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Item 9A. Controls and Procedures

2021-03-24 compared with 2020-03-16 · 128 added, 152 removed, 103 unchanged (73% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

With the participation of the Chief Executive Officer (the principal executive officer) and the Senior Vice President and Chief Financial Officer (the principal financial officer) of Ohio Valley, Ohio Valley's management has evaluated the

effectiveness of Ohio Valley's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, because of the

material weakness described in Management’s Report on Internal Control Over Financial Reporting, Ohio Valley’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were not

effective as of December 31, 2019 in ensuring that the information required to be disclosed by Ohio Valley in the reports that Ohio Valley files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported

within the time periods specified in SEC rules and forms and were not operating in an effective manner to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial

Officer, as appropriate to allow timely decisions regarding required disclosure.

With the participation of the Chief Executive Officer (the principal executive officer) and the Senior Vice President and Chief Financial Officer (the principal financial officer) of Ohio Valley,

Ohio Valley's management has evaluated the effectiveness of Ohio Valley's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that Ohio Valley’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the

Securities Exchange Act of 1934) were effective as of December 31, 2020 in ensuring that the information required to be disclosed by Ohio Valley in the reports that Ohio Valley files or submits under the Securities Exchange Act of 1934 is recorded,

processed, summarized and reported within the time periods specified in SEC rules and forms and were operating in an effective manner to ensure that such information is accumulated and communicated to our management, including our Chief Executive

Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

3 unchanged sentences

Changes In Internal Control Over Financial Reporting

As described in our 2019 Form 10-K, management concluded that Ohio Valley did not maintain effective internal control over financial reporting as of December 31, 2019, due to the ineffectiveness of

the Company’s control over appropriate monitoring of loans through the subsequent events period, including not timely evaluating information received after the fiscal year end that affected the appropriateness of loan grades and impairment

classification used in the allowance for loan losses estimate.

A material weakness is a deficiency in internal control over financial reporting such that there is a reasonable possibility that a material misstatement would not be prevented or

detected in a timely manner.

With regard to the material weakness, our remediation efforts began during the quarter ended March 31, 2020.

We changed how certain controls are designed, performed and documented.

Our credit administration department, in

conjunction with an expanded group of the management team, have heightened the monitoring of troubled credits during the subsequent event period up and until the report filing date.

This included training around timely identifying and communicating

subsequent events and increasing the management staff involved with monitoring the control around subsequent events that may impact the assessment of loan grades or impairment valuations.

During the fourth quarter of 2020, management successfully

completed testing necessary to conclude the material weakness had been remediated.

There were no changes in Ohio Valley's internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during Ohio Valley's fiscal quarter ended December 31, 2020,

4 unchanged sentences

definitive proxy statement relating to the annual meeting of shareholders of Ohio Valley to be held on May 19, 2021 (the “2021 Proxy Statement”), under the captions “Proxy Item 1:

Election of Directors,” “Delinquent Section 16(a) Reports,” and

“Compensation of Executive Officers and Directors” of the 2020 Proxy Statement.

Election of Directors,” and “Compensation of Executive Officers and

Directors” of the 2021 Proxy Statement.

The Board of Directors of Ohio Valley has adopted a Code of Ethics covering the directors, officers and employees of Ohio Valley and its affiliates, including, without limitation, the principal

35 unchanged sentences

ITEM 16 – FORM 10-K SUMMARY

Not applicable.

EXHIBIT INDEX

2 unchanged sentences

Exhibit Description

Amended Articles of Incorporation of Ohio Valley (reflects amendments through

April 7, 1999) [for SEC reporting compliance only - - not filed with the Ohio Secretary of State].

Incorporated herein by reference to Exhibit 3(a) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2007 (SEC

Amended Articles of Incorporation of Ohio Valley (reflects amendments through April 7, 1999) [for SEC reporting compliance only - - not filed with the

Ohio Secretary of State]:

Incorporated herein by reference to Exhibit 3(a) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2007 (File No.

Code of Regulations of Ohio Valley:

Incorporated herein by

reference to Exhibit 3(b) to Ohio Valley’s quarterly report on Form 10-Q for the quarter ended June 30, 2010 (SEC File No.

Agreement to furnish instruments and agreements defining

rights of holders of long-term debt:

Incorporated herein by reference to Exhibit 3(b) to Ohio Valley’s Quarterly Report on Form 10-Q for the

quarter ended June 30, 2010 (File No.

furnish instruments and agreements defining rights of holders of long-term debt:

Filed herewith.

Description of Registered Securities:

Incorporated herein by reference to Exhibit 4.2 to Ohio Valley’s Annual Report on Form 10-K for fiscal

year ended December 31, 2019 (File No.

The Ohio Valley Bank Company Executive Group Life Split Dollar Plan Agreement, dated December 31, 2011, between Thomas E.

Wiseman and The Ohio

Valley Bank Company:

Incorporated herein by reference to Exhibit 10.1 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2015 (File No.

Schedule A to

Exhibit 10.1 identifying other identical Executive Group Life Split Dollar Agreements between The Ohio Valley Bank Company and certain executive officers of Ohio Valley Banc Corp.:

Filed herewith.

The Ohio Valley Bank Company Executive Group Life Split Dollar Plan

Agreement, dated December 31, 2011, between Thomas E.

Valley Bank Company Third Amended and Restated Director Retirement Agreement, dated December 18, 2012, between Thomas E.

Wiseman and The Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit 10.1 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2015 (SEC File

Schedule A to Exhibit 10.1 identifying other identical

Executive Group Life Split Dollar Agreements between The Ohio Valley Bank Company and certain executive officers of Ohio Valley Banc Corp.:

Filed herewith.

The Ohio Valley Bank Company Third Amended and Restated Director

Retirement Agreement, dated December 18, 2012, between Jeffrey E.

Smith and The Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit 10.3(a) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31,

2012 (SEC File No.

Schedule A to Exhibit 10.3(a) identifying other identical Third

Amended and Restated Director Retirement Agreements between The Ohio Valley Bank Company and directors of Ohio Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.3(b) to Ohio Valley’s Annual Report on Form 10-K for fiscal

year ended December 31, 2017 (SEC File No.

The Ohio Valley Bank Company Salary Continuation Agreement,

dated January 26, 2016, by and between Larry E.

Miller and The Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit 10.4 to Ohio Valley’s Current Report on Form 8-K filed on January 26, 2016 (SEC File No.

Schedule A to

Exhibit 10.3(a) identifying other identical Third Amended and Restated Director Retirement Agreements between The Ohio Valley Bank Company and directors of Ohio Valley Banc Corp.:

Filed herewith.

The Ohio Valley Bank Company Salary Continuation Agreement, dated January 26, 2016, by and between Larry E.

Miller and The Ohio Valley Bank

Incorporated herein by reference to Exhibit 10.4 to Ohio Valley’s Current Report on Form 8-K filed on January 26, 2016 (File No.

Schedule A to

Exhibit 10.4 identifying other identical Salary Continuation Agreements between The Ohio Valley Bank Company and certain executive officers of Ohio Valley Banc Corp.:

Filed herewith.

Exhibit Number

Exhibit Description

The Ohio Valley Bank Company Salary Continuation Agreement, dated

December 18, 2012, between Jeffrey E.

Smith and The Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit 10.5 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2012 (SEC File No.

The Ohio Valley Bank Company Second Amended and Restated Director

Deferred Fee Agreement, dated December 18, 2012, between Thomas E.

The Ohio Valley Bank Company Second Amended and Restated Director Deferred Fee Agreement, dated December 18, 2012, between Thomas E.

and The Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit 10.6(a) to Ohio Valley’s Quarterly Report on Form 10-Q for period ended September 30, 2015 (File No.

Schedule A to Exhibit 10.6(a) identifying other identical Second Amended and Restated Director Deferred Fee Agreements between The Ohio Valley

Bank Company and directors of Ohio Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.6(b) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2018 (File No.

Valley Bank Company Executive Deferred Compensation Agreement, dated December 18, 2012, between Thomas E.

Wiseman and The Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit 10.6(a) to Ohio Valley’s Quarterly Report on Form 10-Q for quarterly period ended

September 30, 2015 (SEC File No.

Schedule A to Exhibit 10.6(a) identifying other identical Second

Amended and Restated Director Deferred Fee Agreements between The Ohio Valley Bank Company and directors of Ohio Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.6(b) to Ohio

Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2018 (SEC File No.

The Ohio Valley Bank Company Executive Deferred Compensation

Agreement, dated December 18, 2012, between Jeffrey E.

Smith and The Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit 10.6(b) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2012 (SEC

First Amendment to The Ohio Valley Bank Company Executive

Deferred Compensation Agreement, dated January 26, 2016:

Incorporated herein by reference to Exhibit 10.2 to Ohio Valley’s Current Report on Form 8-K filed on January 26, 2016 (SEC File No.

The Ohio Valley Bank Company Executive Deferred Compensation

Agreement, dated January 26, 2016, between Larry E.

Miller and The Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit 10.1 to Ohio Valley’s Current Report on Form 8-K filed on January 26, 2016 (SEC File No.

Schedule A to Exhibit 10.7(a) identifying other identical

Executive Deferred Compensation Agreements between The Ohio Valley Bank Company and executive officers of Ohio Valley Banc Corp.:

Filed herewith.

Schedule A to Exhibit 10.7(b) identifying the named

executive officers of Ohio Valley Banc Corp.

First Amendment to The Ohio Valley Bank Company Executive Deferred Compensation Agreement, dated January 26, 2016:

Incorporated herein

by reference to Exhibit 10.2 to Ohio Valley’s Current Report on Form 8-K filed on January 26, 2016 (File No.

The Ohio Valley Bank Company Executive Deferred Compensation Agreement, dated January 26, 2016, between Larry E.

Miller and The Ohio Valley

Bank Company:

Incorporated herein by reference to Exhibit 10.1 to Ohio Valley’s Current Report on Form 8-K filed on January 26, 2016 (File No.

Schedule A to

Exhibit 10.7(a) identifying other identical Executive Deferred Compensation Agreements between The Ohio Valley Bank Company and executive officers of Ohio Valley Banc Corp.:

Filed herewith.

Schedule A to

Exhibit 10.7(b) identifying the named executive officers of Ohio Valley Banc Corp.

who executed with The Ohio Valley Bank Company the First Amendment to The Ohio Valley Bank Company Executive Deferred Compensation Agreement:

Compensation for Directors and Named Executive Officers of Ohio Valley Banc Corp.:

Filed herewith.

Summary of Compensation for Directors and Named Executive

Officers of Ohio Valley Banc Corp.:

Bonus Program of Ohio Valley Banc Corp.:

Filed herewith.

Summary of Bonus Program of Ohio Valley Banc Corp.:

Exhibit Number

Exhibit Description

The Ohio Valley Bank

Company Supplemental Executive Retirement Plan agreement, dated March 6, 2012, between Thomas E.

Wiseman and The Ohio Valley Bank Company;

Incorporated herein by reference to Exhibit 10.1 to Ohio Valley’s Current Report on Form 8-K filed on

March 9, 2012 (SEC File No.

The Ohio Valley Bank Company Fourth Amended and Restated Director

Retirement Agreement, dated May 13, 2015, between Brent A.

Saunders and The Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit 10.11 to Ohio Valley’s Quarterly Report on Form 10-Q for quarterly period ended September 30,

2015 (SEC File No.

Schedule A to Exhibit 10.11 identifying other identical

Fourth Amended and Restated Director Retirement Agreements between The Ohio Valley Bank Company and directors of Ohio Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.12 to Ohio Valley’s Quarterly Report on Form 10-Q for

quarterly period ended September 30, 2015 (SEC File No.

The Ohio Valley Bank Company Third Amended and Restated Director

Deferred Fee Agreement, dated May 13, 2015, between Brent A.

Saunders and The Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit 10.13 to Ohio Valley’s Quarterly Report on Form 10-Q for quarterly period ended September

30, 2015 (SEC File No.

Schedule A to Exhibit 10.13 identifying other identical Third

Amended and Restated Director Deferred Fee Agreements between The Ohio Valley Bank Company and directors of Ohio Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.14 to Ohio Valley’s Quarterly Report on Form 10-Q for

quarterly period ended September 30, 2015 (SEC File No.

The Ohio Valley Bank Company Director Retirement Agreement, dated

December 14, 2016, between Brent R.

Eastman and The Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit 10.15 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2016 (SEC File No.

The Ohio Valley Bank Company Director Deferred Fee

Agreement, dated December 14, 2016, between Brent R.

Eastman and The Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit 10.16 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2016 (SEC File

2016 Determination of Director’s Fees Agreement for

purposes of the Director Deferred Fee Agreements for Directors Thomas, Howe, Wiseman, Barnitz and Saunders:

Incorporated herein by reference to Exhibit 10.17 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31,

2016 (SEC File No.

The Ohio Valley Bank Company Supplemental Executive Retirement Plan agreement, dated March 6, 2012, between Thomas E.

Wiseman and The Ohio

Valley Bank Company;

Incorporated herein by reference to Exhibit 10.1 to Ohio Valley’s Current Report on Form 8-K filed on March 9, 2012 (File No.

Exhibit Number

Exhibit Description

2016 Determination of Director’s Fees Agreement for purposes of

the Director Deferred Fee Agreement for Director Smith:

Incorporated herein by reference to Exhibit 10.18 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2016 (SEC File No.

2016 Determination of Director’s Fees Agreement for purposes of

the Director Retirement Agreement for Directors Thomas, Howe, Smith, and Wiseman:

Incorporated herein by reference to Exhibit 10.19 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2017 (SEC File No.

The Ohio Valley Bank Company Director Deferred Fee Agreements

between Jeffrey E.

Smith and The Ohio Valley Bank Company that include:

Director Deferred Fee Agreement dated December 1, 1996, the First Amendment to the Director Deferred Fee Agreement, dated May 20, 2003, and the Second Amendment to the

Director Deferred Fee Agreement dated March 29, 2018:

Incorporated herein by reference to Exhibit 10.20 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2018 (SEC File No.

2016 Determination of Director’s Fees Agreement for purposes of

the Director Retirement Agreement for Directors Barnitz and Saunders:

Incorporated herein by reference to Exhibit 10.21 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2016 (SEC File No.

The Ohio Valley Bank Company Director Retirement Agreement, dated

December 19, 2017, between Kimberly A.

Canady and The Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit 10.22 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2017 (SEC File No.

Schedule A to Exhibit

10.22 identifying other Director Retirement Agreements between The Ohio Valley Bank Company and directors of Ohio Valley Banc Corp.:

Filed herewith.

The Ohio Valley Bank Company Director Deferred Fee Agreement, dated December 19, 2017,

between Kimberly A.

Canady and The Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit 10.24 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2017 (SEC File No.

Schedule A to Exhibit 10.24 identifying other Director Deferred

Fee Agreements between The Ohio Valley Bank Company and directors of Ohio Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.24(a) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2017 (SEC File

Severance Agreement for Katrinka Hart-Harris:

The Ohio Valley Bank Company Fourth Amended and Restated Director Retirement Agreement, dated May 13, 2015, between Brent A.

Saunders and The

Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit 10.11 to Ohio Valley’s Quarterly Report on Form 10-Q for period ended September 30, 2015 (File No.

Schedule A to

Exhibit 10.11 identifying other identical Fourth Amended and Restated Director Retirement Agreements between The Ohio Valley Bank Company and directors of Ohio Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.12 to Ohio

Valley’s Quarterly Report on Form 10-Q for period ended September 30, 2015 (File No.

The Ohio Valley Bank Company Third Amended and Restated Director Deferred Fee Agreement, dated May 13, 2015, between Brent A.

Saunders and The

Ohio Valley Bank Company:

Incorporated herein by reference to Exhibit 10.13 to Ohio Valley’s Quarterly Report on Form 10-Q for period ended September 30, 2015 (File No.

Schedule A to Exhibit 10.13 identifying other identical Third Amended and Restated Director Deferred Fee Agreements between The Ohio Valley

Bank Company and directors of Ohio Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.14 to Ohio Valley’s Quarterly Report on Form 10-Q for period ended September 30, 2015 (File No.

The Ohio Valley Bank Company Director Retirement Agreement, dated December 14, 2016, between Brent R.

Eastman and The Ohio Valley Bank

Incorporated herein by reference to Exhibit 10.15 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2016 (File No.

The Ohio Valley Bank Company Director Deferred Fee Agreement, dated December 14, 2016, between Brent R.

Eastman and The Ohio Valley Bank

Incorporated herein by reference to Exhibit 10.16 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2016 (File No.

2016 Determination of Director’s Fees Agreement for purposes of the Director Deferred Fee Agreements for Directors Thomas, Howe, Wiseman,

Barnitz and Saunders:

Incorporated herein by reference to Exhibit 10.17 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2016 (File No.

Determination of Director’s Fees Agreement for purposes of the Director Retirement Agreement for Directors Thomas, Howe, and Wiseman:

Filed herewith.

1 unchanged sentence

Exhibit Description

Ohio Valley’s Annual Report to Shareholders for the fiscal

year ended December 31, 2019:

2016 Determination of Director’s Fees Agreement for purposes of the Director Retirement Agreement for Directors Barnitz and Saunders:

Incorporated herein by reference to Exhibit 10.21 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2016 (File No.

The Ohio Valley Bank Company Director Retirement Agreement, dated December 19, 2017, between Kimberly A.

Canady and The Ohio Valley Bank

Incorporated herein by reference to Exhibit 10.22 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2017 (File No.

Schedule A to Exhibit 10.22 identifying other Director Retirement Agreements between The Ohio Valley Bank Company and directors of Ohio

Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.22(a) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2019 (File No.

The Ohio Valley Bank Company Director Deferred Fee Agreement, dated December 19, 2017, between Kimberly A.

Canady and The Ohio Valley Bank

Incorporated herein by reference to Exhibit 10.24 to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2017 (File No.

Schedule A to Exhibit 10.24 identifying other Director Deferred Fee Agreements between The Ohio Valley Bank Company and directors of Ohio

Valley Banc Corp.:

Incorporated herein by reference to Exhibit 10.24(a) to Ohio Valley’s Annual Report on Form 10-K for fiscal year ended December 31, 2017 (File No.

Ohio Valley’s

Annual Report to Shareholders for the fiscal year ended December 31, 2020:

Filed herewith.

(Not deemed filed except for portions thereof specifically incorporated by reference into this Annual Report on Form 10-K.)

Subsidiaries of Ohio

Filed herewith .

Subsidiaries of Ohio Valley:

Consent of Crowe LLP.:

Filed herewith.

Rule 13a-14(a)/15d-14(a) Certification (Principal Executive

Rule 13a-14(a)/15d-14(a)

Certification (Principal Executive Officer):

Filed herewith.

Rule 13a-14(a)/15d-14(a) Certification (Principal Financial

Rule 13a-14(a)/15d-14(a)

Certification (Principal Financial Officer):

Filed herewith.

Section 1350 Certifications (Principal Executive Officer and

Principal Accounting Officer):

Section 1350 Certifications

(Principal Executive Officer and Principal Accounting Officer):

Filed herewith.

Exhibit Number

Exhibit Description

XBRL Instance Document:

11 unchanged sentences

* Compensatory plan or arrangement.

# Attached as Exhibit 101 to Ohio Valley’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 are the following documents formatted in XBRL (eXtensive Business Reporting Language):

Consolidated Statements of Condition at December 31, 2019 and December 31, 2018;

# Attached as Exhibit 101 to Ohio Valley’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 are the following documents formatted in XBRL

(eXtensive Business Reporting Language):

(i) Consolidated Statements of Condition at December 31, 2020 and December 31, 2019;

(ii) Consolidated Statements of Income for the years ended December 31, 2020, 2019 and 2018;

(iii) Consolidated Statements of Comprehensive Income for the years

ended December 31, 2019, 2018 and 2017;

(iii) Consolidated

Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018;

(iv) Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2020, 2019 and 2018;

(v) Consolidated Statements of Cash Flows for the years ended December 31, 2019,

2018 and 2017;

(v) Consolidated Statements of Cash

Flows for the years ended December 31, 2020, 2019 and 2018;

and (vi) Notes to the Consolidated Financial Statements.

2 unchanged sentences

March 24, 2021

/s/Thomas E.Wiseman

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 16, 2020 by the following persons on behalf of Ohio Valley and in the

capacities indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 24, 2021 by the following persons on behalf of Ohio Valley and in the capacities indicated.

Chief Executive Officer

2 unchanged sentences

Financial Officer (principal financial officer and principal accounting officer)

/s/Jeffrey E.

Chairman of the Board

/s/Kimberly A.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures