**EXHIBIT 99.1**
**WESTERN OHIO FINANCIAL CORPORATION**
**NOMINATING COMMITTEE CHARTER**
**A.** **Purpose**
     The purpose of the Nominating Committee (the “Committee”) of Western OhioFinancial Corporation (the “Company”) is to (a) identify individuals qualifiedto become members of the Board of Directors (the “Board”), consistent withcriteria approved by the Board, and to select, or to recommend that the Boardselect, the director nominees for each annual meeting of stockholders, (b)oversee the evaluation of the Board and management, (c) recommend to the Boardthe directors that shall serve on each committee of the Board, and (d) takesuch other actions within the scope of this Charter (this “Charter”) as theCommittee deems necessary or appropriate.
**B.** **Composition and Term of Office**
     The Board shall designate annually three (3) or more of its members toconstitute members of the Committee, each of whom shall serve for a term of oneyear. All members of the Committee shall be “independent,” as required byapplicable securities laws, rules and regulations, the rules of the NASDAQStock Market or of any securities exchange or market on which securities of theCompany are listed, and any other applicable requirements. The Board willappoint the Chairperson of the Committee.
**C.** **Scope of Powers and Functions**
     The Committee shall have such powers and functions as may be assigned toit by the Board from time to time; however, such functions shall, at a minimum,include the following, as well as any functions as shall be required ofnominating committees by applicable securities laws, rules and regulations, therules of the NASDAQ Stock Market or of any securities exchange or market onwhich securities of the Company are listed, and any other applicablerequirement:
 1. The Committee shall review, at least annually, the size andstructure of the Board to assure that the proper skills andexperience are represented on the Board. The composition of theBoard shall include a majority of “independent” directors asrequired by applicable securities laws, rules and regulations, therules of the NASDAQ Stock Market or of any securities exchange ormarket on which securities of the Company are listed, and any otherapplicable requirements.  2. The Committee shall review and develop the Board’s criteriafor selecting new directors. Criteria that will be used inconnection with evaluating and selecting new directors will includefactors relating to whether the director candidate would meet thedefinition of “independent” specified in
 

 

   applicable securities laws, rules and regulations, the rules ofthe NASDAQ Stock Market or of any securities exchange or market onwhich securities of the Company are listed, and any otherapplicable requirement, as well as strength of character, maturejudgment, career specialization, relevant technical skills,diversity and the extent to which the candidate would fill apresent need on the Board. The Company’s policy is not todiscriminate on the basis of race, gender or ethnicity and theBoard is supportive of any qualified candidate who would alsoprovide the Board with more diversity.  3. The Committee shall consider candidates for election to theBoard from any reasonable source, including stockholderrecommendations, provided such nominees are recommended inaccordance with the nominating procedures set forth in Company’sBy-Laws. The Committee shall not evaluate candidates differentlybased on who has made the recommendation.  4. The Committee shall evaluate, propose and approve nomineesfor election to the Board, and consider and evaluate stockholdernominees for election to the Board.  5. The Committee shall recommend to the Board nominees to fillvacancies on the Board. The Committee shall also consider mattersrelating to the retirement of Board members.  6. The Committee shall review potential conflicts of prospectiveBoard members.  7. The Committee shall aid in attracting and maintaining a listof persons who may be potential directors.  8. The Committee shall review the suitability of each Boardmember for continued service when his or her term expires and whenhe or she has a significant change in status.  9. The Committee shall make recommendations to the Board as tothe qualifications of members of the Board’s committees, committeemember appointment and removal, and committee reporting to theBoard.  10. The Committee shall take such steps as the Committee deemsnecessary or appropriate with respect to oversight and evaluation ofthe Board, management, and each Board committee.  11. The Committee shall periodically review the compensation ofthe members of the Board for service as a director or member of anycommittee of the Board and make recommendations to the Boardconcerning the fixing of such compensation.
 

 

 12. The Committee shall have the authority, in fulfilling itsresponsibilities under this Charter, to obtain advice, reports oropinions from internal or external counsel and expert advisors,including director search firms and approve fees of such advisors.  13. The Committee shall annually review and re-examine thisCharter to make recommendations to the Board with respect to anyproposed changes.  14. The Committee shall perform such other functions which fromtime to time may be assigned by the Board of Directors.
**D.** **Meetings**
     The Committee shall meet at least once annually or more frequently, ascircumstances dictate, upon the request of any member of the Committee and uponthe notice provided for in the Company’s By-Laws. Members of senior managementor others may attend meetings of the Committee at the invitation of theCommittee and shall provide pertinent information as necessary. TheChairperson of the Committee shall set the agenda of each meeting and arrangefor the distribution of the agenda, together with supporting material, to theCommittee members prior to each meeting.