EXHIBIT 10.7(a)
THE OHIO VALLEY BANK COMPANY
DIRECTOR DEFERRED FEE AGREEMENT
THIS DIRECTOR DEFERRED FEE AGREEMENT is made this 13th day of January,
2004, by THE OHIO VALLEY BANK COMPANY (the "Bank"), a state-chartered commercial
bank located in Gallipolis, Ohio and XXXXX X. XXXXXXXX (the "Director"). The
purpose of this Agreement is to encourage the Director to remain a member of the
Bank's Board of Directors.
Article 1
Definitions
Whenever used in this Agreement, the following words and phrases shall have
the meanings specified:
1.1 "Anniversary Date" means December 31 of each year.
1.2 "Beneficiary" means each designated person, or the estate of a deceased
Director, entitled to benefits, if any, upon the death of the Director
determined pursuant to Article 6.
1.3 "Board" means the Board of Directors of the Bank as from time to time
constituted.
1.4 "Beneficiary Designation Form" means the form established from time to time
by the Plan Administrator that the Director completes, signs and returns to
the Plan Administrator to designate one or more beneficiaries.
1.5 "Code" means the Internal Revenue Code of 1986, as amended.
1.6 "Crediting Rate" means 6%, initially. However, the Plan Administrator, in
its discretion, may adjust the Crediting Rate to maintain the rate within
reasonable standards according to GAAP and/or applicable bank regulatory
guidance.
1.7 "Deferral Account" means the Bank's accounting of the Director's
accumulated Deferrals plus accrued interest.
1.8 "Deferral Election Form" means the form established from time to time by
the Plan Administrator that the Director completes, signs and returns to
the Plan Administrator to designate the amount of Deferrals.
1.9 "Deferrals" means the amount of the Director's Fees which the Director
elects to defer according to this Agreement.
1.10 "Disability" means the Director (i) is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months, or (ii) is, by
reason of any medically determinable physical or mental impairment which
can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than 3 months under an accident and
health plan covering directors of the Bank. Medical determination of
Disability may be made by either the Social Security Administration or by
the provider of an accident or health plan covering directors of the Bank.
The Director must submit proof to the Plan Administrator of Social Security
Administration's or the provider's determination upon the request of the
Plan Administrator.
1.11 "Distribution Election Form" means the form established from time to time
by the Plan Administrator that the Director completes, signs and returns to
the Plan Administrator to designate the time and form payment.
1.12 "Early Termination" means Separation from Service before Normal Retirement
Age for reasons other than death, Disability or Termination for Cause.
1.13 "Effective Date" means dateMonth12Day11Year2001December 11, 2001.
1.14 "Fees" means the total fees payable to the Director during a Plan Year.
1.15 "Normal Retirement Age" means the Annual Meeting of Shareholders following
the calendar year in which the Director attains the age of seventy (70).
1.16 "Normal Retirement Date" means the later of the Normal Retirement Age or
Separation from Service.
1.17 "Plan Administrator" means the plan administrator described in Article 8.
1.18 "Plan Year" means a twelve-month period commencing on January 1 and ending
on December 31 of each year. The initial Plan Year shall commence on the
Effective Date of this Agreement and end on the following December 31.
1.19 "Secretary" means the Secretary of the United States Department of the
Treasury.
1.20 "Separation from Service" means the termination of the Director's service
with the Bank for reasons other than death or Disability. Whether a
Separation form Service takes place is determined based on the facts and
circumstances surrounding the termination of the Director's service and
whether the Bank and the Director intended for the Director to provide
significant services for the Bank following such termination. A termination
of service will not be considered a Separation from Service if:
(a) the Director continues to provide services as a director of the Bank at an
annual rate that is twenty percent (20%) or more of the services rendered,
on average, during the immediately preceding three full calendar years of
service (or, if in the service of the Bank less than three years, such
lesser period) and the annual remuneration for such services is twenty
percent (20%) or more of the average annual remuneration earned during the
final three full calendar years of service (or, if less, such lesser
period), or
(b) the Director continues to provide services to the Bank in a capacity other
than as a director of the Bank at an annual rate that is fifty percent
(50%) or more of the services rendered, on average, during the immediately
preceding three full calendar years of service (or if in the service of the
Bank less than three years, such lesser period) and the annual remuneration
for such services is fifty percent (50%) or more of the average annual
remuneration earned during the final three full calendar years of service
(or if less, such lesser period).
1.21 "Termination for Cause" has that meaning set forth in Section 7.1.
1.22 "Unforeseeable Emergency" means a severe financial hardship to the Director
resulting from an illness or accident of the Director, the Director's
spouse, or a dependent (as defined in Section 152(a) of the Code) of the
Director, loss of the Director's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Director.
Article 2
Deferral Election
2.1 Generally. Unless otherwise provided for by the Secretary, the Director may
file annually Deferral Election Form(s) with the Plan Administrator no
later than the end of the Plan Year preceding the Plan Year in which
services leading to such Fees will be performed (e.g., by December 31, 20xx
for Fees to be deferred in 20xx+1). The Deferral Deferral Election Form(s)
shall set forth the amount of Fees to be deferred and shall be effective to
defer only Fees earned for services performed after the date the Election
Form(s) are received by the Plan Administrator.
2.2 Initial Election. To defer Fees for services performed in the first Plan
Year, and after being notified by the Plan Administrator of eligibility for
participation in the Agreement, the Director may make an initial deferral
election under this Agreement by delivering to the Plan Administrator a
signed Deferral Election Form within thirty (30) days after the Effective
Date of this Agreement. The Deferral Election Form shall set forth the
amount of Fees to be deferred and shall be effective to defer only Fees
earned for services performed after the date the Deferral Election Form is
received by the Plan Administrator.
2.3 Change in Form or Timing of Distributions. For distribution of benefits
under Article 4, the Director may elect to delay the timing or change the
form of distributions by submitting the appropriate Distribution Election
Form(s) to the Plan Administrator. Any such elections:
(a) may not accelerate the time or schedule of any distribution, except as
allowed by the Secretary;
(b) must, for benefits payable under Section 4.1, be made at least twelve (12)
months prior to the first scheduled distribution;
(c) must, for benefits payable under Sections 4.1, 4.2 and 4.4, delay the
commencement of distributions for a minimum of five (5) years from the date
the first distribution was originally scheduled to be made; and
(d) must take effect not less than twelve (12) months after the election is
made.
Article 3
Deferral Account
3.1 Establishing and Crediting. The Bank shall establish a Deferral Account on
its books for the Director and shall credit to the Deferral Account the
following amounts:
3.1.1 Deferrals. The Fees deferred by the Director as of the time the Fees would
have otherwise been paid to the Director.
3.1.2 Interest.
(a) On the last day of each month and immediately prior to the distribution of
any benefits, but only until commencement of benefit distributions under
this Agreement, interest shall be credited on the Deferral Account at an
annual rate equal to the Crediting Rate, compounded annually.
(b) On the last day of each month during any applicable installment period,
interest shall be credited on the unpaid Deferral Account balance at an
annual rate equal to the Crediting Rate, compounded annually. The Board in
its sole discretion, may change the rate in this Section 3.1.2(b) only
prior to commencement of installment distributions.
3.2 Statement of Accounts. The Plan Administrator shall provide to the
Director, within one hundred twenty (120) days after the end of each Plan
Year, a statement setting forth the Deferral Account balance.
3.3 Accounting Device Only. The Deferral Account is solely a device for
measuring amounts to be paid under this Agreement. The Deferral Account is
not a trust fund of any kind. The Director is a general unsecured creditor
of the Bank for the distribution of benefits. The benefits represent the
mere Bank promise to pay such benefits. The Director's rights are not
subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by the
Director's creditors.
Article 4
Distributions During Lifetime
4.1 Normal Retirement Benefit. Upon the Director reaching Normal Retirement
Age, the Bank shall pay to the Director the benefit described in this
Section 4.1 in lieu of any other benefit under this Article.
4.1.1 Amount of Benefit. The benefit under this Section 4.1 is the Deferral
Account balance at the Director's Normal Retirement Age.
4.1.2 Distribution of Benefit. The Bank shall pay the benefit to the Director as
elected by the Director on the Distribution Election Form(s) commencing
within thirty (30) days following Normal Retirement Age.
4.2 Early Termination Benefit. Upon the Director's Early Termination, the Bank
shall pay to the Director the benefit described in this Section 4.2 in lieu
of any other benefit under this Article.
4.2.1 Amount of Benefit. The benefit under this Section 4.2 is the Deferral
Account balance at the Director's Separation from Service.
4.2.2 Distribution of Benefit. The Bank shall pay the benefit to the Director as
elected by the Director on the Distribution Election Form(s) commencing
within thirty (30) days following Separation from Service.
4.3 Disability Benefit. If the Director's Disability results in the Director's
Separation from Service prior to Normal Retirement Age, the Bank shall pay
to the Director the benefit described in this Section 4.3 in lieu of any
other benefit under this Article.
4.3.1 Amount of Benefit. The benefit under this Section 4.3 is the Deferral
Account balance at the Director's Separation from Service.
4.3.2 Distribution of Benefit. The Bank shall pay the benefit to the Director as
elected by the Director on the Distribution Election Form(s) commencing
within thirty (30) days following Separation from Service due to Disability
4.4 Hardship Distribution. If the Director experiences an Unforeseeable
Emergency, the Director may petition the Board to receive a payout from the
Agreement. The Board in its sole discretion may grant such petition. If
granted, the Director shall receive, within sixty (60) days, a payout from
the Agreement (i) only to the extent deemed necessary by the Board to
satisfy the Director's Unforeseeable Emergency, plus an amount necessary to
pay taxes reasonably anticipated as a result of the distribution; and (ii)
after taking into account the extent to which such hardship is or may be
relieved through reimbursement or compensation by insurance or otherwise or
by liquidation of the Director's assets (to the extent the liquidation
would not itself cause severe financial hardship).
4.5 Restriction on Timing of Distribution. Notwithstanding any provision of
this Agreement to the contrary, if the Director is considered a "specified
employee" under Section 409A of the Code and regulations thereunder,
benefit distributions that qualify as a "separation from service" under
Section 409A of the Code and regulations thereunder may not commence
earlier than six (6) months after the date of such separation from service.
Article 5
Distributions at Death
5.1 Death During Active Service. If the Director dies while in active service
of the Bank, the Bank shall pay to the Beneficiary the benefit described in
this Section 5.1 in lieu of any other benefit under this Agreement.
5.1.1 Amount of Benefit. The benefit under Section 5.1 is the greater of: a) the
Deferral Account balance on the Director's death; or b) the projected
Deferral Account balance had the Director continued to defer at the current
rate until Normal Retirement Age.
5.1.2 Payment of Benefit. The Bank shall pay the benefit to the Beneficiary in
the matter elected on the Distribution Election Form(s).
5.2 Death During Distribution of a Benefit. If the Director dies after any
benefit distributions have commenced under this Agreement but before
receiving all such distributions, the Bank shall pay to the Beneficiary the
remaining benefits at the same time and in the same amounts as they would
have been paid to the Director had the Director survived.
5.3 Death After Separation from Service But Before Benefit Distributions
Commence. If the Director is entitled to benefit distributions under this
Agreement, but dies prior to the commencement of said benefit
distributions, the Bank shall pay to the Beneficiary the same benefits that
the Director was entitled to prior to death except that the benefit
distributions shall commence within thirty (30) days following the
Director's death.
Article 6
Beneficiaries
6.1 Beneficiary. The Director shall have the right, at any time, to designate a
Beneficiary(ies) to receive any benefits payable under the Agreement to a
Beneficiary upon the death of the Director. The Beneficiary designated
under this Agreement may be the same as or different from the beneficiary
designation under any other plan of the Bank in which the Director
participates.
6.2 Beneficiary Designation; Change. The Director shall designate a Beneficiary
by completing and signing the Beneficiary Designation Form, and delivering
it to the Plan Administrator or its designated agent. The Director's
beneficiary designation shall be deemed automatically revoked if the
Beneficiary predeceases the Director or if the Director names a spouse as
Beneficiary and the marriage is subsequently dissolved. The Director shall
have the right to change a Beneficiary by completing, signing and otherwise
complying with the terms of the Beneficiary Designation Form and the Plan
Administrator's rules and procedures, as in effect from time to time. Upon
the acceptance by the Plan Administrator of a new Beneficiary Designation
Form, all Beneficiary designations previously filed shall be cancelled. The
Plan Administrator shall be entitled to rely on the last Beneficiary
Designation Form filed by the Director and accepted by the Plan
Administrator prior to the Director's death.
6.3 Acknowledgment. No designation or change in designation of a Beneficiary
shall be effective until received, accepted and acknowledged in writing by
the Plan Administrator or its designated agent.
6.4 No Beneficiary Designation. If the Director dies without a valid
Beneficiary designation, or if all designated Beneficiaries predecease the
Director, then the Director's spouse shall be the designated Beneficiary.
If the Director has no surviving spouse, the benefits shall be made to the
personal representative of the Director's estate.
6.5 Facility of Distribution. If the Plan Administrator determines in its
discretion that a benefit is to be paid to a minor, to a person declared
incompetent, or to a person incapable of handling the disposition of that
person's property, the Plan Administrator may direct distribution of such
benefit to the guardian, legal representative or person having the care or
custody of such minor, incompetent person or incapable person. The Plan
Administrator may require proof of incompetence, minority or guardianship
as it may deem appropriate prior to distribution of the benefit. Any
distribution of a benefit shall be a distribution for the account of the
Director and the Beneficiary, as the case may be, and shall be a complete
discharge of any liability under the Agreement for such distribution
amount.
Article 7
General Limitations
7.1 Termination for Cause. Notwithstanding any provision of this Agreement to
the contrary, the Bank shall not pay any benefit under this Agreement that
is in excess of the Director's Deferrals (i.e., Deferral Account minus
interest credited thereon) if Director's service is terminated by the Board
for:
(a) Gross negligence or gross neglect of duties to the Bank; or
(b) Conviction of a felony or of a gross misdemeanor involving moral turpitude
in connection with the Director's service to the Bank; or
(c) Fraud, disloyalty, dishonesty or willful violation of any law or
significant Bank policy committed in connection with the Director's service
and resulting in an adverse effect on the Bank; or
(d) Issuance of a final removal or prohibition order issued by a state or
federal banking agency with jurisdiction over the Bank.
7.2 No Withdrawal Election. Except as expressly provided herein, the Director
may not elect, at any time, to withdraw any portion of the Deferral Account
balance.
7.3 Suicide or Misstatement. The Bank shall not pay any benefit under this
Agreement if the Director commits suicide within three (3) years after the
date of this Agreement. In addition, the Bank shall not pay any benefit
under this Agreement if the Director has made any material misstatement of
fact on a resume provided to the Bank, or on any application for any
benefits provided by the Bank to the Director.
7.4.1 Excess Parachute Payment. Notwithstanding any provision of this Agreement
to the contrary, the Bank shall not pay any benefit under this Agreement to
the extent the benefit would create an excise tax under the excess
parachute rules of Section 280G of the Code.
Article 8
Administration Of Agreement
8.1 Plan Administrator Duties. This Agreement shall be administered by a Plan
Administrator which shall consist of the Board, or such committee or
person(s) as the Board shall appoint. The Plan Administrator shall also
have the discretion and authority to (i) make, amend, interpret and enforce
all appropriate rules and regulations for the administration of this
Agreement and (ii) decide or resolve any and all questions including
interpretations of this Agreement, as may arise in connection with the
Agreement.
8.2 Agents. In the administration of this Agreement, the Plan Administrator may
employ agents and delegate to them such administrative duties as it sees
fit, (including acting through a duly appointed representative), and may
from time to time consult with counsel who may be counsel to the Bank.
8.3 Binding Effect of Decisions. The decision or action of the Plan
Administrator with respect to any question arising out of or in connection
with the administration, interpretation and application of the Agreement
and the rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the
Agreement.
8.4 Indemnity of Plan Administrator. The Bank shall indemnify and hold harmless
the members of the Plan Administrator against any and all claims, losses,
damages, expenses or liabilities arising from any action or failure to act
with respect to this Agreement, except in the case of willful misconduct by
the Plan Administrator or any of its members.
8.5 Bank Information. To enable the Plan Administrator to perform its
functions, the Bank shall supply full and timely information to the Plan
Administrator on all matters relating to the Fees of its Directors, the
date and circumstances of the retirement, Disability, death or Separation
from Service of its Directors, and such other pertinent information as the
Plan Administrator may reasonably require.
Article 9
Claims and Review Procedures
9.1 Claims Procedure. The Director or Beneficiary ("claimant") who has not
received benefits under the Agreement that he or she believes should be
paid shall make a claim for such benefits as follows:
9.1.1 Initiation - Written Claim. The claimant initiates a claim by submitting
to the Bank a written claim for the benefits.
9.1.2 Timing of Bank Response. The Bank shall respond to such claimant within 90
days after receiving the claim. If the Bank determines that special
circumstances require additional time for processing the claim, the Bank
can extend the response period by an additional 90 days by notifying the
claimant in writing, prior to the end of the initial 90-day period, that an
additional period is required. The notice of extension must set forth the
special circumstances and the date by which the Bank expects to render its
decision.
9.1.3 Notice of Decision. If the Bank denies part or all of the claim, the Bank
shall notify the claimant in writing of such denial. The Bank shall write
the notification in a manner calculated to be understood by the claimant.
The notification shall set forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the Agreement on which the denial
is based,
(c) A description of any additional information or material necessary for the
claimant to perfect the claim and an explanation of why it is needed, and
(d) An explanation of the Agreement's review procedures and the time limits
applicable to such procedures.
9.2 Review Procedure. If the Bank denies part or all of the claim, the claimant
shall have the opportunity for a full and fair review by the Bank of the
denial, as follows:
9.2.1 Initiation - Written Request. To initiate the review, the claimant, within
60 days after receiving the Bank's notice of denial, must file with the
Bank a written request for review.
9.2.2 Additional Submissions - Information Access. The claimant shall then have
the opportunity to submit written comments, documents, records and other
information relating to the claim. The Bank shall also provide the
claimant, upon request and free of charge, reasonable access to, and copies
of, all documents, records and other information relevant to the claimant's
claim for benefits.
9.2.3 Considerations on Review. In considering the review, the Bank shall take
into account all materials and information the claimant submits relating to
the claim, without regard to whether such information was submitted or
considered in the initial benefit determination.
9.2.4 Timing of Bank Response. The Bank shall respond in writing to such
claimant within 60 days after receiving the request for review. If the Bank
determines that special circumstances require additional time for
processing the claim, the Bank can extend the response period by an
additional 60 days by notifying the claimant in writing, prior to the end
of the initial 60-day period, that an additional period is required. The
notice of extension must set forth the special circumstances and the date
by which the Bank expects to render its decision.
9.2.5 Notice of Decision. The Bank shall notify the claimant in writing of its
decision on review. The Bank shall write the notification in a manner
calculated to be understood by the claimant. The notification shall set
forth:
(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the Agreement on which the denial
is based, and
(c) A statement that the claimant is entitled to receive, upon request and free
of charge, reasonable access to, and copies of, all documents, records and
other information relevant to the claimant's claim for benefits.
Article 10
Amendments and Termination
10.1 Amendment. This Agreement may be amended only by a written agreement signed
by the Bank and the Director. Provided, however, that the Bank may amend
this Agreement to conform with written directives to the Bank from its
banking regulators.
10.2 Plan Termination Generally. The Bank may unilaterally terminate this
Agreement at any time. Except as provided in Section 10.3, the termination
of this Agreement shall not cause a distribution of benefit payments under
this Agreement. Rather, upon such termination benefit distributions will be
made at the earliest distribution event permitted under Article 4 or
Article 5.
10.3 Plan Terminations Under Section 409A. Notwithstanding anything to the
contrary in Section 10.2, the Bank may make distributions in the following
circumstances, in accordance with Section 409A of the Code or the
regulations thereunder:
(a) Within thirty (30) days before, or twelve (12) months after a Change in
Control
(b) Upon the Bank's dissolution or with the approval of a bankruptcy court; or
(c) Upon the Bank's termination of this and all Similar Plans, provided that
all distributions are made no earlier than twelve (12) months and no later
than twenty-four (24) months following such termination, and the Bank does
not adopt any new Similar Plans for a minimum of five (5) years following
the date of such termination.
Article 11
Miscellaneous
11.1 Binding Effect. This Agreement shall bind the Director and the Bank and
their beneficiaries, survivors, executors, administrators and transferees.
11.2 No Guarantee of Service. This Agreement is not a contract for services. It
does not give the Director the right to remain a director of the Bank, nor
does it interfere with the Bank's right to discharge the Director. It also
does not require the Director to remain a director nor interfere with the
Director's right to separate from service at any time.
11.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
11.4 Tax Withholding. The Bank shall withhold any taxes that are required to be
withheld, under Section 409A of the Code and regulations thereunder, from
the benefits provided under this Agreement. Director acknowledges that the
Bank's sole liability regarding taxes is to forward any amounts withheld to
the appropriate taxing authority(ies).
11.5 Applicable Law. The Agreement, and all rights hereunder shall be governed
by the laws of placeStateOhio, except to the extent preempted by the laws
of the placecountry-regionUnited States of America.
11.6 Unfunded Arrangement. The Director and the Beneficiary are general
unsecured creditors of the Bank for the distribution of benefits under this
Agreement. The benefits represent the mere promise by the Bank to pay such
benefits. The rights to benefits are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors. Any insurance on the Director's
life or other informal funding asset is a general asset of the Bank to
which the Director and the Beneficiary have no preferred or secured claim.
11.7 Reorganization. The Bank shall not merge or consolidate into or with
another Bank, or reorganize, or sell substantially all of its assets to
another bank, firm, or person unless such succeeding or continuing bank,
firm, or person agrees to assume and discharge the obligations of the Bank
under this Agreement. Upon the occurrence of such event, the term "Bank" as
used in this Agreement shall be deemed to refer to the successor or
survivor bank.
11.8 Entire Agreement. This Agreement constitutes the entire agreement between
the Bank and the Director as to the subject matter hereof. No rights are
granted to the Director by virtue of (i) this Agreement other than those
specifically set forth herein.
11.9 Interpretation. Wherever the fulfillment of the intent and purpose of this
Agreement requires, and the context will permit, the use of the masculine
gender includes the feminine and use of the singular includes the plural.
11.10 Alternative Action. In the event it shall become impossible for the Bank
or the Plan Administrator to perform any act required by this Agreement,
the Bank or Plan Administrator may in its discretion perform such
alternative act as most nearly carries out the intent and purpose of this
Agreement and is in the best interests of the Bank.
11.11 Headings. Article and section headings are for convenient reference only
and shall not control or affect the meaning or construction of any of its
provisions.
11.12 Validity. In case any provision of this Agreement shall be illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Agreement shall be construed and enforced
as if such illegal and invalid provision has never been inserted herein.
11.13 Notice. Any notice or filing required or permitted to be given to the Plan
Administrator under this Agreement shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address
below:
The Ohio Valley Bank Company
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000 Xxxxx Xxxxxx
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X X Xxx 000
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Xxxxxxxxxx, XX 00000-0000
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Such notice shall be deemed given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark or the receipt for
registration or certification.
Any notice or filing required or permitted to be given to the Director under
this Agreement shall be sufficient if in writing and hand-delivered, or sent by
mail, to the last known address of the Director.
11.14 Compliance with Section 409A. This Agreement shall at tall times be
administered and the provisions of this Agreement shall be interpreted
consistent with the requirements of Section 409A of the Code and any and
all regulations thereunder, including such regulations as may be
promulgated after the Effective Date of this Agreement.
IN WITNESS WHEREOF, the Director and the Bank have signed this Agreement as of
January 13, 2004.
Director: Bank:
THE OHIO VALLEY BANK COMPANY
/s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X Xxxxx
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Xxxxx X. Xxxxxxxx
Title: President and CEO
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