<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, 1999 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, 1999

     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)

<PAGE>

                          LOGAN COUNTY BANCSHARES, INC.

                                   FORM 10 - K

                                      INDEX
                                      -----
<TABLE>
<CAPTION>

                                                                      Page
                                                                      ----
<S>                                                                  <C>
ITEM 1 - Business ............................................        3-6

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 - 30

ITEM 8 - Financial Statements and Supplemental Data ..........      31 - 53

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 ...................................................        62
</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 BANK & TRUST COMPANY, 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 are determined by
negotiations between individual buyers and sellers. Although Logan keeps no
records of sale prices paid for Logan stock and has no direct knowledge of such
prices, for purposes of presentation, Corporation's management estimates the
approximate market value ranges for 1999 and 1998 to be as follows:
<TABLE>
<CAPTION>

                          First      Second     Third      Fourth
Sale Price:               Quarter    Quarter    Quarter    Quarter
-----------               -------    -------    -------    -------
<S>                       <C>       <C>        <C>        <C>
1999 Common Stock         $27-$28    $28-$40    $42-$42    $42-$42
1998 Common Stock         $23-$27    $27-$27    $27-$27    $27-$27

Per Share Dividends
Declared:
---------
1999 Common Stock         $0.29      $0.29      $0.30      $0.46
1998 Common Stock         $0.26      $0.26      $0.27      $0.38
</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 Corporation,
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 Logan keeps no
records of sales prices paid for Logan stock and has no direct knowledge of such
prices, for purposes of presentation, Corporation's management estimates the
approximate market value ranges for 1999 and 1998 to be as follows:
<TABLE>
<CAPTION>

                                                First         Second        Third        Fourth
 Sales Price:                                  Quarter       Quarter       Quarter       Quarter
 ------------                                  -------       -------       -------       -------
<S>                                            <C>           <C>           <C>          <C>
 1999 Common Stock                             $27-$28       $28-$40       $42-$42       $42-$42
 1998 Common Stock                             $23-$27       $27-$27       $27-$27       $27-$27


 Per Share Dividends Declared:
 -----------------------------
 1999 Common Stock                               $0.29         $0.29         $0.30         $0.46
 1998 Common Stock                               $0.26         $0.26         $0.27         $0.38
</TABLE>


                                       8
<PAGE>

                               OPERATING HISTORY

                        ITEM 6 - SELECTED FINANCIAL DATA

                  LOGAN COUNTY BANCSHARES, INC. AND SUBSIDIARY

                            (In Thousands of Dollars)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31:                                  1999          1998          1997          1996          1995
-----------------------                                  ----          ----          ----          ----          ----
<S>                                                    <C>            <C>           <C>           <C>           <C>
Total Interest Revenue                                 $10,753        $9,964        $8,693        $7,359        $6,664
Total Interest Expense                                   4,378         4,260         3,605         2,988         2,687
                                                       -------       -------       -------       -------       -------

Net Interest Revenue                                     6,375         5,704         5,088         4,371         3,977
Provision for Possible
  Loan Losses                                               22            90           107            40            59
                                                       -------       -------       -------       -------       -------

Net Interest Revenue After
  Provision for Possible
  Loan Losses                                            6,353         5,614         4,981         4,331         3,918
Other Operating Revenue                                    699           989         1,264         1,000           731
Other Operating Expense                                 (3,897)       (3,629)       (3,294)       (3,026)       (2,794)
                                                       -------       -------       -------       -------       -------

Income Before Income Taxes                               3,155         2,974         2,951         2,305         1,855
Income Taxes                                             1,131         1,083         1,057           767           643
                                                       -------       -------       -------       -------       -------
Net Income                                              $2,024        $1,891        $1,894        $1,538        $1,212
                                                       =======       =======       =======       =======       =======

Per Common Share:
  Net Income                                             $2.83         $2.64         $2.65         $2.19         $1.73
                                                       =======       =======       =======       =======       =======

Cash Dividends Declared                                  $1.34         $1.18         $1.07         $0.77         $0.63
                                                       =======       =======       =======       =======       =======
At December 31:
  Total Loans                                         $109,571       $95,139       $84,898       $70,872       $63,685
  Total Assets                                         152,746       139,278       121,850       107,380        94,719
  Total Deposits                                       127,619       124,420       108,107        95,233        83,717
  Short-Term Debt                                        9,840             0             0             0             0
  Total Shareholders' Equity                            14,444        14,060        12,983        11,415        10,391
  Selected Ratios:
    Rate of Return on Average:
      Total Assets                                        1.39%         1.43%         1.62%         1.52%         1.32%
      Shareholders' Equity                               13.84%        13.99%        15.18%        14.00%        11.98%
    Tier 1 Capital to Total
     Assets at Year End                                   9.92%        10.09%        11.09%        10.89%        10.90%
    Average Total Share-
      holders' Equity to
      Average total Assets                               10.05%        10.22%        10.66%        10.88%        10.99%
    Common Dividend Payout
      Ratio                                              47.35%        44.70%        39.60%        34.95%        36.66%
    Nonaccrual and Re-
      structured Business
      Loans as a Percentage
      of Total Loans                                      0.51%         0.53%         0.64%         0.96%         2.64%
</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 1998 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 1999 to 1998, 1998 to 1997, and 1997 to
1996, 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, 1999, and 1998, the funds available within one year from
investments and loans were $31,095,000. and $27,105,000.

     Logan County BancShares, Inc.'s deposit mix has increased by $3,198,000. in
1999, $16,313,000. in 1998, and $12,874,000. in 1997. 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 $2,597,000., $8,056,000. and $10,968,000. respectively in 1999,
1998 and 1997. 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 $4,744,891
in 1998, $2,999,000. in 1997. Savings deposits showed slight increase in 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, 1999 and 1998, 30.03% and 31.29% of the total
deposits were in demand deposits, while 24.31% and 23.96% were in savings and
45.65% and 44.74% 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 1999, 1998 and 1997, 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 1.39%, 1.43%, and 1.62%, for the years ended December 31,
1999, 1998 and 1997, 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 1997, 1998 and 1999 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>

                                                    1999          1998          1997          1996          1995
                                                    ----          ----          ----          ----          ----
<S>                                              <C>           <C>           <C>           <C>            <C>
Year End Balances:
  Total Assets                                   $152,746      $139,278      $121,850      $107,380       $94,719
  Total Earning Assets                            139,600       130,454       113,088        99,542        91,968
  Total Deposits                                  127,619       124,420       108,107        95,233        83,717
  Stockholders' Equity                             14,444        14,059        12,983        11,415        10,391

Income for the Year:
  Total Interest Income                            10,753         9,964         8,693         7,359         6,664
  Total Interest Expense                            4,378         4,260         3,605         2,988         2,686
  Net Interest Income                               6,375         5,704         5,088         4,371         3,978
  Provision for Loan
    Losses                                             22            90           107            40            59
  Non-Interest Income                                 699           989         1,264         1,000           731
  Non-interest expense                              5,028         4,712         4,351         3,793         3,438
  Net Income                                        2,024         1,891         1,893         1,538         1,212

Per Share Data
  Net Income                                         2.83          2.64          2.65          2.19          1.73
  Stockholders' Equity                              20.14         19.61         18.44         16.27         14.81
  Cash Dividends                                     1.34          1.18          1.07          0.77          0.63

Key Ratios
  Net Income To:
    Average Assets                                  1.39%         1.43%         1.62%         1.52%         1.32%
    Average Stockholders'
      Equity                                       13.84%        13.99%        15.18%        14.00%        11.98%
    Average Stockholders'
      Equity to Average
      Assets                                       10.05%        10.22%        10.66%        10.88%        10.99%


                                       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)

                                                            1999                                          1998
                                            ----------------------------------------    -----------------------------------------
                                            Average          Income         Average     Average           Income         Average
                                            Balance         (Expense)        Yield      Balance          (Expense)        Yield
                                            -------         ---------        -----      -------          ---------        -----

EARNING ASSETS:
  Loans
  (Net of Reserves & Discounts)
          Commercial                      $ 40,468        $  3,476           8.59%     $ 36,041        $  3,209           8.90%
          Real Estate                       49,235           4,037           8.20%       43,454           3,704           8.52%
          Consumer                          12,212           1,100           9.01%       10,394             937           9.01%
                                         ---------       ---------        --------    ---------       ---------       --------
            Total Net Loans                101,915           8,613           8.45%       89,889           7,850           8.73%
                                         ---------       ---------        --------    ---------       ---------       --------

  Investment Securities:
          Taxable                            1,080              68           6.30%        3,245             187           5.76%
          Non-Taxable                            0               0           0.00%            0               0           0.00%
          Available for Sale                29,045            1840           6.33%       18,763            1210           6.45%
                                         ---------       ---------        --------    ---------       ---------       --------

            Total Investment
              Securities                    30,125           1,908           6.33%       22,008           1,397           6.35%
                                         ---------       ---------        --------    ---------       ---------       --------

  Federal Funds Sold and
          Securities Purchased
          Under Option to Resell             4,792             232           4.84%       13,203             717           5.43%
                                         ---------       ---------        --------    ---------       ---------       --------

            Total Earning Assets          $136,832        $ 10,753           7.86%     $125,100        $  9,964           7.96%
                                         =========       =========        ========    =========       =========       ========

  Interest Bearing Liabilities
          Savings & Interest
            Bearing Demand                $ 53,114        $  1,360           2.56%     $ 50,133        $  1,345           2.68%
          Time Deposits                     58,167           2,964           5.10%       52,055           2,915           5.61%
          Federal Funds Purchased              833              54           6.48%
                                         ---------       ---------        --------    ---------       ---------       --------

            Total Interest Bearing
              Liabilities                 $112,114        $  4,378           3.93%     $102,188        $  4,260           4.17%
                                         =========       =========        ========    =========       =========       ========

<CAPTION>

                                                                 1997
                                        ----------------------------------------
                                        Average          Income          Average
                                        Balance          (Expense)        Yield
                                        -------          ---------        -----

<S>                                   <C>             <C>                <C>
EARNING ASSETS:
  Loans
  (Net of Reserves & Discounts)
          Commercial                    $ 33,292        $  2,959           8.89%
          Real Estate                     37,305           3,153           8.45%
          Consumer                         7,225             678           9.38%
                                       ---------       ---------       ---------
            Total Net Loans               77,822           6,790           8.67%
                                       ---------       ---------       ---------

  Investment Securities:
          Taxable                          2,949             146           4.95%
          Non-Taxable                         59               4           6.78%
          Available for Sale              19,463            1245           6.39%
                                       ---------       ---------       ---------

            Total Investment
              Securities                  22,471           1,395           6.21%
                                       ---------       ---------       ---------

  Federal Funds Sold and
          Securities Purchased
          Under Option to Resell           9,290             509           5.48%
                                       ---------       ---------       ---------

            Total Earning Assets        $109,583        $  8,694           7.93%
                                       =========       =========       ==========

  Interest Bearing Liabilities
          Savings & Interest
            Bearing Demand              $ 48,523        $  1,334           2.75%
          Time Deposits                   40,815           2,271           5.56%
          Federal Funds Purchased
                                       ---------       ---------       ---------

            Total Interest Bearing
              Liabilities               $ 89,338        $  3,605           4.03%
                                       =========       =========       ==========

</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>
                                                                                                1999 Vs. 1998
                                                                                -------------------------------------------
                                           Interest Income Expense                      Increase (Decrease) Due To
                                                                                                  Change In
                                             1999         1998         1997        Volume            Rate           Total
INTEREST INCOME ON                        ----------   ----------   ----------  ------------     -----------     -----------
<S>                                       <C>          <C>          <C>          <C>             <C>             <C>
EARNING ASSETS:
  LOANS:
          Commercial                       $ 3,476      $ 3,209      $ 2,959      $   394         ($  127)        $   267
          Real Estate                        4,037        3,704        3,153          492            (159)            333
          Consumer                           1,100          937          678          163               0             163
                                          ----------   ----------   ----------  ------------     -----------     -----------

            Total Loans                      8,613        7,850        6,790        1,049            (286)            763
                                          ----------   ----------   ----------  ------------     -----------     -----------

  SECURITIES:
          Taxable                               68          187          146         (125)              6            (119)
          Tax Exempt                             0            0            4            0               0               0
          Available for Sale                 1,840        1,210        1,245          663             (33)            630
                                          ----------   ----------   ----------  ------------     -----------     -----------

            Total Securities                 1,908        1,397        1,395          538             (27)            511
                                          ----------   ----------   ----------  ------------     -----------     -----------

  FEDERAL FUNDS SOLD AND
    SECURITIES PURCHASED:
          Under Agreement to
            Resell                             232          717          509         (457)            (28)           (485)
                                          ----------   ----------   ----------  ------------     -----------     -----------

TOTAL INTEREST INCOME ON
    EARNING ASSETS                          10,753        9,964        8,694        1,130            (341)            789
                                          ----------   ----------   ----------  ------------     -----------     -----------

INTEREST EXPENSE ON
  INTEREST BEARING LIABILITIES:
          Savings and Interest Bearing
            Demand Deposits                  1,360        1,345        1,334           79             (64)             15
          Time Deposits                      2,964        2,915        2,271          343            (294)             49
          Federal Funds Purchased               54                                     54               0              54
                                          ----------   ----------   ----------  ------------     -----------     -----------

TOTAL INTEREST EXPENSE ON
          INTEREST BEARING LIABILITIES       4,378        4,260        3,605          476            (358)            118
                                          ----------   ----------   ----------  ------------     -----------     -----------

  NET INTEREST INCOME                      $ 6,375      $ 5,704      $ 5,089      $   654         $    17         $   671
                                          ==========   ==========   ==========  ============     ===========     ===========

<CAPTION>

                                                             1998 Vs. 1997
                                             -------------------------------------------
                                                     Increase (Decrease) Due To
                                                               Change In
                                               Volume            Rate           Total
INTEREST INCOME ON                           ----------      -----------     -----------
<S>                                       <C>             <C>             <C>
EARNING ASSETS:
  LOANS:
          Commercial                          $   245         $     5         $   250
          Real Estate                             520              31             551
          Consumer                                297             (38)            259
                                             ----------      -----------     -----------

            Total Loans                         1,062              (2)          1,060
                                             ----------      -----------     -----------

  SECURITIES:
          Taxable                                  15              26              41
          Tax Exempt                               (4)              0              (4)
          Available for Sale                      (45)             10             (35)
                                             ----------      -----------     -----------

            Total Securities                      (34)             36               2
                                             ----------      -----------     -----------

  FEDERAL FUNDS SOLD AND
    SECURITIES PURCHASED:
          Under Agreement to
            Resell                                214              (6)            208
                                             ----------      -----------     -----------

TOTAL INTEREST INCOME ON
    EARNING ASSETS                              1,242              28           1,270
                                             ----------      -----------     -----------

INTEREST EXPENSE ON
  INTEREST BEARING LIABILITIES:
          Savings and Interest Bearing
            Demand Deposits                        41             (30)             11
          Time Deposits                           625              19             644
          Federal Funds Purchased
                                             ----------      -----------     -----------

TOTAL INTEREST EXPENSE ON
          INTEREST BEARING LIABILITIES            666             (11)            655
                                             ----------      -----------     -----------

  NET INTEREST INCOME                         $   576         $    39         $   615
                                             ==========      ===========     ===========
</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. 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 22.21% of the total loans due within one year.
Further, the company has 10.37% of the loan portfolio in floating rates loans.

          TABLE IV - REMAINING MATURITIES OF LOANS AT DECEMBER 31, 1999
                            (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                            $9,424                 $7,833                $7,086                24,343
Due One to Five Years                          12,329                 20,559                 5,145                38,033
Due After Five Years                           23,316                 22,771                 1,108                47,195
                                         ------------           ------------          ------------           -----------
          Total Loans                         $45,069                $51,163               $13,339              $109,571
                                         ============           ============          ============           ===========

Due After One Year at Fixed Rate              $30,857                $37,698                $5,313                73,868
Due After One Year at Floating
          Rate                                  4,788                  5,632                   940                11,360
                                         ------------           ------------          ------------           -----------
          Total Loans Due After
            One Year                          $35,645                $43,330                $6,253               $85,228
                                         ============           ============          ============           ===========
</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 1999, 1998, 1997, 1996 and 1995.

                TABLE V. - ANALYSIS OF ALLOWANCE FOR LOAN LOSSES
<TABLE>
<CAPTION>
                                                                  Year Ended December 31,
                                   ---------------------------------------------------------------------------------
                                         1999             1998            1997             1996            1995
Amount of Loans Outstanding              ----             ----            ----             ----            ----
<S>                                   <C>              <C>              <C>              <C>              <C>
  at End of Period                    $108,871         $ 94,402         $ 84,225         $ 70,872         $ 63,685
                                   =============== ================ ================ ================ ==============
Monthly Average
  Amount of Loans                     $101,197         $ 89,182         $ 78,430         $ 65,894         $ 61,147
                                   =============== ================ ================ ================ ==============
Balance of Allowance for
  Possible Loan Losses at
  Beginning of Period                 $    701         $    673         $    681         $    662         $    606
                                   =============== ================ ================ ================ ==============
Loans Charged Off:
  Commercial                          $      0         $     14         $    103         $      3         $      0
  Real Estate                                0                0                0               17                0
  Consumer                                  29               51               13                5                8
                                   --------------- ---------------- ---------------- ---------------- --------------
Total Loans Charged Off                     29               65              116               25                8
                                   --------------- ---------------- ---------------- ---------------- --------------
Recoveries of Loans Previously
  Charged Off:
  Commercial                                 1                1                0                0                0
  Real Estate                                0                0                0                1                0
  Consumer                                   4                2                1                3                5
                                   --------------- ---------------- ---------------- ---------------- --------------
Total Recoveries                             5                3                1                4                5
                                   --------------- ---------------- ---------------- ---------------- --------------
Net Loans Charged Off:                      24               62              116               21                3
                                   --------------- ---------------- ---------------- ---------------- --------------
Additions ions to Allowance:
  Charged to Expense                        23               90              107               40               59
                                   --------------- ---------------- ---------------- ---------------- --------------
Balance at End of Period              $    700         $    701         $    673         $    681         $    662
                                   =============== ================ ================ ================ ==============
Ratio of Net Charge-Offs
  During Period to
  Average Loans                          0.024%           0.069%           0.148%           0.003%           0.005%
                                   =============== ================ ================ ================ ==============
</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, 1999       December 31, 1998       December 31, 1997       December 31, 1996       December 31, 1995
           ---------------------  ----------------------  ---------------------    --------------------    ---------------------
                       % 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     1.03%        $463      1.22%         $422     1.03%         $435     1.41%           $423      1.51%

Real Estate     163     0.32%         163      0.35%          144     0.40%          141     0.41%            137      0.44%

Consumer         73     0.55%          75      0.67%          107     1.27%          105     1.58%            102      1.85%
            --------- ---------   ---------- ---------   ---------- ----------    --------- ---------     ---------- -----------
Total          $700     0.64%        $701      0.74%         $673     0.79%         $681     0.95%           $662      1.03%
            ========= =========   ========== =========   ========== ==========    ========= =========     ========== ===========
</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 uncollectible
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,
                                         -------------------------------------------------------------------------------
                                           1999              1998              1997              1996             1995
                                         ---------          --------         --------          --------         --------
<S>                                       <C>               <C>              <C>               <C>              <C>
Commercial Loans                          $45,069           $37,938          $85,643           $30,974          $27,977
Real Estate Loans                          51,163            46,088           40,858            34,100           30,848
Consumer Loans                             13,339            11,114            8,493             6,649            5,522
                                         ---------          --------         --------          --------         --------
Subtotal                                  109,571            95,140           84,994            71,723           64,347
Less: Unearned Income                           0                36               96               170                0
                                         ---------          --------         --------          --------         --------
Subtotal                                  109,571            95,104           84,898            71,553           64,347
Less: Reserve for Loan
      Losses                                  700               701              673               681              662
                                         ---------          --------         --------          --------         --------
Net Loans                                $108,871           $94,403          $84,225           $70,872          $63,685
                                         =========          ========         ========          ========         ========
Non-Performing Assets
      Non-Accruing Loans                     $555              $509             $546              $687           $1,700
      Loans Past Due 90 Days                3,272             3,310            1,031               739            1,614
      Other Real Estate Owned                 358                94              172               260              181
                                         ---------          --------         --------          --------         --------
Total Non-Performing Assets                $4,185            $3,913           $1,749            $1,686           $3,495
                                         =========          ========         ========          ========         ========
</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 1997 was under 10% of the portfolio and
represented minor shifting between categories. In 1998, all categories of
investment securities increased by $7,841,000. representing a 39.30% increase
from 1997. The components of this increase were U.S. agencies increasing by
$7,359,000. and U.S. governments increasing by $482,000. During 1999, the
investment securities increased $2,235,000. in U.S. agencies that were
classified as available for sale.

     All debt securities, that Logan County BancShares 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, 1999
                            (In Thousands of Dollars)
<TABLE>
<CAPTION>
                                                                   Over
                                                     Over          Five
                                      One        One Year         Years
                                     Year         Through       Through           Over
December 31, 1999                      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                 3,403              0              0              0          3,403          3,399
  Held to maturity                       0              0              0              0              0              0

U.S. Federal Agency Security
  Available for sale                     0          2,000         25,750              0         27,750         26,630
  Held to maturity                       0              0              0              0              0              0

Total securities:
  Available for sale                 3,403          2,000         25,750              0         31,153         30,029
  Held to maturity                       0              0              0              0              0              0
                                    ------         ------         ------         ------         ------         ------
Total                                3,403          2,000         25,750              0         31,153         30,029

Percent of total                     10.92%          6.42%          2.66%          0.00%        100.00%        100.00%

Weighted average yield**              5.22%          6.10%          6.38%          0.00%          6.24%          6.24%
</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  1999 and  1998, 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 $298,000 in 1998.  Other income
decreased by  $290,000. in 1999 and  $274,000. in 1998 or  29.32% and 21.69%
respectively as a result of these changes.

                             TABLE IX - OTHER INCOME
                            (In Thousands of Dollars)
<TABLE>
<CAPTION>
                                                                                    Increase (Decrease)
                                                                       ------------------------------------------------
                                                                         1999 Over 1998               1998 Over 1997
                                                                       --------------------         -------------------
                            1999          1998          1997           Amount       Percent         Amount      Percent
                            ----          ----          ----           ------       -------         ------      -------
<S>                         <C>           <C>          <C>             <C>          <C>             <C>         <C>
Service Fee                 $637          $926         $1,224           ($289)        -31.21%       ($298)        31.14%

Other Fees                    56            63             34              (7)        -11.11%          29         85.29%

Securities:
  Gain (Loss)                  6             0              5               6         100.00%          (5)      -100.00%
                           -------       -------       -------         -------      ---------       -------     ---------

Total Other
  Income                     $699          $989        $1,263           ($290)         29.32%        ($274)      -21.69%
                           =======       =======       =======         =======      =========       =======     =========
</TABLE>


                                       20
<PAGE>

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

                                 OTHER EXPENSES

     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.

     Other expenses increased by $328,000. to $3,965,000. in 1997.  This
increase was  generally due to activity  in all areas of  the subsidiary
bank.  Salaries and benefits increased $168,000. or 12.17% due to normal
salary adjustments while other  operating expenses increased slightly by
$19,386. or 4.29% due to overall efforts to control operating costs.

     In 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 updating bank equipment.

     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>
                                                                             ------------------------------------------------
                                                                                1999 Over 1998               1998 Over 1997
                                                                             --------------------         -------------------
                                   1999          1998          1997          AMOUNT       PERCENT         AMOUNT      PERCENT
                                   ----          ----          ----          ------       -------         ------      -------
<S>                              <C>           <C>           <C>             <C>          <C>             <C>         <C>
Salaries and
 Benefits                        $2,019        $1,858        $1,701           $161           8.67%        $157        10.14%
Taxes                                61            78            70            (17)        -21.79%           8        11.43%
Depreciation                        179           165           153             14           8.48%          11         7.19%
Repairs and
 Maintenance                        181           181           176              0           0.00%           5         2.84%
Fees Paid to
 Directors                           74            69            66              5           7.25%           3         4.54%
Equipment Rental                     42            24            25             18          75.00%          (1)       -4.00%
FDIC & Fidelity
 Insurance                           78            78            74              0           0.00%           3         4.05%
Data Processing                     483           421           287             62          14.73%         133        46.34%
Bank Stationery                     133           121           103             12           9.92%          18        17.47%
Bank Operating
 Expenses                           647           634           638             13           2.05%          (4)        0.63%
                                -------       -------       -------         -------      --------        -------     --------
Total                            $3,897        $3,629        $3,293           $268           7.38%        $333        10.11%
                                =======       =======       =======         =======      ========        =======     ========
</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 1999 the
company grew 9.67% in terms of asset and stockholder's equity and increased by
2.74%, along with increases of 7.17% in net income and 2.65% increase in the
dividend payout ratio. These positive indicators reflect the overall growth in
size, service area and customer base. 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 companies desire to reward the shareholder while maintaining an
excellent capital base. In 1997, records were set in terms of net income, total
assets and dividends. The growth in assets and utilization of them have produced
a 22.80% increase in net income and a 13.74% increase in equity for the year.

            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>
 1997                  39.60%         $2.65         $1.07        22.80%        39.13%        13.47%        13.74%

 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%
</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, 1999, 1998 and 1997.

     In the period presented average earning assets grew by $13,192,000.
in 1999,  $15,517,000. in  1998 and $15,224,000.  in 1997.   This growth
represented increases  of 9.93% in  1999, 14.16%  in 1998 and  16.13% in
1997.  The loan portfolio is the major component of earning assets which
grew by $12,026,000. or 13.38% in  1999, $12,067,000. or 15.51% in 1998,
and $11,928,000. or  18.10% in 1997.  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. to support earning assets. Total
average interest bearing liabilities increased $9,926,000. or 9.71% in 1999,
$12,850,000. or 14.38% in 1998, and $11,380,000. or 14.59% in 1997. 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 AND INTEREST BEARING LIABILITIES

                            (In Thousands of Dollars)
<TABLE>
<CAPTION>
                                     Year Ended December 31, 1999   Year Ended December 31, 1998   Year Ended December 31, 1997
                                     ----------------------------    ----------------------------  ----------------------------
                                     Average              Yield/     Average             Yield/    Average               Yield/
ASSETS:                              Balance    Interest  Rate       Balance   Interest  Rate      Balance    Interest   Rate
  EARNING ASSETS:                    -------    --------  ------     -------   --------  ------    -------    --------   ------
<S>                                 <C>        <C>        <C>       <C>       <C>       <C>       <C>        <C>        <C>
          LOANS:
            Commercial                $40,468   $3,476     8.59%      $36,041  $3,209    8.90%       $33,292  $2,959     8.89%
            Real Estate                49,235    4,037     8.20%       43,453   3,704    8.52%        37,305   3,153     8.45%
            Consumer                   12,212    1,100     9.01%       10,395     937    9.01%         7,225     678     9.38%
                                    ---------   -------   -------   ---------  -------  -------    ---------  -------   -------
              Total Loans             101,915    8,613     8.45%       89,889   7,850    8.73%        77,822   6,790     8.67%
                                    ---------   -------   -------   ---------  -------  -------    ---------  -------   -------

          INVESTMENT SECURITIES:
            Taxable                     1,080       68     6.30%        3,245     187    5.76%         2,949     146     4.95%
            Tax Exempt *                    0        0     0.00%            0       0    0.00%            59       4     6.78%
            Available for Sale         29,045     1840     6.45%       18,763    1210    6.45%        19,463    1245     6.39%
                                    ---------   -------   -------   ---------  -------  -------    ---------  -------   -------
               Total Securities        30,125    1,908     6.33%       22,008   1,397    6.35%        22,471   1,395     6.21%
                                    ---------   -------   -------   ---------  -------  -------    ---------  -------   -------
          FEDERAL FUNDS SOLD            4,792      232     4.84%       13,203     717    5.43%         9,290     509     5.48%
                                    ---------   -------   -------   ---------  -------  -------    ---------  -------   -------
          TOTAL EARNING ASSETS       $136,832  $10,753     7.86%     $125,100  $9,964    7.96%      $109,583  $8,694     7.89%
                                                =======   =======              =======  =======               =======   =======

  NON-EARNING ASSETS:
          Cash and Due from Banks       4,400                           4,168                          3,677
          Bank Premises                 2,824                           2,113                          2,133
          Other Assets                  1,418                             901                          1,565
                                    ---------                       ---------                      ---------
          TOTAL NON-EARNING ASSETS     $8,642                          $7,182                         $7,375
                                    ---------                       ---------                      ---------
TOTAL ASSETS                         $145,474                        $132,282                       $116,958
                                    =========                       =========                      =========
</TABLE>


*  Shown at tax equivalent amount given statutory tax rate @ 34%


                                       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, 1999  Year Ended December 31, 1998  Year Ended December 31, 1997
                                          ----------------------------  ---------------------------   ----------------------------
                                          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                            $53,114   $1,360    2.56%    $50,133    $1,345    2.68%     $48,523   $1,334    2.75%
            Time Deposits                   58,167    2,964    5.10%     52,055     2,915    5.61%      40,815    2,271    5.56%
            Federal Funds Purchased            833       54    6.48%
                                          --------   ------   ------    -------    ------   -----       ------   ------   ------
            Total Interest Bearing
              Liabilities                  112,114    4,378    3.90%    102,188    $4,260    4.17%      89,338   $3,605    4.03%
                                                     ======  =======              =======  =======               =======  ======
 NON-INTEREST BEARING LIABILITIES
    AND CAPITAL:
          Demand Deposits                   17,885                       15,253                         14,067
          Accrued Expenses                     851                        1,014                          1,074
          Capital                           14,624                       13,827                         12,479
                                           -------                      --------                       --------
            Total Non-Interest Bearing
              Liabilities and Capital       33,360                       30,094                         27,620
                                           -------                      --------                       --------

            Total Liabilities and
              Stockholders' Equity        $145,474                     $132,282                       $116,958
                                          ========                     ========                       =========

NET INTEREST MARGIN                       $136,832   $6,375    4.66%   $125,100    $5,704    4.70%    $109,583   $5,089    4.60%
                                          ========   ======  =======    =======   =======  =======     ========  =======  ======
</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 recognized 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                             $17,162        $2,171        $5,010       $24,343       $85,228      $109,571
  Investments                           901         2,502             0         3,403        27,500        30,903
  Fed. Funds Sold                         0             0             0             0             0             0
                                  ---------     ---------     ---------     ---------     ---------       -------
Total Earning
  Assets                             18,063         4,673         5,010        27,746       112,728       140,474
                                  ---------     ---------     ---------     ---------     ---------       -------
Interest Bearing
  Liabilities:
  Demand Deposits                    18,998             0             0        18,998             0        18,998
  Savings                            10,763         4,186        16,075        31,024             0        31,024
  CD's-$100,000                       4,347         1,372         2,467         8,186        13,116        21,302
    and Over                          8,453         3,436         5,114        17,003        19,960        36,963
  Other Time                          9,840             0             0         9,840             0         9,840
                                   -------       -------       -------       -------       -------        -------
Total Interest
 Bearing Liability                   52,401         8,994        23,656        85,051        33,076       118,127
                                   -------       -------       -------       -------       -------        -------

Interest
  Sensitivity Gap                 ($34,338)      ($4,321)     ($18,646)     ($57,305)       $79,652       $22,347
                                   =======       =======       =======       =======       =======        =======
Cumulative Gap                      $34,338     ($38,659)     ($57,305)     ($57,305)       $22,347       $22,347
                                   =======       =======       =======       =======       =======        =======
Rate Sensitive
Assets/Rate
Sensitive
Liabilities
(Cumulative
Percentage)                          34.47%        37.03%        32.62%        32.62%       118.92%       118.92%
                                   =======       =======       =======       =======       =======       =======
</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>
                                                       1999            1998            1997             1996            1995
ASSETS:                                                ----            ----            ----             ----            ----
<S>                                                 <C>             <C>             <C>              <C>              <C>
          Cash and Due from Banks                     $4,400          $4,168          $3,677           $3,546          $2,989

          Investment Securities:
            Available for Sale                        29,045          18,763          16,689           10,206           6,360
            Held to Maturity                           1,080           3,245           5,782            8,432          12,419
                                                     -------          ------          ------           ------          ------
               Total Investments                      30,125          22,008          22,471           18,638          18,779
                                                     -------          ------          ------           ------          ------
          Federal Funds Sold                           4,792          13,203           9,290            9,827           6,693
          Loans
            Real Estates                              49,235          43,454          37,449           31,897          30,108
            Installment                               12,212          10,459           7,402            5,606           5,650
            Commercial & Other                        40,468          36,041          33,714           29,144          26,020
                                                     -------          ------          ------           ------          ------
                                                     101,915          89,954          78,565           66,647          61,778
            Less:  Unearned Discount                       0              65             129               85               0
                                                     -------          ------          ------           ------          ------
                                                     101,915          89,889          78,436           66,562          61,778
            Allowance For Loan Losses                   (718)           (707)           (614)            (668)           (631)
                                                     -------          ------          ------           ------          ------
            Net Loans                                101,197          89,182          77,822           65,894          61,147
                                                     -------          ------          ------           ------          ------
          Banking Premises                             2,824           2,113           2,133            1,942           1,364
          Accrued Interest and
            Other Assets                               2,136           1,608           1,565            1,128           1,108
                                                     -------          ------          ------           ------          ------
TOTAL ASSETS                                        $145,474        $132,282        $116,958         $100,975         $92,080
                                                     =======          ======          ======           ======          ======

LIABILITIES AND STOCKHOLDERS' EQUITY
          Deposits:
            Demand Deposits                          $39,585         $35,332         $31,007          $27,940         $26,287
            Savings Deposits                          31,413          30,054          31,582           30,049          29,685
            Time Deposits                             58,167          52,055          40,816           31,006          25,352
                                                     -------          ------          ------           ------          ------
              Total Deposits                         129,165         117,441         103,405           88,995          81,324

          Federal Funds Purchased                        834               0               0                0               0
          Other Liabilities                              851           1,014           1,074              995             636
                                                     -------          ------          ------           ------          ------
TOTAL LIABILITIES                                    130,850         118,455         104,479           89,990          81,960

STOCKHOLDERS' EQUITY                                  14,624          13,827          12,479           10,985          10,120
                                                     -------          ------          ------           ------          ------
TOTAL LIABILITIES AND
          STOCKHOLDERS' EQUITY                      $145,474        $132,282        $116,958         $100,975         $92,080
                                                     =======          ======          ======           ======          ======
</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 contracted to have their computer hardware evaluated
      for Year 2000 compliance and estimates additional computer hardware and
      software costs to be approximately $455,000. 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 Subsidiaries:

                  Consolidated Statement of Condition as of
                       December 31, 1999 and 1998 ..............................        34-35

                  Consolidated Statement of Income as of December
                       31, 1999, 1998 and 1997 .................................        36-37

                  Consolidated Statement of Changes in Stock-
                          holders' Equity for the Years Ended
                          December 31, 1999, 1998 and 1997 .....................           38

                  Consolidated Statement of Cash Flows for the
                          Years Ended December 31, 1999, 1998,
                          and 1997 .............................................        39-40

                  Notes to Consolidated Financial Statements ...................        41-53
</TABLE>


                                       31
<PAGE>

To Our Stockholders, Customers and Friends:

We are proud to present the 1999 annual report of Logan County BancShares,
Inc. and its subsidiary, Logan Bank and Trust Company. In 1999, we were able
to build on the strong foundation of growth that has been our trademark
throughout the 90's. Total assets grew by $13,467,363, or 9.67%, to a new
record of $152,745,728. This growth was largely invested in the region by
increasing loans by $14,431,577, showing a continued commitment to our
service area. Earnings of $2,024,357, or $2.82 per share, in 1999 not only
strengthens our capital position but also provides our shareholders a return
of dividends of $958,381. The return of average assets of 1.39% and return on
equity of 13.84% are high performance goals for any organization.

We are ending the decade of the 90's the same way we began it: by being a
concerned, caring, innovative force in meeting the financial needs of our
customers. The only difference is we are stronger than before and more able
to fully meet those needs. In response to this, we have added four more
facilities to our cornerstone bank in downtown Logan: in Chapmanville, Harts,
Man and, as of November 1999, our newest facility is located at Fountain
Place off Corridor G. We have expanded into various communities in an effort
to address the growing need of our customers to have ready-access to our vast
array of products. Today, our customers have come to expect not only our
excellent service, varied financial products, but to expect it in a place
that is both convenient and full-service. For our customers who are even too
busy to come in, or work hours incompatible with our expanded banking hours,
we have not only the ATM's but an automated bank-by-phone system, as well as,
a large investment in new technologies to insure even better customer
support. The 90's have seen us not only face the challenge of supplying the
communities ever-changing needs, but excel by being innovative, dedicated and
committed. This is done at every level in our bank; our directors, management
team, and entire staff continue to stay focused on our number one priority:
customer satisfaction. We understand that along with customer satisfaction
comes the financial rewards of a solid institution for our stockholders as
well as the communities at-large.

Our commitment to the local region and communities does not come about only
because of our directors and management policies, rather it stems from the
sincere care of our employees who work just as hard for the quality of life in
their communities as they do for themselves. To see this in action, one only
needs to look around; our employees are 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.

We would like to express my heartfelt appreciation to our employees for their
commitment, to our shareholders for their support, to our directors for their
guidance and to 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 poised to face the new
millennium as the premium locally-owned, community-based 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>

                                  [LETTERHEAD]

                          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, 1999, and 1998, 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,
1999. 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, 1999, and 1998, and the
consolidated results of its operations and their cash flows for each of the
three years in the period ended December 31, 1999, in conformity with generally
accepted accounting principles.


/s/ McNeal, Williamson & Co

Logan, West Virginia
February 28, 2000

Members of American Institute of Certified Public Accountants and West Virginia
Society of Certified Public Accountants


                                       33
<PAGE>

                  Logan County BancShares, Inc. and Subsidiary
                       Consolidated Statement of Condition
                           December 31, 1999 and 1998
<TABLE>
<CAPTION>
                                     ASSETS
                                     ------

                                                                                  1999                        1998
                                                                                  ----                        ----
<S>                                                                            <C>                         <C>
CASH AND DUE FROM BANKS                                                        $7,183,524                  $5,727,104
                                                                               ----------                  ----------

INVESTMENT SECURITIES:
          Available for sale                                                   30,028,536                  25,298,347
          Held to maturity                                                              0                   2,496,108
                                                                               ----------                  ----------
          Total Investment Securities                                          30,028,536                  27,794,455
                                                                               ----------                  ----------
FEDERAL FUNDS SOLD                                                                      0                   7,520,000

LOANS:
          Mortgage Loans                                                       51,162,583                  46,087,863
          Installment Loans                                                    13,339,520                  11,113,712
          Commercial and Other Loans                                           45,069,195                  37,938,146
                                                                               ----------                  ----------
                  Total Loans                                                 109,571,298                  95,139,721

          Less: Unearned Interest                                                       0                      36,190
                Reserve-Loan Losses                                               700,554                     701,275
                                                                               ----------                  ----------
                  Net Loans                                                   108,870,744                  94,402,256
                                                                               ----------                  ----------
BANK PREMISES AND EQUIPMENT                                                     3,774,001                   2,085,318

INTEREST RECEIVABLE                                                             1,635,877                   1,103,008

OTHER ASSETS                                                                    1,253,046                     646,224
                                                                               ----------                  ----------
                                                                             $152,745,728                $139,278,365
                                                                              ===========                 ===========
</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, 1999 and 1998
<TABLE>
<CAPTION>
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

                                                                         1999                       1998
                                                                         ----                       ----
<S>                                                                  <C>                        <C>
DEPOSITS:
          Non-Interest Bearing                                       $19,331,859                $18,291,587
          Interest Bearing                                            18,998,623                 20,644,421
          Savings Deposits                                            31,023,961                 29,816,897
          Time Certificates                                           58,264,563                 55,667,264
                                                                      ----------                 ----------
          Total Deposits                                             127,619,006                124,420,169

FEDERAL FUNDS PURCHASED                                                9,840,000                          0

ACCRUED AND OTHER LIABILITIES                                            788,688                    680,209

FEDERAL INCOME TAXES PAYABLE:
          Current                                                        (17,577)                    28,514
          Deferred                                                        71,918                     90,523
                                                                      ----------                 ----------
TOTAL LIABILITIES                                                    138,302,035                125,219,415
                                                                      ----------                 ----------

STOCKHOLDERS' EQUITY:
          Common Stock - $1.67 par value;
            Authorized - 780,000 shares,
            Outstanding-716,991 shares
              in 1999 and 1998                                         1,300,000                  1,300,000
          Surplus                                                      2,408,426                  2,408,426
          Retained Earnings                                           12,236,479                 11,170,503
          Net unrealized amortization
            on securities available for
            sale                                                        (641,014)                    40,219
          Treasury Stock                                                (860,198)                  (860,198)
                                                                      ----------                 ----------
TOTAL STOCKHOLDERS' EQUITY                                            14,443,693                 14,058,950
                                                                      ----------                 ----------
TOTAL LIABILITIES AND
     STOCKHOLDER'S EQUITY                                           $152,745,728               $139,278,365
                                                                    ============               ============
</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, 1999, 1998, and 1997
<TABLE>
<CAPTION>
                                                                  1999                1998                1997
                                                                  ----                ----                ----
<S>                                                            <C>                 <C>                 <C>
INTEREST INCOME:

          Loans, Including Fees                                $8,613,254          $7,850,317          $6,789,421

          Investment Securities:
              Available for Sale                                1,840,356           1,210,113           1,047,951
              Held to Maturity                                     67,844             187,046             347,762

          Federal Funds Sold                                      231,723             716,608             508,539
                                                              -----------         -----------         -----------
             Total Interest Income                             10,753,177           9,964,084           8,693,673
                                                              -----------         -----------         -----------

INTEREST EXPENSE:
          Deposits                                              4,323,357           4,259,739           3,605,404
          Other Borrowings                                         54,416                   0                   0
                                                              -----------         -----------         -----------
             Total Interest Expense                             4,377,773           4,259,739           3,605,404
                                                              -----------         -----------         -----------
NET INTEREST INCOME                                             6,375,404           5,704,345           5,088,269

PROVISION FOR LOAN LOSSES                                          22,500              90,000             107,000
                                                              -----------         -----------         -----------
NET INTEREST INCOME AFTER
  PROVISION FOR LOAN LOSSES                                     6,352,904           5,614,345           4,981,269
                                                              -----------         -----------         -----------
OTHER INCOME:
          Service Fees                                            637,221             925,644           1,224,231
          Other                                                    56,072              63,206              33,697
          Securities Gains (Losses)                                 6,054                   0               5,457
                                                              -----------         -----------         -----------
                                                                  699,347             988,850           1,263,385
                                                              -----------         -----------         -----------
</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, 1999, 1998, and 1997
<TABLE>
<CAPTION>
                                                                          1999                  1998              1997
                                                                          ----               ----              ----
<S>                                                                    <C>                <C>               <C>
OTHER EXPENSES:
          Salaries and Benefits                                        $2,018,797         $1,857,732        $1,701,231
          Taxes Other Than Payroll & Income                                61,432             78,289            70,208
          Depreciation                                                    179,323            164,474           152,804
          Repairs and Maintenance                                         181,477            181,403           176,049
          Fees Paid to Directors                                           73,650             69,275            66,275
          Equipment Rental                                                 41,735             24,377            25,217
          FDIC & Fidelity Insurance                                        77,783             77,540            74,187
          Data Processing                                                 482,814            420,897           286,349
          Bank Stationery and Printing                                    132,754            121,268           102,914
          Professional Fees                                                61,395             81,145            76,059
          Other Operating Expenses                                        586,131            553,053           562,027
                                                                      -----------        -----------        -----------
                                                                        3,897,291          3,629,453         3,293,320
                                                                      -----------        -----------        -----------

INCOME BEFORE INCOME TAXES                                              3,154,960          2,973,742         2,951,334

INCOME TAXES:
          Current                                                       1,118,623          1,079,990         1,030,248
          Deferred                                                         11,980              2,639            26,963
                                                                      -----------        -----------        -----------
NET INCOME                                                             $2,024,357         $1,891,113        $1,894,123
                                                                      ===========        ===========        ===========

PER SHARE OF COMMON STOCK:
          NET INCOME                                                        $2.83              $2.64             $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, 1999, 1998 and 1997
<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, 1996           $1,274,030     $2,070,816      $8,986,050    ($860,198)       ($55,762)    $11,414,936

Comprehensive Income
  Net Income - 1997                                                 1,894,123                                    1,894,123
  Net unrealized gain on
   securities available
    for sale                                                                                        65,073          65,073
                                    ----------     ----------     -----------    ----------     ----------     -----------
      Total Comprehensive
        income                                                     $1,894,123                      $65,073      $1,959,196

Issuance of 15,582 Shares
 of Common Stock                        25,970        337,610                                                      363,580

Dividends on 701,418 shares
  Common Stock @ $1.08                                               (754,724)                                    (754,724)
                                    ----------     ----------     -----------    ----------     ----------     -----------
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 716,991 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 loss 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
                                    ----------     ----------     -----------    ----------     ----------     -----------
                                    ----------     ----------     -----------    ----------     ----------     -----------
</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, 1999, 1998 and 1997

               INCREASES (DECREASES) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>

                                                                               1999                   1998                  1997
CASH FLOWS FROM OPERATING ACTIVITIES:                                          ----                   ----                  ----
<S>                                                                       <C>                    <C>                   <C>
   Net Income                                                               $2,024,357             $1,891,113            $1,894,123
   Adjustments to reconcile net income
    to net cash provided by operating
    activities:
      Depreciation and Amortization                                            179,323                164,474               157,804
      Provision For Loan Losses                                                 22,500                 90,000               107,000
      Provision For Deferred Taxes                                              11,980                  2,639                26,963
      (Gain) Loss on Sale of Securities                                         (6,054)                     0                (5,457)
      Premium Amortization and
            Accretion on Investment
            Securities                                                           4,207                 (8,666)               (2,529)
      Increases (Decreases) in
            Income Taxes Payable                                               (46,091)                46,077               (56,772)
      (Increases) Decreases in
            Interest Receivable and
            Other Assets                                                      (686,703)              (388,951)             (107,229)
      Increases (Decreases) in
            Interest Payable & Other Liab.                                     108,479                (33,071)               34,288
      Market Value Adjustment
            Amortization                                                         4,028                  4,028                 4,028
                                                                          ------------            -----------            -----------
    Net Cash Provided by
            Operating Activities                                             1,616,026              1,767,643             2,052,219
                                                                          ------------            -----------            -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from Sale of Investment Sec:
    Available for Sale                                                       8,418,000             15,750,000             5,494,543
    Held to Maturity                                                         1,000,000                      0               500,000
   Proceeds from Maturities of Inv. Sec:
    Available for Sale                                                       4,000,000              2,750,000               500,000
    Held to Maturity                                                         1,500,000              1,500,000             2,565,000
   Purchase of Investment Securities:
    Available for Sale                                                     (18,365,433)           (27,779,025)           (7,500,000)
    Held to Maturity                                                                 0                      0                     0
   Net (Increases) Decreases
    Federal Funds Sold                                                       7,520,000              1,390,000            (1,635,000)
   Net (Increases) Decreases
    Commercial Loans                                                        (7,131,049)            (2,309,156)           (4,785,088)
   Net (Increases) Decreases
    Real Estate Loans                                                       (5,074,720)            (5,230,511)           (6,757,195)
   Net (Increases) Decreases
    Installment Loans                                                       (2,238,777)            (2,727,440)           (1,918,130)
   Purchase of Bank Premises
    and Equipment                                                           (1,868,083)              (119,083)             (166,758)
                                                                          ------------            -----------            -----------

Net Cash Used by
    Investing Activities                                                   (12,240,062)           (16,775,215)          (13,702,628)
                                                                          ============           ============          ============
</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, 1999, 1998 and 1997

               INCREASES (DECREASES) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>

                                                                         1999              1998                1997
                                                                         ----              ----                ----
CASH FLOWS FROM FINANCING ACTIVITIES:
<S>                                                                   <C>               <C>                 <C>
   Net Increases (Decreases) in
     Demand Deposits                                                    ($605,526)       $7,727,593          $3,178,825
   Net Increases (Decreases) in
    Savings Deposits                                                    1,207,064           529,420          (1,272,829)
   Net Increases (Decreases) in
    Time Deposits                                                       2,597,299         8,056,389          10,968,193
   Net Increases (Decreases) in
    Federal Funds Purchased                                             9,840,000                 0
   Proceeds from Issuance of Common
    Stock                                                                       0                 0             363,580
   Dividends Paid                                                        (958,381)         (846,059)           (754,724)
                                                                      -----------       -----------         ------------
Net Cash Provided by Financing
    Activities                                                        $12,080,456       $15,467,343         $12,483,045
                                                                      -----------       -----------         ------------


Net Increase (Decrease) in Cash
    and Cash Equivalents                                                1,456,420           459,771             832,636

Cash and Cash Equivalents at
    Beginning of Year                                                   5,727,104         5,267,333           4,434,697
                                                                      -----------       -----------         -----------

Cash and Cash Equivalents at
    End of Year                                                        $7,183,524        $5,727,104          $5,267,333
                                                                      ===========       ===========         ===========

Supplemental Disclosures of Cash
    Flow Information Cash Paid for:

           Interest                                                    $4,325,850        $4,230,266          $2,951,541
           Income Taxes                                                $1,164,714        $1,033,913            $817,985
</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, 1999, 1998 and 1997

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, including trust services. As a state bank, the Bank
          is subject to regulation by the West Virginia State Banking Commission
          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 is 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, 1999, 1998 and 1997

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, 1998:

Securities Available for Sale

        U.S. Treasury Securities                           $1,982,056           $0            $718       $1,981,338

        Federal Agency Securities                          22,995,731       82,084          10,806       23,067,009

        Equity Securities                                     250,000            0               0          250,000
                                                          ------------  -----------       ---------     ------------
                                                          $25,227,787      $82,084         $11,524      $25,298,347
                                                          ============  ===========       =========     ============

Securities to be Held to Maturity

        Federal Agency Securities                           2,496,108       28,581               0        2,524,689
                                                          ------------  -----------       ---------     ------------
                                                           $2,496,108      $28,581              $0       $2,524,689
                                                          ============  ===========       =========     ============

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
                                                          ============  ===========       =========     ============
</TABLE>


                                       44
<PAGE>

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

2.  Investment Securities: (continued)

          The par value of securities pledged to secure public deposits and for
     other purposes amounted to $21,822,123 in 1999 and $9,991,838 in 1998.

          The amortized cost and estimated market value of investment in debt
     securities at December 31, 1999, 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                $3,403,123       $3,399,000

     Due from one year to five years                      0              0                 2,000,000        1,931,250

     Due from five years to ten years                     0              0                25,750,000       24,698,286

     Due after ten years                                  0              0                         0                0
                                                  ----------      ----------             -----------      ------------
                                                         $0             $0               $31,153,123      $30,028,536
                                                  ==========      ==========             ===========      ============
</TABLE>

3.   Restriction on Cash and 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 $854,000. and
     887,000. for 1999 and 1998 respectively. The Bank has various claims and
     suits pending at December 31, 1999 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, 1999, 1998 and 1997

4.   Loans:

          Major classifications of loans at December 31, 1999 and 1998 are as
     follows:
<TABLE>
<CAPTION>
                                                                                  1999                  1998
                                                                                  ----                  ----
<S>                                                                           <C>                   <C>
          Mortgage Loans                                                          $51,162,583           $46,087,863
          Installment Loans                                                        13,339,520            11,113,712
          Commercial and Other Loans                                               45,069,195            37,938,146
                                                                              ---------------        --------------
                                                                                  109,571,298            95,139,721
          Less:  Unearned Interest                                                          0                36,190
                 Reserve for Loan Loss                                                700,554               701,275
                                                                              ---------------        --------------
                                                                                 $108,870,744           $94,402,256
                                                                              ---------------        --------------
                                                                              ---------------        --------------
</TABLE>

          Loans on which accrual of interest has been discontinued or reduced
     amounted to $555,454. and $508,222. at December 31, 1999 and 1998
     respectively. Had the above loans not been placed on a non-accrual status,
     income for the Company would have increased approximately $45,998., and
     $34,798. for the two years.

          The Company's recorded investment in impaired loans was approximately
     $936,615. at December 31, 1999 and $913,620. at December 31, 1998. Of that
     amount in 1999, $709,801. represents loans for which an allowance for loan
     losses, amounting to $381,412., has been established under SFAS 114. The
     average recorded investment in impaired loans was approximately $925,175.
     for 1999 and $878,545. for the year ended, December 31, 1998. Interest
     income recognized on impaired loans was approximately $38,849. for the year
     ended December 31, 1999.

     Reserve for Loan Losses:

          Transactions in the  reserve for loan losses for  the years were
     as follows:
<TABLE>
<CAPTION>
                                                                1999                  1998                  1997
                                                                ----                  ----                  ----
<S>                                                            <C>                   <C>                   <C>
          Balance at Beginning of Year                         $701,275              $672,563              $681,375
          Provision Charged to
            Operating Expenses                                   22,500                90,000               107,000
          Recoveries credited to
            Reserve                                               5,494                 3,806                 1,138
          Losses Charged to Reserve                             (28,716)              (65,094)             (116,950)
                                                         --------------          ------------         -------------
          Balance at End of Year                               $700,553              $701,275              $672,563
                                                         ==============          ============         =============
</TABLE>

          The balance of the reserve for loan losses for income tax purposes was
     $281,723. at December 31, 1999 and 1998.

          Certain directors and executive officers of the Bank and companies in
     which they have beneficial ownership, were loan customers of the Bank
     during 1999 and 1998. Such loans were made in the ordinary course of
     business at the Banks' normal credit terms and interest rates. An analysis
     of the 1999 activity with respect to all director and executive officer
     loans is as follows:

<TABLE>
<CAPTION>
                  Balance                            New Loans            Loan Payments            Balance
                    1998                               1999                   1999                  1999
<S>             <C>                                  <C>                     <C>                 <C>
                $ 2,568,607                          $1,143,591              $946,946            $2,765,252
</TABLE>


                                       46
<PAGE>

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

5.   Bank Premises and Equipment:

             Bank premises and equipment are summarized as follows:
<TABLE>
<CAPTION>
                                                                 1999                  1998                   1997
                                                                 ----                  ----                   ----
<S>                                                          <C>                    <C>                   <C>
          Land                                                 $949,972               $404,847              $404,847
          Banking House                                       3,143,415              2,468,754             2,445,752
          Furniture, Fixtures and
            Equipment                                         2,317,618              1,669,692             1,568,611
                                                           -------------           ------------           ------------
                                                              6,411,005              4,543,293             4,419,210
          Less:  Accumulated
                  Depreciation                                2,637,004              2,457,975             2,293,860
                                                           -------------           ------------           ------------
          Bank Premises and Equipment                        $3,774,001             $2,085,318            $2,125,350
                                                           =============           ============           ============
</TABLE>

          Depreciation expense amounted to $179,323., $164,474., and $157,804.
     in 1999, 1998 and 1997 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, 1999 are as
     follows:
<TABLE>
<CAPTION>
                                             Year                 Amount
                                             ----                -------
                                             <S>                 <C>
                                             2000                $21,400
                                             2001                $21,400
                                             2002                $21,400
                                             2003                $21,400
                                             2004                $21,400
</TABLE>

7.   Federal Funds Purchased:

          At December 31, 1998, 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, 1999, 1998 and 1997

8.  Federal Income Taxes:

          The provisions for Federal income taxes for the years ended December
     31, 1999, 1998, and 1997 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>
                                                            1999                         1997                         1996
                                                -----------------------          --------------------          -------------------
                                                 Amount        Percent            Amount     Percent           Amount     Percent
                                                ----------    ---------         ---------    --------         --------    --------
<S>                                             <C>           <C>              <C>           <C>             <C>          <C>
          Tax Expense at
           Statutory Rate                       $1,037,245     34.00%            $977,013     34.00%           $975,261    34.00%
          State income tax
           net of tax benefits                     104,238      3.42%              95,240      3.31%             82,920     2.89%
                                                ----------    ---------         ---------    --------         --------    --------
                                                 1,141,483     37.42%           1,072,253     37.31%          1,058,181    36.89%
          Tax Exempt
           Interest                                      0      0.00%                   0      0.00%            (7,430)    -0.26%
          Security Transactions                      (786)     -0.03%             (4,894)     -0.17%                413     0.00%
          Loan Loss
           Provision                               (8,661)     -0.28%               9,762      0.34%            (2,996)    -0.01%
          Pension Accruals                           3,400      0.11%               3,400      0.12%           (11,918)    -0.42%
          Other                                   (16,813)     -0.55%               (531)     -0.02%            (6,002)    -0.21%
          Deferred Income
           Tax                                      11,980      0.39%               2,639      0.09%             26,963     0.94%
                                                ----------    ---------         ---------    --------         --------    --------
                                                $1,130,603     37.06%          $1,082,629     37.67%         $1,057,211    36.93%
                                                ==========    =========        ==========    ========        ==========   ========
</TABLE>


     The tax effect of significant temporary differences which comprise
non-current deferred tax assets and liabilities as of December 31, 1999 and 1998
are as follows:
<TABLE>
<CAPTION>
                                                   1999                 1998
Assets:                                            ----                 ----
<S>                                               <C>                  <C>
Market Value Allowance                            $22,425              $23,800
Reserve for Loan Loss                             142,403              142,648
Allowances for Investments                        483,572                    0
                                                  -------              --------
     Gross Deferred Tax Asset                     648,400              166,448
                                                  -------              --------

Liabilities:
Allowance for Investments                               0                3,123
Property and Equipment                             94,344               83,782
                                                  -------              --------
          Net Deferred Tax Asset                 $554,056              $79,543
                                                 ========              =======
</TABLE>


                                       48
<PAGE>

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

 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
     boards and amounted to $96,335. in 1999 and $93,569. in 1998.

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, 1999, 1998 and 1997

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,
                                                 1999                     1998
                                                 ----                     ----
<S>                                          <C>                      <C>
          Loan commitments                   $17,347,000              $10,221,000
          Standby letters of credit             $433,000                 $323,000
</TABLE>


          The Bank subsidiary grant 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
                                             -------                    ----                 -----------              ------------
<S>                                      <C>                      <C>                     <C>                       <C>
As of December 31, 1998                    Amt.  Ratio              Amt.   Ratio             Amt.   Ratio             Amt.   Ratio
                                         ---------------          ---------------         ---------------           --------------

Total Capital (to Risk
  Weighted Assets)                        14,059  15.46%           13,749  15.16%            7,275  8.00%             9,094  10.00%

Tier I Capital (to Risk
  Weighted Assets)                        14,019  15.41%           13,719  15.13%            3,637  4.00%             5,456   6.00%

Tier I Capital (to
  Average Assets)                         14,019  10.60%           13,719  10.41%            5,291  4.00%             6,614   5.00%

As of December 31, 1999

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%
</TABLE>


                                       50
<PAGE>

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

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 2000, the Bank
     could, without prior approval, declare dividends of approximately
     $3,250,429. plus any 2000 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,
          1999 are as follows:

<TABLE>
<CAPTION>
                                                                                   Carrying                     Fair
                                                                                     Amount                     Value
<S>                                                                               <C>                      <C>
                  Financial assets:
                    Cash and cash equivalents                                       $7,183,524               $7,183,524
                    Investment securities                                           31,153,123               30,028,536
                    Loans                                                          109,571,298              109,297,369
                    Less: Res. for loan losses                                        (700,554)                (700,554)
                                                                                  ------------             -------------
                                                                                  $147,207,391             $145,808,875
                                                                                  ============             =============
                  Financial liabilities:
                    Deposits                                                      $127,619,006             $127,376,530
                                                                                  ============             =============
</TABLE>


                                       51
<PAGE>

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

13.  Stockholders' Equity:

          In November 1997, the Company completed a sale of 10,388 shares of
     common stock at a price of $35.00 per share. Total proceeds to the Company
     were $363,580. Earnings per share has been computed using a weighted
     average number of shares outstanding.

          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, 1999.

14.  Parent Only Condensed Financial Information:
<TABLE>
<CAPTION>
                                                                                     December 31,
                                                                 ------------------------------------------------------
          Condensed Balance Sheet:                                  1999                  1998                 1997
                                                                    ----                  ----                 ----
<S>                                                             <C>                  <C>                  <C>
          Assets:
             Cash                                                  $375,496             $365,591             $455,124
             Other Assets                                           264,674              264,685              264,685
             Investment in Subsidiary                            14,091,689           13,679,457           12,575,912
                                                                -----------          -----------          ------------
                                                                $14,731,859          $14,309,733          $13,295,721
                                                                ===========          ===========          ===========
          Liabilities and Equity:
             Accrued Liabilities                                   $288,166             $250,783             $312,733
             Common Stock                                         1,300,000            1,300,000            1,300,000
             Surplus                                              2,408,426            2,408,426            2,408,426
             Retained Earnings                                   11,595,465           11,210,722           10,134,760
             Treasury Stock                                        (860,198)            (860,198)            (860,198)
                                                                -----------          -----------          ------------
                                                                $14,731,859          $14,309,733          $13,295,721
                                                                ===========          ===========          ===========

          Condensed Statement of Income:
            Equity in Net Earnings of
              Subsidiary                                         $2,051,846           $1,918,697           $1,886,554
          Other Income                                               14,800               18,750               18,757
          Operating Expenses                                         42,289               46,334               11,188
                                                                -----------          -----------          ------------
          Net Income                                             $2,024,357           $1,891,113           $1,894,123
                                                                ===========          ===========          ===========
</TABLE>


                                       52
<PAGE>

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

14.  Parent Only Condensed Financial Information (Continued):

<TABLE>
<CAPTION>
                                                                                             December 31,
                                                                         ------------------------------------------------
                                                                           1999                   1998               1997
                                                                           ----                   ----               ----
<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                                                   $2,024,357          $1,891,113         $1,894,123
            Net Change in Other Assets                                           11                   0               (289)
            Net Change in Accrued Liabilities                                37,383             (61,950)          (270,220)
                                                                         ----------          ----------         -----------
            Net Cash Provided by Operating
              Activities                                                  2,061,751           1,829,163          1,623,614
                                                                         ----------          ----------         -----------

          Cash Flows From Investing Activities:
            Net Change in Investment in
              Subsidiary                                                 (1,093,465)         (1,072,637)        (1,131,831)
                                                                         ----------          ----------         -----------

            Net Cash Provided (Used) in
              Investing Activities                                       (1,093,465)         (1,072,637)        (1,131,831)
                                                                         ----------          ----------         -----------

          Cash Flows From
            Financing Activities:
            Dividends                                                      (958,381)           (846,059)          (754,724)
            Sale of Common Stock                                                  0                   0            363,580
                                                                         ----------          ----------         -----------

            Net Cash Used in Financing
              Activities                                                   (958,381)           (846,059)          (391,144)
                                                                         ----------          ----------         -----------

            Net Change in Cash and Cash
              Equivalents During the Year                                     9,905             (89,533)           100,639

          Cash Account:
            Beginning of Year                                               365,591             455,124            354,485
                                                                         ----------          ----------         -----------

            End of Year                                                    $375,496            $365,591           $455,124
                                                                         ==========          ==========         ===========
</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 3, 2000, 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           79         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     51         Executive Vice President and CEO of
                                        Logan County BancShares, Inc. Mr. Can-
                                        terbury has been the Executive Vice
                                        President/CEO of Logan Bank & Trust
                                        Company since 1983 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 3, 2000, 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 3, 2000, 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 3, 2000, is incorporated herein by reference in
     response to this item.

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


          None.


                                       55