<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM 10-K
                Annual Report Persuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

    For the calendar year ended December 31, 2000 Commission File No.2-95114

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

                          LOGAN COUNTY BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

             West Virginia                       55-0660015
     (State or other jurisdiction of          (I.R.S. Employer
      incorporation or organization)           Identification No.)

     P.O. Box 597 Logan, WV                         25601
     (Address of principal executive offices)     (Zip Code)

       Registrant's Telephone Number, including area code: (304) 752-2080

           Securities Registered Pursuant To Section 12(b) of The Act:
                                      NONE

                                             Name of each exchange
          Title of Each Class                on which registered

           Securities Registered Pursuant to Section 12(g) of The Act:

                                      NONE
                                (Title of Class)

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 reports) and (2) has been subject to such filing
requirements for the past 90 days. (X)Yes ( )No.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date:

                       Class Outstanding at March 23, 2001

     Common Stock ($1.67 Par Value)              716,991 Shares

State the aggregate market value of the voting stock held by non-affiliates of
the registrant.

 Aggregate market value of voting stock      Based on last trade price

            $30,113,622                             $42.00

                       Documents Incorporated by Reference

                                     (NONE)



                                       1
<PAGE>


                          LOGAN COUNTY BANCSHARES, INC.

                                   FORM 10 - K

                                      INDEX
                                      -----

<TABLE>
<CAPTION>
                                                                    Page
                                                                    ----
<S>                                                                 <C>
ITEM  1 - Business...............................................   1 - 6

ITEM  2 - Properties.............................................     7

ITEM  3 - Legal Proceedings......................................     7

ITEM  4 - Submission of Matters to a Vote of Security
          Holders................................................     7

ITEM  5 - Market for the Registrant's Common Stock
          and Related Security Holder Matters....................     8

ITEM  6 - Selected Financial Data................................     9

ITEM  7 - Management's Discussion and Analysis...................    10

ITEM  8 - Financial Statements and Supplemental Data.............    31

ITEM  9 - Disagreements on Accounting and Financial
          Disclosures............................................    54

ITEM 10 - Directors and Executive Officers of the
          Registrant.............................................    54

ITEM 11 - Executive Compensation.................................    55

ITEM 12 - Security Ownership of Certain Beneficial
          Owners and Management..................................    55

ITEM 13 - Certain Relationships and Related Transactions.........    55

ITEM 14 - Exhibits, Financial Statement Schedules and
          Reports on Form 8K.....................................    55

PROXY MATERIALS..................................................  56 - 61

SIGNATURES.......................................................    63
</TABLE>


                                       2
<PAGE>



                                ITEM 1 - BUSINESS

                          LOGAN COUNTY BANCSHARES, INC.

         Logan County BancShares, Inc. is a bank holding company which was
organized under the laws of the State of West Virginia in 1985. On May 17, 1985,
the Corporation acquired all the outstanding capital stock of Logan Bank & Trust
Company (LB&T) and also all of the outstanding stock of Bank of Chapmanville
(BC). Both of these subsidiaries are banking corporations organized under the
laws of the State of West Virginia. On May 28, 1996, the subsidiary banks; Logan
Bank & Trust Company and Bank of Chapmanville entered into a merger agreement
whereby they would be merged into Logan Bank & Trust Company. The merger was
completed after proper regulatory approval and was accounted for under the
pooling of interest method of accounting.

         Logan Bank & Trust Company was organized in 1963, and still operates at
its original location at the corner of Washington and Main Streets in Logan,
West Virginia. The Company also has a separate drive-up facility and mini-bank
also located on Main Street in Logan, and in early February 1996 opened a new
full-service branch in the Man area. In November 1996, the bank acquired a
branch facility from another financial institution located at Harts, West
Virginia. The facility at Route 10 North, Harts, is operated as a full service
branch of the bank. Logan Bank & Trust Company is a member of the Federal
Reserve System and deposits are insured persuant to the Federal Deposit
Insurance Act.

         Logan Bank & Trust Company provides a complete range of retail banking
services to individuals and small and medium size businesses. Their services
include checking, savings, NOW, certificates of deposit and money market deposit
accounts, business loans, individual loans, mortgage loans, home equity loans,
consumer loans for various other purposes, other consumer-oriented financial
services including safety deposit box accounts, IRA accounts and night
depository. The Company also operates several automatic teller machines at three
strategic locations in Logan County which provide 24-hour working services to
customers of Logan Bank & Trust Company. The Company is a member of the Cirrus
ATM network which has over 100 locations in West Virginia and more than 10,000
locations in 47 states.

         Logan Bank & Trust Company provides depository lending and related
financial services to commercial, retail, industrial, financial and governmental
customers. The lending function includes short and medium term loans, letters of
credit, inventory and accounts receivable financing and real estate construction
lending. The Company also offers a discount investment brokerage service through
a sub-contract arrangement with a larger financial institution.

         The Chapmanville Bank of LB&T bank has one location situated on
Railroad Avenue in Chapmanville, West Virginia.

         This facility also provides a complete range of retail banking services
to individuals and small and medium sized businesses. These services include
checking, savings, NOW, certificates of deposit and money market account
deposits, business loans, individual loans, mortgage loans, home equity loans,
consumer loans for various other purposes are provided as well. In addition, the
Bank offers consumer oriented financial services such as IRA accounts, night
depository, safety deposit boxes and other banking related services.


                                       3
<PAGE>



LOGAN COUNTY BANCSHARES, INC., Continued

         The branch also provides depository, lending and related financial
services to commercial, retail, industrial, financial and governmental
customers. The lending function includes short and medium-term loans, letters of
credit, inventory and accounts receivable financing, and real estate
construction lending as do all the branches of Logan Bank & Trust Company.

                            INVESTMENT CONSIDERATIONS

         An investment in the shares offered hereby involves certain risks. A
subscription for shares should be made only after careful considerations set
forth below and elsewhere in this Offering Circular, and should be undertaken
only by persons who can afford an investment involving such risks.

                           MARKET FOR THE COMMON STOCK
                       AND RELATED SECURITY HOLDER MATTERS

         The shares of Logan County Bancshares, Inc. are infrequently traded in
the over-the-counter market and are not listed on the National Association of
Security Dealers Automated Quotation System (NASDAQ) or on any exchange.
Management is not aware of any security dealer which makes a market in the
stock; therefore, no active trading market should be deemed to exist.

         The sales price for Logan County Bancshares, Inc. stock is determined
by negotiations between individual buyers and sellers. Although Company keeps no
records of sale prices paid for Company stock and has no direct knowledge of
such prices, for purposes of presentation, Corporation's management estimates
the approximate market value ranges for 2000 and 1999 to be as follows:

<TABLE>
<CAPTION>
                          First      Second     Third      Fourth
Sale Price:               Quarter    Quarter    Quarter    Quarter
<S>                       <C>        <C>        <C>       <C>
2000 Common Stock         $42-$42    $42-$42    $42-$42    $42-$42
1999 Common Stock         $27-$28    $28-$40    $42-$42    $42-$42

Per Share Dividends
Declared:
2000 Common Stock         $0.32      $0.32      $0.32      $0.48
1999 Common Stock         $0.29      $0.29      $0.30      $0.46
</TABLE>


                                   COMPETITION

         Vigorous competition exists in the market area of Logan County
BancShares, Inc. In addition to the three other banks located within the market
area, the location is in a relatively close proximity to two population centers
of the State. There is also competition for deposits and related financial
services from non-bank institutions such as savings and loans, insurance
companies and brokerage firms, all of which are active in the area. Loans are
provided by those instutitions as well in addition to the finance companies.
Since the Bank Holding Company Act, passed by the West Virginia Legislature in
1982, local banks have been joining bank holding companies around the State. Of
the five banks located in Logan County, only one is a unit bank. The other four
are members of various multi-bank holding companies. Logan County BancShares,
Inc. has been able to compete effectively within the county by having one
institution located in the county seat (Logan Bank & Trust Company), and
Branches located in the high-growth area of the county. Also, to stimulate
growth, Logan County BancShares, Inc. is the only bank holding company owned and
controlled from within the county.


                                       4
<PAGE>

                      SUPERVISION AND REGULATION

         The Corporation is a bank holding company within the meaning of the
Bank Holding Company Act of 1956 (the Act) and is registered as such with the
Board of Governors of the Federal Reserve System (the Reserve Board). As a bank
holding company, the Corporation is required to file with the Federal Reserve
Board an annual report and such other information as may be required. The
Federal Reserve Board may also make examinations of the corporation. In
addition, the Federal Reserve Board has the authority (which it has not
exercised) to regulate provisions of certain bank holding company debt.

         The Act requires every bank holding company to obtain the prior
approval of the Federal Reserve Board before acquiring substantially all the
assets of or direct or indirect ownership or control of more than 5% of the
voting shares of any bank which is not already majority-owned. The Act also
prohibits a bank holding company, with certain exceptions, from itself engaging
in or acquiring direct or indirect control of more than 5% of the voting shares
of any company engaged in non-banking activities. One of the principal
exceptions to these prohibitions is for engaging or acquiring shares of a
company engaged in activities found by the Federal Reserve Board by order or
regulation to be so closely related to banking or managing banks as to be a
proper incident thereto. The Act prohibits the acquisition by a bank holding
company of more than 5% of the outstanding voting shares of a bank located
outside the State in which the operations of its banking subsidiaries are
principally conducted, unless such an acquisition is specifically authorized by
statute of the State in which the bank acquired is located. The Act and
regulations of the Federal Reserve Board also prohibit a bank holding company
and its subsidiaries from engaging in certain tie-in arrangements in connection
with any extension of credit or provision of any property or services.

         Logan Bank & Trust Company is an insured bank, organized under the
Banking Law of the State of West Virginia and is a member of the Federal Reserve
System. Accordingly, their operations are subject to Federal and State laws
applicable to commercial banks with trust powers and to regulation by the
Commissioner of Banking and the West Virginia State Banking Commissioner, the
Federal Reserve Board and the Federal Deposit Insurance Corporation. Among other
restrictions, the West Virginia Banking laws state that banks organized
thereunder may pay dividends only out of undivided profits. Under the Federal
Reserve Act, the approval of the Federal Reserve Board is required for dividends
declared by a state member bank which in any year exceeds the net profits of
such bank for that year, as defined, combined with retained net profits for the
two preceeding years.


                                       5
<PAGE>

               GOVERNMENT MONETARY POLICIES AND ECONOMIC CONTROLS

         The earnings and growth of the banking industry and of Logan Bank &
Trust Company is affected by the credit policies of monetary authorities
including the Federal Reserve System. An important function of the Federal
Reserve System is to regulate the national supply of bank credit in order to
control recessionary and inflationary pressures. Among the instruments of
monetary policy used by the Federal Reserve to implement these objectives are
open market operations in the U. S. Government securities, changes in the
discount rate on member bank borrowings, and changes in reserve requirements
against member bank deposits. These means are used in varying combinations to
influence overall growth of bank loans, investments and deposits and may also
affect interest rates charged on loans or paid for deposits. The monetary
policies of the Federal Reserve authorities have had a significant effect on the
operating results of commercial banks in the past and are expected to continue
to have such an effect in the future.

         In view of changing conditions in the national economy and in the money
markets, as well as the effect of actions by monetary and fiscal authorities,
including the Federal Reserve system, no prediction can be made as to possible
future changes in interest rates, deposit levels, loan demand or their effect on
the business and earnings of the Corporation, and Logan Bank & Trust Company.

                               FOREIGN OPERATIONS

         The corporation and subsidiary have no foreign operations.

                               EXECUTIVE OFFICERS

         For information concerning the Executive Officers of the Corpora- tion,
please see Item 10.


                                       6
<PAGE>

                               ITEM 2 - PROPERTIES


         The principal offices of the corporation are shared with those of Logan
Bank & Trust Company and are situated in Logan, West Virginia. This building, a
two-story bank and office building, is owned by Logan Bank & Trust company, as
is a mini-bank and drive-up facility which is located near-by. In addition, a
one-story office and bank building is located on Railroad Avenue in
Chapmanville, West Virginia. During 1996 the Bank opened two other branch
facilities in West Virginia. Both are one-story office and bank buildings
located at Rt. 10, South Man, West Virginia and Rt.10 North at Harts, West
Virginia.

                           ITEM 3 - LEGAL PROCEEDINGS

         There are no legal actions or proceedings pending to which the
Corporation, or its subsidiary are a party.

          ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.


                                       7
<PAGE>

                ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON STOCK
                       AND RELATED SECURITY HOLDER MATTERS


         The shares of Logan County BancShares, Inc. are infrequently traded in
the over-the-counter market and are not listed on the National Association of
Security Dealers Automated Quotation System (NASDAQ) or on any exchange.
Management is not aware of any security dealer which makes a market in the
stock; therefore, no active trading market should be deemed to exist.

         The sales price for Logan County BancShares, Inc. stock are determined
by negotiations between individual buyers and sellers. Although Company keeps no
records of sales prices paid for Company stock and has no direct knowledge of
such prices, for purposes of presentation, Corporation's management estimates
the approximate market value ranges for 2000 and 1999 to be as follows:

<TABLE>
<CAPTION>
                                      First    Second   Third   Fourth
 Sales Price:                        Quarter  Quarter  Quarter  Quarter
 ------------                        -------  -------  -------  -------
<S>                                  <C>      <C>      <C>      <C>
 2000 Common Stock                   $42-$42  $42-$42  $42-$42  $42-$42
 1999 Common Stock                   $27-$28  $28-$40  $42-$42  $42-$42


 Per Share Dividends Declared:
 -----------------------------
 2000 Common Stock                     $0.32    $0.32    $0.32    $0.48
 1999 Common Stock                     $0.29    $0.29    $0.30    $0.46
</TABLE>



                                       8
<PAGE>

                        ITEM 6 - SELECTED FINANCIAL DATA

                  LOGAN COUNTY BANCSHARES, INC. AND SUBSIDIARY

                            (In Thousands of Dollars)


<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31:          2000     1999     1998     1997     1996
-----------------------         ----     ----     ----     ----     ----
<S>                            <C>      <C>       <C>      <C>      <C>
Total Interest Revenue         $11,508  $10,753   $9,964   $8,693   $7,359
Total Interest Expense           4,828    4,378    4,260    3,605    2,988
                               -------  -------  -------  -------  -------
Net Interest Revenue             6,680    6,375    5,704    5,088    4,371
Provision for Possible
  Loan Losses                      100       22       90      107       40
                               -------  -------  -------  -------  -------
Net Interest Revenue After
  Provision for Possible
  Loan Losses                    6,580    6,353    5,614    4,981    4,331
Other Operating Revenue            769      699      989    1,264    1,000
Other Operating Expense         (4,185)  (3,897)  (3,629)  (3,294)  (3,026)
                               -------  -------  -------  -------  -------
Income Before Income Taxes       3,164    3,155    2,974    2,951    2,305
Income Taxes                     1,131    1,131    1,083    1,057      767
                               -------  -------  -------  -------  -------
Net Income                      $2,033   $2,024   $1,891   $1,894   $1,538
                               =======  =======  =======  =======  =======
Per Common Share:
  Net Income                     $2.84    $2.83    $2.64    $2.65    $2.19
                               =======  =======  =======  =======  =======
Cash Dividends Declared          $1.44    $1.34    $1.18    $1.07    $0.77
                               =======  =======  =======  =======  =======
At December 31:
  Total Loans                 $113,641 $109,571  $95,139  $84,898  $70,872
  Total Assets                 157,480  152,746  139,278  121,850  107,380
  Total Deposits               138,723  127,619  124,420  108,107   95,233
  Short-Term Debt                2,000    9,840        0        0        0
  Total Shareholders' Equity    16,014   14,444   14,060   12,983   11,415
  Selected Ratios:
    Rate of Return  on Average:
      Total Assets                1.36%    1.39%    1.43%    1.62%    1.52%
      Shareholders' Equity       13.35%   13.84%   13.99%   15.18%   14.00%
    Tier 1 Capital to Total
     Assets at Year End          10.25%    9.92%   10.09%   11.09%   10.89%
    Average Total Share-
      holders' Equity to
      Average total Assets       10.15%   10.05%   10.22%   10.66%   10.88%
    Common Dividend Payout
      Ratio                      50.79%   47.35%   44.70%   39.60%   34.95%
    Nonaccrual and Re-
      structured Business
      Loans as a Percentage
      of Total Loans              0.13%    0.51%    0.53%    0.64%    0.96%
</TABLE>


                                       9
<PAGE>


                  ITEM 7 - Management's Discussion and Analysis

                  Logan County BancShares, Inc. and Subsidiary
                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations

                                  INTRODUCTION

         The Management's Discussion and Analysis reviews and discusses the
financial condition of Logan County BancShares, Inc. and Subsidiary. Included
are (a) the results of operations for 2000 and (b) discussion of liquidity
including an asset and liability sensitivity analysis, and (c) an analysis of
earnings, dividends, and capital. The discussion and analysis discloses any
material changes and any infrequent events and known trends as they relate to
liquidity, capital resources and results of operations. The information
presented reflects the activities of the holding company and the subsidiary
bank, Logan Bank & Trust Company.

         To assist in understanding and evaluating major changes in Logan County
BancShares, Inc.'s financial position and results of operations, this discussion
emphasizes a comparison of the years 2000 to 1999, 1999 to 1998, and 1998 to
1997, and also presents five year information in instances where appropriate.
This discussion should be read concurrently with the audited financial
statements including notes to those statements.

         The following definitions apply to terms used in this report:

         AVERAGE BALANCES: All balances have been computed on the basis of
monthly averages.

         NET INTEREST INCOME: Interest and related fee income on earning assets,
reduced by total interest paid on interest bearing deposits and borrowed funds.
This net amount, when divided by average earning asset balances becomes net
interest margin.

         NET NON-INTEREST EXPENSE: Non-interest expenses reduced by the amount
of non-interest income.

                         LIQUIDITY AND CAPITAL RESOURCES

         Liquidity is provided through short-term investments, payments on
outstanding loans, and the ability to attract new deposits or borrow funds. At
December 31, 2000, and 1999, the funds available within one year from
investments and loans were $43,830,000. and $31,095,000.

         Logan County BancShares, Inc.'s subsidiary deposit mix has increased by
$11,104,000. in 2000, $3,198,000., in 1999, and $16,313,000. in 1998. These
increases in the deposit mix points out a marketing strategy that has attracted
new customers to the Bank. Time deposits represented the major growth in the
deposit mix. They increased by $5,392,000., and $8,056,000. respectively in
2000, 1999 and 1998. In 1998 all catagories grew while the shift in 1997 was
from savings accounts into time deposits due to the Banks' promotional
activities; offering competitive interest rates for short-term and long-term
CD's. Demand deposits contributed to the growth in the deposit mix by increasing
$4,011,000. in 2000 and $4,744,891 in 1998. Savings deposits showed slight
increase in 2000 of $1,263,000. and 1999 of $1,207,000. after remaining stable
over the past five years. These changes are predominantly due to the fluctuating
interest rates by the Federal Reserve and movement of savings to time deposits
by the consumer in order to obtain a better interest rate. At December 31, 2000
and 1999, 30.83% and 30.03% of the total deposits were in demand deposits, while
23.27% and 24.31% were in savings and 45.89% and 45.65% were in time deposits,
respectively. The stable growth in deposits gives the Bank a firm deposit base
to meet the lending demand and market fluctuations.


                                       10
<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations


         During 2000, 1999 and 1998, banks have been faced with a highly
competitive atmosphere in the sense of maintaining a continuity of growth. Logan
County BancShares, Inc. has maintained a community bank approach which enhances
its performance over those years. The merger of Bank of Chapmanville into Logan
Bank & Trust Company enabled the Company to operate more effeciently and thereby
capture a sizeable portion of the market for deposits in the fastest growing
area of Logan County, West Virginia. Also, with the addition of the Man Branch
of Logan Bank & Trust and Harts Bank of Logan Bank & Trust in 1996, and the
Fountain Place location in 1999, the Company has expanded its current market.
See Table I. for a five-year summary of financial data.

         Capital planning is essentially the management process that allocates
capital resources in a manner that generates the highest income, while
maintaining sufficient liquidity, at the lowest degree of risk attainable.
Moreover, it is the philosophy of Logan County BancShares, Inc. to nurture that
growth by planning for steady, long-range profits rather than the high-risk,
high-exposure techniques. As noted in Table I. the ratio of net income to
average assets was 1.36%, 1.39%, and 1.43%, for the years ended December 31,
2000, 1999 and 1998, respectively. Through the periods presented, management has
allocated new funds into the higher-yielding loans and holding the investment
securities nearly constant. Although the improvement in the local economy had
been at a slow pace through the periods presented, overall loan demand and
deposit growth show a marked increase due to marketing the community bank
service approach.


         Table I. represents a summary of financial data for the previous five
years.


                                       11
<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations

               TABLE I. - SUMMARY OF FINANCIAL DATA FOR FIVE YEARS
                            (In thousands of dollars)

<TABLE>
<CAPTION>
                             2000     1999     1998     1997     1996
                             ----     ----     ----     ----     ----
<S>                        <C>      <C>      <C>      <C>      <C>
Year End Balances:
  Total Assets             $157,480 $152,746 $139,278 $121,850 $107,380
  Total Earning Assets      147,539  139,600  130,454  113,088   99,542
  Total Deposits            138,728  127,619  124,420  108,107   95,233
  Stockholders' Equity       16,014   14,444   14,059   12,983   11,415

Income for the Year:
  Total Interest Income      11,508   10,753    9,964    8,693    7,359
  Total Interest Expense      4,828    4,378    4,260    3,605    2,988
  Net Interest Income         6,680    6,375    5,704    5,088    4,371
  Provision for Loan
    Losses                      100       22       90      107       40
  Non-Interest Income           769      699      989    1,264    1,000
  Non-interest expense        5,316    5,028    4,712    4,351    3,793
  Net Income                  2,033    2,024    1,891    1,893    1,538

Per Share Data
  Net Income                   2.84     2.83     2.64     2.65     2.19
  Stockholders' Equity        22.34    20.14    19.61    18.44    16.27
  Cash Dividends               1.44     1.34     1.18     1.07     0.77

Key Ratios
  Net Income To:
    Average Assets             1.36%    1.39%    1.43%    1.62%    1.52%
    Average Stockholders'
      Equity                  13.36%   13.84%   13.99%   15.18%   14.00%
    Average Stockholders'
      Equity to Average
      Assets                  10.15%   10.05%   10.22%   10.66%   10.88%
</TABLE>



                                       12
<PAGE>


                  Logan County BancShares, Inc. and Subsidiary
                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations

            TABLE II. - RATE ANALYSIS OF INTEREST EARNING ASSETS AND
                          INTEREST BEARING LIABILITIES
                            (In Thousands of Dollars)

<TABLE>
<CAPTION>
                                               2000                           1999                           1998
                                   -----------------------------  -----------------------------  -------------------------------
                                    Average   Income    Average    Average   Income    Average    Average    Income     Average
                                    Balance   (Expense)  Yield     Balance   (Expense)  Yield     Balance  (Expense)    Yield
                                   --------- --------- ---------  --------- --------- ---------  --------- ---------   ---------
<S>                                 <C>        <C>         <C>     <C>        <C>         <C>     <C>      <C>         <C>
EARNING ASSETS:
  Loans
  (Net of Reserves & Discounts):
     Commercial                     $43,232    $3,955      9.15%   $40,468    $3,476      8.59%   $36,041     $3,209      8.90%
     Real Estate                     52,215     4,302      8.24%    49,235     4,037      8.20%    43,454      3,704      8.52%
     Consumer                        13,348     1,257      9.42%    12,212     1,100      9.01%    10,394        937      9.01%
                                   --------- --------- ---------  --------- --------- ---------  --------- ---------   ---------
       Total Net Loans              108,795     9,514      8.74%   101,915     8,613      8.45%    89,889     7,850       8.73%
                                   --------- --------- ---------  --------- --------- ---------  --------- ---------   ---------
  Investment Securities:
     Taxable                              0         0      0.00%     1,080        68      6.30%     3,245       187       5.76%
     Available for Sale              28,887     1,886      6.53%    29,045     1,840      6.33%    18,763      1210       6.45%
                                   --------- --------- ---------  --------- --------- ---------  --------- ---------   ---------
       Total Investment
         Securities                  28,887     1,886      6.53%    30,125     1,908      6.33%    22,008     1,397       6.35%
                                   --------- --------- ---------  --------- --------- ---------  --------- ---------   ---------
  Federal Funds Sold and
     Securities Purchased
     Under Option to Resale           1,728       108      6.25%     4,792       232      4.84%    13,203       717       5.43%
                                   --------- --------- ---------  --------- --------- ---------  --------- ---------   ---------
       Total Earning Assets        $139,410   $11,508      8.25%  $136,832   $10,753      7.86%  $125,100     $9,964      7.96%
                                   ========= ========= =========  ========= ========= =========  ========= =========   =========
  Interest Bearing Liabilities:
     Savings & Interest
       Bearing Demand               $55,169    $1,329      2.41%   $53,114    $1,360      2.56%   $50,133     $1,345      2.68%
     Time Deposits                   59,505     3,430      5.76%    58,167     2,964      5.10%    52,055      2,915      5.61%
     Federal Funds Purchased          1,052        69      6.56%       833        54      6.48%
                                   --------- --------- ---------  --------- --------- ---------  --------- ---------   ---------
       Total Interest Bearing
         Liabilities               $115,726    $4,828      4.17%  $112,114    $4,378      3.93%  $102,188     $4,260      4.17%
                                   ========= ========= =========  ========= ========= =========  ========= =========   =========
</TABLE>



                                       13
<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations


 TABLE III. - VOLUME ANALYSIS OF CHANGE IN INTEREST INCOME AND INTEREST EXPENSE
                            (In Thousands of Dollars)

<TABLE>
<CAPTION>
                                                                          2000 Vs. 1999                  1999 Vs. 1998
                                                                  ----------------------------- -----------------------------
                                     Interest Income Expense       Increase (Decrease) Due To     Increase (Decrease) Due To
                                                                            Change In                      Change In
                                     2000      1999      1998       Volume      Rate     Total     Volume    Rate     Total
                                   --------  --------  --------  --------- --------- ---------  --------- --------- ---------
<S>                                  <C>       <C>       <C>          <C>       <C>       <C>        <C>      <C>        <C>
INTEREST INCOME ON
EARNING ASSETS:
  LOANS:
     Commercial                      $3,955    $3,476    $3,209       $252      $227      $479       $394     ($127)     $267
     Real Estate                      4,302     4,037     3,704         245       20       265        492      (159)      333
     Consumer                         1,257     1,100       937        107        50       157        163         0       163
                                   --------- --------- ---------  --------- --------- ---------  --------- --------- ---------
       Total Loans                    9,514     8,613     7,850        604       297       901      1,049      (286)      763
                                   --------- --------- ---------  --------- --------- ---------  --------- --------- ---------

  SECURITIES:
     Taxable                              0        68       187        (68)        0       (68)      (125)        6      (119)
     Tax Exempt                           0         0         0          0         0         0          0         0         0
     Available for Sale               1,886     1,840     1,210        (12)       58        46        663       (33)      630
                                   --------- --------- ---------  --------- --------- ---------  --------- --------- ---------
       Total Securities               1,886     1,908     1,397        (80)       58       (22)       538       (27)      511
                                   --------- --------- ---------  --------- --------- ---------  --------- --------- ---------
  FEDERAL FUNDS SOLD AND
    SECURITIES PURCHASED:
     Under Agreement to
       Resale                           108       232       717        (56)      (68)     (124)      (457)      (28)     (485)
                                   --------- --------- ---------  --------- --------- ---------  --------- --------- ---------
TOTAL INTEREST INCOME ON
     EARNING ASSETS                  11,508    10,753     9,964        468       287       755      1,130      (341)      789
                                   --------- --------- ---------  --------- --------- ---------  --------- --------- ---------
INTEREST EXPENSE ON
  INTEREST BEARING LIABILITIES:
     Savings and Interest Bearing
       Demand Deposits                1,329     1,360     1,345          49      (80)      (31)        79       (64)       15
     Time Deposits                    3,430     2,964     2,915         82       384       466        343      (294)       49
     Federal Funds Purchased              69        54                   14         1       15         54         0        54
                                   --------- --------- ---------  --------- --------- ---------  --------- --------- ---------
TOTAL INTEREST EXPENSE ON
     INTEREST BEARING LIABILITIES     4,828     4,378     4,260        145       304       450        476      (358)      118
                                   --------- --------- ---------  --------- --------- ---------  --------- --------- ---------
  NET INTEREST INCOME                $6,680    $6,375    $5,704       $323      ($17)     $305       $654       $17      $671
                                   ========= ========= =========  ========= ========= =========  ========= ========= =========
</TABLE>



                                       14
<PAGE>

                   Logan County BancShars, Inc. and Subsidiary
                Management's Discussion and Analysis of Financial
                      Conditions and Results of Operations


                                 LOAN PORTFOLIO
                                 --------------

         The loan portfolio of Logan County BancShares, Inc. Subsidiary
continues to represent the largest component of earning assets. Loan activity
has continued to increase due to the Bank's emphasis on lending; as shown on
Table IV, the Bank has contributed substantially to liquidity by structuring the
loan portfolio in such a manner as to have approximately 33.05% of the total
loans due within one year. Further, the Company has 13.10% of the loan portfolio
in floating rates loans.


          TABLE IV - REMAINING MATURITIES OF LOANS AT DECEMBER 31, 2000
                            (In Thousands of Dollars)

<TABLE>
<CAPTION>
                                 COMMERCIAL,
                                 FINANCIAL AND   REAL ESTATE
                                 AGRICULTURAL    MORTGAGES    INSTALLMENTS     TOTAL
                                 -------------   -----------  ------------ -------------
 MATURITIES
 ----------
<S>                              <C>             <C>          <C>          <C>
Due Within One Year                   $15,387       $13,941        $8,229        37,557
Due One to Five Years                  18,269        17,212         4,274        39,755
Due After Five Years                   13,870        21,444         1,015        36,329
                                  ------------  ------------  ------------ -------------
     Total Loans                      $47,526       $52,597       $13,518      $113,641
                                  ============  ============  ============ =============

Due After One Year at Fixed Rate      $24,104       $32,858        $4,231        61,193
Due After One Year at Floating
     Rate                               8,035         5,798         1,058        14,891
                                  ------------  ------------  ------------ -------------
     Total Loans Due After
       One Year                       $32,139       $38,656        $5,289       $76,084
                                  ============  ============  ============ =============
</TABLE>


                                       15
<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations

                          LOAN LOSSES AND CREDIT RISKS

         The allowance for loan losses is established by charging expenses at an
amount which will maintain the allowance for loan losses at a level sufficient
to provide for potential loan losses. Loan losses are charged directly to the
allowance when they occur and recoveries are credited to the allowance. The
amount of the provision is based on past loan loss experience, management's
evaluation of the loan portfolio under current economic conditions, and such
other factors as in management's best judgement deserve current recognition in
estimating loan losses. Tables V. and VI. represent a summary of loan loss
experience for the years 2000, 1999, 1998, 1997 and 1996.

                TABLE V. - ANALYSIS OF ALLOWANCE FOR LOAN LOSSES

<TABLE>
<CAPTION>
                                               Year  Ended December 31,
                                --------------------------------------------------
                                   2000      1999      1998      1997      1996
                                   ----      ----      ----      ----      ----
<S>                             <C>        <C>       <C>       <C>       <C>
Amount of Loans Outstanding
  at End of Period               $112,939  $108,871   $94,402   $84,225   $70,872
                                ========== ========= ========= ========= =========
Monthly Average
  Amount of Loans               $109,447  $101,197   $89,182   $78,430   $65,894
                                ========== ========= ========= ========= =========
Balance of Allowance for
  Possible Loan Losses at
  Beginning of Period               $700      $701      $673      $681      $662
                               ========== ========= ========= ========= =========
Loans Charged Off:
  Commercial                          $0        $0       $14      $103        $3
  Real Estate                          7         0         0         0        17
  Consumer                            99        29        51        13         5
                                ---------- --------- --------- --------- ---------
Total Loans Charged Off              106        29        65       116        25
                                ---------- --------- --------- --------- ---------
Recoveries of Loans Previously
  Charged Off:
  Commercial                           0         1         1         0         0
  Real Estate                          3         0         0         0         1
  Consumer                             5         4         2         1         3
                                ---------- --------- --------- --------- ---------
Total Recoveries                       8         5         3         1         4
                                ---------- --------- --------- --------- ---------
Net Loans Charged Off:                98        24        62       116        21
                                ---------- --------- --------- --------- ---------
Additions to Allowance:
  Charged to Expense                 100        23        90       107        40
                                ---------- --------- --------- --------- ---------
Balance at End of Period            $702      $700      $701      $673      $681
                                ========== ========= ========= ========= =========
Ratio of Net Charge-Offs
  During Period to
  Average Loans                    0.089%    0.024%    0.069%    0.148%    0.003%
                                ========== ========= ========= ========= =========
</TABLE>



                                       16
<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations

               TABLE VI. - ALLOCATION OF ALLOWANCE FOR LOAN LOSSES



<TABLE>
<CAPTION>
               December 31, 2000     December 31, 1999     December 31, 1998     December 31, 1997     December 31, 1996
             --------------------- --------------------- --------------------- --------------------- ---------------------
                          % Of                  % Of                  % Of                  % Of                  % Of
                        Outstanding           Outstanding           Outstanding           Outstanding          Outstanding
                           Loan                  Loan                  Loan                  Loan                 Loan
              Allowance   Balance   Allowance   Balance   Allowance   Balance   Allowance   Balance   Allowance  Balance
             ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>          <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Commercial        $464       0.98%      $464       1.03%      $463       1.22%      $422       1.03%      $435     1.41%
Real Estate        163       0.31%       163       0.32%       163       0.35%       144       0.40%       141     0.41%
Consumer            75       0.55%        73       0.55%        75       0.67%       107       1.27%       105     1.58%
             ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Total             $702       0.62%      $700       0.64%      $701       0.74%      $673       0.79%      $681     0.95%
             ========== ========== ========== ========== ========== ========== ========== ========== ========== ==========
</TABLE>





                                       17

<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations

             CONSOLIDATED SUMMARY OF LOANS AND NON-PERFORMING ASSETS

         Non-performing assets consist of (a) loans not accruing interest any
longer due to doubts about future collectability, (b) loans more than ninety
days past due for the last principal or interest payment, and (c) other real
estate owned by the Bank taken originally as loan collateral. Table VII.
provides a five-year summary of the components involved in non-performing assets
as of year end.

         Loans are determined to be nonaccruing when it has been determined that
the ability of the Bank to collect the unpaid balance of such loans is highly
unlikely due to the financial position of the borrower and general economic
conditions. The determination of such classification is made by bank management
on a case-by-case basis for problem loans. Generally, a review of each loan
ninety days or more past due is made monthly and such loans deemed uncollectable
become classified as nonaccrual.

         Loans are determined to be ninety days delinquent when such a period of
time has elapsed since the last payment of principal or interest was made. At
such a time, consideration as to whether to classify the loan as nonaccruing is
made. However, until such classification is made, interest will continue to be
accrued.

         Other real estate consists of real property that the Bank originally
took as collateral for loans but has since acquired title to when the borrowers
defaulted and the Bank bid on the property in question at public auction.

      TABLE VII. - CONSOLIDATED SUMMARY OF LOANS AND NON-PERFORMING ASSETS
                            (In Thousands of Dollars)

<TABLE>
<CAPTION>
                                             Year Ended December 31,
                               -------------------------------------------------
                                 2000      1999      1998      1997      1996
                                 ----      ----      ----      ----      ----
<S>                            <C>       <C>       <C>       <C>       <C>
Commercial Loans                $47,526   $45,069   $37,938   $35,643   $30,974
Real Estate Loans                52,597    51,163    46,088    40,858    34,100
Consumer Loans                   13,518    13,339    11,114     8,493     6,649
                               --------- --------- --------- --------- ---------
Subtotal                        113,641   109,571    95,140    84,994    71,723
Less: Unearned Income                 0         0        36        96       170
                               --------- --------- --------- --------- ---------
Subtotal                        113,641   109,571    95,104    84,898    71,553
Less: Reserve for Loan
      Losses                        702       700       701       673       681
                               --------- --------- --------- --------- ---------
Net Loans                      $112,939  $108,871   $94,403   $84,225   $70,872
                               ========= ========= ========= ========= =========
Non-Performing Assets
  Non-Accruing Loans               $426      $555      $509      $546      $687
  Loans Past Due 90 Days          3,338     3,272     3,310     1,031       739
  Other Real Estate Owned           200       358        94       172       260
                                -------   -------   -------   -------   -------
Total Non-Performing Assets      $3,964    $4,185    $3,913    $1,749    $1,686
                                =======   =======   =======   =======   =======
</TABLE>


                                       18
<PAGE>


                  Logan County BancShares, Inc. and Subsidiary
                Management's Discussion and Analysis of Financial
                      Conditions and Results of Operations

                                   SECURITIES

         The securities portfolio of Logan County BancShares, Inc. is the second
largest area of resource allocation. Investments provide liquidity and serve as
a hedge offsetting the increased sensitivity of deposits caused by deregulation.
The Company has been shifting the concentration of the portfolio from held to
maturity securities into more flexible, higher-yielding available for sale
investments.

         Securities include those classified as held to maturity and available
for sale. The change in securities in 2000 was under 10% of the portfolio and
represented minor shifting between categories. During 2000, the investment
securities decreased $410,000. in U.S. agencies that were classified as
available for sale.

         All debt securities, that Logan County BancShares subsidiary does not
have the ability or management does not have the positive intent to hold to
maturity, are classified as "securities available for sale" and are carried at
market value.


     TABLE VIII. - MATURITY DISTRIBUTION OF SECURITIES AT DECEMBER 31, 2000
                            (In Thousands of Dollars)

<TABLE>
<CAPTION>
                                                        Over
                                             Over       Five
                                  One    One Year     Years
                                  Year     Through   Through       Over
December 31, 2000                   or        Five       Ten        Ten               Market
Dollars in thousands              Less       Years     Years       Years     Total     Value
                                --------- --------- --------- ---------- --------- ---------
<S>                             <C>       <C>       <C>       <C>        <C>       <C>
U.S. Government:
  Available for sale               1,992         0         0          0     1,992     1,993
  Held to maturity                     0         0         0          0         0         0

U.S. Federal Agency Security
  Available for sale                   0    13,000    14,500          0    27,500    27,375
  Held to maturity                     0         0         0          0         0         0

Total securities:
  Available for sale               1,992    13,000    14,500          0    29,492    29,368
  Held to maturity                     0         0         0          0         0         0
                                --------- --------- --------- ---------- --------- ---------
Total                              1,992    13,000    14,500          0    29,492    29,368

Percent of total                    6.78%    44.07%    49.15%      0.00%   100.00%   100.00%

Weighted average yield**            6.00%     6.28%     6.44%      0.00%     6.36%     6.47%
</TABLE>

         ** The weighted average yields are based on carrying value and
effective yields are weighted for the scheduled maturity of each security.


                                       19
<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                Management's Discussion and Analysis of Financial
                      Conditions and Results of Operations

                                  OTHER INCOME

         In 2000 and 1999, the company adjusted their focus from increased
collection of fees to promoting a growth in deposits. As a result, the service
fees declined $289,000. in 1999 and increased in 2000 by $32,000. Other income
decreased by $290,000. in 1999, and increased by $71,000. in 2000 or 29.32% and
10.16% respectively as a result of these changes.


                             TABLE IX - OTHER INCOME
                            (In Thousands of Dollars)

<TABLE>
<CAPTION>
                                                     Increase (Decrease)
                                             ----------------------------------
                                             2000 Over 1999    1999 Over 1998
                                             ----------------  ----------------
                  2000     1999     1998     Amount  Percent   Amount  Percent
                  ----     ----     ----     ------  -------   ------  -------
<S>               <C>      <C>      <C>      <C>     <C>       <C>     <C>
Service Fee         $669     $637     $926      $32      5.02%  ($289)  -31.21%

Other Fees           101       56       63       45     80.36%     (7)  -11.11%

Securities:
  Gain (Loss)          0        6        0       (6)   100.00%      6   100.00%
                 -------  -------  -------   ------- --------- ------- ---------

Total Other
  Income            $770     $699     $989      $71     29.32%  ($290)   29.32%
                 =======  =======  =======   ======= ========= ======= =========
</TABLE>



                                       20

<PAGE>


                  Logan County BancShares, Inc. and Subsidiary
                Management's Discussion and Analysis of Financial
                      Conditions and Results of Operations


                                 OTHER EXPENSES


         In 2000 other expenses increased $288,000. or 7.39% compared to 1999.
This increase was due to overall growth in 2000 and the operations of the new
facility at Fountain Place. The increase of salaries and benefits of $129,000.,
FDIC insurance of $21,000. and bank operating expenses of $55,000. are all a
direct effect of the increase customer base.

         Other expenses grew by 7.38% in 1999 or $268,000. to a total of
$3,897,000. The major components of this increase were salaries and benefits of
$161,000., data processing of $62,000. and equipment rental of $18,000. A large
part of these increases relate to the opening of the new Fountain Place facility
in late 1999 and the overall growth in the bank's customer base.

         Other expenses continued to increase in 1998 by $333,000. to
$3,629,000. This growth was due to the overall growth of the company and its
expansion of customer services. The largest components of the increase was
salaries and benefits of $157,000. and data porcessing of $133,000. While both
are related to the subsidiary bank's growth and increased service, the data
processing cost also reflect preliminary Y2K cost incurred to evaluate the
systems used by the company. These cost amount to $42,000. in 1998.

         In 2000 and 1998 the increase in taxes were due to increased property
taxes. Depreciation expense increased throughout the period. This increase is
attributable to the opening of two branch facilities at Man and Harts, West
Virginia and the Fountain Place facility late 1999.

         Repairs and maintenance, directors' fees, equipment rental, and Bank
stationery expenses vary from year to year based on the Company's demand. These
types of expenses are not directly related to the income function and,
therefore, increase or decrease sporadically.


                                       21
<PAGE>


                  Logan County BancShares, Inc. and Subsidiary
                Management's Discussion and Analysis of Financial
                      Conditions and Results of Operations


                            TABLE X. - OTHER EXPENSES
                            (In Thousands of Dollars)

<TABLE>
<CAPTION>
                                             ----------------------------------
                                             2000 Over 1999    1999 Over 1998
                                             ----------------  ----------------
                    2000     1999     1998    AMOUNT  PERCENT   AMOUNT  PERCENT
                    ----     ----     ----    ------  -------   ------  -------
<S>                <C>      <C>      <C>       <C>       <C>     <C>      <C>
Salaries and
 Benefits          $2,148   $2,019   $1,858    $129      6.39%   $161     8.67%
Taxes                  70       61       78       9     14.75%    (17)  -21.79%
Depreciation          273      179      165      94     52.51%     14     8.48%
Repairs and
 Maintenance          179      181      181      (2)    -1.10%      0     0.00%
Fees Paid to
 Directors             79       74       69       5      6.76%      5     7.25%
Equipment Rental       41       42       24      (1)    -2.38%     18    75.00%
FDIC & Fidelity
 Insurance             99       78       78      21     26.92%      0     0.00%
Data Processing       475      483      421      (8)    -1.66%     62    14.73%
Bank Stationery       119      133      121     (14)   -10.53%     12     9.92%
Bank Operating
 Expenses             702      647      634      55      8.50%     13     2.05%
                 -------  -------  -------   ------- --------  ------- --------
Total             $4,185   $3,897   $3,629     $288      7.39%   $268     7.38%
                 =======  =======  =======   ======= ========  ======= ========
</TABLE>




                                       22
<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations

                             EARNINGS AND DIVIDENDS

         As demonstrated in Table XI., Logan County BancShares, Inc. strives to
achieve a favorable dividend payout rate to the shareholders. During 2000 the
company grew 3.10% in terms of asset and stockholder's equity and increased by
10.70%, along with increases of .44% in net income and 3.44% increase in the
dividend payout ratio. These positive indicators reflect the overall growth in
size, service area and customer base. In 1999 the late 90's trends improved with
a 9.67% growth in assets, an increase of 7.17% in net income and a 2.65%
increase in dividends payout ratio. In 1998 the companies continued to grow in
terms of total assets and equity by 14.30% and 8.29% respectively, net income
decreased by 1.98% due to overall market changes. Dividends increased by 10.63%
to reflect the company's desire to reward the shareholder while maintaining an
excellent capital base.


         TABLE XI. - THREE-YEAR SUMMARY OF EARNINGS AND DIVIDENDS

<TABLE>
<CAPTION>
                  Per Share             Percent Change Over Prior Year
          ---------------------------  --------------------------------
          Dividend    Net                Net             Total
           Payout   Income  Dividends  Income Dividends  Assets  Equity
          --------  ------  ---------  ------ ---------  ------  ------
<S>       <C>       <C>     <C>        <C>    <C>        <C>     <C>
 1998       44.70%   $2.64    $1.18    -1.98%   10.63%   14.30%    8.29%

 1999       47.35%   $2.83    $1.34     7.17%   13.56%    9.67%    2.74%

 2000       50.79%   $2.84    $1.44     0.44%    7.46%    3.10%   10.70%
</TABLE>


                                       23
<PAGE>


                  Logan County BancShares, Inc. and Subsidiary
                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations


                                 EARNING ASSETS

         Table XII. represents analysis of average earning assets and interest
bearing liabilities for the years ended December 31, 2000, 1999 and 1998.

         In the period presented average earning assets grew by $2,578,000. in
2000, $13,192,000. in 1999 and $15,517,000. in 1998. This growth represented
increases of 1.88% in 2000, 9.93% in 1999 and 14.16% in 1998. The loan portfolio
is the major component of earning assets which grew by $6,880,000. or 6.65% in
2000, $12,026,000. or 13.38% in 1999, and $12,067,000. or 15.51% in 1998. The
company also allocated to the investment portfolio a portion of the growth to
maintain liquity and fund future loan requirements.

                          INTEREST BEARING LIABILITIES

         Interest bearing liabilities include interest bearing demand deposits,
savings accounts, time deposits and borrowed funds. These are the prime sources
of funds for Logan County BancShares, Inc. subsidiary to support earning assets.
Total average interest bearing liabilities increased $9,926,000. or 9.71% in
1999, $3,612,000 or 3.22% in 2000 and $12,850,000. or 14.38% in 1998. In all
years the Company has maintained a stable net interest margin while experiencing
growth in the underlying deposits. The Company has been able to match earning
yields with costs of funds over the past three years to maintain a stable net
interest margin.


                                       24
<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations

    TABLE XII. - ANALYSIS OF EARNING ASSETS AND INTEREST BEARING LIABILITIES

                            (In Thousands of Dollars)

<TABLE>
<CAPTION>
                                    Year Ended December 31, 2000   Year Ended December 31, 1999   Year Ended December 31, 1998
                                    ----------------------------   ----------------------------   ----------------------------
                                    Average              Yield/    Average              Yield/    Average              Yield/
                                    Balance    Interest  Rate      Balance    Interest  Rate      Balance   Interest   Rate
                                    -------    --------  ------    -------    --------  ------    -------   --------   ------
<S>                                 <C>        <C>       <C>       <C>        <C>       <C>       <C>     <C>       <C>
ASSETS:
  EARNING ASSETS:
     LOANS:
       Commercial                     $43,232   $3,955     9.15%     $40,468   $3,476     8.59%     $36,041   $3,209     8.90%
       Real Estate                     52,215    4,302     8.24%      49,235    4,037     8.20%      43,453    3,704     8.52%
       Consumer                        13,348    1,257     9.42%      12,212    1,100     9.01%      10,395      937     9.01%
                                    ---------  -------  -------    ---------  -------  -------    ---------  -------  -------
         Total Loans                  108,795    9,514     8.74%     101,915    8,613     8.45%      89,889    7,850     8.73%
                                    ---------  -------  -------    ---------  -------  -------    ---------  -------  -------
     INVESTMENT SECURITIES:
       Taxable                              0        0     0.00%       1,080       68     6.30%       3,245      187     5.76%
       Available for Sale              28,887    1,886     6.53%      29,045      1840    6.45%      18,763     1210    6.45%
                                    ---------  -------  -------    ---------  -------  -------    ---------  -------  -------
          Total Securities             28,887    1,886     6.53%      30,125    1,908     6.33%      22,008    1,397     6.35%
                                    ---------  -------  -------    ---------  -------  -------    ---------  -------  -------
     FEDERAL FUNDS SOLD                 1,728      108     6.25%       4,792      232     4.84%      13,203      717     5.43%
                                    ---------  -------  -------    ---------  -------  -------    ---------  -------  -------
     TOTAL EARNING ASSETS            $139,410  $11,508     8.25%    $136,832  $10,753     7.86%    $125,100   $9,964     7.96%
                                               =======  ========              =======  ========              =======  ========

  NON-EARNING ASSETS:
     Cash and Due from Banks            4,467                          4,400                          4,168
     Bank Premises                      3,765                          2,824                          2,113
     Other Assets                       2,373                          1,418                            901
                                    ---------                      ---------                      ---------
     TOTAL NON-EARNING ASSETS         $10,605                         $8,642                         $7,182
                                    ---------                      ---------                      ---------
TOTAL ASSETS                         $150,015                       $145,474                       $132,282
                                    =========                      =========                      =========
</TABLE>





                                       25
<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations


    TABLE XII. - ANALYSIS OF EARNING ASSETS AND INTEREST BEARING LIABILITIES
                                   (CONTINUED)
                            (In Thousands of Dollars)

<TABLE>
<CAPTION>
                                      Year Ended December 31, 2000   Year Ended December 31, 1999  Year Ended December 31, 1998
                                      ----------------------------   ---------------------------- ----------------------------
                                      Average            Yield/      Average            Yield/     Average            Yield/
                                      Balance Interest   Rate        Balance Interest   Rate       Balance   Interest  Rate
                                      -------  --------  ------      -------  --------  ------     -------   --------  ------
<S>                                   <C>      <C>       <C>         <C>      <C>       <C>        <C>       <C>       <C>
INTEREST BEARING LIABILITIES:
     Savings Deposits and Interest
     Bearing:
       DDA                            $55,169   $1,329       2.41%   $53,114   $1,360      2.56%   $50,133    $1,345    2.68%
       Time Deposits                   59,505    3,430       5.76%    58,167    2,964      5.10%    52,055     2,915    5.61%
       Federal Funds Purchased          1,052       69       6.56%       833       54      6.48%
                                     --------- -------   ---------  --------- -------   --------- ---------   -------   ------
       Total Interest Bearing
         Liabilities                  115,726    4,828       4.17%   112,114    4,378      3.90%   102,188    $4,260    4.17%
                                     --------- =======   =========  --------- =======   ========= ---------   =======   ======

 NON-INTEREST BEARING LIABILITIES
    AND CAPITAL:

     Demand Deposits                   18,587                         17,885                        15,253
     Accrued Expenses                     470                            851                         1,014
     Capital                           15,232                         14,624                        13,827
                                     ---------                      ---------                     ---------

       Total Non-Interest Bearing
         Liabilities and Capital       34,289                         33,360                        30,094
                                     ---------                      ---------                     ---------

       Total Liabilities and
         Stockholders' Equity        $150,015                       $145,474                      $132,282
                                     =========                      =========                     =========

NET INTEREST MARGIN                  $139,410   $6,680       4.79%  $136,832   $6,375      4.66%  $125,100     $5,704    4.70%
                                     ========= ========  =========  ========= ========  ========= =========   ========  ======
</TABLE>



                                       26
<PAGE>


                  Logan County BancShares, Inc. and Subsidiary
                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations


                       INTEREST RATE SENSITIVITY ANALYSIS
                       ----------------------------------

         Asset and liability management is responsible for the planning,
implementation, and control process for determining asset mix and maturity
features relative to liability maturities in such a way that net interest margin
will be maximized. A major tool for such a process is gap management of the
Bank's interest sensitive assets to interest sensitive liabilities.

         The negative gap position as presented in the following table for
maturities of one year or less is offset by the substantial positive gap
position for maturities greater than one year. The earnings of Logan County
BancShares, Inc. are sufficient to withstand the short term negative gap
position. Should a large fluctuation occur, increasing the cost of funds,
management would consider increasing service charges and non-interest fees which
management determines the market would bear in order to negate increased rate
costs. An additional response, at the option of management, would be liquidation
of certain long-term investments, and conversion of those funds into short-term
securities.

         Bank management recognizes the concentration of large certificates of
deposit. The Bank's policy of asset-liability management matches both rates and
maturities so the Bank will not have a liquidity problem or allow income to be
affected by a change in rates.

         All demand and savings deposits are considered highly volatile,
although experience has shown these accounts to be stable regardless of economic
cycles. Interest on savings and other transactional accounts have generally
remained constant over periods of interest rate changes. Therefore, deposits and
savings are classified as "over one year" to represent a more realistic rate
sensitive gap.


                                       27
<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations


                TABLE XIII. - INTEREST RATE SENSITIVITY ANALYSIS

                            (In Thousands of Dollars)

<TABLE>
<CAPTION>
                                               Total     Over
                    0 - 90   91-180  181-365  One Year One Year  Total
                    ------   ------  -------  -------- --------  -----
<S>                <C>      <C>       <C>     <C>      <C>     <C>
Earning Assets
  Loans            $18,375  $11,145   $8,037  $37,557  $76,084 $113,641
  Investments        1,000      992        0    1,992   27,626   29,618
  Fed. Funds Sold    4,280        0        0    4,280        0    4,280
                    -------  -------  -------  -------  ------- -------
Total Earning
  Assets            23,655   12,137    8,037   43,829  103,710  147,539
                    -------  -------  -------  -------  ------- -------
Interest Bearing
  Liabilities:
  Demand Deposits   19,435        0        0   19,435        0   19,435
  Savings            9,477    7,450   15,360   32,287        0   32,287
  CD's of $100,000
    and Over         2,855    4,597    6,896   14,348    6,922   21,270
  Other Time         9,049   11,679   12,998   33,726   10,661   44,387
                   -------  -------  -------  -------  -------  -------
Total Interest
 Bearing Liability  40,816   23,726   35,254   99,796   17,583  117,379
                   -------  -------  -------  -------  -------  -------

Interest
  Sensitivity Gap ($17,151)($11,589)($27,217)($55,957) $86,127  $30,170
                   =======  =======  =======  =======  =======  =======
Cumulative Gap    ($17,151)($28,740)($55,957)($55,957) $30,170  $30,170
                   =======  =======  =======  =======  =======  =======
Rate Sensitive
Assets/Rate
Sensitive
Liabilities
(Cumulative
Percentage)          57.95%   55.45%   43.92%   43.92%  125.69%  125.69%
                    =======  =======  =======  =======  =======  =======
</TABLE>


                                       28
<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                      Management's Discussion and Analysis
                 of Financial Position and Results of Operations


                       TABLE XIV. - AVERAGE BALANCE SHEET
                            (In Thousands of Dollars)

<TABLE>
<CAPTION>
                                      2000      1999      1998      1997      1996
ASSETS:                               ----      ----      ----      ----      ----
<S>                                  <C>       <C>       <C>       <C>       <C>
     Cash and Due from Banks         $4,467    $4,400    $4,168    $3,677    $3,546

     Investment Securities:
       Available for Sale            28,887    29,045    18,763    16,689    10,206
       Held to Maturity                   0     1,080     3,245     5,782     8,432
                                   --------- --------- --------- --------- ---------
          Total Investments          28,887    30,125    22,008    22,471    18,638
                                   --------- --------- --------- --------- ---------
     Federal Funds Sold               1,728     4,792    13,203     9,290     9,827
     Loans
       Real Estates                  52,215    49,235    43,454    37,449    31,897
       Installment                   13,348    12,212    10,459     7,402     5,606
       Commercial & Other            43,884    40,468    36,041    33,714    29,144
                                   --------- --------- --------- --------- ---------
                                    109,447   101,915    89,954    78,565    66,647
       Less:  Unearned Discount           0         0        65       129        85
                                   --------- --------- --------- --------- ---------
                                    109,447   101,915    89,889    78,436    66,562
       Allowance For Loan Losses       (652)     (718)     (707)     (614)     (668)
                                   --------- --------- --------- --------- ---------
       Net Loans                    108,795   101,197    89,182    77,822    65,894
                                   --------- --------- --------- --------- ---------
     Banking Premises                 3,765     2,824     2,113     2,133     1,942
     Accrued Interest and
       Other Assets                   2,373     2,136     1,608     1,565     1,128
                                   --------- --------- --------- --------- ---------
TOTAL ASSETS                       $150,015  $145,474  $132,282  $116,958  $100,975
                                   ========= ========= ========= ========= =========

LIABILITIES AND STOCKHOLDERS' EQUITY
     Deposits:
       Demand Deposits              $40,135   $39,585   $35,332   $31,007   $27,940
       Savings Deposits              33,621    31,413    30,054    31,582    30,049
       Time Deposits                 59,505    58,167    52,055    40,816    31,006
                                   --------- --------- --------- --------- ---------
         Total Deposits             133,261   129,165   117,441   103,405    88,995

     Federal Funds Purchased          1,052       834         0         0         0
     Other Liabilities                  470       851     1,014     1,074       995
                                   --------- --------- --------- --------- ---------
TOTAL LIABILITIES                   134,783   130,850   118,455   104,479    89,990

STOCKHOLDERS' EQUITY                 15,232    14,624    13,827    12,479    10,985
                                   --------- --------- --------- --------- ---------
TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY          $150,015  $145,474  $132,282  $116,958  $100,975
                                   ========= ========= ========= ========= =========
</TABLE>


                                       29
<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                Management's Discussion and Analysis of Financial
                       Condition and Results of Operations



Year 2000 Assessment

         Management has initiated a Company-wide program to assess its data
processing, information systems and customer service programs to ensure the
Company's operating capabilities in the year 2000. Currently, the Company's
Subsidiary Bank, L B & T, uses EDS, a regional provider of financial institution
data processing, as it's primary provider of computer services and data
processing. EDS has certified it's hardware and software are Year 2000, and
beyond, complaint.

         The Company had their computer hardware evaluated for Year 2000
compliance and purchased additional computer hardware and software at a cost of
approximately $175,000. These costs were capitalized and will be amortized over
five years. It is the opinion of management that the cost of converting these
systems and the annual amortization, thereof, will not materially impact the
results of operation or its financial position.





                                       30
<PAGE>


               ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA


<TABLE>
<CAPTION>
                                                                 Page
                                                                 ----
<S>                                                             <C>

Management's Report on Financial Statements.................      32

Report of Independent Certified Public Accountants..........      33

Financial Statements:

     Logan County BancShares, Inc. and Subsidiary:

          Consolidated Statement of Condition as of
               December 31, 2000 and 1999...................   34-35

          Consolidated Statement of Income as of December
               31, 2000, 1999 and 1998......................   36-37

          Consolidated Statement of Changes in Stock-
               holders' Equity for the Years Ended
               December 31, 2000, 1999 and 1998.............      38

          Consolidated Statement of Cash Flows for the
               Years Ended December 31, 2000, 1999,
               and 1998.....................................   39-40

          Notes to Consolidated Financial Statements........   41-53

</TABLE>


                                       31

<PAGE>

                 [Letterhead of Logan County BancShares, Inc.]


To Our Stockholders, Customers and Friends:

We are proud to present the 2000 annual report of Logan County BancShares,
Inc. and its subsidiary, Logan Bank and Trust Company. In 2000, we started
the new millenium on a strong foundation that had long been our trademark.
Starting the new century on a good note, our total assets grew by $4,734,244
or 3.00%, to a new record of $157,479,972. This growth was largely invested
in the region by increasing loans by $4,069,314, showing a continued
commitment to our service area. Earnings of $2,032,721, or $2.84 per share,
in 2000 not only strengthens our capital position but also provides our
shareholders a return of dividends of $1,032,467. The return of average
assets of 1.36% and return on equity of 13.35% are high performance goals for
any organization.

As we began a new millenium, we had some exciting decisions to make: build on
the "hometown" feeling we worked so hard to establish or begin as many of the
ever-increasing number out-of-town banks: less customer satisfaction with the
new standard banking procedures. We made a commitment to begin the same way
we ended the 90's: by being a concerned, caring, innovative force in meeting
the financial needs of our customers. Even with our sophisticated, up-to-date
and convenient services at our five locations, we decided to keep the "local
bank" feel instead of joining the ranks of banks who seem to feel the
customer should not want any more than the privilege of "giving us their
money" and then making them pay for every additional service! New
technologies do not have to make everything confusing. The plain fact is we
prefer being simple: simple to deal with, simple to understand and not
"hiding" fees; we prefer being straightforward. We still believe in investing
in our communities; working with the state, regional and local authorities to
ensure all of us enjoy the benefits of success. We decided to continue to
treat you as the bank and bankers you grew up with: saying what we mean,
meaning what we say and being concerned with you. After all, if your
customers become dissatisfied, it won't be long until you lose them. WE WANT
TO KEEP YOU! With this in mind, we renewed our commitment to supplying the
communities ever-changing financial needs while never losing site of our most
important asset: YOU. We will continually look for ways to improve our
service at each and every one of our five facilities.

In line with our renewed and continued commitment to the local region and
YOU, still expect to see our employees in numerous civic organizations,
schools and churches, often in leadership positions. Where there is a need, we
are proud our employees step up to the challenge and lead by example. While
we will certainly make sure our management policies continue to reflect this
philosophy, we realize to be successful takes a joint effort between
management and our dedicated employees. It helps that we have the most
cordial, earnest, sincere, conscientious and professional employees in the
region.

We would like to express our sincere appreciation to our employees for their
commitment, to our shareholders for their support, to our directors for their
leadership and for the confidence of our customers, old and new, in making
Logan County BancShares, Inc. and its subsidiary, Logan Bank and Trust
Company, a solid force in the communities we serve. We are indeed eager to
face the challenges of the new economy as YOUR locally-owned, hometown bank
of the future in an even stronger position than in the past.

                                Respectfully,

-------------------------------                  -------------------------------
        Harvey Oakley                                    Eddie Canterbury
      Chairman/President                           Executive Vice President/CEO


                                     32

<PAGE>

           [Logo McNeal, Williamson & Co. Certified Public Accountants]

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
of Logan County BancShares, Inc. and Subsidiary

We have audited the accompanying consolidated statements of condition of Logan
County BancShares, Inc., and Subsidiary as of December 31, 2000, and 1999, and
the related consolidated statements of income, changes in stockholders' equity
and cash flows for each of the three years in the period ended December 31,
2000. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Logan County
BancShares, Inc. and Subsidiary as of December 31, 2000, and 1999, and the
consolidated results of its operations and their cash flows for each of the
three years in the period ended December 31, 2000, in conformity with generally
accepted accounting principles.






Logan, West Virginia
February 28, 2001


                                       33
<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                       Consolidated Statement of Condition
                           December 31, 2000 and 1999

                                     ASSETS
                                     ------

<TABLE>
<CAPTION>
                                              2000               1999
                                              ----               ----
<S>                                       <C>               <C>
CASH AND DUE FROM BANKS                      $4,686,547        $7,183,524
                                          --------------     -------------
INVESTMENT SECURITIES:
     Available for sale                      29,617,886        30,028,536
     Held to maturity                                 0                 0
                                          --------------     -------------
     Total Investment Securities             29,617,886        30,028,536
                                          --------------     -------------
FEDERAL FUNDS SOLD                            4,280,000                 0

LOANS:
     Mortgage Loans                          52,596,774        51,162,583
     Installment Loans                       13,518,168        13,339,520
     Commercial and Other Loans              47,525,670        45,069,195
                                          --------------     -------------
          Total Loans                       113,640,612       109,571,298

     Less: Unearned Interest                          0                 0
           Reserve-Loan Losses                  702,008           700,554
                                          --------------     -------------
          Net Loans                         112,938,604       108,870,744
                                          --------------     -------------

BANK PREMISES AND EQUIPMENT                   3,594,002         3,774,001

INTEREST RECEIVABLE                           1,708,259         1,635,877

OTHER ASSETS                                    654,674         1,253,046
                                          --------------     -------------
                                           $157,479,972      $152,745,728
                                          ==============     =============
</TABLE>





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

                                       34
<PAGE>



                  Logan County BancShares, Inc. and Subsidiary
                       Consolidated Statement of Condition
                           December 31, 2000 and 1999

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

<TABLE>
<CAPTION>
                                         2000             1999
                                         ----             ----
<S>                                  <C>              <C>
DEPOSITS:
     Non-Interest Bearing             $23,343,157      $19,331,859
     Interest Bearing                  19,435,265       18,998,623
     Savings Deposits                  32,287,308       31,023,961
     Time Certificates                 63,657,059       58,264,563
                                     -------------    -------------
     Total Deposits                   138,722,789      127,619,006

FEDERAL FUNDS PURCHASED                 2,000,000        9,840,000

ACCRUED AND OTHER LIABILITIES             717,919          788,688

FEDERAL INCOME TAXES PAYABLE:
     Current                               17,796          (17,577)
     Deferred                               7,252           71,918
                                     -------------    -------------
TOTAL LIABILITIES                     141,465,756      138,302,035
                                     -------------    -------------

STOCKHOLDERS' EQUITY:
     Common Stock-$1.67 par value;
       Authorized - 780,000 shares,
       Outstanding-716,991 shares
         in 2000 and 1999               1,300,000        1,300,000
     Surplus                            2,408,426        2,408,426
     Retained Earnings                 13,236,733       12,236,479
     Net unrealized amortization
       on securities available for
       sale                               (70,745)        (641,014)
     Treasury Stock                      (860,198)        (860,198)
                                     -------------    -------------
TOTAL STOCKHOLDERS' EQUITY             16,014,216       14,443,693
                                     -------------    -------------
TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY            $157,479,972     $152,745,728
                                     =============    =============
</TABLE>



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

                                       35

<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                        Consolidated Statements of Income
              For the Years Ended December 31, 2000, 1999, and 1998

<TABLE>
<CAPTION>
                                     2000         1999         1998
                                     ----         ----         ----
<S>                                <C>          <C>          <C>
INTEREST INCOME:
     Loans, Including Fees         $9,513,879   $8,613,254   $7,850,317

     Investment Securities:
         Available for Sale         1,885,787    1,840,356    1,210,113
         Held to Maturity                   0       67,844      187,046


     Federal Funds Sold               108,011      231,723      716,608
                                  -----------  -----------  -----------
        Total Interest Income      11,507,677   10,753,177    9,964,084
                                  -----------  -----------  -----------

INTEREST EXPENSE:

     Deposits                       4,758,575    4,323,357    4,259,739
     Other Borrowings                  68,950       54,416            0
                                  -----------  -----------  -----------
        Total Interest Expense      4,827,525    4,377,773    4,259,739
                                  -----------  -----------  -----------
NET INTEREST INCOME                 6,680,152    6,375,404    5,704,345

PROVISION FOR LOAN LOSSES             100,000       22,500       90,000
                                  -----------  -----------  -----------
NET INTEREST INCOME AFTER
  PROVISION FOR LOAN LOSSES         6,580,152    6,352,904    5,614,345
                                  -----------  -----------  -----------
OTHER INCOME:
     Service Fees                     668,719      637,221      925,644
     Other                            100,516       56,072       63,206
     Securities Gains (Losses)              0        6,054            0
                                  -----------  -----------  -----------
                                      769,235      699,347      988,850
                                  -----------  -----------  -----------

</TABLE>




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



                                       36
<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                        Consolidated Statement of Income
              For The Years Ended December 31, 2000, 1999, and 1998

<TABLE>
<CAPTION>
                                          2000         1999        1998
                                          ----         ----        ----
<S>                                     <C>         <C>         <C>
OTHER EXPENSES:
     Salaries and Benefits              $2,147,995  $2,018,797  $1,857,732
     Taxes Other Than Payroll & Income      69,879      61,432      78,289
     Depreciation                          273,478     179,323     164,474
     Repairs and Maintenance               178,994     181,477     181,403
     Fees Paid to Directors                 78,850      73,650      69,275
     Equipment Rental                       40,963      41,735      24,377
     FDIC & Fidelity Insurance              98,603      77,783      77,540
     Data Processing                       475,161     482,814     420,897
     Bank Stationery and Printing          119,180     132,754     121,268
     Professional Fees                      71,273      61,395      81,145
     Other Operating Expenses              631,022     586,131     553,053
                                       -----------  ----------- -----------
                                         4,185,398   3,897,291   3,629,453
                                       -----------  ----------- -----------

INCOME BEFORE INCOME TAXES               3,163,989   3,154,960   2,973,742

INCOME TAXES:
     Current                             1,132,515   1,118,623   1,079,990
     Deferred                               (1,247)     11,980       2,639
                                       -----------  ----------- -----------
NET INCOME                              $2,032,721  $2,024,357  $1,891,113
                                       ===========  =========== ===========

PER SHARE OF COMMON STOCK:
     NET INCOME                              $2.84       $2.83       $2.64
                                       ===========  =========== ===========

</TABLE>


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


                                       37

<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                 Consolidated Statement of Stockholders' Equity
              For The Years Ended December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>
                                                                                 ACCUMULATED
                                                                                 OTHER
                                COMMON                    RETAINED    TREASURY   COMPREHENSIVE
                                STOCK        SURPLUS      EARNINGS     STOCK     INCOME, NET      TOTAL
                                ------       -------      --------    --------   ------------     -----
<S>                           <C>           <C>         <C>           <C>             <C>      <C>
Balance-December 31, 1997     $1,300,000    $2,408,426  $10,125,449   ($860,198)      $9,311   $12,982,988

Comprehensive Income
 Net Income - 1998                                        1,891,113                              1,891,113
 Net unrealized gain on
  securities available
  for Sale                                                                            30,908        30,908
                             ------------ ------------- ------------ ----------- ------------ -------------
     Total Comprehensive
       income                                            $1,891,113                  $30,908    $1,922,021

Dividends on 701,418 shares
  Common Stock @ $1.18                                     (846,059)                              (846,059)
                             ------------ ------------- ------------ ----------- ------------ -------------
Balance-December 31, 1998     $1,300,000    $2,408,426  $11,170,503   ($860,198)     $40,219   $14,058,950

Comprehensive Income
 Net Income - 1999                                        2,024,357                              2,024,357
 Net unrealized gain on
  securities available
  for Sale                                                                          (681,233)     (681,233)
                             ------------ ------------- ------------ ----------- ------------ -------------
     Total Comprehensive
       income                                            $2,024,357                ($681,233)   $1,343,124

Dividends on 716,991 shares
  of Common Stock @ $1.34                                  (958,381)                              (958,381)
                             ------------ ------------- ------------ ----------- ------------ -------------
Balance-December 31, 1999     $1,300,000    $2,408,426  $12,236,479   ($860,198)   ($641,014)  $14,443,693


Comprehensive Income
 Net Income - 2000                                        2,032,721                              2,032,721
 Net unrealized gain on
  securities available
   for sale                                                                          570,269       570,269
                             ------------ ------------- ------------ ----------- ------------ -------------
     Total Comprehensive
       income                                            $2,032,721                 $570,269    $2,602,990

Dividends on 716,991 shares
  of Common Stock @ $1.34                                (1,032,467)                            (1,032,467)
                             ------------ ------------- ------------ ----------- ------------ -------------
Balance-December 31, 2000     $1,300,000    $2,408,426  $13,236,733   ($860,198)    ($70,745)   16,014,216
                             ============ ============= ============ =========== ============ =============
</TABLE>




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




                                       38

<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                 Consolidated Statement of Change in Cash Flows
              For the Years Ended December 31, 2000, 1999 and 1998

               INCREASES (DECREASES) IN CASH AND CASH EQUIVALENTS

<TABLE>
<CAPTION>
                                                2000          1999          1998
CASH FLOWS FROM OPERATING ACTIVITIES:           ----          ----          ----
<S>                                         <C>           <C>           <C>
   Net Income                               $2,032,271    $2,024,357    $1,891,113
   Adjustments to reconcile net income
    to net cash provided by operating
    activities:
      Depreciation and Amortization            277,506       179,323       164,474
      Provision For Loan Losses                100,000        22,500        90,000
      Provision For Deferred Taxes              (1,247)       11,980         2,639
      (Gain) Loss on Sale of Securities              0        (6,054)            0
      Premium Amortization and
       Accretion on Investment
       Securities                               (5,060)        4,207        (8,666)
      Increases (Decreases) in
       Income Taxes Payable                     35,373       (46,091)       46,077
      (Increases) Decreases in
       Interest Receivable and
       Other Assets                             32,608      (686,703)     (388,951)
      Increases (Decreases) in
       Interest Payable & Other Liab.         (119,149)      108,479       (33,071)
      Market Value Adjustment
       Amortization                              4,028         4,028         4,028
                                          ------------- ------------- -------------
     Net Cash Provided by
       Operating Activities                  2,356,330     1,616,026     1,767,643
                                          ------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from Sale of Investment Sec:
    Available for Sale                               0     8,418,000    15,750,000
    Held to Maturity                                 0     1,000,000             0
   Proceeds from Maturities of Inv. Sec:
    Available for Sale                       7,400,000     4,000,000     2,750,000
    Held to Maturity                                 0     1,500,000     1,500,000
   Purchase of Investment Securities:
    Available for Sale                      (5,943,619)  (18,365,433)  (27,779,025)
    Held to Maturity                                 0             0             0
   Net (Increases) Decreases
    Federal Funds Sold                      (4,280,000)    7,520,000     1,390,000
   Net (Increases) Decreases
    Commercial Loans                        (2,555,021)   (7,131,049)   (2,309,156)
   Net (Increases) Decreases
    Real Estate Loans                       (1,434,191)   (5,074,720)   (5,230,511)
   Net (Increases) Decreases
    Installment Loans                         (178,648)   (2,238,777)   (2,727,440)
   Purchase of Bank Premises
    and Equipment                              (93,479)   (1,868,083)     (119,083)
                                          ------------- ------------- -------------
Net Cash Used by
    Investing Activities                    (7,084,958)  (12,240,062)  (16,775,215)
                                          ============= ============= =============
</TABLE>

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


                                       39
<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                 Consolidated Statement of Changes in Cash Flows
              For the Years Ended December 31, 2000, 1999 and 1998

               INCREASES (DECREASES) IN CASH AND CASH EQUIVALENTS

<TABLE>
<CAPTION>
                                            2000            1999            1998
                                            ----            ----            ----
<S>                                      <C>              <C>            <C>
CASH FLOWS FROM FINANCING ACTIVITIES:

   Net Increases (Decreases) in
     Demand Deposits                     $4,447,940       ($605,526)     $7,727,593
   Net Increases (Decreases) in
    Savings Deposits                      1,263,647       1,207,064         529,420
   Net Increases (Decreases) in
    Time Deposits                         5,392,497       2,597,299       8,056,389
   Net Increases (Decreases) in
    Federal Funds Purchased              (7,840,000)      9,840,000                0
   Proceeds from Issuance of Common
    Stock                                         0               0               0
   Dividends Paid                        (1,032,437)       (958,381)       (846,059)
                                     --------------- --------------- ---------------
Net Cash Provided by Financing
    Activities                           $2,231,647     $12,080,456     $15,467,343
                                     --------------- --------------- ---------------

Net Increase (Decrease) in Cash
    and Cash Equivalents                 (2,496,977)      1,456,420         459,771

Cash and Cash Equivalents at
    Beginning of Year                     7,183,524       5,727,104       5,267,333
                                     --------------- --------------- ---------------
Cash and Cash Equivalents at
    End of Year                          $4,686,547      $7,183,524      $5,727,104
                                     =============== =============== ===============


Supplemental Disclosures of Cash
    Flow Information Cash Paid for:

      Interest                           $4,762,739      $4,325,850      $4,230,266
      Income Taxes                       $1,117,740      $1,164,714      $1,033,913
</TABLE>



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



                                       40
<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                        December 31, 2000, 1999 and 1998


1.       Summary of Significant Accounting Policies:

         A.       Basis of Consolidation:

                           The Consolidated Financial Statements of Logan County
                  BancShares, Inc. and its subsidiaries include the accounts of
                  Logan County BancShares, Inc. a bank holding company and its
                  wholly owned subsidiaries, Logan Bank & Trust Company. As
                  further discussed in Note 13, the Company's subsidiaries were
                  merged into Logan Bank & Trust Company on May 28, 1996. The
                  merger was accounted for under the pooling of interest method
                  of accounting and no restatement was necessary. All material
                  intercompany balances and transactions have been eliminated in
                  consolidation.

         B.       Nature of Operations:

                           The Bank operates under State bank charter, and
                  provides full banking services. As a state bank, the Bank is
                  subject to regulation by the West Virginia Division of Banking
                  and the Federal Deposit Insurance Corporation. The Company is
                  also subject to regulation by the Federal Reserve Bank.

         C.       Estimates in the Financial Statements:

                           The presentation of the financial statements in
                  conformity with generally accepted accounting principles
                  requires management to make estimates and assumptions that
                  affect the reported amounts of assets and liabilities and
                  disclosure of contingent assets and liabilities at the date of
                  the financial statements and the reported amounts of revenues
                  and expenses during the reporting period. Actual results could
                  differ from those estimates.

         D.       Cash and Cash Equivalents:

                           For purposes of reporting cash flows, cash and cash
                  equivalents include cash on hand and amounts due from banks.

         E.       Investment Securities:

                           The Banks' Investment securities are classified in
                  two categories and accounted for as follows:

                           Securities to be Held to Maturity: Bonds, notes and
                  debentures for which the bank has the positive intent and
                  ability to hold to maturity are reported at cost, adjusted for
                  amortization of premiums and accretion of discounts which are
                  recognized in interest income, using the Constant Yeild
                  Method, over the period to maturity.

                           Securities Available for Sale: Securities available
                  for sale consist of bonds, notes, debentures, and certain
                  equity securities not classified as securities held to
                  maturity. These securities are carried at their fair value.
                  Unrealized gains and (losses), net of tax, are reported as a
                  net amount in a separate component of Shareholders' Equity
                  until realized.

                           Gains and losses on sale of securities available for
                  sale are determined using the Specific-Indentification Method.


                                       41
<PAGE>


                  Logan County BancShares, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                        December 31, 1999, 1998 and 1997



1.       Summary of Significant Accounting Policies (Continued):

         F.       Loans:

                           Loans are stated at the amount of unpaid principal,
                  reduced by unearned income and an allowance for loan losses.
                  Interest income on loans is recognized on the accrual basis
                  except for those loans in a nonaccrual income status. The
                  accrual of interest on impaired loans is discontinued when
                  management believes, after consideration of economic and
                  business conditions and collection efforts, that the
                  borrowers' financial condition is such that collection of
                  interest is doubtful. When interest accrual is discontinued,
                  interest income is subsequently recognized only to the extent
                  cash payments are received.

                           The reserve for loan losses is established through a
                  provision for loan losses charged to expense. The reserve is
                  an amount that management believes will be adequate to absorb
                  losses on existing loans that may become uncollectible based
                  on evaluations of the collectibility of loans and prior loan
                  loss experience. The evaluations take into consideration such
                  factors as changes in the nature and volume of the loan
                  portfolio, overall portfolio quality, review of specific
                  problem loans, and current economic conditions that may affect
                  the borrowers' ability to pay. Loans are charged against the
                  allowance for loan losses when management believes that the
                  collection of the principal is unlikely.

                           The allowance for loan losses on impaired loans is
                  determined using the present value of estimated future cash
                  flows of the loan, discounted at the loan's effective interest
                  rate or the fair value of the underlying collateral. A loan is
                  considered to be impaired when it is probable that all
                  principal and interest amounts will not be collected according
                  to the loan contract. The entire change in present value of
                  expected cash flows is reported as provision for loan losses
                  in the same manner in which impairment initially was
                  recognized or as a reduction in the amount of provision for
                  loan losses that otherwise would be reported.

                           Certain loan origination fees and direct origination
                  costs are capitalized and recognized as an adjustment of the
                  yield on the related loan.

         G.       Bank Premises and Equipment:


                           Bank premises and equipment are stated at cost, less
                  accumulated depreciation. Depreciation is provided over the
                  estimated useful lives of the assets as follows:

<TABLE>
<CAPTION>
                                           Methods        Range of Lives
                                           -------        --------------
<S>                                        <C>            <C>
          Banking House                    S/L, ACRS       10 - 40 years

          Furniture, Fixtures and
            Equipment                      S/L, DDB,ACRS    3 - 20 years
</TABLE>


                                       42
<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                        December 31, 1999, 1998 and 1997

1.       Summary of Significant Accounting Policies (Continued):

         H.       Real Estate Acquired Through Foreclosure:

                           Real estate acquired through foreclosure is carried
                  at the lower of the recorded investment in the property or its
                  fair value. The value of the underlying loan is written down
                  to the fair value of the real estate to be acquired by a
                  charge to the allowance for loan losses, if necessary. Any
                  subsequent write-downs are charged to operating expenses.

         I.       Income Taxes:

                           The Company and its subsidiary files a consolidated
                  federal income tax return. The Subsidiary is charged or
                  credited an amount equal to the income tax that would have
                  been applicable on a separate return basis.

                           The Company uses the liability method for computing
                  deferred income taxes. Under the liability method, deferred
                  income taxes are based on the change during the year in the
                  deferred tax liability or asset established for the expected
                  future tax consequences of differences in the financial
                  reporting and tax bases of assets and liabilities. The
                  differences relate principally to premises and equipment,
                  unrealized gains and losses on investment securities available
                  for sale, and the allowance for loan losses.

         J.       Per Share Information:

                           Primary earnings per share are computed by dividing
                  net income by the weighted average number of shares of common
                  stock outstanding and the number of shares of common stock
                  which would be assumed outstanding under the treasury-stock
                  method.

         K.       Comprehensive Income:

                           Comprehensive income consists of net income and other
                  comprehensive income. Other comprehensive income includes
                  unrealized gains and losses on securities available for sale
                  which are also recognized as a separate component of equity.
                  The accounting standard that requires reporting comprehensive
                  income first applies for 1998, with prior information restated
                  to be comparable.

         L.       New Accounting Pronouncements:

                           Beginning January 1, 2000, a new accounting standard
                  will require all derivatives to be recorded at fair value.
                  Unless designated as hedges, changes in these fair values will
                  be recorded in the income statement. Fair value changes
                  involving hedges will generally be recorded by offsetting
                  gains and losses on the hedge and on the hedged item, even if
                  the fair value of the hedged item is not otherwise recorded.
                  This is not expected to have a material effect, but the effect
                  will depend on derivative holdings when this standard applies.




                                       43
<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                        December 31, 2000, 1999 and 1998

2.       Investment Securities:

         The carrying amounts of investment in securities as shown in the
consolidated balance sheets of the bank and their approximate full values at
December 31 were as follows:

<TABLE>
<CAPTION>
                                                 Gross         Gross
                                 Amortized    Unrealized    Unrealized       Fair
                                   Cost          Gains         Loss          Value
                                  -----         ------        -----         ------
<S>                             <C>           <C>           <C>           <C>

VALUES FOR THE YEAR
    ENDED DECEMBER 31, 1999:

Securities Available for Sale

    Federal Agency Securities   $27,500,000            $0    $1,120,464   $26,379,536

    U.S. Treasury Securities      3,403,123             0         4,123     3,399,000

    Equity Securities               250,000             0             0       250,000
                               ------------- ------------- ------------- -------------
                                $31,153,123            $0    $1,124,587   $30,028,536
                               ============= ============= ============= =============

VALUES FOR THE YEAR
    ENDED DECEMBER 31, 2000

Securities Available for Sale

    U.S. Treasury Securities     $1,992,000        $1,347            $0    $1,993,347

    Federal Agency Securities    27,500,000             0       125,462    27,374,539

    Equity Securities               250,000             0             0       250,000
                               ------------- ------------- ------------- -------------
                                $29,742,000        $1,347      $125,462   $29,617,886
                               ============= ============= ============= =============
</TABLE>












                                       44
<PAGE>



                  Logan County BancShares, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                        December 31, 2000, 1999 and 1998

2.       Investment Securities: (continued)

                  The par value of securities pledged to secure public deposits
         and for other purposes amounted to $23,135,696 in 2000 and $21,822,123
         in 1999.

                  The amortized cost and estimated market value of investment in
         debt securities at December 31, 2000, by contractural maturity, are
         shown below. Expected maturities will differ from contractual
         maturities because borrowers may have the right to call or prepay
         obligations with or without call as prepayment penalties.

<TABLE>
<CAPTION>
                                                Securities to be Held                    Securities Available
                                                     to Maturity                              For Sale
                                             ---------------------------              --------------------------
                                              Amortized        Fair                     Amortized       Fair
                                                 Cost          Value                      Cost          Value
                                              ---------       ------                    ---------      ------
<S>                                           <C>           <C>                         <C>          <C>
     Due in one year or less                           $0            $0                 $1,992,000   $1,993,347

     Due from one year to five years                    0             0                 13,000,000   12,945,316

     Due from five years to ten years                   0             0                 14,750,000   14,679,223

     Due after ten years                                0             0                          0            0
                                             ------------- -------------               ------------ ------------
                                                       $0            $0                $29,742,000  $29,617,886
                                             ============= =============               ============ ============
</TABLE>


3.       Restriction on Cash, Due from Banks and Contingent Liabilities:

                  The Bank is required to maintain average balances with the
         Federal Reserve Bank. The average required reserve balances were
         $934,000. and 854,000. for 2000 and 1999 respectively. The Bank has
         various claims and suits pending at December 31, 2000 arising in the
         ordinary course of its business. It is the opinion of management and
         legal counsel that such litigation will not materially affect the
         Bank's financial position or earnings.




                                       45
<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                        December 31, 2000, 1999 and 1998

4.       Loans:

                  Major classifications of loans at December 31, 2000 and 1999
         are as follows:

<TABLE>
<CAPTION>
                                                    2000          1999
                                                    ----          ----
<S>                                             <C>           <C>
     Mortgage Loans                             $52,596,774   $51,162,583
     Installment Loans                           13,518,168    13,339,520
     Commercial and Other Loans                  47,525,670    45,069,195
                                               ------------- -------------
                                                113,640,612   109,571,298
     Less:  Unearned Interest                             0             0
            Reserve for Loan Loss                   702,008       700,554
                                               ------------- -------------
                                               $112,938,604  $108,870,744
                                               ============= =============
</TABLE>

                  Loans on which accrual of interest has been discontinued or
         reduced amounted to $425,754. and $555,454. at December 31, 2000 and
         1999 respectively. Had the above loans not been placed on a non-accrual
         status, income for the Company would have increased approximately
         $31,135. and $45,998. for the two years.

                  The Company's recorded investment in impaired loans was
         approximately $1,057,618. at December 31, 2000 and $936,615. at
         December 31, 1999. Of that amount in 2000, $667,390. represents loans
         for which an allowance for loan losses, amounting to $433,803., has
         been established under SFAS 114. The average recorded investment in
         impaired loans was approximately $997,116. for 2000 and $925,175. for
         1999. Interest income recognized on impaired loans was approximately
         $54,252. for the year ended December 31, 2000.

         Reserve for Loan Losses:

                  Transactions in the reserve for loan losses for the years were
         as follows:

<TABLE>
<CAPTION>
                                      2000          1999          1998
                                      ----          ----          ----
<S>                                  <C>           <C>           <C>
     Balance at Beginning of Year    $700,553      $701,275      $672,563
     Provision Charged to
       Operating Expenses             100,000        22,500        90,000
     Recoveries credited to
       Reserve                          7,125         5,494         3,806
     Losses Charged to Reserve       (105,670)      (28,716)      (65,094)
                                 ------------- ------------- -------------
     Balance at End of Year          $702,008      $700,553      $701,275
                                 ============= ============= =============
</TABLE>

                  The balance of the reserve for loan losses for income tax
         purposes was $281,723. at December 31, 2000 and 1999.

                  Certain directors and executive officers of the Bank and
         companies in which they have beneficial ownership, were loan customers
         of the Bank during 2000 and 1999. Such loans were made in the ordinary
         course of business at the Banks' normal credit terms and interest
         rates. An analysis of the 2000 activity with respect to all director
         and executive officer loans is as follows:

<TABLE>
<CAPTION>
             Balance              New Loans    Loan Payments    Balance
               1999                 2000           2000          2000
<S>                               <C>           <C>         <C>
            $2,765,252               $981,430      $689,676    $3,057,006
</TABLE>


                                       46
<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                        December 31, 2000, 1999 and 1998



5.       Bank Premises and Equipment:

                  Bank premises and equipment are summarized as follows:

<TABLE>
<CAPTION>
                                       2000          1999
                                       ----          ----
<S>                                 <C>           <C>
     Land                            $949,972      $949,972
     Banking House                  3,171,374     3,143,415
     Furniture, Fixtures and
       Equipment                    2,382,842     2,317,618
                                  ------------  ------------
                                    6,504,188     6,411,005
     Less:  Accumulated
             Depreciation           2,910,187     2,637,004
                                  ------------  ------------
     Bank Premises and Equipment   $3,594,001    $3,774,001
                                  ============  ============
</TABLE>


                  Depreciation expense amounted to $277,506., 179,323., and
         $164,474., in 2000, 1999 and 1998 respectively. Expenditures for
         maintenance and repairs are charged against operations as incurred.


6.       Operating Lease Commitments:

                  The Company has entered into lease agreements for certain
         premises at three of its facility locations. Future minimum lease
         payments under the leases during the five years subsequent to December
         31, 2000 are as follows:

<TABLE>
<CAPTION>
                                          Year       Amount
                                          ----       ------
<S>                                      <C>       <C>
                                          2001      $21,400
                                          2002      $21,400
                                          2003      $21,400
                                          2004      $21,400
                                          2005      $21,400
</TABLE>


7.       Federal Funds Purchased:

                  At December 31, 2000, the combined weighted average interest
         rates related to federal funds purchased was 5.88%. Maturities related
         to such borrowings for the year were not greater 90 days.




                                       47
<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                        December 31, 2000, 1999 and 1998

8.       Federal Income Taxes:

                  The provisions for Federal income taxes for the years ended
         December 31, 2000, 1999, and 1998 were less than the respective amounts
         that would result from applying the statutory Federal and state income
         tax rates, due primarily to the Banks' investment income and expense
         accruals.

                  A reconciliation of the difference between the U. S. statutory
         income tax rate and the effective tax rates with resulting dollar
         amounts are shown in the following table:

<TABLE>
<CAPTION>
                                  2000                   1999                  1998
                         ---------------------- --------------------- ---------------------
                            Amount     Percent     Amount    Percent    Amount     Percent
                         ----------- ---------- ----------- --------- ----------- ---------
<S>                      <C>             <C>    <C>            <C>      <C>          <C>
     Tax Expense at
      Statutory Rate     $1,044,203      34.00% $1,037,245     34.00%   $977,013     34.00%
     State income tax
      net of tax benefits    92,802       3.02%    104,238      3.42%     95,240      3.31%
                         ----------- ---------- ----------- --------- ----------- ---------
                          1,137,005      37.02%  1,141,483     37.42%  1,072,253     37.31%

     Security Transaction         0       0.00%       (786)    -0.03%     (4,894)    -0.17%
     Loan Loss
      Provision              (1,457)     -0.05%     (8,661)    -0.28%      9,762      0.34%
     Pension Accruals         4,338       0.14%      3,400      0.11%      3,400      0.12%
     Other                   (7,371)     -0.24%    (16,813)    -0.55%       (531)    -0.02%
     Deferred Income
      Tax                    (1,247)      0.04%     11,980      0.39%      2,639      0.09%
                         ----------- ---------- ----------- --------- ----------- ---------
                         $1,131,268      36.83% $1,130,603     37.06% $1,082,629     37.67%
                         =========== ========== =========== ========= =========== =========
</TABLE>


         The tax effect of significant temporary differences which comprise
non-current deferred tax assets and liabilities as of December 31, 2000 and 1999
are as follows:

<TABLE>
<CAPTION>
                                       2000                   1999
Assets:                                ----                   ----
<S>                                    <C>                   <C>
Market Value Allowance                 $21,297               $22,425
Reserve for Loan Loss                  142,897               142,403
Allowances for Investments              53,369               483,572
                                     ----------             ---------
     Gross Deferred Tax Asset          217,563               648,400
                                     ----------             ---------

Liabilities:
Property and Equipment                  71,165                94,344
                                     ----------             ---------
     Net Deferred Tax Asset           $146,398              $554,056
                                     ==========             =========
</TABLE>



                                       48
<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                        December 31, 2000, 1999 and 1998


9.       Employee Benefit Plans:

                  During 1997 the Company terminated the qualified defined
         benefit pension plan. The Company's subsidiary adopted a qualified
         profit sharing and 401K employee benefit plan covering substantially
         all employees. The contributions to the plans are at the discretion of
         the plans' advisory board and amounted to $114,358. in 2000 and
         $96,335. in 1999.


10.      Financial Instruments with Off-Balance-Sheet Risk and Financial
         Instruments with Concentration of Credit Risk:

                  The Bank is party to financial instruments with
         off-balance-sheet risk in the normal course of business to meet the
         financing needs of its customers. These financial instruments include
         loan commitments, unused credit loan limits, and standby letters of
         credit. The instruments involve, to varying degrees, elements of credit
         and interest rate risk in excess of the amount recognized in the
         financial statements.

                  The Bank's exposure to credit loss in the event of
         nonperformance by the other party to the financial instrument for loan
         commitments and standby letters of credit is represented by the
         contractual amount of those instruments. The Bank uses the same credit
         policies in making commitments and conditional obligations as it does
         for on-balance-sheet instruments.

                  Commitments to extend credit are agreements to lend to a
         customer as long as there is no violation of any condition established
         in the contract. Commitments generally have fixed expiration dates or
         other termination clauses and may require payment of a fee. Since many
         of the commitments are expected to expire without being drawn upon, the
         total commitment amounts do not necessarily represent future cash
         requirements. The exposure to credit loss in the event of
         nonperformance by the other party to the financial instrument for these
         commitments is represented by the contractual amount. The credit risk
         involved in issuing letters of credit is essentially the same as that
         involved in extending loan commitments to customers.



                                       49
<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                        December 31, 2000, 1999 and 1998

10.      Financial Instruments with Off-Balance-Sheet Risk and Financial
         Instruments with Concentration of Credit Risk (Continued):

                  The total amounts of off-balance-sheet financial instruments
         with credit risk are as follows:

<TABLE>
<CAPTION>
                                       December 31,
                                  2000            1999
                                  ----            ----
<S>                            <C>             <C>
     Loan commitments          $11,236,000     $17,347,000
     Standby letters of credit    $678,000        $433,000
</TABLE>


                  The Bank subsidiary grants retail, commercial and commercial
         real estate loans to customers located throughout West Virginia and
         Eastern Kentucky.

                  The Bank evaluates each customer's creditworthiness on a
         case-by-case basis. The amount of collateral obtained, if deemed
         necessary by the Bank upon extension of credit, is based on
         management's credit evaluation of the customer. Collateral held varies
         but may include accounts receivable, inventory, property, plant and
         equipment and income-producing commercial properties. Although the Bank
         has a diversified loan portfolio, a substantial portion of the debtors'
         ability to honor their contracts is dependent upon the economic
         conditions in each loan's respective location.

11.      Regulatory Matters

                  The various regulatory agencies having supervisory authority
         over financial institutions have adopted risk-based capital guidelines
         which define the adequacy of the capital levels of regulated
         institutions. These risk based capital guidelines require minimun
         levels of capital based upon the risk rating of assets and certain
         off-balance-sheet items. Assets and off-balance-sheet items are
         assigned regulatory risk-weights ranging from 0% to 100% depending on
         their level of credit risk. The guidelines classify capital in two
         tiers, Tier I and Tier II, the sum of which is total capital. Tier I
         capital is essentially common equity, less intangible assets. Tier II
         capital is essentially qualifying long-term debt and a portion of the
         reserve for loan losses.

                  The Company and Bank actual capital amounts and ratios are
         presented below in thousands of dollars:

<TABLE>
<CAPTION>
                                                               For Capital
                                                                Adequacy       To be Well
                                 Company           Bank         Purposes       Capitalized
                              -------------    ------------   -------------   -------------
As of December 31, 1999        Amt.  Ratio     Amt.   Ratio    Amt.   Ratio    Amt.   Ratio
                              -------------    ------------   -------------   -------------
<S>                           <C>     <C>     <C>     <C>      <C>    <C>     <C>     <C>
Total Capital (to Risk
  Weighted Assets)            14,444  13.27%  14,158  13.04%   8,709  8.00%   10,886  10.00%

Tier I Capital (to Risk
  Weighted Assets)            15,085  13.86%  14,799  13.63%   4,355  4.00%    6,532   6.00%

Tier I Capital (to Risk
  Average Assets)             15,085  10.19%  14,799  10.01%   5,923  4.00%    5,443   5.00%

As of December 31, 2000

Total Capital (to Risk
  Weighted Assets)            16,014  14.91%  15,692  14.65%   8,590  8.00%   10,738  10.00%

Tier I Capital (to Risk
  Weighted Assets)            16,147  15.04%  15,825  14.77%   4,295  4.00%    6,442   6.00%

Tier I Capital (to
  Average Assets)             16,147  10.31%  15,825  10.27%   6,265  4.00%    7,831   5.00%
</TABLE>




                                       50
<PAGE>


                  Logan County BancShares, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                        December 31, 2000, 1999 and 1998

11.      Regulatory Matters (Continued)

                  The Company's principal source of funds for dividend payments
         is dividends received from the subsidiary Bank. Banking regulations
         limit the amount of dividends that may be paid without prior approval
         of regulatory agencies. Under these regulations, the amount of
         dividends that may be paid in any calendar year is limited to the
         current year's net profits, as defined, combined with the retained net
         profits of the preceding two years, subject to the capital requirements
         as defined above. During 2001, the Bank could, without prior approval,
         declare dividends of approximately $3,111,284. plus any 2001 net
         profits returned to the date of the dividend declaration.

12.      Disclosures about Fair Value of Financial Instruments

                  The following methods and assumptions were used to estimate
         the fair value of each class of financial instruments for which it is
         practicable to estimate that value:

                  Cash and Cash Equivalents - For those short-term instruments,
                  the carrying amount is a reasonable estimate of fair value.

                  Investment Securities - For investment securities, fair values
                  are based on quoted market prices or dealer quotes.

                  Loans - Fair value is estimated by discounting the future cash
                  flows using the current rates at which similar loans would be
                  made to borrowers with similar credit ratings and for the same
                  remaining maturities.

                  Deposit Liabilities - The fair value of demand deposits,
                  savings accounts, and certain money market deposits is the
                  amount payable on demand at the reporting date. The fair value
                  of fixed-maturity certificates of deposit is estimated by
                  discounting future cash flows using the rates currently
                  offered for deposits of similar remaining maturities.

                  Securities Sold Under Agreements to Repurchase - For these
                  short-term instruments, the carrying amount is a reasonable
                  estimate of fair value.

                  Federal Home Loan Bank Advances - Rates currently available to
                  the Company for advances with similar terms and remaining
                  maturities are used to estimate fair value of existing debt.

                  Note Payable - The carrying value of variable rate borrowed
                  funds is a reasonable estimate of fair value.

                  Commitments to Extend Credit and Standby Letters of Credit -
                  Commitments to extend credit and standby letters of credit
                  represent agreements to lend to a customer at the market rate
                  when the loan is extended, thus the commitments and letters of
                  credit are not considered to have a fair value.

                  The fair values of the Company's financial instruments at
                  December 31, 2000 are as follows:

<TABLE>
<CAPTION>
                                               Carrying            Fair
                                                Amount            Value
<S>                                             <C>             <C>
          Financial assets:
            Cash and cash equivalents           $4,686,547      $4,686,547
            Investment securities               29,492,000      29,367,886
            Loans                              113,640,612     113,356,510
            Less: Res. for loan losses            (702,008)       (702,008)
                                              -------------   -------------
                                              $147,117,151    $146,708,935
                                              =============   =============
          Financial liabilities:
            Deposits                          $138,722,789    $138,459,216
                                              =============   =============
</TABLE>



                                       51
<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                        December 31, 2000, 1999 and 1998

13.      Stockholders' Equity:

                  On June 16, 1999, the Board of Directors declared a stock
         dividend of three shares of common stock for each two shares of common
         stock outstanding. All related financial information including earnings
         per share gives retroactive effect to issuance of this stock dividend.
         This results in a total authorized common stock of 780,000 shares and
         716,991 shares outstanding at December 31, 2000 and 1999.


14.      Parent Only Condensed Financial Information:


<TABLE>
<CAPTION>
                                                 December 31,
                                     --------------------------------------
                                        2000          1999         1998
                                        ----          ----         ----
<S>                                     <C>          <C>          <C>
     Condensed Balance Sheet:

     Assets:
        Cash                            $360,466     $375,496     $365,591
        Other Assets                     254,875      264,674      264,685
        Investment in Subsidiary      15,692,172   14,091,689   13,679,457
                                     ------------ ------------ ------------
                                     $16,307,513  $14,731,859  $14,309,733
                                     ============ ============ ============
     Liabilities and Equity:
        Accrued Liabilities             $293,297     $288,166     $250,783
        Common Stock                   1,300,000    1,300,000    1,300,000
        Surplus                        2,408,426    2,408,426    2,408,426
        Retained Earnings             13,165,988   11,595,465   11,210,722
        Treasury Stock                  (860,198)    (860,198)    (860,198)
                                     ------------ ------------ ------------
                                     $16,307,513  $14,731,859  $14,309,733
                                     ============ ============ ============
     Condensed Statement of Income:
       Equity in Net Earnings of
         Subsidiary                   $2,062,681   $2,051,846   $1,918,697
     Other Income                          7,203       14,800       18,750
     Operating Expenses                   37,163       42,289       46,334
                                     ------------ ------------ ------------
     Net Income                       $2,032,721   $2,024,357   $1,891,113
                                     ============ ============ ============
</TABLE>


                                       52
<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                   Notes to Consolidated Financial Statements
                        December 31, 2000, 1999 and 1998

14.      Parent Only Condensed Financial Information (Continued):

<TABLE>
<CAPTION>
                                                    December 31,
                                            ----------------------------------
                                              2000        1999        1998
                                              ----        ----        ----
<S>                                        <C>         <C>         <C>
     Condensed Statement of Changes
       in Cash Flow:
     Cash Flows From Increases (Decreases)
     in Cash and Cash Equivalents
       Operating Activities:
       Net Income                          $2,032,721  $2,024,357  $1,891,113
       Net Change in Other Assets               9,799          11           0
       Net Change in Accrued Liabilities        5,131      37,383     (61,950)
                                          ------------ ----------- -----------
       Net Cash Provided by Operating
         Activities                         2,047,651   2,061,751   1,829,163
                                          ------------ ----------- -----------
     Cash Flows From Investing Activities:
       Net Change in Investment in
         Subsidiary                        (1,030,214) (1,093,465) (1,072,637)
                                          ------------ ----------- -----------
       Net Cash Provided (Used) in
         Investing Activities              (1,030,214) (1,093,465) (1,072,637)
                                          ------------ ----------- -----------
     Cash Flows From
       Financing Activities:
       Dividends                           (1,032,467)   (958,381)   (846,059)
                                          ------------ ----------- -----------
       Net Cash Used in Financing
         Activities                        (1,032,467)   (958,381)   (846,059)
                                          ------------ ----------- -----------
       Net Change in Cash and Cash
         Equivalents During the Year          (15,030)      9,905     (89,533)

     Cash Account:
       Beginning of Year                      375,496     365,591     455,124
                                          ------------ ----------- -----------
       End of Year                           $360,466    $375,496    $365,591
                                          ============ =========== ===========
</TABLE>




                                       53
<PAGE>

          ITEM 9 - DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


                                      None.

                                    PART III.

          ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


The information appearing on Page of the Corporation's Proxy Statement, dated
May 2, 2001, is incorporated herein by reference in response to this item.


         Executive Officers of the Registrant:

<TABLE>
<CAPTION>
     Name                    Age              Position and Office
     ----                    ---              -------------------
<S>                          <C>          <C>
     Harvey Oakley            80          Chairman  of  the  Board
                                          and President, Logan
                                          County  BancShares, Inc.
                                          Mr.  Oakley has been
                                          an officer and Director of
                                          Logan Bank & Trust Company
                                          since 1963, a attorney at
                                          law, and Circuit Judge,
                                          State of West Virginia.

     Eddie D. Canterbury     52           Executive  Vice  President
                                          and  CEO  of  Logan County
                                          BancShares, Inc.  Mr. Can-
                                          terbury has  been Pres-
                                          ident/CEO of Logan Bank &
                                          Trust Company since 1998
                                          and Sr. Vice President
                                          since 1980.  He is a
                                          Director of Logan Bank &
                                          Trust Company.
</TABLE>


                                       54
<PAGE>

                        ITEM 11 - EXECUTIVE COMPENSATION


         The information appearing in the Corporation's Definitive Proxy
Statement, dated May 2, 2001, is incorporated herein by" reference in response
to this item.



               ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT



         The information appearing in the Corporation's Definitive Proxy
Statement, dated May 2, 2001, is incorporated herein by" reference in response
to this item.




            ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



         The information appearing in the Corporation's Definitive Proxy
Statement, dated May 2, 2001, is incorporated herein by" reference in response
to this item.


                ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES
                            BAND REPORTS ON FORM 8-K



         None.



                                       55
<PAGE>

                         LOGAN COUNTY BANCSHARES, INC.
                 Proxy for the Annual Meeting of Shareholders
                            To be Held May 22, 2001


          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned hereby appoints Harvey Oakley and Eddie Canterbury, or
any of them, proxies or porxy of the undersigned with full power of
substitution to vote, as designated below, the shares of the undersigned at
the Annual Meeting of the Shareholders of Logan County Bancshares, Inc. to be
held at Logan Bank and Trust Company's office, Corner of Washington Avenue
and Main Street, Logan, West Virginia, on May 22, 2001, at 3:00 p.m. and at
any and all adjournments thereof, with all of the powers the undersigned
would possess if personally present.

     1.  Proposal to approve the nominated Board of Directors.

         [ ]  FOR          [ ]  AGAINST         [ ] ABSTAIN

     2.  In their discretion, the proxies are authorized to vote upon such
         other business and on such other matters as may properly come before
         the meeting or any adjournments thereof.

     The shares as represented by this Proxy will be voted as specified by
the undersigned. If no specification is made, this Proxy will be cast FOR
Proposal.

Number of Shares:                          Date:                , 2001
                  ---------------------          --------------

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

---------------------------------------    ------------------------------------
         Certificate Name(s)                           Signature(s)

     Please sign in the manner in which your stock is registered. When
signing as attorney, administrator, trustee of guardian, please give your
full title as such. For joint accounts, each Joint Tenant should sign. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.

                                     56

<PAGE>

                [Letterhead of Logan County BancShares, Inc.]






                                May 2, 2001

Dear Stockholder:

     Your Board of Directors is pleased to invite you to attend the Annual
Meeting of Stockholders of Logan County BancShares, Inc. on May 22, 2001, at
3:00 p.m. The Notice of Meeting and Proxy Statement are attached.

     The meeting will be held at Logan Bank and Trust Company's lobby,
Washington and Main Street, Logan, West Virginia. The business of the meeting
will be the election of the Directors and to transact such other business as
may properly come before the meeting.

     We hope that you can attend the meeting. In any event, please mark, date
and sign the enclosed proxy and return it in the accompanying envelope.

                         LOGAN COUNTY BANCSHARES, INC.

           Harvey Oakley                             Eddie Canterbury
         President/Chairman                     Executive Vice President/CEO



                                     57

<PAGE>


                  NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                                 MAY 2, 2001

     The Annual Meeting of Stockholders of Logan County BancShares, Inc. will
be held at Logan Bank and Trust Company's lobby at 3:00 p.m. on May 22, 2001,
for the following purposes:

     1.  To elect Directors of the Corporation.
     2.  To transact such other business as may properly come before the
         meeting.

     Only stockholders of record at the close of business on April 20, 2001,
are entitled to notice of and to vote at the meeting.



                                     58

<PAGE>

                        LOGAN COUNTY BANCSHARES, INC.
                                P.O. BOX 597
                        LOGAN, WEST VIRGINIA  25601

                                 MAY 2, 2001

                               PROXY STATEMENT

SOLICITATION AND REVOCABILITY OF PROCESS

    This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Logan County BancShares, Inc. (Corporation) of
proxies for the Annual Meeting of Stockholders of the corporation to be held
May 22, 2001, and any adjournment thereof. Shares represented by properly
executed proxies which are received in time and not revoked will be voted at
the meeting in the manner described in the proxies. Any proxy may be revoked
at any time before it is exercised.

INFORMATION AS TO VOTING SECURITIES

     The Board of Directors has fixed the close of business on April 20,
2001, as the record date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting. At the record date, 716,991
shares of Common Stock of the Corporation were outstanding and entitled to
be voted at the meeting. Each share of Common Stock is entitled to one vote.

ELECTION OF DIRECTORS

     The Board of Directors of the Corporation has, in accordance with the
bylaws, fixed the number of Directors of the Corporation at not less than
three. Accordingly, ten Directors are proposed to be elected to serve until
the next Annual Meeting of Stockholders and until their respective successors
are duly elected and have qualified. It is intended that shares represented
by proxies solicited by the Board of Directors will, unless contrary
instructions are given, be voted in favor of the election as Directors of the
nominees listed below. If any nominee is unavailable for election, the shares
may be voted for a substitute nominee. The following nominees have been
proposed to serve as Directors of the Corporation. They are:

<TABLE>
<CAPTION>
                                                                     COMMON STOCK
      NAME        AGE        PRINCIPAL OCCUPATION                 BENEFICIALLY OWNED
      ----        ---        --------------------                 ------------------
<S>               <C>        <C>                                  <C>
Frank H. Oakley    86        Chairman, Bray and Oakley                    49,659
                             Insurance Agency, Inc.
</TABLE>

                                     59

<PAGE>

<TABLE>
<CAPTION>
                                                                     COMMON STOCK
      NAME        AGE        PRINCIPAL OCCUPATION                 BENEFICIALLY OWNED
      ----        ---        --------------------                 ------------------
<S>               <C>        <C>                                  <C>
Harvey Oakley      80        President/Chairman of the Board,         (A) 47,938
                             Logan County BancShares, Inc.;
                             Attorney at Law; Chairman of the
                             Board of Logan Bank and Trust.

Clell Peyton       64        Director, Logan Bank and Trust               10,773
                             Retired, Nationwide Insurance Company.

Earle B. Queen     73        Director, Loan Bank and Trust;           (B) 19,255
                             President, James Funeral Home.

La Veta Jean Ray   69        Retired Counselor,                       (C)  7,428
                             Champmanville High School.

William W. Wagner  68        Director, Logan Bank and Trust;          (D) 15,409
                             Former Director and Executive Comm.,
                             United Bancshares; Former Chairman
                             Eagle Bancorp, Inc.

Eddie Canterbury   52        Director and Executive Vice President/   (E)  7,467
                             CEO, Logan County BancShares, Inc.;
                             Director and President/CEO
                             Logan Bank and Trust.

Walter D. Vance    50        Vice President, Logan County             (F)  4,569
                             BancShares, Inc.; Vice President,
                             Aracoma Drug Company.

Glenn T. Yost      43        Director, Logan Bank and Trust;          (G) 28,963
                             President, W.W. McDonald Land Co.;
                             President, Triadelphia Land Co.;
                             President, Bruce McDonald Holding Co.

David McCormick    53        Director, Logan Bank and Trust;          (H) 38,058
                             President, McCormick's, Inc.;
                             President, Bodaco, Co.
</TABLE>

                                     60

<PAGE>

     (A)  Includes 6,982 shares jointly owned with spouse.

     (B)  Includes 18,000 shares owned by Earle B. Queen, Trust, 205 shares
          owned by Funeral Services, Inc. and 225 shares owned by Queen
          Brothers, Inc.

     (C)  Includes 1,428 shares jointly owned with sister, Erma Ray Butcher.

     (D)  Includes 654 shares jointly owned with spouse.

     (E)  Includes 357 shares owned by IRA.

     (F)  Includes 849 shares owned by Aracoma Drug Company.

     (G)  Includes 1,125 shares jointly owned with spouse; and 27,164 shares
          for which voting and investment powers are deemed; 20,625 shares owned
          by W.W. McDonald Land Company; 5,863 shares owned by Bruce McDonald
          Holding Company; 675 shares owned by Triadelphia Land Company.

     (H)  Includes 37,908 shares owned by Badaco, Co.

EXECUTIVE COMPENSATION

     All Executive Officers of Logan County BancShares, Inc. were compensated
$7,200.00 in Director's fees during 2000.

OTHER MATTERS

     As of the date of this Proxy Statement, the Board of Directors was not
aware of any matters not referred to in the form proxy that would be
presented for action at the meeting. If any other business comes before the
meeting, the persons named in the proxy will have discretionary authority to
vote the shares represented by them in accordance with their best judgement.

DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS

     All proposals must be submitted to the Board of Directors 30 days prior
to the Annual Meeting of Stockholders.

                                     61

<PAGE>

                          NOTICE TO SHAREHOLDERS

The Annual Disclosure Statement, which contains certain financial
information, of Logan Bank and Trust Company is available upon request.

Please contact the New Accounts Department at:

                               Logan Bank and Trust Company
                               43 Washington Avenue
                               PO Box 597
                               Logan, West Virginia 25601-0597
                               Phone: (304) 752-1166


                                     62

<PAGE>

                                   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.

                                   LOGAN COUNTY BANCSHARES, INC.
                                        (Registrant)


                                   -----------------------------
                                   Eddie Canterbury
                                   Executive Vice President/CEO

                                   March 23, 2001

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed on the dates indicated.

   SIGNATURE

Frank H. Oakley                         Director

Harvey Oakley                           Director, President/Chairman
                                          of the Board

Clell Peyton                            Director  By: _________________
                                                      Eddie Canterbury
Earle B. Queen                          Director      Attorney in Fact
                                                      Date: March 23, 2001
Lavetta J. Ray                          Director

Walter D. Vance                         Director

William W. Wagner                       Director


___________________________             Executive Vice President
Eddie Canterbury                          and Director
Director



                                       63