<PAGE>
                                                                     Exhibit 13



 
                                 ANNUAL REPORT
 
                                      1996

                          Commercial BancShares, Inc.
 
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Selected Financial Data
                                 (In Thousands of Dollars Except Per Share Data)
<TABLE>
<CAPTION>
At Year End                     1996      1995      1994      1993      1992
<S>                           <C>       <C>       <C>       <C>       <C>
Total Assets                  $412,979  $385,656  $372,223  $349,713  $337,005
Total Deposits                 359,840   340,584   323,959   311,303   301,714
Total Loans                    297,515   263,986   256,402   222,621   223,013
Total Shareholders' Equity      40,995    38,203    33,608    30,844    28,373
Long-term Debt                   5,000       -0-       -0-       424       362

------------------------------------------------------------------------------
For the Year Ended
Total Interest Income         $ 31,445  $ 30,425  $ 26,933  $ 25,559  $ 27,468
Net Interest Income             18,051    17,873    17,312    15,594  15,494
Provision for Loan Losses          459       418       417       247     983
Net Income                       4,781     4,745     4,398     3,716   3,240

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

Per Common Share
 
Net Income (Fully Diluted)    $   3.25  $   3.24  $   3.03  $   2.56  $   2.24
Cash Dividends Declared           1.20      1.12      1.03       .94       .83
</TABLE>




Annual Meeting

The Annual Meeting of Shareholders will take place at 3:00 P.M. on Wednesday,
May 14, 1997 at Dils Banquet & Meeting Center, 6th Street and Williams Court
Alley, Parkersburg, West Virginia.

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

Copies of Commercial BancShares, Inc.'s Annual Report to the Securities and
Exchange Commission on Form 10-K is available to shareholders after March 31,
1997, on request to Larry Johnson, Secretary, Commercial BancShares, Inc. P.O.
Box 1427, Parkersburg, West Virginia 26102-1427.


                                       1
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
President's Message

[Photograph]

Listing Day at the AMEX: Dennis J. Goin, President, Goin & Co. Inc., Member
American  Stock  Exchange; Morris Wilkins, Commercial BancShares  Director;
William  E.  Mildren, Chairman, President and Chief Executive Officer;  and
Larry G. Johnson, Executive Vice President and Chief Financial Officer,  on the
floor  of  the American Stock Exchange, June 27, 1996,  as  Commercial
BancShares opens.
 

To Our Shareholders:

       A  significant  milestone  in  Commercial  BancShares'  history  was
reached  on  June 27, 1996, when the American Stock Exchange began  trading
shares of our common stock.  Trading under the ticker symbol CWV, the stock
opened  at  $37.00  on 100 shares.  Goin & Co., Inc.,  was  chosen  as  the
specialist  firm  to  make  a  market in BancShares  stock.   To  meet  the
certificate handling requirements of AMEX, we had previously selected Fifth
Third Bank of Cincinnati to be our transfer agent.  We believe listing on a
recognized  exchange  has made us more visible to the investment  community and
allows  our  shareholders to trade in an efficient manner  in  a  fair market.

       Commercial  BancShares completed another successful  and  profitable year
in  1996.  Net income for 1996 was $4,781, up 0.8% from $4,745 in 1995,
with  earnings  per  share  increasing  to  $3.25  from  $3.24  in   1995.
Consolidated total assets increased to $412,979, up 7.1% from  $385,656  in
1995.   Average  assets  of $399,181 in 1996 produced  returns  on  average
assets  of  1.2%.  Regular cash dividends of $1.20 per share were  paid  in
1996, compared to $1.12 paid in 1995.  At its February, 1997, meeting,  the
Board of Directors declared a 10% stock dividend in addition to a $0.30 per
share cash dividend.





                                       2
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
President's Message
 

       Since its formation in 1983 Commercial BancShares has grown considerably.
During this time total assets have increased from $82 million to a record $413
million. We have expanded from a single location to a growing network of seven
community banks located in 16 communities. Our most recent expansion is The
Community Bank's branch office located at Ellenboro, in Ritchie County, West
Virginia. Approval has also been received from the West Virginia Division of
Banking for Commercial Banking and Trust Company to establish an office near
West Virginia University_Parkersburg.

       Millions  of  dollars have been spent on technology to make  banking
easier and more efficient and convenient for our customers.  Our new stateof-
the-art  check  imaging system helps customers of all BancShares'  banks manage
their accounts. Statements and check images are printed using  high quality
laser  printing,  which results in crisp,  clean  type  and  makes reading the
statement easier.  They are printed on paper that has been prepunched  for
insertion  into a three-ring binder. Binders  reduce  storage space  and  keep
check images accessible and well-organized.  In  addition, the improved system
allows bank personnel to provide fast, accurate service in the research process.

       New  products being readied for offering by our network of community
banks include telephone banking, a debit card and investment products  such as
mutual funds, annuities and stocks.  We plan to continue to investigate new
technologies  and innovations so we can offer our customers  the  best products
and services available.

       Commercial  Bank, our lead bank, began offering a home page  on  the
World  Wide  Web in November.  The address is: www.comrclbank.com/cwv.   We are
excited about this endeavor and feel it is our first step towards home banking.
Commercial Bank uses the Internet to attract people moving  into the  Mid-Ohio
Valley and to inform customers of bank services.  The  bank's site  is  linked
to  other  sites such as the  Federal  Deposit  Insurance Corporation,  American
Bankers Association, the  Securities  and  Exchange Commission, and pcQuote,
which provides 20-minutes delayed stock quotes.

       Commercial  BancShares is committed to operating a  growing  network
of  community banks.  We pledge our best efforts to seek opportunities  for
expansion  that reinforce this commitment.  We look forward to  a  year  of
increased  earnings  and  growth in 1997.   We  appreciate  your  continued
support.

William E. Mildren, Jr.
Chairman, President and
Chief Executive Officer






                                       3
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Consolidated Balance Sheets
As of December 31, 1996 and 1995
                                                       (In Thousands of Dollars)
<TABLE>
<CAPTION>
                                                         1996      1995
                      ASSETS
<S>                                                    <C>        <C>
Cash and Due from Banks                                $ 18,602   $16,743
Interest-Bearing Demand Deposits with Other Banks           669       686
Interest-Bearing Time Deposits with Other Banks             -0-        99
Federal Funds Sold                                        5,000     1,680
Investment Securities:
  Held to Maturity, at Amortized Costs
    (Market Values: 1996 - $27,052; 1995 - $34,675)      26,686    34,058
  Available-for-Sale, at Market Values                   48,335    53,366
Loans                                                   297,515   263,986
LESS:  Allowance for Loan Losses                         (3,574)   (3,516)
Premises and Equipment - Net                              8,851     8,585
Accrued Interest Receivable                               2,565     2,760
Foreclosed Properties - Net                               1,373     1,652
Other Assets                                              6,957     5,557
-------------------------------------------------------------------------
TOTAL ASSETS                                           $412,979  $385,656
-------------------------------------------------------------------------
<CAPTION>
                      LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                                    <C>        <C>
DEPOSITS
  Demand - Noninterest Bearing                         $ 48,697  $ 46,629
   Demand - Interest Bearing                             41,154    44,577
  Savings                                                84,135    85,673
  Time Deposits                                         185,854   163,705
 
TOTAL DEPOSITS                                         $359,840  $340,584
  Federal Funds Purchased and Repurchase Agreements       2,540     2,134
  Federal Home Loan Bank Advances                         5,000       -0-
  Accrued Interest Payable                                1,268     1,217
  Other Liabilities                                       3,336     3,518
-------------------------------------------------------------------------
        TOTAL LIABILITIES                              $371,984  $347,453
-------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
  Common Stock ($5.00 Par Value: 2,000,000 Shares
    Authorized; Issued Shares; 1,469,670 in 1996
    and in 1995)                                       $  7,348  $  7,348
  Additional Paid in Capital                             10,261    10,261
  Undivided Profits                                      23,247    20,230
  Unrealized Gain on Securities Available-for-Sale,
   Net of Applicable Deferred Income Taxes                  139       364
-------------------------------------------------------------------------
        TOTAL SHAREHOLDERS' EQUITY                     $ 40,995  $ 38,203
-------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY             $412,979  $385,656
-------------------------------------------------------------------------
</TABLE>
 
The accompanying notes are an integral part of these consolidated financial
statements.


                                       4
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Consolidated Statements of Income
As of December 31, 1996, 1995 and 1994
 
                             (In Thousands of Dollars except for Per Share Data)

<TABLE>
<CAPTION>
                                                        1996      1995      1994
INTEREST INCOME
<S>                                                    <C>      <C>       <C>
 Loans, Including Fees                                 $25,979  $24,609   $21,777
 Investment Securities                                   5,115    5,243     4,894
 Federal Funds Sold                                        302      535       242
 Deposits with Other Banks                                  49       38        20
---------------------------------------------------------------------------------
TOTAL INTEREST INCOME                                  $31,445  $30,425   $26,933
---------------------------------------------------------------------------------
INTEREST EXPENSE
 Deposits                                              $13,080  $12,161   $ 9,370
 Federal Funds Purchased and Repurchase Agreements         314      391       251
---------------------------------------------------------------------------------
TOTAL INTEREST EXPENSE                                 $13,394  $12,552   $ 9,621
---------------------------------------------------------------------------------
NET INTEREST INCOME                                    $18,051  $17,873   $17,312
 Provision for Loan Losses                                 459      418       417
---------------------------------------------------------------------------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES    $17,592  $17,455   $16,895
---------------------------------------------------------------------------------
NONINTEREST INCOME
 Trust Department Income                               $   738  $   684   $   529
 Service Charges, Fees, and Commissions                  1,284    1,199     1,221
 Security Gains (Losses)                                    26       (1)     (220)
 Other Income                                            1,336    1,137       485
---------------------------------------------------------------------------------
TOTAL NONINTEREST INCOME                               $ 3,384  $ 3,019   $ 2,015
---------------------------------------------------------------------------------
NONINTEREST EXPENSES
 Employee Compensation and Benefits                    $ 7,732  $ 7,486   $ 7,000
 Occupancy Expense, Net of Revenues                        860      900       675
 Furniture and Equipment Expense                           933    1,004       955
 Other Operating Expenses                                4,366    4,163     4,356
---------------------------------------------------------------------------------
TOTAL NONINTEREST EXPENSES                             $13,891  $13,553   $12,986
---------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES                             $ 7,085  $ 6,921   $ 5,924
 Applicable Income Taxes                                 2,304    2,176     1,526
---------------------------------------------------------------------------------
NET INCOME                                             $ 4,781  $ 4,745   $ 4,398
---------------------------------------------------------------------------------
NET INCOME AVAILABLE FOR COMMON SHAREHOLDERS           $ 4,781  $ 4,745   $ 4,194
---------------------------------------------------------------------------------
EARNINGS PER SHARE DATA:
---------------------------------------------------------------------------------
 Primary                                                 $3.25    $3.24     $3.26
---------------------------------------------------------------------------------
 Fully Diluted                                           $3.25    $3.24     $3.03
---------------------------------------------------------------------------------
 
</TABLE>



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



                                       5
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders' Equity
As of December 31, 1996, 1995 and 1994
 
                                                       (In Thousands of Dollars)

<TABLE>
<CAPTION>
                                                                     1996      1995      1994
CONVERTIBLE PREFERRED STOCK
<S>                                                                <C>       <C>       <C>
Cumulative Preferred $100.00 Series:(43,328 Shares Authorized):
 Balance at Beginning of Year                                      $   -0-   $   -0-   $ 2,716
 Conversion of Preferred Stock to Common Stock                         -0-       -0-    (2,716)
----------------------------------------------------------------------------------------------
BALANCE AT END OF YEAR -
 0 Shares Outstanding in 1996, 1995 and 1994                       $   -0-   $   -0-   $   -0-
----------------------------------------------------------------------------------------------
COMMON STOCK
($5.00 Par Value: 2,000,000 Shares Authorized):
 Balance at Beginning of Year                                      $ 7,348   $ 7,335   $ 6,339
 Issuance of Common Stock for Cash                                     -0-        13       -0-
 Issuance of Common Stock under
  Conversion of Preferred Stock                                        -0-       -0-       996
----------------------------------------------------------------------------------------------
BALANCE AT END OF YEAR - 1,469,670  Shares Issued
 in 1996 and 1995, and 1,467,040 Shares Issued in 1994             $ 7,348   $ 7,348   $ 7,335
----------------------------------------------------------------------------------------------
ADDITIONAL PAID IN CAPITAL
 Balance at Beginning of Year                                      $10,261   $10,079   $ 8,298
 Additional Paid in Capital from New Issuance                          -0-        75       -0-
 Additional Paid in Capital from Conversion
   of Preferred Stock to Common Stock                                  -0-       -0-     1,720
 Additional Paid in Capital from Resale of Treasury Stock              -0-       108        68
 Payment of Fractional Shares                                          -0-        (1)       (7)
----------------------------------------------------------------------------------------------
BALANCE AT END OF YEAR                                             $10,261   $10,261   $10,079
----------------------------------------------------------------------------------------------
UNDIVIDED PROFITS
 Balance at Beginning of Year                                      $20,230   $17,122   $14,185
 Net Income                                                          4,781     4,745     4,398
 Cash Dividends Declared:
  Convertible Preferred Stock                                          -0-       -0-      (204)
  Common Stock                                                      (1,764)   (1,637)   (1,257)
----------------------------------------------------------------------------------------------
BALANCE AT END OF YEAR                                             $23,247   $20,230   $17,122
----------------------------------------------------------------------------------------------
UNREALIZED GAIN (LOSS) ON SECURITIES
 AVAILABLE-FOR-SALE, NET OF
 APPLICABLE DEFERRED INCOME TAXES
  Balance at Beginning of Year                                     $   364   $  (719)  $    77
  Change in Unrealized Gain (Loss)
    on Securities Available-for-Sale                                  (225)    1,083      (796)
----------------------------------------------------------------------------------------------
BALANCE AT END OF YEAR                                             $   139   $   364   $  (719)
----------------------------------------------------------------------------------------------
 
</TABLE>



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


                                       6
<PAGE>
Commercial BancShares, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders' Equity
As of December 31, 1996, 1995 and 1994


 
<TABLE>
<CAPTION>
 
                                                             1996      1995      1994
<S>                                                         <C>      <C>       <C>
LESS: EMPLOYEE STOCK OWNERSHIP PLAN
    SHARES COLLATERALIZING DEBT AT COST
     Balance at Beginning of Year                           $   -0-  $   -0-   $   424
     Purchase of Common Stock                                   -0-      -0-       -0-
     Principal Reduction of ESOP Obligation                     -0-      -0-      (424)
----------------------------------------------------------------------------------------------
BALANCE AT END OF YEAR - 0 Shares in 1996, 1995 and 1994    $   -0-  $   -0-   $   -0-
----------------------------------------------------------------------------------------------
LESS: TREASURY STOCK, AT COST
    Balance at Beginning of Year                            $   -0-  $   209   $   347
    Resale of 0 Shares, 10,578 Shares, and
     7,065 Shares of Treasury Stock, at Cost
     in 1996, 1995, and 1994, Respectively                      -0-     (209)     (138)
----------------------------------------------------------------------------------------------
BALANCE AT END OF YEAR -
 0 Shares in 1996 and 1995, and 7,065 Shares in 1994        $   -0-  $   -0-   $   209
----------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY                                  $40,995  $38,203   $33,608
----------------------------------------------------------------------------------------------
 
</TABLE>



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




                                       7
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
As of December 31, 1996, 1995 and 1994
 
                                                       (In Thousands of Dollars)

<TABLE>
<CAPTION>
                                                                 1996       1995       1994
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                            <C>        <C>        <C>
Net Income                                                     $  4,781   $  4,745   $  4,398
Adjustments to Reconcile Net Income to Net Cash
from Operating Activities:
 Depreciation                                                       865        871        861
 Provision for Loan Losses                                          459        418        417
 Net Amortization (Accretion) on Investments                         16        227        610
 Provision for Deferred Taxes                                      (200)       (87)      (782)
 (Gain) Loss on Sale of Capitalized Assets                            3         19         21
 (Gain) Loss on Sale of Other Real Estate Owned                    (372)       -0-        -0-
 Realized (Gain) Loss on Sale of Investment Securities              (26)         1        220
 Income Tax Benefit                                                (321)      (366)      (160)
 Purchase Adjustments                                                64         76         83
Other Changes in Assets and Liabilities                            (998)       768       (574)
---------------------------------------------------------------------------------------------
TOTAL ADJUSTMENTS                                              $   (510)  $  1,927   $    696
---------------------------------------------------------------------------------------------
NET CASH FLOWS FROM OPERATING ACTIVITIES                       $  4,271   $  6,672   $  5,094
---------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Net (Increase) Decrease in Short-Term Investments             $ (3,221)  $    (75)  $  7,294
 Proceeds from Sales of Investments Held-to-Maturity                999      1,274        806
 Proceeds from Sales of Investments Available-for-Sale              674        -0-     12,737
 Proceeds from Maturities of Investments Held-to-Maturity         8,187     15,272     15,911
 Proceeds from Maturities of Investments Available-for-Sale      22,478     12,282      6,364
 Purchases of Investments Held-to-Maturity                       (3,302)   (11,170)   (10,126)
 Purchases of Investments Available-for-Sale                    (16,804)   (19,250)   (18,265)
 Net (Increase) in Loans                                        (34,836)    (8,611)   (34,774)
 Proceeds from Sale of Other Real Estate Owned                    1,632        322        419
 Proceeds from Sale of Capital Assets                                55         11        -0-
 Capital Expenditures                                            (1,189)    (2,357)      (857)
---------------------------------------------------------------------------------------------
NET CASH FLOWS FROM INVESTING ACTIVITIES                       $(25,327)  $(12,302)  $(20,491)
---------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Net Increase (Decrease) in Total Deposits                     $ 19,256   $ 16,503   $ 12,657
 Net Increase (Decrease) in Federal Funds Purchased
 and Repurchase Agreements                                          406     (8,838)     6,790
 Proceeds from Issuance of Common Stock                             -0-         88        -0-
 Proceeds from Sale of Treasury Stock                               -0-        317        204
 Payment for Fractional Shares                                      -0-         (1)        (7)
 Proceeds from Long-Term FHLB Advances                            5,000        -0-        -0-
 Liquidating Dividend Paid                                          -0-        -0-        (22)
 Dividends Paid                                                  (1,764)    (1,637)    (1,461)
---------------------------------------------------------------------------------------------
NET CASH FLOWS FROM FINANCING ACTIVITIES                       $ 22,898   $  6,432   $ 18,161
---------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND DUE FROM BANKS             $  1,842   $    802   $  2,764
---------------------------------------------------------------------------------------------
CASH AND DUE FROM BANKS AT BEGINNING OF YEAR                     17,429     16,627     13,863
---------------------------------------------------------------------------------------------
CASH AND DUE FROM BANKS AT END OF YEAR                         $ 19,271   $ 17,429   $ 16,627
---------------------------------------------------------------------------------------------
 
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.





                                       8
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1996
 
                             (In Thousands of Dollars Except for Per Share Data)



NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES
 
Basis of Presentation
---------------------

       The accounting and reporting policies of Commercial BancShares, Inc. and
Subsidiaries (the Corporation) are in conformity with generally accepted
accounting principles followed within the banking industry.  The significant
accounting policies employed in the preparation of the accompanying consolidated
financial statements are summarized below.

       Certain items previously reported have been reclassified to conform with
current year's classifications.


Principles of Consolidation
---------------------------

       The consolidated financial statements of Commercial BancShares, Inc. and
Subsidiaries include the accounts of the Corporation and its eight wholly-owned
Subsidiaries.  Material intercompany transactions and accounts have been
eliminated.  Purchase accounting adjustments applicable to the acquisitions of
various wholly-owned Subsidiaries have been included in the Corporation's
consolidated financial statements.

Business Combinations
---------------------

       Effective August 1, 1994, the Corporation acquired the net consolidated
assets of Hometown Bancshares, Inc. (Hometown) by exchanging 509,398 shares of
its common stock for all of the outstanding shares of Hometown.  The combination
has been recorded using the pooling-of-interests method of accounting and,
accordingly, the accompanying consolidated financial statements were prepared as
if the combination had occurred on January 1, 1994.  All significant
intercompany transactions have been eliminated.

       Summarized results of operations of the Corporation and Hometown for the
operating period 1994 is as follows:
<TABLE>
<CAPTION>
                              COMMERCIAL      HOMETOWN
                              BANCSHARES,    BANCSHARES,
                               INC. AND       INC.  AND
                             SUBSIDIARIES   SUBSIDIARIES
<S>                          <C>            <C>
Total Interest Income            $ 22,998        $ 3,935
Total Interest Expense             (8,155)        (1,466)
Provision for Loan Losses            (351)           (66)
Other Income                        1,563            452
Other Expenses                    (11,110)        (1,876)
Applicable Income Taxes            (1,176)          (350)
--------------------------------------------------------
NET INCOME                       $  3,769        $   629
--------------------------------------------------------
</TABLE>
 
Nature of Operations
---------------------------

       The Corporation's Subsidiaries provide a variety of financial services to
individuals and businesses through their 16 facilities located throughout the
Mid-Ohio Valley area encompassing West Virginia and Ohio.  The Subsidiaries'
primary deposit products are demand deposits and certificates of deposit, and
their primary lending products are real estate mortgage, commercial, and
consumer loans.

Use of Estimates
----------------

       The preparation of 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.

       Material estimates that are particularly susceptible to significant
change relate to the determination of the allowance for losses on loans and the
valuation of real estate or other property acquired in connection with
foreclosures or in satisfaction of loans.  In connection with the determination
of the allowances for losses on loans and foreclosed real estate or other
property, management obtains independent appraisals for significant properties.



                                       9
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1996
 
                             (In Thousands of Dollars Except for Per Share Data)


NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (CONTINUED)
 
Change in Accounting Principles
-------------------------------

       In 1994, the Corporation adopted SFAS Number 115, Accounting for Certain
Investments in Debt and Equity Securities, by classifying its debt and
marketable equity securities, including previously reported investment
securities, in a new balance sheet caption, Available-For-Sale.  These
securities are valued at fair value, with the resulting net unrealized gains and
losses recorded directly to a separate component of shareholders' equity, net of
deferred income tax.  The adoption of SFAS 115 had no effect on net income.

Statement of Cash Flows
-----------------------

       For the purpose of reporting cash flows, the Corporation has defined cash
equivalents as those amounts included in the balance sheet caption "Cash and Due
from Banks" and "Interest-Bearing Demand Deposits with Other Banks."  For the
years ended December 31, 1996, 1995, and 1994, the Corporation paid interest of
$11,812, $11,147, and $9,557, respectively, and income taxes of $2,310, $1,945,
and $1,996, respectively.

       Details of noncash transactions of the Corporation are summarized as
follows for the years ended:
<TABLE>
<CAPTION>
                                                                           DECEMBER 31,
                                                                      1996     1995    1994
<S>                                                                  <C>      <C>     <C>
Conversion of Convertible Preferred Stock to Common Stock             $ -0-   $  -0-  $2,716
Loans Transferred to Foreclosed Properties                            $ 956   $  527  $  247
Change in Unrealized Gain (Loss) on Available-for-Sale Securities     $(225)  $1,083  $ (796)
</TABLE>
 
Securities
----------

       It is the policy of the Corporation to prohibit the use of investment
accounts to maintain a trading account or to speculate in securities that would
demonstrate management's intent to profit from short-term price movements.

       Management determines the appropriate classification of securities at the
time of purchase.  If management has the intent and the Corporation has the
ability, at the time of purchase, to hold securities until maturity or on a
long-term basis, they are classified as held-to-maturity and carried at
amortized historical cost. Securities to be held for indefinite periods of time
and not intended to be held to maturity or on a long-term basis are classified
as available for sale and carried at fair value.  Securities held for indefinite
periods of time include securities that management intends to use as part of its
asset and liability management strategy and that may be sold in response to
changes in interest rates, resultant prepayment risk, and other factors related
to interest rate and resultant prepayment risk changes.

       Realized gains and losses on dispositions are based on the net proceeds
and the adjusted book value of the securities sold, using the specific
identification method.  Unrealized gains and losses on investment securities
available for sale are based on the difference between book value and fair value
of each security. These gains and losses are credited or charged to
shareholders' equity, whereas realized gains and losses flow through the
Corporation's yearly operations.

       The Corporation generally anticipates prepayments of principal in the
calculation of the effective yield for collateralized mortgage obligations.
Market values of all securities are determined by prices obtained from
independent market sources.


Loans
-----
       Loans are stated at the amount of unpaid principal, reduced by deferred
loan fees.  Overdrafts of customer deposit accounts have been reclassified to
commercial loans.

       The net amount of loan origination and commitment fees and direct costs
incurred to underwrite and issue the loan are deferred and amortized as an
adjustment of the related loan's yield over the contractual life of the loan in
a manner which approximates the interest method.  For all loans, interest is
accrued daily on the outstanding balances.





                                      10
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1996
 
                             (In Thousands of Dollars Except for Per Share Data)

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (CONTINUED)
 
Loans (Continued)
-----------------

       Nonaccrual loans are those on which the accrual of interest has ceased.
Loans, other than consumer loans, are placed on nonaccrual status immediately
if, in the opinion of management, principal or interest is not likely to be paid
in accordance with the terms of the loan agreement, or when principal or
interest is past due 90 days or more and collateral is insufficient to cover
principal and interest.  Interest accrued but not collected at the date a loan
is placed on nonaccrual status is reversed against interest income.  In
addition, any interest accrued in prior years is charged to the reserve for loan
losses.  Subsequent cash receipts are applied either to the outstanding
principal balance or recorded as interest income, depending on management's
assessment of the ultimate collectibility of principal and interest.  Loans are
reclassified to accrued status only when interest and principal payments are
brought current and future payments appear assured.

       The carrying values of impaired loans are periodically adjusted to
reflect cash payments, revised estimates of future cash flows, and increases in
the present value of expected cash flows due to the passage of time.  Cash
payments representing interest income are reported as such.  Other cash payments
are reported as reductions in carrying value, while increases or decreases due
to changes in estimates of future payments and due to the passage of time are
reported through bad debt expense.

       Restructured loans are loans with original terms which have been modified
to below market rate terms as a result of a change in the borrower's financial
condition.  Interest income on restructured loans is accrued at the reduced
rates.

       A commitment to extend credit is a binding agreement to make a loan to a
customer in the future if certain conditions are met and is subject to the same
risk, credit review, and approval process as a loan.  Many commitments expire
without being used and, therefore, do not represent future funding requirements.

Allowance for Loan Losses
-------------------------

       The allowance for loan losses is maintained at a level determined by
management to be adequate to provide for probable losses inherent in the loan
portfolio, including commitments to extend credit.  The allowance is maintained
through the provision for loan losses, which is a charge to operations.  When a
loan is considered uncollectible, the loss is charged to the allowance.
Recoveries of previously charged off loans are credited to the allowance.  The
potential for loss in the portfolio reflects the risks and uncertainties
inherent in the extension of credit.

       The determination of the adequacy of the allowance is based upon
management's assessment of risk elements in the portfolio, factors affecting
loan quality, and assumptions about the economic environment in which the
Corporation operates.  The process includes identification and analysis of loss
potential in various portfolio segments utilizing a credit risk grading process
and specific reviews and evaluations of significant individual problem credits.
In addition, management reviews overall portfolio quality through an analysis of
current levels and trends in charge-off, delinquency, and nonaccruing loan data,
review of forecasted economic conditions, and the overall banking environment.
In addition, regulatory agencies, as an integral part of their examination
process, periodically review the Subsidiaries' allowances for losses on
outstanding credit and foreclosed properties in satisfaction of such credit.
Such agencies may require the Subsidiaries to recognize additions to the
allowance based on their judgments about information available to them at the
time of their examination.  These reviews are of necessity dependent upon
estimates, appraisals, and judgments which may change quickly because of
changing economic conditions and the Corporation's perception as to how these
factors may affect the financial condition of debtors.

       FASB Standard No. 114 was adopted at January 1, 1995.  Under this
standard, loans considered to be impaired are reduced to the present value of
expected future cash flows or to the fair value of collateral by allocating a
portion of the allowance for loan losses to such loans.  If these allocations
cause the allowance for loan losses to require an increase, such increase is
reported as bad debt expense.  The adoption of this standard had no effect to
the Corporation's reported net income.




                                      11
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1996
 
                             (In Thousands of Dollars Except for Per Share Data)


NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (CONTINUED)
 
Foreclosed Properties
---------------------

       Foreclosed properties acquired through foreclosure or in settlement of
loans are classified as foreclosed properties and are valued at the lower of the
loan value or estimated fair value of the property, utilizing either the
estimated replacement cost, the selling price of properties utilized for similar
purposes, or discounted cash flow analyses of the properties' operations, less
estimated selling costs.  In addition, foreclosed properties include in-
substance foreclosed properties which are those properties that physical
possession has been taken, regardless of whether formal foreclosure proceedings
have taken place.  At the time of foreclosure, the excess, if any, of the loan
value over the estimated fair value of the property acquired less estimated
selling costs is charged to the allowance for loan losses.  Additional decreases
in the carrying values of foreclosed properties or changes in estimated selling
costs, subsequent to the time of foreclosure, are recognized through a provision
charged to operations.  A valuation reserve is maintained for estimated selling
costs and to record the excess of the carrying values over the fair market
values of properties if changes in the carrying values are judged to be
temporary.

Premises and Equipment
----------------------

       Premises and equipment are stated at cost less accumulated depreciation.
Premises and equipment are depreciated over their estimated useful lives using
either straight-line or an accelerated method.  Useful lives are revised when a
change in life expectancy becomes apparent.

       Maintenance and repairs are charged to expense and major renewals and
betterments are capitalized.  Gains or losses on dispositions of premises and
equipment are included in income as realized.

Applicable Income Taxes
-----------------------

       Income tax expense is based on income reported in the financial
statements.  Deferred income taxes are generally provided for transactions
reported for tax purposes in periods different than when reported in the
Corporation's consolidated financial statements.

       The Corporation and its Subsidiaries file consolidated Federal and state
tax returns.  Tax allocation arrangements between the Corporation and its
Subsidiaries follow the policy of determining Federal and state income taxes as
if the Subsidiaries filed separate Federal and state income tax returns with
consolidation surtax elimination at the Corporation's level.

Trust Fees
----------

       In accordance with general practices within the banking industry, trust
fees are recorded when received.  Reporting such income on an accrual basis
would not materially affect the results of operations as reported.

Earnings Per Share
------------------

       Primary earnings per share of common stock are based on the weighted-
average number of shares of common stock outstanding during each period.  Such
weighted-average shares outstanding were 1,469,670 shares, 1,463,201 shares, and
1,285,391 shares for the years 1996, 1995, and 1994, respectively.  Fully
diluted earnings per share assumes the conversion of outstanding convertible
preferred stock and elimination of dividends paid thereon, as of the beginning
of each period, in order to compute the weighted-average of common shares
outstanding during each period.  Such weighted-average shares assuming full
dilution were 1,469,670 shares, 1,463,201 shares, and 1,449,641 shares in 1996,
1995 and 1994, respectively.

NOTE 2:  SECURITIES

       The investment securities portfolio is comprised of securities classified
as available-for-sale and held-to-maturity, in accordance with SFAS Number 115.
This results in investment securities available-for-sale being carried at market
values and investment securities held-to-maturity being carried at amortized
cost, adjusted for amortization of premiums and accretions of discounts.

       Securities and short-term investment activities are conducted with a
diverse group of domestic governments, corporations, depository, and other
financial institutions.  Investments in state and municipal securities also
involve governmental entities within the Corporation's market area.


                                      12

<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1996
 
                             (In Thousands of Dollars Except for Per Share Data)


NOTE 2:  SECURITIES (CONTINUED)

       The following represents the investment securities portfolio for the
years ended:
<TABLE>
<CAPTION>
                                                                    DECEMBER 31, 1996
                                                        GROSS       GROSS      ESTIMATED
                                                      AMORTIZED   UNREALIZED  UNREALIZED    MARKET
                                                         COST       GAINS       LOSSES      VALUE
<S>                                                   <C>         <C>         <C>          <C>
SECURITIES HELD-TO-MATURITY:
U. S. Government Agency and Corporate Obligations:
 Mortgage-Backed Securities                              $    11        $  1       $ -0-    $    12
 Other, Primarily U. S. Treasuries                        15,653          89         (41)    15,701
 Obligations of States and Political Subdivisions         10,974         336         (19)    11,291
Other Debt Securities                                         48         -0-         -0-         48
---------------------------------------------------------------------------------------------------
TOTAL                                                    $26,686        $426       $ (60)   $27,052
---------------------------------------------------------------------------------------------------
SECURITIES AVAILABLE-FOR-SALE:
U. S. Government Agency and Corporate Obligations:
 Mortgage-Backed Securities                              $ 3,285        $ 26       $  (1)   $ 3,310
 Collateralized Mortgage Obligations                      10,745          39         (68)    10,716
 Other, Primarily U. S. Treasuries                        31,197         277         (62)    31,412
Other Debt Securities                                        950          36          (3)       983
---------------------------------------------------------------------------------------------------
                                                         $46,177        $378       $(134)   $46,421
Equity Securities                                          1,938          39         (63)     1,914
---------------------------------------------------------------------------------------------------
TOTAL                                                    $48,115        $417       $(197)   $48,335
---------------------------------------------------------------------------------------------------

<CAPTION>
                                                                    DECEMBER 31, 1995
                                                        GROSS       GROSS      ESTIMATED
                                                      AMORTIZED   UNREALIZED  UNREALIZED    MARKET
                                                         COST       GAINS       LOSSES      VALUE
<S>                                                   <C>         <C>         <C>          <C>
SECURITIES HELD-TO-MATURITY:
U. S. Government Agency and Corporate Obligations:
 Mortgage-Backed Securities                              $    14        $-0-       $ -0-    $    14
 Other, Primarily U. S. Treasuries                        21,012         265         (35)    21,242
 Obligations of States and Political Subdivisions         12,903         388          (4)    13,287
Other Debt Securities                                        129           4          (1)       132
---------------------------------------------------------------------------------------------------
TOTAL                                                    $34,058        $657       $ (40)   $34,675
---------------------------------------------------------------------------------------------------
SECURITIES AVAILABLE-FOR-SALE:
U. S. Government Agency and Corporate Obligations:
 Mortgage-Backed Securities                              $ 8,811        $ 49       $ (37)   $ 8,823
 Collateralized Mortgage Obligations                       4,559          62         -0-      4,621
 Other, Primarily U. S. Treasuries                        37,466         626         (66)    38,026
Other Debt Securities                                      1,127           6         (52)     1,081
---------------------------------------------------------------------------------------------------
                                                         $51,963        $743       $(155)   $52,551
Equity Securities                                            815         -0-         -0-        815
---------------------------------------------------------------------------------------------------
TOTAL                                                    $52,778        $743       $(155)   $53,366
---------------------------------------------------------------------------------------------------
</TABLE>



                                      13
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1996
 
                             (In Thousands of Dollars Except for Per Share Data)


NOTE 2:  SECURITIES (CONTINUED)

       The amortized cost and estimated market value of securities at December
31, 1996, by contractual maturity, are presented as follows.  Expected
maturities will differ from contractual maturities because borrowers may have
the right to prepay obligations without prepayment penalties.
<TABLE>
<CAPTION>
                                                SECURITIES              SECURITIES
                                             HELD-TO-MATURITY        AVAILABLE-FOR-SALE
                                                       ESTIMATED             ESTIMATED
                                           AMORTIZED    MARKET     AMORTIZED  MARKET
                                              COST      VALUE        COST      VALUE
<S>                                       <C>        <C>         <C>         <C>     
Due in One Year or Less                     $ 5,654     $ 5,668     $ 8,643  $ 8,696
Due after One Year through Five Years        16,253      16,438      29,380   29,528
Due after Five Years through Ten Years        3,509       3,607       3,361    3,343
Due after Ten Years                           1,270       1,339       4,793    4,854
------------------------------------------------------------------------------------
                                            $26,686     $27,052     $46,177  $46,421
Equity Securities                               -0-         -0-       1,938    1,914
------------------------------------------------------------------------------------
TOTAL                                       $26,686     $27,052     $48,115  $48,335
------------------------------------------------------------------------------------
</TABLE>

       Proceeds from sales of investments in debt securities during 1996, 1995,
and 1994 were $1,673, $1,274, and $806, respectively.  Gross  gains of $33, 
$-0-, and $110 and gross losses of $7, $1, and $331 were realized on those sales
during 1996, 1995, and 1994, respectively.  Security gains of $26 in 1996 and 
$-0- in 1995, resulted from calls of investment obligations beyond the control 
of the Corporation.

       The market values of obligations of state and political subdivisions are
established with the assistance of an independent pricing service and are based
on available market data which often reflect transactions of relatively small
size and are not necessarily indicative of the prices at which large amounts of
particular issues could readily be sold or purchased.

       Securities pledged to secure public monies and other purposes as required
or permitted by law had a carrying value of $14,191 and $17,098 and estimated
market value of $14,309 and $18,671 at December 31, 1996 and 1995, respectively.

Interest on Securities
----------------------
       The following represents the interest on securities, presented by
investment classifications, for the years ended:
<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                                          1996    1995    1994
<S>                                                      <C>     <C>     <C>
U. S. Government Agency and Corporate Obligations        $4,310  $4,367  $4,014
State, County, and Municipal Bonds (Substantially All
Exempt from Federal Income Tax)                             710     744     747
Other Investments                                            95     132     133
-------------------------------------------------------------------------------
TOTAL                                                    $5,115  $5,243  $4,894
-------------------------------------------------------------------------------
</TABLE>



                                      14

<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1996
 
                             (In Thousands of Dollars Except for Per Share Data)

NOTE 3:  LOANS
 
Major classifications of loans, net of deferred fees, are summarized as follows
for the years ended:
<TABLE>
<CAPTION>
                                                                                          DECEMBER 31,
                                                                                        1996         1995
<S>                                                                                   <C>        <C>          
       Real Estate                                                                    $109,624       $102,941
       Consumer                                                                         64,175         52,124
       Commercial and Industrial                                                       120,017        104,900
       Credit Card Loans                                                                 4,148          4,299
                                                                                      -----------------------
                                                                                      $297,964       $264,264
       Deferred Loan Fees                                                                 (449)          (278)
       ------------------------------------------------------------------------------------------------------
       LOANS                                                                          $297,515       $263,986
       ------------------------------------------------------------------------------------------------------
     Changes in the allowance for loan losses were as follows for the years ended:
</TABLE>

<TABLE>
<CAPTION>

                                                                                                 DECEMBER 31,
                                                                                          1996           1995      1994
<S>                                                                                   <C>            <C>         <C>
BALANCE BEGINNING OF YEAR                                                             $  3,516       $  3,430    $3,138
 Provisions Charged to Operations                                                          459            418       417
 Loans Charged Off                                                                        (484)          (428)     (245)
 Recoveries                                                                                 83             96       120
-----------------------------------------------------------------------------------------------------------------------
BALANCE, END OF YEAR                                                                  $  3,574       $  3,516    $3,430
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

     Information regarding impaired loans is as follows for the years ended:
<TABLE>
<CAPTION>
                                                                                           DECEMBER 31,
                                                                                          1996           1995
<S>                                                                                  <C>            <C>
Information on Impaired Loans for the Period:
 Average Investment in Impaired Loans                                                 $  1,176       $    934
 Interest Income Recognized on Impaired Loans
  Including Interest Income Recognized on Cash Basis                                       123            132
 Interest Income Recognized on Impaired Loans on Cash Basis                                 96             30
 
Information on Impaired Loans for the Period Ended:
 Balance of Impaired Loans                                                            $  1,072       $  1,181
 LESS: Portion for which no Allowance for Loan Losses is Allocated                        (286)          (360)
-------------------------------------------------------------------------------------------------------------
 Portion of Impaired Loan Balance for which an Allowance
      for Loan Losses is Allocated                                                    $    786       $    821
 Portion of Allowance for Loan Losses Allocated to the
      Impaired Loan Balance                                                           $    354       $    102
-------------------------------------------------------------------------------------------------------------
</TABLE>

       Set forth below are the principal balances of nonaccrual (cash basis) and
renegotiated loans, including those loans which have been classified and
presented as impaired loans, and other assets acquired in loan related
transactions for the years ended:
<TABLE>
<CAPTION>
                                                                                         DECEMBER 31,
                                                                                     1996    1995    1994
<S>                                                                                 <C>     <C>     <C>
Nonaccrual Loans                                                                    $  505  $  821  $  739
Renegotiated or Restructured Loans                                                   2,389   1,399   1,403
-------------------------------------------------------------------------------------------------------------
    TOTAL UNDER-PERFORMING LOANS                                                    $2,894  $2,220  $2,142
Other Assets Acquired in Satisfaction of Loans (Primarily Foreclosed Properties)       956   1,652   1,329
-------------------------------------------------------------------------------------------------------------
TOTAL UNDER-PERFORMING ASSETS                                                       $3,850  $3,872  $3,471
-------------------------------------------------------------------------------------------------------------
</TABLE>



                                      15
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1996
 
                             (In Thousands of Dollars Except for Per Share Data)

NOTE 3:  LOANS  (CONTINUED)

       Restructured or renegotiated loans are those loans on which the rate of
interest has been reduced as a result of the inability of the borrower to meet
the original terms of the loan.  At December 31, 1996, there were no commitments
to lend additional funds to borrowers whose loans were classified nonaccrual
(cash basis) or renegotiated.

       The approximate effect of foregone revenue from nonaccrual or
renegotiated loans was as follows for the years ended:
<TABLE>
<CAPTION>
                                                                                                        DECEMBER 31,
                                                                                                    1996    1995    1994
<S>                                                                                                <C>     <C>     <C>
Gross Amount of Interest That Would Have Been Recorded at Original Rate                            $ 138   $  81   $ 154
Interest That Was Reflected in Revenue (1)                                                          (107)    (30)    (17)
------------------------------------------------------------------------------------------------------------------------
NEGATIVE INTEREST REVENUE IMPACT                                                                   $  31   $  51   $ 137
------------------------------------------------------------------------------------------------------------------------
</TABLE>
 (1)  Represents interest collected on nonaccrual loans including loans
      classified as impaired.

       Foreclosed properties of $1,373 and $1,652 are stated net of reserves of
$190 and $190 at December 31, 1996 and 1995, respectively.  The reserve at
December 31, 1996 includes $-0- for estimated selling costs.  Provisions charged
to operations for changes in the carrying value of foreclosed properties
amounted to $-0-, $-0-, and $-0- in 1996, 1995, and 1994, respectively.

NOTE 4:  BANK PREMISES AND EQUIPMENT
       Bank premises and equipment is presented on the balance sheet at cost net
of accumulated depreciation and consists of the following for the years ended:
<TABLE>
<CAPTION>
                                                             DECEMBER 31,
DESCRIPTION                        ESTIMATED USEFUL LIFE    1996      1995
<S>                                <C>                    <C>       <C>
Land                                                      $ 1,734   $ 1,431
Bank Premises                      15 to 40 Years           8,989     8,970
Furniture and Equipment            5 to 10 Years            5,077     4,733
Construction in Progress                                      365       340
---------------------------------------------------------------------------
                                                          $16,165   $15,474
LESS:  Accumulated Depreciation                            (7,314)   (6,889)
---------------------------------------------------------------------------
TOTAL                                                     $ 8,851   $ 8,585
---------------------------------------------------------------------------
</TABLE>
       Depreciation and amortization amounted to $865, $871, and $861 for the
years ended December 31, 1996, 1995, and 1994, respectively.

NOTE 5:  INTEREST-BEARING DEPOSITS
       Total interest-bearing deposits as presented on the balance sheet are
comprised of the following classification for the years ended:
<TABLE>
<CAPTION>
                                                 DECEMBER 31,
                                                1996      1995
<S>                                           <C>       <C>
Interest-Bearing Demand                       $ 41,154  $ 44,577
Savings                                         84,135    85,673
Time:
 In Denominations Under $100 Thousand          154,104   139,619
 In Denominations of $100 Thousand or More      31,750    24,086
----------------------------------------------------------------
TOTAL INTEREST-BEARING DEPOSITS               $311,143  $293,955
----------------------------------------------------------------
</TABLE>



                                      16
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1996
 
                             (In Thousands of Dollars Except for Per Share Data)

NOTE 5:  INTEREST-BEARING DEPOSITS (CONTINUED)

       At December 31, 1996, the scheduled maturities of time deposits are as
follows:
<TABLE>
<S>                                                                     <C>      
         1997                                                           $130,777
         1998                                                             41,300
         1999                                                              9,023
         2000                                                              2,892
         2001 and thereafter                                               1,862
         -----------------------------------------------------------------------
         TOTAL                                                          $185,854
         -----------------------------------------------------------------------
 
     Interest expense on deposits is as follows for the years ended:
                                                                                  DECEMBER 31,
                                                                            1996          1995     1994
Demand                                                                  $    946       $ 1,023   $1,061
Savings                                                                    2,530         2,649    2,676
Time:
 In Denominations Under $100 Thousand                                      8,180         7,388    5,044
 In Denominations of $100 Thousand or More                                 1,424         1,101      589
-------------------------------------------------------------------------------------------------------
TOTAL                                                                   $ 13,080       $12,161   $9,370
-------------------------------------------------------------------------------------------------------
</TABLE>
NOTE 6:  FEDERAL FUNDS PURCHASED AND REPURCHASE AGREEMENTS

       Federal funds purchased and repurchase agreements generally represent
overnight-borrowing transactions.  The details of these classifications are as
follows for the years ended:
<TABLE>
<CAPTION>
                                               DECEMBER 31,
                                              1996      1995
<S>                                         <C>       <C>
FEDERAL FUNDS PURCHASED
 Balance at End of Year                     $ 1,062    $  606
 Average during Year                        $ 3,180    $  914
 Maximum Month-End Balance                  $13,648    $7,624
 Average Rate during Year                     5.35 %    5.91 %
 Rate at Year End                             6.96 %    5.23 %
REPURCHASE AGREEMENTS
 Balance at End of Year                     $ 1,478    $1,528
 Average during Year                        $ 1,799    $1,793
 Maximum Month-End Balance                  $ 2,988    $4,898
 Average Rate during Year                     5.21 %    5.04 %
 Rate at Year End                             5.03 %    5.20 %
</TABLE>
NOTE 7:  FEDERAL HOME LOAN BANK ADVANCES

       A subsidiary of the Corporation has entered into a convertible advance
agreement with the Federal Home Loan Bank of Pittsburgh ("FHLB") whereby the
subsidiary was advanced $5,000 for a term of five years.  Interest payment
frequency is on a monthly basis at a fixed rate of 4.97%.  The agreement has a
conversion feature that at the discretion of FHLB the interest can become a
floating rate, adjusted every three months at eight basis points above LIBOR.
Should FHLB exercise this option the subsidiary must be notified in advance and
has the right to repay the advance in full at the existing rate.  The advance
funding date was December 27, 1996 and the advance maturity date is December 27,
2001.  The purpose of the advance is to fund future mortgage lending.  The FHLB
advances are collateralized by all of the FHLB stock owned by the subsidiary and
a blanket collateral agreement which assigns a security interest in the
subsidiary's capital  stock, deposits, mortgage loans, and investment
securities.  The blanket collateral agreement provides flexibility in that it
allows the subsidiary and FHLB the option of increasing the advance without
requiring additional collateral agreements.



                                      17

<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1996
 
                             (In Thousands of Dollars Except for Per Share Data)


NOTE 8:  INCOME TAXES

       A reconciliation of the Federal statutory tax rate to the reported
effective tax rate is as follows for the years ended:
<TABLE>
<CAPTION>
                                                                                                             DECEMBER 31,
                                                                                                     1996        1995        1994
<S>                                                                                                 <C>      <C>            <C>
Federal Statutory Tax Rate                                                                             34 %           34 %     34 %
Tax-Exempt Interest Income                                                                             (8)%           (9)%    (11)%
State Income Tax                                                                                        5 %            3 %      4 %
Tax Effect of Other Items                                                                               2 %            3 %     (1)%
---------------------------------------------------------------------------------------------------------------------------------
REPORTED EFFECTIVE TAX RATE                                                                            33 %           31 %     26 %
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

       The provision for income taxes in the Consolidated Statement of Income
consists of the following for the years ended:


<TABLE>
<CAPTION>
                                                                                                            DECEMBER 31,
                                                                                                    1996           1995     1994
<S>                                                                                                <C>      <C>            <C>
Current Income Taxes:
 Federal                                                                                           $2,179         $2,198   $2,014
 State                                                                                                325             61      294
Deferred Income Taxes                                                                                (200)           (83)    (782)
---------------------------------------------------------------------------------------------------------------------------------
NET INCOME TAXES                                                                                   $2,304         $2,176   $1,526
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
       The approximate tax effects of the net investment securities transactions
for the years ended December 31, 1996, 1995, and 1994 were $10, $-0-, and $(88),
respectively.

       Deferred taxes are recorded by applying the marginal tax rate to
temporary differences.  Deferred tax assets represent the tax benefit of future
deductible temporary differences and, if it is more likely than not (a greater
than 50 percent likelihood) that deferred tax assets will not be realized, a
valuation allowance will be required to reduce the recorded deferred tax assets
to net realizable value.

       Net deferred income taxes are included in other assets on the
Consolidated Balance Sheets.  Significant temporary differences between tax and
financial reporting that give rise to net deferred tax assets (liabilities) are
as follows for the years ended:
<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                            1996     1995    CHANGE
<S>                                                        <C>      <C>      <C>
Allowance for Loan Losses                                  $1,463   $1,399     $ 64
Valuation Allowance on Related Deferred Tax                  (500)    (492)      (8)
Organizational Expenses                                       -0-        3       (3)
Premises and Equipment                                       (243)    (234)      (9)
Deferred Compensation for Officers and Directors              717      561      156
-----------------------------------------------------------------------------------
                                                           $1,437   $1,237     $200
Unrealized Gain (Loss) On Securities Available-For-Sale       (49)    (222)     173
-----------------------------------------------------------------------------------
TOTAL                                                      $1,388   $1,015     $373
-----------------------------------------------------------------------------------
</TABLE>
NOTE 9:  SHAREHOLDERS' EQUITY

Common Stock
------------

       The Corporation has 2,000,000 shares of $5.00 par value common stock
authorized and each share carries voting rights of one vote per common share.
Shares issued were 1,469,670 shares, 1,469,670 shares, and 1,467,040 shares at
December 31, 1996, 1995, and 1994, respectively.  Shares outstanding were
1,469,670 shares, 1,469,670 shares, and 1,456,462 shares at December 31, 1996,
1995, and 1994, respectively.

       The outstanding shares at December 31, 1996, 1995, and 1994 include
142,976 shares, 127,141 shares, and 87,427 shares, respectively, owned by the
ESOP.

       Cash dividends paid per share on common stock were $1.20, $1.12, and
$1.03 for the years 1996, 1995, and 1994, respectively.





                                      18
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1996
 
                             (In Thousands of Dollars Except for Per Share Data)

NOTE 9:  SHAREHOLDERS' EQUITY (CONTINUED)

Convertible Preferred Stock
---------------------------

       During 1985, the shareholders approved and authorized 43,328 shares of
convertible preferred stock $100.00 Series of which 28,764 shares of convertible
preferred stock were issued in connection with the acquisition of Jackson County
Bank.

       During 1994, following a notice of redemption issued by the Corporation,
the preferred stock shareholders converted all 27,165 shares of preferred stock
into 199,130 shares of common stock.  Upon the reacquisition of shares of
convertible preferred stock through conversion, such reacquired shares have been
canceled and have become part of the authorized and unissued preferred stock.

NOTE 10:  CONCENTRATION OF CREDIT RISK

       Most loans, commitments, lines-of-credit, and standby letters-of-credit
are granted by Subsidiaries to their customers in their respective market areas.
Most loan customers are also depositors of that Subsidiary.  The distribution of
credits, by type of loan, are set forth in Note 3.  The distribution of
commitments to extend credit approximates the distribution of loans outstanding.
Standby letters-of-credit were granted primarily to commercial borrowers.  The
Subsidiaries, as a matter of policy, do not extend credit to any single borrower
or group of related borrowers in excess of 15% of that Subsidiary's capital at
the time of the loan closing.

       The Subsidiaries manage their loan portfolios to avoid concentration by
industry or loan size to minimize their credit exposure.  Commercial loans may
be collateralized by the assets underlying the borrower's business such as
accounts receivable, equipment, inventory, and real property.  Consumer loans
such as residential mortgage and installment loans are generally secured by the
real or personal property financed.  Commercial real estate loans are generally
secured by the underlying real property and rental agreements.

NOTE 11:  FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

       The Subsidiaries of the Corporation are parties to financial instruments
with off-balance-sheet risk in the normal course of business to meet the
financing needs of their customers.  These financial instruments include
commitments to extend credit, standby letters-of-credit, and financial
guarantees.  Those instruments involve, to varying degrees, elements of credit,
interest rate, or liquidity risk in excess of the amount recognized in the
statement of financial position.  The contract amounts of those instruments
express the extent of involvement the Subsidiaries have in particular classes of
financial instruments.

       Loan commitments are made to accommodate the financial needs of the
Subsidiaries' customers.  Standby letters-of-credit commit the Subsidiaries to
make payments on behalf of customers if certain specified future events occur.
They primarily are issued to support public and private borrowing arrangements
including commercial paper, bond financing, and similar transactions.
Historically, approximately 90 percent of the standby letters-of-credit expire
unfunded.

       Both arrangements have credit risk essentially the same as that involved
in extending loans to customers and are subject to the Subsidiaries' normal
credit policies.  Collateral is obtained based on management's credit assessment
of the customer.  In management's opinion, these commitments represent normal
banking transactions and no material losses are expected to result from them.

       There were $33,254 in variable rate commitments and $3,222 in fixed rate
commitments at year end 1996.  There were $16,458 in variable rate commitments
and $1,432 in fixed rate commitments at year end 1995.

NOTE 12:  COMMITMENTS AND CONTINGENT LIABILITIES

       Four of the Subsidiaries of the Corporation lease properties for their
branch facilities under non-cancelable operating leases which contain renewal or
purchase options.  Rent expense under these leases was $128 for the year ended
December 31, 1996, $114 for the year ended December 31, 1995, and $71 for the
year ended December 31, 1994.




                                      19
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1996
 
                             (In Thousands of Dollars Except for Per Share Data)


NOTE 12:  COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)

       Future minimum lease payments, excluding real estate taxes and insurance,
for the years ending December 31 are as follows:
<TABLE>
<S>                       <C>
            1997          $106
            1998           106
            1999           106
            2000            91
            2001            76
            Thereafter     282
            ------------------
            TOTAL         $767
            ------------------
</TABLE>

       In the ordinary course of business, there are various legal proceedings
pending against or involving the Corporation or its Subsidiaries.  Management,
after consultation with legal counsel, does not consider that the anticipated
impact, if any, arising from such pending legal proceedings is expected to have
a material adverse affect upon the consolidated financial position and
consolidated results of operations of the Corporation.

NOTE 13:  REGULATORY MATTERS

       The Corporation is a bank holding company subject to supervision and
regulation by the Board of Governors of the Federal Reserve System under the
Bank Holding Company Act of 1956.  As a bank holding company, the Corporation's
activities are limited to the business of banking and activities closely related
or incidental to banking.

       The payment of dividends to shareholders by Commercial BancShares, Inc.
is not encumbered by any restrictive provisions in its long-term indentures.
There are, however, limitations set by law on the amount of funds available to
Commercial BancShares, Inc. from its Subsidiaries.  Dividends may be paid out of
funds legally available therefore subject to the restrictions set forth in West
Virginia Code, Section 31A-4-25, which provides that prior approval of the West
Virginia Commissioner of Banking is required if the total of all dividends
declared by a state bank in any calendar year will exceed the bank's net profits
for that year combined with its retained net profits for the preceding two
years.  The amount of funds legally available for distribution of dividends by
the Subsidiaries to the Corporation without prior approval from regulatory
authorities at December 31, 1996, was $6,276.

       The Federal Reserve Board has issued standards requiring banks and bank
holding companies to maintain minimum amounts of capital to total "risk-
weighted" assets, as defined by the banking regulators.  The Federal Financial
Institutions Examination Council (FFIEC) announced on December 23, 1992, among
other things, that beginning in 1993, Federally supervised banks and savings
associations should report deferred tax assets in accordance with generally
accepted accounting principles in the regulatory reports filed with the
respective Federal regulatory agencies beginning with the quarter ending March
31, 1993.  The Board of Governors of the Federal Reserve System issued revisions
to capital adequacy guidelines whereby the Board indicated they will allow
adoption of the new standard for regulatory reporting purposes.

       The Board also adopted the FFIEC's recommendation with respect to
limiting the amount of deferred tax assets that can be used to meet risk-based
capital requirements.  This recommendation limits deferred tax assets to those
assets which may be realized from income taxes paid in prior carryback years,
the reversal of future taxable temporary differences, and the lesser of:  (1)
the amount of deferred tax assets expected to be realized within one year of the
quarter-end date based on future taxable income (exclusive of tax carryforwards
and reversals of existing temporary differences) for that year, or (2) ten
percent of Tier 1 capital.  The Corporation did not use the deferred tax asset
at December 31, 1996 and 1995 in computing regulatory risk-based capital.



                                      20
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1996
 
                             (In Thousands of Dollars Except for Per Share Data)


NOTE 12:  REGULATORY MATTERS (CONTINUED)

       The following table summarizes the Corporation's actual consolidated
total and Tier 1 risk-based capital amounts and ratios, and leverage capital
amounts and ratios, as well as regulatory minimums, for the years ended:
<TABLE>
<CAPTION>
                               DECEMBER 31, 1996       DECEMBER 31, 1995
                                AMOUNT   PERCENT        AMOUNT   PERCENT
<S>                            <C>       <C>           <C>       <C>
Tier 1 Risk-Based Capital                           
 Actual                        $ 40,583    14.42%      $ 36,550    14.25%
 Required                      $ 11,254     4.00%      $ 10,261     4.00%
Total Risk-Based Capital                            
 Actual                        $ 44,100    15.67%      $ 39,756    15.50%
 Required                      $ 22,508     8.00%      $ 20,522     8.00%
Risk Adjusted Assets           $281,352                $256,519
Leverage Ratio                                      
 Actual                        $ 40,583     9.87%      $ 36,550     9.51%
 Minimum Required              $ 12,330     3.00%      $ 11,531     3.00%
 Maximum Required              $ 20,549     5.00%      $ 19,218     5.00%
</TABLE>

       The Corporation maintained average reserves of approximately $550 in 1996
with the Federal Reserve Bank as required by the depository agency.

NOTE 14:  POST-RETIREMENT BENEFIT PLANS

       The Corporation maintains an Employee Stock Ownership Plan with 401(k)
provisions that covers all eligible employees of the Corporation and its
Subsidiaries that qualify under the Plan's provisions.  Annual contributions are
provided in such amounts as the Board of Directors of the Corporation may
determine and amounted to $430, $460 and $297 in 1996, 1995, and 1994,
respectively.  Contributions are allocated among participants based on paid
compensation.  ESOP owned shares are considered outstanding for earnings per
share purposes, and dividends paid on these shares are treated as ordinary
dividends.

NOTE 15:  EXECUTIVE AND DIRECTOR BENEFIT PLANS

       Five of the Subsidiaries of the Corporation have established Directors'
Deferred Income Plans and Executive Supplemental Income Plans that cover certain
directors and officers of their respective banks which defer payment of
directors' fees and officer income.  The payment of the director fees will
commence at such time as the director reaches age 65.  The Executive
Supplemental Income Plan is non-contributory and non-vesting plan with benefits
payable only upon retirement of the officer.

       The subsidiary banks are funding the future payments of these plans
through an investment with a value of $4,264 and $3,329 in 1996 and 1995,
respectively.  The expense recorded for the future liability was $523, $365, and
$338 in 1996, 1995, and 1994, respectively.

       Four of the subsidiary bank's plans are primarily funded through
insurance plans underwritten by Confederation Life.  During 1994, Confederation
Life was placed in rehabilitation, resulting in a temporary freeze on the
applicable funding contracts.  It is management's opinion, based partially on
correspondence from the plan administrator, that the situation with
Confederation Life is only temporary and the effect, if any, on the funding
contracts will be immaterial.

NOTE 16:  TRANSACTIONS WITH DIRECTORS AND OFFICERS

       Some of the officers and directors (including their affiliates, families,
and entities in which they are principal owners) of the Corporation and its
Subsidiaries are customers of the Subsidiaries and have had, and are expected to
have, transactions with the Subsidiaries in the ordinary course of business.  In
addition, some officers and directors are also officers and directors of
corporations which are customers of the Subsidiaries and have had, and are
expected to have, transactions with the Subsidiaries in the ordinary course of
business.  These transactions with officers and directors were made on the same
terms, including interest rates, collateral, and repayment terms, as those
prevailing at the time for comparable transactions with the general public and
none of these transactions involve more than the normal risk of collectibility
or present other unfavorable features.


                                      21
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1996
 
                             (In Thousands of Dollars Except for Per Share Data)


NOTE 12:  TRANSACTIONS WITH OFFICERS AND DIRECTORS (CONTINUED)

       Indebtedness of related parties is summarized as follows for the years
ended:
<TABLE>
<CAPTION>
                                         DECEMBER 31,
                                       1996       1995
<S>                                  <C>        <C>
BALANCE AT BEGINNING OF YEAR         $ 15,597   $ 18,132
 Repayments                           (14,516)   (12,487)
 Borrowings                            14,833      9,952
 -------------------------------------------------------
BALANCE AT END OF YEAR               $ 15,914   $ 15,597
--------------------------------------------------------
</TABLE> 

NOTE 17: OTHER OPERATING EXPENSES

       The following represents the major expense classifications included in
other operating expenses for the years ended:
<TABLE>
<CAPTION>
                                                                       DECEMBER 31,
                                                                   1996   1995    1994
<S>                                                                <C>    <C>    <C>
EDP Processing and Services                                        $ 379  $ 412  $  390
Professional and Directors Fees                                    $ 621  $ 997  $1,335
Advertising and Public Relations                                   $ 405  $ 302  $  307
Deposit and Liability Insurance                                    $ 117  $ 551  $  755
Franchise and Other Taxes                                          $ 367  $ 281  $  282
</TABLE>

NOTE 18:  DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

       The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of SFAS Number 107,
Disclosures about Fair Value of Financial Instruments.  The estimated fair value
amounts have been determined by the Corporation using available market
information and appropriate valuation methodologies.  However, considerable
judgment is necessarily required to interpret market data to develop the
estimates of fair value.
       Accordingly, the estimates presented herein are not necessarily
indicative of the amounts the Corporation could realize in a current market
exchange. The use of different market assumptions and/or estimation
methodologies may have a material effect on the estimated fair value amounts.
<TABLE>
<CAPTION>
                                                                               DECEMBER 31, 1996           DECEMBER 31, 1995
                                                                             CARRYING   ESTIMATED        CARRYING   ESTIMATED
                                                                             AMOUNT     FAIR VALUE       AMOUNT     FAIR VALUE
<S>                                                                          <C>        <C>              <C>        <C>
FINANCIAL ASSETS:                                                                                   
Cash and Short-Term Investments                                               $ 24,271    $ 24,271        $ 19,208    $ 19,208
Marketable Securities                                                         $ 75,021    $ 75,386        $ 87,424    $ 88,041
Loans, Net                                                                    $297,515    $295,620        $263,986    $254,487
FINANCIAL LIABILITIES:                                                                              
Demand Deposits                                                               $ 89,851    $ 89,851        $ 91,206    $ 91,206
Time Deposits                                                                 $269,989    $269,734        $249,378    $250,359
</TABLE>
 
Cash and Cash Equivalents
-------------------------
 
       The carrying amounts reported in the Consolidated Balance Sheet for cash
and cash equivalents approximate those assets' fair values.

Federal Funds Sold
------------------
       For Federal Funds sold, the carrying value approximates its fair value.

Investment Securities
---------------------

       Fair values for investment securities are based on quoted market prices,
where available.  If quoted market prices are not available, fair values are
based on quoted market prices of comparable instruments.





                                      22
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1996
 
                             (In Thousands of Dollars Except for Per Share Data)


NOTE 12:  DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

Loans
-----
       For variable-rate loans that reprice frequently and with no significant
change in credit risk, fair values are based on carrying amounts.  The fair
values for other loans (for example, fixed rate commercial real estate and
rental property mortgage loans and commercial and industrial loans) are
estimated using discounted cash flow analysis, based on interest rates currently
being offered for loans with similar terms to borrowers of similar credit
quality.  Loan fair value estimates include judgments regarding future expected
loss experience and risk characteristics.  The carrying amount of accrued
interest receivable approximates its fair value.

Deposits
--------

       The fair values disclosed for demand deposits (for example, interest and
non-interest bearing checking accounts, regular savings, and certain types of
money market accounts) are, by definition, equal to the amount payable on demand
at the reporting date (that is, their carrying amounts).  The fair values for
certificates of deposit are estimated using a discounted cash flow calculation
that applies interest rates currently being offered on certificates to a
schedule of aggregated contractual maturities on such time deposits.  The
carrying amount of accrued interest payable approximates fair value.

Off-Balance-Sheet Instruments
-----------------------------

       Commitments to extend credit were evaluated and fair value was based on
the fees currently charged to enter into similar agreements, taking into account
the remaining terms of the agreements and the present creditworthiness of the
counterparties.  The estimated fair values of these commitments approximate
their carrying value.

       The fair value estimates presented herein are based on pertinent
information available to management as of December 31, 1996.  Although
management is not aware of any factors that would significantly affect the
estimated fair value amounts, such amounts have not been comprehensively
revalued for purposes of these financial statements since that date and,
therefore, current estimates of fair value may differ significantly from the
amounts presented herein.



                                      23
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1996
 
                             (In Thousands of Dollars Except for Per Share Data)

NOTE 19:  CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY
       The following financial statements reflect the financial position and
results of operations of Commercial BancShares, Inc. and Subsidiaries (Parent
Company Only).
                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                          DECEMBER 31,
                                                                        1996         1995
<S>                                                                 <C>           <C>
ASSETS
 Cash and Due from Banks (Substantially All from Subsidiaries)       $ 3,052,368  $ 3,852,339
 Accounts Receivable                                                     640,616    1,099,199
 Investment Securities - Available for Sale                              484,636          -0-
 Investment in Subsidiaries (Equity Basis)                            35,937,326   32,798,798
 Loans                                                                   248,654      255,331
 Premises and Equipment - Net                                            352,978      422,558
 Other Assets                                                            924,612      794,396
---------------------------------------------------------------------------------------------
TOTAL ASSETS                                                         $41,641,190  $39,222,621
---------------------------------------------------------------------------------------------
LIABILITIES
 Other Liabilities                                                   $   645,900  $ 1,019,147
---------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                                    $   645,900  $ 1,019,147
---------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
 Common Stock ($5.00 Par Value: 2,000,000 Shares Authorized:
  Issued Shares; 1,469,670 in 1996 and in 1995)                      $ 7,348,350  $ 7,348,350
 Additional Paid in Capital                                           10,260,865   10,261,070
 Undivided Profits                                                    23,247,030   20,229,624
 Unrealized Gain (Loss) on Securities Available-for-Sale, Net of
  Applicable Deferred Income Taxes                                       139,045      364,430
---------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY                                           $40,995,290  $38,203,474
---------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                           $41,641,190  $39,222,621
---------------------------------------------------------------------------------------------
</TABLE>

                         CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                                                   DECEMBER 31,
                                                                         1996          1995          1994
<S>                                                                  <C>           <C>           <C>
REVENUE
 Interest Income                                                      $   12,627    $   21,471    $     (422)
 Management Fees from Subsidiaries                                     1,205,511     1,064,863       981,855
 Dividends from Subsidiaries                                           1,942,000     4,621,000     2,599,235
 Other Dividend Income                                                     3,191           -0-           -0-
 Other Income                                                              7,976        71,595            80
 Security Gains                                                              -0-           -0-       102,717
------------------------------------------------------------------------------------------------------------
TOTAL REVENUE                                                         $3,171,305    $5,778,929    $3,683,465
------------------------------------------------------------------------------------------------------------
EXPENSES
 Employee Compensation and Benefits                                   $1,290,039    $1,242,682    $  906,408
 Occupancy Expense, Net of Revenues                                       62,064        61,366        65,697
 Furniture and Equipment Expense                                         190,314       255,792       236,519
 Other Operating Expenses                                                564,733       449,707       536,822
------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES                                                        $2,107,150    $2,009,547    $1,745,446
------------------------------------------------------------------------------------------------------------
 Income (Loss) before Income Taxes, Equity in
  Undistributed Net Income of Subsidiaries                            $1,064,155    $3,769,382    $1,938,019
 Applicable Income Taxes (Benefit)                                      (329,781)     (386,777)     (160,273)
------------------------------------------------------------------------------------------------------------
 Income before Equity in Undistributed Net Income of Subsidiaries     $1,393,936    $4,156,159    $2,098,292
 Equity in Undistributed Net Income                                    3,387,075       589,344     2,299,445
------------------------------------------------------------------------------------------------------------
NET INCOME                                                            $4,781,011    $4,745,503    $4,397,737
------------------------------------------------------------------------------------------------------------

</TABLE>


                                      24
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1996
 
                             (In Thousands of Dollars Except for Per Share Data)


NOTE 19:  CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY (CONTINUED)
 
                       CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                                   1996           1995           1994
<S>                                                            <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                                      $ 4,781,011    $ 4,745,503    $ 4,397,737
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
 Depreciation                                                       110,214        152,174        170,061
 Net Amortization of Purchase Accounting Adjustments                 64,407         75,722         83,260
 Undistributed Net (Income) Loss of Subsidiaries                 (3,387,075)      (589,344)    (2,299,445)
 Provision for Deferred Taxes                                        (8,925)       (21,210)           -0-
 (Gain) Loss from Sale of Investments                                   -0-            -0-       (102,717)
 Income Tax Benefit                                                (320,856)      (365,567)      (160,273)
 Other Changes in Assets and Liabilities                            205,046        361,782       (646,067)
---------------------------------------------------------------------------------------------------------
TOTAL ADJUSTMENTS                                               $(3,337,189)   $  (386,443)   $(2,955,181)
---------------------------------------------------------------------------------------------------------
NET CASH FLOWS FROM OPERATING ACTIVITIES                        $ 1,443,822    $ 4,359,060    $ 1,442,556
---------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
---------------------------------------------------------------------------------------------------------
 Proceeds from Sale of Investments Available-for-Sale           $       -0-    $       -0-    $   394,740
 Proceeds from Sale of Capitalized Assets                               -0-          1,458            -0-
 Net Decrease in Loans                                                6,677            -0-            -0-
 Capitalized Expenditures                                           (40,634)      (242,940)       (24,946)
 Purchases of Investments Available-for-Sale                       (446,027)           -0-            -0-
---------------------------------------------------------------------------------------------------------
NET CASH FLOWS FROM INVESTING ACTIVITIES                        $  (479,984)   $  (241,482)   $   369,794
---------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
---------------------------------------------------------------------------------------------------------
 Proceeds from Issuance of Common Stock                         $       -0-    $    88,105    $       -0-
 Proceeds from Sale of Treasury Stock                                   -0-        317,040        204,715
 Payment for Fractional Shares of Converted Preferred Stock            (205)          (995)        (5,993)
 Cash Dividends Paid                                             (1,763,604)    (1,637,497)    (1,461,170)
---------------------------------------------------------------------------------------------------------
NET CASH FLOWS FROM FINANCING ACTIVITIES                        $(1,763,809)   $(1,233,347)   $(1,262,448)
---------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH                                 $  (799,971)   $ 2,884,231    $   549,902
---------------------------------------------------------------------------------------------------------
CASH AT BEGINNING OF YEAR                                         3,852,339        968,108        418,206
---------------------------------------------------------------------------------------------------------
CASH AT END OF YEAR                                             $ 3,052,368    $ 3,852,339    $   968,108
---------------------------------------------------------------------------------------------------------
 
SUPPLEMENTARY DISCLOSURE OF CASH FLOWS INFORMATION
 Cash Paid during the Year for:
  Interest                                                      $       -0-    $       -0-    $       -0-
  Income Taxes                                                  $ 2,862,802    $ 1,945,381    $ 1,996,423
</TABLE>

       Principal sources of revenues for the Corporation are dividends received
from its subsidiary banks and fees for services provided to its Subsidiaries.

       Loans and extensions of credit from an affiliate must be secured in
specified amounts.  The Corporation had no borrowings outstanding from any of
its subsidiary banks during 1996.





                                      25
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 1996
 
                             (In Thousands of Dollars Except for Per Share Data)

 NOTE 20:  QUARTERLY FINANCIAL DATA (IN THOUSANDS OF DOLLARS EXCEPT FOR PER
            COMMON SHARE AND CASH DIVIDENDS PAID INFORMATION)
<TABLE>
<CAPTION>
                                                                               FIRST     SECOND      THIRD      FOURTH
                                                                              QUARTER    QUARTER    QUARTER    QUARTER      TOTAL
<S>                                                                          <C>        <C>        <C>        <C>         <C>
1996
----
  Interest Income                                                               $7,627     $7,772     $7,969     $8,077      $31,445

  Net Interest Revenue                                                          $4,369     $4,517     $4,564     $4,601      $18,051

  Provision for Possible Loan Loss                                              $  130     $  117     $  111     $  101      $   459

  Net Operating Revenue                                                         $1,436     $1,752     $1,832     $2,065      $ 7,085

  Applicable Income Taxes                                                       $  428     $  592     $  656     $  628      $ 2,304

  Net Income                                                                    $1,008     $1,160     $1,176     $1,437      $ 4,781

  Applicable to Common Stock                                                    $1,008     $1,160     $1,176     $1,437      $ 4,781

  Per Common Share                                                              $  .69     $  .79     $  .80     $  .97      $  3.25

  Cash Dividends Paid Common Stock                                              $  .30     $  .30     $  .30     $  .30      $  1.20

1995
----
  Interest Income                                                               $7,365     $7,654     $7,728     $7,678      $30,425

  Net Interest Revenue                                                          $4,461     $4,464     $4,465     $4,483      $17,873

  Provision for Possible Loan Loss                                              $  107     $  111     $  111     $   89      $   418

  Net Operating Revenue                                                         $1,711     $1,902     $1,755     $1,553      $ 6,921

  Applicable Income Taxes                                                       $  595     $  673     $  561     $  347      $ 2,176

  Net Income                                                                    $1,116     $1,229     $1,193     $1,207      $ 4,745

  Applicable to Common Stock                                                    $1,116     $1,229     $1,193     $1,207      $ 4,745

  Per Common Share                                                              $  .77     $  .84     $  .81     $  .82      $  3.24

  Cash Dividends Paid Common Stock                                              $  .28     $  .28     $  .28     $  .28      $  1.12

1994
----
  Interest Income                                                               $6,135     $6,637     $7,077     $7,084      $26,933

  Net Interest Revenue                                                          $3,868     $4,300     $4,567     $4,577      $17,312

  Provision for Possible Loan Loss                                              $   93     $   89     $  114     $  121      $   417

  Net Operating Revenue                                                         $1,798     $1,340     $1,953     $  833      $ 5,924

  Applicable Income Taxes                                                       $  541     $  670     $  486     $ (171)     $ 1,526

  Net Income                                                                    $  908     $1,019     $1,467     $1,004      $ 4,398

  Applicable to Common Stock                                                    $  840     $  950     $1,400     $1,004      $ 4,194

  Per Common Share                                                              $  .65     $  .74     $ 1.09     $  .78      $  3.26

  Cash Dividends Paid Common Stock                                              $  .25     $  .25     $  .25     $  .28      $  1.03
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                    Harman, Thompson, Mallory & Ice,  A. C.
                          Certified Public Accountants
                          Independent Auditors' Report
 
Board of Directors
Commercial BancShares, Inc.
Parkersburg, West Virginia

       We have audited the accompanying consolidated balance sheets of
Commercial BancShares, Inc. and Subsidiaries as of December 31, 1996 and 1995,
and the related consolidated statements of income, changes in shareholders'
equity, and cash flows for the years ended December 31, 1996, 1995, and 1994.
These consolidated financial statements are the responsibility of management.
Our responsibility is to express an opinion on these consolidated financial
statements based on our audits.

       We conducted our audits 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 consolidated 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 audits provide a
reasonable basis for our opinion.

       In our opinion, based on our audits, the consolidated financial
statements referred to above present fairly, in all material respects, the
financial position of Commercial BancShares, Inc. and Subsidiaries as of
December 31, 1996 and 1995, and the results of its operations and its cash flows
for the years ended December 31, 1996, 1995, and 1994 in conformity with
generally accepted accounting principles.

                                       /s/ Harman, Thompson, Mallory & Ice, A.C.

Parkersburg, West Virginia
February 10, 1997
 
                Towne Square,  Parkersburg, West Virginia  26102


                                      26
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Management's Discussion and Analysis of the
 Financial Condition and Results of Operations 
 
                             (In Thousands of Dollars Except Per Share Data)
 
     The purpose of this discussion is to focus on information about Commercial
BancShares, Incorporated and its financial condition and results of operations
that is not otherwise apparent from the consolidated financial statements
included in this Annual Report.  Reference should be made to those statements
and accompanying notes for an understanding of the following discussion and
analysis.



                             RESULTS OF OPERATIONS

Summary
 
     Net income for 1996 was a record $4,781, up $36, or 0.8%, from the 1995
earnings of $4,745.  Net income per share was $3.25 for 1996, an increase of
$.01 or 0.3% over the 1995 income per share.  The net income was $4,398 in 1994
and fully diluted income per share was $3.03.

     Dividends declared in 1996 amounted to $1.20 per share.  This was an
increase of 7.1% over 1995, when dividends declared were $1.12 per share.
BancShares has increased its annual dividends for each of the last nine years.
In 1994, the dividends were $1.03 per share.

     BancShares' return on average shareholders' equity was 13.19%, compared to
13.11% in 1995 and 13.61% in 1994.  Average shareholders' equity as a percentage
of average total assets was 9.08% in 1996, compared to 9.58% in 1995 and 8.94%
in 1994.  The return on total average assets for 1996 was 1.20%, compared to
1.26% in 1995 and 1.22% in 1994.

     Interest and fees on loans provide the major portion of BancShares'
revenue, amounting to 74.6% of 1996 revenues, 73.5% of 1995, and 75.2% of 1994.
Income from the interest and dividends on investment securities is also a
significant source of revenue, accounting for 14.7% of revenues in 1996, 15.7%
in 1995, and 16.9% in 1994.

Net Interest Income

     Net interest income, which is the major determinant of BancShares' income,
increased by 1.00% in 1996 after increasing 3.24% in 1995.  Factors affecting
net interest income include fluctuations in interest rates as well as changes in
the amount and type of earning assets and interest bearing liabilities.    The
increases in 1996 and 1995 were primarily due to an increase in the volume of
average earning assets, which grew $16,922 or 6.6% during 1995 and $15,843 or
4.7% during 1995.   This growth was in loans, which increased $21,694 in 1996
and $17,589 in 1995.

     During 1996 interest income increased 3.35% after growing 12.97% in 1995.
The growth in loans offset lower yields to provide the increased income.
Interest expense increased 6.71% in 1996, following an increase of 30.46% in
1995.  The increased costs came from the higher volume of time deposits.

     BancShares expects interest rates during 1997 to be relatively steady, with
a modest increase affecting the second half of the year.  Because of the stable
rate environment of 1996 continuing into 1997, the net interest margin is
expected to increase.  The effective yield of earning assets should not decline
further, and the costs of interest bearing liabilities are expected to decline
somewhat.  However, customers will often reallocate their investments,
particularly in time deposits, into the highest yielding instruments available,
slowing any reduction in the effective rate paid on deposits.  As consumers
become more willing to use non-bank investments such as mutual funds, banks'
ability to attract deposits will become more dependent upon the use of higher
rates.  Alternatively, banks may turn to other sources of funds, such as long
and short term borrowings.




                                      27
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Management's Discussion and Analysis of the
 Financial Condition and Results of Operations 
 
                             (In Thousands of Dollars Except Per Share Data)

     For more complete information regarding net interest income, the following
tables of average balances and interest rates on a fully taxable equivalent
basis are provided for the years indicated.

                      Average Balances and Interest Rates
<TABLE>
<CAPTION>
 
                                             1996                              1995                              1994
                                Average                 Yield/    Average                 Yield/    Average                 Yield/
                                Balance    Interest/2/   Rate     Balance    Interest/2/   Rate     Balance    Interest/2/   Rate
<S>                            <C>         <C>          <C>      <C>         <C>          <C>      <C>         <C>          <C>
Assets
Interest-earning assets:
  Interest-bearing deposits           
    with other banks             $    672           49    7.29%    $    639           38    5.95%    $    603           20    3.32%
  Federal funds sold                5,268          302    5.73%       7,438          535    7.19%       5,906          242    4.10%
   Taxable investments             70,383        4,405    6.26%      72,972        4,565    6.25%      75,181        4,084    5.43%
   Non-taxable investments         12,181        1,076    8.83%      12,227        1,027    8.41%      13,332        1,227    9.20%
Loans/1/                          279,476       25,979    9.30%     257,782       24,609    9.55%     240,193       21,777    9.07%
------------------------------------------------------------------------------------------------------------------------------------

TOTAL INTEREST-
   EARNING ASSETS                $367,980       31,811    8.64%    $351,058       30,774    8.77%    $335,215       27,350    8.16%
------------------------------------------------------------------------------------------------------------------------------------

Non-Interest Earning Assets:
   Cash and due from banks       $ 15,093                          $ 12,326                          $ 13,502
   Other Assets                    19,694                            17,634                            16,047
Less:  Allowance for
   Loan Losses                     -3,586                            -3,478                            -3,271
------------------------------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                     $399,181                          $377,540                          $361,493
------------------------------------------------------------------------------------------------------------------------------------

 
Liabilities and
Shareholders' Equity
Interest-bearing Liabilities:
   Savings Deposits              $ 71,291        2,171    3.05%    $ 75,130        2,255    3.00%    $ 79,016        2,295    2.90%
   NOW, MMDA Accounts              55,083        1,305    2.37%      59,647        1,408    2.36%      60,846        1,458    2.40%
   Time Deposits                  176,976        9,604    5.43%     154,324        8,498    5.51%     133,119        5,617    4.22%
------------------------------------------------------------------------------------------------------------------------------------

TOTAL DEPOSITS                   $303,350       13,080    4.31%    $289,101       12,161    4.21%    $272,981        9,370    3.43%
   Other Borrowed Funds             5,399          314    5.82%       5,236          391    7.47%       6,370          251    3.94%
------------------------------------------------------------------------------------------------------------------------------------

 
TOTAL INTEREST-
   BEARING LIABILITIES           $308,749       13,394    4.34%    $294,337       12,552    4.26%    $279,351        9,621    3.44%
------------------------------------------------------------------------------------------------------------------------------------

Non-interest Bearing
  Liabilities:
   Demand Deposits                 46,902                            43,410                            46,287
   Other Liabilities                7,284                             3,612                             3,539
------------------------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES                $362,935                          $341,159                          $329,177
------------------------------------------------------------------------------------------------------------------------------------

Shareholders' Equity               36,246                            36,181                            32,316
------------------------------------------------------------------------------------------------------------------------------------

LIABILITIES AND
SHAREHOLDERS' EQUITY             $399,181                          $377,540                          $361,493
------------------------------------------------------------------------------------------------------------------------------------

Net Interest Earnings                          $18,417                           $18,222                           $17,728
Net Yield on
 Interest-earning Assets                                  5.00%                             5.19%                             5.29%
 
 
</TABLE>
/1/ For the purpose of these computations, nonaccruing loans are included in the
daily average loan amounts outstanding.
/2/ Interest received on tax-exempt investments is calculated on a fully taxable
equivalent at the 34% rate.
 
                                      28
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Management's Discussion and Analysis of the
 Financial Condition and Results of Operations 
 
                             (In Thousands of Dollars Except Per Share Data)

The following table presents the changes in interest income and interest expense
resulting from changes in interest rates and changes in the volume of interest-
earning assets and interest-bearing liabilities.  Changes attributable to both
rate and volume that cannot be segregated have been allocated in proportion to
the changes due to rate and volume.
<TABLE>
<CAPTION>
 
                           Rate/Volume Analysis of Net Interest Revenue
                                 (Fully Taxable Equivalent Basis)
 
                                           1996 Compared to 1995          1995 Compared to 1994
                                       Increase (Decrease)            Increase (Decrease)
                                              Due to                         Due to
                                         Volume      Rate      Net     Volume      Rate       Net
<S>                                    <C>          <C>      <C>      <C>        <C>        <C>
Interest bearing deposits with
   other banks                             $    2    $   9   $   11     $    1     $   17   $   18
Federal funds sold                           (137)     (96)    (233)        75        218      293
Taxable investments                          (167)       7     (160)      (122)       603      481
Non-taxable investments                        (4)      53       49        (98)      (102)    (200)
Loans                                       2,028     (658)   1,370      1,659      1,173    2,832
--------------------------------------------------------------------------------------------------
 TOTAL INTEREST EARNING ASSETS             $1,722    $(685)  $1,037     $1,515     $1,909   $3,424
--------------------------------------------------------------------------------------------------
 
Savings deposits                           $ (120)   $  36   $  (84)    $ (116)    $   76   $  (40)
NOW, MMDA accounts                           (109)       6     (103)       (27)       (23)     (50)
Time deposits                               1,231     (125)   1,106        987      1,894    2,881
Other borrowed funds                           12      (89)     (77)       (52)       191      139
--------------------------------------------------------------------------------------------------
 TOTAL INTEREST BEARING LIABILITIES        $1,014    $(172)  $  842     $  792     $2,138   $2,930
--------------------------------------------------------------------------------------------------
 
</TABLE>

Other Income

          Non-interest income increased 12.09% in 1996, following a 49.83%
increase in 1995.  Trust department income increased 7.89% in 1996 after growing
29.30% in 1995.  Income for the department is affected by changes in the volume
of estates being handled, as well as the value of assets owned.  Service
charges, fees and commissions increased 7.09% in 1996, compared with a 1.80%
decrease in 1995.

          There were securities gains of $26 in 1996, which largely resulted
from a bond being called.  This compared to losses of $1 in 1995. There were
securities losses of $220 in 1994, when lower-yielding securities were sold late
in the year.  BancShares does not operate a trading account.

          All other income increased to $1,336 in 1996, up from $1,137 in 1995
and $485 in 1994.  A gain on sale of other real estate created the growth in the
1996 figure.

Other Expense

          Non-interest expenses were $13,891 in 1996, compared to $13,553 in
1995 and $12,986 in 1994.  Employee compensation and benefits increased $246
(3.29%) in 1996, following a $486 rise in 1995. Furniture and equipment expense
decreased 7.07% in 1996, after increasing 5.13% in 1995.  Occupancy expense
decreased 4.44% in 1996, following an increase of 33.33% in 1995.  The 1995
increases in these two categories were related to the expenses associated with
the expansion of a branch office and purchase of computers.  Other operating
expenses increased 4.88% in 1996, compared to a decrease of 4.43% in 1995.
Contributing to the increase were professional fees and charitable donations.

Income Taxes

          Income tax expense includes federal income tax and West Virginia
income tax accrued by BancShares.  The effective tax rate was 33% in 1996, 31%
in 1995 and 26% in 1994.  Tax exempt investment and loan income are the primary
reason the effective tax rate is less than the Federal statutory rate of 34%. A
decrease in nontaxable interest income in 1996, an increase in the effective
state income tax rate, and other items combined to cause the increase in the
1996 effective tax rate.



                                      29
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Management's Discussion and Analysis of the
 Financial Condition and Results of Operations 
 
                             (In Thousands of Dollars Except Per Share Data)

                              FINANCIAL CONDITION

Asset/Liability Management

          The primary functions of asset/liability management are to assure
adequate liquidity and maintain an appropriate balance between interest-
sensitive earning assets and interest-bearing liabilities.  Liquidity management
involves the ability to meet the cash flow requirements of customers who may be
either depositors wanting to withdraw funds or borrowers needing assurance that
sufficient funds will be available to meet their credit needs.  Interest rate
sensitivity management seeks to minimize the risk of reduction in net interest
income that could result from fluctuations in market interest rates.

Interest Rate Sensitivity

          The repricing schedule that follows reflects the contractual maturity
or repricing of each of BancShares' rate sensitive assets and liabilities held
at December 31, 1996.  While most assets and liabilities reprice either at
maturity or according to contractual terms, several balance sheet components
demonstrate characteristics that require adjustments to more accurately reflect
their pricing behavior.  Assumptions based on historical pricing relationships
and anticipated market reactions are made to certain core deposits to reflect
the elasticity of the changes in their interest rates relative to the changes in
market interest rates.  In addition, estimates are made regarding early loan and
security repayments.  These adjustments provide a more accurate picture of
BancShares' interest rate risk profile than the repricing schedule.  Management
considers the adjusted information in making its decisions regarding the pricing
of loans and deposits and the purchase or sale of assets.

          The following table shows the interest sensitivity gaps for four 
different time intervals as of December 31, 1996.
<TABLE>
<CAPTION>
 
 
                                              0-90                     91-365                     1 Year                    Over
                                              Days                      Days                     to 5 Yrs                  5 Yrs
<S>                                        <C>                        <C>                        <C>                       <C>
Federal funds sold                         $  5,000                   $    -0-                   $    -0-                  $   -0-
Investment securities                         2,100                     12,185                     46,318                   14,418
Loans                                       101,605                     43,011                    111,700                   41,199
Other interest-earning                          669                        -0-                        -0-                      -0-
----------------------------------------------------------------------------------------------------------------------------------
Total rate sensitive assets                $109,374                   $ 55,196                   $158,018                  $55,617
----------------------------------------------------------------------------------------------------------------------------------
Interest-bearing demand 
 deposits/1/                               $ 20,579                   $    -0-                   $    -0-                  $20,575
Savings deposits/1/                          42,067                        -0-                        -0-                   42,068
CD's of $100,000 and more                     6,704                     14,440                     10,606                      -0-
Other time deposits                          36,364                     71,498                     46,242                      -0-
Borrowed funds                                7,540                        -0-                        -0-                      -0-
----------------------------------------------------------------------------------------------------------------------------------
Total rate sensitive
 liabilities                               $113,254                   $ 85,938                   $ 56,848                  $62,643
----------------------------------------------------------------------------------------------------------------------------------
Interest sensitivity gap                   $ (3,880)                  $(30,742)                  $101,170                  $(7,026)
Cumulative gap                             $ (3,880)                  $(34,622)                  $ 66,548                  $59,522
Cumulative gap/rate   
 sensitive assets                             (1.03%)                    (9.15%)                    17.60%                   15.74%
</TABLE>
 
/1/ Although interest-bearing demand deposits and savings deposits are subject
    to immediate repricing contractually, experience has shown that portions of
    those deposits are much less sensitive to rate fluctuations. The amounts
    indicated as repricing in more than 3 months are estimates by Management of
    the true sensitivity of those deposits.

    Total interest earning assets exceeded total interest bearing liabilities by
$59,522 at December 31, 1996.  This difference was funded through noninterest
bearing liabilities and shareholders' equity. The table reflects contractual
maturities of all investment securities and loans.  It does not include
assumptions regarding early loan or security repayments.  The table indicates
the total liabilities maturing or repricing within one year exceed assets
maturing or repricing within one year by $34,622.  However, repricing of some
categories of assets or liabilities is subject to competitive and other
influences beyond the control of BancShares.  Therefore, certain assets and
liabilities indicated as maturing or repricing within a certain period may, in
fact, mature or reprice in other periods or in different volumes.

                                      30

<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Management's Discussion and Analysis of the
 Financial Condition and Results of Operations 
 
                             (In Thousands of Dollars Except Per Share Data)
Loan Portfolio

    Ordinarily, BancShares' primary use of funds is to meet the loan demands of
bank customers.  The loan portfolio is the largest and most profitable component
of average earning assets, totaling 76.0% of average earning assets.  Average
total loans increased by $21,694 or 8.4% in 1996, which followed a 7.3% increase
in 1995.  As a result of net loan increases, BancShares' loan-to-deposit ratio
continued to increase in 1996, averaging 79.79%.  This compares to an average
loan-to-deposit ratio of 77.53% in 1995 and 75.23% in 1994.

    The following table shows BancShares' loan distribution at December 31 for
the years:

<TABLE>
<CAPTION>
                                                  DECEMBER 31,
                                  1996      1995      1994      1993      1992
<S>                             <C>       <C>       <C>       <C>       <C>
Commercial and Industrial       $119,568  $104,896  $103,485   $ 88,790  $ 93,216
Real Estate                      109,624   102,843    88,321     82,354    76,715
Installment and Credit Cards      68,323    56,247    64,851     51,477    53,082
---------------------------------------------------------------------------------
   Total                        $297,515  $263,986  $256,657   $222,621  $223,013
---------------------------------------------------------------------------------
</TABLE>

    BancShares loan portfolio contains no loans to foreign borrowers.  Along
with the loans reported, BancShares also offers certain off-balance sheet
products such as letters of credit, revolving credit agreements, and other loan
commitments.  These products are offered under the same credit standards as the
loans included in the loan portfolio and are included in BancShares' risk-based
capital ratios.

Provision and Allowance for Loan Losses

    The provision for possible loan losses that is charged to operations is
based on the growth of the loan portfolio, the amount of net loan losses
incurred, and Management's estimation of potential losses based on an evaluation
of the portfolio risk and economic factors.  The allowance for loan losses was
increased by the provision for possible loan losses of $459, $58 more than net
losses of $401.  The net loss for 1996 represented 0.14% of average loans.  This
compares with a provision of $418 in 1995, when net losses were $333 (.13% of
average loans).  The provision was $417 in 1994, when net losses were $125 (.05%
of average loans).

    The reserve for possible loan losses at year end 1996 totaled $3,574 (1.20%
of total loans), as compared to $3,516 (1.33% of total loans) in 1995.

    The following table summarizes BancShares' loan loss experience for each of
the five years ended December 31:

<TABLE>
<CAPTION>
                                                     DECEMBER 31,
                                       1996     1995     1994     1993     1992
<S>                                   <C>      <C>      <C>      <C>      <C>
Balance at January 1                  $3,516   $3,430   $3,138   $2,958   $2,360
Charge-offs:
   Commercial loans                   $  281   $  148   $   81   $   74   $  406
   Real estate                             9       26       43       51       25
   Consumer                              194      254      121      155      268
--------------------------------------------------------------------------------
Total Charge-offs                     $  484   $  428      245   $  280   $  699
--------------------------------------------------------------------------------
Recoveries:
   Commercial loans                       37       32       53      124      210
   Real estate                             4       13        7       15       10
   Consumer                               42       51       60       74       94
--------------------------------------------------------------------------------
Total Recoveries                      $   83   $   95   $  120   $  213   $  314
--------------------------------------------------------------------------------
Net Charge-offs                          401      333      125   $   67   $  385
Additions charged to operations/1/       459      418      417      247      983
--------------------------------------------------------------------------------
Balance at December 31                $3,574   $3,516   $3,430   $3,138   $2,958
--------------------------------------------------------------------------------
Ratio of net charge-offs
   to average loans outstanding         0.14%    0.13%    0.05%    0.03%    0.18%
</TABLE>
/1/ The amount charged to operations and the related balance in the reserve for
    loan losses is based upon periodic evaluations of the loan portfolio by
    management.  These evaluations consider several important factors including,
    but not limited to, general economic conditions, loan portfolio composition,
    prior loan loss experience, and management's estimation of future potential
    losses.


                                      31
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Management's Discussion and Analysis of the
 Financial Condition and Results of Operations 
 
                             (In Thousands of Dollars Except Per Share Data)
 
The following table shows an allocation of the allowance for loan losses for
each of the years ended:
<TABLE>
<CAPTION>
                                                          December 31,
                         1996                 1995                 1994                 1993                 1992
                            Percent              Percent              Percent              Percent              Percent
                           of loans             of loans             of loans             of loans             of loans
                            in each              in each              in each              in each              in each
                           category             category             category             category             category
                           to total             to total             to total             to total             to total
                   Amount    loans      Amount    loans      Amount    loans      Amount    loans      Amount    loans
<S>                <C>     <C>          <C>     <C>          <C>     <C>          <C>     <C>          <C>     <C>
Commercial and                                                                                  
  Industrial       $1,437      40.2%    $1,399      39.8%    $1,382      40.3%    $1,252      39.9%    $1,236      41.8%
Real estate         1,315      36.8%     1,269      36.1%     1,180      34.4%     1,161      37.0%     1,017      34.4%
Consumer              822      23.0%       848      24.1%       868      25.3%       725     23. 1%       705      23.8%
------------------------------------------------------------------------------------------------------------------------
Total              $3,574     100.0%    $3,516     100.0%    $3,430     100.0%    $3,138     100.0%    $2,958     100.0%
------------------------------------------------------------------------------------------------------------------------
</TABLE>

    Commercial BancShares, Inc. does not follow the practice of allocating
the allowance for loan losses by loan category, therefore, the amounts allocated
for this schedule were based on the percentage of loans in each category to
total loans as of the end of each period.
 
Under-Performing Assets
 
    The following table summarizes BancShares' under-performing assets for
the years ended
<TABLE>
<CAPTION>
                                                                    December 31
                                               1996         1995       1994       1993       1992
<S>                                       <C>          <C>          <C>        <C>        <C>
Accruing Loans Past due                                                                 
  90 days or more                            $  251       $  990     $  464     $  338     $  464
-------------------------------------------------------------------------------------------------
Principal amount of nonaccrual                                                          
 loans at year end                              505          821        739        355        766
Restructured loans                            2,389        1,399      1,403        121         86
-------------------------------------------------------------------------------------------------
                                             $2,894       $2,220     $2,142     $  476     $  852
                                                                                        
Other real estate acquired in                                                           
 satisfaction of loans                       $  956       $1,652     $1,329     $1,274     $1,593
-------------------------------------------------------------------------------------------------
                                                                                        
Total under-performing assets                $4,101       $4,862     $3,935     $2,088     $2,909
-------------------------------------------------------------------------------------------------
</TABLE>

Securities

    BancShares' securities portfolio, including securities available for sale
plus investment securities held to maturity, decreased $12,304 or 14.19% from
December 31, 1995, to December 31, 1996.  The largest portion of the portfolio
at year-end 1996 was invested in U.S. government and agency securities, which
totaled $29,690 and comprise 39.58% of the carrying value of total investments.

    The following table sets forth the maturities of investment securities at
December 31, 1996, and the weighted average yields of such securities
(calculated after adjusting annualized interest revenue for the accretion of
discounts and the amortization of premiums).  Tax-equivalent adjustments (using
a 34% rate) have been made in calculating yield on obligations of states and
political subdivisions.
<TABLE>
<CAPTION>
 
                                                                   MATURING IN
                                                          After 1               After 5        
                                     1 Year               Year to              Years to                Over
                                    or Less               5 Years              10 Years              10 Years
                               Amount    Yield       Amount    Yield       Amount    Yield       Amount    Yield
                                                                                            
<S>                            <C>      <C>          <C>      <C>          <C>     <C>           <C>     <C>
U.S. Treasury and other        $13,503     6.47%     $40,255     6.38%     $2,949      5.90%     $4,313      6.29%
   U.S. government agencies                                                                 
States and political               822     8.19%       5,525     8.14%      3,903      8.21%      1,707      9.61%
   subdivisions                                                                             
Other                               25     6.65%         -0-                  -0-                   105      6.37%
-----------------------------------------------------------------------------------------------------------------
         Total                 $14,350     6.57%     $45,780     6.59%     $6,852      7.21%     $6,125      7.22%
-----------------------------------------------------------------------------------------------------------------
</TABLE>



                                      32
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Management's Discussion and Analysis of the
 Financial Condition and Results of Operations 

                                (In Thousands of Dollars Except Per Share Data)
 
Liquidity and Funding

    Deposits are the largest, most stable, and generally least costly source of
funds for BancShares.  During 1996, average deposits increased $17,741 (5.3%)
compared to $13,243 (4.1%) in 1995.  At December 31, 1996, deposits represented
120.9% of total loans, compared to 129.1% at December 31, 1995.

    Available to BancShares are short-term market-rate liabilities, including
Federal funds purchased and securities sold under agreements to repurchase.
These instruments are currently used to accommodate customers and, on a limited
basis, to provide a short-term source of funds.  Three of BancShares'
subsidiaries are members of the Federal Home Loan Bank of Pittsburgh, which
makes available to its members a number of credit products, any or all of which
could be used to meet liquidity needs.  Additionally, BancShares is aware of
several brokers who could, in a short time, provide large amounts of
certificates of deposit at market rates.  None of BancShares' banks currently
use or intend to use brokered funds, but the source exists should liquidity
needs require its use.  BancShares' banks also have extensions of credit that
are guaranteed by U. S. government agencies and are, therefore, salable.

    Cash and due from banks are BancShares' most liquid assets.  At December 31,
1996, cash and due from banks totaled $18,602, an increase of $1,859 (11.1%)
from December 31, 1995. Marketable investment securities, particularly those of
short maturities, and Federal funds sold are also sources of asset liquidity.
Securities maturing in one year or less amounted to $14,350 at December 31,
1996, representing 19.3% of the investment portfolio.  Federal funds sold at
December 31, 1996, were $5,000.  Along with these scheduled maturities, there
will be repayments of mortgage backed securities and the possible early
redemption of callable securities.

Capital Resources
    The following table presents the total common shareholders' equity in
thousands of dollars and the book value per common share at December 31 of the
years indicated.
<TABLE>
<CAPTION>
                                1996     1995
<S>                            <C>      <C>
Common Shareholders' Equity    $40,995  $38,203
Book Value Per Share           $ 27.89  $ 25.99
</TABLE>

    Besides meeting regulatory capital requirements, a certain level of capital
growth must be achieved to maintain appropriate ratios of equity to total
assets.  As shown in the table on selected financial data, growth in total
average assets was 5.7% in 1996 and 4.4% in 1995.  To maintain appropriate
ratios of equity to total assets, a corresponding level of capital growth must
be achieved.  During 1996 total shareholders' equity grew 7.31%, following an
increase of 13.7% in 1995, as shown in the table of Selected Financial Data.
BancShares expects to continue to rely on internal capital growth as the primary
means of maintaining capital adequacy.
 
    The following table illustrates the relationship between earnings 
retention and internal capital growth.
<TABLE>
<CAPTION>
                                                  1996                   1995                   1994
<S>                                              <C>                    <C>                    <C>
Return on equity                                 13.19%                 13.11%                 13.61%
times
Earnings retained                                63.10%                 65.50%                 62.85%
equals
Internal capital growth                           8.32%                  8.59%                  8.55%
</TABLE>

      Management intends to continue its efforts to increase BancShares' return
on assets while maintaining a dividend payout consistent with others in the
banking industry.  BancShares expects to pay quarterly cash dividends during
1997.


                                      33
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Management's Discussion and Analysis of the
 Financial Condition and Results of Operations 
 
                             (In Thousands of Dollars Except Per Share Data)

Financial Ratios

   One means of measuring the results of operations is analysis of various
ratios.  Two widely recognized performance indicators are the return on equity
and the return on assets.  The following table sets forth those and other ratios
frequently used in analyzing bank holding company financial statements.  For the
years ended:
<TABLE>
<CAPTION>
 
                                           DECEMBER 31,
                                       1996    1995    1994
<S>                                   <C>     <C>     <C>
Profitability ratios:
   Rate of Return/1/ on Average:
      Earning Assets                       1.30%   1.35%   1.31%
      Total Assets                         1.20%   1.26%   1.22%
      Total Shareholders' Equity          13.19%  13.11%  13.61%
Liquidity and Capital Ratios:
   Average Shareholders' Equity to
      Average Earning Assets               9.85%  10.31%   9.64%
   Average Shareholders' Equity to
      Average Total Assets                 9.08%   9.58%   8.94%
Common Dividend Payout Ratio/2/           36.90%  34.50%  29.97%
</TABLE>

Notes:
       /1/ Based on Net Income
       /2/ Cash dividends declared on common stock as a percentage of net income
           applicable to common stock.



                                      34
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Market for the Registrant's Common Stock


     Commercial BancShares, Incorporated's common stock began trading on the
American Stock Exchange on June 27, 1996. It trades under the symbol CWV.
Before Commercial's common stock was listed on the AMEX, Legg Mason Wood Walker
had been an active market maker and several trades were initiated through
Hazlett, Burt & Watson, Inc., although that firm was not considered to be making
a market in BancShares stock.  On December 31, 1996, the total number of holders
of Commercial BancShares, Inc. common stock was 1,139.

     The tables below present the high and low sales price reported for
Commercial BancShares, Incorporated, and the cash dividends declared on common
stock in each quarter of the past five years.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------- 
Market Value of Common Stock:
(In Dollars)
                                                  1996          1995          1994          1993          1992
<S>                                       <C>            <C>           <C>           <C>           <C>
First Quarter                             $33.25-35.00   $30.00-31.00  $28.50-29.50  $24.00-25.00  $18.50
Second Quarter                            $34.25-37.50   $30.25-31.25  $28.50-29.50  $26.00-27.00  $19.50
Third Quarter                             $37.50-39.375  $32.00-33.00  $28.50-29.50  $27.00-29.00  $20.00
Fourth Quarter                            $39.00-40.25   $33.00-34.00  $29.50-30.50  $28.00-29.50  $21.00-22.00
--------------------------------------------------------------------------------------------------------------- 
Cash Dividends Declared on Common Stock:
(In Dollars)
 
                                                   1996          1995          1994          1993          1992
 
First Quarter                             $         .30  $        .28  $        .25  $        .23  $        .20
Second Quarter                                      .30           .28           .25           .23           .20
Third Quarter                                       .30           .28           .25           .23           .20
Fourth Quarter                                      .30           .28           .28           .25           .23
 
</TABLE>







                                      35
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Directors

<TABLE>
<CAPTION>
Commercial BancShares, Inc.     Commercial Banking and        Jackson County Bank
                                Trust Company                
<S>                             <C>                           <C>
William E. Mildren, Jr.                                       Bruce Bingham
Chairman, President &           William E. Mildren, Jr.       Chairman
Chief Executive Officer         Chairman                      Robert P. Hartley
Bruce Bingham                   Carl E. Dollman               President, Hartley Oil
                                                              Company
Chairman, Jackson County        Retired                       Incorporated &
 Bank                                                         Subsidiaries
Frank L. Christy                Peyton J. Dudley              Larry G. Johnson
Real Estate Developer           J.W. Dudley Sons Company      Executive Vice
                                                              President & CFO,
A. V. Criss, III                Larry G. Johnson              Commercial BancShares,
                                                               Inc.
President, Century Block,       Executive Vice President      Charles V. Kelly, O.D.
 Inc.                            & CFO,                       
President, Century              Commercial BancShares, Inc.   Retired Optometrist
 Limestone, Inc.                                        
Vice President, Atlas           Arthur A. Maher               Thomas M. Lookabaugh
 Towing                                                    
Secretary-Treasurer,            Retired                       President
Bluestone Quarries, Inc.        Daniel O. Martin              William E. Mildren, Jr.
Gary R. Davis                   Executive Vice President,     Chairman,
Chairman & Chief Executive      Mullen Motors Company         Commercial BancShares, Inc.
 Officer,                                                     
Union Bank of Tyler County      William E. Mildren            A. Clark Ritchie
Wilson Davis                    Retired Chairman              Real Estate Developer
Chairman & President,           Jack F. Poe                   Data Processing Consultant
                                                              
The Community Bank              Retired President             W.S. Ritchie, Jr.
Carl E. Dollman                 Donald L. Scothorn            Self-Employed
Retired                         President & Chief             Stephen F. Seaman
                                 Executive Officer            
James A. Meagle, Jr.            James W. Swearingen           Merchant - Almeda's
President & Chief               Retired                       Thomas N. Webster
 Executive Officer,                                        
The Dime Bank                   Robert K. Tebay               Vice-Chairman,
David L. Mendenhall             Owner-Operator, Tebay         Commercial BancShares,
                                 Dairy                         Inc.
President & Chief               Thomas N. Webster            
 Executive Officer,                                        
The Bank of Paden City          Vice-Chairman,               
Jack F. Poe                     Commercial BancShares, Inc.   Farmers & Merchants Bank
                                                              of Ritchie County
Retired                         Bert F. Hider                 
Robert E. Richardson            Director Emeritus            
Chairman, Richardson                                          Donald L. Scothorn
 Printing Corp.                                               Chairman
W. S. Ritchie, Jr.                                            
Self-Employed                                                 Bobby O. Chancey
Susan S. Ross                                                 Retired Manager,
Former Chairman,                                              Armstrong Telephone Co.
Storck Baking Company, Inc.                                   Kenneth Paul Goodnight
Donald L. Scothorn                                            President,
President & Chief                                             Allstate Energy
 Executive Officer,                                            Corporation
Commercial Banking and                                        A.D. Jackson
 Trust Co.                                                    Owner, Western Auto
James L. Wahle                                                 Store
                                                              
President,                                                    Donna L. Perine
Accu-Sort Systems, Inc.                                       President & Chief
                                                              Executive Officer
Thomas N. Webster                                             Henry D. Sassi
Vice-Chairman                                                 Vice-Chairman
Morris B. Wilkins                                          
President, Caesars Pocono                                  
 Resorts                                                   
William E. Mildren                                         
Director Emeritus                                            
</TABLE>




                                      36
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Directors
 
<TABLE>
<CAPTION>
  
 The Dime Bank                  Union Bank of Tyler        Bank of Paden City
                                County                  
                                                        
 <S>                            <C>                        <C>
 Robert E. Richardson           Gary R. Davis              Edwin P. Barrett
 Chairman                       Chairman & Chief           Retired,  D & J Auto
                                Executive Officer          Parts & Paden City Auto Parts
 Paul G. Bertram, Jr.           Timothy R. Aiken           
 Vice-Chairman                  President & Chief         
                                Operating Officer          George G. Couch
 Harry M. Cogswell              Gloria J. Burge            Owner & Administrator,
 President & Owner,             Executive Vice             New Martinsville Health
                                President                  Care Center
 Apex Feed & Supply, Inc.       Robert E. Doak             Robert M. Feldmeier
 C. Fred Hunter, Jr.            Retired Partner,           President,
                                Doak's IGA              
 Sales Director,                William P. Ingram          The Paul Wissmach Glass
                                                           Company
 Magnum Magnetics               Farmer                     Robert W. Friend
 Robert G. Kelly                Donald K. Jemison          Attorney at Law
 President,                     Retired Supervisor,        Nelson Hachem
                                Ormet Corporation       
 Quantum Leasing & Auto         Paul E. Jemison            Owner, McDonald's
  Sales, Inc.                                              Restaurant
 Walter J. McCarthy             Retired Supervisor,        New Martinsville and
                                P.P.G. Industries          St. Marys
 Real Estate Broker             David L. Mendenhall        David L. Mendenhall
 James A. Meagle, Jr.           President & Chief          President & Chief
                                Executive Officer,         Executive Officer
 President                      Bank of Paden City         Donald L. Scothorn
 William E. Mildren, Jr.        William E. Mildren, Jr.    President & Chief
 Chairman,                      Chairman,                  Executive Officer,
                                                           Commercial Banking and
                                                           Trust Co.
 Commercial BancShares, Inc.    Commercial BancShares,     Richard B. Stender
                                Inc.                    
 Richard A. Spindler            Harry S. Peters            Optometrist
 President,                     Retired Supervisor,        Lester Doak
                                Union Carbide Corp.     
 Dowling Pool Company           Owner, Peters Realty       Director Emeritus
                                Co.                     
 Dan S. Stephan, Jr.            Robert C. Sellers          June Nichols
 Vice President,                Retired Supervisor,        Director Emeritus
 Anderson-Stephan News Co.      LCP Chemicals of WV,       Norman D. Trowbridge, Sr.
                                Inc.                    
 William C. Wigal               J. Allen Woodburn          Director Emeritus
 Retired Accountant             Retired Colonel,
 Neil R. Wynn                   State of West Virginia
 President,                     Department of Natural
                                Resources
 Wynn Oil & Gas              
                                The Community Bank
                             
                                Wilson Davis
                                Chairman & President
                                Timothy R. Aiken
                                President & Chief
                                Operating Officer,
                                Union Bank of Tyler
                                County
                                Orville R. Bonnell
                                Retired Wholesale
                                Grocer
                                Gary R. Davis
                                Chairman & Chief
                                Executive Officer,
                                Union Bank of Tyler
                                County
                                Robert J. Michels
                                Owner, Michels Oil Co.
                                William F. Prunty
                                Retired Purchasing
                                Manager,
                                Equitable Gas
</TABLE>




                                      37
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Officers

<TABLE>
 
<S>                          <C>                        <C>
Commercial BancShares, Inc.  Commercial Banking         Branch Management
415 Market Street            and Trust Company          ------------------------
Parkersburg, WV  26101       415 Market Street          William P. Crites
(304) 424-0300               Parkersburg, WV  26101     Senior Vice President of
                             (304) 424-0300             Branch Operations
William E. Mildren, Jr.                                                      
Chairman, President &        William E. Mildren, Jr.    Jack D. Carr         
Chief Executive Officer      Chairman                   Vice President       
                                                                              
Thomas N. Webster            Donald L. Scothorn         Paul R. Mancuso, Jr.  
Vice-Chairman                President & Chief          Vice President        
                             Executive Officer          John O. Stewart       
Larry G. Johnson                                        Vice President        
Executive Vice President &   Thomas N. Webster          
Chief Financial Officer      Vice-Chairman              Trust Department
                                                        -----------------------
David L. Mendenhall          Commercial Loan            C. Randall Law 
Senior Vice President        Department                 Senior Vice President
                             -------------------------  & Senior Trust Officer
Donald L. Scothorn           David M. Righter                                 
Senior Vice President        Senior Vice President      Charlotte J. Potter
                                                        Vice President & Trust
Patricia A. Tucker           Douglass J. Swearingen     Officer
Assistant Vice President     Senior Vice President                              
                                                        Linda L. Daggett        
Daniel N. Canada             Debra V. Miller            Trust Operations Officer
Assistant Vice President &   Loan Officer                                       
Director of Human Resources                             Pamela S. Robinson      
                             Mortgage Loan Department   Assistant Trust        
Data Processing Department    -------------------------  Operations Officer
---------------------------  Henry D. Sassi
Leo P. Mallamaci                                        Farmers & Merchants Bank
Vice President &             Senior Vice President      of Ritchie County       
Senior Data Processing       Carolyn S. Calhoun         1500 East Main Street
 Officer                     Vice President             Harrisville, WV  26362
                                                        (304) 643-2974
Peter G. Gallo               Consumer Loan Department                 
Systems & Programming        -------------------------  Donald L. Scothorn      
 Manager                     Ronald L. Buchanan         Chairman                
                             Senior Vice President                              
Faith J. Smith                                          Henry D. Sassi          
Data Center Operations       Sallie A. Fankhauser       Vice-Chairman           
 Manager                     Mortgage Loan & Consumer                           
                             Officer                    Donna L. Perine
Auditing Department                                     President & Chief
---------------------------  Operations Department      Executive Officer
W. Bryan Pennybacker, CPA    -------------------------                   
Senior Audit Manager         Wayne F. Lee               Martha K. Kellar 
                             Senior Vice President &    Executive Vice   
Marcia S. Westfall, CPA      Cashier                    President & Cashier
Auditor                                                              
                             Joan P. Snider             Robert E. Bolin
Jackson County Bank          Vice President             Vice President 
Wall Street                                                            
Ravenswood, WV  26164        William C. Deem            Sabrina Hanlon 
304/273-9351                 Data Support Manager       Assistant Vice President 
                                                                 
Thomas M. Lookabaugh         Theresa J. Westfall                               
President & Chief            Director of Marketing                             
 Executive Officer                                               
                                                                 
B. Scott Miller              
Executive Vice President     
                            
Donna R. McCoy              
Loan Officer                
                             
                             
</TABLE>



                                      38
<PAGE>
 
Commercial BancShares, Inc. and Subsidiaries
Officers


<TABLE>
 
<S>                          <C>                       <C>
The Dime Bank                Union Bank of Tyler       Bank of Paden City
200 Putnam St.               County                    4th & Main Street    
Marietta, OH  45750          Fair & Dodd Streets       Paden City, WV  26159 
(614) 373-0237               Middlebourne, WV  26149   (304) 337-2205        
                             (304) 758-2191                                  
James A. Meagle, Jr.                                   David L. Mendenhall 
President & Chief            Gary R. Davis             President & Chief    
                             Chairman & Chief          Executive Officer    
Executive Officer            Executive Officer                              
Steven C. Hall                                         Larry M. Tracey
Executive Vice President &   Timothy R. Aiken          Executive Vice President
Senior Loan Officer          President & Chief         
                             Operating Officer         Shirley D. Kendle
Alice V. Skidmore                                      Vice President & Cashier
Vice President & Security    Gloria J. Burge                           
 Officer                     Executive Vice President  Judith M. Yeager
                                                       Assistant Vice President
Sonja P. Van Wey             Paul E. Davis                                      
Cashier & Treasurer          Vice President            Genelle Ferrebee         
                                                       Assistant Vice President 
Jennifer L. Antill           Janet W. Dieringer                                 
Assistant Vice President &   Loan Officer              Julia A. Haught          
Compliance Officer                                     Administrative Assistant 
                             Margaret F. Jeffries                               
Thomas L. Bogard             Assistant Vice            Tammy R. Waggoner        
Assistant Vice President &   President &               Loan Officer             
Loan Officer                 Trust Officer                                      
                                                       Kathy A. Howell          
Carolyn A. Ewart             Patricia G. Mason         Assistant Cashier        
Assistant Vice President &   Vice President & Cashier                           
 Secretary                                             Tamara J. Bowers         
                             Linda L. Stackpole        Assistant Cashier        
Susan J. Hobensack           Assistant Vice                               
Assistant Vice President &   President &               Ruth B. Longwell 
Loan Officer                 Loan Officer              Assistant Loan Officer
                                                       
Shirley K. Lang              R. R. Ullom               
Assistant Vice President &   Loan Officer              
 Head Teller                                           
                             The Community Bank        
Patricia A. Norris           112 Collins Ave.          
Assistant Vice President &   Pennsboro, WV  26415      
Branch  Manager              (304) 659-2964  
                                                       
                             Wilson Davis              
                             Chairman & President      
 
                             Robert J. Michels         
                             Vice President            
 
                             Patty S. Poling           
                             Cashier & Chief           
                             Executive Officer         
 
                             Rosa Wright               
                             Assistant Vice            
                             President &               
                             Loan Officer              
 
                             Shirley L. Dulaney        
                             Assistant Cashier         
 
                             Barbara A. Devericks      
                             Assistant Cashier         
 
                             Deana P. Hudkins          
                             Assistant Cashier         
</TABLE>





                                      39
<PAGE>
 
                                     [Logo]
                          Commercial BancShares, Inc.
                               415 Market Street
                       Parkersburg, West Virginia  26101