UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  SCHEDULE 14A
                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
    (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

                             OHIO VALLEY BANC CORP.
                ------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

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

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[ ] 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.:
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     (4) Date Filed:

                         ANNUAL MEETING OF SHAREHOLDERS
                             Wednesday, May 13, 2009



TO OUR SHAREHOLDERS:

We take pleasure in inviting you to our Annual  Meeting of  Shareholders,  which
will be held on Wednesday,  May 13, 2009, at 5:00 p.m.,  Eastern Daylight Saving
Time,  at the Morris and  Dorothy  Haskins  Ariel  Theatre,  426 Second  Avenue,
Gallipolis, Ohio.

The Annual  Meeting  will be held for the  purpose  of  electing  directors  and
transacting  such other  business as may  properly be brought  before it. At the
meeting,  we shall also report to you on our operations during the past year and
plans for the future.

The close of  business  on March 26,  2009 has been fixed as the record date for
determination  of  shareholders  entitled to notice of the Annual Meeting and to
vote at the Annual Meeting or any adjournment thereof.

The  formal  Notice  of Annual  Meeting,  the  Proxy  Statement  and a proxy are
enclosed.  After reading the Proxy Statement,  please promptly fill in, sign and
return to us the enclosed proxy in the envelope provided. As an alternative, you
may  submit  your  proxy  electronically  by going to the  Company's  website at
www.ovbc.com  and following  the  instructions  on that website.  We urge you to
submit your proxy to insure that your shares are represented.

Last year, more than 81% of the Company's  shares were  represented in person or
by proxy at the Annual Meeting.  Please help us exceed last year's participation
by signing and  returning  your proxy or  submitting  your proxy  electronically
today.

We hope to see many of you in  person at the  Annual  Meeting.  There  will be a
social hour  beginning at 4:00 p.m. Hors D'oeuvres and beverages will be served,
and we hope you  will  take  this  opportunity  to  become  acquainted  with the
officers and Directors of your Company.

Sincerely,


/s/ Jeffrey E. Smith
------------------------------------
Jeffrey E. Smith
President and Chief Executive Officer

Dated:  April 20, 2009

                             OHIO VALLEY BANC CORP.
                                  P.O. Box 240
                             Gallipolis, Ohio 45631
                                 1-800-468-6682


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                             Wednesday, May 13, 2009
                                    5:00 p.m.



                                                                Gallipolis, Ohio
                                                                  April 20, 2009

To the Shareholders of
Ohio Valley Banc Corp.

     Notice is hereby given that the Annual Meeting of Shareholders (the "Annual
Meeting") of Ohio Valley Banc Corp.  (the  "Company") will be held at the Morris
and Dorothy  Haskins Ariel  Theatre,  426 Second  Avenue,  Gallipolis,  Ohio, on
Wednesday,  the 13th day of May,  2009, at 5:00 p.m.,  Eastern  Daylight  Saving
Time, for the following purposes:

         1.   To elect four Directors of the Company, each to serve for a
              three-year term; and

         2.   To transact such other business as may properly come before the
              Annual Meeting or any adjournment(s) thereof.

     Only  holders  of common  shares of the  Company  of record at the close of
business on March 26,  2009 will be  entitled to vote at the Annual  Meeting and
any adjournment.

     You are cordially  invited to attend the Annual  Meeting.  The vote of each
shareholder is important, whatever the number of common shares held.

     Whether or not you plan to attend the Annual Meeting, please sign, date and
return   the   enclosed   proxy   promptly   in   the   enclosed   postage-paid,
return-addressed  envelope.  As an  alternative,  you may submit a proxy to vote
your shares electronically by going to the Company's website at www.ovbc.com and
following the  instructions  on that website.  If you attend the Annual Meeting,
you  may  revoke  your  proxy  and  vote  in  person  if  you  are a  registered
shareholder.  Attendance  at the  Annual  Meeting  will not,  in and of  itself,
constitute revocation of your proxy.

                                           BY ORDER OF THE BOARD OF DIRECTORS

                                           /s/ Jeffrey E. Smith
                                           -------------------------------------
                                           Jeffrey E. Smith
                                           President and Chief Executive Officer

                             OHIO VALLEY BANC CORP.
                                  P.O. Box 240
                             Gallipolis, Ohio 45631
                                 1-800-468-6682

                                                                  April 20, 2009

                                 PROXY STATEMENT

     This proxy statement and the  accompanying  proxy are first being mailed on
or  about  April  20,  2009 to  shareholders  of Ohio  Valley  Banc  Corp.  (the
"Company") regarding the Annual Meeting of Shareholders to be held at the Morris
and Dorothy  Haskins Ariel  Theatre,  426 Second  Avenue,  Gallipolis,  Ohio, on
Wednesday, May 13, 2009, at 5:00 p.m., Eastern Daylight Saving Time (the "Annual
Meeting").

Voting by Proxy

     A proxy for use at the Annual Meeting  accompanies this proxy statement and
is  solicited  by the Board of  Directors  of the  Company.  You may ensure your
representation  by  completing,  signing,  dating  and  promptly  returning  the
enclosed proxy in the envelope provided. As an alternative,  you may submit your
proxy  electronically  by going to the  Company's  website at  www.ovbc.com  and
following the instructions on that website. The deadline for transmitting voting
instructions  electronically  via the  Internet is 11:59 p.m.  Eastern  Daylight
Saving Time, on May 12, 2009.  Shareholders  who submit a proxy via the Internet
will incur only their usual Internet access charges,  if any. Without  affecting
any vote  previously  taken,  you may revoke your proxy at any time before it is
voted at the Annual  Meeting (1) by giving  written  notice of revocation to the
Secretary of the  Company,  at the address of the Company set forth on the cover
page of this proxy  statement;  (2) by  executing  a  later-dated  proxy that is
received by the Company prior to the Annual  Meeting or submitting a later-dated
proxy via the Internet prior to the deadline for doing so; or (3) if you are the
registered  owner of your common  shares,  by attending  the Annual  Meeting and
giving  notice of  revocation  in person.  If your common shares are held in the
name of your broker/dealer,  financial institution or other holder of record and
you wish to revoke your proxy in person,  you must bring an account statement or
letter from the broker/dealer,  financial  institution or other holder of record
indicating how many common shares you held  beneficially  on March 26, 2009, the
record date for voting.  Attendance  at the Annual  Meeting  will not, in and of
itself, constitute revocation of a proxy.

Shares Held in "Street Name"

     If you hold your common  shares in "street  name" with a broker,  financial
institution or other holder of record, you may be eligible to appoint your proxy
electronically  via the  Internet  or  telephonically  and you may  incur  costs
associated with the electronic  access. If you hold your common shares in street
name, you should review the information provided to you by the holder of record.
This  information will describe the procedures to be followed in instructing the
holder of record how to vote the  street  name  common  shares and how to revoke
previously given instructions.

     If you hold  your  common  shares  in  "street  name" and wish to vote your
shares in person at the  Annual  Meeting,  you must bring a letter or proxy from
your  broker/dealer,  financial  institution or other nominee authorizing you to
vote your shares on behalf of such record holder.

Who is Entitled to Vote

     Only shareholders of record at the close of business on March 26, 2009, are
entitled  to  receive  notice  of and to  vote  at the  Annual  Meeting  and any
adjournment.  As of March 26, 2009, 3,983,009 common shares were outstanding and
entitled to vote at the Annual  Meeting.  Each common share  entitles the holder
thereof to one vote on each matter  submitted to the  shareholders at the Annual
Meeting. A quorum for the Annual Meeting is a majority of the outstanding common
shares.

Costs of Proxy Solicitation

     The Company  will bear the costs of  preparing,  printing  and mailing this
proxy statement, the accompanying proxy and any other related materials, as well
as all other costs incurred in connection  with the  solicitation  of proxies on
behalf of the Company's  Board of Directors  other than the Internet  access and
telephone  usage  charges  a  shareholder  may  incur  if a proxy  is  appointed
electronically through a holder of record. Proxies will be solicited by mail and
may be further solicited, for no additional compensation, by officers, directors
or employees of the Company and its subsidiaries by further mailing,  telephone,
facsimile,  electronic mail or personal  contact.  The Company will also pay the
standard   charges  and  expenses  of  brokers,   voting   trustees,   financial
institutions  and other  custodians,  nominees and

                                       2

fiduciaries,  who are record holders of common shares not beneficially  owned by
them,  for  forwarding  materials  to the  beneficial  owners of  common  shares
entitled to vote at the Annual Meeting.

Employee Stock Ownership Plan Participants

     If you are a  participant  in the Ohio  Valley  Banc Corp.  Employee  Stock
Ownership  Plan (the  "ESOP")  and common  shares  have been  allocated  to your
account in the ESOP,  you will be entitled  to instruct  the trustee of the ESOP
how to vote those common  shares and you will  receive your voting  instructions
separately.  If no instructions are given by you to the trustee of the ESOP, the
trustee will vote the common  shares  allocated to your ESOP account in its sole
discretion.

Tabulation of Votes

     The  inspectors of election  appointed for the Annual Meeting will tabulate
the  results of  shareholder  voting.  Common  shares  represented  by  properly
executed  proxies  returned to the Company  prior to the Annual  Meeting will be
counted toward the  establishment of a quorum for the Annual Meeting even though
they are marked "WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES",  or "VOTE FOR ALL
EXCEPT" or not at all.  Brokers who hold common shares in street name may, under
the applicable rules of the exchange and other self-regulatory  organizations of
which the brokers are members,  sign and submit  proxies for such common  shares
and may vote such  common  shares on routine  matters  such as the  election  of
Directors.  However,  brokers who hold common shares in street name may not vote
such  common  shares on  non-routine  matters,  including  proposals  to approve
equity-based compensation plans, without specific instructions from the customer
who owns the common  shares.  Proxies  that are signed and  submitted by brokers
that  have not been  voted on  certain  matters  as  described  in the  previous
sentence are referred to as broker non-votes.  Broker non-votes count toward the
establishment of a quorum for the Annual Meeting.

     The Annual  Report of the Company for the fiscal  year ended  December  31,
2008,  including  financial  statements,  is being  delivered  with  this  proxy
statement.

Directions to Annual Meeting Location

     To obtain  directions  to attend  the  Annual  Meeting  and vote in person,
please call Deborah A. Carhart, Assistant Vice President, Shareholder Relations,
at 1-800-468-6682 or 1-740-446-2631.


     Important Notice Regarding the Availability of Proxy Materials for the
                 Shareholder Meeting to Be Held on May 13, 2009

This proxy statement, a sample of the form of proxy card sent to shareholders by
the Company,  and the Company's 2008 Annual Report to Shareholders are available
on the Company's website at www.ovbc.com/go/proxyinfo.


              OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The Company knows of no shareholders who are beneficial owners of more than
five percent (5%) of the  outstanding  common  shares of the Company as of March
26, 2009.

                                       3


     The  following  table  furnishes   information   regarding  the  beneficial
ownership  of common  shares of the  Company,  as of March  26,  2009,  for each
current  Director,  each  nominee for election to the Board of  Directors,  each
executive  officer  named in the  Summary  Compensation  Table  and all  current
Directors and executive officers as a group.

                               No. of Common Shares
                                  and Nature of
Name                         Beneficial Ownership (1)      Percent of Class (2)
----                         ------------------------      --------------------

Anna P. Barnitz                     1,486  (3)                     .04%
Steven B. Chapman                   1,770  (4)                     .04%
Robert E. Daniel                      488  (5)                     .01%
Robert H. Eastman                 129,796  (6)                    3.26%
Katrinka V. Hart (7)               11,289  (8)                     .28%
Harold A. Howe                     15,853  (9)                     .40%
E. Richard Mahan (7)                8,138  (10)                    .20%
Larry E. Miller, II (7)             8,893  (11)                    .22%
Brent A. Saunders                   6,193  (12)                    .16%
Scott W. Shockey (7)                2,798  (13)                    .07%
Jeffrey E. Smith (7)               19,386  (14)                    .49%
David W. Thomas                     2,417  (15)                    .06%
Roger D. Williams                     774  (16)                    .02%
Lannes C. Williamson                5,099  (17)                    .13%
Thomas E. Wiseman                  16,638  (18)                    .42%

All Directors and executive       231,018  (19)                   5.80%
officers as a Group
(15 persons)


(1)      Unless otherwise indicated, the  beneficial  owner has  sole voting and
         investment  power with respect to all of the common shares reflected in
         the table.  All fractional  common shares have been rounded down to the
         nearest  whole common share.  The Company has never granted  options to
         purchase its common shares. The mailing address for each of the current
         Directors  and  executive  officers  of the  Company  is P.O.  Box 240,
         Gallipolis, Ohio 45631.

(2)      The percent of class is based on 3,983,009 common shares outstanding on
         March 26, 2009.

(3)      Represents  1,422 common shares held  jointly by Mrs. Barnitz  and  her
         spouse,  as to which she shares  voting and  investment  power,  and 64
         common shares held by Mrs. Barnitz as custodian for her children.

(4)      Includes  1,660  common  shares held  jointly  by Mr.  Chapman and  his
         spouse,  as to which he shares voting and investment  power. The number
         shown  also  includes  110  common  shares  held  by a  broker  for Mr.
         Chapman's spouse in a self-directed  individual  retirement account, as
         to which she has sole voting and investment power.

(5)      Represents common shares held jointly by Mr. Daniel and  his spouse, as
         to which he shares voting and investment power.

(6)      Includes  40,842  common  shares  held  jointly  by Mr. Eastman and his
         spouse, as to which he shares voting and investment power.

(7)      Executive  officer  of the  Company  named in the Summary  Compensation
         Table.

(8)      Includes 7,338 common shares  held for  the  account of Ms. Hart in the
         ESOP.

(9)      Includes 8,504 common shares  held jointly  by Mr. Howe and his spouse,
         as to which he shares voting and investment power;  6,902 common shares
         held in a self-directed  individual  retirement  account at Ohio Valley
         Bank,  as to which Ohio Valley  Bank has voting  power and Mr. Howe has
         investment  power;  and 446 common  shares held jointly by Mr. Howe and
         his children as to which he shares voting and investment power.

 (footnotes continued on next page)
                                       4

(10)     Includes 4,068 common shares  held jointly by Mr. Mahan and his spouse,
         as to which he shares voting and  investment  power;  111 common shares
         held by Mr. Mahan as custodian  for his niece;  and 3,958 common shares
         held for the account of Mr. Mahan in the ESOP.

(11)     Includes 3,439 common shares held jointly by Mr. Miller and his spouse,
         as to which he shares  voting and  investment  power;  and 5,453 common
         shares held for the account of Mr. Miller in the ESOP.

(12)     Includes 2,456  common  shares held  jointly  by Mr.  Saunders  and his
         spouse,  as to which he shares voting and investment  power; 712 common
         shares  held  by Mr.  Saunders  as  custodian  for the  benefit  of his
         children;  and 243 common  shares  held by a broker in a  self-directed
         individual  retirement account, as to which the broker has voting power
         and Mr. Saunders has investment power.

(13)     Includes 2,354 common shares held for the account of Mr. Shockey in the
         ESOP.

(14)     Includes 532 common shares held  by Mr. Smith's spouse, as to which she
         has sole voting and  investment  power;  297 common  shares held by Mr.
         Smith's spouse as custodian for the benefit of his daughter as to which
         Mr. Smith's spouse  exercises  sole voting and  investment  power;  and
         14,704 common shares held for the account of Mr. Smith in the ESOP.

(15)     Represents common shares held jointly by Mr. Thomas and  his spouse, as
         to which he shares voting and investment power.

(16)     Represents common shares held by Mr. Williams' spouse, as to which  she
         has sole voting and investment power.

(17)     Includes 23 common shares  held by Mr. Williamson's spouse, as to which
         she has sole voting and investment  power; and 4,532 common shares held
         by a broker in a self-directed  individual  retirement  account,  as to
         which the broker has voting  power and Mr.  Williamson  has  investment
         power.

(18)     Includes  15,501 common shares  held  jointly  by Mr. Wiseman  and  his
         spouse,  as to which he shares voting and investment  power;  and 1,137
         common  shares held by Mr.  Wiseman as custodian for the benefit of his
         children.

(19)     See Notes (3) through (6) and (8) through (18) above.


             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     The  Company's  Directors and  executive  officers,  as well as any persons
holding more than 10% of the Company's  outstanding  common shares, are required
to report their initial ownership of common shares and any subsequent changes in
their ownership to the Securities and Exchange Commission (the "SEC").  Specific
due dates have been established by the SEC for such filings,  and the Company is
required to disclose in this proxy statement any failure to file by those dates.
Based on its  review  of (1)  Section  16(a)  reports  filed on  behalf of these
individuals for their transactions during the Company's 2008 fiscal year and (2)
documentation received from one or more of these individuals that no annual Form
5 reports were required to be filed by them for the Company's  2008 fiscal year,
the Company  believes that all Section  16(a) reports were timely filed,  except
that Robert H. Eastman, a Director of the Company,  did not timely file a Form 4
reporting the acquisition of 2,000 of the Company's common shares.


                       PROXY ITEM 1: ELECTION OF DIRECTORS

     The Company's  Board of Directors  currently  consists of eleven  members -
four in the class whose terms  expire at the Annual  Meeting,  four in the class
whose terms  expire in 2010 and three in the class  whose terms  expire in 2011.
Section  2.02(C) of the  Company's  Regulations  provides that the Directors may
change the number of  Directors  and fill any vacancy  created by an increase in
the number of Directors (provided that the Directors may not increase the number
of  Directors to more than twelve or reduce the number of Directors to less than
five).

     In 1980,  the Board of  Directors of Ohio Valley Bank adopted a policy that
each  person  becoming a director  of Ohio  Valley Bank after that date would be
expected to retire at the next  annual  meeting of  shareholders  of Ohio Valley
Bank following the director's 70th birthday. Since the Company was formed as the
holding  company of Ohio Valley Bank in 1992,  the directors of the Company have
followed that same practice,  although neither the Company nor the Bank has ever
provided such a requirement in its

                                       5

articles of  incorporation  or regulations or included any such provision in the
charter of the Nominating and Corporate Governance Committee.

     The  Board of  Directors  of the  Company  has  determined  that all of the
directors  except  Messrs.  Howe and Smith are  "independent"  under the listing
standards  of  The  NASDAQ  Stock  Market,   LLC   ("Nasdaq").   In  determining
independence,  the Board of Directors considered loan and deposit  relationships
with each  director,  fees paid to Mr.  Saunders for legal  services,  and notes
issued  to Mr.  Eastman  and to the  Wiseman  Agency  (discussed  in this  proxy
statement under the heading "Certain  Relationships and Related  Transactions").
The rules of Nasdaq do not deem such relationships to disqualify a director from
being  deemed  independent.  The  Board  of  Directors  does  not  believe  such
relationships  interfere with the directors' exercise of independent judgment in
carrying out their responsibilities as directors.

     The Board of Directors  proposes that each of the four nominees  identified
below be re-elected for a new three-year  term.  Each nominee was recommended to
the Board of Directors by the  Nominating  and Corporate  Governance  Committee.
Each person  elected as a Director at the Annual  Meeting will hold office for a
term of three years and until his  successor  is duly  elected and  qualified or
until his earlier  resignation,  removal from office or death. The four nominees
for  election  as  Directors  receiving  the  greatest  number of votes  will be
elected.  Common shares  represented by properly  executed and returned  proxies
will be voted  FOR the  election  of the  Board of  Directors'  nominees  unless
authority  to vote for one or more  nominees is  withheld.  Common  shares as to
which the authority to vote is withheld will be counted for quorum purposes, but
will not be counted  toward the  election of Directors or toward the election of
the individual nominees specified on the proxy.

     The following  table provides  certain  information,  as of March 26, 2009,
concerning  each  nominee  for  election as a Director  of the  Company.  Unless
otherwise  indicated,  each individual has had the same principal occupation for
more than five years.



                NOMINEES FOR ELECTION FOR TERMS EXPIRING IN 2012

                                             Position(s) Held with the Company
                                             and its Principal Subsidiaries and         Director of the     Director of the
Name                                 Age          Principal Occupation(s)                  Bank Since        Company Since
----                                 ---     ----------------------------------         ---------------     ---------------
                                                                                                       
Anna P. Barnitz                       46     Treasurer and Chief Financial Officer, Bob's     2001               2003
                                             Market and Greenhouses, Inc.
                                             (horticultural products for wholesale
                                             distribution and retail landscaping stores)

Roger D. Williams                     58     Former President, Bob Evans Restaurants, a       2005               2006
                                             division of Bob Evans Farms, Inc. (restaurant
                                             operator and food products)

Lannes C. Williamson                  64     President, L. Williamson Pallets, Inc.           1997               2000
                                             (sawmill; pallet manufacturing; and wood
                                             processing)

Thomas E. Wiseman                     50     President, The Wiseman Agency, Inc. (insurance   1992               1992
                                             and financial services)

The Board of Directors recommends that shareholders vote FOR the election of the
above nominees.

     While it is contemplated that all nominees will stand for election,  if one
or more  nominees at the time of the Annual  Meeting  should be  unavailable  or
unable to serve as a  candidate  for  election as a  Director,  the  individuals
designated  as proxy holders  reserve full  discretion to vote the common shares
represented by the proxies they hold for the election of the remaining  nominees
and for the election of any  substitute  nominee or nominees  designated  by the
Board of  Directors.  The Board of  Directors  knows of no reason why any of the
nominees  named above will be  unavailable  or unable to serve if elected to the
Board.

                                       6

     The following  table provides  certain  information  concerning the current
Directors who will continue to serve after the Annual Meeting.  Unless otherwise
indicated,  each individual has had the same principal  occupation for more than
five years.


                      DIRECTORS WITH TERMS EXPIRING IN 2010

                                            Position(s) Held with the Company
                                            and its Principal Subsidiaries and         Director of the     Director of the
Name                                 Age         Principal Occupation(s)                  Bank Since        Company Since
----                                 ---    ----------------------------------         ---------------     ---------------
                                                                                                       
Steven B. Chapman                     62     Certified Public Accountant, Chapman &          1999               2001
                                             Burris CPA's LLC (Partner)

Robert E. Daniel                      68     Administrator, Holzer Clinic                    2005               2006
                                             (multispecialty physician group practice)

Robert H. Eastman                     68     President of Ohio Valley Supermarkets, Inc.     1986               1992
                                             (retail grocery stores)

Jeffrey E. Smith                      59     President and Chief Executive Officer           1987               1992
                                             of the Company and the Bank




                      DIRECTORS WITH TERMS EXPIRING IN 2011

                                              Position(s) Held with the Company
                                              and its Principal Subsidiaries and         Director of the     Director of the
Name                                 Age           Principal Occupation(s)                  Bank Since        Company Since
----                                 ---      ----------------------------------         ---------------     ---------------
                                                                                                        
Harold A. Howe                        58     Self-employed (real estate investments and        1998               2005
                                             rentals); and President, Ohio Valley Financial
                                             Services Agency, LLC

Brent A. Saunders                     51     Attorney at Law,                                  2001               2003
                                             Halliday, Sheets & Saunders (Partner)

David W. Thomas                       53     Former Chief Examiner, Ohio Division of           2007               2007
                                             Financial Institutions (bank supervision and
                                             regulation)


     There are no family relationships among any of the directors,  nominees for
election as directors and executive officers of the Company.

Meetings of and Communications with the Board of Directors

     The Board of Directors held a total of thirteen (13) meetings  during 2008.
Each  incumbent  Director  attended  75% or more of the  aggregate  of the total
number of  meetings  held by the  Board of  Directors  and the  total  number of
meetings held by all  committees of the Board of Directors on which the Director
served,  in each case  during  the  Director's  period of  service  in 2008.  In
accordance with applicable Nasdaq Marketplace  Rules, the independent  directors
meet in executive session as appropriate matters for their consideration arise.

     The Company  encourages  all incumbent  Directors and Director  nominees to
attend each annual meeting of shareholders.  All of the incumbent  Directors and
Director  nominees  attended the Company's last annual  meeting of  shareholders
held on May 7, 2008.

     The Company has an informal  process by which  shareholders may communicate
directly with Directors.  Any communication to the Board may be mailed to Thomas
E.  Wiseman,  Lead  Director,  in care of Investor  Relations  at the  Company's
headquarters,  P.O. Box 240, Gallipolis, Ohio 45631. The mailing envelope should
contain  a  clear   notation   indicating   that  the   enclosed

                                       7


letter  is  a   "Shareholder-Board   Communication"   or   "Shareholder-Director
Communication."   There   is  no   screening   process,   and  all   shareholder
communications  that are received for the Board's attention will be forwarded to
all Directors.

Committees of the Board

     The Board of Directors has four standing  committees:  the Audit Committee,
the Compensation and Management  Succession  Committee,  the Executive Committee
and the Nominating and Corporate Governance Committee.

Audit Committee

     The Audit  Committee  is comprised  of Anna P.  Barnitz,  Steven B. Chapman
(Chairman), David W. Thomas and Lannes C. Williamson. The Board of Directors has
determined  that each member of the Audit  Committee  qualifies  as  independent
under Nasdaq  Marketplace Rules 4200(a)(15) and 4350(d)(2) as well as under Rule
10A-3 promulgated under the Exchange Act.

     The Board of Directors believes that each member of the Audit Committee has
substantial  financial  experience  and is highly  qualified to  discharge  such
member's duties. Additionally, the Board of Directors has determined that Steven
B. Chapman  qualifies as an "audit committee  financial  expert" for purposes of
Item 401(h) of SEC  Regulation  S-K based on his  training and  experience  as a
Certified  Public  Accountant.  The Board of Directors has  determined  that Mr.
Chapman is capable of (i) understanding accounting principles generally accepted
in the United States ("US GAAP") and financial  statements,  (ii)  assessing the
general  application of US GAAP in connection with the accounting for estimates,
accruals and reserves, (iii) analyzing and evaluating the Company's consolidated
financial  statements,   (iv)  understanding  internal  control  over  financial
reporting, and (v) understanding audit committee functions.

     The Audit  Committee is organized  and conducts its business  pursuant to a
written charter adopted by the Board of Directors. A current copy of the charter
of the Audit Committee is posted on the Company's website at www.ovbc.com  under
"About Us" in the Ohio Valley Banc Corp. section.  At least annually,  the Audit
Committee  reviews and  reassesses  the  adequacy of its charter and  recommends
changes to the full Board as necessary. The Audit Committee is responsible for:

o    overseeing the accounting  and financial  reporting  process of the Company
     and audits of the Company's financial statements;

o    monitoring the Company's  financial  reporting process and internal control
     system;

o    overseeing  the  certification  process  and  other  laws  and  regulations
     impacting  the  Company's  quarterly and annual  financial  statements  and
     related disclosure controls;

o    reviewing and  evaluating  the audit  efforts of the Company's  independent
     registered  public  accounting  firm and the  Company's  internal  auditing
     department;

o    providing an open avenue of communication  among the Company's  independent
     registered  public  accounting  firm,   financial  and  senior  management,
     internal auditing department and the Board of Directors;

o    appointing,  compensating and overseeing the independent  registered public
     accounting  firm  employed by the Company for the purpose of  preparing  or
     issuing an audit report or performing related work; and

o    establishing  procedures  for  the  receipt,  retention  and  treatment  of
     complaints   received  by  the  Company  regarding   accounting,   internal
     accounting controls or auditing matters.

     In addition,  the Audit Committee  reviews and  pre-approves  all audit and
permitted  non-audit services provided by the Company's  independent  registered
public accounting firm and ensures that the registered public accounting firm is
not engaged to perform the specific non-audit  services  prohibited by law, rule
or   regulation.   The  Audit   Committee   will  also   carry  out  such  other
responsibilities as may be delegated to the Audit Committee by the full Board.

     The Audit  Committee  held nine meetings  during the 2008 fiscal year.  The
Report of the Audit Committee for the 2008 fiscal year begins on page 23.

Compensation and Management Succession Committee

     The Compensation and Management Succession Committee is comprised of Robert
H.  Eastman,  Brent A. Saunders and Thomas E. Wiseman  (Chairman).  The Board of
Directors has  determined  that each member of the  Compensation  and Management
Succession  Committee  qualifies as independent  under Nasdaq  Marketplace  Rule
4200(a)(15). In addition, the Board of Directors has

                                       8


determined  that  each  member of the  Compensation  and  Management  Succession
Committee  qualifies as an "outside  director" for purposes of Section 162(m) of
the Internal Revenue Code of 1986, as amended, and as a "non-employee  director"
for purposes of Rule 16b-3 under the Exchange Act.

     The  Compensation  and  Management  Succession  Committee is organized  and
conducts  its  business  pursuant to a written  charter  adopted by the Board of
Directors.  A current  copy of the charter of the  Compensation  and  Management
Succession  Committee is posted on the Company's  website at www.ovbc.com  under
"About  Us"  in the  Ohio  Valley  Banc  Corp.  section.  The  Compensation  and
Management Succession Committee periodically reviews and reassesses the adequacy
of its  charter  and  recommends  changes  to the full Board as  necessary.  The
charter was last revised by the Board of  Directors  on February 26, 2008,  upon
recommendation of the Compensation and Management Succession Committee.

     The purpose of the Compensation and Management  Succession  Committee is to
discharge  the   responsibilities   of  the  Board  of  Directors   relating  to
compensation of the Company's Directors and executive officers and to prepare an
annual report on executive compensation for inclusion in the proxy statement for
the Company's  annual meeting of  shareholders.  The Compensation and Management
Succession  Committee will also carry out such other  responsibilities as may be
delegated to it by the full Board.

     The  Compensation  and Management  Succession  Committee is responsible for
reviewing and approving goals and objectives relevant to the compensation of the
Company's executive officers (including the Chief Executive Officer), evaluating
such executive officers'  performance in light of those goals and objectives and
determining  compensation  based  on  that  evaluation.   The  Compensation  and
Management  Succession Committee is also responsible for reviewing the Company's
incentive  compensation  programs and retirement plans, and recommending changes
to such  programs  and  plans  to the  Board  of  Directors  as  necessary.  The
Compensation and Management  Succession  Committee also reviews any severance or
other termination  arrangements to be entered into with the Company's  executive
officers.

     The  Compensation  and Management  Succession  Committee held nine meetings
during the 2008  fiscal  year.  The Report of the  Compensation  and  Management
Succession Committee on executive  compensation relating to the 2008 fiscal year
begins on page 17.

Executive Committee

     The  Executive  Committee  is  comprised  of Steven B.  Chapman,  Robert H.
Eastman, Harold A. Howe, Brent A. Saunders,  Jeffrey E. Smith (Chairman),  David
W. Thomas and Thomas E. Wiseman. The Executive Committee is authorized to act in
the intervals between meetings of the Directors on matters delegated by the full
Board.  There were four  meetings  of the  Executive  Committee  during the 2008
fiscal year.

Nominating and Corporate Governance Committee

     The Nominating  and Corporate  Governance  Committee  consists of Steven B.
Chapman,  Robert H.  Eastman  (Chairman)  and  Thomas E.  Wiseman.  The Board of
Directors  has  determined  that each  member of the  Nominating  and  Corporate
Governance  Committee  qualifies as independent  under Nasdaq  Marketplace  Rule
4200(a)(15).  The purposes of the Nominating and Corporate  Governance Committee
are to:

o    identify  qualified  candidates for election,  nomination or appointment to
     the Board and recommend to the full Board a slate of Director  nominees for
     each annual meeting of the shareholders of the Company;

o    make  recommendations  to the full Board  regarding the Directors who shall
     serve on committees of the Board; and

o    undertake such other  responsibilities as may be referred to the Nominating
     and Corporate Governance Committee by the full Board.

     The Nominating and Corporate Governance Committee is organized and conducts
its business pursuant to a written charter adopted by the Board of Directors.  A
current copy of the charter of the Nominating and Corporate Governance Committee
is posted on the Company's website at www.ovbc.com  under "About Us" in the Ohio
Valley Banc Corp.  section.  The Nominating and Corporate  Governance  Committee
periodically  reviews and  reassesses the adequacy of its charter and recommends
changes to the full Board as necessary.  The Nominating and Corporate Governance
Committee held three meetings during the 2008 fiscal year.

                                       9

Nominating Procedures

     As described  above,  the Company has a standing  Nominating  and Corporate
Governance  Committee  that has the  responsibility  to identify  and  recommend
individuals  qualified  to  become  Directors.   The  Nominating  and  Corporate
Governance  Committee  recommended the nominees for election as Directors at the
Annual  Meeting.  When  considering  potential  candidates  for the  Board,  the
Nominating  and  Corporate  Governance  Committee  strives  to  assure  that the
composition of the Board, as well as its practices and operation,  contribute to
value   creation  and  to  the   effective   representation   of  the  Company's
shareholders.  The  Nominating and Corporate  Governance  Committee may consider
those factors it deems appropriate in evaluating Director  candidates  including
experience, reputation and geographic location. Depending upon the current needs
of the  Board,  certain  factors  may be  weighed  more or less  heavily  by the
Nominating and Corporate Governance Committee. From time to time, the Nominating
and Corporate  Governance  Committee may deem it prudent to recruit  individuals
with  education  and  expertise in a specific  discipline,  such as  accounting,
finance or law.

     In  considering  candidates  for the Board,  the  Nominating  and Corporate
Governance Committee evaluates the entirety of each candidate's  credentials and
does  not  have  any  specific  minimum  qualifications  that  must  be met by a
Nominating and Corporate Governance  Committee-recommended nominee. However, the
Nominating and Corporate  Governance  Committee does believe that all members of
the Board should have the highest  character  and  integrity;  a reputation  for
working constructively with others;  sufficient time to devote to Board matters;
and no conflict of interest that would interfere with performance as a Director.
Additionally,  the Company is a  highly-regulated  institution  and all Director
candidates  are  subject to the  requirements  of  applicable  federal and state
banking laws and regulations.

     The Nominating and Corporate  Governance Committee considers candidates for
the  Board  from  any  reasonable   source,   including   recommendations   from
shareholders  and existing  Directors.  The Nominating and Corporate  Governance
Committee  does not evaluate  candidates  differently  based on who has made the
recommendation.  The  Nominating  and  Corporate  Governance  Committee  has the
authority to hire and pay a fee to  consultants or search firms to assist in the
process of identifying and evaluating candidates.  No such consultants or search
firms  have  been  used to date  and,  accordingly,  no fees  have  been paid to
consultants or search firms.

     Shareholders  may recommend  Director  candidates for  consideration by the
Nominating and Corporate  Governance  Committee by writing to Robert H. Eastman,
the  Chairman of the  Nominating  and  Corporate  Governance  Committee,  at the
Company's  executive  offices,  P.O.  Box  240,  Gallipolis,   Ohio  45631.  The
recommendation   should  give  the  candidate's  name,  age,  business  address,
residence  address,  principal  occupation  or  employment  and number of common
shares  beneficially   owned.  The  recommendation   should  also  describe  the
qualifications,  attributes,  skills  or  other  qualities  of  the  recommended
Director  candidate.  A written  statement  from the candidate  consenting to be
named as a Director  candidate  and, if  nominated  and  elected,  to serve as a
Director should accompany any such recommendation.

     Shareholders  who wish to nominate an individual for election as a Director
at an annual  meeting of the  shareholders  of the Company  must comply with the
Company's Code of Regulations  regarding  shareholder  nominations.  Shareholder
nominations  must be made in  writing  and  delivered  or  mailed  to  Robert H.
Eastman, the Chairman of the Nominating and Corporate Governance  Committee,  at
the Company's executive offices, P.O. Box 240, Gallipolis,  Ohio 45631, not less
than 14 days nor more than 50 days prior to any meeting of  shareholders  called
for the  election of  Directors.  However,  if less than 21 days'  notice of the
meeting is given to the shareholders, the nomination must be mailed or delivered
to the Chairman of the Nominating and Corporate  Governance  Committee not later
than the close of business on the  seventh  day  following  the day on which the
notice of the  meeting  was mailed to the  shareholders.  Each  nomination  must
contain  the  following  information  to the  extent  known  by  the  nominating
shareholder:  (a) the  name  and  address  of  each  proposed  nominee;  (b) the
principal  occupation of each proposed  nominee;  (c) the total number of common
shares of the Company that will be voted for each proposed nominee; (d) the name
and residence  address of the nominating  shareholder;  (e) the number of common
shares of the Company beneficially owned by the nominating shareholder;  and (f)
any other  information  required to be  disclosed  with respect to a nominee for
election as a Director under the proxy rules promulgated under the Exchange Act.
Nominations not made in accordance  with the Company's Code of Regulations  will
not be considered.

                                       10



                COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

         The following are the executive officers of the Company:

                                                  Position(s) Held with the Company                            Business
Name                     Age                       and its Principal Subsidiaries                             Experience
----                     ---                      ---------------------------------                           ----------
                                                                                                     
Jeffrey E. Smith          59    President and Chief Executive Officer of the Company and the Bank since    Commercial banker
                                2000; Chairman of the Executive Committee of the Company and the Bank      for 36 years
                                since 2000.

Scott W. Shockey          39    Vice President and Chief Financial Officer of the Company and Senior       Commercial banker
                                Vice President and Chief Financial Officer of the Bank since December      for 16 years
                                2004; Assistant Treasurer of the Company from April 2001 to December
                                2004; and Vice President and Chief Financial Officer of the Bank from
                                April 2001 to December 2004.

Katrinka V. Hart          50    Senior Vice President and Risk Management Officer of the Company since     Commercial banker
                                2004; Executive Vice President and Risk Management Officer of the Bank     for 29 years
                                since 2003.

E. Richard Mahan          63    Senior Vice President and Chief Credit Officer of the Company and          Commercial banker
                                Executive Vice President and Chief Credit Officer of the Bank since        for 35 years
                                December 2007; Senior Vice President and Secretary of the Company from
                                April 2000 to December 2007; and Executive Vice President and Secretary
                                of the Bank from April 2000 to December 2007.

Larry E. Miller, II       44    Senior Vice President and Secretary of the Company and Executive Vice      Commercial banker
                                President and Secretary of the Bank since December 2007; Senior Vice       for 22 years
                                President and Treasurer of the Company from April 2000 to December 2007;
                                and Executive Vice President and Treasurer of the Bank from April 2000
                                to December 2007.

                      Compensation Discussion and Analysis

Overview of Compensation Program

     The  executive  officers of the Company  receive no  compensation  from the
Company.  Instead,  they are paid by the Bank  for  services  rendered  in their
capacities as executive officers of the Bank.

     The Compensation  and Management  Succession  Committee (the  "Compensation
Committee")  is  responsible  for reviewing and approving  goals and  objectives
relevant to the compensation of the Company's  executive officers (including the
named executive  officers),  evaluating such executive officers'  performance in
light of those goals and objectives and determining  compensation  based on that
evaluation.  As part of that responsibility,  the Compensation Committee reviews
the Company's bonus program as well as retirement  plans and recommends  changes
to such  programs  and  plans  to the  Board  of  Directors  as  necessary.  The
Compensation Committee does not believe the goals and objectives relevant to the
compensation of the Company's  executive  officers incent  excessive risk taking
that would  threaten  the  institution's  value.  The Company  continues to face
numerous risks, as do all institutions, which could threaten its value. The most
prominent of these risks are liquidity,  credit,  interest  rate,  strategic and
reputational  risk.  The  Compensation  Committee  believes the risk  management
controls  currently in place in conjunction with performance goals that properly
balance earnings growth and asset quality effectively address the risks inherent
in the current economic  environment.  Although the Compensation  Committee also
has responsibility for reviewing any severance or other termination arrangements
to be entered into with the Company's executive officers, there are currently no
such arrangements.

Management's Role in Compensation Decisions

     While the Committee makes all  compensation  decisions  regarding the named
executive  officers,  the Committee utilizes data and reports as required by the
wage and salary  administration  plan described  elsewhere in this  Compensation
Discussion  and  Analysis.  Some  of this  data  is  prepared  or  assembled  by
management  and  includes,  but is not limited to, peer  analysis of  comparable
financial  industry  job  grades,   cost  of  living   adjustments,   and  total
compensation  benchmarking  primarily  for Ohio and the  Midwest  Region  of the
United States. Our Chief Executive Officer works with the Compensation Committee
Chair in establishing the agenda for Compensation  Committee meetings. The Chief
Executive  Officer  regularly  attends  meetings  briefing the  Committee on the
Company's overall performance. With respect to developing compensation packages,
annually the Chief  Executive  Officer reviews the performance of each executive
officer  (excluding his own) by comparing  results achieved to established goals
as well as the overall  performance of the Company as compared to Board approved
corporate  performance goals. This data, along with salary data derived from the
Company's  wage  and  salary   administration   plan,  are  the  bases  for  his
recommendations  to the Committee with respect to the  compensation of the other
executive officers, including base salary adjustments and annual bonus payments.
The Committee considers the Chief Executive  Officer's  recommendations and uses
its own  discretion in making the final  compensation

                                       11


decisions.  The Committee  regularly  conducts executive  sessions,  without the
presence of  management,  in  fulfilling  its  responsibilities  pursuant to its
charter.

Compensation Philosophy and Objectives

     The objectives of the compensation programs of the Company and the Bank are
that:

o    compensation of the Company's executive officers and non-executive officers
     should be directly linked to corporate operating performance; and

o    executive  officers  and  non-executive  officers  should  receive fair and
     equitable  compensation for their respective levels of  responsibility  and
     supervisory authority compared to their peers within the Company as well as
     their peers within the financial services industry.

     In 1993, the Company adopted a comprehensive wage and salary administration
plan  for  the  Company  and its  subsidiaries  to be  used  for all  employees,
including  executive  officers.  That plan consists of a job grading process for
all jobs in the Company, a performance  appraisal process,  and a periodic total
compensation  benchmarking  process to determine  compensation market ranges for
all job grades. The components of this plan apply to both executive officers and
non-executive  officers. The Company believes that it is essential to attracting
and  retaining   qualified   officers  in  its  industry  that  compensation  be
competitive with that of other companies within the industry.  Further, in order
to  motivate  such  individuals  to  perform to the best of their  abilities  in
furthering  the  Company's  goals,  the Company also  believes  there must be an
opportunity for such officers to benefit  personally from increased  efforts and
the Company's achievement of its goals.

     Over the  years,  the  Company  has  retained  Crowe  Horwath  LLP  ("Crowe
Horwath")  to  update  the  benchmarking  information.   In  2007,  the  Company
benchmarked  the pay  range  for base  salary  and  bonus  established  for each
position  using  the  services  of  Crowe   Horwath.   The  2007  Crowe  Horwath
Comprehensive and Midwest Financial  Institutions Surveys, the Economic Research
Institute salary database, the Watson Wyatt Financial Institutions  Compensation
Survey  (commercial banks category) and the 2006 proxy data from a peer group of
ten companies were used in the benchmarking analysis. The selection criteria for
inclusion in the peer group were as follows:  total assets between $675 and $850
million,  located in the Midwest Region with comparable  performance  metrics in
return on assets,  return on equity,  net interest margin and efficiency  ratio.
The companies which met the aforementioned criterion were:

 Ames National Corporation                 Team Financial, Inc.
 First Financial Service Corporation       First Citizens Banc Corp
 Community Bank Shares of Indiana, Inc.    MidWestOne Financial Group, Inc.
 First Business Financial Services, Inc.   BNCCORP, Inc.
 Monroe Bancorp                            Northern States Financial Corporation

     The benchmarking  analysis  also  included data gathered from the following
employers in the Company's immediate market area:

 City National Bank
 Oak Hill Financial, Inc.
 Farmers Bank and Savings Company
 Holzer Clinic
 University of Rio Grande

     These employers in the Company's immediate market area were chosen based on
the economic  impact of the institution as well as the size of the employee base
in the Gallia and Jackson  County,  Ohio and Mason County,  West Virginia market
areas. The Crowe Horwath Comprehensive survey included 63 financial institutions
with $500 million to $1 billion in assets  located in twelve  states east of the
Mississippi  River.  The  Crowe  Horwath  Midwest  survey  is a  subset  of  the
Comprehensive survey and included 28 financial institutions located primarily in
Ohio,  Michigan,  Indiana and  Illinois.  From the Economic  Research  Institute
salary  database,  which  has  information  from a  collection  of  compensation
surveys,  Crowe Horwath used  information  designated  by the Economic  Research
Institute as reflecting  individuals  (administrative and professional ) who had
held their positions for three years at commercial banks with a Huntington, West
Virginia, database location. The 2007 Watson Wyatt Financial Institutions Survey
included  commercial banks across the United States.  Except as noted above, the
Compensation  Committee  did not  have  access  to the  names  of the  companies
included in any of these surveys,  but based its decision to use the survey data
on the belief that institutions  meeting the survey criteria had similarities to
the Company in terms of  location  (Ohio,  Michigan,  Indiana,  Illinois,  Iowa,
Wisconsin

                                       12


and West  Virginia);  size (total assets greater than $500 million);  and market
populations  (markets with  populations of less than  100,000),  which made such
institutions appropriate for purposes of maintaining competitive compensation.

     Range  midpoints  from the  surveys  were  averaged  to  determine a common
midpoint for each range.  The Company  adjusted its existing range  midpoints to
within +/- 10% of the benchmark project output, thereby creating a new range for
each position for 2008 compensation.  Then, the Compensation  Committee used two
Crowe Horwath  Compensation  surveys in combination with individual  performance
appraisals  to determine  the base  salaries to be paid to each named  executive
officer within the established range. The Compensation Committee desires to have
total  compensation  for each  officer in the range,  rather  than just the base
salary.

     Finally,  the Company's base salaries for 2008 were determined based on the
personal  performance  evaluation  of  each  employee  and the  position  of the
employee's  expected total salary and bonus compensation  within the established
range.

     Based on the  benchmarking  and salary  adjustment  process,  the following
ranges of salary and bonus for the named executive officers were established:

-------------------------- -------------------- -------------------
Name                          Salary Range         Bonus Range
-------------------------- -------------------- -------------------
Jeffrey E. Smith           $153,525 - 316,826    $19,009 - 73,933
-------------------------- -------------------- -------------------
Scott W. Shockey             58,053 - 121,826     14,456 - 43,169
-------------------------- -------------------- -------------------
Katrinka V. Hart            117,853 - 234,998     15,841 - 49,896
-------------------------- -------------------- -------------------
E. Richard Mahan            117,853 - 234,998     15,841 - 49,896
-------------------------- -------------------- -------------------
Larry E. Miller, II         117,853 - 234,998     15,841 - 49,896
-------------------------- -------------------- -------------------

     The Compensation  Committee  annually  conducts a performance  appraisal to
evaluate the performance of Mr. Smith and the other named executive  officers in
achieving  the  expected  requirements  of their jobs based on the  following 10
specific criteria (the "Evaluation Criteria"): 1) job knowledge-information,  2)
priority setting,  3) delegation of duties, 4) decisiveness,  5) creativity,  6)
written and oral communication,  7) initiative and adaptability, 8) teamwork and
open-mindedness,  9) work efficiency and  follow-through,  and 10) goal setting.
The evaluation  conducted by the Compensation  Committee  assesses the executive
officers'  performance in each of the 10 criteria on a range from 1, the lowest,
to 5, the highest, in increments of .25. The higher an officers'  performance on
the 10  criteria,  the  higher  the  officer  will be paid  within the pay range
established through the benchmarking process.

     The Compensation Committee seeks to utilize four components (a base salary,
a bonus, retirement plans, and insurance benefits) in the Company's compensation
program to insure that  employees who are performing  "as expected"  will,  over
time, be compensated in the middle one-third of the respective  market range for
similar jobs in the financial  services  industry.  An employee  starting in the
lower one-third of a pay range who performs  "better than expected" will move to
the middle  one-third  of the pay range faster than an employee who performs "as
expected."

     The Company has no policy for allocating  between  long-term and short-term
compensation or allocating  between cash and non-cash  components,  although the
bonus  program does take into account both  long-term and  short-term  goals and
performance of the Company.

Executive Compensation Components and Analysis

     The  components of the  compensation  program are: a base salary,  a bonus,
retirement plans and insurance benefits. Other than the employee stock ownership
plan, the Company has no equity-based compensation plans.

         Base Salary

     The objective of the base salary component of the cash compensation plan is
to provide predictable and reliable cash compensation  sufficient to attract and
retain motivated officers and to recognize and reward individual performance. In
fulfilling that objective the Compensation Committee desires that each employee,
including  the named  executive  officers,  who achieves an overall  performance
evaluation of "3" (as expected),  should receive base salaries  within +/-10% of
the midpoint of the marketplace range.

     Using the survey  information  described  above,  and based on their annual
performance  appraisal  and the position of their  expected  total  compensation
within the marketplace range, the base salaries for the named executive officers
were increased an average of 4.71%, plus an amount necessary to be within +/-10%
of the benchmark  compared to 2007.  Each of the named  executive  officers was,
prior to such adjustments,  receiving total  compensation in the lower one third
of the marketplace range established from the surveys.

                                       13


         Bonuses

     The objectives of the bonus component of the Company's compensation program
are to: (a)  motivate  executive  officers and other  employees  and reward such
persons  for the  accomplishment  of both  annual  and long  range  goals of the
Company and its  subsidiaries,  (b) reinforce a strong  performance  orientation
with  differentiation and variability in individual awards based on contribution
to long-range business results and (c) provide a fully competitive  compensation
package  which will  attract,  reward,  and retain  individuals  of the  highest
quality.  All employees of the Company's  subsidiaries  holding positions with a
pay grade of 8 or above  are  eligible  to  participate  in the  Bonus  Program,
including all subsidiaries' executive officers.

     Bonuses  payable to  participants in the Bonus Program are based on (a) the
performance of the Company and its  subsidiaries  as measured  against  specific
performance targets;  (b) each employee's  individual  performance;  and (c) the
marketplace range of compensation for employees holding comparable positions. At
the  beginning of each fiscal year,  the  Compensation  Committee  sets specific
performance  targets for the Company and its subsidiaries based on a combination
of some or all of a number of  performance  criteria set forth in the  Company's
strategic  plan. The  Compensation  Committee may establish two sets of targets,
one set of which is higher and less  likely to be  achieved,  referred to as the
"annual  bonus  targets".  A second  set,  referred  to as the "long range bonus
targets" is more likely to be achieved.  The targets are based on one or more of
the following performance criteria:  net income, net income per share, return on
assets,   return  on  equity,  asset  quality  (as  measured  by  the  ratio  of
non-performing loans to total loans and non-performing  assets to total assets),
and  efficiency  ratio.  It is the  objective of the  Compensation  Committee to
establish  goals that are  "reaching"  but  "reachable".  The  Committee may not
consider the goals to be of equal weight,  but, in the  aggregate,  it considers
them to be fundamental metrics which are important to the long-term  performance
of the  Company  and which,  at the same time,  do not expose the  Company,  nor
incent the  employees to  undertake,  excessive  risks which would  threaten the
Company's  long-term  value. At the end of the fiscal year, the aggregate amount
available  for the  payment  of a bonus,  if any at all,  is  determined  by the
Company's Board of Directors upon  recommendation of its Compensation  Committee
based on an evaluation of the accomplishment of the performance targets. A bonus
may be paid at the end of the year without  targets  having been  established or
achieved.  No officer or employee  has any right to the payment of a bonus until
the Board of Directors has exercised its  discretion to award one and the amount
to be paid to each person has been determined and announced.

     Once the aggregate amount of the bonus pool is determined, individual bonus
awards are determined through a formula that applies each employee's performance
evaluation  score to a "bonus grid",  reflecting the  individual  employee's job
grade, the market place range of compensation for that job grade, and individual
job performance using the Evaluation  Criteria  referenced above.  Employees are
evaluated  by their  supervisors,  except for the  executive  officers,  who are
evaluated by the Compensation Committee of the Company's Board of Directors. The
Company's  Board of  Directors  approves  the bonuses  payable to the  executive
officers  under  the  Bonus  Program  based  upon  the   recommendation  of  the
Compensation Committee.

     At the end of 2008,  the  Compensation  Committee  recommended  to the full
Board of Directors, and the full Board of Directors determined, to award bonuses
reflecting a 16.33%  increase  from the total bonus  amount paid in 2007,  based
upon the fact that the Company's  earnings per share and net income increased by
16.4% and 13.2% respectively  compared to the Company's  performance in 2007. As
stated earlier in this discussion,  the Compensation  Committee may not consider
the  performance  goals of  equal  weight.  In late  2008,  when  the  Committee
considered the overall performance of the Company, it evaluated the following:

---------------------------------- ------------- ------------- -----------------
                                        Goal         Actual     Change from 2007
----------------------------------- ------------- ------------- ----------------
Earnings                              $7,585,000    $7,128,000            +13.2%
----------------------------------- ------------- ------------- ----------------
Earnings per share                         $1.86         $1.77            +16.4%
----------------------------------- ------------- ------------- ----------------
Return on assets                            .98%          .91%            +11.0%
----------------------------------- ------------- ------------- ----------------
Return on equity                          12.33%        11.62%            +11.7%
----------------------------------- ------------- ------------- ----------------
Non-performing loans/total loans            .80%          .84%              +47%
----------------------------------- ------------- ------------- ----------------
Non-performing assets/total assets          .80%         1.28%             +156%
----------------------------------- ------------- ------------- ----------------
Efficiency ratio                          62.00%        62.51%             -5.4%
----------------------------------- ------------- ------------- ----------------

     The Committee considered that, while the 2008 performance targets were very
aggressive  and none of the seven were  achieved,  the 2008 results  compared to
2007  represented a significant  improvement in five of the seven  targets,  the
non-performing  loans/total loans and non-performing  assets/total  assets being
the  only  exceptions.   Although  asset  quality   declined,   as  measured  by
non-performing  loans/total loans and  non-performing  assets/total  assets, the
Committee deemed the asset quality as acceptable,  particularly in consideration
of the significant challenges facing the financial industry and economy in 2008.

                                       14

The Committee  placed  particular  emphasis on the increase in both earnings and
earnings  per share in its  decision to  increase  the  aggregate  bonus pool by
16.33%.  The named executive  officers'  respective  performance  appraisals and
position in the marketplace  range as described above  determined each officer's
share of the bonus pool for 2008 as reported in the Summary  Compensation  Table
on Page 18.

     In 2000,  the  Compensation  Committee  recommended  to the  full  Board of
Directors,  and the full Board of Directors determined to increase base salaries
with an expectation that any bonus, if and when  determined,  would constitute a
smaller percentage of total  compensation.  Again in late 2008, the Compensation
Committee  assessed the size of the annual  performance  bonus relative to total
compensation  and recommended to the full Board of Directors that base salaries,
effective in January  2009,  be  increased  with an  expectation  that any bonus
declared  at the end of 2009  would  constitute  a smaller  percentage  of total
compensation. The full Board of Directors approved this action in order to align
base  compensation  more closely with industry norms thereby making it easier to
attract and recruit talented employees.

Executive Retirement Plans

     The Board of Directors has established  several  retirement plans, in order
to both  provide  competitive  compensation  arrangements  to  attract  talented
employees, and also to provide a valuable incentive to retain talented employees
once  employed.   Management  expects  that  the  plans  not  funded  by  annual
contributions  will be funded by bank owned life insurance  policies  previously
purchased on the lives of all directors and certain officers of the Company. The
Board of Directors  decided in 1996 to invest in life  insurance  contracts as a
means to offer  supplemental  executive  retirement  plans  for  certain  of its
officers,  including the named executive  officers.  These  nonqualified  plans,
described  below,  offer an additional  level of  confidence  that the executive
officers, including the named executive officers, can focus exclusively on their
responsibilities  as  executive  officers  during  their  working  lives and can
maintain a reasonable standard of living in retirement.

     Executive Deferred  Compensation Plan. The Company maintains a nonqualified
executive  deferred  compensation plan for all the Company's  executive officers
and certain other officers. The deferred compensation plan is strictly voluntary
and  participants  in the plan,  upon reaching age 65, are eligible to receive a
distribution  of  their  contributions,   plus  accrued  interest  earned  at  a
designated rate on reinvestment of the contributions. In 2008, the rate paid was
6%. If a participant dies before reaching age 65 and the participant  qualifies,
the distribution will be made to the participant's  designated beneficiary in an
amount equal to what the participant  would have  accumulated if the participant
had reached age 65 and had  continued  to make  contributions  to the plan.  The
Company  believes  that the cost of  providing  the  benefit  will be  offset by
earnings on life insurance contracts associated with the benefit.

     Supplemental   Executive   Retirement   Plan.   The  Company   maintains  a
nonqualified supplemental executive retirement plan (the "SERP"), titled "Salary
Continuation Agreement", for certain of its executive officers. Participation in
the SERP is at the  discretion  of the Board and is designed to  supplement  the
retirement  benefits of such  participants.  Currently,  Jeffrey E. Smith is the
only executive  officer who  participates in the SERP. The amount of Mr. Smith's
annual benefit is $117,100 if Mr.  Smith's  employment is terminated on or after
age 65 for any reason  other than  termination  for "cause".  Cause  consists of
gross  negligence,  gross  neglect  of duty,  commission  of a  felony  or gross
misdemeanor  involving  moral  turpitude,  or fraud,  disloyalty,  dishonesty or
willful  violation  of any  law  or  significant  Company  policy  committed  in
connection with Mr. Smith's employment and resulting in an adverse effect on the
Company.

     If Mr.  Smith's  employment  is terminated  other than for cause,  or other
involuntary  non-disability  early  termination  before  normal  retirement  age
(because Mr. Smith is eligible for early  retirement),  the Company will pay Mr.
Smith an amount  determined  by  calculating  a 20-year  fixed  annuity from the
Company's  accrued  liability,  crediting  interest on the unpaid  balance at an
annual rate of 6%, compounded monthly. The payments would be made monthly for 20
years.

     In the event of Mr. Smith's involuntary termination other than after normal
retirement age or due to death,  disability or cause,  the amount payable is the
accrued  liability  based on Mr. Smith's  compensation  for the plan year ending
immediately prior to the date in which termination  occurs,  which is determined
calculating a 20-year fixed annuity from the accrual balance, crediting interest
on the  unpaid  balance  at an annual  rate of 6  percent,  compounded  monthly.
Payments would be made monthly for 20 years.

     As referenced  above,  the Board of Directors  elected to offer the plan to
permit the Chief  Executive  Officer's  exclusive  focus on the  day-to-day  job
responsibilities  of being a CEO with an expectation of a reasonable standard of
living at retirement.

     Director  Retirement  Plan.  Participants in the Director  Retirement Plan,
upon  reaching age 70, are eligible to receive 50% of the three (3) prior years'
average total Directors' compensation. The benefit is payable for 120 months for
Directors  with 10 years of service  or less.  The  benefit  is payable  for 240
months for  Directors  with more than 10 years of  service.  If a Director  dies

                                       15

during  active  service,  payment  will  be made  to the  Director's  designated
beneficiary  in an amount equal to what the Director would have received had the
Director  reached age 70,  except the benefit term will be reduced to 60 months.
If the Director dies during the payment of benefits, payment will be made to the
Director's  designated  beneficiary  for the lesser of the remaining  term or 60
additional  months.  The Company believes that the cost of providing the benefit
will be offset by  earnings  on life  insurance  contracts  associated  with the
benefit.  As a  Director,  Jeffrey E.  Smith is a  participant  in the  Director
Retirement  Plan.  If Mr. Smith had retired at December  31,  2007,  his monthly
payment  would have been $806 for 240 months.  If he had died on that date,  his
monthly benefit would have been $806 for 60 months. The Board of Directors began
the Director Retirement Plan in 1996 to encourage an age certain retirement date
for Board members as a method of planning Director succession.

Executive  Life  Insurance.  In  addition to optional  life  insurance  that the
Company makes available to all employees,  the Company  maintains life insurance
on four of the named executive officers of the Company on which the Company paid
the entire premium upon purchase.  The Company is the sole owner of each policy,
but the Company has entered into an agreement with each named executive  officer
agreeing to provide to such officer's  designated  beneficiary from the proceeds
of the  policy an  amount  equal to the  lesser  of (a) two times the  officer's
highest total annual compensation  during any calendar year,  including the year
of the officer's death, or (b) the face amount of the life insurance policy. The
Company agrees not to sell,  surrender or transfer the policy without giving the
officer the option to purchase  the policy for the cash  surrender  value of the
policy.

     The following  table sets forth the amount that would have been payable for
each named executive officer covered by Executive Life Insurance at December 31,
2008:
-------------------------- -----------------------
                                 Benefit at
Name                         December 31, 2008
-------------------------- -----------------------
Jeffrey E. Smith                 $479,884
-------------------------- -----------------------
Katrinka V. Hart                  291,812
-------------------------- -----------------------
E. Richard Mahan                  280,000
-------------------------- -----------------------
Larry E. Miller, II               291,812
-------------------------- -----------------------

Director Life Insurance.  The Company  maintains a life insurance policy for all
Directors,  with a death  benefit of two times annual  Director  fees at time of
death  reduced by 35% at age 65 and 50% at age 70. The life  insurance  policies
terminate  upon  retirement.  Mr.  Smith as an employee of a  subsidiary  of the
Company,  is excluded from this benefit  under the terms of the Company's  group
term life insurance program.

Retirement Plans for All Employees

     Profit Sharing  Retirement  Plan. The Company  sponsors a qualified  Profit
Sharing Retirement Plan for all of its employees,  including the named executive
officers.  Each  employee who is at least 21 years of age, has  completed  1,000
hours  and one year of  service  to the  Company  and its  subsidiaries,  and is
employed on the last day of the plan year is  qualified  to  participate  in the
Profit Sharing Retirement Plan. The Board of Directors  determines the amount to
contribute to the Profit Sharing Retirement Plan each December in its discretion
based  on  the  performance  and  financial   condition  of  the  Company.   The
Compensation  Committee  has  traditionally  considered  1.75% of total  Company
payroll as a  reasonable  contribution  rate for the Profit  Sharing  Retirement
Plan. In December  2008,  the Board of Directors  voted to use that same rate to
contribute  $186,676 to the Plan. Each participant  received a pro rata share of
this  contribution as well as a pro rata share of reallocated  forfeitures (such
pro  rata  share,  in  each  case,  based  upon  such   participant's   eligible
compensation).  The named executive officers' share of the 2008 contribution and
reallocated  forfeitures is reported in the Summary  Compensation  Table on page
18.

     401(k)  Retirement Plan. The Company sponsors a qualified 401(k) Plan under
the Profit Sharing Retirement Plan.  Participants'  qualifications are identical
to those of the Profit Sharing Retirement Plan. In cases where participants made
deferrals to the 401(k) Plan, the Company made a matching  contribution equal to
25% of the amount deferred by each employee,  up to a maximum deferral amount of
5% not to exceed 1.25% of the participant's eligible plan compensation under the
401(k) Plan. The named executive  officers' share of the 2008  contribution  and
reallocated  forfeitures is reported in the Summary  Compensation  Table on page
18.

     Employee  Stock  Ownership  Plan.  The Company  sponsors an Employee  Stock
Ownership  Plan  (the  "ESOP")  for all of its  employees,  including  the named
executive  officers.  Participant  qualifications  are identical to those of the
Profit Sharing Retirement Plan. The Board of Directors  determines the amount to
contribute to the ESOP each December in its discretion  based on the performance
and  financial  condition  of  the  Company.  The  Compensation   Committee  has
traditionally  considered  3.50%  of  total  company  payroll  as  a  reasonable
contribution  rate for the Employee Stock  Ownership Plan. In December 2008, the
Board of  Directors  voted to use that same rate to  contribute  $373,351 to the

                                       16

ESOP. Each participant's  share of contributions and reallocated  forfeitures is
also  identical  to those of the  Profit  Sharing  Retirement  Plan.  The  named
executive officers' share of the 2008 contributions and reallocated  forfeitures
is reported in the Summary Compensation Table on page 18.

Other Benefits

     Executive  officers of the Company also receive  benefits  available to all
employees,  including group term life insurance,  health  insurance,  short- and
long-term  disability,  flexible  compensation/cafeteria  plan and optional life
insurance.

     The decision-making  process and compensation philosophy of the Company and
the Bank were considered by the  Compensation  Committee when  determining  2008
compensation  for the named executive  officers of the Company and the Bank. The
Compensation  Committee  believes  that the  compensation  earned  by the  named
executive  officers in 2008 was fair and reasonable when compared with executive
compensation levels in the banking industry as reported in the marketplace range
developed.

Tax Deductibility of Compensation

     Section  162(m) of the  Internal  Revenue  Code  generally  disallows a tax
deduction to public corporations for non-qualifying compensation in excess of $1
million paid to covered persons in any fiscal year.  Neither the Company nor the
Bank has a policy  requiring that all compensation in 2008 and thereafter to the
covered officers be deductible under Section 162(m).  The Boards of Directors of
both companies do, however,  consider  carefully the after-tax cost and value to
the Company and the Bank of all  compensation.  The Board of Directors  believes
that all compensation paid to covered persons in 2008 was fully deductible.


             COMPENSATION AND MANAGEMENT SUCCESSION COMMITTEE REPORT

     The  Compensation  and  Management  Succession  Committee  has reviewed and
discussed  this   Compensation   Discussion  and  Analysis  with  the  Company's
Management. Based on this review and discussion, the committee recommends to the
Board of Directors that the Compensation  Discussion and Analysis be included in
the Company's proxy statement and Annual Report on Form 10-K.

Submitted by:
Compensation and Management Succession Committee Members

Thomas E. Wiseman, Chairman
Robert H. Eastman
Brent A. Saunders

                                       17

                       Summary Compensation Table for 2008

     The following table summarizes the total  compensation paid to or earned by
each of the named  executive  officers for the three fiscal years ended December
31, 2008:


----------------------------- ------- ------------ ---------- -------- -------- ------------- -------------- -------------- --------
          Name and             Year     Salary       Bonus    Stock    Option    Non-Equity     Change in      All Other    Total
     Principal Position                 ($) (1)     ($) (2)   Awards   Awards    Incentive       Pension     Compensation     ($)
                                                                ($)      ($)        Plan        Value and       ($) (4)
                                                                                Compensation  Nonqualified
                                                                                    ($)         Deferred
                                                                                              Compensation
                                                                                                Earnings
                                                                                                 ($) (3)
            (a)                (b)        (c)         (d)       (e)      (f)        (g)            (h)            (i)         (j)
----------------------------- ------- ------------ ---------- -------- -------- ------------- -------------- -------------- --------
                                                                                                 
Jeffrey E. Smith               2008   $178,260(5)    $73,228    --       --          --            $104,229        $21,345  $377,062
   President and               2007    170,802(5)     55,553    --       --          --              97,766         19,344   343,465
   Chief Executive Officer     2006    165,481(5)     43,307    --       --          --              92,243         18,146   319,177
----------------------------- ------- ------------ ---------- -------- -------- ------------- -------------- -------------- --------
Scott W. Shockey               2008        61,012     42,347    --       --          --            --                8,745   112,104
   Vice President and          2007        58,340     36,131    --       --          --            --                8,145   102,616
   Chief Financial Officer     2006        48,378     32,163    --       --          --            --                6,664    87,205
----------------------------- ------- ------------ ---------- -------- -------- ------------- -------------- -------------- --------
Katrinka V. Hart               2008       100,969     48,947    --       --          --            --               12,812   162,728
   Senior Vice President and   2007        89,658     41,054    --       --          --            --               10,993   141,705
   Risk Management Officer     2006        74,304     33,814    --       --          --            --                9,135   117,253
----------------------------- ------- ------------ ---------- -------- -------- ------------- -------------- -------------- --------
E. Richard Mahan               2008       100,790     49,421    --       --          --            --               12,825   163,036
   Senior Vice President       2007        89,658     41,452    --       --          --            --               11,017   142,127
   and Chief Credit Officer    2006        74,794     33,814    --       --          --            --                9,363   117,971
----------------------------- ------- ------------ ---------- -------- -------- ------------- -------------- -------------- --------
Larry E. Miller, II            2008       100,969     48,947    --       --          --            --               13,434   163,350
   Senior Vice President       2007        89,658     41,054    --       --          --            --               11,601   142,313
   and Secretary               2006        74,304     33,814    --       --          --            --               10,029   118,147
----------------------------- ------- ------------ ---------- -------- -------- ------------- -------------- -------------- --------

(1)  Base salaries for the named executive officers are described on page 13.

(2)  Bonuses for the named executive officers are described on page 14.

(3)  The amounts in column (h) reflect the change in the actuarial present value
     of Mr. Smith' s benefits under the Supplemental  Executive  Retirement Plan
     and the Director Retirement Plan, each of which is described on page 15, as
     follows:

         ---------- ---------------------------- -----------------------------
                           Increase in                  Increase in
                     Actuarial Present Value of    Actuarial Present Value of
                               SERP                 Director Retirement Plan
         ---------- ---------------------------- -----------------------------
            2008             $100,991                      $3,238
         ---------- ---------------------------- -----------------------------
            2007               95,124                       2,642
         ---------- ---------------------------- -----------------------------
            2006               89,597                       2,646
         ---------- ---------------------------- -----------------------------

(4)  The amount shown in column (i) reflects for each named executive officer:

o    Company contributions and reallocated  forfeitures under the Profit Sharing
     Retirement Plan, which is described on page 16.
o    Company  contributions  and reallocated  forfeitures under the 401(k) Plan,
     which is  provided  for under the  Profit  Sharing  Retirement  Plan and is
     described on page 16.
o    Company contributions and reallocated  forfeitures under the Employee Stock
     Ownership Plan, which is described on page 16.
o    Board  designated  Christmas Gift paid to all employees in December of each
     year in an amount equal to two weeks of the base salary of the employee.
o    Instructor  Fees for teaching a class to employees,  and Service Awards for
     being employed by the Bank for a certain number of years.

(5)  Includes  Director's fees received by Mr. Smith totaling $18,900 in each of
     2008, 2007 and 2006.

                                       18

                            Pension Benefits for 2008

     The following table shows the present value of accumulated benefits payable
to the only named executive officer who received pension benefits in 2008:


-------------------------- --------------------------------- --------------------- ----------------------- -------------------------
           Name                       Plan Name                Number of Years       Present Value of        Payments During Last
                                                               Credited Service     Accumulated Benefit          Fiscal Year
                                                                     (#)                   ($)                       ($)
           (a)                           (b)                         (c)                   (d)                       (e)
-------------------------- --------------------------------- --------------------- ----------------------- -------------------------
                                                                                                
Jeffrey E. Smith           SERP                                       12                $623,404                     --
                           Director Retirement Plan                   12                  22,184                     --
-------------------------- --------------------------------- --------------------- ----------------------- -------------------------

     Descriptions  of the SERP and the  Director  Retirement  Plan are set forth
under the headings "Compensation  Discussion and Analysis - Executive Retirement
Plans - Supplemental Executive Retirement Plan" and "Compensation Discussion and
Analysis - Executive  Retirement  Plans - Director  Retirement Plan" on page 15.
The present  value of  accumulated  benefits  under the two plans is  calculated
based upon the discounted  present value of payments for 20 years  discounted by
6% per year.

     If Mr. Smith were to retire  during  2009,  he would be eligible to receive
early retirement benefits under the SERP in the amount of $53,595 annually. This
benefit would be payable in equal monthly installments over 240 months.


                   Nonqualified Deferred Compensation for 2008

     The following table describes the  nonqualified  deferred  compensation for
the named  executive  officers who  participated.  A description of the Deferred
Compensation Plan is set forth under the headings  "Compensation  Discussion and
Analysis - Executive Retirement Plans - Executive Deferred Compensation Plan" on
page 15.


------------------------------------------------------------------------------------------------------------------------------------
        Name              Executive            Registrant        Aggregate Earnings         Aggregate          Aggregate Balance
                       Contributions in     Contributions in         in Last FY           Withdrawals/            at Last FYE
                           Last FY               Last FY                 ($)              Distributions               ($)
                             ($)                   ($)                                         ($)
        (a)
                           (b) (1)                 (c)                   (d)                   (e)                    (f)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      
Jeffrey E. Smith           $10,000                 --                  $10,665                 --                    $198,219
------------------------------------------------------------------------------------------------------------------------------------
Scott W. Shockey             5,000                 --                      963                 --                      21,913
------------------------------------------------------------------------------------------------------------------------------------
Katrinka V. Hart            10,000                 --                    5,475                 --                     106,530
------------------------------------------------------------------------------------------------------------------------------------
E. Richard Mahan            10,000                 --                    9,719                 --                     181,512
------------------------------------------------------------------------------------------------------------------------------------


(1)  Amounts represented in column (b) are included in column (c) of the Summary
     Compensation Table on page 18.


Post-termination or Change in Control Compensation

     Neither  the Company nor any of its  subsidiaries  has  executed a separate
employment,  severance or change in control  agreement with any of the executive
officers of the Company.

     Certain  compensation  plans  provide  benefits  payable upon  termination.
Benefits  payable to the named  executive  officers upon  termination  under the
Executive   Deferred   Compensation   Plan  are  described   under  the  heading
"Compensation  Discussion and Analysis - Executive  Retirement Plans - Executive
Deferred  Compensation Plan" and in the Nonqualified  Deferred Compensation Plan
table on page 19. Benefits  payable to Mr. Smith under the SERP and the Director
Retirement  Plan are described  under the heading  "Compensation  Discussion and
Analysis - Executive Retirement Plans - Supplemental  Executive Retirement Plan"
on page 15 and  under  the  heading  "Compensation  Discussion  and  Analysis  -
Executive  Retirement  Plans - Director  Retirement Plan" on page 15 and are set
forth  in the  Pension  Benefits  table on page 19.  Benefits  payable  to named
executive  officers  under  executive and director life  insurance  policies are
described  under the heading  "Compensation  Discussion and Analysis - Executive
Life  Insurance"  and  "Compensation  Discussion  and  Analysis - Director  Life
Insurance" on page 16.

                                       19

     Regardless of the manner in which a named  executive  officer's  employment
terminates, the officer will be entitled to receive amounts earned during his or
her employment under the Profit Sharing Retirement Plan, the 401(k) Plan and the
ESOP.  Named executive  officers will also be entitled to benefits upon death or
disability  under group plans  available to all  employees of the Company or the
Bank.

Director Compensation

     All of the  Directors  of the Company  also serve as Directors of the Bank.
Members of the Board of Directors of the Company receive  compensation for their
services  rendered as Directors  of the Bank,  not the  Company.  In 2008,  each
Director  who was not an  employee  of the  Company  or any of its  subsidiaries
received  $550 per  month  for his or her  service  as a member  of the Board of
Directors of the Bank.  Directors who were employees of one of the  subsidiaries
of the  Company  (only Mr.  Smith in 2008)  received  $350 per month in 2008 for
their  services.  In  addition,  each  Director  of the Bank  received an annual
retainer of $14,700 in 2008.  The retainer was pro-rated for time served for new
Directors of the Bank.

     In  January  2005,  the  Board of  Directors,  upon  recommendation  of the
Nominating and Corporate Governance Committee,  established the position of Lead
Director. The Lead Director's  responsibilities are to chair Board and committee
meetings  in the  absence  of the Chief  Executive  Officer as well as chair the
monthly meetings of the independent  Directors.  Thomas E. Wiseman has served as
Lead  Director  since the  position's  establishment.  In  addition  to the fees
outlined above,  Mr. Wiseman  received $18,000 for his services as Lead Director
in fiscal 2008.

     Each non-employee  Director who was a member of the Executive  Committee of
the Bank  (Steven  B.  Chapman,  Robert H.  Eastman,  Harold A.  Howe,  Brent A.
Saunders,  David W. Thomas and Thomas E.  Wiseman)  received  fees of $40,695 in
2008.  This  figure is  pro-rated  for time  served for new  members.  Executive
Committee  members who are  employees of the Bank  (Jeffrey E. Smith,  Chairman)
receive no compensation  for serving on the Executive  Committee.  The Executive
Committee of the Bank met 43 times in 2008.

     The Company  maintains a life  insurance  policy for all  Directors  with a
death benefit of two times annual Director fees at time of death, reduced by 35%
at  age 65 and  50% at age  70.  The  life  insurance  policies  terminate  upon
retirement.

     In December 1996,  life  insurance  contracts were purchased by the Company
for all Directors  and certain  officers,  and  additional  contracts  have been
purchased as new Directors and officers have joined the Company.  The Company is
the owner of the  contracts.  The  purpose of these  contracts  was to replace a
current  group life  insurance  program  for  executive  officers,  implement  a
deferred  compensation  plan for Directors and executive  officers,  implement a
Director  retirement  plan,  and implement a  supplemental  retirement  plan for
certain officers.

     Participants in the deferred  compensation  plan, upon reaching age 70, are
eligible to receive a distribution of their contributions, plus accrued interest
earned  at  a  rate  on  reinvestment  of  the  contributions  that  is  not  an
above-market  preferential  rate. In 2008 the rate paid was 6%. If a participant
dies before reaching age 70 and the participant qualifies, the distribution will
be made to the participant's  designated  beneficiary in an amount equal to what
the participant would have accumulated if the participant had reached age 70 and
had continued to make contributions to the plan.

     Participants  in the Director  retirement  plan,  upon reaching age 70, are
eligible to receive 50% of the three (3) prior years'  average total  Directors'
compensation.  The benefit is payable for 120 months for Directors with 10 years
of service or less.  The  benefit is payable for 240 months for  Directors  with
more than 10 years of service. If a Director dies during active service, payment
will be made to the Director's designated beneficiary in an amount equal to what
the Director  would have  received had the Director  reached age 70,  except the
benefit  term will be reduced  to 60 months.  If the  Director  dies  during the
payment  of  benefits,  payment  will  be  made  to  the  Director's  designated
beneficiary for the lesser of the remaining term or 60 additional months.

                                       20

     The  following  table  summarizes  the  compensation  paid to  non-employee
Directors for the fiscal year ended December 31, 2008:

                         Director Compensation for 2008


------------------------------------------------------------------------------------------------------------------------------------
         Name             Fees Earned     Stock      Option      Non-Equity       Change in Pension        All Other       Total
                              or          Awards     Awards       Incentive     Value and Nonqualified   Compensation       ($)
                         Paid in Cash      ($)         ($)          Plan        Deferred Compensation         ($)
                              ($)                               Compensation           Earnings
                                                                     ($)                 ($)

          (a)                 (b)          (c)         (d)           (e)               (f) (1)              (g) (2)         (h)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
Anna P. Barnitz                 $21,300     --         --            --                          $1,296            $114      $22,710
------------------------------------------------------------------------------------------------------------------------------------
Steven B. Chapman                61,995     --         --            --                           5,396             314       67,705
------------------------------------------------------------------------------------------------------------------------------------
Robert E. Daniel                 21,300     --         --            --                          14,549              74       35,923
------------------------------------------------------------------------------------------------------------------------------------
Robert H. Eastman                61,995     --         --            --                          11,732             204       73,931
------------------------------------------------------------------------------------------------------------------------------------
Harold A. Howe                   61,995     --         --            --                           3,084             514       65,593
------------------------------------------------------------------------------------------------------------------------------------
Brent A. Saunders                61,995     --         --            --                           1,027             314       63,336
------------------------------------------------------------------------------------------------------------------------------------
David W. Thomas                  61,995     --         --            --                              --             314       62,309
------------------------------------------------------------------------------------------------------------------------------------
Roger D. Williams                21,300     --         --            --                           5,906             114       27,320
------------------------------------------------------------------------------------------------------------------------------------
Lannes C. Williamson             21,300     --         --            --                           7,108             114       28,522
------------------------------------------------------------------------------------------------------------------------------------
Thomas E. Wiseman                79,995     --         --            --                             900             409       81,304
------------------------------------------------------------------------------------------------------------------------------------


(1)  Consists of the change  during 2008 in the  actuarial  present value of the
     Director's accumulated benefit under the Director retirement plan.

(2)  Consists of the incremental  cost of group term life insurance  coverage on
     the lives of the Directors and Service Awards for serving as a Director for
     a certain number of years.


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Bank has had and expects to have in the future banking  transactions in
the ordinary course of the Bank's business with some of the Directors,  officers
and  principal  shareholders  of the  Company and  entities  with which they are
associated.  The Board of Directors  has  determined  that all of the  directors
except Mr. Smith and Mr. Howe are  "independent"  under the listing standards of
Nasdaq. In determining independence,  the Board of Directors considered loan and
deposit  relationships with each Director.  The rules of Nasdaq do not deem such
relationships  to  disqualify  a Director  from  being  deemed  independent.  In
addition,  all loans  and other  extensions  of  credit  were made and  deposits
accepted in the ordinary course of business and were made on  substantially  the
same terms (including  interest rates and collateral) as those prevailing at the
time for comparable  transactions with other persons.  Further,  in management's
opinion,  the loans did not involve more than normal risk of  collectability  or
present other unfavorable features. As of the date of this Proxy Statement,  all
of such loans were  performing  loans.  The Board of Directors  does not believe
such  relationships  interfere  with  the  Directors'  exercise  of  independent
judgment in carrying out their responsibilities as Directors.

     The Board of  Directors  also  considered  the  transactions  described  in
"Compensation Committee Interlocks and Insider  Participation",  rental payments
made to Mr. Eastman,  and insurance  premiums paid to The Wiseman  Agency,  Inc.
(the "Wiseman  Agency") and  determined  that such  relationships,  which do not
disqualify a Director from being deemed  independent,  do not interfere with the
Directors'   exercise   of   independent   judgment   in   carrying   out  their
responsibilities as Directors.

     Brent  A.  Saunders   rendered  legal  services  to  the  Company  and  its
subsidiaries  during the  Company's  2008  fiscal year and is expected to render
legal  services to the Company and its  subsidiaries  during the Company's  2009
fiscal year. The Board of Directors  determined that such  relationship does not
interfere with Mr.  Saunders'  exercise of independent  judgment in carrying out
his  responsibilities  as a Director.

                                       21

Any proposed  loan  between the Bank and a Director or executive  officer of the
Company is  approved by the full Board of  Directors.  The  Executive  Committee
approved  the payment of  insurance  premiums to the Wiseman  Agency.  The Chief
Executive  Officer approved the issuance of promissory notes from the Company to
the Wiseman Agency and to Mr.  Eastman.  All of such related party  transactions
entered into since January 1, 2008, have been ratified by the Audit Committee.

     The Board of  Directors  adopted a written  policy in March 2007  requiring
transactions over $120,000  involving the Company or a subsidiary of the Company
and a "related party" with a direct or indirect material interest to be approved
or ratified by the Audit Committee. The Audit Committee's approval must be based
on its determination that the transaction, first, is in or not inconsistent with
the best interests of the Company,  and second,  is on terms comparable to those
that could be obtained in arm's length  dealings with an unrelated  third party,
or is for  products or services  from a related  party of a nature,  quantity or
quality,  or on other terms,  that are not readily available from other sources.
"Related parties" include directors,  executive officers,  beneficial holders of
more than 5% of the  outstanding  common shares of the Company,  their immediate
family members, and firms,  corporations and other entities in which any of them
have certain relationships.

Compensation Committee Interlocks and Insider Participation

     The  members  of  the  Company's  Compensation  and  Management  Succession
Committee during 2008 were Messrs.  Wiseman,  Eastman and Saunders. From time to
time, the Company  accepts loans from various persons to raise funds for ongoing
operations  and to fund the growth of the  Company and its  subsidiaries.  These
loans are evidenced by promissory notes which are sold by the Company in private
placements to accredited investors without registration under the Securities Act
of 1933, as amended.

     Since the beginning of the last fiscal year, the Company had outstanding at
various times 8 separate  promissory  notes to Mr. Eastman and his spouse and 15
separate  promissory  notes to The  Wiseman  Agency,  Inc.,  of which  Thomas E.
Wiseman is the  President  and  partial  owner  along with other  members of his
family.

     Of the 8 notes  outstanding  to Mr. and Mrs.  Eastman,  4 were  renewals of
loans that had been made prior to 2008 and 4 were merely  renewals of loans that
matured  during 2008.  The notes had terms ranging from as short as 12 months to
as long as 29  months.  Of those 8 notes,  4 remained  outstanding  at March 26,
2009. No principal was actually paid to the Eastmans on any of such notes during
2008;  interest  was  paid and new  notes  for the same  principal  amount  were
executed upon maturity of notes issued earlier.

     Of the 15 notes  outstanding  to The  Wiseman  Agency at any time since the
beginning of 2008, 2 were partially renewed,  with principal of $385,000 paid to
The Wiseman  Agency in January 2008,  and 10 were merely  renewals of those same
loans as they  repeatedly  matured  during  2008 and  2009.  The notes had terms
ranging from one month to two months,  so essentially the same two loans matured
and were  renewed  several  times  during  2008,  with one loan in the amount of
$500,000  being paid off in December  2008;  and the other loan in the amount of
$730,000  being  paid  off in  January  2009.  Of  those 15  notes,  1  remained
outstanding  at March 26, 2009.  Principal  paid to The Wiseman Agency since the
beginning of 2008 was  $1,615,000;  interest was paid and new notes for the same
principal amount were executed upon maturity of notes issued earlier.

     The  following  table sets forth  certain  information  regarding the notes
issued  by the  Company  to the  Eastmans  and  The  Wiseman  Agency  that  were
outstanding at any time since the beginning of 2008:


---------------------------------- ------------------- ----------------- ------------------ ----------------
                                   Largest Aggregate
                                      Outstanding           Amount           Interest
                                     Balance since      Outstanding at      Paid Since
Name                                January 1, 2008     March 26, 2009    January 1, 2008   Interest Rates
---------------------------------- ------------------- ----------------- ------------------ ----------------
                                                                                  
Robert H. and Sheila E. Eastman        $2,790,850         $2,790,850         $224,986       3.75% to 5.77%
---------------------------------- ------------------- ----------------- ------------------ ----------------
The Wiseman Agency, Inc.                1,230,000            400,000           39,874       2.00% to 4.30%
---------------------------------- ------------------- ----------------- ------------------ ----------------

                                       22

                             AUDIT COMMITTEE MATTERS

Report of the Audit  Committee  of the Board of  Directors  for the Fiscal  Year
Ended December 31, 2008

     The Audit  Committee has  submitted  the following  report for inclusion in
this proxy statement:

Role of the Audit Committee,  the Independent  Registered Public Accounting Firm
and Management

     The Audit  Committee  consists of four Directors who qualify as independent
under Nasdaq  Marketplace Rules 4200(a)(15) and 4350(d)(2) as well as under Rule
10A-3 promulgated  under the Exchange Act. The Audit Committee  operates under a
written charter adopted by the Board of Directors.

     The Audit Committee  appoints the Company's  independent  registered public
accounting firm and oversees the Company's  financial and reporting processes on
behalf of the Board of Directors.  Management is  responsible  for the Company's
consolidated  financial  statements and its  accounting and financial  reporting
processes,  including the establishment and maintenance of an adequate system of
internal  control over financial  reporting.  Management is also responsible for
preparing its report on the  establishment and maintenance of, and assessment of
the effectiveness of, the Company's  internal control over financial  reporting.
Crowe  Horwath  LLP  ("Crowe  Horwath"),   the  independent   registered  public
accounting firm employed by the Company for the 2008 fiscal year, is responsible
for auditing the Company's  consolidated financial statements in accordance with
the standards of the Public Company  Accounting  Oversight Board (United States)
and issuing its report  thereon based on such audit,  for issuing an attestation
report on the  Company's  internal  control  over  financial  reporting  and for
reviewing the Company's unaudited interim consolidated financial statements. The
Audit Committee's responsibility is to provide independent,  objective oversight
of these processes.

Review and Discussion  with  Management and the  Independent  Registered  Public
Accounting Firm

     As part of its oversight responsibilities, the Audit Committee reviewed and
discussed with management the audited  consolidated  financial statements of the
Company for the year ended  December  31, 2008,  including a  discussion  of the
quality, and not just the acceptability,  of the accounting  principles applied,
the  reasonableness  of significant  judgments and the clarity of disclosures in
the audited  financial  statements.  The Audit  Committee  also  discussed  with
management  and Crowe  Horwath the adequacy and  effectiveness  of the Company's
internal control over financial  reporting and related  accounting and financial
controls.  The Audit  Committee also discussed with management and Crowe Horwath
the interim financial and other information  contained in the Company's earnings
releases and SEC filings.

     The Audit  Committee  discussed with Crowe Horwath the matters  required by
the standards of the Public Company Accounting  Oversight Board (United States),
including those described in Statement on Auditing  Standard No. 61, as amended,
as adopted by the Public Company Accounting  Oversight Board in Rule 3200T, and,
with and without management present, reviewed and discussed the results of Crowe
Horwath's examination of the Company's consolidated financial statements.

     The  Audit   Committee  also  discussed  with  Crowe  Horwath  that  firm's
independence from the Company and its management.  The Audit Committee  obtained
from Crowe  Horwath  the  written  disclosures  and the  letter  from the Public
Company  Accounting  Oversight  Board  regarding  the  independent  accountant's
communication  with the  Audit  Committee  concerning  independence.  The  Audit
Committee  discussed with Crowe Horwath any relationships or services that might
affect  that  firm's  objectivity  and  satisfied  itself as to Crowe  Horwath's
independence.

Management's Representations and Audit Committee Recommendations

     Management  has  represented  to the  Audit  Committee  that the  Company's
audited  consolidated  financial statements for the year ended December 31, 2008
were prepared in accordance with accounting principles generally accepted in the
United States.  The Audit  Committee has reviewed and discussed with  management
and  Crowe  Horwath  the  audited   consolidated   financial   statements,   and
management's  report on the establishment and maintenance of, and assessments of
the effectiveness of, the Company's  internal control over financial  reporting.
Based on the  reviews  and  discussions  outlined  above,  the  Audit  Committee
recommended to the

                                       23

Board of  Directors  that  the  audited  consolidated  financial  statements  be
included in the  Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 2008.

Submitted by:
Audit Committee Members

Steven B. Chapman, CPA; Chairman
Anna P. Barnitz
David W. Thomas
Lannes C. Williamson

Pre-Approval of Services  Performed by Independent  Registered Public Accounting
Firm

     Under  applicable SEC rules, the Audit Committee is required to pre-approve
the audit and non-audit services performed by the independent  registered public
accounting  firm in  order  to  assure  that  they  do not  impair  that  firm's
independence  from the Company.  The SEC's rules  specify the types of non-audit
services that an independent  registered  public accounting firm may not provide
to its audit  client and  establish  the Audit  Committee's  responsibility  for
administration of the engagement of the independent registered public accounting
firm.  Accordingly,  the Audit Committee has adopted, and the Board of Directors
has  ratified,   an  Audit  and  Non-Audit  Services  Pre-Approval  Policy  (the
"Pre-Approval  Policy"),  which sets  forth the  procedures  and the  conditions
pursuant to which services proposed to be performed by the Company's independent
registered public accounting firm may be pre-approved.

     The purpose of the  Pre-Approval  Policy is to set forth the  procedures by
which the Audit Committee intends to fulfill its  responsibilities.  It does not
delegate  the  Audit  Committee's   responsibilities  to  pre-approve   services
performed by the independent registered public accounting firm to management.

     Consistent  with the SEC's  rules,  the  Pre-Approval  Policy  provides two
different approaches to pre-approving services.  Proposed services may either be
pre-approved  without  consideration  of specific  case-by-case  services by the
Audit Committee ("general pre-approval") or require the specific pre-approval of
the Audit  Committee  ("specific  pre-approval").  The  combination of these two
approaches  in the  Pre-Approval  Policy  results in an effective  and efficient
procedure to pre-approve services performed by the independent registered public
accounting  firm.  As set  forth in the  Pre-Approval  Policy,  unless a type of
service has received general pre-approval, it will require specific pre-approval
by the Audit  Committee  if it is to be provided by the  independent  registered
public accounting firm. Any proposed services exceeding pre-approved cost levels
or  budgeted  amounts  will  also  require  specific  pre-approval  by the Audit
Committee.

     The Audit Committee may delegate  either type of pre-approval  authority to
one or more of its members.  The member to whom such authority is delegated must
report, for informational purposes only, any pre-approval decisions to the Audit
Committee at its next scheduled meeting.

     Appendices to the  Pre-Approval  Policy describe the services that have the
general   pre-approval  of  the  Audit  Committee.   The  term  of  any  general
pre-approval  is 12  months  from the date of  pre-approval,  unless  the  Audit
Committee considers a different period and states otherwise. The Audit Committee
will annually  review and  pre-approve  the services that may be provided by the
independent   registered  public  accounting  firm  without  obtaining  specific
pre-approval  from the  Audit  Committee.  The  Audit  Committee  will add to or
subtract from the list of general pre-approved services from time to time, based
on subsequent determinations.

     All requests or applications for services to be provided by the independent
registered  public  accounting firm that do not require specific approval by the
Audit  Committee  will be submitted to the Company's  internal  auditor and must
include a detailed  description  of the  services to be  rendered.  The internal
auditor will  determine  whether such  services are included  within the list of
services that have received the general pre-approval of the Audit Committee. The
Audit Committee will be informed on a timely basis of any such services rendered
by the independent registered public accounting firm.

     Requests or applications to provide services that require specific approval
by the Audit  Committee  will be  submitted  to the Audit  Committee by both the
independent registered public accounting firm and the internal auditor, and must
include  a joint  statement  as to  whether,  in  their  view,  the  request  or
application is consistent with the SEC's rules on auditor independence.

                                       24

     The Audit  Committee  has  designated  the internal  auditor to monitor the
performance  of all  services  provided  by the  independent  registered  public
accounting  firm and to determine  whether such services are in compliance  with
the Pre-Approval Policy. The internal auditor will report to the Audit Committee
on a periodic basis on the results of this monitoring. Both the internal auditor
and management  will  immediately  report to the chairman of the Audit Committee
any  breach  of the  Pre-Approval  Policy  that  comes to the  attention  of the
internal auditor or any member of management.

Services Rendered by Independent Registered Public Accounting Firm

     In November 2007,  the Audit  Committee  appointed the  accounting  firm of
Crowe  Horwath  LLP ("Crowe  Horwath")  to serve as the  independent  registered
public  accounting firm of the Company for 2008. All of the services rendered by
Crowe Horwath to the Company during 2008 and 2007 were pre-approved by the Audit
Committee.  Fees billed for services  rendered by Crowe Horwath for each of 2008
and 2007 were:

     Audit Services. The aggregate fees billed by Crowe Horwath for the audit of
the financial  statements included in the Annual Report on Form 10-K and for the
review of the financial  statements  included in our  quarterly  reports on Form
10-Q for our fiscal years ended  December 31, 2008 and 2007,  were  $175,000 and
$185,000, respectively.

     Audit-Related  Fees.  Audit  related  fees billed in 2008 and 2007  totaled
$2,669 and consisted of an annual database software license.

     Tax  Fees.  The  aggregate  fees  billed  in  each  of 2008  and  2007  for
professional  services rendered by Crowe Horwath for tax compliance,  tax advice
or tax planning were $15,000 and $25,050, respectively.

     All Other Fees.  There were no fees or expenses billed by Crowe Horwath for
2008 and 2007 except for audit, audit related and tax services.

Notification of Appointment of Independent Registered Public Accounting Firm

     On November  20, 2007 the Audit  Committee  approved  the rehiring of Crowe
Horwath  for a  three-year  term.  Crowe  Horwath  has  served as the  Company's
independent registered public accounting firm since 1992. The Board of Directors
expects  representatives of Crowe Horwath will be present at the Annual Meeting.
Representatives  of Crowe Horwath will have the  opportunity to make a statement
if they  desire  to do so,  and will be  available  to  respond  to  appropriate
questions.


                            ANNUAL REPORT - FORM 10-K

     The Company will provide  without  charge to any  shareholder  of record on
March 26, 2009, on the written  request of any such  shareholder,  a copy of the
Company's  Annual  Report  on Form  10-K,  including  financial  statements  and
schedules thereto, required to be filed under the Exchange Act for the Company's
fiscal year ended December 31, 2008.  Such written request should be directed to
Larry  E.  Miller,  II,  Secretary,  Ohio  Valley  Banc  Corp.,  P.O.  Box  240,
Gallipolis, Ohio 45631, telephone number 1-800-468-6682 or 1-740-446-2631.


                            PROXY STATEMENT PROPOSALS

     Each year, the Board of Directors  submits its  nominations for election of
Directors  at  the  Annual  Meeting  of  Shareholders.  Other  proposals  may be
submitted by the Board of Directors or  shareholders  for inclusion in the proxy
materials for action at each year's annual meeting.  Any proposal submitted by a
shareholder  for inclusion in the proxy  materials for the 2010 Annual  Meeting,
presently  scheduled  for May 5, 2010,  must be  received  by the  Company on or
before  December 14, 2009. A shareholder  proposal  received  after December 14,
2009,  but on or before  February  26,  2010,  will not be included in the proxy
materials  for the  2010  Annual  Meeting,  but may  still be  presented  by the
shareholder at the 2010 Annual Meeting. The individuals named as proxies for the
2010 Annual Meeting will be entitled to use their discretionary voting authority
on proposals  received  after  February 26, 2010,  without any discussion of the
matter in the Company's proxy materials.

     Shareholders  desiring to nominate  candidates for election as directors at
the 2010 Annual  Meeting  must follow the  procedures  described in "ELECTION OF
DIRECTORS - Nominating Procedures."

                                       25

                    DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS

     Pursuant to notice  delivered to eligible  shareholders  who share the same
address,  the Company and a number of brokers send only one proxy  statement and
the 2008 Annual  Report to  shareholders  residing at the same  address,  unless
different  instructions  have  been  received  from  the  affected  shareholder.
Accordingly,  those registered and beneficial  shareholders who share an address
will receive only one copy of the 2008 Annual Report and this proxy statement. A
separate  proxy and Notice of Annual  Meeting  will  continue to be included for
each shareholder at the shared address.

     Registered  shareholders  who share an address  and would like to receive a
separate 2008 Annual Report and/or a separate proxy statement, or have questions
regarding the householding  process,  may contact Deborah A. Carhart,  Assistant
Vice   President,   Shareholder   Relations,   by  calling   1-800-468-6682   or
1-740-446-2631;  or by a written  request  addressed to Ms.  Carhart at The Ohio
Valley Bank Company,  P.O. Box 240,  Gallipolis,  Ohio 45631; or by an e-mail to
InvestorRelations@ovbc.com. Promptly upon request, a separate 2008 Annual Report
and/or a separate  proxy  statement  will be sent.  By contacting  Ms.  Carhart,
registered  shareholders sharing an address can also (i) notify the Company that
the registered  shareholders  wish to receive  separate annual reports and proxy
statements  in the future or (ii)  request  delivery  of a single copy of annual
reports or proxy statements in the future if they are receiving multiple copies.
Beneficial   shareholders   should  contact  their   broker/dealers,   financial
institution,   or  other  record   holders  for  specific   information  on  the
householding process as it applies to those beneficial shareholders.


                                  OTHER MATTERS

     The only business which the Company's  management intends to present at the
Annual Meeting  consists of the matters set forth in this proxy  statement.  The
Company's  management  knows of no other matters to be brought before the Annual
Meeting by any other person or group.

     If any other matters should  properly come before the Annual  Meeting,  the
proxy holders will vote on those matters in their discretion.

     All duly executed proxies received will be voted.

     Please  sign and date  the  enclosed  proxy  and  mail it  promptly  in the
enclosed envelope.  As an alternative,  you may submit your proxy electronically
by going to the Company's website at www.ovbc.com and following the instructions
on that website.


                                             BY ORDER OF THE BOARD OF DIRECTORS


                                           /s/ Jeffrey E. Smith
                                           -------------------------------------
                                           Jeffrey E. Smith
                                           President and Chief Executive Officer

                                       26

                             OHIO VALLEY BANC CORP.
                    PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD ON MAY 13, 2009

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS



The  undersigned  holder(s)  of common  shares of Ohio  Valley  Banc Corp.  (the
"Company")  hereby  appoints  Jeffrey E. Smith,  Thomas E.  Wiseman and Larry E.
Miller,  II, and each of them with full power of  substitution to each, the true
and lawful  attorneys and proxies of the  undersigned  to vote all of the common
shares of the Company  which the  undersigned  is entitled to vote at the Annual
Meeting of  Shareholders  of the  Company,  to be held at the Morris and Dorothy
Haskins Ariel Theatre, 426 Second Avenue,  Gallipolis,  Ohio, on Wednesday,  May
13, 2009 at 5:00 p.m.,  Eastern Daylight Saving Time, and at any  adjournment(s)
thereof, as follows:

1.   To elect the  following  four (4) directors to the Board of Directors for a
     term of three years each:

     THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL OF THE NOMINEES.

         Anna P. Barnitz
         Roger D. Williams
         Lannes C. Williamson
         Thomas E. Wiseman

[ ] Vote For All  [ ] Withhold Authority to Vote For all Nominees  [ ] Vote  for
all except _______________

2.   In their  discretion,  the  individuals  designated  to vote this proxy are
     authorized  to vote upon any other matter which  properly  comes before the
     Annual Meeting or any adjournment thereof.



WHERE A CHOICE IS INDICATED,  THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
OR NOT VOTED AS SPECIFIED.  UNLESS  INSTRUCTIONS TO THE CONTRARY ARE GIVEN,  THE
COMMON SHARES  REPRESENTED BY THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE
NOMINEES  LISTED ABOVE AS DIRECTORS  OF THE  COMPANY.  IF ANY OTHER  MATTERS ARE
PROPERLY  BROUGHT BEFORE THE ANNUAL MEETING OR ANY  ADJOURNMENT  THEREOF OR IF A
NOMINEE FOR  ELECTION AS A DIRECTOR  NAMED IN THE PROXY  STATEMENT  IS UNABLE TO
SERVE OR FOR GOOD CAUSE WILL NOT SERVE,  THE COMMON SHARES  REPRESENTED  BY THIS
PROXY WILL BE VOTED IN THE DISCRETION OF THE INDIVIDUALS DESIGNATED TO VOTE THIS
PROXY,  TO THE EXTENT  PERMITTED BY APPLICABLE  LAW, ON SUCH MATTERS OR FOR SUCH
SUBSTITUTE NOMINEE(S) AS THE DIRECTORS MAY RECOMMEND.

ALL  PROXIES  PREVIOUSLY  GIVEN  BY THE  UNDERSIGNED  ARE  HEREBY  REVOKED.  THE
UNDERSIGNED  HEREBY  ACKNOWLEDGES  RECEIPT OF THE  ACCOMPANYING  ANNUAL  REPORT,
NOTICE OF ANNUAL MEETING, AND PROXY STATEMENT FOR THE MAY 13, 2009 MEETING.



Please sign exactly as your name appears  hereon.  All joint owners should sign.
When signing as Attorney, Executor, Administrator,  Trustee, or Guardian, please
give full title as such. If shareholder  is a corporation,  please sign the full
corporate name by authorized  officer.  If shareholder is a partnership,  please
sign in partnership name by authorized person.


---------------------    -----       -----------------------------------   -----
Shareholder Signature     Date       Shareholder Signature(Joint Owners)    Date



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 IF YOU WISH TO PROVIDE YOUR INSTRUCTIONS TO VOTE VIA THE INTERNET, PLEASE READ
                      THE INSTRUCTIONS ON THE REVERSE SIDE
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OHIO VALLEY BANC CORP.
420 Third Avenue
P.O. Box 240
Gallipolis, OH  45631








                                              No. of OVBC Shares:
                                              Account No.




Please indicate any address change above.






                            PROXY VOTING INSTRUCTIONS

Shareholders of record have two ways to vote by proxy:

By Mail
-------
Sign and date this proxy on the reverse side and return in the enclosed
envelope.

Internet
--------
o    Go to www.ovbc.com and click on the "Proxy Voting" button.
o    Enter your unique "Control Number" shown in the box above.
o    Follow the instructions on your screen.

You will incur only your usual Internet access charges.
Available until 11:59 p.m. Eastern Daylight Saving Time on May 12, 2009.


Please note that the last  instruction  received,  whether by mail or  Internet,
will be the instruction counted.