##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT of 1934
|- | ---------------------------------------------------------------------------------------



For the Quarterly Period Ended September 30, 2005



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



For the transition period from  to
.



Commission File No. 1-13652



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First West Virginia Bancorp, Inc.

(Exact name of registrant as specified in its charter)



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



1701 Warwood Avenue

Wheeling, West Virginia 26003

(Address of principal executive offices)



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



N/A

(Former name, former address and former fiscal year, if changed since last report)



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



Indicate by check-mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). ̈Yes    x  No



Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes ̈No  x



APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:



Indicate by check mark whether the registrant has filed
all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ̈Yes ̈No    x  N/A



APPLICABLE ONLY TO CORPORATE ISSUERS:



Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practible date.



The number of shares outstanding of the issuers common
stock as of November 7, 2005:

Common Stock, $5.00 Par Value, shares outstanding 1,538,443 shares



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##### Table of Contents

FORM 10-Q INDEX



|                               |  |                                                                                       |  |      
|------------------------------ |  | ------------------------------------------------------------------------------------- |  | -----
|PART I - Financial Information
|                               |  |                                                                                      
|Item 1                         |  | Financial Statements and Accompanying Notes                                           |  | 3-10 
|                               |  |                                                                                      
|Item 2                         |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 11-26
|                               |  |                                                                                      
|Item 3                         |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 27   
|                               |  |                                                                                      
|Item 4                         |  | Controls and Procedures                                                               |  | 27   
|                               | 
|PART II - Other Information    |  |                                                                                      
|                               |  |                                                                                      
|Item 1                         |  | Legal Proceedings                                                                     |  | 28   
|                               |  |                                                                                      
|Item 2                         |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 28   
|                               |  |                                                                                      
|Item 3                         |  | Defaults upon Senior Securities                                                       |  | 28   
|                               |  |                                                                                      
|Item 4                         |  | Submission of matters to a Vote of Security Holders                                   |  | 28   
|                               |  |                                                                                      
|Item 5                         |  | Other Information                                                                     |  | 28   
|                               |  |                                                                                      
|Item 6                         |  | Exhibits and Reports on Form 8-K                                                      |  | 28   
|                               |  |                                                                                      
|                               |  | Exhibit Index                                                                         |  | 30   
|                               |  |                                                                                      
|                               |  | Reports on Form 8-K                                                                   |  | 28   
|                               |  |                                                                                      
|                               |  | Signatures                                                                            |  | 29   
|                               | 
|Certifications                 |  | 35-39                                                                                



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##### Table of Contents

FIRST WEST VIRGINIA BANCORP, INC.

PART I

FINANCIAL INFORMATION



First West Virginia Bancorp, Inc.

CONSOLIDATED BALANCE SHEETS



|                                                                           |  |                    |             |   |                   |   |             |  
|-------------------------------------------------------------------------- |  | ------------------ | ----------- | - | ----------------- | - | ----------- | -
|                                                                           |  | September 30, 2005 |             |   | December 31, 2004 |  
|                                                                           |  | (Unaudited)        |             |   |                   |  
|ASSETS                                                                     |  |                    |             |   |                   |   |             |  
|Cash and due from banks                                                    |  | $                  | 5,881,882   |   |                   | $ | 5,474,000   |  
|Due from banks - interest bearing                                          |  |                    | 1,036,949   |   |                   |   | 491,166     |  
|Federal funds sold                                                         |  |                    | 5,082,000   |   |                   |   | 2,155,000   |  
|                                                                           |  |                    |             |   |                   |   |             |  
|Total cash and cash equivalents                                            |  |                    | 12,000,831  |   |                   |   | 8,120,166   |  
|Investment securities:                                                     |  |                    |             |   |                   |   |             |  
|Available-for-sale (at fair value)                                         |  |                    | 98,264,818  |   |                   |   | 103,736,472 |  
|Held-to-maturity (fair value of $2,869,248 and $2,927,330, respectively)   |  |                    | 2,817,742   |   |                   |   | 2,824,579   |  
|Loans                                                                      |  |                    | 140,179,947 |   |                   |   | 154,331,037 |  
|Less allowance for loan losses                                             |  |                    | (2,481,432  | ) |                   |   | (2,356,101  | )
|                                                                           |  |                    |             |   |                   |   |             |  
|Net loans                                                                  |  |                    | 137,698,515 |   |                   |   | 151,974,936 |  
|Premises and equipment, net                                                |  |                    | 4,193,763   |   |                   |   | 3,855,870   |  
|Accrued income receivable                                                  |  |                    | 1,219,983   |   |                   |   | 1,259,205   |  
|Other intangible assets                                                    |  |                    | 214,482     |   |                   |   | 281,046     |  
|Goodwill                                                                   |  |                    | 1,644,119   |   |                   |   | 1,644,119   |  
|Bank owned life insurance                                                  |  |                    | 3,166,190   |   |                   |   | 3,080,724   |  
|Other assets                                                               |  |                    | 2,968,168   |   |                   |   | 3,024,628   |  
|                                                                           |  |                    |             |   |                   |   |             |  
|Total assets                                                               |  | $                  | 264,188,611 |   |                   | $ | 279,801,745 |  
|                                                                           |  |                    |             |   |                   |   |             |  
|LIABILITIES                                                                |  |                    |             |   |                   |   |             |  
|Noninterest bearing deposits:                                              |  |                    |             |   |                   |   |             |  
|Demand                                                                     |  | $                  | 27,404,610  |   |                   | $ | 26,288,924  |  
|Interest bearing deposits:                                                 |  |                    |             |   |                   |   |             |  
|Demand                                                                     |  |                    | 38,506,517  |   |                   |   | 37,493,712  |  
|Savings                                                                    |  |                    | 73,463,432  |   |                   |   | 86,900,317  |  
|Time                                                                       |  |                    | 83,085,525  |   |                   |   | 85,488,054  |  
|                                                                           |  |                    |             |   |                   |   |             |  
|Total deposits                                                             |  |                    | 222,460,084 |   |                   |   | 236,171,007 |  
|Federal funds purchased and securities sold under agreements to repurchase |  |                    | 11,808,668  |   |                   |   | 15,759,200  |  
|Federal Home Loan Bank borrowings                                          |  |                    | 2,395,127   |   |                   |   | 2,425,111   |  
|Other borrowings                                                           |  |                    | 2,000,000   |   |                   |   |            |  
|Accrued interest payable                                                   |  |                    | 362,584     |   |                   |   | 349,357     |  
|Other liabilities                                                          |  |                    | 890,460     |   |                   |   | 1,144,034   |  
|                                                                           |  |                    |             |   |                   |   |             |  
|Total liabilities                                                          |  |                    | 239,916,923 |   |                   |   | 255,848,709 |  
|                                                                           |  |                    |             |   |                   |   |             |  
|STOCKHOLDERS EQUITY                                                       |  |                    |             |   |                   |   |             |  
|Common stock - 2,000,000 shares authorized at $5 par value:                |  |                    |             |   |                   |   |             |  
|1,538,443 shares issued at September 30, 2005 and December 31, 2004        |  |                    | 7,692,215   |   |                   |   | 7,692,215   |  
|Treasury stock - 10,000 shares at cost                                     |  |                    | (228,100    | ) |                   |   | (228,100    | )
|Surplus                                                                    |  |                    | 4,982,606   |   |                   |   | 4,982,606   |  
|Retained earnings                                                          |  |                    | 12,236,261  |   |                   |   | 11,437,407  |  
|Accumulated other comprehensive income (loss)                              |  |                    | (411,294    | ) |                   |   | 68,908      |  
|                                                                           |  |                    |             |   |                   |   |             |  
|Total stockholders equity                                                 |  |                    | 24,271,688  |   |                   |   | 23,953,036  |  
|                                                                           |  |                    |             |   |                   |   |             |  
|Total liabilities and stockholders equity                                 |  | $                  | 264,188,611 |   |                   | $ | 279,801,745 |  
|                                                                           |  |                    |             |   |                   |   |             |  



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



Page 3



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##### Table of Contents

First West Virginia Bancorp, Inc.

CONSOLIDATED STATEMENTS OF INCOME



|                                                             |  |                                   |           |      |                                  |           |      |  |      |           |  |   |           
|------------------------------------------------------------ |  | --------------------------------- | --------- | ---- | -------------------------------- | --------- | ---- |  | ---- | --------- |  | - | ----------
|                                                             |  | Three Months Ended, September 30, |           |      | Nine Months Ended, September 30,
|                                                             |  | 2005                              |           | 2004 |                                  |           | 2005 |  | 2004
|                                                             |  | (Unaudited)                       |           |      | (Unaudited)                     
|INTEREST AND DIVIDEND INCOME                                 |  |                                   |           |      |                                  |           |      |  |      |           |  |   |           
|Loans, including fees:                                       |  |                                   |           |      |                                  |           |      |  |      |           |  |   |           
|Taxable                                                      |  | $                                 | 2,146,352 |      | $                                | 2,297,095 |      |  | $    | 6,453,573 |  | $ | 6,691,667 
|Tax-exempt                                                   |  |                                   | 156,390   |      |                                  | 163,317   |      |  |      | 485,812   |  |   | 469,645   
|Debt securities:                                             |  |                                   |           |      |                                  |           |      |  |      |           |  |   |           
|Taxable                                                      |  |                                   | 730,862   |      |                                  | 761,919   |      |  |      | 2,264,076 |  |   | 2,287,872 
|Tax-exempt                                                   |  |                                   | 155,125   |      |                                  | 178,706   |      |  |      | 465,117   |  |   | 485,471   
|Dividends                                                    |  |                                   | 7,954     |      |                                  | 2,435     |      |  |      | 12,184    |  |   | 7,886     
|Other interest income                                        |  |                                   | 3,621     |      |                                  | 4,785     |      |  |      | 21,867    |  |   | 16,888    
|Federal funds sold                                           |  |                                   | 46,159    |      |                                  | 20,287    |      |  |      | 120,831   |  |   | 45,392    
|                                                             |  |                                   |           |      |                                  |           |      |  |      |           |  |   |           
|Total interest and dividend income                           |  |                                   | 3,246,463 |      |                                  | 3,428,544 |      |  |      | 9,823,460 |  |   | 10,004,821
|                                                             |  |                                   |           |      |                                  |           |      |  |      |           |  |   |           
|INTEREST EXPENSE                                             |  |                                   |           |      |                                  |           |      |  |      |           |  |   |           
|Deposits                                                     |  |                                   | 884,089   |      |                                  | 943,531   |      |  |      | 2,650,469 |  |   | 2,872,073 
|Federal funds purchased and repurchase agreements            |  |                                   | 64,202    |      |                                  | 76,285    |      |  |      | 225,984   |  |   | 194,589   
|FHLB and other borrowings                                    |  |                                   | 60,096    |      |                                  | 29,043    |      |  |      | 129,060   |  |   | 87,143    
|                                                             |  |                                   |           |      |                                  |           |      |  |      |           |  |   |           
|Total interest expense                                       |  |                                   | 1,008,387 |      |                                  | 1,048,859 |      |  |      | 3,005,513 |  |   | 3,153,805 
|                                                             |  |                                   |           |      |                                  |           |      |  |      |           |  |   |           
|Net interest income                                          |  |                                   | 2,238,076 |      |                                  | 2,379,685 |      |  |      | 6,817,947 |  |   | 6,851,016 
|                                                             |  |                                   |           |     
|PROVISION FOR POSSIBLE LOAN LOSSES                           |  |                                   |          |      |                                  | 90,000    |      |  |      | 180,000   |  |   | 210,000   
|                                                             |  |                                   |           |      |                                  |           |      |  |      |           |  |   |           
|Net interest income after provision for possible loan losses |  |                                   | 2,238,076 |      |                                  | 2,289,685 |      |  |      | 6,637,947 |  |   | 6,641,016 
|                                                             |  |                                   |           |      |                                  |           |      |  |      |           |  |   |           
|NONINTEREST INCOME                                           |  |                                   |           |      |                                  |           |      |  |      |           |  |   |           
|Service charges and other fees                               |  |                                   | 207,161   |      |                                  | 200,174   |      |  |      | 561,856   |  |   | 602,512   
|Net gain (loss) on available for sale securities             |  |                                   | 38,309    |      |                                  | (880      | )    |  |      | 118,554   |  |   | 3,046     
|Other operating income                                       |  |                                   | 129,407   |      |                                  | 136,234   |      |  |      | 373,682   |  |   | 324,421   
|                                                             |  |                                   |           |      |                                  |           |      |  |      |           |  |   |           
|Total noninterest income                                     |  |                                   | 374,877   |      |                                  | 335,528   |      |  |      | 1,054,092 |  |   | 929,979   
|                                                             |  |                                   |           |      |                                  |           |      |  |      |           |  |   |           
|NONINTEREST EXPENSE                                          |  |                                   |           |      |                                  |           |      |  |      |           |  |   |           
|Salary and employee benefits                                 |  |                                   | 924,297   |      |                                  | 913,492   |      |  |      | 2,802,395 |  |   | 2,646,814 
|Net occupancy expense of premises                            |  |                                   | 283,945   |      |                                  | 250,542   |      |  |      | 864,080   |  |   | 779,055   
|Other operating expenses                                     |  |                                   | 615,686   |      |                                  | 543,776   |      |  |      | 1,945,326 |  |   | 1,534,276 
|                                                             |  |                                   |           |      |                                  |           |      |  |      |           |  |   |           
|Total noninterest expense                                    |  |                                   | 1,823,928 |      |                                  | 1,707,810 |      |  |      | 5,611,801 |  |   | 4,960,145 
|                                                             |  |                                   |           |      |                                  |           |      |  |      |           |  |   |           
|Income before income taxes                                   |  |                                   | 789,025   |      |                                  | 917,403   |      |  |      | 2,080,238 |  |   | 2,610,850 
|                                                             |  |                                   |           |     
|INCOME TAXES                                                 |  |                                   | 175,470   |      |                                  | 209,430   |      |  |      | 410,171   |  |   | 618,558   
|                                                             |  |                                   |           |      |                                  |           |      |  |      |           |  |   |           
|Net income                                                   |  | $                                 | 613,555   |      | $                                | 707,973   |      |  | $    | 1,670,067 |  | $ | 1,992,292 
|                                                             |  |                                   |           |      |                                  |           |      |  |      |           |  |   |           
|WEIGHTED AVERAGE SHARES OUTSTANDING                          |  |                                   | 1,528,443 |      |                                  | 1,528,443 |      |  |      | 1,528,443 |  |   | 1,528,443 
|                                                             |  |                                   |           |      |                                  |           |      |  |      |           |  |   |           
|EARNINGS PER COMMON SHARE                                    |  | $                                 | 0.40      |      | $                                | 0.46      |      |  | $    | 1.09      |  | $ | 1.30      
|                                                             |  |                                   |           |      |                                  |           |      |  |      |           |  |   |           



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



Page 4



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##### Table of Contents

First West Virginia Bancorp, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY

(Unaudited)



|                                                                                    |  |              |  |         |           |                   |   |           |                |   |            |                                                |  |   |                        |   |  |       |          |   |  |   |           |   |  |   |            |  
|----------------------------------------------------------------------------------- |  | ------------ |  | ------- | --------- | ----------------- | - | --------- | -------------- | - | ---------- | ---------------------------------------------- |  | - | ---------------------- | - |  | ----- | -------- | - |  | - | --------- | - |  | - | ---------- | -
|                                                                                    |  | Common Stock |  | Surplus |           | Retained Earnings |   |           | Treasury Stock |   |            | AccumulatedOther Compre- hensive Income (loss) |  |   | Compre- hensive Income |   |  | Total |         
|                                                                                    |  | Shares       |  | Amount  |           |                   |   |           |                |  
|BALANCE, DECEMBER 31, 2004                                                          |  | 1,538,443    |  | $       | 7,692,215 |                   | $ | 4,982,606 |                | $ | 11,437,407 |                                                |  | $ | (228,100               | ) |  | $     | 68,908   |   |  |   |           |   |  | $ | 23,953,036 |  
|Comprehensive income:                                                               |  |              |  |         |           |                   |   |           |                |   |            |                                                |  |   |                        |   |  |       |          |   |  |   |           |   |  |   |            |  
|Net income                                                                          |  |             |  |         |          |                   |   |          |                |   | 1,670,067  |                                                |  |   |                       |   |  |       |         |   |  | $ | 1,670,067 |   |  |   | 1,670,067  |  
|Other comprehensive loss, net of tax                                                |  |              |  |         |           |                   |   |           |                |   |            |                                                |  |   |                        |   |  |       |          |   |  |   |           |   |  |   |            |  
|Unrealized losses on securities net of reclassification adjustment (see disclosure) |  |             |  |         |          |                   |   |          |                |   |           |                                                |  |   |                       |   |  |       | (480,202 | ) |  |   | (480,202  | ) |  |   | (480,202   | )
|                                                                                    |  |              |  |         |           |                   |   |           |                |   |            |                                                |  |   |                        |   |  |       |          |   |  |   |           |   |  |   |            |  
|Comprehensive income                                                                |  |              |  |         |           |                   |   |           |                |   |            |                                                |  |   |                        |   |  |       |          |   |  | $ | 1,189,865 |   |  |   |            |  
|                                                                                    |  |              |  |         |           |                   |   |           |                |   |            |                                                |  |   |                        |   |  |       |          |   |  |   |           |   |  |   |            |  
|Cash dividend ($.57 per share)                                                      |  |             |  |         |          |                   |   |          |                |   | (871,213   | )                                              |  |   |                       |   |  |       |         |   |  |   |           |   |  |   | (871,213   | )
|                                                                                    |  |              |  |         |           |                   |   |           |                |   |            |                                                |  |   |                        |   |  |       |          |   |  |   |           |   |  |   |            |  
|BALANCE, SEPTEMBER 30, 2005                                                         |  | 1,538,443    |  | $       | 7,692,215 |                   | $ | 4,982,606 |                | $ | 12,236,261 |                                                |  | $ | (228,100               | ) |  | $     | (411,294 | ) |  |   |           |   |  | $ | 24,271,688 |  
|                                                                                    |  |              |  |         |           |                   |   |           |                |   |            |                                                |  |   |                        |   |  |       |          |   |  |   |           |   |  |   |            |  
|                                                                                    |  |              |  |         |           |                   |  
|                                                                                    |  | Common Stock |  | Surplus |           | Retained Earnings |   |           | Treasury Stock |   |            | AccumulatedOther Compre- hensive Income (loss) |  |   | Compre- hensive Income |   |  | Total |         
|                                                                                    |  | Shares       |  | Amount  |           |                   |   |           |                |  
|BALANCE, DECEMBER 31, 2003                                                          |  | 1,538,443    |  | $       | 7,692,215 |                   | $ | 4,982,606 |                | $ | 9,961,698  |                                                |  | $ | (228,100               | ) |  | $     | 622,196  |   |  |   |           |   |  | $ | 23,030,615 |  
|Comprehensive income:                                                               |  |              |  |         |           |                   |   |           |                |   |            |                                                |  |   |                        |   |  |       |          |   |  |   |           |   |  |   |            |  
|Net income                                                                          |  |             |  |         |          |                   |   |          |                |   | 1,992,292  |                                                |  |   |                       |   |  |       |         |   |  | $ | 1,992,292 |   |  |   | 1,992,292  |  
|Other comprehensive income, net of tax                                              |  |              |  |         |           |                   |   |           |                |   |            |                                                |  |   |                        |   |  |       |          |   |  |   |           |   |  |   |            |  
|Unrealized losses on securities net of reclassification adjustment (see disclosure) |  |             |  |         |          |                   |   |          |                |   |           |                                                |  |   |                       |   |  |       | (209,456 | ) |  |   | (209,456  | ) |  |   | (209,456   | )
|                                                                                    |  |              |  |         |           |                   |   |           |                |   |            |                                                |  |   |                        |   |  |       |          |   |  |   |           |   |  |   |            |  
|Comprehensive income                                                                |  |              |  |         |           |                   |   |           |                |   |            |                                                |  |   |                        |   |  |       |          |   |  | $ | 1,782,836 |   |  |   |            |  
|                                                                                    |  |              |  |         |           |                   |   |           |                |   |            |                                                |  |   |                        |   |  |       |          |   |  |   |           |   |  |   |            |  
|Cash dividend ($.57 per share)                                                      |  |             |  |         |          |                   |   |          |                |   | (871,213   | )                                              |  |   |                       |   |  |       |         |   |  |   |           |   |  |   | (871,213   | )
|                                                                                    |  |              |  |         |           |                   |   |           |                |   |            |                                                |  |   |                        |   |  |       |          |   |  |   |           |   |  |   |            |  
|BALANCE, SEPTEMBER 30, 2004                                                         |  | 1,538,443    |  | $       | 7,692,215 |                   | $ | 4,982,606 |                | $ | 11,082,777 |                                                |  | $ | (228,100               | ) |  | $     | 412,740  |   |  |   |           |   |  | $ | 23,942,238 |  
|                                                                                    |  |              |  |         |           |                   |   |           |                |   |            |                                                |  |   |                        |   |  |       |          |   |  |   |           |   |  |   |            |  



|                                                                  |  |                                         |          |   |      |   |          |  
|----------------------------------------------------------------- |  | --------------------------------------- | -------- | - | ---- | - | -------- | -
|                                                                  |  | For the Nine Months Ended September 30, |         
|                                                                  |  | 2005                                    |          |   | 2004 |  
|Disclosure of reclassification amount, net of tax:                |  |                                         |          |   |      |   |          |  
|Unrealized holding losses arising during the period               |  | $                                       | (406,260 | ) |      | $ | (207,556 | )
|                                                                  |  |                                        
|Less reclassification adjustment for gains included in net income |  |                                         | 73,942   |   |      |   | 1,900    |  
|                                                                  |  |                                         |          |   |      |   |          |  
|Net unrealized losses on securities                               |  | $                                       | (480,202 | ) |      | $ | (209,456 | )
|                                                                  |  |                                         |          |   |      |   |          |  



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



Page 5



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##### Table of Contents

First West Virginia Bancorp, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                  |  |                                         |              |   |      |   |             |  
|--------------------------------------------------------------------------------- |  | --------------------------------------- | ------------ | - | ---- | - | ----------- | -
|                                                                                  |  | For the Nine Months Ended September 30, |             
|                                                                                  |  | 2005                                    |              |   | 2004 |  
|OPERATING ACTIVITIES                                                              |  |                                         |              |   |      |   |             |  
|Net income                                                                        |  | $                                       | 1,670,067    |   |      | $ | 1,992,292   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                         |              |   |      |   |             |  
|Provision for loan losses                                                         |  |                                         | 180,000      |   |      |   | 210,000     |  
|Depreciation and amortization                                                     |  |                                         | 344,016      |   |      |   | 328,895     |  
|Amortization of investment securities, net                                        |  |                                         | 251,677      |   |      |   | 446,555     |  
|Investment security gains                                                         |  |                                         | (118,554     | ) |      |   | (3,046      | )
|Net gains on sales of premises and equipment                                      |  |                                         | (9,835       | ) |      |   | (3,726      | )
|Increase in cash surrender value of bank-owned life insurance                     |  |                                         | (85,466      | ) |      |   | (50,032     | )
|Decrease (increase) in interest receivable                                        |  |                                         | 39,222       |   |      |   | (177,653    | )
|Increase (decrease) in interest payable                                           |  |                                         | 13,227       |   |      |   | (10,739     | )
|Other, net                                                                        |  |                                         | 92,606       |   |      |   | (411,817    | )
|                                                                                  |  |                                         |              |   |      |   |             |  
|Net cash provided by operating activities                                         |  |                                         | 2,376,960    |   |      |   | 2,320,729   |  
|                                                                                  |  |                                         |              |   |      |   |             |  
|INVESTING ACTIVITIES                                                              |  |                                         |              |   |      |   |             |  
|Net (increase) decrease in loans, net of charge-offs                              |  |                                         | 14,075,742   |   |      |   | (9,219,737  | )
|Proceeds from sales of securities available-for-sale                              |  |                                         | 3,142,150    |   |      |   | 8,399,785   |  
|Proceeds from maturities of securities available-for-sale                         |  |                                         | 190,790,250  |   |      |   | 58,382,194  |  
|Proceeds from maturities of securities held-to-maturity                           |  |                                         |             |   |      |   | 610,000     |  
|Principal collected on mortgage-backed securities                                 |  |                                         | 9,595,198    |   |      |   | 14,049,953  |  
|Purchases of securities available-for-sale                                        |  |                                         | (198,952,154 | ) |      |   | (68,040,258 | )
|Recoveries on loans previously charged-off                                        |  |                                         | 20,680       |   |      |   | 45,108      |  
|Purchases of premises and equipment                                               |  |                                         | (621,035     | ) |      |   | (243,548    | )
|Purchase of bank owned life insurance                                             |  |                                         |             |   |      |   | (3,000,000  | )
|Proceeds from sales of premises and equipment                                     |  |                                         | 15,525       |   |      |   | 14,101      |  
|                                                                                  |  |                                         |              |   |      |   |             |  
|Net cash used in investing activities                                             |  |                                         | 18,066,356   |   |      |   | 997,598     |  
|                                                                                  |  |                                         |              |   |      |   |             |  
|FINANCING ACTIVITIES                                                              |  |                                         |              |   |      |   |             |  
|Net decrease in deposits                                                          |  |                                         | (13,710,923  | ) |      |   | (1,215,603  | )
|Dividends paid                                                                    |  |                                         | (871,212     | ) |      |   | (871,212    | )
|Increase (decrease) in short-term borrowings                                      |  |                                         | (3,950,532   | ) |      |   | 4,664,105   |  
|Proceeds from long-term borrowings                                                |  |                                         | 2,000,000    |   |      |   |            |  
|Principal payments on FHLB borrowings                                             |  |                                         | (29,984      | ) |      |   | (28,593     | )
|                                                                                  |  |                                         |              |   |      |   |             |  
|Net cash provided by (used in) financing activities                               |  |                                         | (16,562,651  | ) |      |   | 2,548,697   |  
|                                                                                  |  |                                         |              |   |      |   |             |  
|INCREASE IN CASH AND CASH EQUIVALENTS                                             |  |                                         | 3,880,665    |   |      |   | 5,867,024   |  
|                                                                                  |  |                                        
|CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                                      |  |                                         | 8,120,166    |   |      |   | 7,024,394   |  
|                                                                                  |  |                                         |              |   |      |   |             |  
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                          |  | $                                       | 12,000,831   |   |      | $ | 12,891,418  |  
|                                                                                  |  |                                         |              |   |      |   |             |  
|Supplemental Disclosures:                                                         |  |                                         |              |   |      |   |             |  
|Cash Paid for Interest                                                            |  | $                                       | 3,018,740    |   |      | $ | 3,164,544   |  
|Cash Paid for Income Taxes                                                        |  | $                                       | 542,822      |   |      | $ | 786,571     |  



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



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##### Table of Contents

First West Virginia Bancorp, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2005 AND
2004

(Unaudited)



Note 1 - Critical Accounting Policies



The accounting and reporting policies of First West Virginia Bancorp, Inc. ( the Company) and its subsidiary were prepared in accordance with accounting
principles generally accepted in the United States of America, (US GAAP) and to general practices within the financial services industry. The preparation of financial statements in conformity with US GAAP requires management to make
estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Management has identified the accounting policies described below as those that, due to
the judgments, estimates and assumptions inherent in those policies, are critical to an understanding of the Companys consolidated financial statements and managements discussion and analysis.



INCOME RECOGNITION



The Company recognizes interest income by methods conforming to US GAAP that include
general accounting practices within the financial services industry. Interest income on loans and investment securities is recognized by methods that result in level rates of return on principal amounts outstanding, including yield adjustments
resulting from the amortization of loan costs and premiums on investment securities and accretion of loan fees and discounts on investment securities.



In the event management believes collection of all or a portion of contractual interest on a loan has become doubtful, which generally occurs after the loan is 90 days
past due, the accrual of interest is discontinued. In addition, previously accrued interest deemed uncollectible that was recognized in income is reversed. Interest received on nonaccrual loans is included in income only if principal recovery is
reasonably assured. A nonaccrual loan is restored to accrual status when it is brought current or has performed in accordance with contractual terms for a reasonable period of time, and the collectibility of the total contractual principal and
interest is no longer doubtful.



ALLOWANCE FOR LOAN LOSSES



In general, determining the amount of the allowance for loan losses
requires significant judgment and the use of estimates by management. The Company maintains an allowance for loan losses to absorb probable losses in the loan portfolio based on a quarterly analysis of the portfolio. This formal analysis determines
an appropriate level and allocation of the allowance for loan losses among loan types and resulting provision for loan losses by considering factors affecting loan losses, including specific losses, levels and trends in impaired and nonperforming
loans, historical loan loss experience, current national and local economic conditions, volume, growth and composition of the portfolio, regulatory guidance and other relevant factors. Management continually monitors the loan portfolio through
reviews of past due loans and all significant loans which are considered to be potential problem loans on a monthly basis. The internal loan review function provides for an independent review to evaluate the adequacy of the allowance. The provision
could increase or decrease each quarter based upon the results of managements formal analysis.



The amount of the allowance for loan losses for the various loan types represents managements estimate of expected losses from existing loans based upon specific allocations for individual lending relationships
and historical loss experience for each category of homogeneous loans. Impaired loans are commercial and commercial real estate loans for which it is probable the Company will not be able to collect all amounts due according to the contractual terms
of the loan agreement. The Company individually evaluates such loans for impairment and does not aggregate loans by major risk classifications. The definition of impaired loans is not the same as the definition of nonaccrual
loans, although the two categories overlap. The Company may choose to place a loan on nonaccrual status due to payment delinquency or uncertain collectibility while not classifying the loan as impaired, provided the loan is not a commercial or
commercial real estate classification. Factors considered by management in determining impairment include payment status and collateral value. The amount of impairment for these types of loans is determined by the difference between the present
value of the expected cash flows related to the loan, using the original interest rate, and its recorded value, or as a practical expedient in the case of collateralized loans, the difference between the fair value of the collateral and the recorded
amount of the loans. When foreclosure is probable, impairment is measured based on the fair value of the collateral. While allocations are made to specific loans and pools of loans, the allowance is available for all loan losses.



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##### Table of Contents

First West Virginia Bancorp, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30,
2005 AND 2004

(Unaudited)



Note 1 - Critical Accounting Policies - (Continued)



Mortgage loans secured by one-to-four family properties and all consumer loans are large groups of smaller-balance homogeneous loans and are measured for impairment
collectively. Loans that experience insignificant payment delays, which are defined as 90 days or less, generally are not classified as impaired. Management determines the significance of payment delays on a case-by-case basis taking into
consideration all circumstances concerning the loan, the credit worthiness and payment history of the borrower, the length of the payment delay, and the amount of shortfall in relation to the principal and interest owed. Individual loan reviews are
based upon specific quantitative and qualitative criteria, including the size of the loan, loan quality ratings, value of collateral, repayment ability of borrowers, and historical experience factors. The historical experience factors utilized for
individual loan reviews are based upon past loss experience, known trends in losses and delinquencies, the growth of loans in particular markets and industries, and known changes in economic conditions in the particular lending markets. Allowances
for homogeneous loans (such as residential mortgage loans, personal loans, etc.) are evaluated based upon historical loss experience, trends in losses and delinquencies, growth of loans in particular markets, and known changes in economic conditions
in each lending market. There can be no assurance the allowance for loan losses will be adequate to cover all losses, but management believes the allowance for loan losses in the amount of $2,481,432 at September 30, 2005, was adequate to
provide for probable losses from existing loans based on information currently available. While management uses available information to provide for loan losses, the ultimate collectibility of a substantial portion of the loan portfolio, and the
need for future additions to the allowance, will be based on changes in economic conditions and other relevant factors. As such, an adverse change in economic activity could reduce cash flows for both commercial and individual borrowers, which would
likely cause the Company to experience increases in problem assets, delinquencies and losses on loans.



INVESTMENT SECURITIES



Investment securities are classified at the time of purchase, based on managements intention and ability, as securities available for sale or held to maturity. Debt securities classified as held to maturity are stated at cost adjusted
for amortization of premium and accretion of discount which are computed using the interest method and recognized as adjustments of interest income. Certain other debt and equity securities have been classified as available for sale to serve
principally as a source of liquidity. Unrealized holding gains and losses for available-for-sale securities are reported as a separate component of stockholders equity, net of tax, until realized. Realized securities gains and losses are
computed using the specific identification method. Interest and dividends on investment securities are recognized as income when earned.



Common stock of the Federal Home Loan Bank (FHLB) and Federal Reserve Bank represents ownership interest in institutions that are wholly owned by other
financial institutions. These equity securities are accounted for at cost and are classified with other assets.



While temporary changes in the market value of available-for-sale securities are not recognized in earnings, a decline in fair value below amortized cost deemed to be
other-than-temporary results in an adjustment to the cost basis of the investment, with a corresponding loss charged against earnings. Management evaluates the investment securities for other-than-temporary declines in estimated fair value on a
quarterly basis. This analysis requires management to consider various factors in order to determine if a decline in estimated fair value is temporary or other-than-temporary. These factors include duration and magnitude of the decline in value, the
financial condition of the issuer, and the companys ability and intent to continue holding the investment for a period of time sufficient to allow for any anticipated recovery in market value. At September 30, 2005, there were no
investment securities identified by management to be other-than-temporarily impaired. If investments decline in fair value due to adverse changes in the financial markets, charges to income could occur in future periods.



GOODWILL AND OTHER INTANGIBLE ASSETS



The Company purchased the deposits of another financial institution in 2001. An identifiable
intangible asset resulted from the purchase of the core deposits and, as such, are amortized into noninterest expense on the straight-line basis over the period the Company expects to benefit from such assets (7 years). While management feels the
assumptions and variables used to value the acquisition was reasonable, the use of different, but still reasonable, assumptions could produce different results. The Company recognized amortization expense of $22,188 in both of the three months ended
September 30, 2005 and 2004. The unamortized balance from the purchase of these core deposit intangible assets is $214,482 and $281,046 at September 30, 2005 and December 31, 2004, respectively.



The Company has approximately $1.6 million of goodwill, resulting from the purchase of a
less-than-whole financial institution. As such, goodwill value is supported ultimately by revenue that is driven by the volume of business transacted. A decline in earnings as a result of a lack of growth or the inability to deliver cost effective
services over sustained periods can lead to impairment of goodwill that could adversely impact earnings in future periods. Goodwill and other intangibles are periodically reviewed for impairment. No impairment losses were recognized. Additionally,
future events could cause management to conclude that impairment indicators exist and that the goodwill is impaired, which would result in the Company recording an impairment loss. Any resulting impairment loss could have a material, adverse impact
on the Companys financial condition and results of operations.



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##### Table of Contents

First West Virginia Bancorp, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30,
2005 AND 2004

(Unaudited)



Note 1 - Critical Accounting Policies - (Continued)



INCOME TAXES



The Company and its subsidiary file a consolidated federal income tax return. Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax
assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Deferred income tax expenses or benefits are based
on the changes in the deferred tax asset or liability from period to period. The provision for income taxes during the current period is at a rate which management believes will approximate the effective rate for the year.



CASH FLOWS



Cash and cash equivalents consist of cash and due from banks and federal funds sold.



COMPREHENSIVE INCOME



The Company is required to present comprehensive income in a full set of general-purpose
financial statements for all periods presented. The following represents comprehensive income for the three months ended September 30, 2005, and September 30, 2004. Other comprehensive income comprises unrealized holding gains (losses) on
the available-for-sale securities portfolio. The Company has elected to report the effects of other comprehensive income as part of the Consolidated Statement of Changes in Stockholders Equity.



The following table represents other comprehensive income
before tax and net of tax:



|                           |  |                                          |          |   |      |   |           |  
|-------------------------- |  | ---------------------------------------- | -------- | - | ---- | - | --------- | -
|                           |  | For the three months ended September 30, |         
|                           |  | 2005                                     |          |   | 2004 |  
|Before-tax amount          |  | $                                        | (245,033 | ) |      | $ | 1,574,231 |  
|Tax effect                 |  |                                          | 92,206   |   |      |   | (592,383  | )
|                           |  |                                          |          |   |      |   |           |  
|Net of tax effect          |  |                                          | (152,827 | ) |      |   | 981,848   |  
|Net income as reported     |  |                                          | 613,555  |   |      |   | 707,973   |  
|                           |  |                                          |          |   |      |   |           |  
|Total comprehensive income |  | $                                        | 460,728  |   |      | $ | 1,689,821 |  
|                           |  |                                          |          |   |      |   |           |  



NOTE 2 - REGULATORY MATTERS



In December, 2004, the Companys subsidiary bank entered into an
agreement with the Office of the Comptroller of the Currency (OCC) relating to the results of its most recent report of examination. The Formal Agreement contains certain required actions and certain restrictions. The agreement requires the
subsidiary bank to develop plans, programs, policies, and procedures relating to management and board supervision, long-term strategic goals, loan portfolio, criticized assets, capital, internal audit and internal loan review by certain dates and
then to implement and follow those plans, programs, policies and procedures. A review and evaluation of certain groups of loans and correction of deficiencies is also required. Additionally, the formal agreement mandates that the subsidiary bank
achieve and maintain a 7.50% Tier 1 leverage ratio and 13.0% Tier 1 capital ratio by March 31, 2005. As of September 30, 2005 and at June 30, 2005 the Tier 1 leverage and capital ratio requirements were met by the subsidiary bank.
Under the terms of the Formal agreement, the board of directors of the subsidiary bank is responsible for the proper and sound management of the Bank and must appoint a compliance committee from among their independent members, and report monthly to
the OCC on the progress in complying with the agreement. The subsidiary bank board has appointed a compliance committee and has filed monthly reports with the OCC.



The Companys board of directors also adopted a resolution with the Federal Reserve Bank of Cleveland, under authority given it by the
Board of Governors of the Federal Reserve System, the federal regulatory agency for the Company. As with the agreement of the OCC, the Federal Reserve resolution necessitates certain actions and restrictions. Without prior Federal Reserve approval
and a 30 day prior notice requirement, the resolution prohibits the Company from paying dividends, incurring debt, or participating in the acquisition of treasury stock. In addition, prior written approval is required before engaging in any non-bank
activities. To date, the Company has taken, and intends to continue to take, all appropriate steps to comply with the Federal Reserve requirements.



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##### Table of Contents

First West Virginia Bancorp, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

September 30,
2005 AND 2004

(Unaudited)



NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS



In April, the Securities and Exchange Commission adopted a new rule that amends the compliance dates for Financial Accounting Standards Boards (FASB)
Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (FAS No. 123R). The Statement requires that compensation cost relating to share-based payment transactions be recognized in financial statements and
that this cost be measured based on the fair value of the equity or liability instruments issued. FAS No. 123 (Revised 2004) covers a wide range of share-based compensation arrangements including share options, restricted share plans,
performance-based awards, share appreciation rights, and employee share purchase plans. The Company will adopt FAS No. 123 (Revised 2004) on January 1, 2006 and is currently evaluating the impact the adoption of the standard will have on
the Companys results of operations.



In March 2005, the Securities and
Exchange Commission (SEC) issued Staff Accounting Bulletin No. 107 (SAB No. 107), Share-Based Payment, providing guidance on option valuation methods, the accounting for income tax effects of share-based
payment arrangements upon adoption of FAS No. 123R, and the disclosures in MD&A subsequent to the adoption. The Company will provide SAB No. 107 required disclosures upon adoption of FAS No. 123R on January 1,
2006 and is currently evaluating the impact the adoption of the standard will have on the Companys financial condition, results of operations, and cash flows.



In December 2004, FASB issued FAS No. 153, Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29. The
guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that
Opinion, however, included certain exceptions to that principle. FAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of
nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of FAS No. 153 are
effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard is not expected to have a
material effect on the Companys results of operations or financial position.



In June 2005, the FASB issued FAS No. 154, Accounting Changes and Errors Corrections, a replacement of APB Opinion No. 20 and FAS No. 3. The Statement applies to all voluntary changes in accounting principle, and
changes the requirements for accounting for and reporting of a change in accounting principle. FAS No. 154 requires retrospective application to prior periods financial statements of a voluntary change in accounting principle unless it is
impractical. APB Opinion No. 20 previously required that most voluntary changes in accounting principle be recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle. FAS
No.154 improves the financial reporting because its requirements enhance the consistency of financial reporting between periods.



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##### Table of Contents

First West Virginia Bancorp, Inc.

Managements Discussion and Analysis of the Financial Condition and

Results of Holding Company Operations



First West Virginia Bancorp, Inc., a West Virginia corporation headquartered in Wheeling, West Virginia, has one wholly-owned subsidiary: Progressive Bank, N.A., which
operates in Wheeling, Wellsburg, Moundsville, New Martinsville, Buckhannon and Weston, West Virginia and Bellaire, Ohio. Following is a discussion and analysis of the significant changes in the financial condition and results of operations of First
West Virginia Bancorp, Inc., (the Company), and its subsidiary for the three and nine months ended September 30, 2005 and 2004. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements, Notes, and
tables contained in this report, as well as with the Holding Companys Annual Report contained on Form 10-K for the year ended December 31, 2004.



Forward-Looking Information



Certain information contained in this report, which are not historical facts, may be forward-looking statements that involve risks and uncertainties. These statements are
subject to important factors that could cause action results to differ materially from those contemplated by such statements, including without limitation, the effect of changing economic conditions, changes in interest rates, changes in lending
activities, changes in state and federal regulations, and other external factors which may materially impact the Companys operational and financial performance.



Critical Accounting Policies



The accounting and reporting policies of First West Virginia Bancorp, Inc. ( the Company) and its subsidiary were prepared in
accordance with accounting principles generally accepted in the United States of America, (US GAAP) and to general practices within the financial services industry. The preparation of financial statements in conformity with US GAAP
requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Management has identified the significant accounting
policies and they are included in Note 1 to the Consolidated Financial Statements. The significant accounting policies are those that, due to the judgments, estimates and assumptions inherent in those policies, are critical to an understanding of
the Companys consolidated financial statements and managements discussion and analysis.



OVERVIEW



The Company reported net
income of $1,670,067 or $1.09 per share for the nine months ended September 30, 2005 compared to $1,992,292 or $1.30 per share for the same period during 2004. The decrease of $322,225 or 16.2% in earnings was primarily due to the increase in
noninterest expenses and the decrease in net interest income, offset in part by the increase in noninterest income and the decrease in the provision for loan losses for the nine months ended September 30, 2005 as compared to the same period in
2004. For the first nine months of 2005, the Companys return on average assets (ROA) was .82% as compared to .94% for the same period in 2004. The annualized return on average equity (ROE) was 9.20% for the nine months ended September 30,
2005 as compared to 11.63% for the same period in 2004.



For the third quarter
of 2005, net income was $613,555 or $.40 per share as compared to $707,973 or $.46 per share for the same period in 2004. The decrease in earnings of $94,418 or 13.3% was primarily due to the decrease in net interest income combined with the
increase in noninterest expenses, offset in part by the decrease in the provision for loan losses and the increase in noninterest income. The ROA was .92% for the three months ended September 30, 2005 as compared to .98% for the same period of
the prior year. For the three months ended September 30, 2005 compared to September 30, 2004, the ROE was 9.93% and 12.16%, respectively.



The Company ended the third quarter of 2005 with total assets of $264,188,611, down 5.6% over the year ended December 31, 2004. Loans decreased during the first nine
months of 2005 by $14,151,090, or 9.2%, to $140,179,947. Total deposits decreased by $13,710,923, or 5.8% since December 31, 2004 and was primarily due to the decreases in savings and time deposits, offset by increases in interest bearing and
noninterest bearing demand deposits.



The allowance for loan losses amounted to
$2,481,432 or 1.8% of total loans at September 30, 2005, compared to $2,356,101 or 1.5% of total loans at December 31, 2004. Non-performing assets were $2,141,000 at September 30, 2005, as compared to $1,642,000 at December 31,
2004. The increase in non-performing assets was primarily due to addition of two commercial loans and one residential real estate loan placed in nonaccrual during the first nine months of 2005.



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



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##### Table of Contents

Table One

SELECTED FINANCIAL DATA(Dollars in thousands, except per share data)



|                                 |  |                                              |         |   |                                             |   |         |                          |  |   |         |   |  |      |         |   |      |   |         |      |  |   |         |   |  |   |         |  
|-------------------------------- |  | -------------------------------------------- | ------- | - | ------------------------------------------- | - | ------- | ------------------------ |  | - | ------- | - |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                 |  | (Unaudited) Three Months Ended September 30, |         |   | (Unaudited) Nine Months Ended September 30, |   |         | Years ended December 31, | 
|                                 |  | 2005                                         |         |   | 2004                                        |   |         | 2005                     |  |   | 2004    |   |  | 2004 |         |   | 2003 |   |         | 2002 | 
|SUMMARY OF OPERATIONS            |  |                                              |         |   |                                             |   |         |                          |  |   |         |   |  |      |         |   |      |   |         |      |  |   |         |   |  |   |         |  
|Total interest income            |  | $                                            | 3,246   |   |                                             | $ | 3,429   |                          |  | $ | 9,823   |   |  | $    | 10,005  |   |      | $ | 13,406  |      |  | $ | 13,319  |   |  | $ | 14,309  |  
|Total interest expense           |  |                                              | 1,008   |   |                                             |   | 1,049   |                          |  |   | 3,005   |   |  |      | 3,154   |   |      |   | 4,195   |      |  |   | 4,603   |   |  |   | 5,101   |  
|Net interest income              |  |                                              | 2,238   |   |                                             |   | 2,380   |                          |  |   | 6,818   |   |  |      | 6,851   |   |      |   | 9,211   |      |  |   | 8,716   |   |  |   | 9,208   |  
|Provision for loan losses        |  |                                              |        |   |                                             |   | 90      |                          |  |   | 180     |   |  |      | 210     |   |      |   | 300     |      |  |   | 435     |   |  |   | 540     |  
|Total other income               |  |                                              | 375     |   |                                             |   | 335     |                          |  |   | 1,054   |   |  |      | 930     |   |      |   | 1,284   |      |  |   | 1,346   |   |  |   | 1,033   |  
|Total other expenses             |  |                                              | 1,824   |   |                                             |   | 1,708   |                          |  |   | 5,612   |   |  |      | 4,960   |   |      |   | 6,747   |      |  |   | 6,342   |   |  |   | 6,062   |  
|Income before income taxes       |  |                                              | 789     |   |                                             |   | 917     |                          |  |   | 2,080   |   |  |      | 2,611   |   |      |   | 3,448   |      |  |   | 3,285   |   |  |   | 3,639   |  
|Net income                       |  |                                              | 614     |   |                                             |   | 708     |                          |  |   | 1,670   |   |  |      | 1,992   |   |      |   | 2,637   |      |  |   | 2,518   |   |  |   | 2,674   |  
|PER SHARE DATA                   |  |                                              |         |   |                                             |   |         |                          |  |   |         |   |  |      |         |   |      |   |         |      |  |   |         |   |  |   |         |  
|Net income                       |  | $                                            | 0.40    |   |                                             | $ | 0.46    |                          |  | $ | 1.09    |   |  | $    | 1.30    |   |      | $ | 1.73    |      |  | $ | 1.64    |   |  | $ | 1.74    |  
|Cash dividends declared          |  |                                              | 0.19    |   |                                             |   | 0.19    |                          |  |   | 0.57    |   |  |      | 0.57    |   |      |   | 0.76    |      |  |   | 0.73    |   |  |   | 0.69    |  
|Book value per share             |  |                                              | 15.88   |   |                                             |   | 15.66   |                          |  |   | 15.88   |   |  |      | 15.66   |   |      |   | 15.67   |      |  |   | 15.07   |   |  |   | 14.60   |  
|AVERAGE BALANCE SHEET SUMMARY    |  |                                              |         |   |                                             |   |         |                          |  |   |         |   |  |      |         |   |      |   |         |      |  |   |         |   |  |   |         |  
|Total loans, net                 |  | $                                            | 142,302 |   |                                             | $ | 152,314 |                          |  | $ | 146,484 |   |  | $    | 150,725 |   |      | $ | 151,562 |      |  | $ | 137,826 |   |  | $ | 131,383 |  
|Investment securities            |  |                                              | 99,175  |   |                                             |   | 110,781 |                          |  |   | 103,454 |   |  |      | 111,113 |   |      |   | 110,528 |      |  |   | 117,758 |   |  |   | 93,962  |  
|Deposits - interest bearing      |  |                                              | 196,222 |   |                                             |   | 216,008 |                          |  |   | 203,143 |   |  |      | 216,844 |   |      |   | 215,937 |      |  |   | 217,064 |   |  |   | 200,170 |  
|Stockholders equity             |  |                                              | 24,535  |   |                                             |   | 23,172  |                          |  |   | 24,278  |   |  |      | 22,882  |   |      |   | 23,092  |      |  |   | 21,884  |   |  |   | 20,302  |  
|Total assets                     |  |                                              | 264,169 |   |                                             |   | 286,230 |                          |  |   | 272,744 |   |  |      | 284,077 |   |      |   | 284,930 |      |  |   | 277,952 |   |  |   | 252,543 |  
|SELECTED RATIOS                  |  |                                              |         |   |                                             |   |         |                          |  |   |         |   |  |      |         |   |      |   |         |      |  |   |         |   |  |   |         |  
|Return on average assets         |  |                                              | 0.92    | % |                                             |   | 0.98    | %                        |  |   | 0.82    | % |  |      | 0.94    | % |      |   | 0.93    | %    |  |   | 0.91    | % |  |   | 1.06    | %
|Return on average equity         |  |                                              | 9.93    | % |                                             |   | 12.16   | %                        |  |   | 9.20    | % |  |      | 11.63   | % |      |   | 11.42   | %    |  |   | 11.51   | % |  |   | 13.17   | %
|Average equity to average assets |  |                                              | 9.29    | % |                                             |   | 8.10    | %                        |  |   | 8.90    | % |  |      | 8.05    | % |      |   | 8.10    | %    |  |   | 7.87    | % |  |   | 8.04    | %
|Dividend payout ratio            |  |                                              | 47.50   | % |                                             |   | 41.30   | %                        |  |   | 52.29   | % |  |      | 43.85   | % |      |   | 43.93   | %    |  |   | 44.51   | % |  |   | 39.66   | %
|Loan to Deposit ratio            |  |                                              | 63.01   | % |                                             |   | 64.65   | %                        |  |   | 63.01   | % |  |      | 64.65   | % |      |   | 65.35   | %    |  |   | 60.64   | % |  |   | 59.11   | %



|                                                  |  |                          |         |              |   |         |  |      |         |      |   |         |  |   |        
|------------------------------------------------- |  | ------------------------ | ------- | ------------ | - | ------- |  | ---- | ------- | ---- | - | ------- |  | - | -------
|                                                  |  | (Unaudited)September 30, |         | December 31,
|                                                  |  | 2005                     |         | 2004         |   | 2004    |  | 2003 |         | 2002
|BALANCE SHEET                                     |  |                          |         |              |   |         |  |      |         |      |   |         |  |   |        
|Investments                                       |  | $                        | 101,083 |              | $ | 109,770 |  | $    | 106,561 |      | $ | 119,245 |  | $ | 108,065
|Loans                                             |  |                          | 140,180 |              |   | 155,633 |  |      | 154,331 |      |   | 146,711 |  |   | 136,772
|Other assets                                      |  |                          | 22,926  |              |   | 23,838  |  |      | 18,910  |      |   | 18,155  |  |   | 19,517 
|                                                  |  |                          |         |              |   |         |  |      |         |      |   |         |  |   |        
|Total Assets                                      |  | $                        | 264,189 |              | $ | 289,241 |  | $    | 279,802 |      | $ | 284,111 |  | $ | 264,354
|                                                  |  |                          |         |              |   |         |  |      |         |      |   |         |  |   |        
|Deposits                                          |  | $                        | 222,460 |              | $ | 240,732 |  | $    | 236,171 |      | $ | 241,947 |  | $ | 231,376
|Federal funds purchased and repurchase agreements |  |                          | 11,809  |              |   | 19,753  |  |      | 15,759  |      |   | 15,089  |  |   | 9,038  
|FHLB borrowings                                   |  |                          | 2,395   |              |   | 2,435   |  |      | 2,425   |      |   | 2,464   |  |   |       
|Long term debt                                    |  |                          | 2,000   |              |   |        |  |      |        |      |   |        |  |   |       
|Other liabilities                                 |  |                          | 1,253   |              |   | 2,379   |  |      | 1,494   |      |   | 1,580   |  |   | 1,480  
|Stockholders equity                              |  |                          | 24,272  |              |   | 23,942  |  |      | 23,953  |      |   | 23,031  |  |   | 22,460 
|                                                  |  |                          |         |              |   |         |  |      |         |      |   |         |  |   |        
|Total Liabilities and Stockholders equity        |  | $                        | 264,189 |              | $ | 289,241 |  | $    | 279,802 |      | $ | 284,111 |  | $ | 264,354
|                                                  |  |                          |         |              |   |         |  |      |         |      |   |         |  |   |        



Page 12



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##### Table of Contents

EARNINGS ANALYSIS - For the nine months ended September 30, 2005



Net Interest Income



Net interest income, which is the difference between interest earned on loans and
investments and interest paid on deposits and other liabilities, is the primary source of earnings for the Holding Company. Changes in the volume and mix of earning assets and interest bearing liabilities combined with changes in market rates of
interest greatly effect net interest income. Table Two presents the average balance sheets and an interest rate analysis for the nine months ended September 30, 2005 and 2004 and the year ended December 31, 2004.



For the nine months ended September 30, 2005, net interest income was $6,817,947, a
decrease of $33,069 or .5%, from the same period in 2004. The decrease in net interest income was primarily due to the decline in interest and fees on loans and investment securities combined with the increased interest expense paid on repurchase
agreements and other borrowings, offset in part by the decrease in interest paid on deposits and the increase in interest income on federal funds. The changes in the volume and mix of earning assets and interest bearing liabilities combined with the
changes in the market rates of interest resulted in taxable equivalent net interest yields on average earning assets of 3.88% for the nine months ended September 30, 2005, as compared to 3.73% at December 31, 2004 and 3.71% at
September 30, 2004.



During the nine months ended September 30, 2005,
interest expense decreased $148,292 or 4.7% as compared to the same period in 2004. The decline in the average volume of interest bearing liabilities primarily in savings and time deposits combined with the decrease in interest rates paid on savings
deposits contributed to the decrease in interest expense during the nine month period ended September 30, 2005. The average yield paid on interest bearing liabilities increased .04%, from 1.78% at December 31, 2004 to 1.82% at
September 30, 2005. The increase in the average yield on interest bearing liabilities was primarily due to the increase in the interest rates paid on certificates of deposit, repurchase agreements and other borrowings.



Noninterest Income



Noninterest income increased $124,113 or 13.4% for the nine months ended September 30,
2005 as compared to same period of the prior year. The increase in noninterest income was primarily due to the increase in gains on sales of investment securities combined with an increase in other operating income, offset in part by a decrease in
service charges and other fee income. The Company and its subsidiary bank accounted for securities gains of $144,770 and securities losses of $26,216 during the nine month period ended September 30, 2005 and those sales were attributable to
sales of marketable debt and equity securities. Service charges decreased $40,656 during the nine months ended September 30, 2005, down 6.8%, from the same period in 2004. The decrease in service charges primarily resulted from a decline in
overdraft fees assessed on deposit accounts as compared to the prior year. Other operating income represents fees from safe deposit box rentals, sales of checkbooks, sales of cashiers checks and money orders, utility collections, ATM charges
and card fees, home equity credit line fees, credit life commissions, credit card fees and commissions and various other charges and fees related to normal customer banking relationships. For the nine month period ended September 30, 2005,
other operating income increased $49,261 or 15.2% compared to the same period in 2004. The increase in other operating income resulted primarily from the earnings related to the cash surrender value of the bank owned life insurance on its key
officers, gains on sales of assets and ATM fees, offset in part by a decrease in miscellaneous income and other credit card fees.



Noninterest Expense



Noninterest expense increased $651,656 or 13.1% for the nine months ended September 30, 2005 as compared to same period of the prior year. The increase in
noninterest expense was primarily due to increases in other operating expenses, salary and employee benefits, and net occupancy expense.



Other operating expense amounted to $1,945,326, an increase of $411,050, or 26.8%, compared to the same period of the prior year and was attributable primarily to the
subsidiary banks compliance with the Formal Agreement, compliance with the Sarbanes-Oxley Act Section 404, a loss on the sale of other real estate owned which amounted to $59,032 and the outsourcing of investment securities portfolio
management, offset in part by decreased advertising expense and other taxes.



Other operating expenses for the nine months ended September 30 included the following:



|                                            |  |      |           |      |   |          
|------------------------------------------- |  | ---- | --------- | ---- | - | ---------
|Unaudited                                   |  | 2005 |           | 2004
|Directors fees                             |  | $    | 134,575   |      | $ | 97,427   
|Stationery and supplies                     |  |      | 130,033   |      |   | 103,992  
|Regulatory assessment and deposit insurance |  |      | 133,627   |      |   | 88,341   
|Advertising                                 |  |      | 101,139   |      |   | 131,980  
|Postage and transportation                  |  |      | 164,021   |      |   | 156,156  
|Other taxes                                 |  |      | 117,669   |      |   | 135,890  
|Service expense                             |  |      | 399,699   |      |   | 265,923  
|Other                                       |  |      | 764,563   |      |   | 554,567  
|                                            |  |      |           |      |   |          
|Total                                       |  | $    | 1,945,326 |      | $ | 1,534,276
|                                            |  |      |           |      |   |          



Page 13



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##### Table of Contents

EARNINGS ANALYSIS - Forthe nine months ended September 30, 2005
(Continued)



Noninterest Expense - (continued)



Salary and employee benefits increased $155,581 or 5.9% during the nine months ended
September 30, 2005 over the same period in 2004. The increased salary and employee benefit expense in 2005 compared to 2004 was primarily due to the hiring of additional personnel to enhance lending development and operations, increased
employee benefit costs and normal annual merit adjustments. Occupancy expenses increased $85,025 or 10.9% during the nine months ended September 30, 2005 compared to the same period in 2004. Increased building and maintenance costs and
equipment repair and maintenance costs primarily contributed to the increase in occupancy expenses in 2005 as compared to 2004. In January 2005 the Companys subsidiary bank leased office space for its executives in Wheeling, WV which
contributed to the increased building and maintenance costs as compared to the prior year.



Income Taxes



Income tax expense
for the nine month period ended September 30, 2005 was $410,171, declining 33.7% compared to the same period in 2004. Income tax expense decreased primarily due to the decrease in pre-taxable income of $530,612 during the first nine months of
2005 over the same period in 2004. Components of the income tax expense for September 30, 2005 were $322,238 for federal taxes and $87,933 for West Virginia corporate net income taxes.



Federal income tax rates and West Virginia corporate net income tax rates remain consistent
at 34% and 9%, respectively, for the nine months ended September 30, 2005 and 2004 and for the year ended December 31, 2004.



Page 14



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##### Table of Contents

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



The following table presents an average balance sheet, interest earned on interest bearing
assets, interest paid on interest bearing liabilities, average interest rates and interest differentials for the nine months ended September 30, 2005 and 2004 and the year ended December 31, 2004. Average balance sheet information for the
periods ended September 30, 2005 and 2004 and December 31, 2004 was compiled using the daily average balance sheet. Loan fees and unearned discounts were included in income for average rate calculation purposes. Average yields on
investment securities available for sale have been calculated based on amortized cost. Non-accrual loans were included in the average balance computations; however, no interest was included in income subsequent to the non-accrual status
classification.



|                                                                                                                                                                                                                                                                                                                                                                 |  |                                |         |   |                   |   |              |                                |      |                |  |   |          |   |              |   |        |                |      |   |          |   |              |   |  |   |        |  |      |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ------- | - | ----------------- | - | ------------ | ------------------------------ | ---- | -------------- |  | - | -------- | - | ------------ | - | ------ | -------------- | ---- | - | -------- | - | ------------ | - |  | - | ------ |  | ---- | -
|                                                                                                                                                                                                                                                                                                                                                                 |  | (Unaudited) September 30, 2005 |         |   | December 31, 2004 |   |              | (Unaudited) September 30, 2004 |     
|                                                                                                                                                                                                                                                                                                                                                                 |  | Average Volume                 |         |   | Interest          |   | Average Rate |                                |      | Average Volume |  |   | Interest |   | Average Rate |   |        | Average Volume |      |   | Interest |   | Average Rate |  
|ASSETS:                                                                                                                                                                                                                                                                                                                                                          |  |                                |         |   |                   |   |              |                                |      |                |  |   |          |   |              |   |        |                |      |   |          |   |              |   |  |   |        |  |      |  
|Investment securities:                                                                                                                                                                                                                                                                                                                                           |  |                                |         |   |                   |   |              |                                |      |                |  |   |          |   |              |   |        |                |      |   |          |   |              |   |  |   |        |  |      |  
|U.S. Treasury and U. S. Government agencies                                                                                                                                                                                                                                                                                                                      |  | $                              | 46,522  |   |                   | $ | 1,119        |                                | 3.22 | %              |  | $ | 47,484   |   |              | $ | 1,457  |                | 3.07 | % |          | $ | 48,293       |   |  | $ | 1,101  |  | 3.05 | %
|Mortgage backed securities                                                                                                                                                                                                                                                                                                                                       |  |                                | 37,273  |   |                   |   | 1,068        |                                | 3.83 | %              |  |   | 39,313   |   |              |   | 1,346  |                | 3.42 | % |          |   | 39,145       |   |  |   | 989    |  | 3.37 | %
|States and political subdivisions                                                                                                                                                                                                                                                                                                                                |  |                                | 18,617  |   |                   |   | 509          |                                | 3.66 | %              |  |   | 20,005   |   |              |   | 728    |                | 3.64 | % |          |   | 19,836       |   |  |   | 537    |  | 3.62 | %
|Other securities                                                                                                                                                                                                                                                                                                                                                 |  |                                | 1,042   |   |                   |   | 33           |                                | 4.23 | %              |  |   | 3,726    |   |              |   | 193    |                | 5.18 | % |          |   | 3,839        |   |  |   | 146    |  | 5.08 | %
|                                                                                                                                                                                                                                                                                                                                                                 |  |                                |         |   |                   |   |              |                                |      |                |  |   |          |   |              |   |        |                |      |   |          |   |              |   |  |   |        |  |      |  
|Total Investment securities:                                                                                                                                                                                                                                                                                                                                     |  |                                | 103,454 |   |                   |   | 2,729        |                                | 3.53 | %              |  |   | 110,528  |   |              |   | 3,724  |                | 3.37 | % |          |   | 111,113      |   |  |   | 2,773  |  | 3.33 | %
|                                                                                                                                                                                                                                                                                                                                                                 |  |                                |         |   |                   |   |              |                                |     
|Interest bearing deposits                                                                                                                                                                                                                                                                                                                                        |  |                                | 638     |   |                   |   | 13           |                                | 2.72 | %              |  |   | 993      |   |              |   | 11     |                | 1.11 | % |          |   | 1,156        |   |  |   | 9      |  | 1.04 | %
|Federal funds sold                                                                                                                                                                                                                                                                                                                                               |  |                                | 5,577   |   |                   |   | 121          |                                | 2.90 | %              |  |   | 6,041    |   |              |   | 77     |                | 1.27 | % |          |   | 5,752        |   |  |   | 46     |  | 1.07 | %
|Loans, net of unearned income                                                                                                                                                                                                                                                                                                                                    |  |                                | 146,484 |   |                   |   | 6,939        |                                | 6.33 | %              |  |   | 151,562  |   |              |   | 9,572  |                | 6.32 | % |          |   | 150,725      |   |  |   | 7,161  |  | 6.35 | %
|Other earning assets                                                                                                                                                                                                                                                                                                                                             |  |                                | 775     |   |                   |   | 21           |                                | 3.62 | %              |  |   | 930      |   |              |   | 22     |                | 2.37 | % |          |   | 932          |   |  |   | 16     |  | 2.29 | %
|                                                                                                                                                                                                                                                                                                                                                                 |  |                                |         |   |                   |   |              |                                |      |                |  |   |          |   |              |   |        |                |      |   |          |   |              |   |  |   |        |  |      |  
|Total earning assets                                                                                                                                                                                                                                                                                                                                             |  |                                | 256,928 |   |                   |   | 9,823        |                                | 5.11 | %              |  |   | 270,054  |   |              |   | 13,406 |                | 4.96 | % |          |   | 269,678      |   |  |   | 10,005 |  | 4.96 | %
|                                                                                                                                                                                                                                                                                                                                                                 |  |                                |         |   |                   |   |              |                                |     
|Cash and due from banks                                                                                                                                                                                                                                                                                                                                          |  |                                | 6,128   |   |                   |   |              |                                |      |                |  |   | 6,055    |   |              |   |        |                |      |   |          |   | 5,919        |   |  |   |        |  |      |  
|Bank premises and equipment                                                                                                                                                                                                                                                                                                                                      |  |                                | 4,092   |   |                   |   |              |                                |      |                |  |   | 3,876    |   |              |   |        |                |      |   |          |   | 3,880        |   |  |   |        |  |      |  
|Other assets                                                                                                                                                                                                                                                                                                                                                     |  |                                | 8,056   |   |                   |   |              |                                |      |                |  |   | 7,221    |   |              |   |        |                |      |   |          |   | 6,861        |   |  |   |        |  |      |  
|Allowance for loan losses                                                                                                                                                                                                                                                                                                                                        |  |                                | (2,460  | ) |                   |   |              |                                |      |                |  |   | (2,276   | ) |              |   |        |                |      |   |          |   | (2,261       | ) |  |   |        |  |      |  
|                                                                                                                                                                                                                                                                                                                                                                 |  |                                |         |   |                   |   |              |                                |      |                |  |   |          |   |              |   |        |                |      |   |          |   |              |   |  |   |        |  |      |  
|Total Assets                                                                                                                                                                                                                                                                                                                                                     |  | $                              | 272,744 |   |                   |   |              |                                |      |                |  | $ | 284,930  |   |              |   |        |                |      |   |          | $ | 284,077      |   |  |   |        |  |      |  
|                                                                                                                                                                                                                                                                                                                                                                 |  |                                |         |   |                   |   |              |                                |      |                |  |   |          |   |              |   |        |                |      |   |          |   |              |   |  |   |        |  |      |  
|LIABILITIES                                                                                                                                                                                                                                                                                                                                                      |  |                                |         |   |                   |   |              |                                |      |                |  |   |          |   |              |   |        |                |      |   |          |   |              |   |  |   |        |  |      |  
|Time deposits                                                                                                                                                                                                                                                                                                                                                    |  | $                              | 83,639  |   |                   | $ | 2,021        |                                | 3.23 | %              |  | $ | 87,972   |   |              | $ | 2,786  |                | 3.17 | % |          | $ | 88,711       |   |  | $ | 2,112  |  | 3.18 | %
|Savings deposits                                                                                                                                                                                                                                                                                                                                                 |  |                                | 80,822  |   |                   |   | 538          |                                | 0.89 | %              |  |   | 88,786   |   |              |   | 879    |                | 0.99 | % |          |   | 89,132       |   |  |   | 666    |  | 1.00 | %
|Interest bearing demand deposits                                                                                                                                                                                                                                                                                                                                 |  |                                | 38,682  |   |                   |   | 91           |                                | 0.31 | %              |  |   | 39,179   |   |              |   | 127    |                | 0.32 | % |          |   | 39,001       |   |  |   | 94     |  | 0.32 | %
|Federal funds purchased and repurchase agreements                                                                                                                                                                                                                                                                                                                |  |                                | 14,309  |   |                   |   | 226          |                                | 2.11 | %              |  |   | 16,906   |   |              |   | 286    |                | 1.69 | % |          |   | 15,879       |   |  |   | 195    |  | 1.64 | %
|Long term debt                                                                                                                                                                                                                                                                                                                                                   |  |                                | 938     |   |                   |   | 43           |                                | 6.13 | %              |  |   |         |   |              |   |       |                |     |   |          |   |             |   |  |   |       |  |     |  
|FHLB borrowings                                                                                                                                                                                                                                                                                                                                                  |  |                                | 2,410   |   |                   |   | 86           |                                | 4.77 | %              |  |   | 2,444    |   |              |   | 117    |                | 4.79 | % |          |   | 2,449        |   |  |   | 87     |  | 4.75 | %
|                                                                                                                                                                                                                                                                                                                                                                 |  |                                |         |   |                   |   |              |                                |      |                |  |   |          |   |              |   |        |                |      |   |          |   |              |   |  |   |        |  |      |  
|Total interest bearing liabilities                                                                                                                                                                                                                                                                                                                               |  |                                | 220,800 |   |                   |   | 3,005        |                                | 1.82 | %              |  |   | 235,287  |   |              |   | 4,195  |                | 1.78 | % |          |   | 235,172      |   |  |   | 3,154  |  | 1.79 | %
|Demand deposits                                                                                                                                                                                                                                                                                                                                                  |  |                                | 26,214  |   |                   |   |              |                                |      |                |  |   | 24,885   |   |              |   |        |                |      |   |          |   | 24,378       |   |  |   |        |  |      |  
|Other liabilities                                                                                                                                                                                                                                                                                                                                                |  |                                | 1,452   |   |                   |   |              |                                |      |                |  |   | 1,666    |   |              |   |        |                |      |   |          |   | 1,645        |   |  |   |        |  |      |  
|                                                                                                                                                                                                                                                                                                                                                                 |  |                                |         |   |                   |   |              |                                |      |                |  |   |          |   |              |   |        |                |      |   |          |   |              |   |  |   |        |  |      |  
|Total Liabilities                                                                                                                                                                                                                                                                                                                                                |  |                                | 248,466 |   |                   |   |              |                                |      |                |  |   | 261,838  |   |              |   |        |                |      |   |          |   | 261,195      |   |  |   |        |  |      |  
|STOCKHOLDERS EQUITY                                                                                                                                                                                                                                                                                                                                             |  |                                | 24,278  |   |                   |   |              |                                |      |                |  |   | 23,092   |   |              |   |        |                |      |   |          |   | 22,882       |   |  |   |        |  |      |  
|                                                                                                                                                                                                                                                                                                                                                                 |  |                                |         |   |                   |   |              |                                |      |                |  |   |          |   |              |   |        |                |      |   |          |   |              |   |  |   |        |  |      |  
|Total Liabilities and Stockholders Equity                                                                                                                                                                                                                                                                                                                       |  | $                              | 272,744 |   |                   |   |              |                                |      |                |  | $ | 284,930  |   |              |   |        |                |      |   |          | $ | 284,077      |   |  |   |        |  |      |  
|                                                                                                                                                                                                                                                                                                                                                                 |  |                                |         |   |                   |   |              |                                |      |                |  |   |          |   |              |   |        |                |      |   |          |   |              |   |  |   |        |  |      |  
|Net yield on earning assets                                                                                                                                                                                                                                                                                                                                      |  |                                |         |   |                   | $ | 6,818        |                                | 3.55 | %              |  |   |          |   |              | $ | 9,211  |                | 3.41 | % |          |   |              |   |  | $ | 6,851  |  | 3.39 | %
|                                                                                                                                                                                                                                                                                                                                                                 |  |                                |         |   |                   |   |              |                                |      |                |  |   |          |   |              |   |        |                |      |   |          |   |              |   |  |   |        |  |      |  
|                                                                                                                                                                                                                                                                                                                                                                
|The fully taxable equivalent basis of interest income from obligations of states and political subdivisions has been determined using a combined Federal and State corporate income
tax rate of 40% for the nine months ended September 30, 2005 and 2004, and the year ended December 31, 2004, respectively. The effect of this adjustment is presented below. | 
|                                                                                                                                                                                                                                                                                                                                                                 |  |                                |         |   |                   |   |              |                                |     
|Investment securities                                                                                                                                                                                                                                                                                                                                            |  | $                              | 103,454 |   |                   | $ | 3,039        |                                | 3.93 | %              |  | $ | 110,528  |   |              | $ | 4,165  |                | 3.77 | % |          | $ | 111,113      |   |  | $ | 3,097  |  | 3.72 | %
|Loans                                                                                                                                                                                                                                                                                                                                                            |  |                                | 146,484 |   |                   |   | 7,263        |                                | 6.63 | %              |  |   | 151,562  |   |              |   | 10,000 |                | 6.60 | % |          |   | 150,725      |   |  |   | 7,474  |  | 6.62 | %
|                                                                                                                                                                                                                                                                                                                                                                 |  |                                |         |   |                   |   |              |                                |      |                |  |   |          |   |              |   |        |                |      |   |          |   |              |   |  |   |        |  |      |  
|Total earning assets                                                                                                                                                                                                                                                                                                                                             |  | $                              | 256,928 |   |                   | $ | 10,457       |                                | 5.44 | %              |  | $ | 270,054  |   |              | $ | 14,275 |                | 5.29 | % |          | $ | 269,678      |   |  | $ | 10,642 |  | 5.27 | %
|                                                                                                                                                                                                                                                                                                                                                                 |  |                                |         |   |                   |   |              |                                |      |                |  |   |          |   |              |   |        |                |      |   |          |   |              |   |  |   |        |  |      |  
|Taxable equivalent net yield on earning assets                                                                                                                                                                                                                                                                                                                   |  |                                |         |   |                   | $ | 7,452        |                                | 3.88 | %              |  |   |          |   |              | $ | 10,080 |                | 3.73 | % |          |   |              |   |  | $ | 7,488  |  | 3.71 | %
|                                                                                                                                                                                                                                                                                                                                                                 |  |                                |         |   |                   |   |              |                                |      |                |  |   |          |   |              |   |        |                |      |   |          |   |              |   |  |   |        |  |      |  



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##### Table of Contents

EARNINGS ANALYSIS - For the three months ended September 30, 2005



Net Interest Income



For the three months ended September 30, 2005, net interest income was $2,238,076, a
decrease of $141,609 or 6.0%, from the same period in 2004. The decrease in net interest income was primarily due to the decline in interest and fees on loans and investment securities combined with the increased interest expense paid on repurchase
agreements and other borrowings, offset in part by the decrease in interest paid on deposits and the increase in interest income on federal funds. The changes in the volume and mix of earning assets and interest bearing liabilities combined with the
changes in the market rates of interest resulted in taxable equivalent net interest yields on average earning assets of 3.91% for the three months ended September 30, 2005, as compared to 3.84% at September 30, 2004. Table Three presents
the average balance sheets and an interest rate analysis for the three months ended September 30, 2005 and 2004.



During the three months ended September 30, 2005, interest expense decreased $40,472 or 3.9% as compared to the same period in 2004. The decrease in the average
volume of interest bearing liabilities, offset in part by an increase in the interest paid on interest bearing liabilities primarily resulted in the decline in interest expense. The average yield paid on interest bearing liabilities increased .11%,
from 1.77% at September 30, 2004 to 1.88% at September 30, 2005. The increase in the average yield on interest bearing liabilities was primarily due to the increase in the interest rates paid on repurchase agreements and time deposits.



Noninterest Income



Noninterest income increased $39,349 or 11.7% for the three months ended September 30,
2005 as compared to same period of the prior year. The increase in noninterest income was primarily due to the increase in gains on sales of investment securities combined with an increase in service charges and other fee income, offset in part by a
decrease in other operating income. The Company and its subsidiary bank accounted for securities gains of $49,570 and securities losses of $11,261 during the three month period ended September 30, 2005 and those sales were attributable to sales
of marketable debt and equity securities. Service charges increased $6,987 during the three months ended September 30, 2005, up 3.5%, from the same period in 2004. The increase in service charges primarily resulted from an increase in overdraft
fees assessed on deposit accounts as compared to the prior year. Other operating income represents fees from safe deposit box rentals, sales of checkbooks, sales of cashiers checks and money orders, utility collections, ATM charges and card
fees, home equity credit line fees, credit life commissions, credit card fees and commissions and various other charges and fees related to normal customer banking relationships. For the three month period ended September 30, 2005, other
operating income decreased $6,827 or 5.0% compared to the same period in 2004. The decrease in other operating income resulted primarily from the decrease in earnings related to the cash surrender value of the bank owned life insurance on its key
officers, and decreases in miscellaneous income and other credit card fees, offset in part by gains on sales of assets and ATM fees.



Noninterest Expense



Noninterest expense increased $116,118 or 6.8% for the three months ended September 30, 2005 as compared to same period of the prior year. The increase in
noninterest expense was primarily due to increases in other operating expenses and net occupancy expenses of premises. Other operating expense amounted to $615,686, an increase of $71,910, or 13.2%, compared to the same period of the prior year and
was attributable primarily to the subsidiary banks compliance with the Formal Agreement, increased audit fees for compliance with the Sarbanes-Oxley Act Section 404, and increased regulatory assessment and deposit insurance costs, offset
in part by decreased advertising expense.



Other operating expenses for the three months ended September 30 included the following:



|                                            |  |      |         |      |   |        
|------------------------------------------- |  | ---- | ------- | ---- | - | -------
|Unaudited                                   |  | 2005 |         | 2004
|Directors fees                             |  | $    | 51,275  |      | $ | 29,050 
|Stationery and supplies                     |  |      | 39,576  |      |   | 33,845 
|Regulatory assessment and deposit insurance |  |      | 54,792  |      |   | 29,172 
|Advertising                                 |  |      | 30,942  |      |   | 36,396 
|Postage and transportation                  |  |      | 56,033  |      |   | 53,857 
|Other taxes                                 |  |      | 44,710  |      |   | 43,952 
|Service expense                             |  |      | 108,322 |      |   | 108,397
|Other                                       |  |      | 230,036 |      |   | 209,107
|                                            |  |      |         |      |   |        
|Total                                       |  | $    | 615,686 |      | $ | 543,776
|                                            |  |      |         |      |   |        



Salary and employee benefits increased
$10,805 or 1.2% during the three months ended September 30, 2005 over the same period in 2004. The increased salary and employee benefit expense in 2005 compared to 2004 was primarily due to the hiring of additional personnel to enhance lending
operations and normal annual merit adjustments.



Income Taxes



Income tax expense for the three month period ended
September 30, 2005 was $175,470, declining 16.2% compared to the same period in 2004. Income tax expense decreased primarily due to the decrease in pre-taxable income of $128,378 during the three month period ended September 30, 2005 over
the same period in 2004. Components of the income tax expense for the three months ended September 30, 2005 were $141,573 for federal taxes and $33,897 for West Virginia corporate net income taxes.



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##### Table of Contents

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



The following table presents an average balance sheet, interest earned on interest bearing
assets, interest paid on interest bearing liabilities, average interest rates and interest differentials for the three months ended September 30, 2005 and 2004. Average balance sheet information for the periods ended September 30, 2005 and
2004 was compiled using the daily average balance sheet. Loan fees and unearned discounts were included in income for average rate calculation purposes. Average yields on investment securities available for sale have been calculated based on
amortized cost. Non-accrual loans were included in the average balance computations; however, no interest was included in income subsequent to the non-accrual status classification. Average rates were annualized for the three month periods ended
September 30, 2005 and 2004.



|                                                  |  |                                |         |   |                                |   |             |  |      |               |  |   |          |   |             |   |       |  |      |  
|------------------------------------------------- |  | ------------------------------ | ------- | - | ------------------------------ | - | ----------- |  | ---- | ------------- |  | - | -------- | - | ----------- | - | ----- |  | ---- | -
|                                                  |  | (Unaudited) September 30, 2005 |         |   | (Unaudited) September 30, 2004 |  
|                                                  |  | AverageVolume                  |         |   | Interest                       |   | AverageRate |  |      | AverageVolume |  |   | Interest |   | AverageRate |  
|ASSETS:                                           |  |                                |         |   |                                |   |             |  |      |               |  |   |          |   |             |   |       |  |      |  
|Investment securities:                            |  |                                |         |   |                                |   |             |  |      |               |  |   |          |   |             |   |       |  |      |  
|U.S. treasury and other U.S. Government agencies  |  | $                              | 44,369  |   |                                | $ | 363         |  | 3.25 | %             |  | $ | 46,065   |   |             | $ | 358   |  | 3.09 | %
|Mortgage backed securities                        |  |                                | 35,674  |   |                                |   | 350         |  | 3.89 | %             |  |   | 39,196   |   |             |   | 336   |  | 3.41 | %
|Obligations of states and political subdivisions  |  |                                | 18,634  |   |                                |   | 170         |  | 3.62 | %             |  |   | 21,241   |   |             |   | 196   |  | 3.67 | %
|Other securities                                  |  |                                | 498     |   |                                |   | 3           |  | 2.39 | %             |  |   | 4,279    |   |             |   | 51    |  | 4.74 | %
|                                                  |  |                                |         |   |                                |   |             |  |      |               |  |   |          |   |             |   |       |  |      |  
|Total Investment securities:                      |  |                                | 99,175  |   |                                |   | 886         |  | 3.54 | %             |  |   | 110,781  |   |             |   | 941   |  | 3.38 | %
|                                                  |  |                                |         |   |                                |  
|Interest bearing deposits                         |  |                                | 635     |   |                                |   | 5           |  | 3.12 | %             |  |   | 546      |   |             |   | 2     |  | 1.46 | %
|Federal funds sold                                |  |                                | 5,384   |   |                                |   | 46          |  | 3.39 | %             |  |   | 5,534    |   |             |   | 20    |  | 1.44 | %
|Loans, net of unearned income                     |  |                                | 142,302 |   |                                |   | 2,303       |  | 6.42 | %             |  |   | 152,314  |   |             |   | 2,461 |  | 6.43 | %
|Other earning assets                              |  |                                | 796     |   |                                |   | 6           |  | 2.99 | %             |  |   | 926      |   |             |   | 5     |  | 2.15 | %
|                                                  |  |                                |         |   |                                |   |             |  |      |               |  |   |          |   |             |   |       |  |      |  
|Total earning assets                              |  |                                | 248,292 |   |                                |   | 3,246       |  | 5.19 | %             |  |   | 270,101  |   |             |   | 3,429 |  | 5.05 | %
|                                                  |  |                                |         |   |                                |  
|Cash and due from banks                           |  |                                | 6,095   |   |                                |   |             |  |      |               |  |   | 6,292    |   |             |   |       |  |      |  
|Bank premises and equipment                       |  |                                | 4,227   |   |                                |   |             |  |      |               |  |   | 3,896    |   |             |   |       |  |      |  
|Other assets                                      |  |                                | 8,071   |   |                                |   |             |  |      |               |  |   | 8,206    |   |             |   |       |  |      |  
|Allowance for loan losses                         |  |                                | (2,516  | ) |                                |   |             |  |      |               |  |   | (2,265   | ) |             |   |       |  |      |  
|                                                  |  |                                |         |   |                                |   |             |  |      |               |  |   |          |   |             |   |       |  |      |  
|Total Assets                                      |  | $                              | 264,169 |   |                                |   |             |  |      |               |  | $ | 286,230  |   |             |   |       |  |      |  
|                                                  |  |                                |         |   |                                |   |             |  |      |               |  |   |          |   |             |   |       |  |      |  
|LIABILITIES                                       |  |                                |         |   |                                |   |             |  |      |               |  |   |          |   |             |   |       |  |      |  
|Time deposits                                     |  | $                              | 82,743  |   |                                | $ | 687         |  | 3.29 | %             |  | $ | 86,385   |   |             | $ | 676   |  | 3.11 | %
|Savings deposits                                  |  |                                | 75,432  |   |                                |   | 160         |  | 0.84 | %             |  |   | 89,916   |   |             |   | 231   |  | 1.02 | %
|Interest bearing demand deposits                  |  |                                | 38,047  |   |                                |   | 37          |  | 0.39 | %             |  |   | 39,707   |   |             |   | 37    |  | 0.37 | %
|Federal funds purchased and repurchase agreements |  |                                | 11,581  |   |                                |   | 64          |  | 2.19 | %             |  |   | 17,719   |   |             |   | 76    |  | 1.71 | %
|Long-term debt                                    |  |                                | 2,000   |   |                                |   | 32          |  | 6.35 | %             |  |   |         |   |             |   |      |  |     |  
|FHLB borrowings                                   |  |                                | 2,400   |   |                                |   | 28          |  | 4.63 | %             |  |   | 2,441    |   |             |   | 29    |  | 4.73 | %
|                                                  |  |                                |         |   |                                |   |             |  |      |               |  |   |          |   |             |   |       |  |      |  
|Total interest bearing liabilities                |  |                                | 212,203 |   |                                |   | 1,008       |  | 1.88 | %             |  |   | 236,168  |   |             |   | 1,049 |  | 1.77 | %
|                                                  |  |                                |         |   |                                |  
|Demand deposits                                   |  |                                | 26,009  |   |                                |   |             |  |      |               |  |   | 25,318   |   |             |   |       |  |      |  
|Other liabilities                                 |  |                                | 1,422   |   |                                |   |             |  |      |               |  |   | 1,572    |   |             |   |       |  |      |  
|                                                  |  |                                |         |   |                                |   |             |  |      |               |  |   |          |   |             |   |       |  |      |  
|Total Liabilities                                 |  |                                | 239,634 |   |                                |   |             |  |      |               |  |   | 263,058  |   |             |   |       |  |      |  
|                                                  |  |                                |         |   |                                |  
|STOCKHOLDERS EQUITY                              |  |                                | 24,535  |   |                                |   |             |  |      |               |  |   | 23,172   |   |             |   |       |  |      |  
|                                                  |  |                                |         |   |                                |   |             |  |      |               |  |   |          |   |             |   |       |  |      |  
|Total Liabilities and Stockholders Equity        |  | $                              | 264,169 |   |                                |   |             |  |      |               |  | $ | 286,230  |   |             |   |       |  |      |  
|                                                  |  |                                |         |   |                                |   |             |  |      |               |  |   |          |   |             |   |       |  |      |  
|Net yield on earning assets                       |  |                                |         |   |                                | $ | 2,238       |  | 3.58 | %             |  |   |          |   |             | $ | 2,380 |  | 3.51 | %
|                                                  |  |                                |         |   |                                |   |             |  |      |               |  |   |          |   |             |   |       |  |      |  



The fully taxable equivalent basis of
interest income from obligations of states and political subdivisions has been determined using a combined Federal and State corporate income tax rate of 40% for the three months ended September 30, 2005 and 2004, respectively. The effect of
this adjustment is presented below.



|                                               |  |   |         |  |   |       |  |      |   |  |   |         |  |   |       |  |      |  
|---------------------------------------------- |  | - | ------- |  | - | ----- |  | ---- | - |  | - | ------- |  | - | ----- |  | ---- | -
|Investment securities                          |  | $ | 99,175  |  | $ | 989   |  | 3.96 | % |  | $ | 110,781 |  | $ | 1,060 |  | 3.81 | %
|Loans                                          |  |   | 142,302 |  |   | 2,407 |  | 6.71 | % |  |   | 152,314 |  |   | 2,569 |  | 6.71 | %
|                                               |  |   |         |  |   |       |  |      |   |  |   |         |  |   |       |  |      |  
|Total earning assets                           |  | $ | 248,292 |  | $ | 3,453 |  | 5.52 | % |  | $ | 270,101 |  | $ | 3,656 |  | 5.38 | %
|                                               |  |   |         |  |   |       |  |      |   |  |   |         |  |   |       |  |      |  
|Taxable equivalent net yield on earning assets |  |   |         |  | $ | 2,445 |  | 3.91 | % |  |   |         |  | $ | 2,607 |  | 3.84 | %
|                                               |  |   |         |  |   |       |  |      |   |  |   |         |  |   |       |  |      |  



Page 17



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##### Table of Contents

Balance Sheet Analysis



Investments



Investment securities decreased $5,478,491 or 5.1% from December 31, 2004 to September 30, 2005. The investment portfolio is managed to attempt to achieve an optimum mix of asset quality, liquidity and
maximum yield on investments. Taxable securities comprised 81.6% and 82.3% of total securities at September 30, 2005 and December 31, 2004, respectively. Other than the normal risks inherent in purchasing U.S. Treasury securities, U.S.
Government corporation and agencies securities, and obligations of states and political subdivisions, i.e. interest rate risk, management has no knowledge of other market or credit risk involved in these investments. The Company does not have any
high risk hybrid/derivative instruments.



Investment securities that are
classified available for sale are available for sale at any time based upon managements assessment of changes in economic or financial market conditions. These securities are carried at fair value and the unrealized holding gains and losses,
net of taxes, are reflected as a separate component of stockholders equity until realized. Available for sale securities, at fair value decreased $5,471,654 or 5.3% from December 31, 2004, and represented 97.2% of the investment portfolio
at September 30, 2005. The decrease was primarily due to maturities and calls of U.S. Treasury and U.S. Government corporation and agency securities and obligations of states and political subdivisions and sales of corporate debt securities.
The held to maturity securities decreased $6,837 or .2% from December 31, 2004 and represented 2.8% of the investment portfolio as of September 30, 2005. As the investment portfolio consists primarily of fixed rate debt securities, changes
in the market rates of interest will effect the carrying value of securities available for sale, adjusted upward or downward under the requirements of FAS 115 and represent temporary adjustments in values. The carrying value of securities available
for sale was decreased by $659,442 at September 30, 2005 and increased by $110,482 at December 31, 2004. The fair value of securities classified as held to maturity was above book value by $51,506 and $102,751 at September 30, 2005
and December 31, 2004, respectively.



Table Four - Investment Portfolio



The following table presents the book
values of investment securities (in thousands):



|                                                                                      |  |                              |         |                  |   |        
|------------------------------------------------------------------------------------- |  | ---------------------------- | ------- | ---------------- | - | -------
|                                                                                      |  | (Unaudited)September 30,2005 |         | December 31,2004
|Securities held to maturity:                                                          |  |                              |         |                  |   |        
|Obligations of States & Political Subdivisions                                        |  | $                            | 2,818   |                  | $ | 2,825  
|                                                                                      |  |                              |         |                  |   |        
|Total held to maturity                                                                |  | $                            | 2,818   |                  | $ | 2,825  
|                                                                                      |  |                              |         |                  |   |        
|Securities available for sale:                                                        |  |                              |         |                  |   |        
|                                                                                      |  |                             
|U.S. Treasury securities and obligations of U.S. Government corporations and Agencies |  | $                            | 46,716  |                  | $ | 43,590 
|Obligations of States & Political Subdivisions                                        |  |                              | 16,939  |                  |   | 17,263 
|Corporate Debt Securities                                                             |  |                              |        |                  |   | 2,848  
|Mortgage-Backed Securities                                                            |  |                              | 34,216  |                  |   | 39,390 
|Equity Securities                                                                     |  |                              | 394     |                  |   | 645    
|                                                                                      |  |                              |         |                  |   |        
|Total available for sale                                                              |  | $                            | 98,265  |                  | $ | 103,736
|                                                                                      |  |                              |         |                  |   |        
|Total                                                                                 |  | $                            | 101,083 |                  | $ | 106,561
|                                                                                      |  |                              |         |                  |   |        



Page 18



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##### Table of Contents

Investments - Continued



Table Five - Maturity distribution of Investment Portfolio

(dollars in thousands)



The maturity
distribution using book value including accretion of discounts and amortization of premiums and approximate yield of investment securities at September 30, 2005 and December 31, 2004 are presented in the following table. Tax equivalent
yield basis was used on tax exempt obligations. Approximate yield was calculated using a weighted average of yield to maturities.



|                                                 |  |                                |       |       |                              |   |        |                             |        |  |                              |        |  |       |       |  |        |   |       |   |         |  |      |  
|------------------------------------------------ |  | ------------------------------ | ----- | ----- | ---------------------------- | - | ------ | --------------------------- | ------ |  | ---------------------------- | ------ |  | ----- | ----- |  | ------ | - | ----- | - | ------- |  | ---- | -
|                                                 |  | (Unaudited) September 30, 2005 |       |       | December 31, 2004            |  
|                                                 |  | Securities Held to Maturity    |       |       | SecuritiesAvailable for Sale |   |        | Securities Held to Maturity |        |  | SecuritiesAvailable for Sale |       
|                                                 |  | Amount                         |       | Yield |                              |   | Amount |                             | Yield  |  |                              | Amount |  | Yield |       |  | Amount |   | Yield |  
|U.S. Treasury and other U.S. Government Agencies |  |                                |       |       |                              |   |        |                             |        |  |                              |        |  |       |       |  |        |   |       |   |         |  |      |  
|Within One Year                                  |  | $                              |      |       |                             | % |        | $                           | 16,593 |  | 2.63                         | %      |  | $     |      |  |       | % |       | $ | 11,058  |  | 2.24 | %
|After One But Within Five Years                  |  |                                |      |       |                             |   |        |                             | 27,397 |  | 3.55                         |        |  |       |      |  |       |   |       |   | 27,141  |  | 3.22 |  
|After Five But Within Ten Years                  |  |                                |      |       |                             |   |        |                             | 2,507  |  | 4.33                         |        |  |       |      |  |       |   |       |   | 5,163   |  | 4.27 |  
|After Ten Years                                  |  |                                |      |       |                             |   |        |                             | 219    |  | 3.76                         |        |  |       |      |  |       |   |       |   | 228     |  | 2.39 |  
|                                                 |  |                                |       |       |                              |   |        |                             |        |  |                              |        |  |       |       |  |        |   |       |   |         |  |      |  
|                                                 |  |                                |      |       |                             |   |        |                             | 46,716 |  | 3.27                         |        |  |       |      |  |       |   |       |   | 43,590  |  | 3.09 |  
|                                                 |  |                                |       |       |                              |   |        |                            
|States & Political Subdivisions Within One Year  |  |                                | 1,322 |       | 5.89                         |   |        |                             | 932    |  | 5.76                         |        |  |       | 1,049 |  | 5.96   |   |       |   | 536     |  | 4.29 |  
|After One But Within Five Years                  |  |                                | 1,398 |       | 6.64                         |   |        |                             | 5,363  |  | 4.22                         |        |  |       | 1,679 |  | 6.46   |   |       |   | 6,597   |  | 4.42 |  
|After Five But Within Ten Years                  |  |                                | 98    |       | 7.95                         |   |        |                             | 7,282  |  | 5.09                         |        |  |       | 97    |  | 7.95   |   |       |   | 8,009   |  | 5.14 |  
|After Ten Years                                  |  |                                |      |       |                             |   |        |                             | 3,362  |  | 5.98                         |        |  |       |      |  |       |   |       |   | 2,121   |  | 6.06 |  
|                                                 |  |                                |       |       |                              |   |        |                             |        |  |                              |        |  |       |       |  |        |   |       |   |         |  |      |  
|                                                 |  |                                | 2,818 |       | 6.33                         |   |        |                             | 16,939 |  | 5.03                         |        |  |       | 2,825 |  | 6.33   |   |       |   | 17,263  |  | 4.95 |  
|                                                 |  |                                |       |       |                              |   |        |                            
|Corporate Debt Securities Within One Year        |  |                                |      |       |                             |   |        |                             |       |  |                             |        |  |       |      |  |       |   |       |   | 1,811   |  | 6.29 |  
|After One But Within Five Years                  |  |                                |      |       |                             |   |        |                             |       |  |                             |        |  |       |      |  |       |   |       |   | 1,037   |  | 5.76 |  
|                                                 |  |                                |       |       |                              |   |        |                             |        |  |                              |        |  |       |       |  |        |   |       |   |         |  |      |  
|                                                 |  |                                |      |       |                             |   |        |                             |       |  |                             |        |  |       |      |  |       |   |       |   | 2,848   |  | 6.10 |  
|                                                 |  |                                |       |       |                              |   |        |                            
|Mortgage-Backed Securities                       |  |                                |      |       |                             |   |        |                             | 34,216 |  | 4.25                         |        |  |       |      |  |       |   |       |   | 39,390  |  | 3.95 |  
|Equity Securities                                |  |                                |      |       |                             |   |        |                             | 394    |  | 2.71                         |        |  |       |      |  |       |   |       |   | 645     |  | 2.13 |  
|                                                 |  |                                |       |       |                              |   |        |                             |        |  |                              |        |  |       |       |  |        |   |       |   |         |  |      |  
|Total                                            |  | $                              | 2,818 |       | 6.33                         | % |        | $                           | 98,265 |  | 3.91                         | %      |  | $     | 2,825 |  | 6.33   | % |       | $ | 103,736 |  | 3.80 | %
|                                                 |  |                                |       |       |                              |   |        |                             |        |  |                              |        |  |       |       |  |        |   |       |   |         |  |      |  



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##### Table of Contents

Loans



Loans represent the largest asset on the Companys balance sheet. Total loans, net of unearned income, decreased approximately $14.2 million or 9.2% from
December 31, 2004 to September 30, 2005. The decline in the loan portfolio during 2005 was primarily due to decreases of approximately $5.3 million in residential real estate loans, $6.7 million in commercial loans, $1.1 million in
installment loans, and $1.1 million in other loans. The decline in loans is primarily attributable to the increased competition for quality loans in the markets served by the subsidiary bank. Additionally, approximately $1.5 million in loans were
participated to other financial institutions to assist in the attainment of the risk based capital requirements under the terms of the Formal Agreement.



Real estate residential loans which include real estate construction, real estate farmland, and real estate residential loans comprised thirty-three percent (33%) of
the loan portfolio. Commercial loans which include real estate secured by non-farm, non-residential and commercial and industrial loans comprised forty-five percent (45%) of the loan portfolio. Installment loans comprised twelve percent
(12%) of the loan portfolio. Other loans which include non-rated industrial development obligations, direct financing leases and other loans comprised ten percent (10%) of the loan portfolio. The changes in the composition of the loan
portfolio since December 31, 2004 were a 1% increase in other loans and a 1% decrease in real estate residential loans.



Table Six - Loan Portfolio

Loans
outstanding are as follows: (in thousands)



|                                              |  |                   |         |                  |   |        
|--------------------------------------------- |  | ----------------- | ------- | ---------------- | - | -------
|                                              |  | (Unaudited)       |         |                 
|                                              |  | September 30,2005 |         | December 31,2004
|Real Estate - residential:                    |  |                   |         |                  |   |        
|Real Estate - construction                    |  | $                 | 1,265   |                  | $ | 1,841  
|Real Estate - farmland                        |  |                   | 412     |                  |   | 263    
|Real Estate - residential                     |  |                   | 44,858  |                  |   | 49,754 
|                                              |  |                   |         |                  |   |        
|                                              |  | $                 | 46,535  |                  | $ | 51,858 
|                                              |  |                   |         |                  |   |        
|Commercial:                                   |  |                   |         |                  |   |        
|Real Estate-secured by nonfarm nonresidential |  | $                 | 48,781  |                  | $ | 51,699 
|Commercial and industrial                     |  |                   | 14,365  |                  |   | 18,092 
|                                              |  |                   |         |                  |   |        
|                                              |  | $                 | 63,146  |                  | $ | 69,791 
|                                              |  |                   |         |                  |   |        
|Installment:                                  |  |                   |         |                  |   |        
|Installment and other loans to individuals    |  | $                 | 17,263  |                  | $ | 18,324 
|                                              |  |                   |         |                  |   |        
|Other:                                        |  |                   |         |                  |   |        
|Nonrated industrial development obligations   |  | $                 | 13,378  |                  | $ | 14,538 
|Other loans                                   |  |                   | 63      |                  |   | 40     
|                                              |  |                   |         |                  |   |        
|                                              |  | $                 | 13,441  |                  | $ | 14,578 
|                                              |  |                   |         |                  |   |        
|Total                                         |  |                   | 140,385 |                  |   | 154,551
|Less unearned interest                        |  |                   | 205     |                  |   | 220    
|                                              |  |                   |         |                  |   |        
|                                              |  | $                 | 140,180 |                  | $ | 154,331
|                                              |  |                   |         |                  |   |        



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##### Table of Contents

Table Seven

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

(dollars in thousands)



The following table presents the contractual maturities of loans other than installment loans
and residential mortgages as of September 30, 2005 and December 31, 2004:



|                                                                     |  |                    |       |                                |   |                 |  |                    |        |                                |   |                 |  |   |        |  |   |       
|-------------------------------------------------------------------- |  | ------------------ | ----- | ------------------------------ | - | --------------- |  | ------------------ | ------ | ------------------------------ | - | --------------- |  | - | ------ |  | - | ------
|                                                                     |  | September 30, 2005 |       | December 31, 2004             
|                                                                     |  | In oneYear or Less |       | After oneYearThroughFive Years |   | AfterFive Years |  | In oneYear or Less |        | After oneYearThroughFive Years |   | AfterFive Years
|Real estate construction                                             |  | $                  | 325   |                                | $ | 579             |  | $                  | 361    |                                | $ | 515             |  | $ | 752    |  | $ | 574   
|Commercial real estate - secured by nonfarm, nonresidential property |  |                    | 1,965 |                                |   | 1,898           |  |                    | 44,918 |                                |   | 1,544           |  |   | 2,263  |  |   | 47,892
|Commercial and industrial                                            |  |                    | 817   |                                |   | 6,973           |  |                    | 6,575  |                                |   | 1,310           |  |   | 7,866  |  |   | 8,916 
|Nonrated industrial development obligations                          |  |                    | 1,568 |                                |   | 3,193           |  |                    | 8,617  |                                |   | 1,585           |  |   | 3,638  |  |   | 9,315 
|                                                                     |  |                    |       |                                |   |                 |  |                    |        |                                |   |                 |  |   |        |  |   |       
|Total                                                                |  | $                  | 4,675 |                                | $ | 12,643          |  | $                  | 60,471 |                                | $ | 4,954           |  | $ | 14,519 |  | $ | 66,697
|                                                                     |  |                    |       |                                |   |                 |  |                    |        |                                |   |                 |  |   |        |  |   |       



The following table presents an
analysis of fixed and variable rate loans as of September 30, 2005 and December 31, 2004 along with the contractual maturities of loans other than installment loans and residential mortgages:



|               |  |                    |       |                                |   |                 |  |                    |        |                                |   |                 |  |   |        |  |   |       
|-------------- |  | ------------------ | ----- | ------------------------------ | - | --------------- |  | ------------------ | ------ | ------------------------------ | - | --------------- |  | - | ------ |  | - | ------
|               |  | September 30, 2005 |       | December 31, 2004             
|               |  | In oneYear or Less |       | After oneYearThroughFive Years |   | AfterFive Years |  | In oneYear or Less |        | After oneYearThroughFive Years |   | AfterFive Years
|Fixed Rates    |  | $                  | 1,934 |                                | $ | 7,692           |  | $                  | 11,632 |                                | $ | 2,951           |  | $ | 9,378  |  | $ | 12,817
|Variable Rates |  |                    | 2,741 |                                |   | 4,951           |  |                    | 48,839 |                                |   | 2,003           |  |   | 5,141  |  |   | 53,880
|               |  |                    |       |                                |   |                 |  |                    |        |                                |   |                 |  |   |        |  |   |       
|Total          |  | $                  | 4,675 |                                | $ | 12,643          |  | $                  | 60,471 |                                | $ | 4,954           |  | $ | 14,519 |  | $ | 66,697
|               |  |                    |       |                                |   |                 |  |                    |        |                                |   |                 |  |   |        |  |   |       



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



Total non-performing loans were $2,141,000 at September 30, 2005 as compared to $1,642,000 at December 31, 2004. The increase in
non-performing loans was primarily due to the addition of two commercial loans and one residential real estate loan placed in non-accrual during the first nine months of 2005. Loans past due 90 days or more and still accruing interest were $94,000
at September 30, 2005, as compared to $17,000 at December 31, 2004.



Loans are placed in non-accrual when the principal or interest is past due 90 days or more, unless the loan is both well secured and in the process of collection. Non-accrual loans were at $1,994,000 or 1.4% of total loans outstanding as of
September 30, 2005, as compared to $1,441,000 or .9% of total loans at December 31, 2004. Management continues to monitor the nonperforming assets to ensure against deterioration in collateral values.



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##### Table of Contents

Loans - Continued



Table Eight - Risk Elements



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



|                                                                 |  |                          |       |   |                   |   |       |   |  |   |       |  
|---------------------------------------------------------------- |  | ------------------------ | ----- | - | ----------------- | - | ----- | - |  | - | ----- | -
|                                                                 |  | (Unaudited)September 30, |       |   | December 31, 2004 |  
|(dollars in thousands)                                           |  | 2005                     |       |   | 2004              |   |      
|Past Due 90 Days or More:                                        |  |                          |       |   |                   |   |       |   |  |   |       |  
|Real Estate - residential                                        |  | $                        | 87    |   |                   | $ |      |   |  | $ |      |  
|Commercial                                                       |  |                          |      |   |                   |   |      |   |  |   | 6     |  
|Installment                                                      |  |                          | 7     |   |                   |   | 16    |   |  |   | 11    |  
|                                                                 |  |                          |       |   |                   |   |       |   |  |   |       |  
|                                                                 |  | $                        | 94    |   |                   | $ | 16    |   |  | $ | 17    |  
|                                                                 |  |                          |       |   |                   |   |       |   |  |   |       |  
|Non-accrual:                                                     |  |                          |       |   |                   |   |       |   |  |   |       |  
|Real Estate - residential                                        |  | $                        | 463   |   |                   | $ | 4     |   |  | $ | 74    |  
|Commercial                                                       |  |                          | 1,478 |   |                   |   | 1,169 |   |  |   | 1,357 |  
|Installment                                                      |  |                          | 53    |   |                   |   | 10    |   |  |   | 10    |  
|                                                                 |  |                          |       |   |                   |   |       |   |  |   |       |  
|                                                                 |  | $                        | 1,994 |   |                   | $ | 1,183 |   |  | $ | 1,441 |  
|                                                                 |  |                          |       |   |                   |   |       |   |  |   |       |  
|Other Real Estate                                                |  | $                        | 53    |   |                   | $ | 184   |   |  | $ | 184   |  
|                                                                 |  |                          |       |   |                   |   |       |   |  |   |       |  
|Total non-performing assets                                      |  | $                        | 2,141 |   |                   | $ | 1,383 |   |  | $ | 1,642 |  
|                                                                 |  |                          |       |   |                   |   |       |   |  |   |       |  
|Total non-performing assets to total loans and other real estate |  |                          | 1.53  | % |                   |   | 0.89  | % |  |   | 1.06  | %



Generally, all banks recognize
interest income on the accrual basis, except for certain loans which are placed on a non-accrual status. Loans are placed on a non-accrual status, when in the opinion of management doubt exists as to its collectibility. In accordance with the Office
of the Comptroller of the Currency Policy, banks may not accrue interest on any loan which either the principal or interest is past due 90 days or more unless the loan is both well secured and in the process of collection. The amount of interest
income that would have been recognized had the loans performed in accordance with their original terms was approximately $109,400, $77,100 and $105,700 for the nine months ended September 30, 2005 and 2004 and for the year ended
December 31, 2004, respectively.



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##### Table of Contents

Table Nine

Analysis of Allowance for Possible Loan Losses

(dollars in thousands)



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



|                                                                           |  |                          |         |   |                   |   |         |   |  |   |         |  
|-------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ----------------- | - | ------- | - |  | - | ------- | -
|                                                                           |  | (Unaudited)September 30, |         |   | December 31, 2004 |  
|                                                                           |  | 2005                     |         |   | 2004              |   |        
|Allowance for loan losses:                                                 |  |                          |         |   |                   |   |         |   |  |   |         |  
|Balance at beginning of period:                                            |  | $                        | 2,356   |   |                   | $ | 2,305   |   |  | $ | 2,305   |  
|                                                                           |  |                          |        
|Loans Charged Off:                                                         |  |                          |         |   |                   |   |         |   |  |   |         |  
|Real Estate - residential                                                  |  |                          | 12      |   |                   |   | 3       |   |  |   | 3       |  
|Commercial                                                                 |  |                          | 15      |   |                   |   | 229     |   |  |   | 229     |  
|Installment                                                                |  |                          | 49      |   |                   |   | 65      |   |  |   | 70      |  
|                                                                           |  |                          |         |   |                   |   |         |   |  |   |         |  
|                                                                           |  |                          | 76      |   |                   |   | 297     |   |  |   | 302     |  
|Recoveries:                                                                |  |                          |         |   |                   |   |         |   |  |   |         |  
|Real Estate - residential                                                  |  |                          | 2       |   |                   |   | 17      |   |  |   | 17      |  
|Commercial                                                                 |  |                          | 1       |   |                   |   | 14      |   |  |   | 20      |  
|Installment                                                                |  |                          | 18      |   |                   |   | 14      |   |  |   | 16      |  
|                                                                           |  |                          |         |   |                   |   |         |   |  |   |         |  
|                                                                           |  |                          | 21      |   |                   |   | 45      |   |  |   | 53      |  
|                                                                           |  |                          |        
|Net Charge-offs                                                            |  |                          | 55      |   |                   |   | 252     |   |  |   | 249     |  
|                                                                           |  |                          |        
|Additions Charged to Operations                                            |  |                          | 180     |   |                   |   | 210     |   |  |   | 300     |  
|                                                                           |  |                          |         |   |                   |   |         |   |  |   |         |  
|Balance at end of period:                                                  |  | $                        | 2,481   |   |                   | $ | 2,263   |   |  | $ | 2,356   |  
|                                                                           |  |                          |         |   |                   |   |         |   |  |   |         |  
|Average Loans Outstanding                                                  |  | $                        | 146,484 |   |                   | $ | 150,725 |   |  | $ | 151,562 |  
|                                                                           |  |                          |         |   |                   |   |         |   |  |   |         |  
|Ratio of net charge-offs to Average loans outstanding for the period       |  |                          | 0.04    | % |                   |   | 0.17    | % |  |   | 0.16    | %
|                                                                           |  |                          |        
|Ratio of the Allowance for Loan Losses to Loans Outstanding for the period |  |                          | 1.77    | % |                   |   | 1.45    | % |  |   | 1.53    | %



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



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##### Table of Contents

Allowance for Loan Losses



In all lending activities there is an inherent risk that borrowers will be unable to repay their obligations. The Company maintains an
allowance for loan losses to absorb probable loan losses. The Company has historically maintained the allowance for loan losses at a level greater than actual charge-offs. Although a subjective evaluation is determined by management, the Company
believes it has appropriately assessed the risk of loans in the loan portfolio and has provided for an allowance which is adequate based on that assessment. Because the allowance is an estimate, any change in the economic conditions of the
Companys market area could result in new estimates which could affect the Companys earnings. Management monitors the quality of the loan portfolio through reviews of past due loans and all significant loans which are considered to be
potential problem loans on a monthly basis. The internal loan review function provides for an independent review of commercial, real estate, and installment loans in order to measure the asset quality of the portfolio. Managements review of
the loan portfolio has not indicated any material loans, not disclosed in the accompanying tables and discussions which are known to have possible credit problems that cause management to have serious doubts as to the ability of each borrower to
comply with their present loan repayment terms.



The allowance for loan losses
increased $125,331 or 5.3%, since December 31, 2004. The allowance for loan losses represented 1.8% and 1.5% of outstanding loans as of September 30, 2005 and December 31, 2004, respectively. Net loan charge-offs were $54,668 for the
nine month period ended September 30, 2005, compared to $251,710 for the same period in 2004. The net loan charge-offs during the first nine months of 2005 were primarily consumer loans. The provision for possible loan losses was $180,000 and
$210,000 for the nine month periods ended September 30, 2005 and 2004, respectively. The credit quality of the loan portfolio combined with the recent level of net charge-offs and nonperforming assets continue to be considered in the
calculation of the provision for loan losses. The Company has allocated the allowance for possible loan losses to specific portfolio segments based upon historical net charge-off experience, changes in the level of nonperforming assets, local
economic conditions and managements experience as presented in Table Ten.



Table Ten

Loan Portfolio - Allocation of allowance for possible loan losses

(dollars in thousands)



The following table presents an allocation of the allowance for possible loan losses at each of the four year periods ended December 31, 2004, and the nine month period ended September 30, 2005. The
allocation presented below is based on the historical average of net charge offs per category combined with the change in loan growth and managements review of the loan portfolio.



|                          |  |               |       |                                             |              |   |        |      |                                             |  |       |        |  |                                             |       |  |        |   |                                             |   |       |        |       |                                             |  |   |       |  |       |  
|------------------------- |  | ------------- | ----- | ------------------------------------------- | ------------ | - | ------ | ---- | ------------------------------------------- |  | ----- | ------ |  | ------------------------------------------- | ----- |  | ------ | - | ------------------------------------------- | - | ----- | ------ | ----- | ------------------------------------------- |  | - | ----- |  | ----- | -
|                          |  | September 30, |       |                                             | December 31, |  
|                          |  | 2005          |       |                                             | 2004         |   |        | 2003 |                                             |  | 2002  |        |  | 2001                                        |      
|                          |  | Amount        |       | Percentof loansin eachcategoryto totalloans |              |   | Amount |      | Percentof loansin eachcategoryto totalloans |  |       | Amount |  | Percentof loansin eachcategoryto totalloans |       |  | Amount |   | Percentof loansin eachcategoryto totalloans |   |       | Amount |       | Percentof loansin eachcategoryto totalloans | 
|Real estate - residential |  | $             | 327   |                                             | 33.1         | % |        | $    | 325                                         |  | 33.5  | %      |  | $                                           | 311   |  | 36.0   | % |                                             | $ | 276   |        | 37.5  | %                                           |  | $ | 263   |  | 37.3  | %
|Commercial                |  |               | 1,605 |                                             | 45.0         |   |        |      | 1,520                                       |  | 45.2  |        |  |                                             | 1,429 |  | 43.0   |   |                                             |   | 1,161 |        | 41.7  |                                             |  |   | 821   |  | 40.0  |  
|Installment               |  |               | 528   |                                             | 12.3         |   |        |      | 490                                         |  | 11.9  |        |  |                                             | 544   |  | 12.9   |   |                                             |   | 569   |        | 12.9  |                                             |  |   | 541   |  | 16.1  |  
|Others                    |  |               | 21    |                                             | 9.6          |   |        |      | 21                                          |  | 9.4   |        |  |                                             | 21    |  | 8.1    |   |                                             |   | 21    |        | 7.9   |                                             |  |   | 21    |  | 6.6   |  
|                          |  |               |       |                                             |              |   |        |      |                                             |  |       |        |  |                                             |       |  |        |   |                                             |   |       |        |       |                                             |  |   |       |  |       |  
|Total                     |  | $             | 2,481 |                                             | 100.0        | % |        | $    | 2,356                                       |  | 100.0 | %      |  | $                                           | 2,305 |  | 100.0  | % |                                             | $ | 2,027 |        | 100.0 | %                                           |  | $ | 1,646 |  | 100.0 | %
|                          |  |               |       |                                             |              |   |        |      |                                             |  |       |        |  |                                             |       |  |        |   |                                             |   |       |        |       |                                             |  |   |       |  |       |  



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##### Table of Contents

Deposits



A stable core deposit base is the major source of funds for the Companys subsidiary bank. The deposit mix depends upon many factors including competition from other
financial institutions, depositor interest in certain types of deposits, changes in the interest rate and the Companys need for certain types of deposit growth. Total deposits were $222,460,084 at September 30, 2005, down 5.8% since
December 31, 2004. Since year end the decline in deposits was primarily in savings and time deposits, offset in part by an increase in non-interest bearing and interest bearing demand deposits. Time and savings deposits decreased primarily as a
result of customers seeking higher yielding and shorter term non-maturity deposits. At September 30, 2005, noninterest bearing deposits comprised 12% of total deposits and interest bearing deposits which include NOW, money market, savings and
time deposits comprised 88% of total deposits. Since December 31, 2004 the only change in the deposit mix was a 1% increase in non-interest bearing demand deposits and 1% decrease in interest bearing deposits.



Table Eleven



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



|                                     |  |                                                  |        |                  |   |       
|------------------------------------ |  | ------------------------------------------------ | ------ | ---------------- | - | ------
|                                     |  | Maturities of Time Deposits inExcess of $100,000
|                                     |  | (Unaudited)September 30,2005                     |        | December 31,2004
|Three Months or Less                 |  | $                                                | 1,395  |                  | $ | 1,514 
|Over Three and Less than Six Months  |  |                                                  | 2,647  |                  |   | 3,638 
|Over Six and Less than Twelve Months |  |                                                  | 4,772  |                  |   | 3,217 
|Over Twelve Months                   |  |                                                  | 10,612 |                  |   | 11,757
|                                     |  |                                                  |        |                  |   |       
|Total                                |  | $                                                | 19,426 |                  | $ | 20,126
|                                     |  |                                                  |        |                  |   |       



Federal Funds Purchased and
Repurchase Agreements



Federal funds purchased and repurchase agreements
represent borrowings of a short duration, usually less than 30 days. For repurchase agreements, the securities underlying the agreements remained under the Banks control. There were no Federal funds purchased at September 30, 2005 and
December 31, 2004. Repurchase agreements decreased approximately $4 million or 25.1%, since December 31, 2004 and was primarily due to a decline in the balances maintained by commercial customers.



Federal Home Loan Bank and other borrowings



The subsidiary bank is a member of the Federal Home Loan Bank of Pittsburgh
(FHLB). The FHLB borrowings are secured by a blanket lien by the FHLB on certain residential real estate loans or securities with a market value at least equal to the outstanding balances. The remaining maximum borrowing capacity with
the FHLB at September 30, 2005 was approximately $100.2 million subject to the purchase of additional FHLB stock. The subsidiary bank had FHLB borrowings of $2,395,127 and $2,425,111 at September 30, 2005 and December 31, 2004,
respectively, with an interest rate of 4.76%. The borrowings will mature in 2018. The FHLB funding was utilized to mitigate the impact of rising interest rates for a long term fixed rate loan commitment. The subsidiary bank also has a one year line
of credit agreement with the FHLB. The maximum credit available under this agreement is $7 million and expires December, 2005.



During the second quarter, the Holding Company obtained a $3 million non-revolving line of credit from a local financial institution to provide for the capitalization of
the subsidiary bank as required under the terms of the Formal Agreement. The loan is secured by 126,200 shares of Progressive Bank, N.A. stock. The note bears an interest rate of prime and will be adjusted on a quarterly basis. Under the terms of
the note, interest only will be required for the first three years and principal and interest payments will be required in subsequent years. The loan matures in 2015. At September 30, 2005 the Company had borrowings in the amount of $2 million
at an interest rate of 6.5%.



Capital Resources



Stockholders equity increased 3.3% during the nine month period ended
September 30, 2005 entirely from current earnings after quarterly dividends, and a 2.0% decrease in accumulated other comprehensive income. The decrease in accumulated other comprehensive income is primarily attributable to the effect of the
change in the net unrealized loss on securities available for sale. Stockholders equity amounted to 9.2% of total assets at September 30, 2005 and 8.6% at December 31, 2004.



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##### Table of Contents

Capital Resources (continued)



The Companys primary source of funds for payment of dividends to shareholders is from the dividends from its subsidiary bank. In
December 2004, the subsidiary bank entered into a Formal agreement with the Office of the Comptroller of the Currency. Under the terms of the Formal Agreement, the subsidiary bank cannot declare a dividend in 2005 without approval of the Comptroller
of the Currency. The Board of Directors also adopted a resolution with the Federal Reserve Bank of Cleveland which prohibits the Company from paying dividends or participating in the acquisition of treasury stock without prior Federal Reserve
approval and a 30 day prior notice requirement. The Company has taken, and intends to continue to take, all appropriate steps to comply with the Federal Reserve requirements.



The Company and its subsidiary bank are subject to various regulatory capital requirements administered by the federal banking agencies.
Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Companys financial statements. Under
capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of the Companys and banks assets, liabilities, and
certain off-balance-sheet items as calculated under regulatory accounting practices. The Companys and banks capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk,
weighting, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Company and bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in
the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to adjusted total assets (as defined).



As of September 30, 2005, the most recent notifications from the Office of the Comptroller of the Currency categorized the bank as adequately capitalized under the
regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes has changed the capital category. The capital ratios and the regulatory framework for adequately capitalized
institutions are depicted as set forth in the following table:



|                                                          |        |        |        |  |                              |        |  |       |        |  |     |  
|--------------------------------------------------------- | ------ | ------ | ------ |  | ---------------------------- | ------ |  | ----- | ------ |  | --- | -
|(Amounts Expressed in Thousands)                          |        | Actual |        |  | For CapitalAdequacy Purposes |       
|                                                          | Amount |        | Ratio  |  |                              | Amount |  | Ratio |       
|As of December 31, 2004                                   |        |        |        |  |                              |        |  |       |        |  |     |  
|Holding Company Total Capital (to Risk Weighted Assets)   |        | $      | 22,745 |  | 12.97                        | %      |  | $     | 14,033 |  | 8.0 | %
|Holding Company Tier I Capital (to Risk Weighted Assets)  |        |        | 20,561 |  | 11.72                        | %      |  |       | 7,016  |  | 4.0 | %
|Holding Company Tier I Capital (to Adjusted Total Assets) |        |        | 20,561 |  | 7.24                         | %      |  |       | 11,366 |  | 4.0 | %
|Subsidiary Bank Total Capital (to Risk Weighted Assets)   |        | $      | 22,417 |  | 12.84                        | %      |  | $     | 13,965 |  | 8.0 | %
|Subsidiary Bank Tier I Capital (to Risk Weighted Assets)  |        |        | 20,233 |  | 11.59                        | %      |  |       | 6,983  |  | 4.0 | %
|Subsidiary Bank Tier I Capital (to Adjusted Total Assets) |        |        | 20,233 |  | 7.14                         | %      |  |       | 11,332 |  | 4.0 | %
|                                                          |        |        |        | 
|As of September 30, 2005                                  |        |        |        |  |                              |        |  |       |        |  |     |  
|Holding Company Total Capital (to Risk Weighted Assets)   |        | $      | 24,814 |  | 15.58                        | %      |  | $     | 12,744 |  | 8.0 | %
|Holding Company Tier I Capital (to Risk Weighted Assets)  |        |        | 22,824 |  | 14.33                        | %      |  |       | 6,372  |  | 4.0 | %
|Holding Company Tier I Capital (to Adjusted Total Assets) |        |        | 22,824 |  | 8.70                         | %      |  |       | 10,492 |  | 4.0 | %
|Subsidiary Bank Total Capital (to Risk Weighted Assets)   |        | $      | 26,396 |  | 16.63                        | %      |  | $     | 12,699 |  | 8.0 | %
|Subsidiary Bank Tier I Capital (to Risk Weighted Assets)  |        |        | 24,406 |  | 15.38                        | %      |  |       | 6,349  |  | 4.0 | %
|Subsidiary Bank Tier I Capital (to Adjusted Total Assets) |        |        | 24,406 |  | 9.34                         | %      |  |       | 10,458 |  | 4.0 | %



The Formal Agreement
requires Tier 1 capital at least equal to thirteen percent (13%) of risk-weighted assets and Tier 1 capital at least equal to seven and one half percent (7.5%) of adjusted total assets by March 31, 2005.



Liquidity



Liquidity management ensures that funds are available to meet loan commitments, deposit withdrawals, and operating expenses. Funds are
provided by loan repayments, investment securities maturities, or deposits, and can be raised by liquidating assets or through additional borrowings. The Holding Company had investment securities with an estimated fair value of $98,264,818
classified as available for sale at September 30, 2005. These securities are available for sale at any time based upon managements assessment in order to provide necessary liquidity should the need arise. In addition, the Companys
subsidiary bank, Progressive Bank, N.A., is a member of the Federal Home Loan Bank of Pittsburgh (FHLB). Membership in the FHLB provides an additional source of funding, in the form of collateralized advances. At September 30, 2005,
the subsidiary bank had a short term line of credit available with the FHLB in the aggregate amount of approximately $7 million. There were no short term borrowings outstanding pursuant to this agreement as of September 30, 2005.



At September 30, 2005 and December 31, 2004, the Company had outstanding loan
commitments and unused lines of credit totaling $15,465,000 and $20,581,000, respectively. As of September 30, 2005, management placed a high probability for required funding within one year of approximately $10.2 million. Approximately $3.6
million is principally unused home equity and credit card lines on which management places a low probability for required funding.



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##### Table of Contents

FIRST WEST VIRGINIA BANCORP, INC.

PART I



Item 3 Quantitative and Qualitative Disclosures About Market Risk



The Companys subsidiary bank uses an asset/liability model to measure the impact of changes in interest rates on net interest income on a periodic basis. Assumptions are made to simulate the impact of future
changes in interest rates and/or changes in balance sheet composition. The effect of changes in future interest rates on the mix of assets and liabilities may cause actual results to differ from simulated results. Guidelines established by the
Companys subsidiary bank provides that the estimated net interest income may not change by more than 10% in a one year period given a +/- 200 basis point parallel shift in interest rates. Excluding the potential effect of interest rate changes
on assets and liabilities of the Holding Company which are not deemed material, the anticipated impact on net interest income of the subsidiary bank at September 30, 2005 was as follows: given a 200 basis point increase scenario net interest
income would be reduced by approximately 2.8%, and given a 200 basis point decrease scenario net interest income would be reduced by approximately 8.8%. The results using a +/-100 basis point interest rate scenario are also presented. Under the 100
basis point increase scenario net interest income would be reduced by approximately 1.2%, and given a 100 basis point decrease scenario net interest income would be reduced by 1.1%. The projections provided by the model are not intended as an actual
forecast of the banks performance in a particular rate environment, and should not be relied upon. Actual changes in the interest rate environment normally do not take place instantaneously, but over a period of time, and do not occur in a
parallel fashion. Additionally, the balance sheet composition, spread relationships for new dollars invested, non interest income and expenses, investment practices, and deposit practices all change as a result of changes in interest rates and would
need to be considered by the Asset Liability committee.



Item 4 Controls and Procedures



Evaluation of Disclosure Controls and Procedures



The Companys Chairman, President and Chief Executive Officer, Sylvan J. Dlesk, and Executive Vice President, Chief Administrative Officer and Chief Financial Officer, Francie P. Reppy, after evaluating the
effectiveness of the Companys disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) as of a date within 90 days prior to the filing of this report (the Evaluation Date), have concluded that, as of
the Evaluation Date, the Companys disclosure controls and procedures were adequate and effective to ensure that material information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.



Changes in Internal Controls



During the quarter, there were no significant changes in the Companys internal controls or in other factors that could significantly affect the Companys
disclosure controls and procedures subsequent to the date of their evaluation, nor were there any significant deficiencies or material weaknesses in the Companys internal controls. As a result, no corrective actions were required or
undertaken.



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##### Table of Contents

FIRST WEST VIRGINIA BANCORP, INC.



PART II

OTHER INFORMATION



Item 1 Legal Proceedings



The
nature of the business of the Holding Companys subsidiary generates a certain amount of litigation involving matters arising in the ordinary course of business. The Company is unaware of any litigation other than ordinary routine litigation
incidental to the business of the Company, to which it or its subsidiary is a party or of which any of their property is subject.



Item 2 Unregistered Sales of Equity Securities and Use of Proceeds



Inapplicable



Item 3 Defaults Upon Senior Securities



Inapplicable



Item 4 Submission of Matters to Vote of Security Holders



a. Inapplicable



b.
Inapplicable



c. Inapplicable



d. Inapplicable



Item 5 Other Information



Inapplicable



Item 6 Exhibits and Reports on Form 8-K



|(a) | Reports on Form 8-K
|--- | -------------------



On August 15, 2005 a report on Form 8-K was filed which contained a press release dated August 12, 2005 that reported the earnings of First West
Virginia Bancorp, Inc. for the second quarter ended June 30, 2005.



On September 12, 2005 a report on Form 8-K was filed and reported that on August 17, 2005 the Board of Directors of the Company were advised by the Federal Reserve Bank of Cleveland that they had no objection to Sylvan J. Dlesk
continuing to serve as Interim President and Chief Executive Officer of the Company for a period of up to an additional 120 days or until December 23, 2005.



|(b) | Exhibits
|--- | --------



The exhibits listed in the Exhibit Index on page 30 of this FORM 10-Q are incorporated by reference and/or filed herewith.



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##### Table of Contents

SIGNATURES



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



|                                  |  |                                                     
|--------------------------------- |  | ----------------------------------------------------
|First West Virginia Bancorp, Inc.
|(Registrant)                     
|                                  | 
|By:                               |  | /s/ Sylvan J. Dlesk                                 
|                                  |  | Sylvan J. Dlesk                                     
|                                  |  | Chairman                                            
|                                  | 
|By:                               |  | /s/ Francie P. Reppy                                
|                                  |  | Francie P. Reppy                                    
|                                  |  | Executive Vice President and Chief Financial Officer



Dated: November 7, 2005



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##### Table of Contents

EXHIBIT INDEX



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



|              |  |                                                                                                                                                                                                              
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                  
|3.1           |  | Certificate and Articles of Incorporation of First West Virginia Bancorp, Inc. Incorporated herein by reference.                                                                                             
|              | 
|3.2           |  | Bylaws of First West Virginia Bancorp, Inc. Incorporated herein by reference.                                                                                                                                
|              | 
|10.3          |  | Lease dated July 20, 1993 between Progressive Bank, N.A., formerly known as First West Virginia Bank, N.A., and Angela I. Stauver. Incorporated herein by reference.                                       
|              | 
|10.4          |  | Banking Services License Agreement dated October 26, 1994 between Progressive Bank, N.A., formerly known as First West Virginia Bank, N.A., and The Kroger Co. Incorporated herein by
reference.           
|              | 
|10.5          |  | Lease dated November 14, 1995 between Progressive Bank, N.A. - Buckhannon and First West Virginia Bancorp, Inc. and O. V. Smith & Sons of Big Chimney, Inc. Incorporated herein by
reference.                
|              | 
|10.6          |  | Lease dated May 20, 1998 between Progressive Bank, N.A. and Robert Scott Lumber Company. Incorporated herein by reference.                                                                                   
|              | 
|10.7          |  | Lease dated May 12, 2001 between Progressive Bank, N.A. and Sylvan J. Dlesk and Rosalie J. Dlesk doing business as Dlesk Realty & Investment Company. Incorporated herein by
reference.                      
|              | 
|10.8          |  | Lease dated January 1, 2005 between Progressive Bank, N.A. and Elm Grove Properties LLC. Incorporated herein by reference.                                                                                   
|              | 
|11.1          |  | Statement regarding computation of per share earnings. Filed herewith and incorporated herein by reference.                                                                                                  
|              | 
|13.3          |  | Summarized Quarterly Financial Information. Filed herewith and incorporated herein by reference.                                                                                                             
|              | 
|15            |  | Letter re unaudited interim financial information. Incorporated herein by reference. See Part 1, Notes to Consolidated Financial Statements                                                                  
|              | 
|31            |  | Rule 13a-14(a) / 15d/14(a) Certifications - Certification of Chief Executive Officer pursuant to section 302 of the Securities and Exchange Act of 1934. Filed herewith and incorporated herein by
reference.
|              | 
|31.1          |  | Rule 13a-14(a) / 15d/14(a) Certifications - Certification of Chief Financial Officer pursuant to section 302 of the Securities and Exchange Act of 1934. Filed herewith and incorporated herein by
reference.
|              | 
|32            |  | Certification pursuant to 18 U.S.C. §1350,as adopted pursuant to section 906 of the SARBANES-OXLEY ACT of 2002. Filed herewith and incorporated herein by reference.                                         
|              | 
|99.1          |  | Independent Accountants Report. Filed herewith and incorporated herein by reference.                                                                                                                        



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