OHIO VALLEY BANC CORP

The executive officers of the Company receive no compensation from the Company. Instead, they are paid by the Company’s subsidiaries for services rendered in their capacities as executive officers of subsidiaries of the Company.

The Compensation and Management Succession Committee (the “Compensation Committee”) is responsible for reviewing and approving goals and objectives relevant to the compensation of the Company's executive officers (including the named executive officers), evaluating such executive officers' performance in light of those goals and objectives and determining compensation based on that evaluation. As part of that responsibility, the Compensation Committee reviews the Company's bonus program as well as retirement plans and recommends changes to such programs and plans to the Board of Directors, as necessary. The Compensation Committee believes the goals and objectives relevant to the compensation of the Company’s employees, including executive officers, do not incent excessive risk taking and are not reasonably likely to create a material adverse effect on the Company. The Company continues to face numerous risks, as do all institutions, which could threaten its value. The most prominent of these risks are credit, interest rate, liquidity, strategic, operational and reputational risk. The Compensation Committee believes the risk management controls currently in place in conjunction with performance goals that properly balance earnings growth and asset quality effectively address the risks inherent in the current economic environment. The Compensation Committee also has responsibility for reviewing any severance or other termination arrangements to be entered into with the Company's executive officers.

The Compensation Committee makes all compensation decisions regarding the named executive officers, and the Compensation Committee's charter does not provide for delegation of its responsibilities. The Compensation Committee utilizes data and reports prepared or assembled by management in conjunction with the utilization of a web-based service. The web-based service provides information that includes, but is not limited to, peer analysis of comparable financial industry job grades, merit adjustments, and base salary and/or total compensation benchmarking primarily for Ohio and the Midwest Region of the United States. Our Executive Vice President and Corporate Secretary works with the Compensation Committee Chair to establish the agenda for Compensation Committee meetings. The Board Chairman and Chief Executive Officer regularly attend meetings to brief the Compensation Committee on the Company’s overall performance. With respect to developing compensation packages, the Board Chairman annually reviews the performance of each executive officer (excluding his own performance and that of the Chief Executive Officer) by comparing results achieved to established goals as well as the overall performance of the Company as compared to Board approved corporate performance goals. This data, along with salary data derived from the Company’s wage and salary administration plan, is the basis for his recommendations to the Compensation Committee with respect to the compensation of the other executive officers, including base salary adjustments and annual bonus payments. The Compensation Committee considers the Board Chairman’s recommendations and uses its own discretion in making final compensation decisions. The Compensation Committee regularly conducts executive sessions, without the presence of management, in fulfilling its responsibilities pursuant to its charter.