OHIO VALLEY BANC CORP
SPLIT DOLLAR AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>13
<FILENAME>exhibit10-1.txt
<DESCRIPTION>SPLIT DOLLAR AGREEMENT
<TEXT>
                                  EXHIBIT 10.1

                          THE OHIO VALLEY BANK COMPANY
                     EXECUTIVE GROUP LIFE SPLIT DOLLAR PLAN


THIS AGREEMENT is made and entered into this 11th day of November,  1996, by and
between THE OHIO VALLEY BANK COMPANY, an Ohio corporation located in Gallipolis,
Ohio (the "Company"), and JEFFREY E. SMITH (the "Executive").


                                  INTRODUCTION

To encourage the Executive to remain an employee of the Company,  the Company is
willing  to  divide  the  death  proceeds  of a  life  insurance  policy  on the
Executive's life. The Company will pay life insurance  premiums from its general
assets.



                                    AGREEMENT

The Company and the Executive agree as follows:

                                    Article 1
                               General Definitions

The following terms shall have the meanings specified:

1.1   "Insured" means the Executive.


1.2   "Insurer"  means  life  insurance  carrier  that has a Split Dollar Policy
      Endorsement attached to this Agreement.

1.3   "Normal Retirement Age" means the Executive's 65th birthday.

1.4   "Policy" means the specific life insurance policy issued by the Insurer.

1.5   "Termination of Employment" means the Executive ceasing to be employed by
      the Company for any reason whatsoever, other than by reason of an approved
      leave of absence.

<PAGE>

                                    Article 2
                           Policy Ownership/Interests

2.1  Company  Ownership.  The  Company is the sole owner of the Policy and shall
have the right to exercise all incidents of ownership.  The Company shall be the
direct  beneficiary  of the  remaining  death  proceeds  after  the  Executive's
interest has been paid under Section 2.2.

2.2 Executive's  Interest.  The death proceeds of the Policy shall be payable to
the beneficiary designated by the Executive to the extent of the greater of: (i)
two times the Executive's highest Total Annual Compensation as determined during
either the current  calendar year in which the  Executive's  death occurs or any
calendar  year prior to the  Executive's  death;  or (ii) the face amount of the
life insurance Policy on the life of the Executive specified in the Split Dollar
Endorsements attached to this Agreement.  "Total Annual Compensation" is defined
as the aggregate of: (1) the  Executive's  base salary for the current  calendar
year; (2) any Christmas  gift,  Executive  bonus and director fees and bonus (if
applicable)  from the previous  calendar year; and (3) any amounts  described in
(1) and (2) herein that have been  deferred  under a qualified or  non-qualified
deferral  plan.  The  Executive  shall  also have the right to elect and  change
settlement options that may be permitted.

2.3 Option to  Purchase.  The  Company  shall not sell,  surrender  or  transfer
ownership of the Policy while this  Agreement is in effect  without first giving
the Executive or the  Executive's  transferee  the option to purchase the Policy
for a period of 60 days from  written  notice of such  intention.  The  purchase
price shall be an amount equal to the cash surrender  value of the Policy.  This
provision shall not impair the right of the Company to terminate this Agreement.

                                    Article 3
                                    Premiums

3.1 Premium Payment. The Company shall pay any premium due on the Policy.

3.2  Economic  Benefit.   The  Company  shall  determine  the  economic  benefit
attributable  to the Executive  based on the amount of the current term rate for
the  Executive's  age multiplied by the aggregate  death benefit  payable to the
Executive's beneficiary.  The "current term rate" is the minimum amount required
to be imputed  under  Revenue  Rulings  64-328  and  66-110,  or any  subsequent
applicable authority.

3.3  Imputed  Income.  The  Company  shall  impute the  economic  benefit to the
Executive on an annual basis.

                                   Article 4
                                   Assignment

The Executive may assign without  consideration all of the Executive's interests
in the Policy and in this Agreement to any person, entity or trust. In the event
the Executive transfers all of the Executive's interest in the Policy,

<PAGE>

then all of the Executive's interest in the Policy and in the Agreement shall be
vested  in the  Executive's  transferee,  who  shall be  substituted  as a party
hereunder and the Executive  shall have no further  interest in the Policy or in
this Agreement.

                                    Article 5
                                     Insurer

The Insurer  shall be bound only by the terms of the Policy.  Any  payments  the
Insurer  makes or actions it takes in  accordance  with the Policy  shall  fully
discharge it from all claims,  suits and demands of all entities or persons. The
Insurer  shall not be bound by or be deemed to have notice of the  provisions of
this Agreement.

                                    Article 6
                                Claims Procedure

6.1 Claims  Procedure.  Any person or entity who has not received benefits under
this Agreement  that he or she believes  should be paid (the  "claimant")  shall
make a claim for such benefits as follows:

6.1.1 Initiation - Written Claim.  The claimant  initiates a claim by submitting
to the Company a written claim for the benefits.

6.1.2 Timing of Company  Response.  The Company  shall  respond to such claimant
within 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 90 days by notifying the claimant in
writing,  prior to the end of the  initial  90-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.

6.1.3 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.

6.2 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:

<PAGE>

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

6.2.2 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.

6.2.3  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.

6.2.4 Timing of Company  Response.  The Company shall respond in writing to such
claimant within 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 60 days by
notifying  the  claimant  in  writing,  prior to the end of the  initial  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.

6.2.5  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 7
                           Amendments and Termination

The Company or the Executive may terminate  this Agreement at any time by giving
written notice to the other party.

<PAGE>
                                    Article 8
                                  Miscellaneous

8.1 Binding Effect.  This Agreement shall bind the Executive and the Company and
their beneficiaries,  survivors, executors,  administrators and transferees, and
any Policy beneficiary.

8.2 No Guarantee of Employment.  This  Agreement is not an employment  policy or
contract.  It does not give the Executive the right to remain 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.

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

8.4  Reorganization.  The Company  shall not merge or  consolidate  into or with
another  company,  or  reorganize,  or sell  substantially  all of its assets to
another  company,  firm or person unless such succeeding or continuing  company,
firm or person agrees to assume and discharge the obligations of the Company.

8.5 Notice.  Any notice,  consent or demand  required or  permitted  to be given
under the  provisions  of this Split  Dollar  Agreement  by one party to another
shall be in writing, shall be signed by the party giving or making the same, and
may be given either by delivering the same to such other party personally, or by
mailing the same, by United States  certified  mail,  postage  prepaid,  to such
party, addressed to his or her last known address as shown on the records of the
Company.  The date of such  mailing  shall  be  deemed  the date of such  mailed
notice, consent or demand.

8.6 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.

8.7  Administration.  The  Company  shall have  powers  which are  necessary  to
administer this Agreement, including but not limited to:

(a)       Interpreting the provisions of this Agreement;

(b)       Establishing and revising the method of accounting for this Agreement;

(c)       Maintaining a record of benefit payments; and

(d)       Establishing rules and prescribing any forms necessary or desirable to
          administer this Agreement.
<PAGE>

8.8  Named  Fiduciary.  The  Company  shall  be the  named  fiduciary  and  plan
administrator  under the Agreement.  The named  fiduciary may delegate to others
certain  aspects of the  management and operation  responsibilities  of the plan
including the employment of advisors and the delegation of ministerial duties to
qualified individuals.



IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day and year
first above written.

EXECUTIVE:                                      COMPANY:
                                                THE OHIO VALLEY BANK COMPANY

/s/ Jeffrey E. Smith                            By: /s/ James L. Dailey
----------------------                          -----------------------
Jeffrey E. Smith
                                                Title: Chairman and CEO

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</DOCUMENT>
