HORIZON BANCORP INC /WV/, DEF 14A, 1998-03-27

HORIZON BANCORP INC /WV/
DEF 14A, 1998-03-27
STATE COMMERCIAL BANKS

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<PAGE> 1

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant / x /

Filed by a Party other than the Registrant / /

Check the appropriate box:

<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>

HORIZON BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

* No fee required
<PAGE> 2
HORIZON BANCORP, INC.
ONE PARK AVENUE
P. O. BOX D
BECKLEY, WEST VIRGINIA 25802-2803
----------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 29, 1998
----------

To the Shareholders:

You are hereby notified that the Annual Meeting of Shareholders of
Horizon Bancorp, Inc., will be held on Wednesday, April 29, 1998, at 11:00 a.m.,
at The Greenbrier, White Sulphur Springs, West Virginia, for the purpose of
considering and voting upon the following:

1) To elect 23 directors to serve until the next Annual Meeting
of Shareholders or until their respective successors are
elected and qualified;

2) To ratify the selection of Ernst & Young LLP by Horizon's
Board of Directors as independent auditors for the year 1998;
and

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

Only those shareholders of record at the close of business on March 5,
1998, shall be entitled to notice of the meeting and to vote at the meeting.

A proxy statement and proxy are enclosed herewith. Even if you plan to
attend the meeting in person, you are urged to sign, date and return the proxy
promptly in the enclosed addressed envelope which requires no postage. If you
attend the meeting in person, you may withdraw your proxy and vote your shares
in person. Your proxy may also be revoked at any time prior to the meeting in
the manner described in the proxy statement.

The proxy will be voted as specified thereon by the shareholder. Where
no specification is made on the proxy, a properly executed proxy will be voted
"FOR" the election of the 23 directors and "FOR" the ratification of the
selection of Ernst & Young LLP as independent auditors for 1998, and in the
discretion of the individuals named in the proxies, as to any other matter that
may come before the Annual Meeting of Shareholders.

By Order of the Board of Directors,
Frank S. Harkins, Jr.
Chairman of the Board and Chief Executive Officer

Philip L. McLaughlin
President and Chief Operating Officer

PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. IF YOU PLAN TO ATTEND THE
MEETING, PLEASE CHECK THE APPROPRIATE BOX ON THE PROXY CARD INDICATING THE
NUMBER OF PERSONS WHO WILL ATTEND. THE MEETING WILL BEGIN PROMPTLY AT 11:00
A.M., AND A SHAREHOLDERS' LUNCHEON WILL BE HELD FOLLOWING THE MEETING.

Beckley, West Virginia
March 27, 1998

<PAGE> 3

HORIZON BANCORP, INC.
ONE PARK AVENUE
P. O. BOX D
BECKLEY, WEST VIRGINIA 25802-2803
----------

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 29, 1998
----------

This statement is furnished in connection with the solicitation of
proxies for use at the Annual Meeting (the "Annual Meeting") of Shareholders of
Horizon Bancorp, Inc. ("Horizon") to be held Wednesday, April 29, 1998, at 11:00
a.m. at The Greenbrier, White Sulphur Springs, West Virginia, and any
adjournments thereof. The principal executive office of Horizon is One Park
Avenue, Beckley, West Virginia 25801.

SOLICITATION AND REVOCABILITY OF PROXIES

Shareholders of record of Horizon at the close of business on March 5,
1998 (the "Record Date") are entitled to notice of and to vote at the Annual
Meeting. A proxy for use by Horizon's shareholders in connection with the Annual
Meeting is enclosed with this proxy statement which will be mailed to Horizon's
shareholders on or about March 27, 1998. The proxy will be voted as specified
thereon by the shareholder. Where no specification is made on the proxy, a
properly executed proxy will be voted "FOR" the election of management nominees
as directors and "FOR" the ratification of the selection of Ernst & Young LLP as
independent auditors for the year 1998, and in the discretion of individuals
named as proxies, as to any other matter that may come before the Annual
Meeting. As of the date of the mailing of this proxy statement, Horizon is not
aware of any business to be acted upon at the Annual Meeting, other than
consideration of the foregoing proposals.

The enclosed proxy may be revoked at any time before it is voted by
notifying Horizon in person, by submitting written notice to Horizon of the
revocation of the proxy, by submitting to Horizon a subsequently dated proxy or
by attending the meeting and withdrawing the proxy before it is voted at the
Annual Meeting.

Horizon will pay the expense for the solicitation of proxies. In
addition to the solicitation by mail, officers and employees of Horizon and its
subsidiaries may solicit proxies personally or by telephone, although no person
will be engaged specifically for that purpose.

ELIGIBILITY OF STOCK FOR VOTING PURPOSES

As of the Record Date, 9,212,109 shares of common stock, par value
$1.00 per share ("Common Stock"), were outstanding and entitled to vote at the
meeting.

The Bank of Raleigh, a wholly-owned subsidiary of Horizon, holds of
record as trustee, agent, custodian, or executor, but not beneficially, 471,181
shares of Horizon Common Stock representing 5.1% of the shares of Horizon Common
Stock outstanding. The Bank of Raleigh holds all of these shares as agent,
custodian, or sole trustee of certain revocable and irrevocable trusts and as
sole executor of certain estates. These shares will be voted by the Bank of
Raleigh pursuant to the terms of the trust agreement or at the direction of
either the principal or the grantor, in the case of revocable trusts, and at the
direction of the majority of adult beneficiaries, in the case of irrevocable
trusts and in the case of estates in which the Bank of Raleigh serves as sole
executor.

<PAGE> 4

The Twentieth Street Bank, Inc., a wholly-owned subsidiary of Horizon,
holds of record as trustee, agent, custodian or executor, but not beneficially,
266,770 shares of stock representing 2.9% of the shares of Horizon Common Stock
outstanding. These shares will be voted pursuant to the terms of the trust
agreements or at the direction of either the principal or the grantor, in the
case of revocable trusts, and at the direction of the majority of adult
beneficiaries, in the case of irrevocable trusts and in the case of estates in
which The Twentieth Street Bank, Inc. serves as sole executor.

MATTERS TO BE VOTED UPON AT THE MEETING

1. ELECTION OF DIRECTORS

Horizon's Bylaws provide that the Board of Directors shall consist of
not fewer than five and no more than 30 directors, as fixed and determined, from
time to time, by Horizon's Board of Directors. The Board of Directors has fixed
the number of directors to be elected at the Annual Meeting and to constitute
the full Board of Directors of Horizon at 23.

Horizon's Bylaws provide that at each election for directors,
shareholders entitled to vote shall have the right to vote, in person or by
proxy, the number of shares owned by them for as many persons as there are
directors to be elected, or to cumulate their votes by giving one candidate as
many votes as the number of such directors multiplied by the number of their
shares shall equal, or by distributing such votes on the same principle among
any number of candidates. If any shares are voted cumulatively for the election
of directors, the proxies, unless otherwise directed, will have full discretion
and authority to cumulate their votes and to vote for less than all such
nominees.

To be eligible for nomination and election at an Annual Meeting, no
director shall have attained the age of 70 as of the date of the meeting. The
individuals that Horizon's management has nominated for election at the Annual
Meeting satisfy this requirement. A director need not be a resident of the State
of West Virginia.

Horizon's Bylaws provide that nominations, other than those made by or
on behalf of Horizon's existing management, shall be made in writing and shall
be delivered or mailed to the chairman or president of Horizon not less than 14
days nor more than 50 days prior to the Annual Meeting. If less than 21 days'
notice of the meeting is given to shareholders, such nominations shall be mailed
or delivered to the chairman or president of Horizon no later than the close of
business on the seventh day following the day on which the notice of meeting was
mailed. The 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 capital stock of Horizon that will be voted for each
proposed nominee; (d) the name and residence address of the notifying
shareholder; and (e) the number of shares of capital stock of Horizon owned by
the notifying shareholder. Nominations not made in accordance herewith may, in
Horizon's discretion, be disregarded by the chairman of the meeting, and upon
his instruction, the vote tellers may disregard all votes cast for each nominee.

<PAGE> 5

MANAGEMENT NOMINEES TO THE BOARD OF DIRECTORS

Set forth below are the persons whom Horizon's management will nominate
for election at the Annual Meeting to serve as directors of Horizon until the
1999 Annual Meeting of Shareholders, or until their successors are elected and
qualified. The table sets forth background information on each director nominee.
All positions set forth under the column "Principal Occupation or Employment
Last Five Years" are currently held unless otherwise indicated.

<TABLE>
<CAPTION>
SERVED
AS A FAMILY
DIRECTOR RELATIONSHIP
OF WITH
HORIZON OTHER PRINCIPAL OCCUPATION OR
NOMINEES AGE SINCE NOMINEES EMPLOYMENT LAST FIVE YEARS
-------- --- ----- -------- --------------------------
<S> <C> <C> <C> <C>
John M. Alderson, IV 68 1993 None Retired Claims Agent--State Farm Insurance
Company, Lewisburg, WV; Owner--J. M.
Alderson Store, Alderson, WV (Retail);
Director--Allegheny Bankshares
Corporation, Lewisburg, WV (Until 1993);
Director--The First National Bank of
Alderson, Alderson, WV; Director--Greenbrier
Valley National Bank, Lewisburg, WV

Jack G. Bazemore 63 1996 None President--Jabo Supply Corporation,
Huntington, WV; Director--The Twentieth
Street Bank, Inc., Huntington, WV;
Director--Twentieth Bancorp, Inc.,
Huntington, WV (Until 1996)

Joseph M. Blankenship 46 1997 None Director, President and Chief Executive
Officer--National Bank of Summers of Hinton,
Hinton, WV; Assistant Vice President and
Branch Manager--National Bank of Summers of
Hinton, Hinton, WV (Until 1997);
</TABLE>

<PAGE> 6

<TABLE>
<CAPTION>
SERVED
AS A FAMILY
DIRECTOR RELATIONSHIP
OF WITH
HORIZON OTHER PRINCIPAL OCCUPATION OR
NOMINEES AGE SINCE NOMINEES EMPLOYMENT LAST FIVE YEARS
-------- --- ----- -------- --------------------------
<S> <C> <C> <C> <C>
Phillip W. Cain 50 1995 None Executive Vice President, Chief Executive
Officer and Director--First National Bank of
Marlinton, Marlinton, WV

William C. Dolin 60 1996 None President--Dolin Supply Co., Huntington, WV;
President--WD Investments Company, Huntington, WV;
President--Safety Supply, Huntington, WV;
Partner--Landco, a Limited Partnership,
Director--The Twentieth Street Bank, Inc.,
Huntington, WV; Director--Twentieth
Bancorp, Inc., Huntington, WV (Until 1996)

W. H. File, III 49 1993 (1) Partner--File, Payne, Scherer & File,
Beckley, WV (Law Firm); Director--Bank of
Raleigh, Beckley, WV

David W. Hambrick 56 1993 None President and Chief Operating Officer--
Allegheny Bankshares Corporation,
Lewisburg, WV (Until 1993); Executive Vice
President--Greenbrier Valley National Bank,
Lewisburg, WV; Director--First National
Bank in Marlinton, Marlinton, WV;
Executive Vice President--Horizon Bancorp,
Inc., Beckley, WV; Chief Financial
Officer--Horizon Bancorp, Inc., Beckley,
WV (Until 1996)

Frank S. Harkins, Jr. 59 1982 None Chairman of the Board and Chief Executive
Officer--Horizon Bancorp, Inc.;
Director--National Bank of Summers of
Hinton, Hinton, WV; Director--Greenbrier
Valley National Bank, Lewisburg, WV;
Director, President and Chief Executive
Officer--Bank of Raleigh, Beckley, WV;
Director--The Twentieth Street Bank, Inc.,
Huntington, WV
</TABLE>

<PAGE> 7

<TABLE>
<CAPTION>
SERVED
AS A FAMILY
DIRECTOR RELATIONSHIP
OF WITH
HORIZON OTHER PRINCIPAL OCCUPATION OR
NOMINEES AGE SINCE NOMINEES EMPLOYMENT LAST FIVE YEARS
-------- --- ----- -------- --------------------------
<S> <C> <C> <C> <C>
Tracy W. Hylton, II 49 1993 None President--Eller, Inc., Beckley, WV (Surface
Mining); President--Nell Jean Industries, Inc.,
Mabscott, WV (Mine Supply); President--Upper Laurel
Company, Skelton, WV; President--New Land Leasing
Company, Inc., Skelton, WV; President--MIN, Inc.,
Beckley, WV (Surface Mining); President--Gracie,
Inc., Mabscott, WV (Land Leasing); President--Tammie
Lynn Coal Company, Inc., Skelton, WV (Surface
Mining); Vice President--Nell Jean Enterprises,
Beckley, WV (Retail); President--Lightning, Inc.,
Skelton, WV (Land Leasing); President--Patience,
Inc., Skelton, WV (Surface Mining); Member--T & M
LLC, Beckley, WV; Member Manager--Harper Hotel LLC,
Beckley, WV; Director--Bank of Raleigh, Beckley, WV

Robert L. Kosnoski 63 1993 None President--Mountaineer Parts & Repair, Inc.,
Mt. Hope, WV; President--Beckley Flying
Service, Beckley, WV; President--Paint
Creek Coal Co., Mt. Hope, WV (Coal
Mining); President--BLK Inc., Director--Bank
of Raleigh, Beckley, WV

Thomas E. Lilly 59 1993 None Chairman and Chief Executive Officer--Lillys'
Crown Jewelers Corporation, Beckley, WV (Retail
Jewelry); Partner--J.T.J., Limited Liability
Company, Beckley, WV; Director--Bank of Raleigh,
Beckley, WV
</TABLE>

<PAGE> 8

<TABLE>
<CAPTION>
SERVED
AS A FAMILY
DIRECTOR RELATIONSHIP
OF WITH
HORIZON OTHER PRINCIPAL OCCUPATION OR
NOMINEES AGE SINCE NOMINEES EMPLOYMENT LAST FIVE YEARS
-------- --- ----- -------- --------------------------
<S> <C> <C> <C> <C>
Clarence E. Martin 58 1996 None Executive Vice President--Arthur's Enterprises,
Inc., Huntington, WV; Chief Executive Officer and
Chief Financial Officer--State Electric Supply,
Huntington, WV; Executive Vice President--Service
Wire Co., Huntington, WV; Director--The Twentieth
Street Bank, Inc., Huntington, WV; Director--
Twentieth Bancorp, Inc., Huntington, WV (1994-1996)

Carolyn H. McCulloch 69 1984 None Director and Chairman of the Board--Bank
of Raleigh, Beckley, WV;

B. C. McGinnis, III 55 1996 (1) President--Twentieth Bancorp, Inc., Huntington, WV
(Director 1983-1996); President and Director--The
Twentieth Street Bank, Inc., Huntington, WV;
Executive Vice President--Horizon Bancorp, Inc.,
Beckley, WV

Thomas L. McGinnis 49 1996 (1) Vice President and Director (Until 1996)--Twentieth
Bancorp, Inc., Huntington, WV; Executive Vice
President and Director--The Twentieth Street Bank,
Inc., Huntington, WV

Philip L. McLaughlin 57 1993 None President and Chief Operating Officer--Horizon
Bancorp, Inc., Beckley, WV; Director, Chairman of
the Board and Chief Executive Officer--Allegheny
Bankshares Corporation, Lewisburg, WV (Until 1993);
Director, President and Chief Executive
Officer--Greenbrier Valley National Bank, Lewisburg,
WV; Director--First National Bank in Marlinton,
Marlinton, WV; Director--Bank of Raleigh, Beckley,
WV; Director--The Twentieth Street Bank, Inc.,
Huntington, WV
</TABLE>

<PAGE> 9

Rodney H. Pack 62 1993 None Executive Vice President--Acme Limestone
Corporation, Fort Springs, WV (Crushed
Limestone Manufacturing) (Until 1994); Vice
President, Sales and Administration--Acme
Limestone Corporation, Fort Springs, WV;
President--Raleigh Ready Mix and Asphalt,
Inc., Sprague, WV (Portland Cement
Concrete and Asphaltic Supplier) (Until
1994); President--Wolf Creek Corporation,
Alderson, WV (Land Development);
Director--Greenbrier Valley National Bank,
Lewisburg, WV; Director--Allegheny
Bankshares Corporation, Lewisburg, WV
(Until 1993)
</TABLE>

<PAGE> 10

SERVED
AS A FAMILY
DIRECTOR RELATIONSHIP
OF WITH
HORIZON OTHER PRINCIPAL OCCUPATION OR
NOMINEES AGE SINCE NOMINEES EMPLOYMENT LAST FIVE YEARS
-------- --- ----- -------- --------------------------
<S> <C> <C> <C> <C>
E. M. Payne III 62 1985 (1) Partner--File, Payne, Scherer & File, Beckley, WV
(Law Firm); President--Piney Land Company, Beckley,
WV (Land Development, Coal, Gas and Timber);
President--McCreery Coal Land Company, Beckley, WV
(Land Development, Coal, Gas and Timber);
President--Combahee Investment Corporation, Beckley,
WV (Land Management and Development);
President--Hilton Head Equity Management Co., Inc.,
Beckley, WV (Land Management and Development);
President--The James T. McCreery Company, Inc.,
Beckley, WV (Land Development, Coal and Timber);
Secretary and Treasurer--Horizon Bancorp, Inc.;
Director--Bank of Raleigh, Beckley, WV

R. T. Rogers 64 1985 None President and Chief Executive Officer--R. T.
Rogers Oil Co., Hinton, WV (Oil and Fuel
Distributor); Director--National Bank of
Summers of Hinton, Hinton, WV

Sharon H. Rowe 46 1996 None Director of Advertising and Public
Relations--The Greenbrier, White Sulphur
Springs, WV (Since 1991); Vice President
Communications--The Greenbrier Resort
Management Company, White Sulphur Springs, WV
(Since 1998); Director--Greenbrier Valley
National Bank, Lewisburg, WV (Since 1996)

James E. Songer 67 1985 None Vice President--Homeseekers L.L.C., Beckley, WV
(Real Estate); President--Songer Insurance, Inc.,
Beckley, WV (Insurance); President--Sunset Memorial
Park, Inc. (Perpetual Care) (Until 1997);
Director--Bank of Raleigh, Beckley, WV
</TABLE>

<PAGE> 11

SERVED
AS A FAMILY
DIRECTOR RELATIONSHIP
OF WITH
HORIZON OTHER PRINCIPAL OCCUPATION OR
NOMINEES AGE SINCE NOMINEES EMPLOYMENT LAST FIVE YEARS
-------- --- ----- -------- --------------------------
<S> <C> <C> <C> <C>
Albert M. Tieche, Jr. 45 1992 None Administrator and Treasurer--Beckley Hospital, Inc.,
Beckley, WV (Until 1997); President--BHI, Inc.
(surviving corporation of Beckley Hospital, Inc.),
Beckley, WV; Vice President--Care Connection,
Beckley, WV (private duty home health agency);
Director--Bank of Raleigh, Beckley, WV

- ---------------
</TABLE>

(1) W. H. File, III and E. M. Payne III are brothers-in-law. B. C.
McGinnis, III and Thomas L. McGinnis are brothers.

If prior to the Annual Meeting any nominee for election as a director would be
unexpectedly unable to serve as director, management may vote the proxies for a
substitute nominee or nominees, if any, designated by Horizon's Board of
Directors.

COMPENSATION OF DIRECTORS

Horizon's directors who are not employees of Horizon's subsidiaries
were compensated $500 for each board meeting attended in 1997. Non-employee
directors serving on Horizon's Executive Committee, Compensation and Benefits
Committee and the Audit Committee received $350 for each meeting attended.
During 1997, there were no other arrangements where any director of Horizon or
its subsidiaries was compensated for services as a director.

COMMITTEES OF HORIZON'S BOARD OF DIRECTORS

Horizon's Board of Directors met eight times during 1997. Each director
attended at least 75% of all meetings held. Horizon's Board of Directors had
three standing committees during 1997 consisting of the Executive Committee, the
Audit Committee and the Compensation and Benefits Committee. Each committee
submits a report of activities to the full Board for ratification. Horizon does
not have a standing Nominating Committee; however, Horizon's Board of Directors
is responsible for selecting the director nominees.

The Executive Committee consists of Frank S. Harkins, Jr. (Chairman),
William C. Dolin, David W. Hambrick, Carolyn H. McCulloch, B. C. McGinnis, III,
Thomas L. McGinnis, Philip L. McLaughlin, Harper W. Nelson, Rodney H. Pack, E.
M. Payne III and James E. Songer. The committee met five times during 1997. Each
member of the committee attended at least 75% of all meetings held during the
period. The Executive Committee performs the functions set forth by Horizon's
Board of Directors and makes recommendations to the Board.

<PAGE> 12

The Audit Committee consists of Thomas E. Lilly (Chairman), Jack
Bazemore, Harper W. Nelson, Rodney H. Pack and Albert M. Tieche, Jr. Jack L.
Hellems, a director of The National Bank of Summers of Hinton, serves as an ex
officio member of the Audit Committee. The committee met six times during 1997.
Each member of the committee attended at least 75% of all meetings held during
the period except Albert M. Tieche, Jr. The Audit Committee reviews and
evaluates significant matters relating to Horizon's internal auditor's report,
reviews internal accounting procedures and recommends the engagement of the
independent auditors.

The Compensation and Benefits Committee consists of E. M. Payne III
(Chairman), Clarence E. Martin, Carolyn H. McCulloch, Harper W. Nelson, Rodney
H. Pack and James E. Songer. The committee met nine times during 1997. Each
member of the committee attended at least 75% of all meetings held during the
period. The Compensation and Benefits Committee recommends the compensation
arrangements for senior management and the allocation of options to be granted
under the Horizon Incentive Stock Option Plan.

EXECUTIVE OFFICERS OF HORIZON

The following table lists Horizon's principal executive officers. See
"Executive Compensation-- Compensation and Benefits Committee of the Board
Report on Executive Compensation."

NAME AGE BANKING EXPERIENCE AND QUALIFICATIONS
---- --- -------------------------------------
<S> <C> <C>
Frank S. Harkins, Jr. 59 1961 to 1976, Vice President of Kanawha Valley Bank, N.A.; 1976 to 1986,
Executive Vice President and Chief Executive Officer of Bank of Raleigh;
1986 to present, Director, President and Chief Executive Officer of Bank
of Raleigh; 1983 to 1993, President and Chief Executive Officer of
Horizon Bancorp, Inc.; Member of Executive, Trust and Investment
Committees of Bank of Raleigh; 1985 to present, Director of National
Bank of Summers of Hinton; 1996 to present, Director of The Twentieth
Street Bank, Inc.; 1993 to present, Chairman of the Board of Horizon
Bancorp, Inc.; 1996 to present, Chairman of the Board and Chief
Executive Officer of Horizon Bancorp, Inc.

Philip L. McLaughlin 57 1987 to 1993, Director, Chairman of the Board and Chief Executive Officer
of Allegheny Bankshares Corporation; 1970 to present, Director of Greenbrier
Valley National Bank; 1986 to present, President, Chief Executive Officer and
Director of Greenbrier Valley National Bank; Member of Executive and
Investment Committees of Greenbrier Valley National Bank; Director of First
National Bank of Marlinton; 1996 to present, Director of The Twentieth Street
Bank, Inc.; 1993 to 1996, President and Chief Executive Officer of Horizon
Bancorp, Inc.; 1996 to present, President and Chief Operating Officer of
Horizon Bancorp, Inc.

</TABLE>

<PAGE> 13
<TABLE>
<CAPTION>
NAME AGE BANKING EXPERIENCE AND QUALIFICATIONS
---- --- -------------------------------------
<S> <C> <C>
B. C. McGinnis, III 55 1983 to 1996, President of Twentieth Bancorp, Inc.; 1983 to
present, President of The Twentieth Street Bank, Inc.; 1996 to
present, Executive Vice President of Horizon Bancorp, Inc.
</TABLE>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires Horizon's
directors, executive officers and persons who own more than 10% of a registered
class of Horizon's equity securities to file with the Securities and Exchange
Commission ("SEC") reports of ownership and changes in ownership of common stock
and other equity securities of Horizon. Officers, directors and greater than 10%
shareholders are required by SEC regulation to furnish Horizon with copies of
all Section 16(a) forms they file.

Bank of Raleigh holds a special Power of Attorney to file Section 16(a)
forms on behalf of Horizon's directors. Based solely on a review of copies of
these reports furnished to Horizon or on written representations that no other
reports were required, Horizon believes that during the 1997 fiscal year, all
filing requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with except that Mr. William C. Dolin, Mr. Tracy
W. Hylton II and Mr. Jack McGinnis each filed late one report related to one
transaction. All of these transactions were reported on Form 5's on February 18,
1998. Also, Sharon H. Rowe has not filed a Form 4 in connection with shares that
are held in her father's estate and in which her husband is the executor of the
estate and she is a beneficiary.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of February 12, 1998, no shareholder beneficially owned more than 5%
of Horizon's voting securities.

The following table sets forth as of March 5, 1998, certain information
with respect to Horizon's Common Stock owned beneficially by Horizon's
directors, each of the executive officers listed in the Summary Compensation
Table and executive officers of Horizon as a group:

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
------------------------ -------------------- ----------------
<S> <C> <C>
John M. Alderson, IV 18,068 *

Jack G. Bazemore 1,272 (1) *

Joseph M. Blankenship 394 *

Phillip W. Cain 4,460 (2) *

William C. Dolin 113,960 (3) 1.2

W. H. File, III 11,680 (4) *

David W. Hambrick 22,486 (5) *

Frank S. Harkins, Jr. 25,435 (6) *
</TABLE>

<PAGE> 14

Robert L. Kosnoski 42,092 *

Thomas E. Lilly 5,194 (7) *

Clarence E. Martin 1,212 *

Carolyn H. McCulloch 315,852 (8) 3.4

B. C. McGinnis, III 115,526 (9) 1.3

Thomas L. McGinnis 111,282 (10) 1.2

Philip L. McLaughlin 22,608 (11) *

Harper W. Nelson 8,600 (12) *

Rodney H. Pack 13,532 (13) *

E. M. Payne III 50,970 (14) *

R. T. Rogers 20,192 (15) *

Sharon H. Rowe 42,752 (16) *

James E. Songer 56,464 (17) *

Albert M. Tieche, Jr. 26,006 *

All directors and executive officers of Horizon as a 1,037,899 11.3
group (23 individuals including those named above)

- ----------
</TABLE>

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

(1) Consists of 666 shares owned of record; and 606 shares owned jointly
with spouse.

(2) Consists of 4,078 shares owned of record; 238 shares owned by spouse;
and 144 shares owned as custodian for son.

(3) Consists of 81,268 shares owned of record; 1,212 shares owned by
spouse; and 31,480 shares in an Individual Retirement Account.

(4) Consists of 11,230 shares owned of record; and 450 shares owned as
custodian for son.

(5) Consists of 19,974 shares owned of record; and 2,512 shares owned by
spouse.

<PAGE> 15

(6) Consists of 4,101 shares owned of record; 12,380 shares owned in an
Individual Retirement Account; 7,354 shares owned jointly with spouse;
1,400 shares owned by spouse; and 200 shares owned by spouse jointly
with mother.

(7) Consists of 1,051 shares owned of record; 1,343 shares owned by Lillys'
Crown Jewelers, Inc. of which Mr. Lilly is Chairman and Chief Executive
Officer; and 2,800 shares owned by Lilly Family Trust of which Mr.
Lilly is Trustee.

(8) Consists of 30,276 shares owned of record; 213,060 shares owned by
sister-in-law, Polly Jo Masters, for which Mrs. McCulloch holds a
special power of attorney to vote the shares; and 72,516 shares held by
Bank of Raleigh, Trustee for John H. McCulloch Revocable Life Insurance
Trust-Marital Trust, of which Mrs. McCulloch is beneficiary.

(9) Consists of 72,910 shares owned of record; 10,592 shares owned jointly
with spouse; 16,012 shares owned as custodian for son; and 16,012
shares owned as custodian for son.

(10) Consists of 72,934 shares owned of record; 19,318 shares owned jointly
with spouse; 13,358 shares owned by daughter; 2,836 shares owned by
spouse as custodian for son; and 2,836 shares owned by spouse as
custodian for daughter.

11) Consists of 21,024 shares owned of record; 54 shares owned jointly
with spouse; 180 shares owned by spouse; and 1,350 shares in an
Individual Retirement Account.

(12) Consists of 6,502 shares owned of record; and 2,098 shares owned
jointly with spouse.

(13) Consists of 1,628 shares owned of record; 6,864 shares owned jointly
with spouse; and 5,040 shares owned jointly with mother.

(14) Consists of 4,406 shares owned of record; 10,582 shares owned by family
members; 16,010 shares owned by Piney Land Company of which Mr. Payne
is President; 5,972 shares owned by McCreery Coal Land Company of which
Mr. Payne is President; 600 shares owned by Combahee Investment
Corporation of which Mr. Payne is President; 8,000 shares owned by
Hilton Head Equity Management Company of which Mr. Payne is President;
and 5,400 shares owned by James T. McCreery Company of which Mr. Payne
is Vice President.

(15) Consists of 17,542 shares held of record; 850 shares owned by spouse;
and 1,800 shares owned jointly with spouse.

(16) Consists of 22,482 shares held of record; 8 shares owned as custodian
for daughter; and 20,262 shares held in her father's estate of which
her husband is the executor and Ms. Rowe is a beneficiary.

(17) Consists of 50,704 shares owned of record; 468 shares owned by spouse;
5,292 shares owned by Songer Insurance Company of which Mr. Songer is
President.

<PAGE> 16

EXECUTIVE COMPENSATION

The following table sets forth the annual and long-term compensation
for services to Horizon for the fiscal years ended December 31, 1997, 1996 and
1995 of those persons who were, as of December 31, 1997, the chief executive
officer and the two other most highly compensated officers of Horizon.

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-----------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------------- ------ ---------------------------
NUMBER OF
RESTRICTED SECURITIES
OTHER STOCK UNDERLYING ALL OTHER
NAME AND ANNUAL AWARD ($) OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION (1) (2) (6)
------------------ ---- ---------- --------- ------------- ----- ----- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Frank S. Harkins, Jr. 1997 157,701 36,592 -- -- 4,000 8,000 (3)
Chairman of the 1996 165,496 60,000 -- -- 5,500 7,200 (3)
Board and Chief 1995 159,500 -- -- 9,480 7,000 13,783 (3)
Executive Officer

Philip L. McLaughlin 1997 173,229 4,400 -- -- 3,300 800
President and Chief 1996 173,735 26,040 -- -- 5,500 --
Operating Officer 1995 158,351 -- -- -- 7,000 --

B. C. McGinnis, III 1997 152,571 22,752 1,833 (5) -- 2,500 5,600 (4)
Executive V.P. 1996 159,814 (4) -- 1,833 (5) -- 1,000 7,600 (4)

</TABLE>

- -----

(1) Under Horizon's Employee Stock Ownership Plan ("ESOP"), contributions
were made by two of Horizon's affiliate banks, Bank of Raleigh and
National Bank of Summers of Hinton. Shares of Horizon Common Stock were
acquired and allocated to each participant's account in the same
proportion that each participant's compensation for the year bears to
the total compensation paid to all participants. The stock was held in
trust for distribution upon the employee's separation from service. The
amounts in the table represent the value of the shares allocated to Mr.
Harkins' ESOP account for fiscal year 1995. These shares vested upon
the completion of seven years of service with Horizon. In December
1995, Mr. Harkins received 5,922 shares with an aggregate market value
of $233,919. By resolution, Horizon's Board of Directors terminated the
ESOP, and the vested shares and cash were distributed to each
participant in December 1995.

<PAGE> 17

(2) Shareholders approved an incentive stock option plan at a meeting of
shareholders held on June 8, 1993. Under the plan, Horizon granted
options in 1997 and 1996 to the named individuals set forth in the
"Option Grants in Last Fiscal Year" table, and Horizon also granted
options in 1995 to Messrs. Harkins and McLaughlin. The number of shares
has been adjusted for the two-for-one stock split effected in the form
of a 100% stock dividend paid December 15, 1996.

(3) The amount indicated includes: (i) $3,600 National Bank of Summers of
Hinton paid to directors for directors' meetings in 1997, all of which
was deferred under the Directors' Deferred Compensation Plan; (ii)
$3,600 Bank of Raleigh paid to directors for directors' meetings in
1997, all of which was deferred; (iii) $3,600 National Bank of Summers
of Hinton paid to directors for directors' meetings in 1996, all of
which was deferred under the Directors' Deferred Compensation Plan;
(iv) $3,600 Bank of Raleigh paid to directors for directors' meetings
in 1996, all of which was deferred; (v) $3,600 National Bank of Summers
of Hinton paid to directors for directors' meetings in 1995, all of
which was deferred under the Directors' Deferred Compensation Plan; and
(vi) $3,600 Bank of Raleigh paid to directors for directors' meetings
in 1995, all of which was deferred. See "Directors' Deferred
Compensation Plans." The amount indicated also includes $6,583,
consisting of dividends and interest accrued in 1995 in connection with
the ESOP.

(4) In August 1996, Twentieth Bancorp, Inc. ("Twentieth") merged with and
into Horizon (the "Merger"). Under the Merger Agreement, B. C.
McGinnis, III, formerly President of Twentieth and its wholly-owned
subsidiary, The Twentieth Street Bank, Inc., became an executive vice
president of Horizon. Amounts listed in the Summary Compensation Table
include amounts paid in 1996 to these individuals by Twentieth prior to
the Merger and by Horizon after the Merger. The amount included in "All
Other Compensation" for Mr. McGinnis consists of Twentieth's
contribution of $2,800 on behalf of Mr. McGinnis to Twentieth's 401(k)
Plan, under which participating employees received a matching
contribution of .25% from Twentieth for up to 5% of the employee's
salary. This amount also includes $4,800 representing directors' fees.
Mr. McGinnis received a $15,000 bonus in 1996 which was earned in 1995.
This amount is not included in the Compensation Table.

(5) The Twentieth Street Bank, Inc. paid to its senior vice presidents a
sum of money annually which was to be used for purchasing life
insurance. During 1996 and 1997, B. C. McGinnis, III received $1,833
for this purpose.

(6) Amounts for 1997 for each of the named executive officers include $800
representing Horizon's contributions on behalf of the listed officers
to Horizon's 401(k) Plan.

<PAGE> 18

The following table sets forth certain information concerning options
granted during 1997 to the named executive officers and all optionees as a
group. No SARs have been awarded by Horizon. None of the options granted were
exercisable during 1997. The options granted will be exercisable as follows: (a)
on and after the second anniversary of the date of grant, up to one-third of the
total number of option shares; and (b) on and after the third anniversary of the
date of grant, up to an additional one-third of the total number of option
shares; and (c) on and after the fourth anniversary of the date of grant the
remaining option shares. The number of shares reflects an adjustment for the
two-for-one stock split effected in the form of a 100% stock dividend that
Horizon paid on December 15, 1996.

<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
- -----------------------------------------------------------------------------------------------------------------------------------
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO EXERCISE
UNDERLYING EMPLOYEES IN OR BASE
OPTIONS FISCAL PRICE EXPIRATION
NAME GRANTED YEAR ($/SHARE) DATE 0% ($) 5% ($) 10% ($)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Frank S. Harkins, Jr. 4,000 20.0 28.50 12-11-02 0 31,464 69,654

Philip L. McLaughlin 3,300 16.5 28.50 12-11-02 0 25,958 57,465

B. C. McGinnis, III 2,500 12.5 28.50 12-11-02 0 19,665 43,534

All Optionees 20,000 100 28.50 12-11-02 0 157,320 348,270
(including the three
listed above)
</TABLE>

The following table sets forth information concerning (i) the value
realized upon the exercise of stock options during 1997 by the listed officers,
and (ii) the number of unexercised options held by each listed officer as of
December 31, 1997, and the market value of the underlying shares if the options
had been exercised on that date. Horizon has awarded no SARs. The number of
shares reflects an adjustment for the two-for-one stock split effected in the
form of a 100% stock dividend that Horizon paid on December 15, 1996.

<PAGE> 19

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

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT FY-END # OPTIONS AT FY-END ($)
SHARES ACQUIRED VALUE EXERCISABLE (E) EXERCISABLE (E)
ON EXERCISE (#) REALIZED ($) (1) UNEXERCISABLE (U) UNEXERCISABLE (U)
--------------- ---------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Frank S. Harkins, Jr. -- -- 8,999 E 151,067 E
15,501 U 170,308 U
Philip L. McLaughlin -- -- 8,999 E 151,067 E
14,801 U 168,333 U
B. C. McGinnis, III -- -- 3,500 U 23,375 U
</TABLE>

- --------

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

The following table indicates, for purposes of illustration, the
approximate annual retirement benefits that would be payable in the life annuity
form under various assumptions as to salary and years of service for a
participant obtaining age 65 in 1997. The benefit amounts are not subject to
reduction for Social Security.

RETIREMENT BENEFITS
YEARS OF SERVICE

<TABLE>
<CAPTION>
AVERAGE COMPENSATION 10 20 30
- -------------------- -- -- --
<C> <C> <C> <C>
$ 20,000........................................ $ 3,520 $ 7,040 $10,560
$ 40,000........................................ 7,520 15,040 22,560
$ 60,000........................................ 11,520 23,040 34,560
$ 75,000........................................ 14,520 29,040 43,560
$100,000........................................ 19,520 39,040 58,560
$125,000........................................ 24,520 49,040 73,560
$150,000........................................ 29,520 59,040 88,560
</TABLE>

Prior to its acquisition of Allegheny Bankshares, Inc., Horizon
sponsored a non-contributory retirement plan for its employees which provided a
benefit of .8% of average compensation for each year of service up to 30 years,
plus .65% of average compensation in excess of covered compensation for each
year of service up to 30 years, plus .5% of average compensation for each year
of service in excess of 30 years, up to a maximum of 10 years of service.
Effective April 1, 1993, the benefit formula in Horizon's plan was amended to be
the same as the benefit formula in the Allegheny Bankshares, Inc. Defined
Benefit Plan. This formula provides for a benefit of 1.5% of one's first $9,600
and 2% of W-2 earnings in excess of $9,600, multiplied by years of service up to
30. The chart above is based upon the revised benefit formula. Participants in
the Horizon plan prior to

<PAGE> 20

April 1, 1993, will have the former Horizon formula in effect on March 31, 1993,
plus the amount under the new benefit formula set forth above for years of
service after March 31, 1993. In general, the chart above will overstate the
actual pension benefit for employees who participated in the Horizon plan prior
to April 1, 1993.

Compensation covered by the pension plan is based upon total pay. The
Internal Revenue Code prohibits compensation in excess of $150,000 (as indexed)
to be taken into account in determining one's pension benefit. Normal retirement
age is 65 under the plan. The plan provides for early retirement between ages 55
and 65 with at least 10 years of service.

As of December 31, 1997, the current credited years of service and
projected estimated annual benefit under the retirement plan (assuming that each
continues employment, the plan is not terminated or amended, current
compensation increases under the plan's assumptions and that the maximum
compensation allowed under the code does not exceed $150,000) for the following
officers is:

<TABLE>
<CAPTION>
NAME CURRENT SERVICE PROJECTED PENSION
- ---- --------------- -----------------
<S> <C> <C>
Frank S. Harkins, Jr...................... 20 $69,912
Philip L. McLaughlin...................... 28 94,560
B. C. McGinnis, III....................... 1 34,140
</TABLE>

PERFORMANCE GRAPH

The following graph compares the yearly percentage change in Horizon's
cumulative total shareholder return on its Common Stock for the five-year period
ending December 31, 1997, with the cumulative total return of Standard & Poors
500 Stock Index and the Media General Industry Group Index-04, which consists of
all banks and bank holding companies within the United States whose stock has
been publicly traded for at least six years. The listings of the banks and bank
holding companies in the index are not listed by SIC code. The graph assumes (i)
the reinvestment of all dividends, and (ii) an initial investment of $100. There
is no assurance that Horizon's stock performance will continue in the future
with the same or similar trends as depicted in the graph. The graph shall not be
deemed incorporated by reference by any general statement incorporating by
reference this Proxy Statement into any filing under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, except to the extent that
Horizon specifically incorporates this graph by reference, and this graph shall
not otherwise be filed under such Acts.

Prior to the listing of Horizon's Common Stock on Nasdaq in mid-1993,
Horizon's Common Stock was not traded on any formalized exchange.

<PAGE> 21

<TABLE>
<CAPTION>
- ------------------FISCAL YEAR ENDING----------------------

COMPANY 1992 1993 1994 1995 1996 1997
- ------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
HORIZON BANCORP, INC. 100 115.87 122.47 175.70 190.31 307.27
INDUSTRY INDEX 100 118.21 112.14 158.59 219.29 312.61
BROAD MARKET 100 110.08 111.54 153.45 188.69 251.64
</TABLE>

<PAGE> 22

HORIZON BANCORP, INC.
COMPENSATION AND BENEFITS COMMITTEE OF THE BOARD
REPORT ON EXECUTIVE COMPENSATION

During 1997, the Compensation and Benefits Committee of Horizon's Board
of Directors (the "Compensation Committee") was composed of the following
independent, non-employee directors: Carolyn H. McCulloch, Clarence E. Martin,
Harper W. Nelson, James E. Songer, Rodney H. Pack and E. M. Payne III, Chairman.
The Compensation Committee met nine times in 1997. The Compensation Committee
considers and oversees the development of employment programs to retain, attract
and equitably compensate its principal executive officers (i.e., Mr. Harkins and
Mr. McLaughlin) and other senior executive officers. The Compensation Committee
seeks to motivate its senior executive officers to achieve Horizon's short and
long-term financial goals, to recognize individual contributions and overall
business results and to ensure Horizon's economic success.

The Compensation Committee reports and makes recommendations to the
Board relating to the establishment of compensation policies, plans and programs
for Horizon's executives, including Frank S. Harkins, Jr. and Philip L.
McLaughlin, including short-term incentive compensation in the form of base
compensation and bonuses and long-term compensation in the form of stock options
under the Horizon Incentive Stock Option Plan (the "Plan").

The Compensation Committee meets regularly each year and when
appropriate, meets with the principal executive officers to review and modify as
necessary Horizon's senior executive compensation packages. The existing base
salary and bonus ranges for senior executives are substantially equivalent to
those found in positions of similar responsibility level and type within
comparable financial institutions.

In considering the compensation packages of Mr. Harkins, Mr. McLaughlin
and other senior executives, the Compensation Committee attempts to: (i)
establish compensation packages that give executives an incentive to create
long-term value for Horizon's shareholders; (ii) establish a program which
provides highly competitive financial rewards for executives who meet or exceed
earnings and other financial targets such as efficiency ratios, return on
assets, net interest margin and enhanced shareholder value; and (iii) establish
a program whereby an executive's compensation corresponds to the fortunes of
Horizon's individual shareholders.

The Compensation Committee believes that 1997 was a successful year for
both Horizon and its shareholders since Horizon and its affiliates reached or
exceeded goals for earnings per share, ROA, ROE and efficiency ratios. As a
result of the 1997 performance and reaching the organizational goals, in
addition to the other compensation benefits, Mr. Harkins was awarded a bonus of
$36,592 resulting in gross wages of $195,354.56, and Mr. McLaughlin was awarded
a bonus of $4,400 resulting in gross wages of $180,941.72. The Compensation
Committee, with the approval of the Horizon Board, will make further
recommendations in 1998 for an Incentive Plan which will continue both Mr.
Harkins and Mr. McLaughlin and other senior executives along with Horizon and
affiliate employees if Horizon's performance meets or exceeds reasonably
established goals thereby justifying payment of incentive bonus awards.

The 1997 earnings, higher ROA and ROE and continued favorable stock
performance are indicators that the goals established by the Compensation
Committee have reasonably been obtained during the calendar year. The
Compensation Committee has retained the services of Hay Management Consultants
to assist in establishing

<PAGE> 23

goals considered essential to meeting certain guiding principles of Horizon's
compensation programs. These compensation programs will emphasize the following:

1. A significant portion of compensation will be determined by
Horizon's annual and long-term financial performance,
including the creation of additional value for shareholders.

2. The compensation program is to be designed to encourage and
balance short-term operational goals with long-term strategic
plans.

3. The total compensation package is to be competitive with bank
peer groups principally located in southern West Virginia,
whereby Horizon will be able to attract, retain and motivate
high caliber officers and employees. A significant percentage
of compensation, especially for senior executive officers,
will be performance-based and variable, as opposed to fixed
compensation.

4. The compensation program is to be designed to encourage stock
ownership by principal bank officers.

The Compensation Committee is currently considering a modification of
its compensation package for its principal executive officers with a key element
to be an annual base salary combined with annual cash bonus incentives and
long-term incentives. Under this program with advice and counsel of Hay
Management Consultants, or others, annual incentives would be directed towards
specific financial measures, including earnings growth and growth revenue, with
each of the targets calling for improved results year after year. The long-term
incentives would focus on total return to shareholders in the form of stock
price appreciation and dividends.

Recent revisions to the Internal Revenue Code disallow deductions in
excess of $1,000,000 for certain designated executive compensation. The
Compensation Committee has not adopted a policy in this regard because none of
Horizon's executives receive designated compensation approaching the $1,000,000
level.

This report shall not be deemed incorporated by reference by any
general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, except to the extent that Horizon specifically incorporates this
report by reference, and shall not otherwise be filed under such Acts.

This report is submitted by the Compensation and Benefits Committee,
which consists of:

E. M. Payne III, Chairman
Clarence E. Martin
Carolyn H. McCulloch
Harper W. Nelson
Rodney H. Pack
James E. Songer

<PAGE> 24

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
COMPENSATION AND BENEFITS COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Horizon and its various banking subsidiaries have had and expect to
have in the future, transactions in the ordinary course of their business with
directors, officers, principal shareholders and their associates. These
transactions were made on substantially the same terms, including interest
rates, collateral and repayment terms on extensions of credit, as those
prevailing at the same time for comparable transactions with other unaffiliated
persons. Loans to these individuals, which at December, 31, 1997, were, in the
aggregate, 11.30% of total shareholders' equity, in the opinion of Horizon's
management did not involve more than the normal risk of collectibility or
present other unfavorable features.

The Bank of Raleigh paid fees in 1997 and expects to pay fees in 1998,
to File, Payne, Scherer & File, Attorneys at Law, of which Bank of Raleigh and
Horizon director W. H. File III, and director and Secretary of Horizon, E. M.
Payne III, are partners. Based on information provided by that firm, the amount
paid to that law firm in 1997 did not exceed 5% of the firm's gross revenues.
During 1997, Horizon paid premiums for Horizon and its subsidiaries, including
property and casualty insurance, directors' and officers' liability insurance,
blanket bond and various other financial bonds and insurance coverages to Songer
Insurance Agency, of which Bank of Raleigh and Horizon director, James E.
Songer, is President and majority shareholder. Based on information provided by
Songer Insurance Agency, amounts paid to this agency did not exceed 5% of its
gross revenues. E. M. Payne III has been a member of the Horizon Compensation
and Benefits Committee since 1992 and has served as Chairman of the Committee
since 1993. James E. Songer has served as a member of the Compensation and
Benefits Committee from 1992 to present.

Horizon's management believes that these transactions were on terms no
less favorable to Horizon than they would have been with third parties not
otherwise affiliated with Horizon.

2. RATIFICATION OF SELECTION OF AUDITORS

At the Annual Meeting, Horizon's shareholders will be asked to ratify
the appointment by Horizon's Board of Directors of Ernst & Young LLP as
independent auditors for 1998. The firm of Ernst & Young LLP has audited the
financial statements of Horizon and its subsidiaries for the years 1995, 1996
and 1997. Audit services performed by Ernst & Young LLP include the annual audit
and preparation of various reports based thereon, and services relating to
Horizon's Form 10-K annual report filed with the SEC.

Although the selection of auditors does not require shareholder
ratification, the Board of Directors has directed that the appointment of Ernst
& Young LLP be submitted for ratification. If the shareholders do not ratify the
appointment of Ernst & Young LLP, the Board of Directors will consider the
appointment of other independent auditors. THE BOARD OF DIRECTORS OF HORIZON
RECOMMENDS THE RATIFICATION BY HORIZON'S SHAREHOLDERS OF ERNST & YOUNG LLP TO
SERVE AS INDEPENDENT AUDITORS FOR HORIZON AND ITS SUBSIDIARIES FOR 1998. Horizon
is advised that no member of Ernst & Young LLP has any direct or indirect
interest in Horizon or its subsidiaries. Representatives of Ernst & Young LLP
are expected to be present at the Annual Meeting and will have an opportunity to
make a statement and to respond to appropriate questions.

<PAGE> 25

The enclosed proxy will be voted "FOR" the ratification of the
selection of Ernst & Young LLP as independent auditors unless otherwise
directed. The affirmative vote by the holders of the majority of the shares of
Horizon Common Stock represented at the Annual Meeting is required to ratify the
selection of Ernst & Young LLP.

ANNUAL REPORT TO SHAREHOLDERS

UPON WRITTEN REQUEST BY ANY SHAREHOLDER TO C. DUANE BLANKENSHIP, VICE
PRESIDENT AND CHIEF FINANCIAL OFFICER OF HORIZON BANCORP, INC., P. O. BOX D,
BECKLEY, WEST VIRGINIA 25802-2803, A COPY OF HORIZON'S ANNUAL REPORT ON FORM
10-K WILL BE PROVIDED WITHOUT CHARGE.

OTHER INFORMATION

If any of the nominees for election as directors should be unable to
serve as directors, a proxy will be voted for a substitute nominee or nominees
designated by the Board of Directors of Horizon.

Horizon's Board of Directors knows of no further business to be
presented at the Annual Meeting; but, if any further business properly comes
before the meeting, the persons named in the enclosed proxy will vote all
proxies in accordance with the recommendations of the Board of Directors.

SHAREHOLDER PROPOSALS FOR 1998

Any shareholder who wishes to have a proposal placed before the next
Annual Meeting of Shareholders must submit the proposal to the President of
Horizon at its executive offices, One Park Avenue, Beckley, West Virginia, and
the proposal must be received no later than December 29, 1998, to have it
considered for inclusion in the Proxy Statement of the 1999 Annual Meeting.

Frank S. Harkins, Jr.
Chairman of the Board and Chief Executive Officer

Philip L. McLaughlin
President and Chief Operating Officer

Beckley, West Virginia
March 27, 1998

Enclosures

23
<PAGE> 26

<TABLE>
<CAPTION>
HORIZON BANCORP, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [ X ]
<S> <C> <C> <C> <C>
1. ELECTION OF DIRECTORS-Nominees: John M. For Withhold For All 2. Ratify the selection of Ernst &
Alderson, IV, Jack G. Bazemore, Joseph M. All All Except Young LLP as Independent auditors
Blankenship, Phillip W. Cain, William C. Dolin, [ ] [ ] [ ] for 1998.
W.H. File, III, David W. Hambrick, Frank S.
Harkins, Jr., Tracy W. Hylton, II, Robert L, For Against Abstain
Kosnoski, Thomas E. Lilly, Clarence E. Martin, [ ] [ ] [ ]
Carolyn H. McCulloch, B.C. McGinnis, III, Thomas L
McGinnis, Philip L McLaughlin, Harper W. Nelson,
Rodney H. Pack, E.M. Payne III, R.T. Rogers, 3. Any other business which may properly
Sharon H. Rowe, James E. Songer, Albert M. Tieche, be brought before the meeting or any
Jr. adjournment thereof.

(INSTRUCTIONS: To withhold authority to vote for For Against Abstain
any individual nominee, write the name in the [ ] [ ] [ ]
space provided.)

- ------------------------------------------------ THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
PROPOSALS 1, 2, AND 3.

Date: , 1998
-----------------------------------

Number of persons who will attend the
Annual Meeting:
-------------------------------

Signature(s)
----------------------------------

----------------------------------------------
When signing as attorney, executor,
administrator, trustee or guardian, please
give full title. If more than one trustee, all
should sign. ALL JOINT OWNERS MUST SIGN.

FOLD AND DETACH HERE

YOUR VOTE IS IMPORTANT.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
</TABLE>
<PAGE> 27

PROXY FOR ANNUAL MEETING ON APRIL 29, 1998

HORIZON BANCORP, INC. THIS PROXY IS SOLICITED BY MANAGEMENT
ONE PARK AVENUE AT THE DIRECTION OF THE BOARD OF
P.O. BOX D DIRECTORS OF HORIZON BANCORP, INC. AND
BECKLEY, WEST VIRGINIA 25802-2803 MAY BE REVOKED PRIOR TO ITS EXERCISE.

KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned Shareholder of
Horizon Bancorp, Inc. ("Horizon"), Beckley, West Virginia, do hereby nominate,
constitute and appoint Carolyn H. McCulloch, Rodney H. Pack and Jack McGinnis,
or any one of them, with the full power to act alone as my true and lawful
attorney(s) with full power of substitution, for me in my name, place and stead
to vote all of the Common Stock of said corporation standing in my name on its
books at the close of business on March 5, 1998, at the Annual Meeting of
Shareholders to be held Wednesday, April 29, 1998, at 11:00 a.m., at The
Greenbrier, White Sulphur Springs, West Virginia, and at any and all
adjournments of said meeting, with all the powers the undersigned would possess
if personally present as follows:

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED
BY THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF ALL DIRECTOR NOMINEES AND
"FOR" THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS. IF ANY SHARES ARE VOTED CUMULATIVELY FOR THE ELECTION OF DIRECTORS,
THE PROXIES, UNLESS OTHERWISE DIRECTED, SHALL HAVE FULL DISCRETION AND
AUTHORITY TO CUMULATE THEIR VOTES AND VOTE FOR LESS THAN ALL SUCH NOMINEES, IF
ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY SHALL BE
VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS.

(Continued and To Be Signed on Reverse Side)