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Ohio Valley Banc 10-K 2008
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EXHIBIT 10.5

THE OHIO VALLEY BANK COMPANY
SECOND AMENDED AND RESTATED
SALARY CONTINUATION AGREEMENT


This SECOND AMENDED AND RESTATED SALARY CONTINUATION AGREEMENT (this
"Agreement") is adopted this 28th day of December, 2007 by and between THE OHIO
VALLEY BANK COMPANY, a state-chartered commercial bank located in Gallipolis,
Ohio (the "Company"), and JEFFREY E. SMITH (the "Executive"). This Agreement
amends and restates the prior Amended and Restated Salary Continuation Agreement
between the Company and the Executive dated November 1, 2002 and amended on
January 12, 2004 (the "Prior Agreement").

The parties intend this amended and restated Agreement to be a material
modification of the Prior Agreement such that all amounts earned and vested
prior to December 31, 2004 shall be subject to the provisions of Section 409A of
the Code and the regulations promulgated thereunder. The purpose of this
Agreement is to provide specified benefits to the Executive, a member of a
select group of management or highly compensated employees who contribute
materially to the continued growth, development and future business success of
the Company. This Agreement shall be unfunded for tax purposes and for purposes
of Title I of the Employee Retirement Income Security Act ("ERISA").

Article 1
Definitions

Whenever used in this Agreement, the following words and phrases shall have
the meanings specified:

1.1 "Accrual Balance" means the liability that should be accrued by the
Company, under Generally Accepted Accounting Principles ("GAAP"), for the
Company's obligation to the Executive under this Agreement, by applying
Accounting Principles Board Opinion Number 12 ("APB 12") as amended by
Statement of Financial Accounting Standards Number 106 ("FAS 106") and the
Discount Rate. Any one of a variety of amortization methods may be used to
determine the Accrual Balance. However, once chosen, the method must be
consistently applied. The Accrual Balance shall be reported annually by the
Company to the Executive.

1.2 "Beneficiary" means each designated person or entity, or the estate of the
deceased Executive, entitled to any benefits upon the death of the
Executive pursuant to Article 4.

1.3 "Beneficiary Designation Form" means the form established from time to time
by the Plan Administrator that the Executive completes, signs and returns
to the Plan Administrator to designate one or more beneficiaries.

1.4 "Board" means the Board of Directors of the Company as from time to time
constituted.

1.5 "Code" means the Internal Revenue Code of 1986, as amended, and all
regulations and guidance thereunder, including such regulations and
guidance as may be promulgated after the Effective Date of this Agreement.

1.6 "Disability" means the Executive: (i) is unable to engage in any
substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or
can be expected to last for a continuous period of not less than twelve
(12) months; or (ii) is, by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than twelve (12)
months, receiving income replacement benefits for a period of not less than
three (3) months under an accident and health plan covering employees or
directors of the Company. Medical determination of Disability may be made
by either the Social Security Administration or by the provider of an
accident or health plan covering employees or directors of the Company,
provided that the definition of "disability" applied under such insurance
program complies with the requirements of the preceding sentence. Upon the
request of the Plan Administrator, the Executive must submit proof to the
Plan Administrator of the Social Security Administration's or the
provider's determination.

1.7 "Discount Rate" means the rate used by the Plan Administrator for
determining the Accrual Balance. The Plan Administrator, in its discretion,
may adjust the Discount Rate to maintain the rate within reasonable
standards according to GAAP and/or applicable bank regulatory guidance.

1.8 "Early Involuntary Termination" means Termination of Employment (other than
a Termination for Cause) prior to Normal Retirement Age due to the
independent exercise of the unilateral authority of the Company to
terminate the Executive's employment, other than due to the Executive's
implicit or explicit request, where the Executive was willing and able to
continue performing services.

1.9 "Early Retirement Date" means the Executive attaining age sixty (60) or
completing twenty (20) Years of Service.

1.10 "Early Retirement" means Early Voluntary Termination after the Early
Retirement Date and before Normal Retirement Age.

1.11 "Early Voluntary Termination" means Termination of Employment before Early
Retirement Age except when such Termination of Employment occurs due to
death, Disability, Early Involuntary Termination or Termination for Cause.

1.12 "Effective Date" means January 1, 2005.

1.13 "Normal Retirement Age" means the Executive attaining age sixty five (65).

1.14 "Normal Retirement Date" means the later of Normal Retirement Age or
Termination of Employment.

1.15 "Plan Administrator" means the plan administrator described in Article 6.

1.16 "Plan Year" means each twelve-month period commencing on January 1 and
ending on December 31 of each year.

1.17 "Specified Employee" means an employee who at the time of Termination of
Employment is a key employee of the Company, if any stock of the Company is
publicly traded on an established securities market or otherwise. For
purposes of this Agreement, an employee is a key employee if the employee
meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii)
(applied in accordance with the regulations thereunder and disregarding
section 416(i)(5)) at any time during the twelve (12) month period ending
on December 31 (the "identification period"). If the employee is a key
employee during an identification period, the employee is treated as a key
employee for purposes of this Agreement during the twelve (12) month period
that begins on the first day of April following the close of the
identification period.

1.18 "Termination for Cause" has the meaning set forth in Article 5.

1.19 "Termination of Employment" means termination of the Executive's employment
with the Company for reasons other than death. Whether a Termination of
Employment has occurred is determined in accordance with the requirements
of Code Section 409A based on whether the facts and circumstances indicate
that the Company and Executive reasonably anticipated that no further
services would be performed after a certain date or that the level of bona
fide services the Executive would perform after such date (whether as an
employee or as an independent contractor) would permanently decrease to no
more than twenty percent (20%) of the average level of bona fide services
performed (whether as an employee or an independent contractor) over the
immediately preceding thirty-six (36) month period (or the full period of
services to the Company if the Executive has been providing services to the
Company less than thirty-six (36) months.

1.20 "Years of Service" means each twelve consecutive month period beginning on
an Executive's date of hire and any twelve (12) month anniversary thereof,
during the entirety of which time the Executive is an employee of the
Company. Employment with a subsidiary or other entity controlled by the
Company before the time such entity became a subsidiary or under such
control shall not be considered "credited service."

Article 2
Distributions During Lifetime

2.1 Normal Retirement Benefit. Upon the Normal Retirement Date, the Company
shall distribute to the Executive the benefit described in this Section 2.1
in lieu of any other benefit under this Article.

2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 is One
Hundred Seventeen Thousand One Hundred Dollars ($117,100).

2.1.2 Payment of Benefit. The Company shall distribute the annual benefit
to the Executive in twelve (12) equal monthly installments commencing on the
first day of the month following the Normal Retirement Date. The annual benefit
shall be distributed to the Executive for twenty (20) years.

2.2 Early Retirement Benefit. If Early Retirement occurs, the Company shall
distribute to the Executive the benefit described in this Section 2.2 in
lieu of any other benefit under this Article.

2.2.1 Amount of Benefit. The benefit under this Section 2.2 is the Accrual
Balance determined as of the end of the Plan Year preceding Termination of
Employment.

2.2.2 Payment of Benefit. The Company shall distribute the benefit to the
Executive in two hundred forty (240) equal monthly installments commencing on
the first day of the month following Termination of Employment.

2.3 Disability Benefit. If the Executive experiences a Disability which results
in Termination of Employment prior to Normal Retirement Age, the Company
shall distribute to the Executive the benefit described in this Section 2.3
in lieu of any other benefit under this Article.

2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the Accrual
Balance determined as of the end of the Plan Year preceding Termination of
Employment.

2.3.2 Payment of Benefit. The Company shall distribute the benefit to the
Executive in two hundred forty (240) equal monthly installments commencing on
the first day of the month following Termination of Employment.

2.4 Early Involuntary Termination. If Early Involuntary Termination occurs, the
Company shall distribute to the Executive the benefit described in this
Section 2.4 in lieu of any other benefit under this Article.

2.4.1 Amount of Benefit. The benefit under this Section 2.4 is the Accrual
Balance determined as of the end of the Plan Year preceding Termination of
Employment.

2.4.2 Payment of Benefit. The Company shall distribute the benefit to the
Executive in two hundred forty (240) equal monthly installments commencing on
the first day of the month following Termination of Employment.

2.5 Restriction on Timing of Distributions. Notwithstanding any provision of
this Agreement to the contrary, if the Executive is considered a Specified
Employee at Termination of Employment, the provisions of this Section 2.5
shall govern all distributions hereunder. Benefit distributions that are
made due to a Termination of Employment occurring while

the Executive is a Specified Employee shall not be made during the first
six (6) months following Termination of Employment. Rather, any
distribution which would otherwise be paid to the Executive during such
period shall be accumulated and paid to the Executive in a lump sum on the
first day of the seventh month following the Termination of Employment. All
subsequent distributions shall be paid in the manner specified.

2.6 Distributions Upon Taxation of Amounts Deferred. If, pursuant to Code
Section 409A, the Federal Insurance Contributions Act or other state, local
or foreign tax, the Executive becomes subject to tax on the amounts
deferred hereunder, then the Company may make a limited distribution to the
Executive in a manner that conforms to the requirements of Code section
409A. Any such distribution will decrease the Executive's benefits
distributable under this Agreement.

2.7 Change in Form or Timing of Distributions. All changes in the form or
timing of distributions hereunder must comply with the following
requirements. The changes:

(a) may not accelerate the time or schedule of any distribution, except as
provided in Section 409A of the Code and the regulations thereunder;
(b) must, for benefits distributable under Sections 2.1, 2.2, 2.3 and 2.4,
delay the commencement of distributions for a minimum of five (5) years
from the date the first distribution was originally scheduled to be made;
and
(c) must take effect not less than twelve (12) months after the election is
made.

Article 3
Distribution at Death

3.1 Death During Active Service. If the Executive dies while in the active
service of the Company, the Company shall distribute to the Beneficiary the
benefit described in this Section 3.1. This benefit shall be distributed in
lieu of the benefits under Article 2.

3.1.1 Amount of Benefit. The benefit under this Section 3.1 is the Normal
Retirement Benefit amount described in Section 2.1.1.

3.1.2 Payment of Benefit. The Company shall distribute the benefit to the
Beneficiary in two hundred forty (240) equal monthly installments commencing on
the first day of the fourth month following the Executive's death.

3.2 Death During Distribution of a Benefit. If the Executive dies after any
benefit distributions have commenced under this Agreement but before
receiving all such distributions, the Company shall distribute to the
Beneficiary the remaining benefits at the same time and in the same amounts
that would have been distributed to the Executive had the Executive
survived.

3.3 Death After Termination of Employment But Before Benefit Distributions
Commence. If the Executive is entitled to benefit distributions under this
Agreement, but dies prior to the commencement of said benefit
distributions, the Company shall distribute to the

Beneficiary the same benefits that the Executive was entitled to prior to
death except that the benefit distributions shall commence on the first day
of the fourth month following the Executive's death.

Article 4
Beneficiaries

4.1 In General. The Executive shall have the right, at any time, to designate a
Beneficiary to receive any benefit distributions under this Agreement upon
the death of the Executive. The Beneficiary designated under this Agreement
may be the same as or different from the beneficiary designated under any
other plan of the Company in which the Executive participates.

4.2 Designation. The Executive shall designate a Beneficiary by completing and
signing the Beneficiary Designation Form and delivering it to the Plan
Administrator or its designated agent. If the Executive names someone other
than the Executive's spouse as a Beneficiary, the Plan Administrator may,
in its sole discretion, determine that spousal consent is required to be
provided in a form designated by the Plan Administrator, executed by the
Executive's spouse and returned to the Plan Administrator. The Executive's
beneficiary designation shall be deemed automatically revoked if the
Beneficiary predeceases the Executive or if the Executive names a spouse as
Beneficiary and the marriage is subsequently dissolved. The Executive shall
have the right to change a Beneficiary by completing, signing and otherwise
complying with the terms of the Beneficiary Designation Form and the Plan
Administrator's rules and procedures. Upon the acceptance by the Plan
Administrator of a new Beneficiary Designation Form, all Beneficiary
designations previously filed shall be cancelled. The Plan Administrator
shall be entitled to rely on the last Beneficiary Designation Form filed by
the Executive and accepted by the Plan Administrator prior to the
Executive's death.

4.3 Acknowledgment. No designation or change in designation of a Beneficiary
shall be effective until received, accepted and acknowledged in writing by
the Plan Administrator or its designated agent.

4.4 No Beneficiary Designation. If the Executive dies without a valid
Beneficiary designation, or if all designated Beneficiaries predecease the
Executive, then the Executive's spouse shall be the designated Beneficiary.
If the Executive has no surviving spouse, any benefit shall be paid to the
personal representative of the Executive's estate.

4.5 Facility of Distribution. If the Plan Administrator determines in its
discretion that a benefit is to be distributed to a minor, to a person
declared incompetent or to a person incapable of handling the disposition
of that person's property, the Plan Administrator may direct distribution
of such benefit to the guardian, legal representative or person having the
care or custody of such minor, incompetent person or incapable person. The
Plan Administrator may require proof of incompetence, minority or
guardianship as it may deem appropriate prior to distribution of the
benefit. Any distribution of a benefit shall be a distribution for the
account of the Executive and the Beneficiary, as the case

may be, and shall completely discharge any liability under this Agreement
for such distribution amount.

Article 5
General Limitations

5.1 Termination for Cause. Notwithstanding any provision of this Agreement to
the contrary, the Company shall not distribute any benefit under this
Agreement if the Company terminates the Executive's employment for:

(a) Gross negligence or gross neglect of duties to the Company;
(b) Commission of a felony or of a gross misdemeanor involving moral turpitude;
or
(c) Fraud, disloyalty, dishonesty or willful violation of any law or
significant Company policy committed in connection with the Executive's
employment and resulting in a material adverse effect on the Company.

5.2 Confidentiality. The Executive shall not disclose any trade secrets or
confidential information of any kind, type or description. In the event the
Executive does disclose said information, such disclosure shall constitute
a breach of this Agreement and benefits shall cease immediately.

5.3 Non-Compete. The Executive agrees that during the term of this Agreement
the Executive will not accept employment with any bank or financial or
lending organization which is in competition directly or indirectly with
the Company. In the event the Executive does accept such employment, this
Agreement shall immediately terminate.

5.4 Suicide or Misstatement. Notwithstanding any provision of this Agreement to
the contrary, the Company shall not distribute any benefit under this
Agreement if the Executive commits suicide within two (2) years after the
Effective Date, or if an insurance company which issued a life insurance
policy covering the Executive and owned by the Company denies coverage (i)
for material misstatements of fact made by the Executive on an application
for such life insurance, or (ii) for any other reason.

5.5 Removal. Notwithstanding any provision of this Agreement to the contrary,
the Company shall not distribute any benefit under this Agreement if the
Executive is subject to a final removal or prohibition order issued by an
appropriate federal banking agency pursuant to Section 8(e) of the Federal
Deposit Insurance Act.

5.6 Excess Parachute Payment. Notwithstanding any provision of this Agreement
to the contrary, the Company shall not distribute any benefit under this
Agreement to the extent the benefit would be an excess parachute payment
under Section 280G of the Code.

Article 6
Administration of Agreement

6.1 Plan Administrator Duties. The Plan Administrator shall administer this
Agreement

according to its express terms and shall also have the discretion and
authority to (i) make, amend, interpret and enforce all appropriate rules
and regulations for the administration of this Agreement and (ii) decide or
resolve any and all questions, including interpretations of this Agreement,
as may arise in connection with this Agreement to the extent the exercise
of such discretion and authority does not conflict with Code Section 409A.

6.2 Agents. In the administration of this Agreement, the Plan Administrator may
employ agents and delegate to them such administrative duties as the Plan
Administrator sees fit, including acting through a duly appointed
representative, and may from time to time consult with counsel who may be
counsel to the Company.

6.3 Binding Effect of Decisions. Any decision or action of the Plan
Administrator with respect to any question arising out of or in connection
with the administration, interpretation or application of this Agreement
and the rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in this
Agreement.

6.4 Indemnity of Plan Administrator. The Company shall indemnify and hold
harmless the Plan Administrator against any and all claims, losses,
damages, expenses or liabilities arising from any action or failure to act
with respect to this Agreement, except in the case of willful misconduct by
the Plan Administrator.

6.5 Bank Information. To enable the Plan Administrator to perform its
functions, the Company shall supply full and timely information to the Plan
Administrator on all matters relating to the date and circumstances of the
Executive's death, Disability or Termination of Employment, and such other
pertinent information as the Plan Administrator may reasonably require.

Article 7
Claims And Review Procedures

7.1 Claims Procedure. The Executive or Beneficiary ("claimant") who has not
received benefits under the Agreement that he or she believes should be
paid shall make a claim for such benefits as follows:

7.1.1 Initiation - Written Claim. The claimant initiates a claim by
submitting to the Company a written claim for the benefits. If such a claim
relates to the contents of a notice received by the claimant, the claim must be
made within sixty (60) days after such notice was received by the claimant. All
other claims must be made within one hundred eighty (180) days of the date on
which the event that caused the claim to arise occurred. The claim must state
with particularity the determination desired by the claimant.

7.1.2 Timing of Company Response. The Company shall respond to such
claimant within ninety (90) days after receiving the claim. If the Company
determines that

special circumstances require additional time for processing the claim, the
Company can extend the response period by an additional ninety (90) days by
notifying the claimant in writing, prior to the end of the initial ninety (90)
day period, which an additional period is required. The notice of extension must
set forth the special circumstances and the date by which the Company expects to
render its decision.

7.1.3 Notice of Decision. If the Company denies part or all of the claim,
the Company shall notify the claimant in writing of such denial. The Company
shall write the notification in a manner calculated to be understood by the
claimant. The notification shall set forth:

(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the Agreement on which the denial
is based,
(c) A description of any additional information or material necessary for the
claimant to perfect the claim and an explanation of why it is needed,
(d) An explanation of the Agreement's review procedures and the time limits
applicable to such procedures, and
(e) A statement of the claimant's right to bring a civil action under ERISA
Section 502(a) following an adverse benefit determination on review.

7.2 Review Procedure. If the Company denies part or all of the claim, the
claimant shall have the opportunity for a full and fair review by the
Company of the denial, as follows:

7.2.1 Initiation - Written Request. To initiate the review, the claimant,
within sixty (60) days after receiving the Company's notice of denial, must file
with the Company a written request for review.

7.2.2 Additional Submissions - Information Access. The claimant shall then
have the opportunity to submit written comments, documents, records and other
information relating to the claim. The Company shall also provide the claimant,
upon request and free of charge, reasonable access to, and copies of, all
documents, records and other information relevant (as defined in applicable
ERISA regulations) to the claimant's claim for benefits.

7.2.3 Considerations on Review. In considering the review, the Company
shall take into account all materials and information the claimant submits
relating to the claim, without regard to whether such information was submitted
or considered in the initial benefit determination.

7.2.4 Timing of Company Response. The Company shall respond in writing to
such claimant within sixty (60) days after receiving the request for review. If
the Company determines that special circumstances require additional time for
processing the claim, the Company can extend the response period by an
additional sixty (60) days by notifying the claimant in writing prior to the end
of the initial sixty (60) day period that an additional period is required. The
notice of

extension must set forth the special circumstances and the date by which the
Company expects to render its decision.

7.2.5 Notice of Decision. The Company shall notify the claimant in writing
of its decision on review. The Company shall write the notification in a manner
calculated to be understood by the claimant. The notification shall set forth:

(a) The specific reasons for the denial,
(b) A reference to the specific provisions of the Agreement on which the denial
is based,
(c) A statement that the claimant is entitled to receive, upon request and free
of charge, reasonable access to, and copies of, all documents, records and
other information relevant (as defined in applicable ERISA regulations) to
the claimant's claim for benefits, and
(d) A statement of the claimant's right to bring a civil action under ERISA
Section 502(a).

Article 8
Amendments and Termination

8.1 Amendments. This Agreement may be amended only by a written agreement
signed by the Company and the Executive. However, the Company may
unilaterally amend this Agreement to conform to written directives to the
Company from its auditors or banking regulators or to comply with
legislative changes or tax law, including without limitation Section 409A
of the Code and any and all Treasury regulations and guidance promulgated
thereunder.

8.2 Plan Termination Generally. This Agreement may be terminated only by a
written agreement signed by the Company and the Executive. Except as
provided in Section 8.3, the termination of this Agreement shall not cause
a distribution of benefits under this Agreement. Rather, after such
termination benefit distributions will be made at the earliest distribution
event permitted under Article 4 or Article 5.

8.3 Plan Terminations Under Section 409A. Notwithstanding anything to the
contrary in Section 8.2, if this Agreement terminates in the following
circumstances:

(a) Within thirty (30) days before or twelve (12) months after a change in the
ownership or effective control of the Company, or in the ownership of a
substantial portion of the assets of the Company as described in Section
409A(a)(2)(A)(v) of the Code, provided that all distributions are made no
later than twelve (12) months following such termination of the Agreement
and further provided that all the Company's arrangements which are
substantially similar to the Agreement are terminated so the Executive and
all participants in the similar arrangements are required to receive all
amounts of compensation deferred under the terminated arrangements within
twelve (12) months of the termination of the arrangements;
(b) Upon the Company's dissolution or with the approval of a bankruptcy court

provided that the amounts deferred under the Agreement are included in the
Executive's gross income in the latest of (i) the calendar year in which
the Agreement terminates; (ii) the calendar year in which the amount is no
longer subject to a substantial risk of forfeiture; or (iii) the first
calendar year in which the distribution is administratively practical; or
(c) Upon the Company's termination of this and all other arrangements that
would be aggregated with this Agreement pursuant to Treasury Regulations
Section 1.409A-1(c) if the Executive participated in such arrangements
("Similar Arrangements"), provided that (i) the termination and liquidation
does not occur proximate to a downturn in the financial health of the
Company, (ii) all termination distributions are made no earlier than twelve
(12) months and no later than twenty-four (24) months following such
termination, and (iii) the Company does not adopt any new arrangement that
would be a Similar Arrangement for a minimum of three (3) years following
the date the Company takes all necessary action to irrevocably terminate
and liquidate the Agreement;

the Company may distribute the Accrual Balance, determined as of the date of the
termination of the Agreement, to the Executive in a lump sum subject to the
above terms.

Article 9
Miscellaneous

9.1 Binding Effect. This Agreement shall bind the Executive and the Company and
their beneficiaries, survivors, executors, administrators and transferees.

9.2 No Guarantee of Employment. This Agreement is not a contract for
employment. It does not give the Executive the right to remain as an
employee of the Company, nor does it interfere with the Company's right to
discharge the Executive. It also does not require the Executive to remain
an employee nor interfere with the Executive's right to terminate
employment at any time.

9.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.

9.4 Tax Withholding and Reporting. The Company shall withhold any taxes that
are required to be withheld, including but not limited to taxes owed under
Section 409A of the Code and regulations thereunder, from the benefits
provided under this Agreement. Executive acknowledges that the Company's
sole liability regarding taxes is to forward any amounts withheld to the
appropriate taxing authorities. The Company shall satisfy all applicable
reporting requirements, including those under Section 409A of the Code and
regulations thereunder.

9.5 Applicable Law. The Agreement and all rights hereunder shall be governed by
the laws of the State of Ohio, except to the extent preempted by the laws
of the United States of America.

9.6 Unfunded Arrangement. The Executive and the Beneficiary are general
unsecured creditors of the Company for the distribution of benefits under
this Agreement. The benefits represent the mere promise by the Company to
distribute such benefits. The rights to benefits are not subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors. Any insurance on the
Executive's life or other informal funding asset is a general asset of the
Company to which the Executive and the Beneficiary have no preferred or
secured claim.

9.7 Reorganization. The Company shall not merge or consolidate into or with
another Company, or reorganize, or sell substantially all of its assets to
another bank, firm, or person unless such succeeding or continuing bank,
firm, or person agrees to assume and discharge the obligations of the
Company under this Agreement. Upon the occurrence of such event, the term
"Company" as used in this Agreement shall be deemed to refer to the
successor or survivor bank.

9.8 Entire Agreement. This Agreement constitutes the entire agreement between
the Company and the Executive as to the subject matter hereof. No rights
are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.

9.9 Interpretation. Wherever the fulfillment of the intent and purpose of this
Agreement requires, and the context will permit, the use of the masculine
gender includes the feminine and use of the singular includes the plural.

9.10 Alternative Action. In the event it shall become impossible for the Company
or the Plan Administrator to perform any act required by this Agreement,
the Company or Plan Administrator may in its discretion perform such
alternative act as most nearly carries out the intent and purpose of this
Agreement and is in the best interests of the Company, provided that such
alternative acts do not violate Section 409A of the Code.

9.11 Headings. Article and section headings are for convenient reference only
and shall not control or affect the meaning or construction of any of its
provisions.

9.12 Validity. In case any provision of this Agreement shall be illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Agreement shall be construed and enforced
as if such illegal and invalid provision has never been inserted herein.

9.13 Notice. Any notice or filing required or permitted to be given to the Plan
Administrator under this Agreement shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address
below:

The Ohio Valley Bank Company
------------------------------
Attn: BOLI Administrator
------------------------------
P O Box 240 420 Third Avenue
------------------------------
Gallipolis OH 45631
------------------------------

Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark or the
receipt for registration or certification.

Any notice or filing required or permitted to be given to the Executive
under this Agreement shall be sufficient if in writing and hand-delivered,
or sent by mail, to the last known address of the Executive.

9.14 Compliance with Section 409A. This Agreement shall be interpreted and
administered consistent with Code Section 409A.

IN WITNESS WHEREOF, the Executive and an authorized representative of
the Company have signed this Agreement.

EXECUTIVE: THE OHIO VALLEY BANK COMPANY


/s/ Jeffrey E. Smith By: /s/ Paula W. Clay
-------------------- ----------------------------------
Jeffrey E. Smith Title: AVP and Assistant Secretary



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