------- ----------- -----------

Net cash provided by
operating activities 716,05 809,241 747,024
----------- ----------- -----------

INVESTING ACTIVITIES
Proceeds from sale of securities 102,000 6,543 -
Proceeds from sale of land and building 418,152 56,791 -
Purchase of investment securities (208,722) (116,364) (78,619)
----------- ----------- -----------

Net cash provided by (used in)
investing activities 311,430 (53,030) (78,619)
----------- ----------- -----------

FINANCING ACTIVITIES
Dividends paid (830,518) (737,635) (654,905)
----------- ----------- -----------

Net cash used in
financing activities (830,518) (737,635) (654,905)
----------- ----------- -----------

INCREASE IN CASH
AND CASH EQUIVALENTS 196,977 18,576 13,500

CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR 299,717 281,141 267,641
----------- ----------- -----------

CASH AND CASH EQUIVALENTS
AT END OF YEAR $ 496,694 $ 299,717 $ 281,141
=========== =========== ===========

Supplemental disclosures:

Cash paid for interest $ 2,580 $ 2,400 $ 2,190
Cash paid for income taxes 115,300 10,500 4,200
</TABLE>

<PAGE> 91
-----------------------------------------------------

First West Virginia Bancorp, Inc.

DIRECTORS

George F. Beneke. . . . .Chairman Emeritus, First West Virginia Bancorp, Inc.
Retired Attorney at Law

President, The Beneke Corporation

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

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

Laura G. Inman. . . . . . . . .. .Chairman, First West Virginia Bancorp, Inc.

Senior Vice President, Progressive Bank, N.A.

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

R. Clark Morton. . . . . . . . .Chairman of the Board, Progressive Bank, N.A.

Attorney at Law

Karl W. Neumann. . . . . . . . . . . . . . . . . .Retired Insurance Executive

Thomas A. Noice. . . . . . . . . . . . . . . . . . . . Retired Bank Executive

William G. Petroplus. . . . . . . . . . . . . . . . . . . . . Attorney at Law

Ronald L. Solomon. . . .Vice Chairman, 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 Emeritus

Laura G. Inman. . . .. . . . . . . . . . . . . . . . . .Chairman of the Board

Ronald L. Solomon. . . .Vice Chairman, President and Chief Executive Officer

Charles K. Graham. . . . . . . . . . . . . . . . . Executive Vice President

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

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

<PAGE> 92

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

SUBSIDIARY
Progressive Bank N.A.
Wheeling, WV 26003

DIRECTORS OFFICERS

George F. Beneke James C. Inman, Jr. R. Clark Morton, Chairman of the
Dr. Clyde D. Campbell Laura G. Inman Board
Robert R. Cicogna H. Dennis Long Ronald L. Solomon, Vice Chairman
Gary P. DeVendra R. Clark Morton & Chief Executive Officer
Sylvan J. Dlesk Karl W. Neumann Charles K. Graham, President
Charles K. Graham William G. Petroplus Beverly A. Barker, Executive
C. Gary Hill Thomas L. Sable Vice President/Cashier
Ben R. Honecker Ronald L. Solomon Laura G. Inman, Senior Vice
President
David E. Yaeger, Senior Vice
President
Francie P. Reppy, Controller
Gary S. Martin, Vice President/
Marketing Coordinator
Brad D. Winwood, Vice President
Stephanie A. LaFlam, Executive
Secretary
DIRECTORS EMERITI Deborah A. Kloeppner, Assistant
Vice President/Office Manager
Bellaire
Susan E. Reinbeau, Assistant
Vice President/Office Manager
Woodsdale
Harry N. Duvall William T. Nickerson Michele L. Stanley, Assistant
T. Stewart Hopkins Edward P. Otte Vice President/Human Resource
Manager/Assistant Office
Manager Warwood
David E. Wharton, Assistant Vice
President/Office Manager Warwood
Harold O. Thomas, Senior
Business Development Officer
Bryan S. Ramsey, Business
Development/Loan Officer
Mitzi K. Mattern, Credit Card
Manager/Office Manager Wellsburg
Lisa M. Wagner, Office Manager
Moundsville
Robin L. Snyder, Operations
Supervisor Wellsburg
Laura K. Snedeker, Manager
Bookkeeping/Proof Operations
Debra M. Tomlin, Loan Officer

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

DIRECTORS OFFICERS

William L. Fury Ronald L. Solomon Dale F. Riggs, Chairman
Charles K. Graham Douglas K. Stalnaker Ronald L. Solomon, Vice
J. Burton Hunter, III Douglas M. Stewart Chairman Chief Executive
David R. Rexroad Connie R. Tenney Officer/Cashier/Secretary
Rickie E. Rice J. David Thomas Dempsey Richardson, II,
Dale F. Riggs Executive Vice President
J. Burton Hunter, III,
Assistant Secretary
Debra A. Hamner, Office
Manager Weston

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

<PAGE> 93

Progressive Bank N.A. - Wheeling

(Photograph) (Photograph)
[CAPTION] [CAPTION]
Wellsburg Office Bellaire Office
Wellsburg, WV Bellaire, OH

(Photograph)
[CAPTION]
Woodsdale Office
Wheeling, WV

(Photograph) (Photograph)
[CAPTION] [CAPTION]
Warwood Office Moundsville Kroger Store Office
Wheeling, WV Moundsville, WV

Progressive Bank, N.A. - Buckhannon

(Photograph) (Photograph)
[CAPTION] [CAPTION]
Buckhannon Office Weston Office
Buckhannon, WV Weston, WV

<PAGE> 94

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:

Investor Relations Department
Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016-9982
(800)368-5948

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
11, 2000, 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, 1999, may
obtain a copy of the Corporation's 1999 Form 10-K Report (to be filed with the
Securities and Exchange Commission before March 31, 2000) by writing to the
Secretary, First West Virginia Bancorp, Inc., 875 National Road, Wheeling, WV
26003

<PAGE> 95

EXHIBIT 13.2

Management Report on Financial Statements

<PAGE> 96
- -----------------------------------------------------------------------------

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.

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 meets periodically with the internal auditor, the independent
auditors, and management to ensure the financial accounting and audit process
is properly conducted.

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

<PAGE> 97

EXHIBIT 22.1

Subsidiaries of the Holding Company

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 and Bellaire, Ohio.

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

<PAGE> 98

EXHIBIT 24

Consent of Independent Auditors

<PAGE> 99

SNODGRASS
Certified Public Accountants

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference of our report dated January 21,
2000 relative to the consolidated balance sheet of First West Virginia
Bancorp, Inc. as of December 31, 1999 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, 1999. Said report is included in
the 1999 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 13, 2000

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

<ARTICLE> 9
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1999
<CASH> 5,336
<INT-BEARING-DEPOSITS> 6,478
<FED-FUNDS-SOLD> 2,485
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 49,449
<INVESTMENTS-CARRYING> 10,646
<INVESTMENTS-MARKET> 10,437
<LOANS> 110,489
<ALLOWANCE> 1,148
<TOTAL-ASSETS> 189,173
<DEPOSITS> 161,558
<SHORT-TERM> 10,274
<LIABILITIES-OTHER> 1,285
<LONG-TERM> 0
0
0
<COMMON> 7,543
<OTHER-SE> 8,513
<TOTAL-LIABILITIES-AND-EQUITY> 189,173
<INTEREST-LOAN> 9,306
<INTEREST-INVEST> 3,462
<INTEREST-OTHER> 439
<INTEREST-TOTAL> 13,207
<INTEREST-DEPOSIT> 5,309
<INTEREST-EXPENSE> 5,602
<INTEREST-INCOME-NET> 7,605
<LOAN-LOSSES> 348
<SECURITIES-GAINS> 12
<EXPENSE-OTHER> 4,740
<INCOME-PRETAX> 3,590
<INCOME-PRE-EXTRAORDINARY> 3,590
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,450
<EPS-BASIC> 1.62
<EPS-DILUTED> 1.62
<YIELD-ACTUAL> 4.61
<LOANS-NON> 573
<LOANS-PAST> 319
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,123
<CHARGE-OFFS> 345
<RECOVERIES> 22
<ALLOWANCE-CLOSE> 1,148
<ALLOWANCE-DOMESTIC> 1,148
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0

</TABLE>

<PAGE> 101
EXHIBIT 22

Proxy Statement for the annual shareholders meeting to be held on April 11,
2000

<PAGE> 102

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

Wheeling, West Virginia
March 15, 2000

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 11, 2000. Shareholders of record at the
close of business on March 6, 2000 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.

Ronald L. Solomon
President

<PAGE> 103
FIRST WEST VIRGINIA BANCORP, INC.
1701 Warwood Avenue, Wheeling, West Virginia 26003

PROXY STATEMENT
For Annual Meeting of Shareholders to be Held April 11,2000

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 11,
2000, 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 15, 2000.

Whether or not you expect to be personally present at the meeting, you
are requested to fill in, sign, date and return the enclosed form of proxy.
Any person giving such proxy has the right to revoke it at any time before it
is voted by giving notice to the Secretary of the Company. All shares
represented by duly executed proxies in the accompanying form will be voted
unless revoked prior to the voting thereof. A proxy may be revoked at any
time before it is voted at the meeting by executing a later dated proxy, or by
voting in person at the meeting, or by filing a written revocation with the
judges of election. The presence, in person or by proxy, of a majority of the
outstanding shares of common stock is required to constitute a quorum.
Assuming the presence of a quorum, the election of directors described below
will be by a majority vote. Any other business to come before the meeting
shall be determined as provided in the Company's Articles of Incorporation.

The close of business on March 6, 2000 has been fixed as the record date
for the determination of shareholders entitled to vote at the Annual Meeting
of Shareholders. As of the record date, there were outstanding and entitled
to be voted at such meeting 1,508,526 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, 1999 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 2003 or until their respective successors have been elected and
have qualified. Certain information

<PAGE> 104

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

THE BOARD OF DIRECTORS RECOMMENDS THAT
SHAREHOLDERS VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR.
<TABLE>
<CAPTION>

Shares of
the Company's
Served as Common Stock
Name, Age, Principal Occupation Director Beneficially
or Position, Other Directorships (13)(14) Since (1) Owned (2)
- -------------------------------------- ---------- -------------

To be elected to Class II, for terms ending in 2003
- --------------------------------------------------

<S> <C> <C>
Sylvan J. Dlesk, 61 1988 123,483(3)
President of Dlesk, Inc., President of Ohio
Valley Carpeting, Inc. and President of Tri-State
Floor Installations, Inc.,; Director of
Progressive Bank, N.A.

Benjamin R. Honecker, 80 1973 29,442(4)
Attorney-at-Law, Partner, Honecker & Bippus;
Director of Progressive Bank, N.A.

James C. Inman, Jr., 58 1993 111,652(5)
Retired Bank Executive; Director of
Progressive Bank, N.A.

Thomas A. Noice, 77 1988 7,483(6)
Trustee-Treasurer, Belmont Community Hospital,
Bellaire, Ohio; Retired Bank Executive
</TABLE>
2
<PAGE> 105
<TABLE>
<CAPTION>
Shares of
the Company's
Served as Common Stock
Name, Age, Principal Occupation Director Beneficially
or Position, Other Directorships (13)(14) Since (1) Owned (2)
- ---------------------------------------- ---------- -------------

Class III Directors, to continue in office until 2001
- -----------------------------------------------------

<S> <C> <C>
R. Clark Morton, 71 1965 42,967(7)
Attorney-at-Law, Partner, Herndon, Morton,
Herndon & Yaeger; Chairman of the Board
and Director of Progressive Bank, N.A.

William G. Petroplus, 52 1998 6,298(8)
Attorney-at-Law, Partner, Petroplus &
Gaudino; Director of Progressive Bank, N.A.

Ronald L. Solomon, 60 1978 20,000(9)
Vice Chairman, President and Chief Executive
Officer of the Company; Vice Chairman of the
Board and Chief Executive Officer
and Director of Progressive Bank, N.A.;
Vice Chairman of the Board and Director
of Progressive Bank, N.A.-Buckhannon

</TABLE>
<TABLE>
<CAPTION>
Class I Directors, to continue in office until 2002
- ---------------------------------------------------

<S> <C> <C>
George F. Beneke, 86 1958 89,967(10)
President of the Beneke Corporation;
Retired Attorney-at-Law; Emeritus Chairman
of the Board and Director of the Company;
Director of Progressive Bank, N.A.

Laura G. Inman, 58 1993 111,652(11)
Chairman of the Board and Director
of the Company; Senior Vice President
and Director of Progressive Bank, N.A.

Karl W. Neumann, 79 1964 45,882(12)
Retired Insurance Executive; Director
of Progressive Bank, N.A.

</TABLE>

3
<PAGE> 106

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

(2) Beneficial ownership of First West Virginia common stock is
stated as of February 9, 2000. 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 1,782 shares owned by Rosalie J. Dlesk, his wife, and
119,029 shares owned jointly by Sylvan J. Dlesk and Rosalie J
. Dlesk.

(4) Excludes 4,927 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 94,824 shares owned by Laura G. Inman, his wife.

(6) Includes 895 shares owned jointly by Judith A. Noice, wife of
Thomas A. Noice, and Julia Vejvoda and 6,576 shares owned
jointly by Thomas A. Noice and Judith A. Noice.

(7) Includes 21,937 shares owned by Patricia H. Morton, his wife,
and 10,832 shares owned jointly by R. Clark Morton and Patricia
H. Morton.

(8) Includes 793 shares owned jointly by William G. Petroplus and
Sheree A. Petroplus; 396 shares owned by Sheree A. Petroplus,
his wife; 396 shares owned by Kristen G. Petroplus, his
daughter, for which William G. Petroplus acts as custodian; and
396 shares owned jointly by Alyssa R. Petroplus, his daughter,
for which William G. Petroplus acts as custodian.

(9) Includes 20,000 shares owned jointly by Mr. Solomon and Patricia
H. Solomon, his wife.

(10) Includes 35,258 shares held by WesBanco Bank Wheeling, as
trustee under the will of Sarah E. Beneke, deceased, and
includes 13,373 shares owned by the Beneke Corporation, of
which Mr. Beneke is a principal and 4,039 shares owned by Nada
Beneke, his daughter.

(11) Includes 16,828 shares owned by James C. Inman, Jr., her
husband.

(12) Includes 19,947 shares owned by Elizabeth H. Neumann, his wife.

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

(14) Each of the nominees and continuing directors has had the same
position or other executive positions with the same employer
during the past five years.

Certain Business Relationships

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

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

<PAGE> 107

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 four special meetings of the Board of
Directors of the Company during 1999. All directors attended at least 75
percent of such meetings. Each director is compensated at the rate of
$550.00 per regular meeting and, for 1999, was compensated at the rate of
$175.00 for each special meeting. Committee members are paid $175.00 for
attendance at each committee meeting. The standing committees of the Board
are: Audit Committee, Personnel and Salary Committee, and Budget and
Marketing Committee and Investment Committee. The Company does not have a
nominating committee.

The functions of the Audit Committee are to review the Company's annual
audit report with management, independent auditors and internal auditor and to
review the effectiveness of the Company's internal controls and related
matters. The committee met four times during 1999. The members of the
committee consist of non-salaried directors and presently include William G.
Petroplus, chairman, S.J. Dlesk, Ben R. Honecker, James C. Inman Jr., and R.
Clark Morton.

The functions of the Personnel and Salary Committee are to review and
recommend the salaries and annual bonuses of all executive officers; recommend
the annual contribution to the employees' profit sharing plan; and monitor the
senior management and succession plans. The Board of Directors reviews the
committee recommendations for final action thereon. Company performance is
considered in establishing the annual budget for salary increases and is the
initial part of the review process. Company performance factors, including
net income and return on equity, and individual performance are considered in
setting annual bonuses. The committee met seven times during 1999. The
members of the committee consist of non-salaried directors and presently
include S.J. Dlesk, chairman, James C. Inman, Jr., R. Clark Morton, Karl W.
Neumann, and William G. Petroplus.

The functions of the Budget and Marketing Committee are to approve and
review the annual subsidiary banks' budgets and to review the marketing
efforts and strategies of the subsidiary banks. The committee met seven times
during 1999. The members of the committee consist of directors and presently
include Ben R. Honecker, chairman, George F. Beneke, S. J. Dlesk, Laura G.
Inman, and Thomas A. Noice. With the exception of Laura G. Inman, all members
of this committee are non-salaried.

The functions of the Investment Committee are to approve and review the
investment policies, activities and strategies of the subsidiary banks. The
committee met one time during 1999. The members of the committee consist of
directors and presently include R. Clark Morton, chairman, George F. Beneke,
Laura G. Inman, Karl W. Neumann, and Thomas A. Noice. With the exception of
Laura G. Inman, all members of this committee are non-salaried.

<PAGE> 108

II. Executive Compensation

The following table shows all compensation awarded to, earned by or paid
to the Company's President and Chief Executive Officer, Ronald L. Solomon and
Executive Vice President, Charles K. Graham for all services rendered by them
in all capacities to First West Virginia Bancorp, Inc. and its subsidiaries
for 1999. No other executive officer of First West Virginia Bancorp, Inc.
had total annual salary and bonus exceeding $100,000 for the year.

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
---------------------------

Annual Compensation

Other All
Annual Other
Year Salary Bonus(4) Compensation Compensation
Name and Position

<S> <C> <C> <C> <C> <C>
Ronald L. Solomon, age 60, Vice 1999 $106,596.00 $51,877.00 $3,510.21(1) $16,153.57(3)
Chairman, President and Chief
Executive Officer of the 1998 $103,596.00 $75,749.00 $4,528.04(1) $16,446.82(3)
Company; Vice Chairman of
Board of Directors & CEO of 1997 $102,996.00 $80,959.00 $6,812.40(1) $14,675.13(3)
Progressive Bank, N.A.;
and Vice Chairman of
Progressive Bank, N.A.-
Buckhannon

Charles K. Graham, age 54 1999 $76,200.00 $41,801.00 $2,436.64(2) $11,347.20(3)
Executive Vice President of the
Company; President of 1998 $73,704.00 $53,870.00 $3,898.04(2) $11,500.01(3)
Progressive Bank, N.A.;Director
of Progressive 1997 $72,492.00 $57,069.00 $4,815.00(2) $10,121.28(3)
Bank, N.A.-Buckhannon
</TABLE>

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

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

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

(4) This amount includes deferred compensation.

6
<PAGE> 109

Shareholder Performance Graph

Set forth below is a line graph prepared by SNL Securities L.C. ("SNL"),
which compares the percentage change in the cumulative total shareholder
return on the Company's common stock against the cumulative total shareholder
return on stocks included on the Standard & Poor's (S&P) 500 Index, the SNL
Index for banks with assets under $250,000,000.00 and the SNL Index for banks
with assets under $500,000,000.00 for the period March 8, 1995 through
December 31, 1999. An initial investment of $100.00 ( Index value equals
$100.00) and ongoing dividend reinvestment is assumed throughout.

<TABLE>
<CAPTION>
Period Ending

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

Index 3/8/95 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- --------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C>
First West Virginia
Bancorp, Inc. 100.00 158.22 188.39 296.42 338.85 261.80

S&P 500 100.00 130.10 159.85 213.19 274.05 331.72

SNL <500M Bank Asset-Size Index 100.00 130.01 167.34 285.26 260.47 241.10

SNL <250M Bank Asset-Size Index 100.00 134.52 169.95 277.33 263.62 231.49

</TABLE>

Board Compensation Committee Report on Executive Compensation

The Personnel and Salary Committee ( the "Committee") has the
responsibility for recommending to the Board of Directors of the Company, and
subject to final approval by the Board of Directors of the Company, the
annual salary, raise and bonus determinations for the Executive Officers of
the Company. The Committee endeavors to determine executive compensation in
a manner designed to provide competitive compensation sufficient to retain
and attract key executives, but based primarily on the overall performance of
the Company.

7
<PAGE> 110

Company performance is considered in establishing the annual budget for
any executive salary increase and is the initial part of the review process of
the Committee. The determination of bonuses, as detailed below, is predicated
on the Company's earnings in the previous year, the increase in corporate net
worth and individual performance. The Committee also periodically evaluates
terms and conditions of employment agreements offered to certain Executive
Officers of the Company (See, Employment Contracts) to ensure that they
continue to support the best interests of the Company's shareholders and are
consistent with the goals and objectives of the Company.

However, the Committee also is acutely aware that the purpose of our
Executive Officers is to generate earnings for the shareholders of the
Company. Therefore, the Committee's philosophy for its Executive Compensation
Incentive Plan does not deviate from this avowed purpose. The plan consists
of two basic steps. The first step is an earnings plateau which establishes
the annual percentage return to the Company (based on corporate net worth)
which was expected to be reached. The amount of return in excess of that
expected percentage forms the basis for the bonus pool. The philosophy
underlying this first earnings plateau is as follows.

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

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

Earnings in excess of that percentage of corporate net worth are
available for distributions for bonuses to Executive Officers excepting any
extraordinary profits received from the sale of assets owned by the Company
and its subsidiaries, with the exception of the subsidiaries' ordinary
investment portfolio. The second basic step of the plan apportions earnings
in excess of the first plateau. The Committee has divided those excess
earnings into five incremental categories. Beginning with the first
$400,000.00 of such excess and for each increment thereafter, the Committee
has determined what percentage will be paid as executive bonuses. In addition
to bonus payments, from each such increment comes a percentage for payment of
income taxes thereon, and a payment for dividends to shareholders and to
provide for growth of corporate net worth. After the first $400,000 increment
has been exhausted, the second category consists of the next $300,000 of such
excess earnings. After that has been exhausted, the third category consists
of the next $200,000 of such excess earnings. After that has been exhausted,
the fourth category consists of the next $100,000.00 of such excess earnings.
Finally, after that has been exhausted, the fifth category consists of all
excess earnings over $1,000,000.00.

The underlying philosophy of the Committee's determinations is to provide
a strong incentive for all executives to strive to increase the annual
earnings of the Company for the benefit of the shareholders of the Company.

The compensation of Ronald L. Solomon, Vice Chairman, President and Chief
Executive Officer of the Company, Charles K. Graham, Executive Vice President
of the Company, and Beverly A. Barker, Senior Vice President and Treasurer of
the Company, as well as the other Executive Officers of the Company, is
comprised of a base salary which is directly related to the responsibilities
of their respective positions and a bonus which is related to the Company's
performance. Mr. Solomon, Mr. Graham, and Mrs. Barker work together as a
corporate team and, as such, bear the principal burden of corporate management
decisions, with

8
<PAGE> 111

Mr. Solomon, as Chief Executive Officer, bearing final responsibility.
Therefore, these three Executive Officers have participated more heavily in
the division of bonus awards. Their performance was reflected in the increase
in corporate net worth for the year ended December 31, 1999, and was greatly
appreciated by the Committee. All compensation recommendations of the
Committee for the year ended December 31, 1999, were approved by the Board of
Directors of the Company.

With respect to the Executive Officers of the Company, the Committee
believes their respective compensation levels to be commensurate with those of
similarly positioned executives in similar corporations.

Members of the Committee as of the year ending December 31, 1999, were
S.J. Dlesk, chairman, James C. Inman, Jr., R. Clark Morton, Karl W. Neumann,
and William G. Petroplus.

Employment Contracts

On December 28, 1999, the Company entered into written employment
agreements with Ronald L. Solomon, Vice Chairman, President and Chief
Executive Officer of the Company, Charles K. Graham, Executive Vice President
of the Company, and Beverly A. Barker, Senior Vice President and Treasurer of
the Company, providing for their respective annual base salaries plus such
discretionary bonuses as may be granted by the Company, plus eligibility to
participate in any health insurance benefit, deferred compensation benefit,
accident and disability benefit or other benefits offered to other employees
of the Company during the respective terms of the agreements. Mr. Solomon's
agreement was for a two year term while the agreements with Mr. Graham and
Mrs. Barker were for three year terms, each beginning as of January 1, 2000.
In the event that any of the agreements are terminated by the Company for any
reason other than a defined cause, the terminated employee would receive a
severance benefit equal to the annual base salary they would have received had
they continued to be employed by the Company throughout the term of the
existing agreement, as well as participation in any health, accident and
disability insurance programs which the Company may maintain for the benefit
of its executive officers. These agreements may be terminated for certain
defined causes by the Company without payment of additional minimum salary or
other benefits.

On February 8, 2000, at a regular meeting of the Board of Directors of
the Company, Ronald L. Solomon announced his retirement as Vice Chairman,
President and Chief Executive Officer of the Company and as Vice Chairman and
Chief Executive Officer of Progressive Bank, N.A. and Vice Chairman of
Progressive Bank, N.A.-Buckhannon, subsidiaries of the Company, effective
March 31, 2000. Mr. Solomon will remain as a member of the Company's Board of
Directors. The Board of Directors acknowledged Mr. Solomon's 21 years of
service to the Company and its subsidiary banks and recognized his good
success and leadership. In conformity with the existing succession plans of
the Company, the Board of Directors also announced that Charles K. Graham,
currently serving as Executive Vice-President of the Company, will assume the
position of President and Chief Executive Officer of the Company effective
April 1, 2000. The Board also announced that Beverly A. Barker, currently
serving as Senior Vice-President and Treasurer of the Company, will assume the
position of Executive Vice-President and Treasurer of the Company effective
April 1, 2000.

Compensation Committee Interlocks and Insider Participation

As indicated, the Personnel and Salary Committee has responsibility for
annual raises and bonuses to the executive officers of the Company. The
members of the committee consist of directors and presently include S.J.
Dlesk, chairman, James C. Inman, Jr., R. Clark Morton, Karl W. Neumann, and
William G. Petroplus. Mr. Inman was formerly an officer of Wellsburg Banking
and Trust Company, Wellsburg, West Virginia, which bank merged into
Progressive Bank, N.A., a subsidiary of the Company. The Personnel and

<PAGE> 112

Salary Committee reviews the Company's overall progress and projections to
year end. All actions by the Personnel and Salary Committee are presented to
the full Board of Directors for final approval.

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

Executive Officers; Additional Compensation

The subsidiary banks have paid bonuses in each of the preceding five
years to their executive officers. Decisions as to the issuance of a bonus
and the amount paid in each year are determined by the Company's Board of
Directors. The aggregate amount of bonuses to the executive officers of the
Company accrued for 1997 and paid in 1998 was $221,200.00; accrued for 1998
and paid in 1999 was $206,400.00 and accrued as of December 31, 1999 was
$153,009.00. The 1999 accrual for bonuses will be paid in 2000.

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

The Company does maintain a noncontributory profit-sharing plan for
employees of its existing subsidiaries who are 21 years of age or older, have
worked for the bank in excess of one year and are not parties to a collective
bargaining agreement. This plan has received a favorable determination letter
from the Internal Revenue Service. The Company makes contributions to the
profit-sharing plan based upon a discretionary contribution ranging from zero
percent to 15 percent of total compensation as fixed by appropriate action of
the banks before the close of the year. This contribution is distributed
according to a three-tiered integrated allocation formula. In the first tier,
the allocation is made by taking each participant's compensation to total
compensation percentage on a pro rata basis not to exceed the employer's
integration percentage. This amount is then distributed to the employee's
separate retirement accounts. In the second tier, any amount of the total
contribution remaining undistributed by the first tier is then allocated and
distributed by taking each participant's compensation in excess of $15,000 and
multiplying that amount by the employer's integration percentage. Any amount
of the total contribution remaining undistributed by the first and second tier
is then allocated and distributed to the employee's retirement accounts on a
pro rata basis based upon the percentage of each employee's compensation
compared to total compensation. Employees are entitled to the balances in
their separate retirement accounts at either normal retirement age, disability
or death, but the amount of such benefits cannot accurately be predicted due
to the discretionary nature of the contributions. Contributions during 1997
amounted to $127,600.00, of which $52,848.74 accrued to the benefit of the 7
persons who are executive officers of the Company. For 1998 the contribution
was $143,100.00, of which $54,585.39 accrued to the benefit of the 7 persons.
Contributions during 1999 amounted to $123,700.00, of which $50,401.84 accrued
to the benefit of the 7 persons.

In 1998 the Company amended its profit sharing plan to add a 401(k)
feature. That feature qualifies as a tax-deferred savings plan under Section
401(k) of the Internal Revenue Code (The "401(k) Plan") for Company employees
who are at least 21 years old and who have completed one year of service with
the bank. Under the 401(k) Plan, eligible employees may contribute up to 15%
of their gross salary to the 401(k) Plan or $10,000.00, whichever is less
($10,500.00 as of January 1, 2000). Each participating employee is fully
vested in contributions made by such employee. The bank has elected to
provide a matching contribution for participants which elect to make employee
401(k) contributions. The matching contribution is 50% of the

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participant's contribution up to 2% of the participant's covered compensation
and 25% of the participant's contribution up to the next 2% of the
participant's covered compensation. The Company's share of the contribution
during 1999 was $20,693.00 of which $7,243.59 was for the benefit of the
executive officers of the Company. For 1998, the Company's share of the
contribution was $15,119.00 of which $4,218.30 was to the benefit of the
executive officers.

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

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

The following table sets forth, as of February 9, 2000, the name and
address of each director and nominee who owns of record to be the beneficial
owner of more than 5 percent of the Company's 1,508,526 issued and outstanding
shares of stock, the number of shares beneficially owned, the percentage of
stock so owned, and the percent of stock beneficially owned by all directors
and executive officers of the Company as a group. The "beneficial ownership"
of a security by an individual is determined in accordance with the rules of
the Securities and Exchange Commission. Unless otherwise noted, sole voting
power and sole investment power with respect to the shares shown in the table
below are held either by each individual listed or by such individual together
with their spouse.

Name & Shares of Stock Percent
Address Beneficially Owned of Total
- ------- ------------------ --------

George F. Beneke 89,967(1) 5.96%
Oglebay View Acres
Wheeling, WV 26003

Sylvan J. Dlesk 123,483(2) 8.19%
Highland Park
Wheeling, WV 26003

James C. Inman, Jr. 111,652(3) 7.40%
R.D. 1
Wellsburg, WV 26070

Laura G. Inman 111,652(4) 7.40%
R.D. 1
Wellsburg, WV 26070

Officers and Directors 492,821 32.67%
as a Group (15 persons)

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Notes (1) Includes 35,258 shares held by WesBanco Bank Wheeling, as
trustee under the will of Sarah E. Beneke, deceased, and
includes 13,373 shares owned by the Beneke Corporation,
of which Mr. Beneke is a principal and 4,039 shares owned by
Nada Beneke, his daughter.

(2) Includes 1,782 shares owned by Rosalie J. Dlesk, his wife,
and 119,029 shares owned jointly by Sylvan J. Dlesk and
Rosalie J. Dlesk.

(3) Includes 94,824 shares owned by Laura G. Inman, his wife.

(4) Includes 16,828 shares owned by James C. Inman, Jr., her husband.

Other than those individuals listed above, as of February 9, 2000, no
person was known by the Company to be the beneficial owner of more than 5
percent of the Company's stock.

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

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers, and beneficial owners of more than 10
percent of the common stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (SEC). Reporting
persons are required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms filed by them. Based on a review of the copies of
Section 16(a) forms received by the Company, and on written representations
from reporting persons concerning the necessity of filing a Form 5 - Annual
Statement of Changes in Beneficial Ownership, the Company believes that,
during 1999, all filing requirements applicable to reporting persons were met.

V. Transactions with Management and Others

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

None of the directors, executive officers, beneficial owners or
immediate family members have an interest or are involved in any transactions
with the Company or its banks in which the amount involved exceeds $60,000.00,
or was not subject to the usual terms and conditions, or was not determined by
competitive bids. Similarly, no director, executive officer or beneficial
owner has an equity interest in excess of 10 percent in a business or
professional entity that has made payments to or received payments from the
Company or its banks in 1997, 1998 or 1999 which exceed 5 percent of either
party's gross revenue for those periods, respectively.

<PAGE> 115

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 2000 Annual
Meeting is required to elect directors and to act on any other matters
properly brought before the meeting. Shares represented by proxies which are
marked "withhold authority" with respect to the election of any one or more
nominees for election as directors and proxies which are marked to deny
discretionary authority on other matters will be counted for the purpose of
determining the number of shares represented by proxy at the meeting. Such
proxies will thus have the same effect as if the shares represented thereby
were voted against such nominee or nominees or against such other matters. If
a broker indicates on a proxy that the broker does not have discretionary
authority as to certain shares to vote on a particular matter, those shares
will not be considered as present and entitled to vote with respect to that
matter.

In the election for directors every shareholder entitled to vote shall
have the right to vote, in person or by proxy, the number of shares owned by
him or her for as many persons as there are directors to be elected and for
whose election he or she has a right to vote, or to cumulate his or her votes
by giving one candidate as many votes as the number of such directors
multiplied by the number of his or her shares shall equal, or by distributing
such votes on the same principal among any number of such candidates. Such
rights may be exercised by a clear indication of the shareholder's intent on
the form of proxy. Under applicable law, there are no dissenter's rights of
appraisal as to the election of directors.

VII. Independent Auditors

S.R. Snodgrass, A.C. were the auditors for the year ended December 31,
1999, and the Audit Committee has selected them as auditors for the year
ending December 31, 2000. Shareholder ratification of this selection is not
required. A representative of S.R. Snodgrass, A.C. will be present at the
meeting with the opportunity to make a statement and/or to respond to
appropriate questions from shareholders.

VIII. Shareholder Proposals

Proposals of shareholders intended to be presented at the 2000 Annual
Meeting scheduled to be held on April 10, 2001 must be received by the Company
by November 17, 2000 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

<PAGE> 116

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.

IX. Legal Proceedings

The Company is unaware of any litigation other than ordinary routine
litigation incident to the business of the Company, to which it or any of its
subsidiaries is a party or of which any of their property is the subject.

X. Other Matters

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

14
<PAGE> 117

PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE First West Virginia Bancorp, Inc.
ANNUAL MEETING OF 1. ELECTION OF DIRECTORS:
SHAREHOLDERS
APRIL 11, 2000 With- For All
For hold Except

Sylvan J. Dlesk
The undersigned does hereby appoint Benjamin R. Honecker
GEORGE F. BENEKE, KARL W. NEUMANN and James C. Inman, Jr.
R. CLARK MORTON or any of them, the true Thomas A. Noice
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 11, 2000, commencing
at 4:00 p.m., at the Warwood Office of the INSTRUCTION: To withhold
Company at 1701 Warwood Avenue, Wheeling, West authority to vote for any
Virginia, and at any and all adjournments of individual nominee, mark "For
said meeting, and to vote all the shares of All Except" and write that
Common Stock of the Company standing on the nominee's name in the space
books of the Company in the name of the provided below.
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 15, 2000.

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

THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS

Please be sure to sign and date Date
this Proxy in the box below. ------------------

-------------------------------------------------------------
Shareholder sign above Co-holder (if any) sign above

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

Detach above card, sign, date and mail in postage paid envelope provided.

First West Virginia Bancorp, Inc.

YOUR VOTE IS IMPORTANT TO US
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY