MVB FINANCIAL CORP (Form: 10-K, Received: 03/16/2015 16:42:12)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from To

Commission file Number 34603-9

MVB Financial Corp.

(Exact name of registrant as specified in its charter)


West Virginia		20-0034461
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

301 Virginia Avenue, Fairmont, WV		26554
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number (304) 363-4800

(Former name, former address and former fiscal year, if changed since last report) [None]

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Name of each exchange on which registered
Common Stock, $1.00 Par		None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $1.00 Par

(Title of Class)

Preferred Stock $1,000.00 Par

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) Act. Yes ☐ No ☒

Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K . Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ☐		Accelerated filer ☒		Non-accelerated filer ☐		Smaller reporting company ☐

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ .

Based upon the average selling price of sales known to the Registrant of the common shares of the Registrant during the period through June 30, 201 4 , the aggregate market value of the common shares of the Registrant held by non affiliates during that time was $105,974,912 . For this purpose certain executive officers and directors are considered affiliates. .

Portions of the registrant’s definitive proxy statement relating to the Annual Meeting to be held May 19 , 2015 , are incorporated by reference into Part III of this Annual Report on Form 10-K.

As of March 16 , 2015 , the Registrant had 7,983,285 shares of common stock outstanding with a par value of $1.

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TABLE OF CONTENTS

		Page

PART I

Item 1.	Business	3

Item 1A.	Risk Factors	12

Item 1B.	Unresolved Staff Comments	12

Item 2.	Properties	12

Item 3.	Legal Proceedings	13

Item 4.	Mine Safety Disclosure	13

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuers Purchases of Equity Securities	13

Item 6.	Selected Financial Data	14

Item 7.	Management’s discussion and analysis of financial condition and results of operations	14

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 8.	Financial Statements and Supplementary Data	35

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	87

Item 9A.	Controls and Procedures	87

Item 9B.	Other Information	90

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	90

Item 11.	Executive Compensation	90

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	90

Item 13.	Certain Relationships and Related transactions, and Director Independence	90

Item 14.	Principal Accountant Fees and Services	90

Part IV

Item 15.	Exhibits and Financial Statement Schedules	91

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PART I

ITEM 1.BUSINESS

MVB Financial Corp. (“the Company”) was formed on January 1, 2004, as a bank holding company and, effective December 19, 2012, became a financial holding company. The Company features multiple subsidiaries and affiliated businesses, including MVB Bank, Inc. (the “Bank” or “MVB Bank”) and its wholly-owned subsidiary MVB Mortgage and MVB Insurance, LLC (“MVB Insurance”). On December 31, 2013, three Company subsidiaries, MVB-Central, Inc. (a second-tier level holding company), MVB-East, Inc. (a second tier holding company) and Bank Compliance Solutions, Inc. (an inactive subsidiary) were merged into the Company.

The Bank was formed on October 30, 1997 and chartered under the laws of the State of West Virginia. The Bank commenced operations on January 4, 1999. In August of 2005, the Bank opened a full service office in neighboring Harrison County, West Virginia. During October of 2005, the Bank purchased a branch office in Jefferson County, West Virginia, situated in West Virginia’s eastern panhandle. During the third quarter of 2007, the Bank opened a full service office in the Martinsburg area of Berkeley County, West Virginia. In the second quarter of 2011, the Bank opened a banking facility in the Cheat Lake area of Monongalia County, West Virginia. The Bank opened its second Harrison County, West Virginia location, the downtown Clarksburg office in the historic Empire Building during the fourth quarter of 2012.

Also during the fourth quarter of 2012, the Bank acquired Potomac Mortgage Group, Inc. (“PMG” which, following July 15, 2013, began doing business under the registered trade name “MVB Mortgage”), a mortgage company in the northern Virginia area, and fifty percent (50%) interest in a mortgage services company, Lender Service Provider, LLC (“LSP”). In the third quarter of 2013, this fifty percent (50%) interest in LSP was reduced to a twenty-five percent (25%) interest through a sale of a partial interest. This PMG acquisition provided the Company and the Bank the opportunity to make the mortgage banking operation a much more significant line of business to further diversify its net income stream. MVB Mortgage has eleven mortgage o nly offices, located in Virginia, within the Washington, District of Columbia / Baltimore, Maryland metropolitan area as well as North Carolina and South Carolina, and, in addition, has mortgage loan originators located at select Bank locations throughout West Virginia.

In the first quarter of 2013, the Bank opened its second Monongalia County location in the Sabraton area of Morgantown, West Virginia. In the second quarter of 2013, the Bank opened its second full service office in Berkeley County, West Virginia, at Edwin Miller Boulevard. In addition, t he Bank opened a loan production office at 184 Summers Street, Charleston, Kanawha County, West Virginia, which was subsequently moved to 400 Washington Street East, Charleston, West Virginia and later replaced during March 2015 by a full service branch at the same location. During the first quarter of 2014, the Company continued to focus on growth in the Harrison, Berkeley, Jefferson and Monongalia County areas, as well as the Kanawha county area, as the primary method for reaching performance goals. In addition, t he Bank opened a loan production office in Reston, Fairfax County, Virginia, from which the Bank operates as MVB Commercial Lending Company. The Company continuously reviews key performance indicators to measure our success.

C urrently, the Bank operates eleven full-service banking branches in West Virginia, which are located at: 301 Virginia Avenue in Fairmont, Marion County; 9789 Mall Loop (inside the Shop N Save Supermarket) in White Hall, Marion County; 1000 Johnson Avenue in Bridgeport, Harrison County; 406 West Main St. in Clarksburg, Harrison County; 88 Somerset Boulevard in Charles Town, Jefferson County; 651 Foxcroft Avenue in Martinsburg, Berkeley County; 2400 Cranberry Square in Cheat Lake, Monongalia County; 10 Sterling Drive in Morgantown, Monongalia County; and 231 Aikens Center in Martinsburg, Berkeley County. During February 201 5, the Bank opened a location at 100 NASA Boulevard, Fairmon t, Marion County, West Virginia, which will ultimately replace the 9789 Mall Loop, White Hall, Marion County, West Virginia location as the Technology Park location offers a drive-thru facility to better serve customers. During March 2015, the location at 9789 Mall Loop will be closed. Additionally during March 2015, the Bank opened a new full service location at 400 Washington Street East, Charleston, Kanawha County , West Virg inia, replacing its loan production office at the same address. In addition, as noted, the Bank operates a loan production office as MVB Commercial Lending Company, at 1801 Reston Parkway, Suite 103, Rest on, Fairfax County, Virginia.

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In addition to MVB Mortgage, the Company has a wholly-owned subsidiary, MVB Insurance, LLC. MVB Insurance was originally formed in 2000 and reinstated in 2005, as a Bank subsidiary. Effective June 1, 2013, MVB Insurance became a direct subsidiary of the Company. MVB Insurance offers select insurance products such as title insurance, individual insurance, commercial insurance, employee benefits insurance, and professional liability insurance. MVB Insurance maintains its headquarters at 301 Virginia Avenue, Fairmont, West Virginia, and operates offices at: 48 Donley Street, Suite 703, Morgantown, West Virginia, 400 Washington Street E ast , Charleston, West Virginia,; and 355 Wharton Circle, Suite 123, Triadelphia, West Virginia.

At December 31, 2014 , the Company had total assets o f $1,110.5 million, total loans of $798.3 m illion, total deposits of $823.2 million and tot al stockholders’ equity of $109.4 million.

The Company’s primary business activities, through its Subsidiaries, are currently community banking, mortgage banking, insurance services, and wealth management. As a community banking entity, the Bank offers its customers a full range of products through various delivery channels. Such products and services include checking accounts, NOW accounts, money market and savings accounts, time certificates of deposit, commercial, installment, commercial real estate and residential real estate mortgage loans, debit cards, and safe deposit rental facilities. Services are provided through our walk-in offices, automated teller machines (“ATMs”), drive-in facilities, and internet and telephone banking. Additionally, the Bank offers non-deposit investment products through an association with a broker- dealer . Since the opening date of January 4, 1999, the Bank, has experienced significant growth in assets, loans, and deposits due to overwhelming community and customer support in the Marion County, West Virginia and Harrison County, West Virginia markets, expansion into West Virginia’s eastern panhandle counties and, most recently, into Monongalia County, West Virginia. With the acquisition of PMG, mortgage banking is now a much more significant focus, which has opened up increased market opportunities in the Washington, District of Columbia metropolitan region and added enough volume to better diversify the Company’s earnings stream.

At December 31, 2014 , the Company had 324 full-time equivalent employees. The Company’s principal office is located at 301 Virginia Avenue, Fairmont, West Virginia 26554, and its telephone number is (304) 363-4800. The Company’s Internet web site is www.mvbbanking.com.

Segment Reporting

Beginning in 2013, the Company began to operate in a decentralized fashion in three principal business activities: commercial and retail banking services; mortgage banking services; and insurance services. Revenue from commercial and retail banking activities consists primarily of interest earned on loans and investment securities and service charges on deposit accounts.

Revenue from insurance services is comprised mainly of commissions on the sale of insurance products.

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Information about the reportable segments and reconciliation to the consolidated financial statements for the years ended December 31, 2014 and 2013 are as follows:


	Commercial
	&
	Retail		Mortgage				Intercompany
(in thousands)	Banking		Banking		Insurance		Eliminations		Consolidated
Revenues:
Interest income	$	32,258	$	2,891	$	—	$	1,265	$	36,414
Gain on loans held for sale		900		18,691		—		(1,199)		18,392
Insurance income		—		—		3,523		—		3,523
Other income		4,930		325		—		(1,239)		4,016
Total operating income		38,088		21,907		3,523		(1,173)		62,345
Expenses:
Interest expense		7,366		1,635		—		(918)		8,083
Salaries and employee benefits		13,287		14,487		3,417		—		31,191
Provision for loan losses		2,582		—		—		—		2,582
Other expense		12,094		5,640		1,027		(255)		18,506
Total operating expenses		35,329		21,762		4,444		(1,173)		60,362
Income (loss) before income taxes		2,759		145		(921)		—		1,983
Income tax expense (benefit)		208		40		(344)		—		(96)
Net income (loss)		2,551		105		(577)		—		2,079
Preferred stock dividends		332		—		—		—		332
Net income (loss) available to common shareholders	$	2,219	$	105	$	(577)	$	—	$	1,747

Capital expenditures for the year ended December 31, 2014	$	9,112	$	333	$	353	$	—	$	9,798
Total assets as of December 31, 2014		1,189,746		101,791		4,031		(185,109)		1,110,459
Goodwill as of December 31, 2014		897		16,882		—		—		17,779

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	Commercial
	&
	Retail		Mortgage				Intercompany
(in thousands)	Banking		Banking		Insurance		Eliminations		Consolidated
Revenues:
Interest income	$	25,088	$	2,103	$	—	$	(231)	$	26,960
Gain on loans held for sale		2,853		19,042		—		(415)		21,480
Insurance income		—		—		1,722		—		1,722
Other income		3,843		1,400		—		—		5,243
Total operating income		31,784		22,545		1,722		(646)		55,405
Expenses:
Interest expense		5,014		1,181		—		(646)		5,549
Salaries and employee benefits		12,441		13,017		1,609		—		27,067
Provision for loan losses		2,260		—		—		—		2,260
Other expense		9,811		5,081		634		—		15,526
Total operating expenses		29,526		19,279		2,243		(646)		50,402
Income (loss) before income taxes		2,258		3,266		(521)		—		5,003
Income tax expense (benefit)		5		1,240		(262)		—		983
Net income (loss)		2,253		2,026		(259)		—		4,020
Preferred stock dividends		85		—		—		—		85
Net income (loss) available to common shareholders	$	2,168	$	2,026	$	(259)	$	—	$	3,935

Capital expenditures for the year ended December 31, 2013	$	5,613	$	489	$	399	$	—	$	6,501
Total assets as of December 31, 2013		1,021,097		92,290		3,012		(129,339)		987,060
Goodwill as of December 31, 2013		897		16,882		—		—		17,779

Commercial & Retail Banking

For the year ended December 31, 2014, the Commercial & Re tail Banking segment earned $2.2 million compared to $2.2 million in 2013. Net interest income increased by $4.8 million, mostly the result of average loan balances increasing by $219.7 million. Noninterest income decreased by $866, largely the result of decreased income from portfolio loans held for sale of $1.9 million. This was the result of integrating the mortgage company in mid-2013, as the bank mortgage volume was transferred to the mortgage company. Noninterest expense increased by $3.1 million, mainly the result of the following: $846 increase in salaries expense, $733 increase in occupancy and equipment expense, $340 increase in data processing expense, $330 increase in FDIC expense, $274 increase in consulting expense and $230 increase in legal expense. L oan loss provision also increased by $322 as a result of loan growth.

Mortgage Banking

For the year ended December 31, 2014, t he Mor tgage Banking segment earned $105 compared to earning $2.0 million in 2013. Net interest income increased $334, noninterest income decreased by $1.4 million and nonin terest expense increased by $2.0 million. The $1.8 million earnin gs decrease is mainly due to a 17.1% decrease in origination volume, an increase in personnel expense of $1.5 million due to the addition of seven additional offices and employees to expand

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the base of operations as the mortgage business becomes more focused on purchase loans and less on the refinance business and the impact of a refinement in accou nting estimate of $706 related to interest rate lock commitments.

Insurance

For the year ended December 31, 2014, the Insurance segment lost $577 compared to $259 in 2013. Noninterest income increased by $1.8 million and nonin terest expense increased by $2.2 million. Income tax benefit for 2014 increased by $ 82 .

Market Area

The Company’s primary market areas are the Marion, Harrison, Jefferson, Berkeley, Monongalia, and Kanawha counties of West Virginia, as well as the northern Virginia area for the mortgage and commercial lending business. Its extended market is in the adjacent counties.

United States Census Bureau data indicates that the Fairmont and Marion County, West Virginia populations have had somewhat different trends from 1980 to 2010. The population of Fairmont has fluctuated from 23,863 in 1980; 20,210 in 1990; 19,097 in 2000 and 18,704 in 2010, or a net decline of 5,159 or 21.6%. Marion County increased its population from 1980 to 1990, 55,789 to 57,249, decreased to 56,598 in 2000 and decreased to 56,418 in 2010. These changes resulted in a net increase of 1.1%. The Marion County population includes that of Fairmont. The result is that over the last 30 years, there has not been any significant change in population. Harrison County’s population decreased from 69,371 in 1990 to 68,652 in 2000, increased to 69,099 in 2010 while Bridgeport’s population has increased from 7,306 in 2000 to 7,896 in 2010, indicating that while population change in Harrison County has been relatively flat, the Bridgeport area is growing. The population in Jefferson County has been on the rise in recent years, increasing from 42,190 in 2000 to 53,498 in 2010. During this period, Charles Town has seen an increase in population of 80.9% to 5,259 in 2010. Berkeley County’s population has grown from 75,905 in 2000 to 104,169 in 2010, making it the second-most populous county in West Virginia. Martinsburg’s population has increased 15.1% since 2000 to 17,227 in 2010. Monongalia County’s population has increased from 81,866 in 2000 to 96,189 in 2010, an increase of 17.5%. Morgantown’s population in 2010 was 29,660, an increase of 2,851 or 10.6% since 2000. Kanawha County’s population decreased slightly from 200,073 in 2000 to 193,063 in 2010, a decrease of 3.5%. Charleston’s population in 2010 was 51,400, a decrease of 2,021 or 3.93% since 2000. Based upon this data, the company’s offices are in some of the most desirable locations in the state of West Virginia.

The current economic climate in West Virginia, and, in particular, in the six counties in which the Company and the Bank focuses possess better economic climates than the general national climate. Unemploym ent in the United States was 5.4% and 6.5% in December 2014 and 2013, respectively. The unemployment levels in the six West Virginia counties where MVB operates in were as follows for the periods indicated:


	December 2014		December 2013
Berkeley County	4.9	%	4.7	%
Harrison County	4.3	%	4.5	%
Jefferson County	3.7	%	4.1	%
Marion County	4.6	%	4.8	%
Monongalia County	3.1	%	3.4	%
Kanawha County	4.9	%	5.0	%

The numbers from all six counties continue to be significantly better than the national numbers. The Company and the Bank nonperforming loan information supports the fact that the West Virginia economy has not suffered as much as that

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of the nation as a whole. Nonperforming loans to total loans were 1.16 % in Dec emb er of 2014 versus 0.14% in Dec ember of 2013 and char ge offs to total loans were 0.16% and 0.25 % for each period respectively. The Company and the Bank continue to closely monitor economic and delinquency trends.

The Company originates various types of loans, including commercial and commercial real estate loans, residential real estate loans, home equity lines of credit, real estate construction loans, and consumer loans (loans to individuals). In general, the Company retains most of its originated loans (exclusive of certain long-term, fixed rate residential mortgages that are sold.) However, loans originated in excess of the Bank’s legal lending limit are participated to other banking institutions and the servicing of those loans is retained by the bank. The Company has no loans to foreign entities. The Company’s lending market area is primarily concentrated in the Marion, Harrison, Berkeley, Jefferson , Kanawha and Monongalia Counties of West Virginia, as well as the northern Virginia area for mortgage and commercial lending.

Commercial Loans

At December 31, 2014 , the Bank had outstanding approximatel y $560.8 million in commercial loans, including commercial, commercial real estate, financial and agricultural loans. These loan s represented approximately 70.3 % of the total aggregate loan portfolio as of that date.

Lending Practices . Commercial lending entails significant additional risks as compared with consumer lending (i.e., single-family residential mortgage lending, and installment lending). In addition, the payment experience on commercial loans typically depends on adequate cash flow of a business and thus may be subject, to a greater extent, to adverse conditions in the general economy or in a specific industry. Loan terms include amortization schedules commensurate with the purpose of each loan, the source of repayment and the risk involved. The primary analysis technique used in determining whether to grant a commercial loan is the review of a schedule of estimated cash flows to evaluate whether anticipated future cash flows will be adequate to service both interest and principal due. In addition, the Bank reviews collateral to determine its value in relation to the loan in the event of a foreclosure.

The Bank evaluates all new commercial loans, as well as customers that have total outstanding loans t hat aggregate more than $1,000 . If deterioration in c redit worthiness has occurred, t he Bank takes effective and prompt action designed to assure repayment of the loan. Upon detection of the reduced ability of a borrower to meet original cash flow obligations, the loan is considered a classified loan and reviewed for possible downgrading or placement on non-accrual status.

Consumer Loans

At December 31, 2014 , the Bank had outstanding consumer loans in an aggregate amount of approximate ly $1 7.1 million or approximately 2.1 % of the aggregate total loan portfolio.

Lending Practices . Consumer loans generally involve more risk as to collectability than mortgage loans because of the type and nature of the collateral and, in certain instances, the absence of collateral. As a result, consumer lending collections are dependent upon the borrower’s continued financial stability, and thus are more likely to be adversely affected by employment loss, personal bankruptcy, or adverse economic conditions. Credit approval for consumer loans requires demonstration of sufficiency of income to repay principal and interest due, stability of employment, a positive credit record and sufficient collateral for secured loans. It is the policy of the Bank to review its consumer loan portfolio monthly and to charge off loans that do not meet its standards and to adhere strictly to all laws and regulations governing consumer lending.

Real Estate Loans

At December 31, 2014 , t he Bank had approximately $220.4 million of residential real estate loans, home equity lines of credit, and construction mortgage s outstanding, representing 27.6 % of total loans outstanding.

Lending Practices . The Bank generally requires that the residential real estate loan amount be no more than 80% of the purchase price or the appraised value of the real estate securing the loan, unless the borrower obtains private mortgage insurance for the percentage exceeding 80%. Occasionally, the Bank may lend up to 100% of the appraised value of the

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real estate. Loans made in this lending category are generally one to ten year adjustable rate, fully amortizing to maturity mortgages. MVB Bank also originates fixed rate real estate loans and generally sells these loans in the secondary market. Most real estate loans are secured by first mortgages with evidence of title in favor of the Bank in the form of an attorney’s opinion of the title or a title insurance policy. MVB Bank also requires proof of hazard insurance with the Bank named as the mortgagee and as the loss payee. Full appraisals are obtained from licensed appraisers for the majority of loans secured by real estate.

Home Equity Loans . Home equity lines of credit are generally made as second mortgages by MVB Bank. The maximum amount of a home equity line of credit is generally limited to 80% of the appraised value of the property less the balance of the first mortgage. The Bank will lend up to 100% of the appraised value of the property at higher interest rates which are considered compatible with the additional risk assumed in these types of loans. The home equity lines of credit are written with 10 year terms, but are subject to review upon request for renewal.

Construction Loans . Construction financing is generally considered to involve a higher degree of risk of loss than long-term financing on improved, occupied real estate. Risk of loss on a construction loan is dependent largely upon the accuracy of the initial estimate of the property’s value at completion of construction and the estimated cost (including interest) of construction. If the estimate of construction cost proves to be inaccurate, MVB may advance funds beyond the amount originally committed to permit completion of the project.

Competition

The Company experiences significant competition in attracting depositors and borrowers. Competition in lending activities comes principally from other commercial banks, savings associations, insurance companies, governmental agencies, credit unions, brokerage firms and pension funds. The primary factors in competing for loans are interest rate and overall lending services. Competition for deposits comes from other commercial banks, savings associations, money market funds and credit unions as well as from insurance companies and brokerage firms. The primary factors in competing for deposits are interest rates paid on deposits, account liquidity, convenience of office location and overall financial condition. The Company believes that its community approach provides flexibility, which enables the bank to offer an array of banking products and services.

The Company primarily focuses on the Marion, H arrison, Jefferson, Berkeley, Monongalia and Kanawha County markets in West Virginia and the northern Virginia area for its products and services. Management believes it has developed a niche and a level of expertise in serving this area.

The Company operates under a “needs-based” selling approach that management believes has proven successful in serving the financial needs of most customers. It is not the Company’s strategy to compete solely on the basis of interest rates. Management believes that a focus on customer relationships and service will promote our customers’ continued use of our financial products and services and will lead to enhanced revenue opportunities.

Supervision and Regulation

The following is a summary of certain statutes and regulations affecting the Company and its subsidiaries and is qualified in its entirety by reference to such statutes and regulations:

Financial Holding Company Regulation — MVB Financial Corp. is a financial holding company under the Bank Holding Company Act of 1956, as amended, or BHCA, and is subject to the reporting requirements of, and examination and regulation by, the Federal Reserve Board. In general, the BHCA limits the business of bank holding companies to banking, managing or controlling banks and other activities that the Federal Reserve Board has determined to be so closely related to banking as to be a proper incident thereto. Under the BHCA, bank holding companies that qualify and elect to be financial holding companies, such as MVB Financial Corp., may engage in any activity, or acquire and retain the shares of a company engaged in any activity, that is either(i)financial in nature or incidental to such financial activity (as determined by the Federal Reserve Board in consultation with the Office of the Comptroller of the Currency) or (ii) complementary to a financial activity and does not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally (as solely determined by the Federal Reserve Board). MVB Financial

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Corp.’s subsidiary bank, MVB Bank, Inc., is subject to restrictions imposed by the Federal Reserve Act on transactions with affiliates. The Company and its subsidiaries are prohibited from engaging in certain tying arrangements in connection with extensions of credit and/or the provision of other property or services to a customer by MVB Financial Corp. or its subsidiaries.

On July 30, 2002, the Senate and the House of Representatives of the United States (Congress) enacted the Sarbanes-Oxley Act of 2002, a law that addresses, among other issues, corporate governance, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate information. The New York Stock Exchange proposed corporate governance rules that were enacted by the Securities and Exchange Commission. The changes are intended to allow stockholders to more easily and efficiently monitor the performance of companies and directors and should not significantly impact the Company.

Effective August 29, 2002, as directed by Section 302(a) of Sarbanes-Oxley, MVB Financial Corp.’s chief executive officer and chief financial officer are each required to certify that the company’s Quarterly and Annual Reports do not contain any untrue statement of a material fact. The rules have several requirements, including having these officers certify that: they are responsible for establishing, maintaining and regularly evaluating the effectiveness of MVB Financial Corp.’s internal controls; they have made certain disclosures to the Company’s auditors and the audit committee of the Board of Directors about the company’s internal controls; and they have included information in MVB Financial Corp.’s Quarterly and Annual Reports about their evaluation and whether there have been significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to the evaluation.

The Gramm-Leach-Bliley Act (also known as the Financial Services Modernization Act of 1999) permits bank holding companies to become financial holding companies. This allows them to affiliate with securities firms and insurance companies and to engage in other activities that are financial in nature. A bank holding company may become a financial holding company if each of its subsidiary banks is well capitalized, is well managed and has at least a satisfactory rating under the Community Reinvestment Act. No regulatory approval will be required for a financial holding company to acquire a company, other than a bank or savings association, engaged in activities that are financial in nature or incidental to activities that are financial in nature, as determined by the Federal Reserve Board.

The Financial Services Modernization Act defines “financial in nature” to include: securities underwriting, dealing and market making; sponsoring mutual funds and investment companies; insurance underwriting and agency; merchant banking activities; and activities that the Federal Reserve Board has determined to be closely related to banking. A bank also may engage, subject to limitations on investment, in activities that are financial in nature, other than insurance underwriting, insurance company portfolio investment, real estate development and real estate investment, through a financial subsidiary of the bank, if the bank is well capitalized, well managed and has at least a satisfactory Community Reinvestment Act rating.

Banking Subsidiary Regulation . MVB Bank, Inc. was chartered as a state bank and is regulated by the West Virginia Division of Financial Institutions and the Federal Deposit Insurance Corporation. The Bank provides FDIC insurance on its deposits and is a member of the Federal Home Loan Bank of Pittsburgh (“FHLB”).

International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (USA Patriot Act)

The International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Patriot Act”) was adopted in response to the September 11, 2001 terrorist attacks. The Patriot Act provides law enforcement with greater powers to investigate terrorism and prevent future terrorist acts. Among the broad-reaching provisions contained in the Patriot Act are several designed to deter terrorists’ ability to launder money in the United States and provide law enforcement with additional powers to investigate how terrorists and terrorist organizations are financed. The Patriot Act creates additional requirements for banks, which were already subject to similar regulations. The Patriot Act authorizes the Secretary of the Treasury to require financial institutions to take certain “special measures” when the Secretary suspects that certain transactions or accounts are related to money laundering. These special measures may be ordered when the Secretary suspects that a jurisdiction outside of the United States, a financial institution operating outside of the United States, a class of transactions involving a jurisdiction outside of the United States or certain types

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of accounts are of “primary money laundering concern.” The special measures include the following: (a) require financial institutions to keep records and report on the transactions or accounts at issue; (b) require financial institutions to obtain and retain information related to the beneficial ownership of any account opened or maintained by foreign persons; (c)require financial institutions to identify each customer who is permitted to use a payable-through or correspondent account and obtain certain information from each customer permitted to use the account; and (d) prohibit or impose conditions on the opening or maintaining of correspondent or payable-through accounts.

Federal Deposit Insurance Corporation

The FDIC insures the deposits of the Bank which is subject to the applicable provisions of the Federal Deposit Insurance Act. The FDIC may terminate a bank’s deposit insurance upon finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition enacted or imposed by the bank’s regulatory agency.

Federal Home Loan Bank

The FHLB provides credit to its members in the form of advances. As a member of the FHLB of Pittsburgh, the Bank must maintain an investment in the capital stock of that FHLB in an amount equal to 0.35% of the calculated Member Asset Value (MAV) plus 4.60% of outstanding advances. The MAV is determined by taking line item values for various investment and loan classes and applying an FHLB haircut to each item.

Capital Requirements

Federal Reserve Board . The Federal Reserve Board has adopted risk-based capital guidelines for bank holding companies. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning assets and off-balance sheet items to broad risk categories. For further discussion regarding the Bank’s risk-based capital requirements, see Note 14 of the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.

West Virginia Division of Financial Institutions . State banks, such as MVB Bank, Inc. are subject to similar capital requirements adopted by the West Virginia Division of Financial Institutions.

Limits on Dividends

The Company’s ability to obtain funds for the payment of dividends and for other cash requirements largely depends on the amount of dividends the Company declares. However, the Federal Reserve Board expects MVB Financial Corp. to serve as a source of strength to the Bank. The Federal Reserve Board may require the Company to retain capital for further investment in the Bank, rather than pay dividends to its shareholders. MVB Bank, Inc. may not pay dividends to MVB if, after paying those dividends, the Bank would fail to meet the required minimum levels under the risk-based capital guidelines and the minimum leverage ratio requirements. The Bank must have the approval from the West Virginia Division of Financial Institutions if a dividend in any year would cause the total dividends for that year to exceed the sum of the current year’s net earnings as defined and the retained earnings for the preceding two years as defined, less required transfers to surplus. These provisions could limit the Company’s ability to pay dividends on its outstanding common shares.

Federal and State Consumer Laws

MVB Bank, Inc. is subject to regulatory oversight under various consumer protection and fair lending laws. These laws govern, among other things, truth-in-lending disclosure, equal credit opportunity, fair credit reporting and community reinvestment. Failure to abide by federal laws and regulations governing community reinvestment could limit the ability of a bank to open a new branch or engage in a merger transaction. Community reinvestment regulations evaluate how well and to what extent a bank lends and invests in its designated service area, with particular emphasis on low-to-moderate income communities and borrowers in such areas.

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Monetary Policy and Economic Conditions

The business of financial institutions is affected not only by general economic conditions, but also by the policies of various governmental regulatory agencies, including the Federal Reserve Board. The Federal Reserve Board regulates money and credit conditions and interest rates to influence general economic conditions primarily through open market operations in U.S. government securities, changes in the discount rate on bank borrowings and changes in the reserve requirements against depository institutions’ deposits. These policies and regulations significantly affect the overall growth and distribution of loans, investments and deposits, and the interest rates charged on loans, as well as the interest rates paid on deposit accounts.

The monetary policies of the Federal Reserve Board have had a significant effect on the operating results of financial institutions in the past and are expected to continue to have significant effects in the future. In view of the changing conditions in the economy and the money markets and the activities of monetary and fiscal authorities, the Company cannot predict future changes in interest rates, credit availability or deposit levels.

Effect of Environmental Regulation

The Company’s primary exposure to environmental risk is through its lending activities. In cases when management believes environmental risk potentially exists, the Company mitigates its environmental risk exposures by requiring environmental site assessments at the time of loan origination to confirm collateral quality as to commercial real estate parcels posing higher than normal potential for environmental impact, as determined by reference to present and past uses of the subject property and adjacent sites. Environmental assessments are typically required prior to any foreclosure activity involving non-residential real estate collateral.

With regard to residential real estate lending, management reviews those loans with inherent environmental risk on an individual basis and makes decisions based on the dollar amount of the loan and the materiality of the specific credit.

The Company anticipates no material effect on anticipated capital expenditures, earnings or competitive position as a result of compliance with federal, state or local environmental protection laws or regulations.

ITEM 1 A.RISK FACTOR S

No response required.

ITEM 1 B.UNRESOLVED STAFF COMMENTS

No response required.

ITEM 2.PROPERTIES

The Company, through its Bank subsidiary, owns its main office located at 301 Virginia Avenue in Fairmont, West Virginia, along with its offices at 1000 Johnson Avenue in Bridgeport, West Virginia; 88 Somerset Boulevard in Charles Town, West Virginia; 651 Foxcroft Avenue in Martinsburg, West Virginia; 10 Sterling Drive in Morgantown, West Virginia; 100 NASA Boulevard in Fairmont, West Virginia; and 400 Washington Street East in Charleston, West Virginia..

The Company, through its Bank subsidiary, leases its office at 9789 Mall Loop inside the Shop N Save supermarket in White Hall, West Virginia;, the 2400 Cranberry Square office in Morgantown, West Virginia; the 406 West Main Street office in Clarksburg, West Virginia; the operations center space in Bridgeport, West Virginia; and the 231 Aikens Center office in Martinsburg, West Virginia. The Company, through its MVB Insurance subsidiary, leases the 300 Wharton Circle office space in Triadelphia, West Virginia; and the 48 Donley Street office space in Morgantown, West Virginia. The Company also leases additional space at 48 Donley Street in Morgantown, West Virginia. Office space is also leased at the following locations by the Company’s MVB Mortgage subsidiary: 4035 Ridgetop Road in Fairfax, Virginia;, 20130 Lakeview Center Plaza in Ashburn, Virginia;, 11325 Random Hills Road in Fairfax, Virginia; 1311-A

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Dolley Madison Boulevard in McLean, Virginia; 1206 Laskin Road in Virginia Beach, Virginia;, 1400 K Street NW in Washington, District of Columbia; 824 Meeting Street in West Columbia, South Carolina; 2508 Raeford Road in Fayetteville, North Carolina; 706 Green Valley Road in Greensboro, North Carolina; 4020 Wake Forest Road in Raleigh, North Carolina; 2011-1 Elk Road SW in Supply, North Carolina; and 1838 Sir Tyler Drive in Wilmington, North Carolina.

Additional information concerning the property and equipment owned or leased by the Company and its subsidiaries is incorporated herein by reference from “Note 4, Premises and Equipment” and “Note 16, Leases” of the Notes to the Financial Statements included in Item 8 of this Form 10-K.

ITEM 3. LEGAL PROCEEDING S

From time to time in the ordinary course of business, the Company and its subsidiaries are subject to claims, asserted or unasserted, or named as a party to lawsuits or investigations. Litigation, in general, and intellectual property and securities litigation in particular, can be expensive and disruptive to normal business operations. Moreover, the results of legal proceedings cannot be predicted with any certainty and in the case of more complex legal proceedings, the results are difficult to predict at all. The Company is not aware of any asserted or unasserted legal proceedings or claims that the Company believes would have a material adverse effect on the Company’s financial condition or results of the Company’s operations.

ITEM 4.MINE SAFETY DISCLOSURES

No response required.

PART I I

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUIT Y, RELATED STOCKHOLDER MATTERS AND ISSUERS PURCHASES OF EQUITY SECURITIES

MVB Financial Corp.’s common shares are not traded on any national exchange.

The table presented below sets forth the estimated market value for the indicated periods based upon sales known to management with respect to the Company’s common shares. The information set forth in the table is based on knowledge of certain arms-length transactions in the stock. In addition, dividends are subject to the restrictions described in Note 15 to the financial statements.

Quarterly Market and Dividend Information:


	2014				2013
	Estimated				Estimated
	Market Value				Market Value
	Per Share		Dividend		Per Share		Dividend

Fourth Quarter	$	14.99	$	0.04	$	16.60	$	0.04
Third Quarter		15.70		—		19.25		—
Second Quarter		16.00		0.04		14.13		0.035
First Quarter		16.50		—		12.25		—

MVB Financial Corp. had 1,197 stockholders of record at December 31, 2014 . The Company began paying an annual dividend of $.05 per share beginning in December 2008 through December 2011. Beginning in 2012 , the Company began paying a semi-annual dividend of $.04 per share in June and December. In 2013 and 2014, MVB Financial Corp. paid a semi-annual dividend of $.04 per share in June and $.04 per share in December. No dividends were paid prior to 2008.

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Equity Compensation Plan Information


				Number of securities
				remaining available for
				future issuance under
	Number of securities to			equity compensation
	be issued upon	Weighted-average		plans (excluding
	exercise	exercise price of		securities reflected in
	of outstanding options	outstanding options		column (a))
Plan Category	(a)	(b)		(c)
Equity compensation plans approved by security holders	543,870	$	9.60	887,895
Equity compensation plans not approved by security holders	n/a		n/a	n/a
Total	543,870	$	9.60	887,895

Durin g 2014, 6,400 stock options under the Company’s equity compensation plan were exercised.

ITEM 6.SELECTED FINANCIAL DATA

No response required.

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSI S OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking Statements:

Statements in this Annual Report on Form 10-K that are based on other than historical data are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations or forecasts of future events and include, among others:

statements with respect to the beliefs, plans, objectives, goals, guidelines, expectations, anticipations, and future financial condition, results of operations and performance of MVB Financial Corp. (the “Company”) and its subsidiaries (collectively “we,” “our,” or “us), including MVB Bank, Inc. (the “Bank”);

statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” or similar expressions.

These forward-looking statements are not guarantees of future performance, nor should they be relied upon as representing the Company’s or the Bank management’s views as of any subsequent date. Forward-looking statements involve significant risks and uncertainties and actual results may differ materially from those presented, either expressed or implied, including, but not limited to, those presented in this Management’s Discussion and Analysis section. Factors that might cause such differences include, but are not limited to:

the ability of the Company, the Bank, MVB Mortgage, and MVB Insurance to successfully execute business plans, manage risks, and achieve objectives;

changes in local, national and international political and economic conditions, including without limitation the political and economic effects of the recent economic crisis, delay of recovery from that crisis, economic conditions and fiscal imbalances in the United States and other countries, potential or actual downgrades in rating of sovereign debt issued by the United States and other countries, and other major developments, including wars, military actions, and terrorist attacks;

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changes in financial market conditions, either internationally, nationally or locally in areas in which the Company, the Bank, MVB Mortgage, and MVB Insurance conduct operations, including without limitation, reduced rates of business formation and growth, commercial and residential real estate development and real estate prices;

fluctuations in markets for equity, fixed-income, commercial paper and other securities, including availability, market liquidity levels, and pricing; changes in interest rates, the quality and composition of the loan and securities portfolios, demand for loan products, deposit flows and competition;

the ability of the Company, the Bank, MVB Mortgage, and MVB Insurance to successfully conduct acquisitions and integrate acquired businesses;

potential difficulties in expanding the businesses of the Company, the Bank, MVB Mortgage, and MVB Insurance in existing and new markets;

increases in the levels of losses, customer bankruptcies, bank failures, claims, and assessments;

changes in fiscal, monetary, regulatory, trade and tax policies and laws, and regulatory assessments and fees, including policies of the U.S. Department of Treasury, the Board of Governors of the Federal Reserve Board System, and the FDIC;

the impact of executive compensation rules under the Dodd-Frank Act and banking regulations which may impact the ability of the Company, the Bank, MVB Mortgage, MVB Insurance, and other American financial institutions to retain and recruit executives and other personnel necessary for their businesses and competitiveness;

the impact of the Dodd-Frank Act and of new international standards known as Basel III, and rules and regulations thereunder, many of which have not yet been promulgated, on our required regulatory capital and liquidity levels, governmental assessments on us, the scope of business activities in which we may engage, the manner in which the Company, the Bank, MVB Mortgage, and MVB Insurance engage in such activities, the fees that the Bank, MVB Mortgage, and MVB Insurance may charge for certain products and services, and other matters affected by the Dodd-Frank Act and these international standards;

continuing consolidation in the financial services industry; new legal claims against the Company, the Bank, MVB Mortgage, and MVB Insurance, including litigation, arbitration and proceedings brought by governmental or self-regulatory agencies, or changes in existing legal matters;

success in gaining regulatory approvals, when required, including for proposed mergers or acquisitions;

changes in consumer spending and savings habits;

increased competitive challenges and expanding product and pricing pressures among financial institutions;

inflation and deflation;

technological changes and the implementation of new technologies by the Company, the Bank, MVB Mortgage, and MVB Insurance;

the ability of the Company, the Bank, MVB Mortgage, and MVB Insurance to develop and maintain secure and reliable information technology systems;

legislation or regulatory changes which adversely affect the operations or business of the Company, the Bank, MVB Mortgage, or MVB Insurance;

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the ability of the Company, the Bank, MVB Mortgage, and MVB Insurance to comply with applicable laws and regulations; changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or regulatory agencies; and,

costs of deposit insurance and changes with respect to FDIC insurance coverage levels.

Except to the extent required by law, the Company specifically disclaims any obligation to update any factors or to publicly announce the result of revisions to any of the forward-looking statements included herein to reflect future events or developments.

In Management’s Discussion and Analysis we review and explain the general financial condition and the results of operations for MVB Financial Corp. and its subsidiaries. We have designed this discussion to assist you in understanding the significant changes in the Company’s financial condition and results of operations. We have used accounting principles generally accepted in the United States to prepare the accompanying consolidated financial state ments. We engaged Dixon Hughes Goodman, LLP . to audit the consolidated financial statements and their independent audit report is included herein.

Introduction

The following discussion and analysis of the Consolidated Financial Statements is presented to provide insight into management’s assessment of the financial results and operations of the Company. You should read this discussion and analysis in conjunction with the audited Consolidated Financial Statements and footnotes and the ratios and statistics contained elsewhere in this Form 10-K.

Application of Critical Accounting Policies

The Company’s consolidated financial statements are prepared in accordance with U. S. generally accepted accounting principles and follow general practices within the banking industry. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Certain policies inherently have a greater reliance on the use of estimates, assumptions and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions, and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and the information used to record valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other third-party sources, when available. When third-party information is not available, valuation adjustments are estimated in good faith by management primarily through the use of internal forecasting techniques.

The most significant accounting policies followed by the Company are presented in Note 1 to the consolidated financial statements. These policies, along with the disclosures presented in the other financial statement notes and in management’s discussion and analysis of operations, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has identified the determination of the allowance for loan losses to be the accounting area that requires the most subjective or complex judgments, and as such could be most subject to revision as new information becomes available.

Allowance for Loan Losses

The allowance for loan losses represents management’s estimate of probable credit losses inherent in the loan portfolio. Determining the amount of the allowance for loan losses is considered a critical accounting estimate because it requires

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significant judgment and the use of estimates related to the amount and timing of losses inherent in classifications of homogeneous loans based on the Bank’s historical loss experience and consideration of current economic trends and conditions, all of which may be susceptible to significant change. Non-homogeneous loans are specifically evaluated due to the increased risks inherent in those loans. The loan portfolio also represents the largest asset type in the consolidated balance sheet. Note 1 to the consolidated financial statements describes the methodology used to determine the allowance for loan losses and a discussion of the factors driving changes in the amount of the allowance for loan losses is included in the Allowance for Loan Losses section of this financial review.

Investment Securities

Investment securities at the time of purchase are classified as one of the following:

Held-to-Maturity Securities - Includes securities that the Company has the positive intent and ability to hold to maturity. These securities are reported at amortized cost. The Com pany had $54.5 million and $56.7 million as of December 31, 2014 and 2013 .

Available-for-Sale Securities - Includes debt and equity securities not classified as held-to-maturity that will be held for indefinite periods of time. These securities may be sold in response to changes in market interest or prepayment rates, needs for liquidity and changes in the availability of and yield of alternative investments. Such securities are reported at fair value, with unrealized holding gains and losses excluded from earnings and reported as a separate component of stockholders’ equity, net of estimated income tax effect.

The amortized cost of investment in debt securities is adjusted for amortization of premiums and accretion of discounts, computed by a method that results in a level yield. Gains and losses on the sale of investment securities are computed on the basis of specific identification of the adjusted cost of each security.

Securities are periodically reviewed for other-than-temporary impairment. For debt securities, management considers whether the present value of future cash flows expected to be collected are less than the security’s amortized cost basis (the difference defined as the credit loss), the magnitude and duration of the decline, the reasons underlying the decline and the Company’s intent to sell the security or whether it is more likely than not that the Company would be required to sell the security before its anticipated recovery in market value, to determine whether the loss in value is other than temporary. Once a decline in value is determined to be other than temporary, if the Company does not intend to sell the security, and it is more-likely-than-not that it will not be required to sell the security, before recovery of the security’s amortized cost basis, the charge to earnings is limited to the amount of credit loss. Any remaining difference between fair value and amortized cost (the difference defined as the non-credit portion) is recognized in other comprehensive income, net of applicable taxes. For equity securities where the fair value has been significantly below cost for one year, the Company’s policy is to recognize an impairment loss unless sufficient evidence is available that the decline is not other than temporary and a recovery period can be predicted. A decline in value that is considered to be other-than-temporary is recorded as a loss within non-interest income in the consolidated statement of income.

Common stock of the Federal Home Loan Bank represents ownership in an institution which is wholly owned by other financial institutions. These equity securities are accounted for at cost and are classified as other assets.

See Note 2 to the consolidated financial statements for the Company’s policy regarding the other than temporary impairment of investment securities.

Goodwill and Other Intangible Assets

As discussed in Note 1 of the consolidated financial statements, the Company must assess goodwill and other intangible assets each year for impairment. This assessment involves estimating the fair value of the Company’s reporting units. If the fair value of the reporting unit is less than its carrying value including goodwill, we would be required to take a charge against earnings to write down the assets to the lower value.

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Deferred Tax Assets

We use an estimate of future earnings to support our position that the benefit of our deferred tax assets will be realized. If future income should prove non-existent or less than the amount of the deferred tax assets within the tax years to which they may be applied, the asset may not be realized and our net income will be reduced. Management also evaluates deferred tax assets to determine if it is more likely than not that the deferred tax benefit will be utilized in future periods. If not, a valuation allowance is recorded. Our deferred tax assets are described further in Note 8 of the consolidated financial statements.

Recent Accounting Pronouncements and Developments

In January 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2014-04, "Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure." The objective of this guidance is to clarify when an in substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan receivable should be derecognized and the real estate property recognized. ASU No. 2014-04 states that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, ASU No. 2014-04 requires interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. ASU No. 2014-04 is effective for interim and annual reporting periods beginning after December 15, 2014. The adoption of ASU No. 2014-04 is not expected to have a material impact on MVB Financials Corp’s Consolidated Financial Statements.

In May 2014, the FASB is sued ASU 2014-09, “ Revenue from Contracts with Customers, ” which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principal of this ASU is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This ASU will be effective for us in our first quarter of 2018. Early adoption is not permitted. The ASU allows for either full retrospective or modified retrospective adoption. We are evaluating the transition method that will be elected and the potential effects of the adoption of this ASU on our financial statements.

In June 2014, the FASB issued ASU 2014-12 – Compensation – Stock Compensation (Topic 718): “Accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period,” an update to the accounting standards related to stock compensation and accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The amendments clarify the proper method of accounting for share-based payments when the terms of an award provide that a performance target could as a performance condition. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized be achieved after the requisite service period. This update requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. Management is currently evaluating the impact of adoption on the consolidated financial statements, but does not believe that adoption will have a material impact.

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the diversity in practice regarding the classification and measurement of foreclosed loans which were part of a government-sponsored loan guarantee program (e.g. HUD, FHA, VA). The ASU outlines certain criteria that, if met, the loan (residential or commercial) should be derecognized and a separate other receivable should be recorded upon foreclosure at the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. This ASU will be effective for annual reporting periods beginning after December 15, 2014, including interim periods within that reporting period. Early adoption is permitted, provided the entity has adopted ASU 2014-04. The ASU should be adopted either prospectively or on a modified retrospective basis. Management is currently evaluating the impact of adoption on the consolidated financial statements, but does not believe that adoption will have a material impact.

In August 2014, the FASB issued ASU No. 2014-15 - Presentation of Financial Statements – Going Concern (Subtopic 205-40): “ Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern ,” to reduce diversity in the timing and content of going concern disclosures. This ASU clarifies management’s responsibility to evaluate and provide related disclosures if there are any conditions or events, as a whole, that raise substantial doubt about the entity’s ability to continue as a going concern for one year after the date the financial statements are issued (or, if applicable, available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early application is permitted. Management is currently evaluating the impact of adoption on the consolidated financial statements, but does not believe that adoption will have a material impact.

Summary Financial Results

The Company earned $2.1 million in 2014 compared to $4.0 million in 2013, a decrease of $1.9 million. The earnings equated to a 2014 return on average assets of .20 % and a return on average equity of 2.01 %, comp ared to prior year results of .51% and 5.11 %, respectively. Basic earnings per share were $0.22 in 2014 compared to $0.59 in 2013 .

Diluted earnings per share wer e $0.22 in 2014 compared to $0.57 in 2013 .

Ne t interest income increased $6.9 million, noninterest income decreased $2.5 million and noninte rest expenses increased by $7.1 million. The Bank’s yield on earning assets in 2014 was 3.85% compared to 3.77% in 2013. Despite extensive competiti on, total loans increased to $798.3 million at December 31, 2014 , from $622.3 million at December 31, 2013 . The Bank’s ability to originate quality loans is supported by a minimal delinquency rate.

Deposits increased $127.4 million to $823.2 million at December 31, 2014 , from $695.8 million at December 31, 2013 . The Bank offers an uncomplicated product design accompanied by a simple fee structure that is attractive to customers. The overall cost of funds for the bank wa s 0.93% in 2014 compared to 0.85% in 2013 . This cost of funds, combined with the earning asset yield, resulted in a net interest margin of 2.99% in 2014 compared to 2.99 % in 201 3 .

Interest Income and Expense

Net interest income is the amount by which interest income on earning assets exceeds interest expense incurred on interest-bearing liabilities. Interest-earning assets include loans, investment securities and certificates of deposit in other banks. Interest-bearing liabilities include interest-bearing deposits and borrowed funds such as sweep accounts and repurchase agreements. Net interest income remains the primary source of revenue for the Bank. Net interest income is also impacted by changes in market interest rates, as well as the mix of interest-earning assets and interest-bearing liabilities. Net interest income is also impacted favorably by increases in non-interest bearing demand deposits and equity.

Net interest margin is calculated by dividing net interest income by average interest-earning assets and serves as a measurement of the net revenue stream generated by the Bank’s balance sheet. As noted above, the net inter est margin was 2.99% in 2014 compared to 2.99% in 2013 . The net interest margin continues to face considerable pressure due to competitive pricing of loans and deposits in the Bank’s markets. During 2014 , the Federal Reserve did not change rates and in fact committed to keep rates low through mid-2015. Management’s estimate of the impact of future changes in market interest rates is shown in the section captioned “Interest Rate Risk.”

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Company m anagement continues to analyze methods to deploy assets into an earning asset mix which will result in a stronger net interest margin. Loan growth continues to be strong and management anticipates that loan activity will remain strong in the near term future.

During 201 4 , net interest income increased by $ 6.9 million or 32.3% to $28.3 million from $21.4 million in 201 3 . This increase is largely due to the growth in average earning assets, primarily $219.7 million in loans and loans held for sale. Average total earning assets were $946.5 million in 201 4 compared to $ 715.0 million in 201 3 . Average total loans and lo a ns held for sale grew to $779.8 million in 201 4 from $560.1 million in 201 3 . Primarily as a result of this growth, total i nterest income increased by $9. 4 million, or 35.1 %, to $36.4 million in 201 4 from $ 27.0 million in 201 3 . Average inves tment securities increased $5.1 milli on, mainly the result of a $10.6 million average increase in municipal investments offset by a $5.5 million decrease in available-for-sale investments . The increased yield on the mun icipal securities of 13 basis points helped to increase the total investment portfolio yield. Average interest-bearing liabilities, mainly deposits, likewise increased in 201 4 by $210.2 million. Average interest-bearing deposits grew to $710.4 million in 201 4 from $507.7 million in 201 3 . Total interest ex pense increased by $2.5 million , caused by a $1.6 million increase in deposit interest and a $1.1 million increase in subordinated debt interest. The result was an 8 basis point in crease in interest cost from 201 3 to 201 4 .

The Company’s earning assets increased $ 231.4 million and net i nterest income increased by $6.9 million. The net interest margin continues to be pressured by increased competition for high quality loan growth and the deposit volume required to fund the growth.

The Bank’s yield on earning assets changed during 201 4 as follows: The loan portfolio yield decreased by 5 bas is points and the investment portfolio yield increased by 13 basis points while funding costs increased by 8 basis points.

The cost of interest-bearing liabilities increased to 0.93 % in 201 4 from 0.85 % in 201 3 . This in crease is primarily the result of a 409 basis point increase in the cost of subordinated debt . Further discussion on subordinated debt is included in Note 6 to the consolidated financial statements.

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Statistical Financial

Information Regarding MVB Financial Corp.

The following tables provide further information about interest income and expense:

Average Balances and Analysis of Net Interest Income:


	2014						2013						2012
			Interest						Interest						Interest
	Average		Income/		Yield/		Average		Income/		Yield/		Average		Income/		Yield/
(Dollars in thousands)	Balance		Expense		Cost		Balance		Expense		Cost		Balance		Expense		Cost
Interest-bearing deposits in banks	$	20,123	$	45	0.22	%	$	12,530	$	32	0.26	%	$	6,695	$	15	0.22	%
CDs with other banks		9,826		178	1.81			9,427		168	1.78			9,565		189	1.98
Investment securities:
Taxable		86,868		1,272	1.46			92,371		1,348	1.46			91,703		1,457	1.59
Tax-exempt		55,972		1,646	2.94			45,407		1,281	2.82			22,466		679	3.02
Loans and loans held for sale: (1)
Commercial		489,382		21,344	4.36			317,934		14,681	4.62			255,641		12,511	4.89
Tax exempt		29,682		1,078	3.63			24,863		959	3.86			18,980		809	4.26
Real estate		242,526		10,078	4.16			198,620		7,645	3.85			138,034		5,770	4.18
Consumer		18,228		773	4.24			18,714		846	4.52			14,812		824	5.56
Allowance for loan losses		(6,135)						(4,827)						(3,436)

Net loans		773,683		33,273	4.30			555,304		24,131	4.35			424,031		19,914	4.70

Total earning assets		946,472		36,414	3.85			715,039		26,960	3.77			554,460		22,254	4.01
Cash and due from banks		15,173						18,402						11,163
Other assets		75,309						61,854						24,101
Total assets	$	1,036,954					$	795,295					$	589,724

Liabilities
Deposits:
NOW	$	402,273	$	3,157	0.78		$	291,969	$	2,208	0.76		$	202,850	$	1,832	0.90
Money market checking		38,332		191	0.50			23,715		72	0.30			29,683		125	0.42
Savings		37,576		126	0.34			31,039		196	0.63			23,461		137	0.58
IRAs		9,627		113	1.17			9,495		152	1.60			9,771		232	2.37
CDs		222,609		1,976	0.89			151,522		1,349	0.89			136,571		1,540	1.13
Repurchase agreements and federal funds sold		55,731		291	0.52			80,166		567	0.71			67,709		511	0.75
FHLB and other borrowings		80,855		1,087	1.34			63,763		926	1.45			15,468		466	3.01
Subordinated debt		19,011		1,142	6.01			4,124		79	1.92			4,124		87	2.11
Total interest-bearing liabilities		866,014		8,083	0.93			655,793		5,549	0.85			489,637		4,930	1.01
Non-interest bearing demand deposits		60,587						52,002						46,748
Other liabilities		6,699						8,786						3,315
Total liabilities		933,300						716,581						539,700

Stockholders’ equity
Preferred stock		12,471						8,500						8,500
Common stock		7,958						3,373						2,243
Paid-in capital		72,308						58,217						32,605
Treasury stock		(1,084)						(1,084)						(1,083)
Retained earnings		14,554						11,387						8,401
Accumulated other comprehensive income		(2,553)						(1,679)						(642)
Total stockholders’ equity		103,654						78,714						50,024
Total liabilities and stockholders’ equity	$	1,036,954					$	795,295					$	589,724

Net interest spread					2.91						2.91						3.00
Net interest income-margin			$	28,331	2.99	%			$	21,411	2.99	%			$	17,324	3.12	%

(1) Non-accrual loans are included in total loan balances, lowering the effective yield for the portfolio in the aggregate.

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Rate Volume Calculation

201 4 vs 201 3


	Change in	Change in	Change in both	Total
(in thousands)	Volume	Rate	Rate & Volume	Change
Earning Assets
Loans
Commercial	7,917	(815)	(439)	6,663
Tax exempt	186	(56)	(11)	119
Real estate	1,598	1,024	226	2,848
Consumer	(22)	(52)	1	(73)
Investment securities:				—
Taxable	(80)	5	—	(75)
Tax-exempt	298	54	13	365
Interest-bearing deposits in banks	19	(4)	(2)	13
CDs with other banks	7	3	—	10
Total earning assets	9,923	159	(212)	9,870

Interest bearing liabilities
NOW	834	83	31	948
Money market checking	44	46	28	118
Savings	41	(92)	(19)	(70)
IRAs	2	(41)	(1)	(40)
CDs	633	(4)	(2)	627
Repurchase agreements and federal funds sold	(173)	(148)	45	(276)
FHLB and other borrowings	248	(69)	(18)	161
Subordinated debt	285	169	609	1,063
Total interest bearing liabilities	1,914	(56)	673	2,531
Total	8,009	215	(885)	7,339

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Rate Volume Calculation

201 3 vs 201 2


	Change in	Change in	Change in both	Total
(in thousands)	Volume	Rate	Rate & Volume	Change
Earning Assets
Loans
Commercial	3,048	(706)	(172)	2,170
Tax exempt	251	(77)	(24)	150
Real estate	2,532	(745)	(327)	1,460
Consumer	217	(154)	(41)	22
Investment securities:				—
Taxable	11	(119)	(1)	(109)
Tax-exempt	693	(45)	(46)	602
Interest-bearing deposits in banks	13	2	2	17
CDs with other banks	(3)	(18)	—	(21)
Total earning assets	6,762	(1,862)	(609)	4,291

Interest bearing liabilities
NOW	805	(298)	(131)	376
Money market checking	(25)	(35)	7	(53)
Savings	44	11	4	59
IRAs	(7)	(76)	2	(81)
CDs	169	(324)	(35)	(190)
Repurchase agreements and federal funds sold	94	(32)	(6)	56
FHLB and other borrowings	1,455	(241)	(754)	460
Subordinated debt	—	(8)	—	(8)
Total interest bearing liabilities	2,535	(1,003)	(913)	619
Total	4,227	(859)	304	3,672

Provision for Loan Losses

The Company’s provision for loan losses for 201 4 and 201 3 were approximately $2.6 million and $2.3 million, respectively.

Determining the appropriate level of the Allowance for Loan Losses (ALL) requires considerable management judgment. In exercising this judgment, management considers numerous internal and external factors including, but not limited to, portfolio growth, national and local economic conditions, trends in the markets served and guidance from the Bank’s primary regulators. Management seeks to maintain an ALL that is appropriate in the circumstances and that complies with applicable accounting and regulatory standards. Further discussion can be found later in this discussion under ‘Allowance for Loan Losses.”

Non-Interest Income

Gain on loans held for sale and insurance income generate the core of the Bank’s noninterest income. Also, service charges on deposit accounts continue to be part of the core of the Bank’s noninterest income and include mainly non-sufficient funds and returned check fees, allowable overdraft fees and service charges on commercial accounts.

The total of non-interest income for 201 4 was $25.9 million versus $28.4 million in 201 3 .

In 2014, gain on loans held for sale declined by $3.1 m illion due to lower loan production as a result of decreased refinance volume as well as the impact of a refinement in accounting estimate related to interest rate lock commitments.

MVB Mortgage sold a 25% share in a mortgage services company joint venture , Lender Services Provider, LLC (“LSP”), during the third quarter of 201 3. A gain of $626 was recognized on this one-time event that occurred in 2013.

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During the ordinary course of business in 201 4 , the Bank sold several investment securities at a gain of $ 413 . All investments that were sold were classified as available-for-sale. MVB is always looking at ways to improve yield while maintaining a high quality short-term investment portfolio.

The Bank recognized income from the retention of servicing on mortgage loans sold of $ 6 in 201 4 versus $ 826 in 201 3 . This $ 820 de crease relates to increased amortization expense and decreased income due to a decrease in new serviced loans in 2014 versus 2013. This was a specifically planned strategy to reduce this area as the mortgage company sells loans on a servicing released basis. The Bank’s mortgage service asset at $1.4 million remains a very insignificant piece of the balance sheet.

The Company is continually searching for ways to increase non-interest income. Gains from loans sold in the secondary market continues to be a major area of focus for the Bank and the Compa ny, as well as insurance income . Insurance income increased by $1.8 million during 2014 . This significant increase was the result of MVB Insurance becoming a direct subsidiary of the Company on June 1, 2013, at which point the insurance company increased both staffing and the number of insurance products offered and was able to record a full year of revenue in 2014 versus seven months in 2013 .

Non-Interest Expense

Non-interest e xpense was $ 49.7 million in 201 4 versus $ 42.6 million in 201 3 . Approximately 63% and 64 % of non-interest expense for 201 4 and 201 3 , respectively, related to personnel costs. Personnel are the lifeblood of every service organization, which is why personnel costs are such a significant part of the expenditure mix. Salaries and benefits increased by $4.1 million in 201 4 , this increase related to the following: the addition of new bank and mortgage offices , additional staffing related to organic growth and increases for existing staff .

Equipment and occupancy expense increased by $1.4 million in 2014. This increase was mainly the result of the opening of multiple new bank and mortgage office location s, the completion of a new facility in Kanawha County, West Virginia and construction of a new facility in the West Virginia High Technology Park in Fairmont, Marion County, West Virginia .

Consulting expense in creased by $ 274 in 201 4 . This in crease r elated mainly to merger and acquisition activity that took place throughout most of 2014.

Data processing increased by $ 448 in 2014. The increase was largely driven by overall growth in terms in personnel and office space company wide and the usage of additional products, services and providers to better serve the client base.

FDIC insurance increase d from $489 in 2013 to $819 in 2014, the direct result of continued deposit growth.

Income Taxes

The Company inc urred an income tax benefit of $96 in 201 4 and income tax expense of $1.0 million in 201 3 .

The Company’s effe ctive tax rate decreased from 20 % in 201 3 to negative 5 % in 201 4 . This decrease was largely driven by the increase in tax-free income on loans and securities , w hich increased by $484 in 2014, and the decline in pre-tax earnings.

Return on Assets

The Company’s return on average assets was .20% in 2014 , compared to .5 1% in 201 3 . The decreased return in 2014 is a direct result of a $1.9 million decrease in earnings, while average total assets increased by $241.7 million, mainly the result of a $219.7 million increase in average total gross loans.

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Return on Equity

MVB Financial Corp.’s return on average stockholders’ equity (“ROE”) was 2.01 % in 201 4 , compared to 5.11 % in 201 3 . The decreased return in 2014 is a direct result of a $1.9 million decrease in earnings , while average equity increased by $ 24.9 million as a result of the completion of a $ 15.6 million private common stock o ffering to accredited investors and a $7.8 million preferred stock offering.

Overview of the Statement of Condition

The balance sheet changed significantly from 201 3 to 201 4 . Loans increased by $17 6.0 million to $798 .3 million at December 31, 2014 . Investment securities decreased by $40.3 million, d eposits increased by $ 127.4 million, repurchase agreements de creased by $ 48.9 million , subo rdinated debt increased by $29.4 million and stockho lders’ equity increased by $15.4 million.

Cash and Cash Equivalents

Cash and cash equivalents totaled $ 30.1 million at December 31, 2014 , compared to $ 39.8 million at December 31, 2013 . This increase was due to a $15.5 million decrease in balances in the cash and due from bank accounts and a $5.7 million increase in interest bearing balances at year end.

Management believes the current balance of cash and cash equivalents adequately serves the Company’s liquidity and performance needs. Total cash and cash equivalents fluctuate on a daily basis due to transactions in process and other liquidity demands. Management believes liquidity needs are satisfied by the current balance of cash and cash equivalents, readily available access to traditional and non-traditional funding sources, and the portions of the investment and loan portfolios that mature within one year. These sources of funds should enable the Company to meet cash obligations as they come due.

Investment Securities

Investment securities totaled $ 122.8 million at December 31, 2014 , compared to $ 163.1 million at December 31, 2013 .

The following table sets forth a summary of the investment securities portfolio as of the dates indicated. Available for sale securities are reported at estimated fair value (in thousands):



December 31,	2014		2013		2012

Available-for-sale securities:
U. S. Agency securities	$	37,534	$	58,822	$	22,192
U.S. Sponsored Mortgage-backed securities		29,932		46,592		56,376
Equity and other securities		747		997		810
Total investment securities available-for-sale	$	68,213	$	106,411	$	79,378

Held-to-maturity securities:
Municipal securities	$	54,538	$	56,670	$	35,370

Investment securities are a fairly even mix of available-for-sale and held-to-maturity . Management believes the available-for-sale classification provides flexibility in terms of managing the portfolio for liquidity, yield enhancement and interest rate risk management opportunities. At December 31, 2014 , the amortized cost of investment securities totaled $ 123.4 million, resulting in unrealized gain in the investment portfolio of $ 657 . The Company decreased

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available-for-sale securities during 2014 in order to take advantage of rate opportunities yielding gains and to free up room for increased loan growth . The entire municipal portfolio is currently classified as held to maturity. The municipal portfolio continues to give the company the ability to pledge and to better the effective tax rate.

The following table shows the maturities for the investment securities portfolio at December 31, 2014 (in thousands):


	Within one year				After one year, but within five				After five years, but within ten				After ten years				Total investment securities
	Amortized Cost		Weighted Avg. Yield		Amortized Cost		Weighted Avg. Yield		Amortized Cost		Weighted Avg. Yield		Amortized Cost		Weighted Avg. Yield		Amortized Cost		Fair Value

U. S. Agency securities	$	—	—	%	$	20,186	1.30	%	$	17,740	1.51	%	$	—	—	%	$	37,926	$	37,534
U.S. Sponsored Mortgage-backed securities		—	—			—	—			5,092	1.52			25,201	1.29			30,293		29,932
Equity and other securities		—	—			670	10.00			—	—			—	—			670		747
Municipal securities		—	—			2,411	1.85			16,564	2.77			35,563	2.93			54,538		55,871

	$	—	—	%	$	23,267	1.61	%	$	39,396	2.04	%	$	60,764	2.25	%	$	123,427	$	124,084

Management monitors the earnings performance and liquidity of the investment portfolio on a regular basis through Asset and Liability Committee (“ALCO”) meetings. The ALCO also monitors net interest income and manages interest rate risk for the Company. Through active balance sheet management and analysis of the investment securities portfolio, sufficient liquidity is maintained to satisfy depositor requirements and the various credit needs of its customers. Management believes the risk characteristics inherent in the investment portfolio are acceptable based on these parameters.

Loans

The Company’s lending is primarily focused in Marion, Harrison, Berkeley, Jefferson , Kanawha and Monongalia County, West Virginia with a secondary focus on the adjacent counties in West Virginia. Northern Virginia is also a key area of focus for the Bank in the commercial and secondary market lending arena. The portfolio consists principally of commercial lending, retail lending, which includes single-family residential mortgages and consumer lending. Loans totaled $ 798 .3 million as of December 31, 2014 , compared to $ 622.3 million at December 31, 2013 .

During 201 4 , the Bank e xperienced loan growth of $176.0 million. The most significant portion of the growth came in the residential real estate and commercial and non-residential real estate area. Residential real estate and home equity loans grew $74.4 million and commercial and non-residential real estate loans grew approximately $ 103.4 million.

Major classification of loans held for investment at December 31, are as follows:


(in thousands)	2014		2013		2012		2011		2010

Commercial and non-residential real estate	$	560,752	$	457,388	$	299,639	$	238,504	$	194,700
Residential real estate and home equity		220,442		146,001		130,012		121,536		86,020
Consumer		17,103		18,916		16,792		13,782		13,324
Total	$	798,297	$	622,305	$	446,443	$	373,822	$	294,044

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At December 31, 2014 , commercial loans represented the largest portion of the portfolio approximating 70.3 % of the total loan portfolio. Commercial loans totaled $ 560.8 million at December 31, 2014 , compared to $ 457.4 million at December 31, 2013 . Management will continue to focus on the enhancement and growth of the commercial loan portfolio while maintaining appropriate underwriting standards and risk/price balance.

Residential real estate loans to retail customers (including home equity lines of credit) account for the second largest portion of the loan portfolio, comprising 27.6 % of the total loan portfolio. Residential real estate and home equity loans totaled $ 220.4 million at December 31, 2014 , compared to $146 .0 million at December 31, 2013 . Included in residential real estate loans are home equity credit lines totaling $ 45.9 million at December 31, 2014 , compared to $27 .8 million at December 31, 2013 . Management believes the home equity loans are competitive products with an acceptable return on investment after risk considerations. Residential real estate lending continues to represent a primary focus due to the lower risk factors associated with this type of loan and the opportunity to provide service to those in the Marion, Harrison, Berkeley, Jefferson , Kanawha and Monongalia County markets , as well as Northern Virginia .

Consumer lending continues to be a part of core lending. At December 31, 2014 , consumer loan balances totaled $ 17.1 million compared to $ 18.9 million at December 31, 2013 . The majority of consumer loans are in the direct lending area. Management is pleased with the performance and quality of the consumer loan portfolio, which can be attributed to the many years of experience of its consumer lenders. This is another important product necessary to serve our market areas.

The following table provides additional information about loans:

Loan maturities at December 31, 2014 :


			One Thru		Due After
	One Year		Five		Five
(in thousands)	or Less		Years		Years		Total
Commercial and nonresidential real estate	$	120,718	$	222,442	$	217,592	$	560,752

Residential real estate and home equity		59,067		8,034		153,341		220,442

Consumer and other		4,588		7,671		4,844		17,103

Total	$	184,373	$	238,147	$	375,777	$	798,297

The preceding data has been compiled based upon the earlier of either contractual maturity or next repricing date.

The following table reflects the sensitivity of loans to changes in interest rates as of December 31, 2014 that mature after one year:


			Residential
	Commercial and		Real estate
	nonresidential		and home		Consumer
(in thousands)	real estate		equity		and other		Total
Predetermined fixed interest rate	$	223,683	$	103,946	$	6,483	$	334,112
Floating or adjustable interest rate		216,351		57,429		6,032		279,812
Total as of December 31, 2014	$	440,034	$	161,375	$	12,515	$	613,924

Loan Concentration

At December 31, 2014 , commercial loans comprised the largest component of the loan portfolio. There are very few commercial loans that are not secured by real estate. Such non-real estate secured loans generally are lines of credit secured by accounts receivable. While the loan concentration is in commercial loans, the commercial portfolio is comprised of loans to many different borrowers, in numerous different industries but primarily located in our market areas.

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Allowance for Loan Losses

Management continually monitors the risk in the loan portfolio through review of the monthly delinquency reports and the Loan Review Committee. The Loan Review Committee is responsible for the determination of the adequacy of the allowance for loan losses. This analysis involves both experience of the portfolio to date and the makeup of the overall portfolio. Specific loss estimates are derived for individual loans based on specific criteria such as current delinquent status, related deposit account activity, where applicable, local market rumors, which are generally based on some factual information, and changes in the local and national economy. While local market rumors are not measurable or perhaps not readily supportable, historically, this form of information has been a valuable indication of a potential problem.

The result of the evaluation of the adequacy at each period presented herein indicated that the allowance for loan losses was considered adequate to absorb losses inherent in the loan portfolio.

At December 31, 2014 and 2013 impaired loa ns totaled $1 4 .8 million and $6.6 million respectively. A portion of the Allowance f or Loan Losses of $690 and $1,458 was allocated to cover any loss in these loans at December 31, 2014 and 2013 , respectively. Loans past due more than 30 days w ere $26.6 million and $2.8 million, respectively, at December 31, 2014 and 2013 .


	December 31
	2014		2013
Loans past due more than 30 days to gross loans	3.33	%	0.45	%
Loans past due more than 90 days to gross loans	1.14	%	0.14	%

Net charge-offs of $1.3 mil lion in 2014 and $1.5 million in 2013 were incurred. The provision for loan losses w as $2.6 million in 2014 and $2.3 million in 2013 . Net char ge-offs represented .17% and .25% in 2014 and 2013 , respectively, compared to average outstanding loans for the indicated period.

The following table s reflect the allocation of the allowance for loan losses as of December 31, 2014, 2013 , 2012, 2011 and 2010 :


			Residential
	Commercial and		Real estate
	nonresidential		and home		Consumer
(in thousands)	real estate		equity		and other		Total
ALL balance at December 31, 2013	$	3,609	$	1,073	$	253	$	4,935
Charge-offs		(1,110)		(130)		(68)		(1,308)
Recoveries		7		3		4		14
Provision		1,857		707		18		2,582
ALL balance at December 31, 2014	$	4,363	$	1,653	$	207	$	6,223


			Residential
	Commercial and		Real estate
	nonresidential		and home		Consumer
(in thousands)	real estate		equity		and other		Total
ALL balance at December 31, 2012	$	3,107	$	756	$	213	$	4,076
Charge-offs		(1,458)		(38)		(33)		(1,529)
Recoveries		57		70		1		128
Provision		1,903		285		72		2,260
ALL balance at December 31, 2013	$	3,609	$	1,073	$	253	$	4,935

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			Residential
	Commercial and		Real estate
	nonresidential		and home		Consumer
(in thousands)	real estate		equity		and other		Total
ALL balance at December 31, 2011	$	2,164	$	615	$	266	$	3,045
Charge-offs		(1,731)		(9)		(51)		(1,791)
Recoveries		5		5		12		22
Provision		2,669		145		(14)		2,800
ALL balance at December 31, 2012	$	3,107	$	756	$	213	$	4,076


			Residential
	Commercial and		Real estate
	nonresidential		and home		Consumer
(in thousands)	real estate		equity		and other		Total
ALL balance at December 31, 2010	$	1,517	$	667	$	294	$	2,478
Charge-offs		(552)		(526)		(111)		(1,189)
Recoveries		4		10		19		33
Provision		1,195		464		64		1,723
ALL balance at December 31, 2011	$	2,164	$	615	$	266	$	3,045


			Residential
	Commercial and		Real estate
	nonresidential		and home		Consumer
(in thousands)	real estate		equity		and other		Total
ALL balance at December 31, 2009	$	1,717	$	288	$	236	$	2,241
Charge-offs		(547)		(124)		(241)		(912)
Recoveries		—		45		4		49
Provision		347		458		295		1,100
ALL balance at December 31, 2010	$	1,517	$	667	$	294	$	2,478


	2014				2013				2012				2011				2010
December 31,	Amount		% of loans in each category to total loans		Amount		% of loans in each category to total loans		Amount		% of loans in each category to total loans		Amount		% of loans in each category to total loans		Amount		% of loans in each category to total loans

Commercial and nonresidential real estate	$	4,363	70	%	$	3,609	73	%	$	3,107	67	%	$	2,164	64	%	$	1,517	66	%
Residential real estate and home equity		1,653	28			1,073	23			756	29			615	33			667	29
Consumer and other		207	2			253	3			213	4			266	4			294	5
Total	$	6,223	100	%	$	4,935	100	%	$	4,076	100	%	$	3,045	100	%	$	2,478	100	%

Non-performing assets consist of loans that are no longer accruing interest, loans that have been renegotiated to below market rates based upon financial difficulties of the borrower, and real estate acquired through foreclosure. When interest accruals are suspended, accrued interest income is reversed with current year accruals charged to earnings and prior year amounts generally charged off as a credit loss. When, in management’s judgment, the borrower’s ability to make periodic interest and principal payments resumes and collectability is no longer in doubt, the loa n is returned to

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accrual status. Interest income on loans would have increased by approximately $ 221 if loans had performed in accordance with their terms.

Non-performing assets and past due loans:


(Dollars in Thousands)	2014			2013			2012			2011			2010

Non-accrual loans
Commercial	$	3,462		$	284		$	3,081		$	2,453		$	828
Real estate and home equity		487			29			43			76			1,243
Consumer and other		—			76			1			163			158
Total non-accrual loans		3,949			389			3,125			2,692			2,229
Accruing loan past due 90 days or more		5,306			460			329			584			562
Total non-performing loans		9,255			849			3,454			3,276			2,791
Other real estate, net		575			375			207			176			402

Total non-performing assets	$	9,830		$	1,224		$	3,661		$	3,452		$	3,193

Non-performing loans as a % of total loans		1.16	%		0.14	%		0.77	%		0.88	%		0.95	%
Allowance for loan losses as a % of non-performing loans		67.24	%		581.27	%		118.01	%		92.95	%		88.79	%

Funding Sources

The Bank considers a number of alternatives, including but not limited to deposits, short-term borrowings, and long-term borrowings when evaluating funding sources. Traditional deposits continue to be the most significant source of funds, totaling $ 823.2 million, or 83.1 % of funding sources at December 31, 2014 . This same information at December 31, 2013 reflected $ 695.8 million in deposits representing 7 8 .5% of such funding sources . Cash management accounts, which are available to large corporate customers, represented 3.3 % and 9.2 % of funding sources at December 31, 2014 and 2013 , respectively. Borrowings represented the remainder of such funding sources.

Management continues to emphasize the development of additional non-interest-bearing deposits as a core funding source for MVB. At December 31, 2014 , non-interest-bearing balances totaled $ 67.1 million compared to $ 63.3 million at December 31, 2013 or 8.2 % and 9.1 % of total deposits respectively.


(in thousands)	2014		2013		2012

Demand deposits of individuals, partnerships, and corporations
Non-interest bearing demand	$	67,066	$	63,336	$	54,619
Interest bearing demand		431,896		320,420		225,369
Savings and money markets		87,715		70,902		48,789
Time deposits including CDs and IRAs		236,550		241,153		157,742
Total deposits	$	823,227	$	695,811	$	486,519

Time deposits that meet or exceed the FDIC insurance limit	$	23,257	$	22,358	$	6,934

Interest-bearing deposits totaled $ 756.2 million at December 31, 2014 , compared to $ 632.5 million at December 31, 2013 . On a percentage basis, interest bearing checking accounts compose the largest component of deposits. Average interest-bearing liabilities totaled $ 866.0 million during 2014 compared to $ 655.8 million during 2013 . Average non-interest bearing liabilities totaled $ 67.3 million during 2014 compared to $ 60.8 million during 2013 . Management will continue to emphasize deposit gathering in 2015 by offering outstanding customer service and competitively priced products.

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Maturities o f time deposits that meet or exceed the FDIC insurance limit:


(Dollars in Thousands)	2014

Under 3 months	$	46,804
Over 3-12 months		39,784
Over 1 to 3 years		29,666
Over 3 years		19,855
Total	$	136,109

Short-term borr owings :


(Dollars in Thousands)	2014			2013			2012

Ending balance	$	95,829		$	98,028		$	23,065
Average balance		76,185			55,686			6,331
Highest month-end balance		120,229			98,028			23,065
Weighted average rate during the year		0.27	%		0.25	%		0.25	%
Rate at December 31		0.32	%		0.25	%		0.25	%

Repurchase agreements:


(Dollars in Thousands)	2014			2013			2012

Ending balance	$	32,673		$	81,578		$	70,234
Average balance		55,731			80,166			67,709
Highest month-end balance		83,781			81,578			70,234
Weighted average rate during the year		0.52	%		0.71	%		0.80	%
Rate at December 31		0.35	%		0.65	%		0.76	%

Along with traditional deposits, the Bank has access to both overnight repurchase agreements and short-term borrowings from FHLB to fund its operations and investments. Repurchase agreements totaled $ 32.7 million at December 31, 2014 , compared to $81.6 million in 201 3 . Short-term bo rrowings from FHLB totaled $95.8 million at December 31, 2014 , compared to $98.0 million at year-end 201 3 .

Capital/Stockholders’ Equity

During the year ended December 31, 2014 , stockholders’ equity increased approximately $15.4 million to $ 109.4 million. This increase consists of net income for the year of $2.1 million, al ong with capital raises of $5.8 million to accredited investors and $7.8 million in newly issued preferred stock . Although stockholders’ equity increased as noted above, the equity to assets ratio only increased 0.33% to 9.8 6 % due to the incr ease in total assets during 2014 . The Company paid dividends to common shareholders of $ 636 in 2014 and $537 in 201 3 which increased the dividend payout ratio from 13.36 % in 201 3 to 30.59 % in 201 4 .

At December 31, 2014 , accumulated other comprehensive loss totaled $2.6 million, a de crease in the loss of $ 319 from December 31, 2013 . This principally represents net unrealized loss on available-for-sale securities, net of income taxes, and the adjustment to pension liability, net of income taxes, at December 31, 2014 . Because the majority of all the investment securities in the portfolio are classified as available-for-sale, both the investment and equity sections of the balance sheet are more sensitive to the changing market values of investments than those institutions that classify more

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of their investment portfolio as “held to maturity”. Interest rate fluctuations between year-end 201 4 and 201 3 resulted in the change in market value of the portfolio.

The Bank has also complied with the standards of capital adequacy mandated by the banking industry. Bank regulators have established “risk-based” capital requirements designed to measure capital adequacy. Risk-based capital ratios reflect the relative risks of various assets banks hold in their portfolios. A weight category of 0% (lowest risk assets), 20%, 50%, or 100% (highest risk assets) is assigned to each asset on the balance sheet. D etailed information concerning t he Company’s risk-based capital ratios can be found in Note 14 of the Notes to the Audited Financial Statements. At December 31, 2014 , the Company’s risk-based capital ratios were above the minimum standards for a well-capitalized institution. The total risk-based capital ratio of 16.4 % at December 31, 2014 , is above the well-capitalized standard of 10%. The Tier 1 risk-based capital ratio of 12.0 % also exceeded the well-capitalized minimum of 6%. The leverage ratio at December 31, 2014 , was 9.0 % and was also above the well-capitalized standard of 5%. Management believes our capital continues to provide a strong base for profitable growth.

Liquidity and Interest Rate Sensitivity

The objective of the asset/liability management function is to maintain consistent growth in net interest income within its policy guidelines. This objective is accomplished through management of balance sheet liquidity and interest rate risk exposure based on changes in economic conditions, interest rate levels, and customer preferences.

Interest Rate Risk

The most significant market risk resulting from the normal course of business, extending loans and accepting deposits, is interest rate risk. Interest rate risk is the potential for economic loss due to future interest rate changes which can impact both the earnings stream as well as market values of financial assets and liabilities. The Asset/Liability Committee (ALCO) is responsible for the overall review and management of the Bank’s balance sheets related to the management of interest rate risk. The ALCO strives to stay focused on the future, anticipating and exploring alternatives, rather than simply reacting to change after the fact.

To this end, the ALCO has established an interest risk management policy that sets the minimum requirements and guidelines for monitoring and controlling the level and amount of interest rate risk. The objective of the interest rate risk policy is to encourage management to adhere to sound fundamentals of banking while allowing sufficient flexibility to exercise the creativity and innovations necessary to meet the challenges of changing markets. The ultimate goal of these policies is to optimize net interest income within the constraints of prudent capital adequacy, liquidity, and safety.

The ALCO relies on different methods of assessing interest rate risk including simulating net interest income, monitoring the sensitivity of the net present market value of equity or economic value of equity, and monitoring the difference or gap between maturing or rate-sensitive assets and liabilities over various time periods. The ALCO places emphasis on simulation modeling as the most beneficial measurement of interest rate risk due to its dynamic measure. By employing a simulation process that measures the impact of potential changes in interest rates and balance sheet structures, and by establishing limits on changes in net income and net market value, the ALCO is better able to evaluate the possible risks associated with alternative strategies.

The simulation process starts with a base case simulation which represents projections of current balance sheet growth trends. Base case simulation results are prepared under a flat interest rate forecast and what is perceived to be the most likely alternative interest rate forecast. Comparisons showing the earnings variance from the flat rate forecast illustrate the risks associated with the current balance sheet strategy. If necessary, additional balance sheet strategies are developed and simulations prepared. The results from model simulations are reviewed for indications of whether current interest rate risk strategies are accomplishing their goal and, if not, what alternative strategies should be considered. The policy calls for periodic review by the ALCO of assumptions used in the modeling.

The ALCO believes that it is beneficial to monitor interest rate risk for both the short-and long-term. Therefore, to effectively evaluate results from model simulations, limits on changes in net interest income and the value of the balance sheet have been established. The ALCO has determined that the earnings at risk shall not change more than 10 % from

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the base case for a 1% shift in interest rates, nor more than 15 % from the base case for a 2% shift in interest rates. MVB is in compliance with this policy as of December 31, 2014 .

The following table is provided to show the earnings at risk as of December 31, 2014 .


(Dollars in Thousands)
Immediate
Interest Rate	Estimated Increase
Change	(Decrease) in Net
(one year time	Interest Income
frame)	December 31, 2014
(in Basis Points)	Amount		Percent
+200	$	35,129	(0.41)	%
+100		35,171	(0.29)	%
Base rate		35,274
-100		35,075	(0.57)	%
-200	$	34,728	(1.55)	%

Liquidity

Maintenance of a sufficient level of liquidity is a primary objective of the ALCO. Liquidity, as defined by the ALCO, is the ability to meet anticipated operating cash needs, loan demand, and deposit withdrawals, without incurring a sustained negative impact on net interest income. It is MVB’s policy to manage liquidity so that there is no need to make unplanned sales of assets or to borrow funds under emergency conditions.

The main source of liquidity for the Bank comes through deposit growth. Liquidity is also provided from cash generated from investment maturities, principal payments from loans, and income from loans and investment securities. During the year ended December 31, 2014 , cash provided by fin ancing activities totaled $117.2 million, while outflows from i nvesting activity totaled $151.9 million. When appropriate, the Bank has the ability to take advantage of external sources of funds such as advances from the Federal Home Loan Bank (FHLB), national market certificate of deposit issuance programs, the Federal Reserve discount window, brokered deposits and CDARS. These external sources often provide attractive interest rates and flexible maturity dates that enable the Bank to match funding with contractual maturity dates of assets. Securities in the investment portfolio are primarily classified as available-for-sale and can be utilized as an additional source of liquidity.

Off-Balance Sheet Commitments

The Bank has entered into certain agreements that represent off-balance sheet arrangements that could have a significant impact on the financial statements and could have a significant impact in future periods. Specifically, the Bank has entered into agreements to extend credit or provide conditional payments pursuant to standby and commercial letters of credit. Further discussion of these agreements, including the amounts outstanding at December 31, 2014 , is included in Note 7 to the consolidated financial statements.

Commitments to extend credit, including loan commitments, standby letters of credit, and commercial letters of credit do not necessarily represent future cash requirements, in that these commitments often expire without being drawn upon.

Fourth Quarter

Fourth quarter net loss was $585 in 2014 c ompared to $591 net income in the fourth quarter of 2013 . This equated to basic earnings per share, on a quarterly basis, of $.09 loss in 2014 and $.16 in 2013 . Diluted earnings per share for the fourth quarter of 2014 and 2013 were $.09 loss and $.16 , respectively. Net interest income increased during the fourth quarter and was $7.3 milli on in the fourt h quarter of 2014 compared to $6 .2 million in 201 3. Non-interest income was $6.3 million in the fourt h quarter of 2014 compared to $5 .4 million in 2013 . Non-interest expense increased to $14.4 million for the fourth quarter of 2014 from $10.6 million in 2013 . Loan loss provision was $390 for the fourth quarter of 2014, an increase of $123 over the fourth quarter of 2013 .

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Earnings in the fourth quarter of 2014 for MVB were down $1.2 million from the fourth quarter 2013. This decrease in earnings was seen in all three segments of operations.

The commercial and retail banking segment of MVB showed a decrease in earnings from t he fourth quarter of 2014 by $444 from the same period one year prior due mainly to the following items. Net interest margin increased $774 due to the Company’s strong balance sheet growth, namely loan growth of $220 million and deposit growth of $203 million. Even so, the growth in margin included the negative impact of interest expense of $533 related to the addition of $29.4 million of subordinated debt which was not present in the prior year period. Salaries and benefits increased by $928 as a result of the staff additions related to the opening of loan production offices in Northern Virginia and Charleston, WV, and the addition of key staff members in both the commercial lending area and to the executive management team. Finally, other expenses decreased by $568, mostly the result of: a $175 increase in occupancy expense as the result of additional locations, a $152 increase in FDIC insurance as the result of deposit growth, a $128 increase in advertising and a $110 increase in data processing expense due to increased volume and product additions.

The mortgage segment of the Company showed a decrease in fourth quarter earnings of $588 as a result of the following items. Gains on the sale of loans into the secondary market increased by $1.5 million as a result of greater fourth quarter volume in 2014. Salaries and benefits increased by $1.7 million as a result of increased commission expense due to greater production volume and the addition of lenders in key markets. Additionally, the quarter was negatively impacted by $706 related to management’s refinement of an accounting estimate related to interest rate lock commitments. In addition, there was a larger tax benefit of $258 due to the larger operating loss versus prior year.

Finally, t he insurance segment of MVB sh owed an earnings decrease of $144 in the fourth quarter of 2014 compared to the same period in 2013. The largest portion of this earnings decrease is the result of the resolution of legal matters during the quarter which totaled $25 0 and a larger tax benefit of $44 due to the larger operating loss versus prior year.

Future Outlook

The Company’s net incom e in 2014 was down from the prior year, mainly due to a focus on growing the potential of each segment of the business. The Company has invested in the infrastructure to support envisioned future growth in each key area, including personnel, technology and processes to meet the growing compliance requirements in the industry. Commercial and retail loan production remains strong and mortgage and insurance have added staff and locations to ramp up production and improve profitability. The Company believes it is well positioned in some of the finest markets in the states of West Virginia and Virginia and will focus on doing the things that have made it successful thus far through the following: margin improvement; leveraging capital; organic portfolio loan growth; and operating efficiency. The critical challenge for the Company in the future is to attract core deposits to fund growth in the new markets through continued delivery of the most outstanding customer service with the highest quality products and technology .

ITEM 7 A.QUANTITATIVE AND QUALITATIV E DISCLOSURES ABOUT MARKET RISK

No response required.

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ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

MVB Financial Corp. and Subsidiaries

Consolidated Balance Sheets

(Dollars in thousands except per share data)

December 31, 2014 and 2013


	2014		2013
ASSETS

Cash and cash equivalents:
Cash and due from banks	$	13,403	$	28,907
Interest bearing balances with banks		16,674		10,936
Total cash and cash equivalents		30,077		39,843
Certificates of deposit with other banks		11,907		9,427
Investment Securities:
Securities available-for-sale		68,213		106,411
Securities held-to-maturity (fair value of $55,871 for 2014 and $54,118 for 2013)		54,538		56,670
Loans held for sale		69,527		90,060
Loans:		798,297		622,305
Less: Allowance for loan losses		(6,223)		(4,935)
Net Loans		792,074		617,370
Premises and equipment		25,472		16,919
Bank owned life insurance		21,679		16,062
Accrued interest receivable and other assets		19,193		16,519
Goodwill		17,779		17,779

TOTAL ASSETS	$	1,110,459	$	987,060

LIABILITIES AND STOCKHOLDERS’ EQUITY

Deposits:
Non-interest bearing	$	67,066	$	63,336
Interest bearing		756,161		632,475
Total Deposits		823,227		695,811

Accrued interest payable and other liabilities		10,310		6,878
Repurchase agreements		32,673		81,578
FHLB and other borrowings		101,287		104,647
Subordinated debt		33,524		4,124
Total Liabilities		1,001,021		893,038

STOCKHOLDERS’ EQUITY

Preferred stock, par value $1,000; 20,783 and 20,000 shares authorized and 9,283 and 8,500 shares issued in 2014 and 2013, respectively		16,334		8,500
Common stock, par value $1 , 20,000,000 shares authorized; 8,034,362 and 7,705,894 shares issued; and 7,983,285 and 7,654,817 shares outstanding in 2014 and 2013, respectively		8,034		7,706
Additional paid-in capital		74,342		68,518
Retained earnings		14,454		13,343
Accumulated other comprehensive loss		(2,642)		(2,961)
Treasury Stock, 51,077 shares, at cost		(1,084)		(1,084)
Total Stockholders’ Equity		109,438		94,022

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,110,459	$	987,060

See Notes to Consolidated Financial Statements

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MVB Financial Corp. and Subsidiaries

Consolidated Statements of Income

(Dollars in thousands except per share data)

Years ended December 31, 2014 and 2013


	2014		2013
INTEREST INCOME
Interest and fees on loans	$	32,195	$	23,172
Interest on deposits with other banks		223		200
Interest on investment securities - taxable		1,272		1,348
Interest on tax exempt loans and securities		2,724		2,240
Total interest income		36,414		26,960

INTEREST EXPENSE
Interest on deposits		5,563		3,977
Interest on repurchase agreements		291		567
Interest on FHLB and other borrowings		1,087		926
Interest on subordinated debt		1,142		79
Total interest expense		8,083		5,549

NET INTEREST INCOME		28,331		21,411
Provision for loan losses		2,582		2,260
Net interest income after provision for loan losses		25,749		19,151

NONINTEREST INCOME
Service charges on deposit accounts		633		623
Income on bank owned life insurance		588		460
Visa debit card income		685		558
Gain on loans held for sale		18,392		21,480
Capitalized servicing retained income		6		826
Insurance income		3,523		1,722
Gain on sale of securities		413		145
Gain on sale of subsidiary		—		626
Other operating income		1,691		2,005
Total noninterest income		25,931		28,445

NONINTEREST EXPENSES
Salaries and employee benefits		31,191		27,067
Occupancy expense		2,888		1,814
Equipment depreciation and maintenance		1,596		1,282
Data processing		1,628		1,180
Mortgage processing		2,520		2,417
Visa debit card expense		579		475
Advertising		1,437		1,444
Legal and accounting fees		1,299		1,273
Printing, stationery and supplies		424		503
Consulting fees		915		641
FDIC insurance		819		489
Travel		627		544
Other operating expenses		3,774		3,464
Total noninterest expense		49,697		42,593

Income before income taxes		1,983		5,003

Income tax (benefit) expense		(96)		983

Net Income	$	2,079	$	4,020

Preferred stock dividends		332		85

Net Income available to common shareholders	$	1,747	$	3,935

Earnings per share - basic	$	0.22	$	0.59
Earnings per share - diluted	$	0.22	$	0.57
Weighted average shares outstanding - basic		7,905,468		6,657,093
Weighted average shares outstanding - diluted		8,102,117		6,939,028

See Notes to Consolidated Financial Statements

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MVB Financial Corp. and Subsidiaries

Consolidated Statements of Comprehensive Income

(Dollars in thousands)

Years ended December 31, 2014 and 2013


	2014		2013

Net Income	$	2,079	$	4,020

Other comprehensive income (loss):

Unrealized holding gains (losses) on securities available-for-sale		2,196		(2,714)

Income tax effect		(878)		1,086

Reclassification adjustment for gain recognized in income		(413)		(145)

Income tax effect		165		58

Change in defined benefit pension plan		(1,252)		417

Income tax effect		501		(168)

Total other comprehensive income (loss)		319		(1,466)

Comprehensive income	$	2,398	$	2,554

See Notes to Consolidated Financial Statements

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MVB Financial Corp. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

(Dollars in thousands except per share data)

Years ended December 31, 2014 and 2013


								Accumulated
					Additional			Other				Total
	Preferred		Common		Paid-in	Retained		Comprehensive		Treasury		Stockholders’
	Stock		Stock		Capital	Earnings		(Loss)		Stock		Equity

Balance December 31, 2012	$	8,500	$	2,933	48,750		9,945	$	(1,495)	$	(1,084)	$	67,549

Net Income							4,020						4,020
Other comprehensive loss									(1,466)				(1,466)
Cash dividends paid ($0.07 per share)							(537)						(537)
Dividends on preferred stock							(85)						(85)
Stock split				3,853	(3,853)								—
Common stock issuance				866	22,243								23,109
Dividend reinvestment plan proceeds				32	881								913
Stock based compensation					196								196
Stock issuance from acquisition				22	301								323

Balance December 31, 2013	$	8,500	$	7,706	68,518		13,343	$	(2,961)	$	(1,084)	$	94,022

Net Income							2,079						2,079
Other comprehensive income									319				319
Cash dividends paid ($0.08 per share)							(636)						(636)
Dividends on preferred stock							(332)						(332)
Preferred stock issuance		7,834											7,834
Common stock issuance				311	5,277								5,588
Dividend reinvestment plan proceeds				11	169								180
Stock based compensation					321								321
Common stock options exercised				6	57								63

Balance December 31, 2014	$	16,334	$	8,034	74,342		14,454	$	(2,642)	$	(1,084)	$	109,438

See Notes to Consolidated Financial Statements

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MVB Financial Corp. and Subsidiaries

Consolidated Statements of Cash Flows

(Dollars in thousands)

Years ended December 31, 2014 and 2013


		2014		2013
OPERATING ACTIVITIES
Net Income	$	2,079	$	4,020
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization and accretion of investments		820		1,041
Net amortization of deferred loan fees		151		168
Provision for loan losses		2,582		2,260
Depreciation and amortization		1,245		936
Stock based compensation		321		196
Loans originated for sale		(843,233)		(1,023,418)
Proceeds of loans sold		882,158		1,040,367
Gain on sale of loans held for sale		(18,392)		(21,480)
Gain on sale of investment securities		(413)		(145)
Gain on sale of subsidiary		-		(626)
Income on bank owned life insurance		(588)		(460)
Deferred taxes		(1,082)		494
Other, net		(779)		(2,199)
NET CASH PROVIDED BY OPERATING ACTIVITIES		24,869		1,154

INVESTING ACTIVITIES
Purchases of investment securities available-for-sale		(29,573)		(56,995)
Purchases of investment securities held-to-maturity		(250)		(21,600)
Maturities/paydowns of investment securities available-for-sale		8,230		11,269
Maturities/paydowns of investment securities held-to-maturity		2,000		-
Sales of investment securities available-for-sale		61,299		15,237
Purchases of premises and equipment		(9,798)		(6,501)
Net increase in loans		(177,437)		(101,853)
Loans purchased		-		(76,052)
Purchases of restricted bank stock		(13,975)		(12,226)
Redemptions of restricted bank stock		15,024		8,757
Purchases of certificates of deposit with banks		(3,714)		-
Proceeds from sale of certificates of deposit with banks		1,234
Proceeds from sale of other real estate owned		76		278
Proceeds from sale of subsidiary		-		725
Purchase of bank owned life insurance		(5,000)		(5,078)
NET CASH USED IN INVESTING ACTIVITIES		(151,884)		(244,039)

FINANCING ACTIVITIES
Net increase in deposits		127,416		209,292
Net (decrease) increase in repurchase agreements		(48,905)		11,344
Net change in short-term FHLB borrowings		(2,199)		15,945
Principal payments on FHLB borrowings		(1,160)		(2,916)
Proceeds from subordinated debt		29,400		-
Proceeds from stock offering		5,588		23,109
Preferred stock issuance		7,834		-
Common stock options exercised		63		323
Dividend reinvestment plan proceeds		180		913
Cash dividends paid on common stock		(636)		(537)
Cash dividends paid on preferred stock		(332)		(85)
NET CASH PROVIDED BY FINANCING ACTIVITIES		117,249		257,388

(Decrease) increase in cash and cash equivalents		(9,766)		14,503

Cash and cash equivalents at beginning of period		39,843		25,340

Cash and cash equivalents at end of period	$	30,077	$	39,843

Supplemental disclosure of cash flow information

Loans transferred to other real estate owned	$	346	$	472

Cash payments for:
Interest	$	8,953	$	5,551
Income taxes	$	1,729	$	863

See Notes to Consolidated Financial Statement s

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business and Organization

The Bank was formed on October 30, 1997 and chartered under the laws of the State of West Virginia. The Bank commenced operations on January 4, 1999. As of December 31, 2014 , the bank operates nine full-service banking branches in Marion, Harrison, Monongalia, Jefferson and Berkley counties, West Virginia and loan production offices in Harrison and Kanawha Counties in West Virginia The Bank serves individual and corporate customers and is subject to competition from other financial institutions and intermediaries with respect to these services. The Company and Bank are regulated by the West Virginia Division of Financial Institutions and the Federal Deposit Insurance Corporation (FDIC).

During 2012, the Bank acquired Potomac Mortgage Group, Inc. (“PMG” which, following July 15, 2013, began doing business under the registered trade name “MVB Mortgage”), a mortgage company in the northern Virginia area, and fifty percent (50%) interest in a mortgage services company, Lender Service Provider, LLC (“LSP”). In the third quarter of 2013, this fifty percent (50%) interest in LSP was reduced to a twenty-five percent (25%) interest through a sale of a partial interest. This PMG acquisition provided the Company and the Bank the opportunity to make the mortgage banking operation a much more significant line of business to further diversify its net income stream. MVB Mortgage has eleven mortgage only offices, located in Virginia, within the Washington, District of Columbia metropolitan area as well as North Carolina and South Carolina, and, in addition, has mortgage loan originators located at select Bank locations throughout West Virginia.

MVB Insurance was originally formed in 2000 and reinstated in 2005, as a Bank subsidiary. Effective June 1, 2013, MVB Insurance became a direct subsidiary of the Company. MVB Insurance offers select insurance products such as title insurance, individual insurance, commercial insurance, employee benefits insurance, and professional liability insurance. MVB Insurance maintains its headquarters in Fairmont, West Virginia, and operates offices in Morgantown, West Virginia and Triadelphia, West Virginia.

A summary of significant accounting and reporting policies applied in the presentation of the accompanying financial statements follows:

Basis of Presentation

The financial statements are consolidated to include the accounts of the Company and its subsidiaries and affiliated businesses, MVB Insurance, LLC, and MVB Bank, Inc. and its wholly-owned subsidiary, MVB Mortgage. These statements have been prepared in accordance with U.S. generally accepted accounting principles. All significant inter-company accounts and transactions have been eliminated in the consolidated financial statements.

In preparing the financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses for the period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change relate to determination of the allowance for loan losses , derivative instruments, goodwill and deferred tax assets and liabilities.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

Operating Segments

An operating segment is defined as a component of an enterprise that engages in business activities that generates revenue and incurs expense, and the operating results of which are reviewed by the chief operating decision maker in the determination of resource allocation and performance. While the Company’s chief decision makers monitor the revenue streams of the various Company’s products and services, operations are managed and financial performance is evaluated on a Company-wide basis. D ue to the formation of the insurance subsidiary and increased mortgage banking activity, the Company’s business activities include three primary segments: commercial and retail banking, mortgage banking and insurance services.

Cash and Cash Equivalents

Cash equivalents include cash on hand, deposits in banks and interest-earning deposits. Interest-earning deposits with original maturities of 90 days or less are considered cash equivalents. Net cash flows are reported for loan s , deposits and short term borrowing transactions.

Management Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates, such as the allowance for loan losses, are based upon known facts and circumstances. Estimates are revised by management in the period such facts and circumstances change. Actual results could differ from these estimates.

Loans Held for Sale

Through multiple secondary market investors, MVB Mortgage has the ability to offer customers long-term fixed rate and variable rate mortgage products without holding these instruments in the bank’s loan portfolio. MVB Mortgage values loans held for sale at fair value. Occasionally the Bank will sell portfolio loans and have them classified as loans held for sale. These loans are recorded at lower of cost or market.

Derivative Financial Instruments

The Company enters into commitments to originate mortgage loans whereby the interest rate on the loan is determined prior to funding (rate lock commitments). Rate lock commitments on mortgage loans that are intended to be sold are considered to be derivatives. The period of time between issuance of a loan commitment and closing and sale of the loan generally ranges from 30 to 120 days. The Company protects itself from changes in interest rates through the use of both mandatory delivery arrangements and best efforts forward delivery commitments, whereby the Company commits to sell a loan at the time the borrower commits to an interest rate with the intent that the buyer has assumed interest rate risk on the loan. As a result, the Company limits the exposure of losses with these arrangements and will not realize significant gains related to its rate lock commitments due to changes in interest rates. The correlation between the rate lock commitments and the forward sales commitments is very high due to their similarity.

The fair value of rate lock commitments and forward sales commitments is not readily ascertainable with precision because rate lock commitments and forward sales commitments are not actively traded in stand-alone-markets. The Company determines the fair value of rate lock commitments and forward sales commitments by measuring the change in the value of the underlying asset while taking into consideration the probability that the rate lock commitments will close . During the fourth quarter 2014, management refined their calculation of interest rate locks to incl ude the cost to originate l oans, which resulted in a on e -time expense of $706 .

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

Loans and Allowance for Loan Losses

Loans are stated at the amount of unpaid principal reduced by an allowance for loan losses. Loans are considered delinquent when scheduled principal or interest payments are 3 0 days past due. Interest income on loans is recognized on an accrual basis. The allowance for loan losses is maintained at a level deemed adequate to absorb probable losses inherent in the loan portfolio. The Company consistently applies a quarterly loan review process to continually evaluate loans for changes in credit risk. This process serves as the primary means by which the Company evaluates the adequacy of the allowance for loan losses, and is based upon periodic review of the collectability of loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The allowance consists of specific and general components. The specific component relates to loans that are impaired. The general component covers non-classified loans and is based upon historical loss experience adjusted for qualitative factors.

The Company allocates the allowance based on the factors described below, which conform to the Company’s loan classification policy. In reviewing risk within the Bank’s loan portfolio, management has determined there to be several different risk categories within the loan portfolio. The allowance for loan losses consists of amounts applicable to: (i) residential real estate loans; (ii) commercial and commercial real estate secured loans; (iii) home equity loans; (iv) consumer and other loans. Factors considered in this process include general loan terms, collateral, and availability of historical data to support the analysis. Historical loss percentages for each loan category are calculated and used as the basis for calculating allowance allocations. Certain qualitative factors are evaluated to determine additional inherent risks in the loan portfolio, which are not necessarily reflected in the historical loss percentages. These factors are then added to the historical allocation percentage s to get the adjusted factor to be applied to non-classified loans on a weighted basis, by risk grade . The following qualitative factors are analyzed:

Lending policies and procedures

Change in volume and severity of past due loans

Nature and volume of the portfolio

Experience and ability of management

Volume and severity of problem credits

Results of loan reviews , audits and exams

National, state, regional and local economic trends and business conditions

General economic conditions

Unemployment rates

Inflation / CPI

Changes in values of underlying collateral for collateral-dependent loans

Value of underlying collateral

Existence and effect of any credit concentrations, and changes in the level of such concentrations

The Company analyzes its loan portfolio each quarter to determine the appropriateness of its allowance for loan losses.

A loan is considered impaired when, based upon current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and shortages generally are not classified as impaired. Generally the Company considers impaired loans to include loans cla ssified as non-accrual loans, loans past due for longer than 90 days and troubled debt restructurings.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

Accounting standards require that loan origination and commitment fees and direct loan origination costs be deferred and the net amount amortized as an adjustment of the related loan’s yield.

Troubled Debt Restructurings (TDRs)

A restructuring of debt constitutes a TDR if the creditor for economic or legal reasons related to the debtor’s financial difficulties grants a concession to the debtor that it would not otherwise consider. The determination of whether a concession has been granted includes an evaluation of the debtor’s ability to access funds at a market rate for debt with similar risk characteristics and among other things, the significance of the modification relative to unpaid principal or collateral value of the debt, and/or the significance of a delay in the timing of payments relative to the frequency of payments, original maturity date or the expected duration of the loan. The most common concessions granted generally include one or more modifications to the terms of the debt such as a reduction in the interest rate for the remaining life of the debt, an extension of the maturity date at an interest rate lower than the current market rate for new debt with similar risk, or reduction of the unpaid principal or interest. All TDRs are considered impaired loans.

Mortgage Servicing Rights

Mortgage servicing rights (MSRs) are recorded when the Bank sells mortgage loans and retains the servicing on those loans. On a monthly basis, MVB tracks the amount of mortgage loans that are sold with servicing retained. A valuation is done to determine the MSR’s value, which is then recorded as an asset and amortized over the period of estimated net servicing revenues. The balance of MSR’s is evaluated for impairment quarterly, and was determined not to be impaired at December 31, 2014 or 201 3 . Servicing loans for others generally consists of collecting mortgage payments from borrowers, maintaining escrow accounts, remitting payments to third party investors and when necessary, foreclosure processing. Serviced loans are not included in the Consolidated Balance Sheets. The amortization taken on the servicing asset for the years ended December 31, 2014 and 2013 was $ 574 and $ 369 , respectively. At December 31, 2014 and 2013 , total loans serviced for others totaled $ 322,920 and $ 248,491 , respectively.

Interest Rate Cap

The Company has entered into a rate protection transaction through SMBC Capital Markets, Inc. covering the period November 26, 2014 through December 1, 2019. The notional amount is $100 million and 3 month Libor is the underlying rate and the strike price is 3% . The 5 year coverage is broken into 20 quarterly caps. The Company’s fixed cost in the interest rate cap was $1.5 million. The credit support provider must maintain a long-term senior unsecured debt rating of A or better by S&P and A2 or better by Moody’s.

Premises and Equipment

Premises and equipment are carried at cost less accumulated depreciation. The provision for depreciation is computed for financial reporting by the straight-line-method based on the estimated useful lives of assets, which range from 7 to 40 years on buildings and leasehold improvements and 3 to 10 years on furniture, fixtures and equipment.

Intangible Assets and Goodwill

The Company tests goodwill for impairment on an annual basis. If it is determined that the fair value of the reporting unit is less than the carrying value of the unit, the Company would be required to recognize impairment equal to the difference between the fair value and the carrying value. Based upon this assessment it was determined that goodwill was not impaired at December 31, 2014 or 2013 . As of December 31, 2014 and 2013 , the Company had goodwill of $17.8 million for both years.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

Restricted Bank Stock

The Bank is a member of the FHLB of Pittsburgh and as such, is required to maintain a minimum investment in stock of the FHLB that varies with the level of advances outstanding with the FHLB. As of December 31, 2014 and 2013 , the Bank holds $ 5,2 18 and $ 6,267 , respectively. The stock is bought from and sold to the FHB based upon its $100 par value. The stock does not have a readily determinable fair value and as such is classified as restricted stock, carried at cost and evaluated by management. The stock’s value is determined by the ultimate recoverability of the par value rather than by recognizing temporary declines. The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following: (a) A significant decline in net assets of the FHLB as compared to the capital stock amount and the length of time this situation has persisted (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance (c) the impact of legislative and regulatory changes on the customer base of the FHLB and (d) the liquidity position of the FHLB. Management evaluated the stock and concluded that the stock was not impaired for the periods presented herein. Management considered that the FHLB’s regulatory capital ratios have improved in the most recent quarters, liquidity appears adequate, new shares of FHLB stock continue to exchange hands at the $100 par value and the FHLB has repurchased shares of excess capital stock from its me mbers during 2013 and 2014 and has reinstituted the dividend.

Income Taxes

The Company and the Bank file a consolidated federal income tax return. Deferred tax assets and liabilities are computed based on the difference between the financial statement basis and income tax basis of assets and liabilities using the enacted marginal tax rates. Deferred income tax expenses or benefits are based on the changes in the net deferred tax asset or liability from period to period.

Stock Based Compensation

Compensation cost is recognized for stock options issued to employees, based on the fair value of these awards at the date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options. Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award.

Foreclosed Assets Held for Resale

Foreclosed assets held for resale acquired in satisfaction of mortgage obligations and in foreclosure proceedings are recorded at fair value less estimated selling costs at the time of foreclosure, with any valuation adjustments charged to the allowance for loan losses. Any gains or losses on sale are then recorded in other non-interest expense. At December 31, 2014 and 2013 , the Company held other real estate of $5 75 and $ 375 .

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

Earnings Per Share

Diluted net income per common share includes any dilutive effects of stock options, and is computed by dividing net income by the average number of common shares outstanding during the period less the preferred stock dividend, adjusted for the dilutive effect of options under the Company’s 2003 and 2013 Stock Incentive Plan.


	For the years ended
	December 31,
(Dollars in thousands except shares and per share data)	2014		2013

Numerator for both basic and diluted earnings per share:
Net Income	$	2,079	$	4,020
Less: Dividends on preferred stock		332		85
Net income available to common shareholders	$	1,747	$	3,935
Denominator:

Total average shares outstanding		7,905,468		6,657,093
Effect of dilutive stock options		196,649		281,935

Total diluted average shares outstanding		8,102,117		6,939,028

Earnings Per Share - Basic	$	0.22	$	0.59
Earnings Per Share - Diluted	$	0.22	$	0.57

Comprehensive Income

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities and minimum pension liability, are reported as a separate component of the equity section of the Consolidated Balance Sheet, such items, along with net income, are components of comprehensive income.

Bank-owned life insurance

Bank-owned life insurance (“BOLI”) represents life insurance on the lives of certain Company employees who have provided positive consent allowing the Company to be the beneficiary of such policies. These policies are recorded at their cash surrender value, or the amount that can be realized upon surrender of the policy. Income from these policies is not subject to income taxes and is recorded as other income.

Advertising Costs

Advertising costs are expensed as incurred. Advertising expense was $1.4 million and $ 1.4 million for 201 4 and 201 3 , respectively.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (i) the assets have been isolated from the company, (ii) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (iii) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

Reclassifications

Certain amounts in the 201 3 financial statements have been reclassified to conform to the 201 4 financial statement presentation.

Recent Accounting Pronouncements

In May 2014 , the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers, ” which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principal of this ASU is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This ASU will be effective for us in our first quarter of 2018. Early adoption is not permitted. The ASU allows for either full retrospective or modified retrospective adoption. We are evaluating the transition method that will be elected and the potential effects of the adoption of this ASU on our financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

In August 2014, the FASB issued ASU No. 2014-14 – Receivables – Troubled Debt Restructurings by Creditors (Subtopic 310-40): “ Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure, ’ to address the diversity in practice regarding the classification and measurement of foreclosed loans which were part of a government-sponsored loan guarantee program (e.g. HUD, FHA, VA). The ASU outlines certain criteria that, if met, the loan (residential or commercial) should be derecognized and a separate other receivable should be recorded upon foreclosure at the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. This ASU will be effective for annual reporting periods beginning after December 15, 2014, including interim periods within that reporting period. Early adoption is permitted, provided the entity has adopted ASU 2014-04. The ASU should be adopted either prospectively or on a modified retrospective basis. Management is currently evaluating the impact of adoption on the consolidated financial statements, but does not believe that adoption will have a material impact.

In August 2014, the FASB issued ASU No. 2014-15 Presentation of Financial Statements – Going Concern (Subtopic 205-40): “ Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, ” to reduce diversity in the timing and content of going concern disclosures. This ASU clarifies management’s responsibility to evaluate and provide related disclosures if there are any conditions or events, as a whole, that raise substantial doubt about the entity’s ability to continue as a going concern for one year after the date the financial statements are issued (or, if applicable, available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early application is permitted. Management is currently evaluating the impact of adoption on the consolidated financial statements, but does not believe that adoption will have a material impact.

NOTE 2. INVESTMENT SECURITIES

Amortized cost and fair values of investment securities held-to-maturity at December 31, 2014 , including gross unrealized gains and losses, are summarized as follows:


	Amortized		Unrealized		Unrealized		Fair
(in thousands)	Cost		Gain		Loss		Value

Municipal securities	$	54,538	$	1,600	$	(267)	$	55,871
Total investment securities held-to-maturity	$	54,538	$	1,600	$	(267)	$	55,871

Amortized cost and fair values of investment securities held-to-maturity at December 31, 2013 , including gross unrealized gains and losses, are summarized as follows:


	Amortized		Unrealized		Unrealized		Fair
(in thousands)	Cost		Gain		Loss		Value

Municipal securities	$	56,670	$	367	$	(2,919)	$	54,118
Total investment securities held-to-maturity	$	56,670	$	367	$	(2,919)	$	54,118

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

Amortized cost and fair values of investment securities available-for-sale at December 31, 2014 are summarized as follows:


	Amortized		Unrealized		Unrealized		Fair
(in thousands)	Cost		Gain		Loss		Value

U. S. Agency securities	$	37,926	$	73	$	(465)	$	37,534
U.S. Sponsored Mortgage-backed securities		30,293		58		(419)		29,932
Total debt securities		68,219		131		(884)		67,466
Equity and other securities		670		77		—		747
Total investment securities available-for-sale	$	68,889	$	208	$	(884)	$	68,213

Amortized cost and fair values of investment securities available-for-sale at December 31, 2013 are summarized as follows:


	Amortized		Unrealized		Unrealized		Fair
(in thousands)	Cost		Gain		Loss		Value

U. S. Agency securities	$	60,744	$	—	$	(1,922)	$	58,822
U.S. Sponsored Mortgage-backed securities		47,317		118		(843)		46,592
Total debt securities		108,061		118		(2,765)		105,414
Equity and other securities		810		187		—		997
Total investment securities available-for-sale	$	108,871	$	305	$	(2,765)	$	106,411

The following tables summarize amortized cost and fair values of debt securities by maturity:


	December 31, 2014
	Held to Maturity				Available for sale

	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value

Within one year	$	—	$	—	$	—	$	—
After one year, but within five		2,411		2,453		20,185		20,117
After five years, but within ten		16,564		16,940		22,832		22,534
After ten Years		35,563		36,478		25,202		24,815
Total	$	54,538	$	55,871	$	68,219	$	67,466

Investment securities with a carrying value of $ 1 1 8,734 a nd $ 152,193 at De cember 31, 2014 and 2013 , respectively, were pledged to secure public funds, repurchase agreements and potential borrowings at the Federal Reserve discount window.

The Company’s investment portfolio includes securities that are in an unrealized loss position as of December 31, 2014 , the details of which are included in the following table. Although these securities, if sold at December 31, 2014 would result in a pretax loss of $ 1,151 , the Company has no intent to sell the applicable securities at such fair values, and maintains the Company has the ability to hold these securities until all principal has been recovered. Declines in the fair values of these securities can be traced to general market conditions which reflect the prospect for the economy as a whole. When determining other-than-temporary impairment on securities, the Company considers such factors as adverse conditions specifically related to a certain security or to specific conditions in an industry or geographic area, the time frame securities have been in an unrealized loss position, the Company’s ability to hold the security for a period of time sufficient to allow for anticipated recovery in value, whether or not the security has been downgraded by a rating

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

agency, and whether or not the financial condition of the security issuer has severely deteriorated. As of December 31, 2014 , the Company considers all securities with unrealized loss positions to be temporarily impaired, and consequently, does not believe the Company will sustain any material realized losses as a result of the current temporary decline in fair value.

The following table discloses investments in an unrealized loss position at December 31, 2014 :


(in thousands)	Less than 12 months				12 months or more
Description and			Unrealized				Unrealized
number of positions	Fair Value		Loss		Fair Value		Loss

U.S. Agency securities (9)	$	996	$	(3)	$	26,900	$	(462)
U.S. Sponsored Mortgage-backed securities (8)		678		(3)		14,824		(416)
Municipal securities (42)		528		(3)		16,489		(264)
	$	2,202	$	(9)	$	58,213	$	(1,142)

The following table discloses investments in an unrealized loss position at December 31, 2013 :


(in thousands)	Less than 12 months				12 months or more
Description and			Unrealized				Unrealized
number of positions	Fair Value		Loss		Fair Value		Loss

U.S. Agency securities (19)	$	58,822	$	(1,922)	$	—	$	—
U.S. Sponsored Mortgage-backed securities (18)		14,969		(113)		19,781		(730)
Municipal securities (103)		35,502		(2,535)		4,471		(384)
	$	109,293	$	(4,570)	$	24,252	$	(1,114)

The Company sold investments available-for-sale of $ 61.3 million and $ 15.2 million in 201 4 and 201 3 , respectively. These sales resulted in gross gains of $ 553 and $ 1 45 and gross losses of $1 40 and $0 in 201 4 and 201 3 , respectively.

NOTE 3. LOANS AND ALLOWANCE FOR LOAN LOSSES

The Company routinely generates 1-4 family mortgages for sale into the secondary market. During 201 4 and 201 3 , the Company recognized sales proceeds of $ 882.2 m illion and $1 .0 b illion, resulting in gains on loans held for sale of $ 18.4 million and $ 21.5 million, respectively.

The components of loans in the Consolidated Balance Sheet at December 31, were as follows:


(in thousands)	2014		2013

Commercial and non-residential real estate	$	560,752	$	457,388
Residential real estate		174,507		118,204
Home equity		45,935		27,797
Consumer		17,103		18,916
	$	798,297	$	622,305

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

All loan origination fees and direct loan origination costs are deferred and recognized over the life of the loan. As of December 31, 2014 and 2013 , net deferred ( fees ) and costs of $1, 365 and $ 1,462 , respectively, were included in the carrying value of loans.

The following table summarizes the primary segments of the loan portfolio as of December 31, 2014 and 2013 (in thousands):


					Home
	Commercial		Residential		Equity		Consumer		Total
December 31, 2014
Individually evaluated for impairment	$	13,782	$	969	$	28	$	2	$	14,781
Collectively evaluated for impairment		546,970		173,538		45,907		17,101		783,516
Total Loans	$	560,752	$	174,507	$	45,935	$	17,103	$	798,297
December 31, 2013
Individually evaluated for impairment	$	6,254	$	261	$	28	$	93	$	6,636
Collectively evaluated for impairment		451,134		117,943		27,769		18,823		615,669
Total Loans	$	457,388	$	118,204	$	27,797	$	18,916	$	622,305

Loans are considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in evaluating impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. The Company also separately evaluates individual consumer and residential mortgage loans for impairment. The Chief Credit Officer identifies these loans individually by monitoring the delinquency status of the Bank’s portfolio. Once identified, the Bank’s ongoing communications with the borrower allow Management to evaluate the significance of the payment delays and the circumstances surrounding the loan and the borrower. A collateral evaluation is completed when it is determined that the loan is impaired.

Once the determination has been made that a loan is impaired, the determination of whether a specific allocation of the allowance is necessary is measured by comparing the recorded investment in the loan to the fair value of the loan using one of three methods: (a) the present value of expected future cash flows discounted at the loan’s effective interest rate; (b) the loan’s observable market price; or (c) the fair value of the collateral less selling costs. The method is selected on a loan-by-loan basis, with management primarily utilizing the fair value of collateral method. The evaluation of the need and amount of a specific allocation of the allowance and whether a loan can be removed from impairment status is made on a quarterly basis.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

The following table presents impaired loans by class, segregated by those for which a specific allowance was required and those for which a specific allowance was not necessary as of December 31, 2014 and 2013 (in thousands):


					Impaired
					Loans with
					No
	Impaired Loans with				Specific
	Specific Allowance				Allowance		Total Impaired Loans
									Unpaid
	Recorded		Related		Recorded		Recorded		Principal
	Investment		Allowance		Investment		Investment		Balance
December 31, 2014

Commercial
Commercial Business	$	—	$	—	$	3,606	$	3,606	$	3,606
Commercial Real Estate		1,527		260		5,021		6,548		6,548
Acquisition & Development		273		102		3,355		3,628		4,703
Total Commercial		1,800		362		11,982		13,782		14,857
Residential		969		298		—		969		969
Home Equity		28		28		—		28		28
Consumer		2		2		—		2		2
Total impaired loans	$	2,799	$	690	$	11,982	$	14,781	$	15,856

December 31, 2013

Commercial
Commercial Real Estate	$	1,801	$	407	$	120	$	1,921	$	2,199
Acquisition & Development		4,333		836		—		4,333		4,055
Total Commercial		6,134		1,243		120		6,254		6,254
Residential		261		175		—		261		261
Home Equity		28		28		—		28		28
Consumer		25		12		68		93		93
Total impaired loans	$	6,448	$	1,458	$	188	$	6,636	$	6,636

Impaired loans have increased during 2014, but remain at a level that is manageable. The increase is primarily attributed to two loans that have experienced financial adversity as a result of the developments in the respective industries within which they operate, neither of which represents a concentration of any kind in the Bank’s commercial loan portfolio. One loan, with an outstanding balance of $3.6 million is dependent upon the condition of the coal industry, while the other loan, with a balance of $5.0 million, is a commercial real estate property in the Northern Virginia market, which had as primary tenants, government contractors that have vacated the premises as a result of losing significant contracts with the United States government. It is important to note that the commercial real estate loan was purchased from another financial institution in late 2013 . I t is the Bank’s position that the “Loan Sales Agreement” has been breached by the selling institution and legal recourse is being pursued by the Bank.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

The following table presents the average recorded investment in impaired loans and related interest income recognized for the years ended (in thousands):



	December 31, 2014						December 31, 2013
	Average		Interest		Interest		Average		Interest		Interest
	Investment		Income		Income		Investment		Income		Income
	in Impaired		Recognized on		Recognized on		in Impaired		Recognized on		Recognized on
	Loans		Accrual Basis		Cash Basis		Loans		Accrual Basis		Cash Basis
Commercial
Commercial Business	$	301	$	14	$	61	$	—	$	—	$	—
Commercial Real Estate		2,213		149		105		1,878		38		58
Acquisition & Development		4,456		112		94		2,360		74		91
Total Commercial		6,970		275		260		4,238		112		149
Residential		804		20		20		356		7		6
Home Equity		28		1		1		2		1		—
Consumer		20		1		1		19		1		2
Total	$	7,822	$	297	$	282	$	4,615	$	121	$	157

Bank m anagement uses a nine point internal risk rating system to monitor the credit quality of the overall loan portfolio. The first six categories are considered not criticized, and are aggregated as “Pass” rated. The criticized rating categories utilized by management generally follow bank regulatory definitions. The Special Mention category includes assets that are currently protected but are potentially weak, resulting in an undue and unwarranted credit risk, but not to the point of justifying a Substandard classification. Loans in the Substandard category have well-defined weaknesses that jeopardize the liquidation of the debt, and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. The portion of any loan that represents a specific allocation of the allowance for loan losses is placed in the Doubtful category. Any portion of a loan that has been charged off is placed in the Loss category.

To help ensure that risk ratings are accurate and reflect the present and future capacity of borrowers to repay a loan as agreed, the Bank has a structured loan rating process with several layers of internal and external oversight. Generally, consumer and residential mortgage loans are included in the Pass categories unless a specific action, such as bankruptcy, repossession, or death occurs to raise awareness of a possible credit event. The Bank’s Chief Credit Officer is responsible for the timely and accurate risk rating of the loans in the portfolio at origination and on an ongoing basis. The Credit Department performs an annual review of all commercial relationships $ 1,000 or greater. Confirmation of the appropriate risk grade is included in the review on an ongoing basis. The Bank has an experienced Credit Department that continually reviews and assesses loans within the portfolio. The Credit Department compiles detailed reviews, including plans for resolution, on loans classified as Substandard on a quarterly basis. Loans in the Special Mention and Substandard categories that are collectively evaluated for impairment are given separate consideration in the determination of the allowance.

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MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

The following table represents the classes of the loan portfolio summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard and Doubtful within the internal risk rating system as of December 31, 2014 and 2013 (in thousands):


			Special
	Pass		Mention		Substandard		Doubtful		Total
December 31, 2014

Commercial
Commercial Business	$	234,547	$	618	$	3,713	$	—	$	238,878
Commercial Real Estate		262,215		11,242		7,323		—		280,780
Acquisition & Development		34,391		3,075		1,496		2,132		41,094
Total Commercial		531,153		14,935		12,532		2,132		560,752
Residential		171,395		2,147		965		—		174,507
Home Equity		45,684		223		28		—		45,935
Consumer		16,477		624		2		—		17,103
Total Loans	$	764,709	$	17,929	$	13,527	$	2,132	$	798,297

December 31, 2013

Commercial
Commercial Business	$	196,608	$	5,830	$	26	$	—	$	202,464
Commercial Real Estate		231,083		2,816		3,306		—		237,205
Acquisition & Development		9,783		2,920		5,016		—		17,719
Total Commercial		437,474		11,566		8,348		—		457,388
Residential		115,283		2,660		261		—		118,204
Home Equity		27,662		107		28		—		27,797
Consumer		18,188		635		93		—		18,916
Total Loans	$	598,607	$	14,968	$	8,730	$	—	$	622,305

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due.

A loan that has deteriorated and is in a collection process could warrant non-accrual status. A thorough review is to be presented to the Chief Credit Officer and or the Mortgage Loan Committee ("MLC"), as required with respect to any loan which is in a collection process and to make a determination as to whether the loan should be placed on non-accrual status. The placement of loans on non-accrual status will be subject to applicable regulatory restrictions and guidelines. Generally, loans should be placed in non-accrual status when the loan approaches 90 days past due, when it becomes likely the borrower cannot or will not make scheduled principal or interest payments, when full repayment of principal and interest is not expected, or when the loan displays potential loss characteristics. Normally, all accrued interest should be charged off when a loan is placed in non-accrual status. Any payments subsequently received should be applied to principal. To remove a loan from non-accrual status, all principal and interest due must be paid up to date and the bank is reasonably sure of future satisfactory payment performance. Usually, this requires a six-month recent history

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MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

of payments due. Removal of a loan from non-accrual status will require the approval of the Chief Credit Officer and or MLC.

The following table presents the classes of the loan portfolio summarized by aging categories of performing loans and nonaccrual loans as of December 31, 2014 and 2013 (in thousands):


							90
			30-59		60-89		Days +		Total						90+ Days
			Days		Days		Past		Past		Total		Non-		Still
	Current		Past Due		Past Due		Due		Due		Loans		Accrual		Accruing
December 31, 2014
Commercial
Commercial Business	$	233,464	$	3,738	$	1,500	$	176	$	5,414	$	238,878	$	107	$	69
Commercial Real Estate		270,600		234		4,925		5,021		10,180		280,780		—		5,021
Acquisition & Development		37,739		—		—		3,355		3,355		41,094		3,355		—
Total Commercial		541,803		3,972		6,425		8,552		18,949		560,752		3,462		5,090
Residential		167,392		4,478		2,126		511		7,115		174,507		487		216
Home Equity		45,815		120		—		—		120		45,935		—		—
Consumer		16,692		411		—		—		411		17,103		—		—
Total	$	771,702	$	8,981	$	8,551	$	9,063	$	26,595	$	798,297	$	3,949	$	5,306

December 31, 2013
Commercial
Commercial Business	$	202,275	$	139	$	24	$	26	$	189	$	202,464	$	26	$	—
Commercial Real Estate		236,870		77		—		258		335		237,205		258		—
Acquisition & Development		17,719		—		—		—		—		17,719		—		—
Total Commercial		456,864		216		24		284		524		457,388		284		—
Residential		116,150		1,401		193		460		2,054		118,204		30		430
Home Equity		27,741		28		—		28		56		27,797		—		28
Consumer		18,747		92		—		77		169		18,916		76		1
Total	$	619,502	$	1,737	$	217	$	849	$	2,803	$	622,305	$	390	$	459

An allowance for loan losses (“ALL”) is maintained to absorb losses from the loan portfolio. The ALL is based on management’s continuing evaluation of the risk characteristics and credit quality of the loan portfolio, assessment of current economic conditions, diversification and size of the portfolio, adequacy of collateral, past and anticipated loss experience, and the amount of non-performing loans.

Interest income on loans would have increased by approximately $ 221 and $ 47 for 201 4 and 201 3 , respectively, if loans had performed in accordance with their terms.

The Bank’s methodology for determining the ALL is based on the requirements of ASC Section 310-10-35 for loans individually evaluated for impairment (discussed above) and ASC Subtopic 450-20 for loans collectively evaluated for impairment, as well as the Interagency Policy Statements on the Allowance for Loan and Lease Losses and other bank regulatory guidance. The total of the two components represents the Bank’s ALL.

Loans that are collectively evaluated for impairment are analyzed with general allowances being made as appropriate. For general allowances, historical loss trends are used in the estimation of losses in the current portfolio. These historical loss amounts are modified by qualified factors.

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MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

The segments described above, which are based on the Federal call code assigned to each loan, provide the starting point for the ALL analysis. Company and bank m anagement tracks the historical net charge-off activity at the call code level. A historical charge-off factor is calculated utilizing a defined number of consecutive historical quarters. All pools currently utilize a rolling 12 quarters.

“Pass” rated credits are segregated from “Criticized” credits for the application of qualitative factors. Loans in the criticized pools, which possess certain qualities or characteristics that may lead to collection and loss issues, are closely monitored by management and subject to additional qualitative factors.

Company and Bank management have identified a number of additional qualitative factors which it uses to supplement the historical charge-off factor because these factors are likely to cause estimated credit losses associated with the existing loan pools to differ from historical loss experience. The additional factors that are evaluated quarterly and updated using information obtained from internal, regulatory, and governmental sources are: national and local economic trends and conditions; levels of and trends in delinquency rates and non-accrual loans; trends in volume and terms of loans; effects of changes in lending policies; experience, ability, and depth of lending staff; value of underlying collateral; and concentrations of credit from a loan type, industry and/or geographic standpoint. The combination of historical charge-off and qualitative factors are then weighted for each risk grade. These weightings are determined internally based upon the likelihood of loss as a loan risk grading deteriorates.

Bank m anagement reviews the loan portfolio on a quarterly basis using a defined, consistently applied process in order to make appropriate and timely adjustments to the ALL. When information confirms all or part of specific loans to be uncollectible, these amounts are promptly charged off against the ALL.

The following table summarizes the primary segments of the ALL, segregated into the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment as of December 31, 2014 and 2013 . Activity in the allowance is presented for the periods indicated (in thousands):


					Home
	Commercial		Residential		Equity		Consumer		Total
ALL balance at December 31, 2013	$	3,609	$	519	$	554	$	253	$	4,935
Charge-offs		(1,110)		(130)		—		(68)		(1,308)
Recoveries		7		—		3		4		14
Provision		1,857		573		134		18		2,582
ALL balance at December 31, 2014	$	4,363	$	962	$	691	$	207	$	6,223
Individually evaluated for impairment	$	362	$	298	$	28	$	2	$	690
Collectively evaluated for impairment	$	4,001	$	664	$	663	$	205	$	5,533

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MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014


					Home
	Commercial		Residential		Equity		Consumer		Total
ALL balance at December 31, 2012	$	3,107	$	514	$	242	$	213	$	4,076
Charge-offs		(1,458)		(38)		—		(33)		(1,529)
Recoveries		57		60		10		1		128
Provision		1,903		(17)		302		72		2,260
ALL balance at December 31, 2013	$	3,609	$	519	$	554	$	253	$	4,935
Individually evaluated for impairment	$	1,243	$	175	$	28	$	12	$	1,458
Collectively evaluated for impairment	$	2,366	$	344	$	526	$	241	$	3,477

During December 201 3 the Bank purchased $74.3 million in performing commercial real estate secured loans in the northern Virginia area. At the time of acquisition, none of these loans were considered impaired. They were acquired at a premium of roughly 1.024 or $1.8 million , which is being amortized in accordance with ASC 310-20. These loans are collectively evaluated for impairment under ASC 450. Loans are monitored individually for payoff activity, and any necessary adjustments to the premium will be made accordingly. At December 31, 2014, these balances totaled $51.3 million. Of the $23 million decrease, MVB refinanced $15.7 million and sold a participation totaling $2.9 million. The weighted average yield on the remaining portfolio is 5.66% .

The allowance for loan losses is based on estimates, and actual losses will vary from current estimates. Management believes that the granularity of the homogeneous pools and the related historical loss ratios and other qualitative factors, as well as the consistency in the application of assumptions, result in an ALL that is representative of the risk found in the components of the portfolio at any given date.

Troubled Debt Restructurings

The restructuring of a loan is con sidered a troubled debt restructuring (“TDR”) if both (i) the borrower is experiencing financial difficulties and (ii) the creditor has granted a concession. Concessions may include interest rate reductions or below market interest rates, principal forgiveness, restructuring amortization schedules and other actions intended to minimize potential losses . No TDR’s have defaulted for the years ended December 31, 2014 and 2013, respectively .

At December 31, 2014 and 2013 , the Bank had specific reserve allocations for TDR’s of $ 582 and $ 1.4 million, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

The following table presents details related to loans identified as Troubled Debt Restructurings during the years ended December 31, 2014 and 2013.


	December 31, 2014					December 31, 2013
		Pre-		Post-			Pre-		Post-
		Modification		Modification			Modification		Modification
	Number	Outstanding		Outstanding		Number	Outstanding		Outstanding
	of	Recorded		Recorded		of	Recorded		Recorded
(Dollars in thousands)	Contracts	Investment		Investment		Contracts	Investment		Investment

Commercial
Commercial Business	1	$	3,606	$	3,606	2	$	119	$	119
Commercial Real Estate	1		496		300	1		352		250
Acquisition and Development	—		—		—	3		4,349		4,333
Total Commercial	2		4,102		3,906	6		4,820		4,702
Residential Real Estate	1		389		382	—		—		—
Home Equity	—		—		—	1		28		28
Consumer	—		—		—	3		8		6
Total	3	$	4,491	$	4,288	10	$	4,856	$	4,736

(1)

The pre-modification and post-modification balances represent the balances outstanding immediately before and after modification of the loan.

NOTE 4. PREMISES AND EQUIPMENT

Premises and equipment at December 31, were as follows:


(in thousands)	2014		2013

Land	$	3,006	$	1,976
Buildings and improvements		14,351		7,755
Furniture, fixtures and equipment		9,126		7,000
Construction in progress		3,669		4,154
Leasehold improvements		1,734		1,203
		31,886		22,088
Accumulated depreciation		(6,414)		(5,169)
Net premises and equipment	$	25,472	$	16,919

During 2014, the Bank completed construction of a new facility in Kanawha County, West Virginia and a new facility in the West Virginia High Technology Park in Fairmon t, Marion County, West Virginia.

Depreciation expense amounted to $ 1,245 and $ 936 for 201 4 and 201 3 , respectively.

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MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

NOTE 5. DEPOSITS

Deposits at December 31, were as follows:


(in thousands)	2014		2013

Demand deposits of individuals, partnerships, and corporations
Non-interest bearing demand	$	67,066	$	63,336
Interest bearing demand		431,896		320,420
Savings and money markets		87,715		70,902
Time deposits including CDs and IRAs		236,550		241,153
Total deposits	$	823,227	$	695,811

Time deposits that meet or exceed the FDIC insurance limit	$	23,257	$	22,358

Maturities of time deposits at December 31, 2014 were as follows (in thousands) :


2015	$	159,508
2016		42,679
2017		6,157
2018		12,312
2019		15,894
Total	$	236,550

NOTE 6. BORROWED FUNDS

The Bank is a member of the Federal Home Loan Bank (“FHLB”) of Pittsburgh, Pennsylvania. The remaining maximum borrowing capacity with the FHLB at December 31, 2014 was approximately $257,982 . At December 31, 2014 and 2013 the Bank had borrowed $101,287 and $104,647.

Short-term borrowings and Repurchase Agreements

Along with traditional deposits, the Bank has access to both overnight repurchase agreements and short-term borrowings from FHLB to fund its operations and investments. Repurchase agreements totaled $ 32.7 million at December 31, 2014 , compared to $ 81.6 million in 201 3 . The decline in repurchase agreements simply relates to strategically moving customer accounts from repurchase agreements to public funds demand deposits accounts . Short-term borrowings from

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

FHLB totaled $ 95.8 million at December 31, 2014 , compared to $ 98.0 million at year-end 201 3 . Information related to short-term borrowings and repurchase agreements is summarized below:

Short-term borrowings:


(Dollars in thousands)	2014			2013

Balance at end of year	$	95,829		$	98,028
Average balance during the year		76,185			55,686
Maximum month-end balance		120,229			98,028
Weighted-average rate during the year		0.27	%		0.25	%
Rate at December 31		0.32	%		0.25	%

Repurchase agreements:


(Dollars in thousands)	2014			2013

Balance at end of year	$	32,673		$	81,578
Average balance during the year		55,731			80,166
Maximum month-end balance		83,781			81,578
Weighted-average rate during the year		0.52	%		0.71	%
Rate at December 31		0.35	%		0.65	%

Average balances in the table above were calculated using daily averages for the related accounts.

Term notes from the FHLB as of December 31 were as follows:


(Dollars in thousands)	2014		2013
Fixed interest rate notes, originating between April 2002 and December 2007, due between July 2016 and April 2022, interest of between 4.50% and 5.90% payable monthly	$	4,618	$	5,759

Amortizing fixed interest rate note, originating February 2007, due February 2022, payable in monthly installments of $5 , including interest of 5.22%		840		860

	$	5,458	$	6,619

Subordinated Debt

In March 2007 the Company completed the private placement of $4 million Floating Rate, Trust Preferred Securities through its MVB Financial Statutory Trust I subsidiary (the “Trust”). The Company established the Trust for the sole purpose of issuing the Trust Preferred Securities pursuant to an Amended and Restated Declaration of Trust. The

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MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

proceeds from the sale of the Trust Preferred Securities will be loaned to the Company under subordinated Debentures (the “Debentures”) issued to the Trust pursuant to an Indenture. The Debentures are the only asset of the Trust. The Trust Preferred Securities have been issued to a pooling vehicle that will use the distributions on the Trust Preferred Securities to securitize note obligations. The securities issued by the Trust are includable for regulatory purposes as a component of the Company’s Tier I capital.

The Trust Preferred Securities and the Debentures mature in 2037 and have been redeemable by the Company since 2012. Interest payments are due in March, June, September and December and are adjusted at the interest due dates at a rate of 1.62% over the three month LIBOR Rate . The obligations of the Company with respect to the issuance of the trust preferred securities constitute a full and unconditional guarantee by the Company of the Trust's obligations with respect to the trust preferred securities to the extent set forth in the related guarantees.

On June 30, 2014, MVB Financial Corp. (the “Company”) issued its Convertible Subordinated Promissory Notes Due 2024 (the “Notes”) to various investors in the aggregate principal amount of $29,400,000 . The Notes were issued in $100,000 increments per Note subject to a minimum investment of $1,000,000 . The Notes expire 10 years after the initial issuance date of the Notes (the “Maturity Date”).

Interest on the Notes accrues on the unpaid principal amount of each Note (paid quarterly in arrears on January 1, April 1, July 1 and October 1 of each year) which rate shall be dependent upon the principal invested in the Notes and the holder’s ownership of common stock in the Company. For investments of less than $3,000,000 in Notes, an ownership of Company common stock representing at least 30% of the principal of the Notes acquired, the interest rate on the Notes is 7% per annum. For investments of $3,000,000 or greater in Notes and ownership of the Company’s common stock representing at least 30% of the principal of the Notes acquired, the interest rate on the Notes is 7.5% per annum. For investments of $10,000,000 or greater, the interest rate on the Notes is 7% per annum, regardless of whether the holder owns or acquires MVB common stock. The principal on the Notes shall be paid in full at the Maturity Date. On the fifth anniversary of the issuance of the Notes, a holder may elect to continue to receive the stated fixed rate on the Notes or a floating rate determined by LIBOR plus 5% up to a maximum rate of 9% , adjusted quarterly.

The Notes are unsecured and subject to the terms and conditions of any senior debt and after consultation with the Board of Governors of the Federal Reserve System, the Company may, after the Notes have been outstanding for five years, and without premium or penalty, prepay all or a portion of the unpaid principal amount of any Note together with the unpaid interest accrued on such portion of the principal amount of such Note. All such prepayments shall be made pro rata among the holders of all outstanding Notes.

At the election of a holder, any or all of the Notes may be converted into shares of common stock during the 30 -day period after the first, second, third, fourth, and fifth anniversaries of the issuance of the Notes or upon a notice to prepay by the Company. The Notes will convert into common stock based on $32 per share of the Company’s common stock. The conversion price will be subject to anti-dilution adjustments for certain events such as stock splits, reclassifications, non-cash distributions, extraordinary cash dividends, pro rata repurchases of common stock, and business combination transactions. The Company must give 20 days’ notice to the holders of the Company’s intent to prepay the Notes, so that holders may execute the conversion right set forth above if a holder so desires.

Repayment of the Notes is subordinated to the Company’s outstanding senior debt including (if any) without limitation, senior secured loans. No payment will be made by the Company, directly or indirectly, on the Notes, unless and until all of the senior debt then due has been paid in full. Notwithstanding the foregoing, so long as there exists no event of default under any senior debt, the Company would make, and a holder would receive and retain for the holder’s account, regularly scheduled payments of accrued interest and principal pursuant to the terms of the Notes.

The Company must obtain a consent of the holders of the Notes prior to issuing any new senior debt in excess of $15,000,000 after the date of issuance of the Notes and prior to the Maturity Date.

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MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

An event of default will occur upon the Company’s bankruptcy or any failure to pay interest, principal, or other amounts owing on the Notes when due. Upon the occurrence and during the continuance of an event of default (but subject to the subordination provisions of the Notes) the holders of a majority of the outstanding principal amount of the Notes may declare all or any portion of the outstanding principal amount of the Notes due and payable and demand immediate payment of such amount.

The Notes are redeemable, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed on any interest payment date after a date five years from the original issue date.

The Company reflects subordinated debt in the amount of $33. 5 million and $4.1 million as of December 31, 2014 and December 31, 2013 and interest expense of $ 1.1 million and $79 for the years ended December 31, 2014 and 2013.

A summary of maturities of borrowings and subordinated debt over the next five years is as follows:

(dollars in thousands)



Year	Amount
2015		95,998
2016		1,246
2017		1,470
2018		81
2019		85
Thereafter		35,931
	$	134,811

NOTE 7. COMMITMENTS AND CONTINGENT LIABILITIES

Commitments

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the statements of financial condition.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount and type of collateral obtained, if deemed necessary by the Company upon extension of credit, varies and is based on management’s credit evaluation of the customer.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Standby letters of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. The credit risk involved in issuing letters of credit is essentially the same as that involved

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MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

in extending loans to customers. The Company’s policy for obtaining collateral, and the nature of such collateral, is essentially the same as that involved in making commitments to extend credit.

Total contractual amounts of the commitments as of December 31 were as follows:


(in thousands)	2014		2013

Available on lines of credit	$	142,209	$	89,956
Stand-by letters of credit		4,748		680
Other loan commitments		993		1,681
	$	147,950	$	92,317

Concentration of Credit Risk

The Company grants a majority of its commercial, financial, agricultural, real estate and installment loans to customers throughout the Marion, Harrison, Monongalia, Kanawha, Jefferson and Berkeley County areas of West Virginia as well as the Northern Virginia area and adjacent counties. Collateral for loans is primarily residential and commercial real estate, personal property, and business equipment. The Company evaluates the credit worthiness of each of its customers on a case-by-case basis, and the amount of collateral it obtains is based upon management’s credit evaluation.

Regulatory

Beginning in 201 3 , the Company is required to maintain certain reserve balances on hand in accordance with the Federal Reserve Board requirements. The average balance maintained in accordance with such requiremen ts was $16,768 and $7,986 on December 31, 2014 and 2013, respectively .

Contingent Liability

The subsidiary bank is involved in various legal actions arising in the ordinary course of business. In the opinion of management and counsel, the outcome of these matters will not have a significant adverse effect on the consolidated financial statements.

NOTE 8. INCOME TAXES

The amount reflected as income taxes represents federal and state income taxes on financial statement income. Certain items of income and expense, primarily the provision for possible loan losses, allowance for losses on foreclosed assets held for resale, depreciation, and accretion of discounts on investment securities are reported in different accounting periods for income tax purposes.

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MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

The provisions for income taxes for the years ended December 31, were as follows:


(in thousands)	2014		2013
Current:
Federal	$	862	$	216
State		124		273
	$	986	$	489

Deferred expense (benefit)
Federal	$	(1,017)	$	464
State		(65)		30
		(1,082)		494
Income tax expense (benefit)	$	(96)	$	983

Following is a reconciliation of income taxes at federal statutory rates to recorded income taxes for the year ended December 31:


	2014				2013
(Dollars in thousands)	Amount		%		Amount		%

Tax at Federal tax rate	$	674	34	%	$	1,701	34	%
Tax effect of:
State income tax		50	2.5	%		125	2.5	%
Tax exempt earnings		(820)	(41.3)	%		(839)	(16.8)	%
Other		—	0	%		(4)	0	%
	$	(96)	(4.8)	%	$	983	19.7	%

Deferred tax assets and liabilities are the result of timing differences in recognition of revenue and expense for income tax and financial statement purposes.

Deferred income tax assets and (liabilities) were comprised of the following at December 31 (in thousands):


	2014		2013

Allowance for loan losses	$	2,292	$	1,263
Minimum pension liability		1,491		990
Unrealized gain on securities available-for-sale		271		984
Gross deferred tax assets		4,054		3,237

Depreciation		(705)		(747)
Pension		(10)		(22)
Goodwill		(446)		(446)
Gross deferred tax liabilities		(1,161)		(1,215)

Net deferred tax asset	$	2,893	$	2,022

No deferred income tax valuation allowance is provided since it is more likely than not that realization of the deferred income tax asset will occur in future years.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

The Company prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. There is currently no liability for uncertain tax positions and no known unrecognized tax benefits. With limited exception, the Company’s federal and state income tax returns for taxable years through 2009 have been closed for purposes of examination by the federal and state taxing jurisdictions.

NOTE 9. RELATED PARTY TRANSACTIONS

The Company has granted loans to officers and directors of the Company and to their associates. Related party loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated parties and do not involve more than normal risk of collectability. Set forth below is a summary of the related loan activity.


	Balance at								Balance
	Beginning								at end
(in thousands)	of Year		Borrowings		Retirement		Repayments		of Year

December 31, 2014	$	18,090	$	4,834	$	(514)	$	(1,782)	$	20,628

December 31, 2013	$	23,571	$	3,090	$	(7,723)	$	(848)	$	18,090

The Company held related party deposits of $ 6 .9 million and $ 4 .6 million at December 31, 2014 and December 31, 201 3 , respectively.

The Company held related party repurchase agreements of $ 0 and $ 1 .5 million at December 31, 2014 and December 31, 201 3 , respectively.

NOTE 10. PENSION PLAN

The Company participates in a trusteed pension plan known as the Allegheny Group Retirement Plan covering virtually all full-time employees. Benefits are based on years of service and the employee's compensation. Accruals under the Plan were frozen as of May 31, 2014. Freezing the plan resulted in a re-measurement of the pension obligations and plan assets as of the freeze date. The pension obligation was re-measured using the discount rate based on the Citigroup Above Median Pension Discount Curve in effect on May 31, 2014 of 4.46% .

The plan freeze lowered the pension cost in 2014 by $347 versus 2013.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

Information pertaining to the activity in the Company’s defined benefit plan, using the latest available actuarial valuations with a measurement date of December 31, 2014 and 2013 is as follows:


(in thousands)	2014		2013
Change in benefit obligation
Benefit obligation at beginning of year	$	6,492	$	5,798
Service cost		346		651
Interest cost		306		247
Actuarial loss		2,194		(65)
Assumption changes		1,270		—
Curtailment impact		(2,299)		—
Benefits paid		(136)		(139)
Benefit obligation at end of year	$	8,173	$	6,492

Change in plan assets:
Fair value of plan assets at beginning of year	$	4,071	$	3,366
Actual return on plan assets		96		435
Employer contribution		440		409
Benefits paid		(136)		(139)
Fair value of plan assets at end of year	$	4,471	$	4,071

Funded status	$	(3,702)	$	(2,421)
Unrecognized net actuarial loss		3,727		2,475
Unrecognized prior service cost		—		—
Prepaid pension cost recognized	$	25	$	54

Accumulated benefit obligation	$	8,173	$	4,983

At December 31, 2014 and 2013 , the weighted average assumptions used to determine the benefit obligation are as follows:


	2014		2013
Discount rate	3.90	%	4.86	%
Rate of compensation increase	n/a	%	3.00	%

The components of net periodic pension cost are as follows (in thousands):


Service cost	$	346	$	651
Interest cost		306		247
Expected return on plan assets		(319)		(271)
Amortization of prior service costs		—		2
Amortization of loss		136		186
Net periodic pension cost	$	469	$	815

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

For the years December 31, 2014 and 2013 , the weighted average assumptions used to determine net periodic pension cost are as follows:


	2014		2013
Discount rate	4.86	%	4.31	%
Expected long-term rate of return on plan assets	7.50	%	7.46	%
Rate of compensation increase	n/a	%	3.00	%

The Company’s pension plan asset allocations at December 31, 2014 and 2013 , as well as target allocations for 2015 are as follows:


	12/31/2014		12/31/2013
Plan Assets
Cash	9	%	7	%
Fixed income	27	%	28	%
Alternative investments	15	%	12	%
Domestic equities	32	%	33	%
Foreign equities	16	%	17	%
Real estate inv. trusts (REITs)	1	%	3	%
Total	100	%	100	%

The estimated net loss (gain) for the plan that are expected to be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year is $ 257 .

The following table sets forth by level, within the fair value hierarchy, as defined in Note 18 - Fair Value Measurements, the Plan’s assets at fair value as of December 31, 2014 .


(in thousands)	Level I		Level II		Level III		Total
Assets:
Cash	$	402	$	—		—		402
Fixed income		1,207		—		—		1,207
Alternative investments		—		671		—		671
Domestic equities		1,431		—		—		1,431
Foreign equities		715		—		—		715
Real estate inv. Trusts		45		—		—		45

Total assets at fair value	$	3,800	$	671	$	—	$	4,471

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

The fair value of MVB’s pension plan assets at December 31, 2013 by asset class are as follows:

The following table sets forth by level, within the fair value hierarchy, as defined in Note 18 - Fair Value Measurements, the Plan’s assets at fair value as of December 31, 2013 .


(in thousands)	Level I		Level II		Level III		Total
Assets:
Cash	$	285	$	—		—		285
Fixed income		1,140		—		—		1,140
Alternative investments		—		489		—		489
Domestic equities		1,343		—		—		1,343
Foreign equities		692		—		—		692
Real estate inv. Trusts		122		—		—		122

Total assets at fair value	$	3,582	$	489	$	—	$	4,071

Investment in government securities and short-term investments are valued at the closing price reported on the active market on which the individual securities are traded. Alternative investments and investment in debt securities are valued at quoted prices which are available but traded less frequently, and items that are fair valued using other financial instruments, the parameters of which can be directly observed. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Below we show the best estimate of the plan contribution for next fiscal year. We also show the benefits expected to be paid in each of the next five fiscal years, and in the aggregate for the five fiscal years thereafter.


(in thousands)	Cash Flow

Contributions for the period of 01/01/15 through 12/31/15	$	338
Estimated future benefit payments reflecting expected future service

2015	$	221
2016	$	229
2017	$	252
2018	$	258
2019	$	277
2020 through 2024	$	1,718

NOTE 11. INTANGIBLE ASSETS

On October 7, 2005, the Company purchased a full service office in the Charles Town area of Jefferson County West Virginia. This office held assets of $1.8 million and total deposits of $17.1 million. As a result of this transaction, the Company recorded intangible assets of $897 goodwill and $128 in core deposit intangibles . The core deposit intangibles

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

have been amortized using the double-declining balance method over 10 years. As of December 31, 2014, $127 has been amortized and $1 remains to be amortized over the next year. Goodwill is evaluated for impairment on October 1st each year by the Company. In December 2012 the Company purchased Potomac Mortgage Group (PMG), a mortgage company in Northern Virginia. As a result of this transaction, MVB Mortgage recorded $16.9 million in goodwill. This goodwill will be evaluated for impairment on an annual basis each December.

NOTE 12. STOCK OFFERING

On June 30, 2014, the Company filed Certificates of Designations for its Convertible Noncumulative Perpetual Preferred Stock, Series B (“Class B Preferred”) and its Convertible Noncumulative Perpetual Preferred Stock, Series C (“Class C Preferred”). The Class B Preferred Certificate designated 400 shares of preferred stock as Class B Preferred shares. The Class B Preferred shares carry an annual dividend rate of 6% and are convertible into shares of Company common stock within thirty days after the first, second, third, fourth and fifth anniversaries of the original issue date, based on a common stock price of - per share, as adjusted for future corporate activities. The Class B Preferred shares are redeemable by the Company on or after the fifth anniversary of the original issue date for Liquidation Amount, as defined therein, plus declared and unpaid dividends. Redemption is subject to any necessary regulatory approvals. In the event of liquidation of the Company, shares of Class B Preferred stock shall be junior to creditors of the Company and to the shares of Senior Noncumulative Perpetual Preferred Stock, Series A. Holders of Class B Preferred shares shall have no voting rights, except for authorization of senior shares of stock, amendment to the Class B Preferred shares, share exchanges, reclassifications or changes of control, or as required by law.

The Class C Preferred Certificate designated 383.4 shares of preferred stock as Class C Preferred shares. The Class C Preferred shares carry an annual dividend rate of 6.5% and are convertible into shares of Company common stock within thirty days after the first, second, third, fourth and fifth anniversaries of the original issue date, based on a common stock price of $16 per share, as adjusted for future corporate activities. The Class C Preferred shares are redeemable by the Company on or after the fifth anniversary of the original issue date for Liquidation Amount, as defined therein, plus declared and unpaid dividends. Redemption is subject to any necessary regulatory approvals. In the event of liquidation of the Company, shares of Class C Preferred stock shall be junior to creditors of the Company and to the shares of Senior Noncumulative Perpetual Preferred Stock, Series A and the Class B Preferred shares. Holders of Class C Preferred shares shall have no voting rights, except for authorization of senior shares of stock, amendment to the Class C Preferred shares, share exchanges, reclassifications or changes of control, or as required by law. The proceeds of these preferred stock offerings will be used to support continued growth of the Company and its Subsidiaries.

During 2013, the Company commenced a private offering under Rule 506 of Regulation D of its common stock to accredited investors. As of December 31, 2013, the Company had received subscriptions for 610,194 common stock shares totaling $9.8 million in additional capital. During the nine month period ended September 30, 2014, the Company received additional subscriptions for 361,865 common stock shares totaling $5.8 million in additional capital at September 30, 2014. The proceeds of this offering are also being used to support continued growth of the Company and its Subsidiaries.

During the first quarter of 2013, the Company completed a private offering to accredited investors which resulted in the issuance of 2,265,054 shares totaling $27.1 million in additional capital. The proceeds of this offering were used to support the acquisition of Potomac Mortgage Group, Inc. (which now does business as MVB Mortgage) as well as the continued growth of the Company.

On September 8, 2011 MVB received $8.5 million in Small Business Lending Fund (SBLF) capital. MVB issued 8,500 shares of $1,000 per share preferred stock with dividends payable in arrears on January 1, April 1, July 1 and October 1 each year. MVB's loan production qualified for the lowest dividend rate possible of 1% . MVB may continue to utilize the SBLF capital through March 8, 2016 at the 1% dividend rate. After that time, if the SBLF is not retired, the dividend rate increases to 9% .

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

NOTE 13. STOCK OPTIONS

The MVB Financial Corp. Incentive Stock Plan (‘the Plan”) provides for the issuance of stock options to selected employees. Under the provisions of the plan, the option price per share shall not be less than the fair market value of the common stock on the date of the grant. For options granted in 2005 the vesting period has been accelerated to fully vest at December 31, 2005. These options also expire 10 years from the date of the grant. Options granted in 2006, 2010, 2011, 2012 and 2013 vest in 5 years and expire 10 years from the date of the grant, with the exception of 22,000 shares granted in 2010 that vest in 3 years and expire 10 years from the date of the grant. As of December 31, 2014 , the Plan had $2.2 million shares authorized and $887,895 shares remaining available for issuance.

Total compensation expense recorded on stock opti ons during 2014 and 201 3 was $ 321 and $1 96 , respectively. Proceeds from stock options exercised were $63 an d $323 during 2014 and 2013 respectively

The following summarizes MVB’s stock options as of and for the year ended December 31, 2014 , and the changes for the year then ended:


		Weighted-
	Number	Average
	of	Exercise
	Shares	Price

Outstanding at beginning of year	1,091,410	$	11.20
Granted	288,495		15.99
Exercised	(6,400)		9.90
Forfeited/expired	(17,600)		11.66

Outstanding at end of year	1,355,905	$	12.2

Exercisable at end of year	543,870	$	9.6

Weighted-average fair value of options granted during 2014		$	3.05
Weighted-average fair value of options granted during 2013		$	1.71

The intrinsic value of options exercised during 201 4 and 2013 was $ 37 and 413

The fair value for the options was estimated at the date of grant using a Black-Scholes option-pricing model with average risk-free interest rates of 2.65 % and 2.08 % for 201 4 and 201 3 and a weighted average expected life of the options of 7 years for both 201 4 and 201 3 . The expected volatility of MVB’s stock price used for 201 4 options was 10.23 % , while for the 201 3 options it was 6.70 % . The expected dividend yield used was 50% for both 201 4 and 201 3 .

The following summarizes information related to the total outstanding and exercisable options at December 31, 2014 :

Options Outstanding

Options Exercisable

Weighted-

Average

Total

Exercise

Intrinsic

Remaining

Total

Exercise

Intrinsic

Remaining

Options

Price

Value

Life

Options

Price

Value

Life

1,355,905

12.2

3,771,104

6.73

543,870

9.6

2,949,958

4.24

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

NOTE 14. REGULATORY CAPITAL REQUIREMENTS

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Company’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios of Total and Tier I capital to risk-weighted assets, and of Tier I capital to average assets, as defined. As of December 31, 2014 and 2013 , the Company meets all capital adequacy requirements to which it is subject.

The most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the table below. Both the Company’s and the Bank’s actual capital amounts and ratios are presented in the table below.


									MINIMUM
					MINIMUM				FOR CAPITAL
					TO BE WELL				ADEQUACY
	ACTUAL				CAPITALIZED				PURPOSES
(Dollars in thousands)	AMOUNT		RATIO		AMOUNT		RATIO		AMOUNT		RATIO

As of December 31, 2014
Total Capital (to risk-weighted assets)
Consolidated	$	133,780	16.4	%		N/A	N/A		$	65,249	8.0	%
Subsidiary Bank	$	124,725	15.4	%	$	81,125	10.0	%	$	64,900	8.0	%

Tier I Capital (to risk-weighted assets)
Consolidated	$	98,158	12.0	%		N/A	N/A		$	32,625	4.0	%
Subsidiary Bank	$	118,503	14.6	%	$	48,675	6.0	%	$	32,450	4.0	%

Tier I Capital (to average assets)
Consolidated	$	98,158	9.0	%		N/A	N/A		$	41,480	4.0	%
Subsidiary Bank	$	118,503	10.8	%	$	54,682	5.0	%	$	43,746	4.0	%

As of December 31, 2013
Total Capital (to risk-weighted assets)
Consolidated	$	84,361	12.9	%		N/A	N/A		$	52,175	8.0	%
Subsidiary Bank	$	86,028	13.2	%	$	65,262	10.0	%	$	52,209	8.0	%

Tier I Capital (to risk-weighted assets)
Consolidated	$	79,342	12.2	%		N/A	N/A		$	26,087	4.0	%
Subsidiary Bank	$	81,009	12.4	%	$	39,157	6.0	%	$	26,105	4.0	%

Tier I Capital (to average assets)
Consolidated	$	79,342	8.9	%		N/A	N/A		$	35,840	4.0	%
Subsidiary Bank	$	81,009	9.0	%	$	44,800	5.0	%	$	35,840	4.0	%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

NOTE 15. REGULATORY RESTRICTION ON DIVIDEND

The approval of the regulatory agencies is required if the total of all dividends declared by the Bank in any calendar year exceeds the Bank’s net profits, as defined, for that year combined with its retained net profits for the preceding two calendar years.

NOTE 16. LEASES

The Company leases land and building space for the operation of some banking offices. All such leases qualify as operating leases. Following is a schedule by year of future minimum lease payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2014 :


	(in thousands)
Years ended December 31:
2015	$	1,770
2016		1,666
2017		992
2018		674
2019		244
Thereafter		590
Total minimum payments required:	$	5,936

Total rent expense for the years ended December 31, 2014 and 2013 was $1, 703 and $ 1,034 , respectively.

NOTE 17. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following summarizes the methods and significant assumptions used by the Company in estimating its fair value disclosures for financial instruments.

Level I: Quoted prices are available in active markets for identical assets or liabilities as of the reported date.

Level II: Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities include items for which quoted prices are available but traded less frequently, and items that are fair valued using other financial instruments, the parameters of which can be directly observed.

Level III: Assets and liabilities that have little to no pricing observability as of the reported date. These items do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment or estimation.

Estimated fair values have been determined by the Company using historical data, as generally provided in the Company’s regulatory reports, and an estimation methodology suitable for each category of financial instruments. The Company’s fair value estimates, methods and assumptions are set forth below for the Company’s other financial instruments .

Cash and cash equivalents: The carrying amounts for cash and cash equivalents approximate fair value because they have original maturities of 90 days or less and do not present unanticipated credit concerns.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

Certificates of deposits: The fair values for loans are computed based on scheduled future cash flows of principal and interest, discounted at interest rates currently offered for loans with similar terms of borrowers of similar credit quality. No prepayments of principal are assumed.

Securities: F air values of securities are based on quoted market prices, where available. If quoted market prices are not available, estimated fair values are based on quoted market prices of comparable securities.

Loans held for sale: Loans held for sale are reported at fair value. These loans currently consist of one-to-four-family residential loans originated for sale in the secondary market. Fair value is based on committed market rates or the price secondary markets are currently offering for similar loans using observable market data. (Level II)

Loans: The fair values for loans are computed based on scheduled future cash flows of principal and interest, discounted at interest rates currently offered for loans with similar terms of borrowers of similar credit quality. No prepayments of principal are assumed.

Mortgage servicing rights: The carrying value of mortgage servicing rights approximates their fair value.

Interest rate lock commitment : For mortgage interest rate locks, the fair value is based on either (i) the price of the underlying loans obtained from an investor for loans that will be delivered on a best efforts basis or (ii) the observable price for individual loans traded in the secondary market for loans that will be delivered on a mandatory basis or (iii) less expected costs to deliver the interest rate locks, any expected “pull through rate” is applied to this calculation to estimate the derivative value.

Interest rate cap: The fair value of the interest rate cap is determined at the end of each quarter by determining through Bloomberg Finance the current price of the same cap for each quarter end.

Accrued interest receivable and payable and repurchase agreements: The carrying values of accrued interest receivable and payable approximate their fair values.

Deposits: The fair values of demand deposits (i.e., non-interest bearing checking, NOW and money market), savings accounts and other variable rate deposits approximate their carrying values. Fair values of fixed maturity deposits are estimated using a discounted cash flow methodology at rates currently offered for deposits with similar remaining maturities. Any intangible value of long-term relationships with depositors is not considered in estimating the fair values disclosed.

Forward Sales Commitments: Forward sales commitments are used to mitigate interest rate risk for residential mortgage loans held for sale and interest rate locks and manage expected funding percentages. These instruments are considered derivatives and are recorded at fair value, based on (i) committed sales prices from investors for commitments to sell mortgage loans or (ii) observable market data inputs for commitments to sell mortgage backed securities.

FHLB and other borrowings: The fair values for loans are computed based on scheduled future cash flows of principal and interest, discounted at interest rates currently offered for loans with similar terms of borrowers of similar credit quality. No prepayments of principal are assumed.

Subordinated debt: The fair values for loans are computed based on scheduled future cash flows of principal and interest, discounted at interest rates currently offered for loans with similar terms of borrowers of similar credit quality. No prepayments of principal are assumed.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

Off-balance sheet instruments: The fair values of commitments to extend credit and standby letters of credit are estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of agreements and the present credit standing of the counterparties. The amounts of fees currently charged on commitments and standby letters of credit are deemed insignificant, and therefore, the estimated fair values and carrying values are not shown.

The carrying values and estimated fair values of the Company’s financial instruments are summarized as follows (in thousands):

Fair Value Measurements at


					Quoted
					Prices
					in Active		Significant
					Markets for		Other		Significant
			Estimated		Identical		Observable		Unobservable
	Carrying		Fair		Assets		Inputs		Inputs
December 31, 2014	Value		Value		(Level 1)		(Level 2)		(Level 3)
Financial assets:
Cash and cash equivalents	$	30,077	$	30,077	$	30,077	$	—	$	—
Certificates of deposits with other banks		11,907		12,035		—		12,035		—
Securities available-for-sale		68,213		68,213		77		68,136
Securities held-to-maturity		54,538		55,871		—		55,871		—
Loans held for sale		69,527		69,527				69,527
Loans, net		792,074		803,036		—		—		803,036
Mortgage servicing rights		1,423		1,423						1,423
Interest rate lock commitment		1,020		1,020		—		—		1,020
Interest rate cap		1,423		1,423		—		1,423		—
Accrued interest receivable		2,387		2,387		—		728		1,659

Financial liabilities:
Deposits	$	823,227	$	824,078	$	—	$	824,078	$	—
Repurchase agreements		32,673		32,673		—		32,673		—
FHLB and other borrowings		101,287		101,338		—		101,338		—
Forward sales commitments		431		431		—		431		—
Accrued interest payable		376		376		—		376		—
Subordinated debt		33,524		31,172		—		31,172		—

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014


December 31, 2013
Financial assets:
Cash and cash equivalents	$	39,843	$	39,843	$	39,843	$	—	$	—
Certificates of deposits		9,427		9,616		—		9,616		—
Securities available-for-sale		106,411		106,411		187		106,224		—
Securities held-to-maturity		56,670		54,118		—		54,118		—
Loans held for sale		90,061		90,061		—		90,061		—
Loans, net		617,370		620,295		—		—		620,295
Mortgage servicing rights		1,417		1,417		—		—		1,417
Interest rate lock commitment		1,081		1,081		—		—		1,081
Forward sales commitments		316		316		—		316		—
Accrued interest receivable		2,764		2,764		—		2,764		—

Financial liabilities:
Deposits	$	695,811	$	697,301	$	—	$	697,301	$	—
Repurchase agreements		81,578		81,578		—		81,578		—
FHLB and other borrowings		104,647		104,742		—		104,742		—
Accrued interest payable		327		327		—		327		—
Subordinated debt		4,124		4,124		—		4,124		—

Fair value estimates are made at a specific point in time, based on relevant market information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Fair value estimates are based on existing on-and-off balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments.

NOTE 18. FAIR VALUE MEASUREMENTS

Accounting standards require that the Company adopt fair value measurement for financial assets and financial liabilities. This enhanced guidance for using fair value to measure assets and liabilities applies whenever other standards require or permit assets or liabilities to be measured at fair value. This guidance does not expand the use of fair value in any new circumstances.

Accounting standards establish a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring assets and liabilities at fair value. The three broad levels defined by these standards are as follows:

Level I: Quoted prices are available in active markets for identical assets or liabilities as of the reported date.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

Assets Measured on a Recurring Basis

As required by accounting standards, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company classified investments in government securities as Level 2 instruments and valued them using the market approach. The following measurements are made on a recurri ng basis .

Available- for - sale investment securities - Available-for-sale investment securities are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security's credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities issued by government sponsored entities and private label entities, municipal bonds and corporate debt securities. There have been no changes in valuation techniques for the year ended December 31, 2014 . Valuation techniques are consistent with techniques used in prior periods.

Loans held for sale — Loans held for sale are carried at fair value. These loans currently consist of one-to-four-family residential loans originated for sale in the secondary market. Fair value is based on the committed market rates or the price secondary markets are currently offering for similar loans using observable market data.

Interest rate lock commitment - For mortgage interest rate locks, the fair value is based on either (i) the price of the underlying loans obtained from an investor for loans that will be delivered on a best efforts basis or (ii) the observable price for individual loans traded in the secondary market for loans that will be delivered on a mandatory basis or (iii) less expected costs to deliver the interest rate locks, any expected “pull through rate” is applied to this calculation to estimate the derivative value.

Interest rate cap - The fair value of the interest rate cap is determined at the end of each quarter by determining through Bloomberg Finance the current price of the same cap for each quarter end.

Forward sales commitments – Forward sales commitments are considered derivatives and are recorded at fair value, based on (i) committed sales prices from investors for commitments to sell mortgage loans or (ii) observable market data inputs for commitments to sell mortgage backed securities. For mortgage interest rate locks, the fair value is based on either (i) the price of the underlying loans obtained from an investor for loans that will be delivered on a best efforts basis or (ii) the observable price for individual loans traded in the secondary market for loans that will be delivered on a mandatory basis or (iii) less the cost to originate loans and applied pull through rate.

The following tables present the assets reported on the consolidated statements of financial condition at their fair value on a recurring basis as of December 31, 2014 and 2013 by level within the fair value hierarchy. Financial assets and

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.


	December 31, 2014
(in thousands)	Level I			Level II		Level III	Total

U.S. Agency Securities	$	—	$	37,534	$	—	$	37,534
U.S. Sponsored Mortgage backed Securities		—		29,932		—		29,932
Equity and Other Securities		77		670		—		747
Loans held for sale		—		69,527		—		69,527
Interest rate lock commitment		—		—		1,020		1,020
Interest rate cap		—		1,423		—		1,423
Forward sales commitments		—		(431)		—		(431)


		December 31, 2013
(in thousands)		Level I		Level II		Level III		Total

U.S. Agency Securities	$	—	$	58,822	$	—	$	58,822
U.S. Sponsored Mortgage backed Securities		—		46,592		—		46,592
Equity and Other Securities		187		810		—		997
Loans held for sale		—		90,061		—		90,061
Interest rate lock commitment		—		—		1,081		1,081
Forward sales commitments		—		316		—		316

Assets Measured on a Non recurring Basis

The Company may be required, from time to time, to measure certain financial assets, financial liabilities, non-financial assets and non-financial liabilities at fair value on a nonrecurring basis in accordance with U.S. generally accepted accounting principles. These include assets that are measured at the lower of cost or market value that were recognized at fair value below cost at the end of the period. Certain non-financial assets measured at fair value on a non-recurring basis include foreclosed assets (upon initial recognition or subsequent impairment), non-financial assets and non-financial liabilities measured at fair value in the second step of a goodwill impairment test, and intangible assets and other non-financial long-lived assets measured at fair value for impairment assessment. Non-financial assets measured at fair value on a non recurring basis during 201 4 and 201 3 include certain foreclosed assets which, upon initial recognition, were remeasured and reported at fair value through a charge-off to the allowance for possible loan losses and certain foreclosed assets which, subsequent to their initial recognition, were remeasured at fair value through a write-down included in other non-interest expense.

Impaired Loans - Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment using one of several methods, including collateral value, liquidation value and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. Collateral values are estimated using Level 2 inputs based on observable market data or Level 3 inputs based on customized discounting criteria. For a majority of impaired real estate related loans, the Company obtains a current external

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

appraisal. Other valuation techniques are used as well, including internal valuations, comparable property analysis and contractual sales information.

Other Real Estate owned — Other real estate owned, which is obtained through the Bank’s foreclosure process is valued utilizing the appraised collateral value. Collateral values are estimated using Level 2 inputs based on observable market data or Level 3 inputs based on customized discounting criteria. At the time, the foreclosure is completed, the Company obtains a current external appraisal.

Mortgage Servicing Rights – Mortgage servicing rights (“MSRs”) do not trade in an active, open market with readily observable prices. While sales of MSRs do occur, the precise terms and conditions typically are not readily available.

Assets measured at fair value on a nonrecurring basis as of December 31, 2014 and 2013 are included in the table below (in thousands) :


	December 31, 2014
	Level I		Level II		Level III		Total

Impaired loans	$	—	$	—	$	14,091	$	14,091
Other real estate owned		—		—		575		575
Mortgage servicing rights		—		—		1,423		1,423


	December 31, 2013
	Level I		Level II		Level III		Total

Impaired loans	$	—	$	—	$	5,178	$	5,178
Other real estate owned		—		—		375		375
Mortgage servicing rights		—		—		1,417		1,417

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

The following tables presents quantitative information about the Level 3 significant unobservable inputs for assets and liabilities measured at fair value on a nonrecurring basis at December 31, 2014 and 2013 .


	Quantitative Information about Level 3 Fair Value Measurements
(Dollars in thousands)			Valuation	Unobservable
December 31, 2014	Fair Value		Technique	Input	Range

Impaired loans	$	14,091	Appraisal of collateral (1)	Appraisal adjustments (2)	20% - 30%
				Liquidation expense (2)	5% - 10%

Other real estate owned	$	575	Appraisal of collateral (1)	Appraisal adjustments (2)	20% - 30%
				Liquidation expense (2)	5% - 10%

Mortgage servicing rights	$	1,423	Discounted cash flows	Constant prepayment rate	12%
				Cost of service	0.25%
				Discount rate	12%


	Quantitative Information about Level 3 Fair Value Measurements
(Dollars in thousands)			Valuation	Unobservable
December 31, 2013	Fair Value		Technique	Input	Range

Impaired loans	$	5,178	Appraisal of collateral (1)	Appraisal adjustments (2)	20% - 30%
				Liquidation expense (2)	5% - 10%

Other real estate owned	$	375	Appraisal of collateral (1)	Appraisal adjustments (2)	20% - 30%
				Liquidation expense (2)	5% - 10%

Mortgage servicing rights	$	1,417	Discounted cash flows	Constant prepayment rate	12%
				Cost of service	0.25%
				Discount rate	12%

(1)

Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various level 3 inputs which are not identifiable.

(2)

Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

NOTE 19. COMPREHENSIVE INCOME

The following tables present the components of accumulated other comprehensive income (“AOCI”) for the year ended December 31, 2014 (in thousands):


	2014		2013
	Amount		Amount
	Reclassified		Reclassified		Affected line item in the Statement where net
Details about AOCI Components	from AOCI		from AOCI		income is presented

Available-for-sale securities
Unrealized holding gains	$	413	$	145	Gain on sale of securities
		413		145	Total before tax
		(165)		(58)	Income tax expense
		248		87	Net of tax
Defined benefit pension plan items
Change in defined benefit pension plan		(208)		188	Salaries and benefits
		(208)		188	Total before tax
		83		(75)	Income tax expense
		(125)		113	Net of tax

Total reclassifications	$	123	$	200


	Unrealized
	gains (losses)
	on available-		Defined benefit
	for-sale		pension plan
(in thousands)	securities		items		Total

Balance at January 1, 2014	$	(1,476)	$	(1,485)	$	(2,961)
Other comprehensive loss before reclassification		822		(626)		196
Amounts reclassified from AOCI		248		(125)		123
Net current period OCI		1,070		(751)		319
Balance at December 31, 2014	$	(406)	$	(2,236)	$	(2,642)

Balance at January 1, 2013	$	240	$	(1,735)	$	(1,495)
Other comprehensive loss before reclassification		(1,803)		137		(1,666)
Amounts reclassified from AOCI		87		113		200
Net current period OCI		(1,716)		250		(1,466)
Balance at December 31, 2013	$	(1,476)	$	(1,485)	$	(2,961)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

NOTE 20. CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY

Information relative to the parent company’s condensed balance sheets at December 31, 2014 and 2013 , and the related condensed statements of income and cash flows for each of those years are presented below:


	December 31
(in thousands)	2014		2013
Condensed Balance Sheets
Assets
Cash	$	5,528	$	362
Investment in subsidiaries		135,633		97,164
Other assets		2,334		717
Total assets	$	143,495	$	98,243

Liabilities and stockholders’ equity
Other liabilities	$	533	$	97
Long-term debt		33,524		4,124
Total liabilities		34,057		4,221

Total stockholders’ equity		109,438		94,022
Total liabilities and stockholders’ equity	$	143,495	$	98,243


	Year ended December 31,
(in thousands)	2014		2013
Condensed Statements of Income
Income - dividends from bank subsidiary	$	3,112	$	2,666
Expenses - operating		2,972		499
Income before income taxes and undistributed earnings		140		2,167
Income tax (benefit)		(992)		(190)
Income after tax (benefit)		1,132		2,357
Equity in undistributed income earnings of subsidiaries		947		1,663
Net income	$	2,079	$	4,020

Preferred dividends	$	332	$	85
Net income available to common shareholders’	$	1,747	$	3,935
Other comprehensive income	$	319	$	(1,466)
Comprehensive income	$	2,398	$	2,554

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014



(in thousands)	2014		2013
Condensed Statements of Cash Flows
OPERATING ACTIVITIES
Net income	$	2,079	$	4,020
Equity in undistributed earnings of subsidiaries		(947)		(1,663)
Increase in other assets		(1,778)		(340)
Increase in other liabilities		436		57
Stock option expense		321		196

Net cash provided by operating activities		111		2,950

INVESTING ACTIVITIES
Investment in subsidiary		(37,042)		(26,469)

Net cash used in investing activities		(37,042)		(26,469)

FINANCING ACTIVITIES
Proceeds of stock offering		5,588		23,109
Dividend reinvestment plan		180		913
Proceeds from subordinated debt		29,400		—
Preferred stock issuance		7,834		—
Common stock options exercised		63		323
Cash dividends paid on common stock		(636)		(537)
Cash dividends paid on preferred stock		(332)		(85)

Net cash provided by financing activities		42,097		23,723

Increase in cash		5,166		204

Cash at beginning of period		362		158

Cash at end of period	$	5,528	$	362

NOTE 21. SEGMENT REPORTING

During 201 3 , the Company identified three reportable segments: commercial and retail banking; mortgage banking; and insurance services. Revenue from commercial and retail banking activities consists primarily of interest earned on loans and investment securities and service charges on deposit accounts.

Revenue from the mortgage banking activities is comprised of interest earned on loans and fees received as a result of the mortgage origination process. The mortgage banking service s are conducted by MVB Mortgage . Revenue from insurance services is comprised mainly of commissions on the sale of insurance products.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

Information about the reportable segments and reconciliation to the consolidated financial statements for the year s end December 3 1, 201 4 and 2013 are as follows:


	Commercial
	&
	Retail		Mortgage				Intercompany
(in thousands)	Banking		Banking		Insurance		Eliminations		Consolidated
Revenues:
Interest income	$	32,258	$	2,891	$	—	$	1,265	$	36,414
Gain on loans held for sale		900		18,691		—		(1,199)		18,392
Insurance income		—		—		3,523		—		3,523
Other income		4,930		325		—		(1,239)		4,016
Total operating income		38,088		21,907		3,523		(1,173)		62,345
Expenses:
Interest expense		7,366		1,635		—		(918)		8,083
Salaries and employee benefits		13,287		14,487		3,417		—		31,191
Provision for loan losses		2,582		—		—		—		2,582
Other expense		12,094		5,640		1,027		(255)		18,506
Total operating expenses		35,329		21,762		4,444		(1,173)		60,362
Income (loss) before income taxes		2,759		145		(921)		—		1,983
Income tax expense (benefit)		208		40		(344)		—		(96)
Net income (loss)		2,551		105		(577)		—		2,079
Preferred stock dividends		332		—		—		—		332
Net income (loss) available to common shareholders	$	2,219	$	105	$	(577)	$	—	$	1,747

Capital expenditures for the year ended December 31, 2014	$	9,112	$	333	$	353	$	—	$	9,798
Total assets as of December 31, 2014		1,189,746		101,791		4,031		(185,109)		1,110,459
Goodwill as of December 31, 2014		897		16,882		—		—		17,779

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014


	Commercial
	&
	Retail		Mortgage				Intercompany
(in thousands)	Banking		Banking		Insurance		Eliminations		Consolidated
Revenues:
Interest income	$	25,088	$	2,103	$	—	$	(231)	$	26,960
Gain on loans held for sale		2,853		19,042		—		(415)		21,480
Insurance income		—		—		1,722		—		1,722
Other income		3,843		1,400		—		—		5,243
Total operating income		31,784		22,545		1,722		(646)		55,405
Expenses:
Interest expense		5,014		1,181		—		(646)		5,549
Salaries and employee benefits		12,441		13,017		1,609		—		27,067
Provision for loan losses		2,260		—		—		—		2,260
Other expense		9,811		5,081		634		—		15,526
Total operating expenses		29,526		19,279		2,243		(646)		50,402
Income (loss) before income taxes		2,258		3,266		(521)		—		5,003
Income tax expense (benefit)		5		1,240		(262)		—		983
Net income (loss)		2,253		2,026		(259)		—		4,020
Preferred stock dividends		85		—		—		—		85
Net income (loss) available to common shareholders	$	2,168	$	2,026	$	(259)	$	—	$	3,935

Capital expenditures for the year ended December 31, 2013	$	5,613	$	489	$	399	$	—	$	6,501
Total assets as of December 31, 2013		1,021,097		92,290		3,012		(129,339)		987,060
Goodwill as of December 31, 2013		897		16,882		—		—		17,779

Commercial & Retail Banking

For the year ended December 31 , 2014, the Commercial & Re tail Banking segment earned $2. 2 million compared to $2.2 million in 2013. Net interest income increased by $4.8 million , mostly the result of average loan balances increasing by $219.7 million. Noninterest income decreased by $866 , largely the result of decreased income from portfolio loans held for sale of $1.9 million. This was the result of integrating the mortgage company in mid-2013, as the bank mortgage volume was transferred to the mortgage company. Noninterest expense increased by $3.1 million, mainly the result of the following: $846 increase in salaries expense, $733 increase in occupancy and equipment expense, $340 increase in data processing expense, $330 increase in FDIC expense, $274 increase in consulting expense and $230 increase in legal expense. L oan loss provision also in creased b y $322 as a result of loan growth.

Mortgage Banking

For the year ended Dec ember 31 , 2014, the Mortgage Banking segment earned $ 105 compared to earning $2.0 million in 2013 . N et interest income increased $334 , noni nterest income decreased by $1.4 million and nonin terest expense inc reased by $2.0 million. The $1.8 million earnings decrease is mainly due to a 17.1% decrease in origination volume, an increase in personnel expense of $1.5 million due to the addition of seven additional offices and employees to expand

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MVB FINANCIAL CORP. AND SUBSIDIARIES

December 31, 2014

the base of operations as the mortgage business becomes more focused on purchase loans and less on the refinance business and the impact of a refinement in accounting estimate of $706 related to interest rate lock commitments.

Insurance

For the year ended December 31, 2014, the In surance segment lost $5 77 compared to $259 in 2013. Noninterest income increased by $1.8 million and nonin terest expense increased by $2.2 million. Income tax benefit for 2014 increased by $ 82 .

NOTE 22. MERGERS AND ACQUISITIONS

On July 29, 2014 the Company and its subsidiary, the Bank, had entered into an Purchase and Assumption Agreement (“Agreement”), which was subsequently amended (“Agreement Amendment”) with CFG Community Bank (“CFG Bank”) and its parent, Capital Funding Bancorp, Inc., and affiliates, Capital Finance, LLC and Capital Funding, LLC. The Agreement and the Agreement Amendment, which were subsequently terminated, following the quarter close on October 31, 2014, by a Mutual Termination Agreement (“Mutual Termination Agreement”) among the parties.

The Agreement and Agreement Amendment provided that the Bank, subject to regulatory approvals, would purchase certain assets and assume certain liabilities of CFG Bank and its subsidiaries for $30 million in consideration, consisting of $26 million in cash and $4 million in shares of Company common stock, subject to certain adjustments; however, under the Mutual Termination Agreement, the Company, CFG Bank, Capital Funding Bancorp, Inc. and the other affiliates of CFG Bank have mutually agreed to terminate the Agreement and Agreement Amendment without any future obligation or liability between or among the parties under the Agreement or Agreement Amendment. The Bank and CFG Bank, as well as other CFG Bank affiliates, intend to continue a working relationship and may, from time to time, engage in loan transactions and, if applicable, servicing arrangements.

The following acquisition related costs are included in the consolidated statements of income for the periods indicated (in thousands):


	Year ended		Year ended
	December 31, 2014		December 31, 2013
Consulting	$	72	$	20
Advertising		4		2
Printing, stationery and supplies		9		1
Legal and accounting fees		111		210
Equipment depreciation and maintenance		26		—
Meals and Entertainment		11		2
Travel		77		53
Total	$	310	$	288

NOTE 23. STOCK SPLIT

Common shares outstanding at December 31, 2014 and 2013 , respectively, have been adjusted for the effect of a two for one stock split effected as a stock dividend paid on February 11, 2014

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DHG_LOGO (RGB)

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

MVB Financial Corp.

We have audited the accompanying consolidated balance sheet of MVB Financial Corp. and Subsidiaries (the Company) as of December 31, 2014, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the year ended December 31, 2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of MVB Financial Corp. and subsidiaries as of December 31, 2014, and the results of their operations and their cash flows for the year ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), MVB Financial Corp.’s internal controls over financial reporting as of December 31, 2014, based on criteria established in Internal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 16, 2015, expressed an unqualified opinion thereon.

/s/ Dixon Hughes Goodman LLP

Rockville, Maryland

March 16, 2015

DH305-LETTERHEAD_031011_FOR E LETTERHEAD_ROCKVILLE_BOTTOM.JPG

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DESCRIPTION: SNODGRASS_LOGO2_POS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

MVB Financial Corp.

We have audited the accompan ying consolidated balance sheet of MVB Financial Corp. and subsidiaries as of December 31, 2013 , and the related consolidated statements of income, comprehensive income, changes in stockholders’ equi ty, and cash flows for the year then ended. These consolidated financial statements are the responsibility of MVB Financial Corp.’s management. Our responsibility is to express an opinion on these financia l statements based on our audit .

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. MVB Financial Corp. is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of MVB Financial Corp.’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presenta tion. We believe that our audit provide s a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of MVB Financial Corp. and subsidiaries as of December 31, 2013 , and the results of their operations an d their cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

Wexford, Pennsylvania

March 27, 2014

S.R. Snodgrass, P.C. * 2100 Corporate Drive, Suite 400 * Wexford, Pennsylvania 15090-8399 * Phone: (724) 934-0344 * Facsimile: (724) 934-0345

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ITEM 9.CHANGES IN AND DISAGREEMENT S WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

No response required

ITEM 9 A.CONTROLS AND PROCEDURE S

Evaluation of Disclosure Controls and Procedures

The Company, under the supervision and with the participation of the Company’s management, including the Company’s President and Chief Executive Officer, along with the Company’s Chief Financial Officer (the Principal Financial Officer), has evaluated the effectiveness as of December 31, 2014 , of the design and operation of the Company’s disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, the Company’s President and Chief Executive Officer, along with the Company’s Principal Accounting Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2014 .

There have been no material changes in the Company’s internal control over financial reporting d uring the fourth quarter of 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a significant deficiency (as defined in Public Company Accounting Oversig ht Board Auditing Standard No. 5 ), or a combination of significant deficiencies, that results in there being more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by management or employees in the normal course of performing their assigned functions.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014 . Management’s assessment did not identify any material weaknesses in the Company’s internal control over financial reporting.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework in 1992. Because there were no material weaknesses discovered, management believes that, as of December 31, 2014 , the Company’s internal control over financial reporting was effective.

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Dixon Hughes Goodman LLP, an independent registered public accounting firm, has audited the consolidated financials statements included in this Annual Report and has issued a report on the effectiveness of our internal control over financial reporting, which report is included in “Item 9A – Controls and Procedures” of this report.

Changes in Internal C ontrol over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Date: March 16 , 2015		/s/ Larry F. Mazza
		Larry F. Mazza
		CEO

Date: March 16 , 2015

		/s/ Bret S. Price
		Bret S. Price
		Senior Vice President & CFO

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DHG_LOGO (RGB)

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

MVB Financial Corp.

We have audited MVB Financial Corp. and Subsidiaries (the Company’s) internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

In our opinion, MVB Financial Corp. and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of MVB Financial Corp. and Subsidiaries as of and for the year ended December 31, 2014, and our report dated March 16, 2015, expressed an unqualified opinion on those consolidated financial statements.

/s/ Dixon Hughes Goodman LLP

Rockville, Maryland

March 16, 2015

Table of Contents

ITEM 9 B.OTHER INFORMATION

No response required.

PART II I

ITEM 1 0.DIRECTORS, EXECUTIVE OFFICER S AND CORPORATE GOVERNANCE

Directors and Executive Officers of MVB include those persons identified under “Management Nominees t o the Board of MVB” on page 2 of MVB’s definitive Proxy Statement relating to MVB’s Annual Meeting of Shareholders for 2015 .

ITEM 1 1.EXECUTIVE COMPENSATION

See “Execut ive Compensation” on pages 10-11 of MVB’s definitive Proxy Statement relating to MVB’s Annual Meeting of Stockholders for 2015 .

MVB has adopted a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer and other executive officers and shall be deemed incorporated by reference.

ITEM 1 2. SECURITY OWNERSHIP OF CERTAIN BENEFICIA L OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

See “Principal Holders of Voting Securities” on page 13 of MVB’s definitive Proxy Statement relating to MVB’s Annual Meeting of Shareholders for 2015 which section is expressly incorporated by reference.

ITEM 1 3.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

MVB and the Bank have, and expect to continue to have, banking and other transactions in the ordinary course of business with its directors and officers and their affiliates, including members of their families or corporations, partnerships or other organizations in which officers or directors have a controlling interest, on substantially the same terms (including documentation, price, interest rates and collateral, repayment and amortization schedules and default provisions) as those prevailing at the time for comparable transactions with unrelated parties. All of these transactions were made on substantially the same terms (including interest rates, collateral and repayment terms on loans) as comparable transactions with non-affiliated persons. MVB’s management believes that these transactions did not involve more than the normal business risk of collection or include any unfavorable features.

Total loans outstanding from the Bank at December 31, 2014 to MVB and Bank officers and directors as a group and members of their immediate families and companies in which they had an ownership interest of 10% or more was $18.1 million or 19.2% of total equity capital and 2.9% of total loans. These loans do not involve more than the normal risk of collectability or present other unfavorable features.

ITEM 1 4. PRINCIPAL ACCOUNTANT FEE S AND SERVICES

See “Rati fication of Auditors” on page 15 of MVB’s definitive Proxy Statement relating to MVB’s Annual Meeting of Shareholders for 2015 .

Table of Contents

PART I V

ITEM 1 5.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibits filed with this Annual Report on Form 10-K are attached hereto. For a list of such exhibits, see “Exhibit Index” begin ning at page 95 . The Exhibit Index specifically identifies each management contract or compensatory plan required to be filed as an exhibit to this Form 10-K.

EXHIBIT INDEX

MVB Financial Corp. Annual Report on Form 10-K for Fiscal Year Ended December 31, 2014


Exhibit Number	Description	Exhibit Location

3.1	Articles of Incorporation , as amended	Filed herewith



3.2	Bylaws	Form SB-2 Registration Statement, Registration No. 333-120931, filed December 1, 2004, and incorporated by reference herein

10.1	MVB Financial Corp. 2003 Stock Incentive Plan	Form SB-2 Registration Statement, Registration No. 333-120931, filed December 1, 2004, and incorporated by reference herein

10.2	MVB Financial Corp. 2013 Stock Incentive Plan	Form S-8 Registration Statement, filed June 21, 2013, and incorporated by reference herein

10.3	Master Lease Agreement with S-N-S Foods, Inc. for premises occupied by Middletown Mall Office	Form SB-2 Registration Statement, Registration No. 333-120931, filed December 1, 2004, and incorporated by reference herein

10.4	Sublease Agreement with S-N-S Foods, Inc. for premises occupied by Middletown Mall Office	Form SB-2 Registration Statement, Registration No. 333-120931, filed December 1, 2004, and incorporated by reference herein
10.5	Lease Agreement with Essex Properties, LLC for land occupied by Bridgeport Branch	Form SB-2 Registration Statement, Registration No. 333-120931, filed December 1, 2004, and incorporated by reference herein

Table of Contents

Exhibit Number	Description	Exhibit Location
11	Statement Regarding Computation of Earnings per Share	Filed herewith

14	Code of Ethics	Filed herewith

21	Subsidiary of Registrant	Filed herewith

23.1	Consent s of Independent Registered Public Accounting Firm s	Filed herewith

24	Power of Attorney	Filed herewith

31.1	Certificate of Principal Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002	Filed herewith

31.2	Certificate of Principal Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002	Filed herewith

32.1	Certificate of Principal Executive Officer & Principal Financial Officer pursuant to Section 906 of Sarbanes Oxley Act of 2002	Filed herewith
99.1	Report of Dixon Hughes Goodman LLP Independent Auditors	Found on Page 90 herein
99.2	Report of S.R. Snodgrass, P.C., Independent Auditors	Found on Page 91 herein

99.3	Employment Agreement of Larry F. Mazza	Form 8-K/A, filed January 24, 2014 and incorporated by reference herein.

99.4	Employment Agreement of Donald T. Robinson	Form 8-K/A, filed January 24, 2014 and incorporated by reference herein.

99.5	Employment Agreement of Bret S. Price	Form 8-K/A, filed January 24, 2014 and incorporated by reference herein.

99.6	Employment Agreement of Patrick R. Esposito II	Form 8-K/A, filed January 24, 2014 and incorporated by reference herein.
101	Interactive data files pursuant to Rule 405 of Regulation S-T (**)

(**) Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections

Exhibit 3.1

_PIC1

I, Joe Manchin III, Secretary of State of the
State of West Virginia, hereby certify that

1 | Page MVB FINANCIAL CORP.

Control Number: 56299

has filed its “Articles of Incorporation” in my office according to the provisions of the West Virginia Code. I hereby declare the organization to be registered as corporation from its effective date of May 29, 2003 with the right of perpetual existence.

Therefore, I hereby issue this

CERTIFICATE OF INCORPORATION

_PIC3

Given under my hand and the

Great Seal of the State of

West Virginia on this day of

May 29, 2003

Joe Manchin III

Secretary of State


	Filed in the Office of the Secretary of State of West Virginia, this date:

ARTICLES OF INCORPORATION

MVB FINANCIAL CORP.

The undersigned, acting as incorporator of a corporation under Section 202, Article 2, Chapter 31D of the Code of West Virginia, adopt the following Articles of Incorporation of such corporation:

ARTICLE I

The undersigned agrees to become a corporation by the name of:

MVB Financial Corp.

ARTICLE II

The address of the principal office of said corporation will be 301 Virginia Avenue, in the City of Fairmont, County of Marion, State of West Virginia 26554-2777.

ARTICLE III

This corporation is formed for the purpose of transacting any or all lawful business for which corporations may be formed under the corporation laws of the State of West Virginia.

ARTICLE IV

No shareholder of this corporation or other person shall have any preemptive right whatsoever.

ARTICLE V

The amount of the total authorized capital stock of said corporation shall be Four Million Dollars ($4,000,000.00), which shall be divided into Four Million (4,000,000) shares of the par value of One Dollar ($1.00) each.

ARTICLE VI

The existence of this corporation is to be perpetual.

ARTICLE VII

Provisions for the regulation of the internal affairs of the corporation are:

A. Indemnification. Each person who was or is a party or is threatened to be made a party to or is involved (including, without limitation, as a witness or deponent) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise in nature (“Proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the written request of the corporation’s Board of Directors, president or their delegate as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such Proceeding is alleged action or omission in an official capacity as a director, officer, trustee, employee or agent or in any other capacity, shall be indemnified and held harmless by the corporation to the fullest extent authorized by law, including but not limited to the West Virginia Code, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said Code permitted the corporation to provide prior to such amendment), against all expenses, liability and loss (including, without limitation, attorneys’ fees and disbursements, judgments, fines, ERISA or other similar or dissimilar excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by such person in connection therewith; provided, however, that the corporation shall indemnify any such person seeking indemnity in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the Board of Directors of the corporation; provided, further, that the corporation shall not indemnify any person for civil money penalties or other matters, to the extent such indemnification is specifically not permissible pursuant to federal or state statute or regulation, or order or rule of a regulatory agency of the federal or state government with authority to enter, make or promulgate such order or rule. Such right shall include the right to be paid by the corporation expenses, including, without limitation, attorneys’ fees and disbursements, incurred in defending or participating in any such Proceeding in advance of its final disposition; provided, however, that the payment of such expenses in advance of the final disposition of such Proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, in which such director or officer agrees to repay all amounts so advanced if it should be ultimately determined that such person is not entitled to be indemnified under this Article or otherwise. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation, or that such person did have reasonable cause to believe that his conduct was unlawful.

B. Right of Claimant to Bring Suit . If a claim under this Article is not paid in full by the corporation within thirty days after a written claim therefor has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful, in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending or participating in any Proceeding in advance of its final disposition where the required undertaking has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the applicable law for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation.

Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification or reimbursement of the claimant is permitted in the circumstances because he or she has met the applicable standard of conduct, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

C. Contractual Rights: Applicability . The right to be indemnified or to the reimbursement or advancement of expenses pursuant hereto (i) is a contract right based upon good and valuable consideration, pursuant to which the person entitled thereto may bring suit as if the provisions hereof were set forth in a separate written contract between the corporation and the director or officer, (ii) is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof, and (iii) shall continue to exist after the rescission or restrictive modification hereof with respect to events occurring prior thereto.

D. Requested Service . Any director or officer of the corporation serving, in any capacity, (i) another corporation of which five percent (5%) or more of the shares entitled to vote in the election of its directors is held by the corporation, or (ii) any employee benefit plan of the corporation or of any corporation referred to herein shall be deemed to be doing so at the request of the corporation.

E. Non-Exclusivity of Rights . The rights conferred on any person hereunder shall not be exclusive of and shall be in addition to any other right which such person may have or may hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of shareholders or disinterested directors or otherwise.

F. Insurance . The corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under West Virginia law.

G. Limitation of Liability . A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except to the extent that such exception from liability or limitation thereof is not permitted by the West Virginia Business Corporation Act or the laws of the United States or the State of West Virginia, as the same may exist or are hereafter amended. Any repeal or modification of the foregoing provision by the stockholders of the corporation shall not adversely affect any right of protection of a director of the corporation existing at the time of such repeal or modification.

ARTICLE IX

The full name and address of the appointed person to whom notice or process may be sent is:

MVB Financial Corp. (Attention: President), 301 Virginia Avenue, Fairmont, West Virginia 26554-2777.

ARTICLE X

The number of directors constituting the initial Board of Directors of the corporation is fourteen (14), and the names and addresses of the persons who shall serve as directors until the first meeting of the shareholders or until their successors are elected and shall qualify are:

NAME		ADDRESS

Barbara L. Alexander		250 Lakewood Center
		Morgantown, West Virginia 26508

Robert L. Bell		333 Baldwin Street
		Morgantown, West Virginia 26505

Stephen R. Brooks		1009 Greystone Circle
		Morgantown, West Virginia 26508

Harvey M. Havlichek		P.O. Box 42
		Colfax, West Virginia 26566
James R. Martin		911 Henry Drive
		Fairmont, West Virginia 26554

Dr. Saad Mossallati		200 Route 98 West
		Suite 107
		Nutter Fort, West Virginia 26301

Leonard W. Nossokoff		498 Canyon Road
		Morgantown, West Virginia 26508

J. Christopher Pallotta		8 Bel Manor Drive
		Fairmont, West Virginia 26554

Nitesh S. Patel		7003 Carriage Lane
		Fairmont, West Virginia 26554

Louis W. Spatafore		14 Regency Drive
		Fairmont, West Virginia 26554

Richard L. Toothman		6 Pheasant Drive
		Fairmont, West Virginia 26554

Dr. Michael F. Trent		1821 Martha Avenue
		Fairmont, West Virginia 26554

Dr. James E. Valentine		907 Gaston Avenue
		Fairmont, West Virginia 26554

Samuel J. Warash		1639 Otlahurst Drive
		Fairmont, West Virginia 26554

ARTICLE XI

The name and address of the Incorporator is James R. Martin, 301 Virginia Avenue, Fairmont, West Virginia 26554-2777.

THE UNDERSIGNED , for the purposes of forming a corporation under the laws of the State of West Virginia, does make and file these Articles of Incorporation, and have accordingly hereto set his respective hand this 24 th day of May, 2003.


	/s/ James R. Martin
	JAMES R. MARTIN

ARTICLES OF SHARE EXCHANGE

BETWEEN MVB FINANCIAL CORP.

AND THE MONONGAHELA VALLEY BANK, INC.

Pursuant to the provisions of Section 1106, Article 11, Chapter 31D of the Code of West Virginia, 1931, as amended, the undersigned corporations adopt the following Articles of Share Exchange for the purpose of the exchange of all issued and outstanding shares of The Monongahela Valley Bank, Inc., a West Virginia corporation, in exchange for shares of MVB Financial Corp., a West Virginia corporation.

FIRST: The names of the parties to the share exchange are MVB Financial Corp., the acquiror, and The Monongahela Valley Bank, Inc., the acquiree, and the share exchange shall be effective as of the open of business on January 1, 2004.

SECOND: The following Plan of Share Exchange was adopted by the shareholders of each of the undersigned corporation, in the manner prescribed by Section 1104, Article 11, Chapter 31D of the Code of West Virginia, 1931, as amended:

The Plan of Share Exchange is attached hereto as Exhibit 1 and made a part hereof.

THIRD: Contact name of person to reach in case of problem with filing:

Name:	Charles D. Dunbar, Esq.
Telephone:	(304) 340-1196

FOURTH: Signature of person executing document:

/s/ James R. Martin		President and Chief Executive Officer
(Signature)		(Capacity In Which He/She Is Signing)

EXHIBIT A

PLAN OF SHARE EXCHANGE

BETWEEN

THE MONONGAHELA VALLEY BANK, INC.

AND

MVB FINANCIAL CORP.

Pursuant to this Plan of Share Exchange (“Plan of Share Exchange”), THE MONONGAHELA VALLEY BANK, INC. (“Bank”), a West Virginia state banking corporation, shall become a wholly owned subsidiary of MVB FINANCIAL CORP. (“Holding Company”), a West Virginia corporation, pursuant to a Share Exchange under Sections 31D-11-1103, -1104, -1106 to —1108 of the West Virginia Business Corporation Act.

ARTICLE I

TERMS OF THE SHARE EXCHANGE

1.1 The Share Exchange . Subject to the terms and conditions of the Agreement and Plan of Reorganization, dated as of June 2, 2003, between Holding Company and Bank, at the Effective Date (as defined therein), the Bank shall become a wholly owned subsidiary of Holding Company through the exchange of each outstanding share of common stock of the Bank for one share of Holding Company common stock, in accordance with Section 2.1 of this Plan of Share Exchange and pursuant to a Share Exchange under the West Virginia Business Corporation Act (the “Share Exchange”). At the Effective Date, the Share Exchange shall have the effect as provided in W. Va. Code § 31D-11-1107.

1.2 Articles of Incorporation and Bylaws . The Articles of Incorporation and Bylaws of the Bank in effect immediately prior to the consummation of the Share Exchange shall remain in effect following the Effective Date until otherwise remitted or repealed.

1.3 Directors of Bank and Holding Company . The directors, of the Bank and Holding Company will not change as a result of the reorganization.

ARTICLE II

MANNER OF EXCHANGING SHARES

2.1 Exchange of Shares . Upon, and by reason of, the Share Exchange becoming effective pursuant to the issuance of a Certificate of Share Exchange by the Secretary of State of the State of West Virginia, each share of common stock of the Bank then issued and outstanding, excluding any shares as to which dissenters’ rights are exercised pursuant to the requirements of W. Va. Code §§ 31D-13-1302, et seq ., which shares should be cancelled, shall automatically be converted into and be exchanged for the right to receive one share of Holding Company common stock, par value $1.00 per share. From and after the Effective Date, the holders of certificates representing Bank Common Stock shall cease to have rights with respect to such shares (except such rights as they may have as dissenting shareholders in accordance with W. Va. Code §§ 31D-13-1302, et seq .), and their sole right shall be to receive common stock of Holding Company, as herein provided. On the Effective Date, the stock transfer records of the Bank shall be deemed closed, and no shares of Bank Common Stock outstanding immediately prior to the Effective Date shall thereafter be transferred.

2.2 Manner of Exchange . As soon as practicable after the Effective Date, any certificates or the right to receive certificates representing the outstanding shares of Bank Common Stock shall be surrendered to the Holding Company or agent designated by it and, upon such surrender, the Holding Company shall issue and deliver in substitution therefor certificates representing the number of shares of common stock of Holding Company into which such surrendered shares have been converted, as hereinabove provided. Certificates representing shares of Bank

Common Stock with the right to receive such certificates which are not surrendered shall be deemed for all purposes to evidence the ownership of the right to receive the number of shares of common stock of Holding Company into which such shares of Bank shall have been converted as hereinbefore set forth.

ARTICLE III

TERMINATION

This Plan of Share Exchange may be terminated at any time prior to the Effective Date by the parties hereto as provided in Section 8 of the Agreement and Plan of Reorganization, dated June 2, 2003, between the parties.

MVB FINANCIAL CORP.

By:		/s/ James R. Martin

	Its:			President


THE MONONGAHELAVALLEYBANK, INC.

By:			/s/ James R. Martin

	Its:			President

_PIC24

I, Joe Manchin III, Secretary of State of the
State of West Virginia, hereby certify that

Articles of Amendment to the Articles of Incorporation of

MVB FINANCIAL CORP.

are filed in my office as required by the provisions of West Virginia Code are found to conform to law. Therefore, I issue this

CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION

Great Seal of the State of
West Virginia on this day of
July 23, 2004

_PIC26

Given under my hand and the
Great Seal of the State of
West Virginia on this day of
July 23, 2004

Joe Manchin III

Secretary of State

Joe Manchin, III

Secretary of State

State Capitol Bldg .

1900 Kanawha Blvd. East

Charleston, WV 25305

_PIC28

Penney Barker, Team Leader
Corporations Division

Tel: (304) 558-8000

Fax: (304) 558-5758
Hrs- 8:30-5:00p m

www.wvsos.com

FEE: $25

File One Original

WEST VIRGINIA

ARTICLES OF INCORPORATION
PROFIT AMENDMENT

business@w v sos.com

In accordance with §31D-10-1006 of the Code of West Virginia, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:


FIRST	The name of the corporation is MVB Financial Corp .

SECOND	The following amendment(s) to the Articles of Incorporation were adopted by: (check one of the following statements)

	☒	the shareholders of the corporation

	☐	the incorporators or board of directors and shareholder approval was not required.

THIRD	The date of the adoption of the amendment(s) was: April 20, 2004


FOURTH	Change of Name information or Text of Amendment

	Change of name from:

	To:

	Other amendment(s) (attach additional pages to form, if needed) See Attached Appendix 1

FIFTH:	Contact name and number of person to reach in case of problem with filing: (optional, however, listing one may help to avoid a return or rejection of filing if there appears to be a problem with the document)

	Name:		Dick Martin	Phone:	304-367-8688

SIXTH:	Signature of person executing document:
	/s/ James R. Martin			President
	Signature			Capacity in which he/she is signing (example: president, chairman, etc.)

FORM CD-2

Issued by the WV Secretary of State

Revised 2/04

Appendix I

ARTICLES OF AMENDMENT

ARTICLES OF INCORPORATION

MVB FINANCIAL CORP.

Pursuant to the provisions of West Virginia Code Section 31D-10-1003, the undersigned corporation hereby adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST: The name of the corporation is MVB Financial Corp.

SECOND: The following amendment to the Articles of Incorporation was adopted by the shareholders of the corporation on April 2 6 , 2004, in the manner prescribed by West Virginia Code Section 31D-10-1001, et seq ., and the corporation’s Articles of Incorporation:

RESOLVED , that Article V of the Articles of Incorporation be amended to read, in its entirety, as follows:

ARTICLE V

The amount of the total authorized capital stock of said corporation shall be nine million dollars ($9,000,000), which shall be divided into four million (4,000,000) shares of Common Stock with a value of $1.00 each per share, and five thousand (5,000) shares of Preferred Stock with a par value of $1,000 per share (“Preferred Stock”)

The Board of Directors shall have the power and authority at any time and from time to time to issue, sell or otherwise dispose of any unissued but authorized shares of any class or classes of stock presently provided for in the Articles of Incorporation, or that may hereafter be provided for by a subsequent amendment to the Articles of Incorporation, to such persons or parties, including the holders of Common Stock or Preferred Stock or of any such other class of stock, for such considerations (not less than the par value, if any, thereof) and upon such terms and conditions as the Board of Directors in its discretion may deem to be in the best interests of the corporation. Except as expressly provided to the contrary

hereinafter, such issuance, sale or other disposition may be made without offering such shares, or any part of any class thereof, to the holders of Common Stock or Preferred Stock or any such other class of stock, and no such holder shall have any preemptive right to subscribe for any shares of the Common Stock and shall only have such preemptive rights with respect to the Preferred Stock to the extent the Board of Directors, in its discretion, determines.

Each holder of Common Stock of the corporation entitled to vote shall have one vote for each share thereof held.

The voting powers, designations, preferences, limitations, restrictions and relative rights of the Preferred Stock are as follows:

A. Issuance in Series . Preferred Stock may be issued from time to time in one or more series. All shares of Preferred Stock shall be of equal rank and shall be identical, except in respect of the particulars that are fixed in the Articles of Incorporation or may be fixed by the Board of Directors as hereinafter provided pursuant to authority which is hereby expressly vested in the Board of Directors; and each share of Preferred Stock, whether of the same or a different series, shall be identical in all respects with the other shares of Preferred Stock, except as to the following relative rights and preferences, as to which there may be variations between different series:

(i) the rate of dividends;

(ii) whether shares may be redeemed and, if so, the redemption price and the terms and conditions of redemption;

(iii) whether shares may be converted to Common Stock and if so, the terms and conditions of conversion;

(iv) the amount payable upon shares in event of voluntary and involuntary liquidation;

(v) sinking fund provisions, if any, for the redemption or purchase of shares;

(vi) the terms and conditions, if any, on which shares may be converted; and

(vii) voting rights, if any.

The Board of Directors of the corporation shall have all of the power and authority with respect to the shares of Preferred Stock that the shareholders may delegate to the Board of Directors pursuant to the terms and provisions of Chapter 31D, Article 6, Sections 601 and 602 of the Code of West Virginia, as amended, and shall exercise such power and authority by the adoption of a resolution or resolutions as prescribed by law.

B. Dividends . The holders of the Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, out of any funds legally available therefor, preferential dividends in cash, in the amounts or at the rate per annum fixed for such series, and no more. Dividends on shares of the Preferred Stock shall accrue from the date of the initial issue of shares of such series, or from such other date as may be fixed by the Board of Directors and shall be payable as determined by the Board of Directors. Each share of Preferred Stock shall rank on a parity with each other share of Preferred Stock, irrespective of series, with respect to preferential dividends at the respective amounts or rates fixed for such series, and no dividend shall be declared or paid or set apart for payment for the Preferred Stock of any series unless at the same time a dividend in like proportion to the accrued and unpaid dividends upon the Preferred Stock of each other series shall be declared or

paid or set apart for payment, as the case may be, on Preferred Stock of each other series then outstanding.

C. Dividend Restriction on Junior Stock . So long as any shares of Preferred Stock are outstanding, the corporation shall not pay or declare any cash dividends whatsoever on the Common Stock or any other class of stock ranking junior to the Preferred Stock unless (i) all dividends on the Preferred Stock of all series for all past dividend periods shall have been paid, or declared and a sum sufficient for the payment thereof set apart, and (ii) there shall exist no default in respect of any sinking fund or purchase fund for the redemption or purchase of shares of Preferred Stock of any series or such default shall have been waived by the holders of at least a majority of the then issued and outstanding shares of Preferred Stock of such series by a vote at a meeting called for such purpose or by written waiver with or without a meeting.

D. Liquidation or Dissolution . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the corporation, then, before any distribution or payment shall be made to the holders of the Common Stock or any other class of stock of the corporation ranking junior to the Preferred Stock in respect of dividends or distribution of assets upon liquidation, the holders of the Preferred Stock shall be entitled to be paid in full, in the event of a voluntary or involuntary liquidation, dissolution or winding up, the respective amounts fixed for such series, plus in each case a sum equal to accrued and unpaid dividends thereon to the date of payment thereof. After such payment shall have been made in full to the holders of the Preferred Stock, the remaining assets and funds of the corporation shall be distributed among the holders of the stock of the corporation ranking junior to the Preferred Stock in respect of dividends or distribution of assets upon liquidation according to their respective rights and preferences and in each case according to their respective shares. In the event that the assets of the corporation available for distribution to holders of Preferred Stock shall not be sufficient to make the payment herein required to be made in full, such assets shall be distributed to the holders of the respective shares of Preferred Stock pro rata in proportion to the amounts payable upon such share thereof.

E. Status of Shares Redeemed or Retired . Preferred Stock redeemed or otherwise retired by the corporation shall, upon the filing of such statement as may be required by law, assume the status of authorized but unissued Preferred Stock and may thereafter be reissued in the same manner as other authorized but unissued Preferred Stock.

F. Amendments . Subject to such requirements as may be prescribed by law or as may be expressly set forth in the foregoing provisions of this Article V or in any amendment to these Articles establishing and designating a series of shares of Preferred Stock, any of the foregoing terms and provisions of this Article V may be altered, amended or repealed or the application thereof suspended or waived in any particular case and changes in any of the designations, preferences, limitations and relative rights of the Preferred Stock may be made with the affirmative vote, at a meeting called for that purpose, or the written consent with or without a meeting, of the holders of at least a majority of the then issued and outstanding shares of Preferred Stock.

THIRD: The number of shares of the corporation outstanding at the time of such adoption was 708,025 shares of common stock, par value $1.00 per share. The number of shares entitled to vote thereon was 708,025.

FOURTH: The number of shares that voted for such amendment was:

		Shares Voted FOR		Shares Voted AGAINST		ABSTAINED
Common Stock		488,315		14,176		1,343
Total Voted:	503,834	96.92	%	2.81	%	.27	%

Dated: July 16, 2004


	MVB FINANCIAL CORP.


	By	/s/ James R. Martin
		James R. Martin

_PIC73

I, Betty Ireland, Secretary of State of the

State of West Virginia, hereby certify that

Articles of Amendment to the Articles of Incorporation of

MVB FINANCIAL CORP.

are filed in my office as required by the provisions of West Virginia Code are found to conform to law. Therefore, I issue this

CERTIFICATE OF AMENDMENT TO THE

ARTICLES OF INCORPORATION

_PIC74

Given under my hand and the

Great Seal of the State of

West Virginia on this day of

May 26, 2005

Betty Ireland

Secretary of State

ARTICLES OF AMENDMENT

ARTICLES OF INCORPORATION

MVB FINANCIAL CORP.

Pursuant to Section 1006, Article 10, Chapter 31D of the Code of West Virginia, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST: The name of the corporation is MVB Financial Corp.

SECOND: The following amendments to the Articles of Incorporation were adopted by the shareholders of the corporation.

THIRD: The date of the adoption was May 17, 2005.

FOURTH: The following amendments to the Articles of Incorporation were adopted by the shareholders of the corporation in the manner prescribed by law:

Article VII of the Articles of Incorporation shall be amended to add the following sections:

H. Vote Required for Certain Business Combinations

1. Higher Vote for Certain Business Combinations. In addition to any affirmative vote required by law or these Articles of Incorporation, and except as otherwise expressly provided in Section I of this Article VII:

(a) any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with (a) any Interested Stockholder (as hereinafter defined) or (b) any other corporation (whether or not itself an Interested Stockholder) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) of any Interested Stockholder; or

(b) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of the Corporation or any Subsidiary having an aggregate Fair Market Value of $100,000 or more; or

(c) the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the Corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $100,000 or more; or

(d) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of an Interested Stockholder or any Affiliate of any Interested Stockholder; or

(e) any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Interested Stockholder or any Affiliate of any Interested Stockholder, shall require the affirmative vote of the holders of at least 75% of the voting power of the then outstanding shares of capital stock of the Corporation entitled to vote (the “Voting Stock”), voting together as a single class. Such affirmative vote shall be required, notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.

2. Definition of “Business Combination.” The term “Business Combination” as used in this Article VII shall mean any transaction which is referred to in any one or more of clauses (a) through (e) of paragraph 1 of this Section V.H.

I. When Higher Vote is Not Required

The provisions of Section V.H of this Article VII shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote as is required by law and any other provision of these Articles of Incorporation, if all of the conditions specified in either of the following paragraphs 1 and 2 are met:

1. Approval by Disinterested Directors. The Business Combination shall have been approved by a majority of the Disinterested Directors (as hereinafter defined).

2. Price and Procedure Requirements. All of the following conditions shall have been met:

(a) the aggregate amount of the cash and the Fair Market Value (as hereinafter defined) as of the date of the consummation of the Business Combination of consideration other than cash to be received per share by holders of Common Stock in such Business Combination shall be at least equal to the higher of the following:

(i) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Stockholder for any shares of Common Stock acquired by it (1) within the two-year period immediately prior to the first public announcement of the proposal of the Business Combination (the “Announcement Date”) or (2) in the transaction in which it became an Interested Stockholder, whichever is higher; and

(ii) the Fair Market Value per share of Common Stock on the Announcement Date or on the date on which the Interested Stockholder became an Interested

Stockholder (such latter date is referred to in this Article VI as the “Determination Date”), whichever is higher.

(b) The aggregate amount of the cash and the Fair Market Value as of the date of the consummation of the Business Combination of consideration other than cash to be received per share by holders of shares of any other class of outstanding Voting Stock shall be at least equal to the highest of the following (it being intended that the requirements of this paragraph 2(b) shall be required to be met with respect to every class of outstanding Voting Stock, whether or not the Interested Stockholder has previously acquired any shares of a particular class of Voting Stock);

(i) (if applicable) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Stockholder for any shares of such class of Voting Stock acquired by it (1) within the two-year period immediately prior to the Announcement Date or (2) in the transaction in which it became an Interested Stockholder, whichever is higher;

(ii) (if applicable) the highest preferential amount per share to which the holders of shares of such class of Voting Stock are entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation; and

(iii) the Fair Market Value per share of such class of Voting Stock on the Announcement Date or on the Determination Date, whichever is higher.

(c) The Consideration to be received by holders of a particular class of outstanding Voting Stock (including Common Stock) shall be in cash or in the same form as the Interested Stockholder has previously paid for shares of such class of Voting Stock. If the Interested Stockholder has paid for shares of any class of Voting Stock with varying forms of consideration, the form of consideration for such class of Voting Stock shall be either cash or the form used to acquire the largest number of shares of such class of Voting Stock previously acquired by it. The price determined in accordance with paragraphs 2(a) and 2(b) of this Section VII.I shall be subject to appropriate adjustment in the event of any stock dividend, stock split, combination of shares or similar event.

Article X of the Articles of Incorporation shall be amended to add Sections X.1 and X.2, as follows:

X.1 Board of Directors

(a) Number, Election and Terms. The number of the Directors of the Corporation shall be fixed from time to time by or pursuant to the Bylaws of the Corporation. The Directors shall be classified, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible, as shall be provided in the manner specified in the Bylaws of the Corporation, one class to be originally elected for a term expiring at the Annual Meeting of Stockholders to be held in 2006, another class to be originally elected for a term expiring at the Annual Meeting of Stockholders to be held in 2007, and another class to be originally elected for a term expiring at the Annual Meeting of Stockholders to be held in 2008, with each class to hold office until its successor is elected and qualified. At each Annual Meeting of the stockholders of the Corporation, the successors of the class of Directors whose term expires at that meeting shall be elected to hold office for a term expiring at the Annual Meeting of Stockholders held in the third year following the year of their election.

(b) Stockholder Nomination of Director Candidates. Advance notice of stockholder nominations for the election of Directors shall be given in the manner provided in the Bylaws of the Corporation.

(c) Newly Created Directorships and Vacancies. Newly created Directorships resulting from any increase in the number of Directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining Directors then in office, even though less than a quorum of the Board of Directors. Any Director elected in accordance with the preceding sentence to fill a vacancy resulting from death, resignation, disqualification, removal or other cause and Directors elected in accordance with the preceding sentence by reason of an increase in the number of Directors shall hold office only until the next election of Directors by the shareholders and until such Director’s successor shall have been elected and qualified. No decrease in number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director.

(d) Removal. Any Director may be removed from office, with or without cause, and only by the affirmative vote of the holders of 75% of the combined voting power of the then outstanding shares of stock entitled to vote generally in the election of Directors, voting together as a single class.

(e) Amendment, Repeal, Etc. Notwithstanding anything contained in these Articles of Incorporation to the contrary, the affirmative vote of the holders of at least 75% of the voting power of all shares of the Corporation entitled to vote generally to the election of Directors, voting together as a single class, shall be required to alter, amend, or adopt any provision inconsistent with or repeal this Article X.

X.2 Bylaw Amendments

The Board of Directors shall have power to make, alter, amend and repeal the Bylaws of the Corporation (except so far as the Bylaws of the Corporation adopted by the stockholders shall otherwise provide). Any Bylaws made by the Directors under the powers conferred hereby may be altered, amended or repealed by the Directors or by the stockholders. Notwithstanding the foregoing and anything contained in these Articles of Incorporation to the contrary, Article III, Sections 2, 9 and 13, and Article XII, of the Bylaws shall not be altered, amended or repealed and no provision inconsistent therewith shall be adopted without the affirmative vote of the holders of at least 75% of the voting power of all the shares of the Corporation entitled to vote generally in the election of Directors, voting together as a single class. Notwithstanding anything contained in these Articles of Incorporation to the contrary, except as otherwise provided by law for separate class votes, the affirmative vote of the holders of at least 75% of the voting power of all the shares of the Corporation entitled to vote generally in the election of Directors, voting together as a single class, shall be required to alter, amend or adopt any provision inconsistent with or repeal this Article X.2.

FIFTH: Signature of person executing document:

/s/ James R. Martin		President
Signature		Capacity in which he/she is signing

_PIC98

I, Natalie E. Tennant, Secretary of State of the
State of West Virginia, hereby certify that

Articles of Amendment to the Articles of Incorporation of

MVB FINANCIAL CORP.

are filed in my office as required by the provisions of West Virginia Code are found to conform to law. Therefore, I issue this

CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION

_PIC99

Given under my hand and the
Great Seal of the State of
West Virginia on this day of
September 6, 2011

Natalie E. Tennant

Secretary of State

ARTICLES OF AMENDMENT

ARTICLES OF INCORPORATION

MVB FINANCIAL CORP.

Pursuant to Section 1006, Article 10, Chapter 31D of the Code of West Virginia, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST: The name of the corporation is MVB Financial Corp.

SECOND: The following amendment to the Articles of Incorporation was adopted by the requisite vote of the shareholders of the corporation.

THIRD: The date of the adoption was September 1, 2011.

FOURTH: The following amendment to the Articles of Incorporation was adopted by the shareholder of the corporation in the manner prescribed by law:

RESOLVED, that the first paragraph of Article V of the Articles of Incorporation of this corporation be, and the same hereby is, amended to read as follows:

The amount of the total authorized capital stock of said corporation shall be twelve million five hundred dollars ($12,500,000), which shall be divided into four million (4,000,000) shares of Common Stock with a value of $1.00 each per share, and eight thousand five hundred (8,500) shares of Preferred Stock with a par value of $1,000 per share (“Preferred Stock”)

FIFTH: Contract name and number of person to reach in case of problem with filing:

Name: Charles D. Dunbar, Esq.

Phone: (304) 340-1196

SIXTH: Signature of person executing document:

/s/ Larry F. Mazza		CEO
Signature		Capacity in which he/she is signing

CERTIFICATE OF DESIGNATION
OF
SENIOR NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A
OF
MVB FINANCIAL CORP.

MVB Financial Corp. , a corporation organized and existing under the laws of the State of West Virginia (the “ Issuer ”), in accordance with the provisions of W.Va. Code § 31D-6-602, does hereby certify:

The board of directors of the Issuer (the “ Board of Directors ”) or an applicable committee of the Board of Directors, in accordance with the certificate of incorporation and bylaws of the Issuer and applicable law, adopted the following resolution on August 16, 2011, creating a series of 8,500 shares of Preferred Stock of the Issuer designated as “ Senior Non-Cumulative Perpetual Preferred Stock, Series A ”.

RESOLVED , that pursuant to the provisions of the articles of incorporation and the bylaws of the Issuer and applicable law, a series of Preferred Stock, par value $1,000 per share, of the Issuer be and hereby is created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:

Part 1. Designation and Number of Shares . There is hereby created out of the authorized and unissued shares of preferred stock of the Issuer a series of preferred stock designated as the “ Senior Non-Cumulative Perpetual Preferred Stock, Series A ” (the “ Designated Preferred Stock ”). The authorized number of shares of Designated Preferred Stock shall be 8,500.

Part 2. Standard Provisions . The Standard Provisions contained in Schedule A attached hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of this [ Certificate of Designation ] to the same extent as if such provisions had been set forth in full herein.

Part 3. Definitions . The following terms are used in this Certificate of Designation (including the Standard Provisions in Schedule A hereto) as defined below:

(a) “ Common Stock ” means the common stock, par value $1 per share, of the Issuer.

(b) “ Definitive Agreement ” means that certain Securities Purchase Agreement by and between Issuer and Treasury, dated as of the Signing Date.

(c) “ Junior Stock ” means the Common Stock and any other class or series of stock of the Issuer the terms of which expressly provide that it ranks junior to Designated Preferred Stock as to dividend and redemption rights and/or as to rights on liquidation, dissolution or winding up of the Issuer.

(d) “ Liquidation Amount ” means $1,000 per share of Designated Preferred Stock.

(e) “ Minimum Amount ” means (i) the amount equal to twenty-five percent (25%) of the aggregate Liquidation Amount of Designated Preferred Stock issued on the Original Issue Date or (ii) all of the outstanding Designated Preferred Stock, if the aggregate liquidation preference of the outstanding Designated Preferred Stock is less than the amount set forth in the preceding clause (i) .

(f) “ Parity Stock ” means any class or series of stock of the Issuer (other than Designated Preferred Stock) the terms of which do not expressly provide that such class or series will rank senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Issuer (in each case without regard to whether dividends accrue cumulatively or non-cumulatively).

(g) “ Signing Date ” means September 8, 2011 .

(h) “ Treasury ” means the United States Department of the Treasury and any successor in interest thereto.

Part 4. Certain Voting Matters . Holders of shares of Designated Preferred Stock will be entitled to one vote for each such share on any matter on which holders of Designated Preferred Stock are entitled to vote, including any action by written consent.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, MVB Financial Corp . has caused this Certificate of Designation to be signed by Larry F. Mazza, its President, this 6th day of September, 2011 . .

	MVB Financial Corp.


	By:	/s/ Larry F. Mazza
		Name: Larry F. Mazza
		Title: President

Schedule A

STANDARD PROVISIONS

Section 1. General Matters . Each share of Designated Preferred Stock shall be identical in all respects to every other share of Designated Preferred Stock. The Designated Preferred Stock shall be perpetual, subject to the provisions of Section 5 of these Standard Provisions that form a part of the Certificate of Designation. The Designated Preferred Stock shall rank equally with Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Issuer, as set forth below.

Section 2. Standard Definitions . As used herein with respect to Designated Preferred Stock:

(a) “ Acquiror ,” in any Holding Company Transaction, means the surviving or resulting entity or its ultimate parent in the case of a merger or consolidation or the transferee in the case of a sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole.

(b) “ Affiliate ” means, with respect to any person, any person directly or indirectly controlling, controlled by or under common control with, such other person. For purposes of this definition, “ control ” (including, with correlative meanings, the terms “ controlled by ” and “ under common control with ”) when used with respect to any person, means the possession, directly or indirectly through one or more intermediaries, of the power to cause the direction of management and/or policies of such person, whether through the ownership of voting securities by contract or otherwise.

(d) “ Appropriate Federal Banking Agency ” means the “appropriate Federal banking agency” with respect to the Issuer as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

(e) “ Bank Holding Company ” means a company registered as such with the Board of Governors of the Federal Reserve System pursuant to 12 U.S.C. §1842 and the regulations of the Board of Governors of the Federal Reserve System thereunder.

(f) “ Baseline ” means the “Initial Small Business Lending Baseline” set forth on the Initial Supplemental Report (as defined in the Definitive Agreement), subject to adjustment pursuant to Section 3(a).

(g) “ Business Combination ” means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Issuer’s stockholders.

(h) “ Business Day ” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York or the District of Columbia generally are authorized or required by law or other governmental actions to close.

(i) “ Bylaws ” means the bylaws of the Issuer, as they may be amended from time to time.

(j) “ Call Report ” has the meaning set forth in the Definitive Agreement.

(k) “ Certificate of Designation ” means the Certificate of Designation or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

A- 1

(l) “ Charge-Offs ” means the net amount of loans charged off by the Issuer or, if the Issuer is a Bank Holding Company or a Savings and Loan Holding Company, by the IDI Subsidiary(ies) during quarters that begin on or after the Signing Date, determined as follows:

(i) if the Issuer or the applicable IDI Subsidiary is a bank, by subtracting (A) the aggregate dollar amount of recoveries reflected on line RIAD4605 of its Call Reports for such quarters from (B) the aggregate dollar amount of charge-offs reflected on line RIAD4635 of its Call Reports for such quarters (without duplication as a result of such dollar amounts being reported on a year-to-date basis); or

(ii) if the Issuer or the applicable IDI Subsidiary is a thrift, by subtracting (A) the sum of the aggregate dollar amount of recoveries reflected on line VA140 of its Call Reports for such quarters and the aggregate dollar amount of adjustments reflected on line VA150 of its Call Reports for such quarters from (B) the aggregate dollar amount of charge-offs reflected on line VA160 of its Call Reports for such quarters.

(m) “ Charter ” means the Issuer’s certificate or articles of incorporation, articles of association, or similar organizational document.

(n) “ CPP Lending Incentive Fee ” has the meaning set forth in Section 3(e).

(o) “ Current Period ” has the meaning set forth in Section 3(a)(i)(2).

(p) “ Dividend Payment Date ” means January 1, April 1, July 1, and October 1 of each year.

(q) “ Dividend Period ” means the period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date; provided, however , the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date (the “ Initial Dividend Period ”).

(r) “ Dividend Record Date ” has the meaning set forth in Section 3(b).

(s) “ Dividend Reference Period ” has the meaning set forth in Section 3(a)(i)(2).

(t) “ GAAP ” means generally accepted accounting principles in the United States.

(u) “ Holding Company Preferred Stock ” has the meaning set forth in Section 7(c)(v).

(v) “ Holding Company Transaction ” means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

(w) “ IDI Subsidiary ” means any Issuer Subsidiary that is an insured depository institution.

(x) “ Increase in QSBL ” means:

(i) with respect to the first (1st) Dividend Period, the difference obtained by subtracting (A) the Baseline from (B) QSBL set forth in the Initial Supplemental Report (as defined in the Definitive Agreement); and

A- 2

(ii) with respect to each subsequent Dividend Period, the difference obtained by subtracting (A) the Baseline from (B) QSBL for the Dividend Reference Period for the Current Period.

(y) “ Initial Dividend Period ” has the meaning set forth in the definition of “Dividend Period”.

(z) “ Issuer Subsidiary ” means any subsidiary of the Issuer.

(aa) “ Liquidation Preference ” has the meaning set forth in Section 4(a).

(bb) “ Non-Qualifying Portion Percentage ” means, with respect to any particular Dividend Period, the percentage obtained by subtracting the Qualifying Portion Percentage from one (1).

(cc) “ Original Issue Date ” means the date on which shares of Designated Preferred Stock are first issued.

(dd) “ Percentage Change in QSBL ” has the meaning set forth in Section 3(a)(ii).

(ee) “ Person ” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company or trust.

(ff) “ Preferred Director ” has the meaning set forth in Section 7(c).

(gg) “ Preferred Stock ” means any and all series of preferred stock of the Issuer, including the Designated Preferred Stock.

(hh) “ Previously Acquired Preferred Shares ” has the meaning set forth in the Definitive Agreement.

(ii) “ Private Capital ” means, if the Issuer is Matching Private Investment Supported (as defined in the Definitive Agreement), the equity capital received by the Issuer or the applicable Affiliate of the Issuer from one or more non-governmental investors in accordance with Section 1.3(m) of the Definitive Agreement.

(jj) “ Publicly-traded ” means a company that (i) has a class of securities that is traded on a national securities exchange and (ii) is required to file periodic reports with either the Securities and Exchange Commission or its primary federal bank regulator.

(kk) “ Qualified Small Business Lending ” or “ QSBL ” means, with respect to any particular Dividend Period, the “Quarter-End Adjusted Qualified Small Business Lending” for such Dividend Period set forth in the applicable Supplemental Report.

(ll) “ Qualifying Portion Percentage ” means, with respect to any particular Dividend Period, the percentage obtained by dividing (i) the Increase in QSBL for such Dividend Period by (ii) the aggregate Liquidation Amount of then-outstanding Designated Preferred Stock.

(mm) “ Savings and Loan Holding Company ” means a company registered as such with the Office of Thrift Supervision pursuant to 12 U.S.C. §1467a(b) and the regulations of the Office of Thrift Supervision promulgated thereunder.

(nn) “ Share Dilution Amount ” means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-

A- 3

based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

(oo) “ Signing Date Tier 1 Capital Amount ” means $41,626,000.(1)

(pp) “ Standard Provisions ” mean these Standard Provisions that form a part of the Certificate of Designation relating to the Designated Preferred Stock.

(qq) “ Supplemental Report ” means a Supplemental Report delivered by the Issuer to Treasury pursuant to the Definitive Agreement.

(rr) “ Tier 1 Dividend Threshold ” means, as of any particular date, the result of the following formula:

( ( A + B — C ) * 0.9 ) — D

where:

A = Signing Date Tier 1 Capital Amount;

B = the aggregate Liquidation Amount of the Designated Preferred Stock issued to Treasury;

C = the aggregate amount of Charge-Offs since the Signing Date; and

D = (i) beginning on the first day of the eleventh (11th) Dividend Period, the amount equal to ten percent (10%) of the aggregate Liquidation Amount of the Designated Preferred Stock issued to Treasury as of the Effective Date (without regard to any redemptions of Designated Preferred Stock that may have occurred thereafter) for every one percent (1%) of positive Percentage Change in Qualified Small Business Lending between the ninth (9th) Dividend Period and the Baseline; and

(ii) zero (0) at all other times.

(ss) “ Voting Parity Stock ” means, with regard to any matter as to which the holders of Designated Preferred Stock are entitled to vote as specified in Section 7(d) of these Standard Provisions that form a part of the Certificate of Designation, any and all series of Parity Stock upon which like voting rights have been conferred and are exercisable with respect to such matter.

Section 3. Dividends .

(a) Rate .

(i) The “ Applicable Dividend Rate ” shall be determined as follows:

(1) Insert amount equal to the Issuer’s consolidated Tier 1 capital on the Signing Date.

(1) With respect to the Initial Dividend Period, the Applicable Dividend Rate shall be 4.1957647%.(2)

A- 4

(2) With respect to each of the second (2nd) through the tenth (10th) Dividend Periods, inclusive (in each case, the “ Current Period ”), the Applicable Dividend Rate shall be:

(A) (x) the applicable rate set forth in column “A” of the table in Section 3(a)(iii), based on the Percentage Change in QSBL between the Dividend Period that was two Dividend Periods prior to the Current Period (the “ Dividend Reference Period ”) and the Baseline, multiplied by (y) the Qualifying Portion Percentage; plus

(B) (x) five percent (5%) multiplied by (y) the Non-Qualifying Portion Percentage.

In each such case, the Applicable Dividend Rate shall be determined at the time the Issuer delivers a complete and accurate Supplemental Report to Treasury with respect to the Dividend Reference Period.

(3) With respect to the eleventh (11th) through the eighteenth (18th) Dividend Periods, inclusive, and that portion of the nineteenth (19th) Dividend Period prior to, but not including, the four and one half (4½) year anniversary of the Original Issue Date, the Applicable Dividend Rate shall be:

(A) (x) the applicable rate set forth in column “B” of the table in Section 3(a)(iii), based on the Percentage Change in QSBL between the ninth (9th) Dividend Period and the Baseline, multiplied by (y) the Qualifying Portion Percentage, calculated as of the last day of the ninth (9th) Dividend Period; plus

(B) (x) five percent (5%) multiplied by (y) the Non-Qualifying Portion Percentage, calculated as of the last day of the ninth (9th) Dividend Period.

In such case, the Applicable Dividend Rate shall be determined at the time the Issuer delivers a complete and accurate Supplemental Report to Treasury with respect to the ninth (9th) Dividend Period.

(2) To be completed at Closing using Column “A” of the table in Section 3(a)(iii), based on the Percentage Change in QSBL between the Baseline and the second calendar quarter preceding the Closing Date as reported in the Initial Supplemental Report.

(4) With respect to (A) that portion of the nineteenth (19th) Dividend Period beginning on the four and one half (4½) year anniversary of the Original Issue Date and (B) all Dividend Periods thereafter, the Applicable Dividend Rate shall be nine percent (9%).

(5) Notwithstanding anything herein to the contrary, if the Issuer fails to submit a Supplemental Report that is due during any of the second (2nd) through tenth (10th) Dividend Periods on or before the sixtieth (60th) day of such Dividend Period, the Issuer’s QSBL for the Dividend Period that would have been covered by such Supplemental Report shall be zero (0) for purposes hereof.

(6) Notwithstanding anything herein to the contrary, but subject to Section 3(a)(i)(5) above, if the Issuer fails to submit the Supplemental Report that is due during the tenth (10th) Dividend Period, the Issuer’s

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QSBL shall be zero (0) for purposes of calculating the Applicable Dividend Rate pursuant to Section 3(a)(i)(3) and (4). The Applicable Dividend Rate shall be re-determined effective as of the first day of the calendar quarter following the date such failure is remedied, provided it is remedied prior to the four and one half (4½) anniversary of the Original Issue Date.

(7) Notwithstanding anything herein to the contrary, if the Issuer fails to submit any of the certificates required by Sections 3.1(d)(ii) or 3.1(d)(iii) of the Definitive Agreement when and as required thereby, the Issuer’s QSBL shall be zero (0) for purposes of calculating the Applicable Dividend Rate pursuant to Section 3(a)(i)(2) or (3) above until such failure is remedied.

(ii) The “ Percentage Change in Qualified Lending ” between any given Dividend Period and the Baseline shall be the result of the following formula, expressed as a percentage:

					x 100
		( QSBL for the Dividend Period — Baseline )
		Baseline

(iii) The following table shall be used for determining the Applicable Dividend Rate:


	The Applicable Dividend Rate shall be:
If the Percentage Change in Qualified Lending is:	Column “A” (each of the 2nd – 10th Dividend Periods)		Column “B” (11th – 18th, and the first part of the 19th, Dividend Periods)
0% or less	5	%	7	%
More than 0%, but less than 2.5%	5	%	5	%
2.5% or more, but less than 5%	4	%	4	%
5% or more, but less than 7.5%	3	%	3	%
7.5% or more, but less than 10%	2	%	2	%
10% or more	1	%	1	%

(iv) If the Issuer consummates a Business Combination, a purchase of loans or a purchase of participations in loans and the Designated Preferred Stock remains outstanding thereafter, then the Baseline shall thereafter be the “Quarter-End Adjusted Small Business Lending Baseline” set forth on the Quarterly Supplemental Report (as defined in the Definitive Agreement).

(b) Payment . Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, non-cumulative cash dividends with respect to:

(i) each Dividend Period (other than the Initial Dividend Period) at a rate equal to one-fourth (¼) of the Applicable Dividend Rate with respect to each Dividend Period on the Liquidation Amount per share of Designated Preferred Stock, and no more, payable quarterly in arrears on each Dividend Payment Date; and

(ii) the Initial Dividend Period, on the first such Dividend Payment Date to occur at least twenty (20) calendar days after the Original Issue Date, an amount equal to (A) the Applicable Dividend Rate with respect to the Initial Dividend Period multiplied by (B) the number of days from the Original Issue Date to the last day of the Initial Dividend Period (inclusive) divided by 360.

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In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. For avoidance of doubt, “payable quarterly in arrears” means that, with respect to any particular Dividend Period, dividends begin accruing on the first day of such Dividend Period and are payable on the first day of the next Dividend Period.

The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of four 90-day quarters, and actual days elapsed over a 90-day quarter.

Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day.

Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designation).

(c) Non-Cumulative . Dividends on shares of Designated Preferred Stock shall be non-cumulative. If the Board of Directors or any duly authorized committee of the Board of Directors does not declare a dividend on the Designated Preferred Stock in respect of any Dividend Period:

(i) the holders of Designated Preferred Stock shall have no right to receive any dividend for such Dividend Period, and the Issuer shall have no obligation to pay a dividend for such Dividend Period, whether or not dividends are declared for any subsequent Dividend Period with respect to the Designated Preferred Stock; and

(ii) the Issuer shall, within five (5) calendar days, deliver to the holders of the Designated Preferred Stock a written notice executed by the Chief Executive Officer and the Chief Financial Officer of the Issuer stating the Board of Directors’ rationale for not declaring dividends.

(d) Priority of Dividends; Restrictions on Dividends .

(i) Subject to Sections 3(d)(ii), (iii) and (v) and any restrictions imposed by the Appropriate Federal Banking Agency or, if applicable, the Issuer’s state bank supervisor (as defined in Section 3(r) of the Federal Deposit Insurance Act (12 U.S.C. § 1813(q)), so long as any share of Designated Preferred Stock remains outstanding, the Issuer may declare and pay dividends on the Common Stock, any other shares of Junior Stock, or Parity Stock, in each case only if (A) after giving effect to such dividend the Issuer’s Tier 1 capital would be at least equal to the Tier 1 Dividend Threshold , and (B) full dividends on all outstanding shares of Designated Preferred Stock for the most recently completed Dividend Period have been or are contemporaneously declared and paid.

(ii) If a dividend is not declared and paid in full on the Designated Preferred Stock in respect of any Dividend Period, then from the last day of such Dividend Period until the last day of the third (3rd) Dividend Period immediately following it, no dividend or distribution shall be declared or paid on the Common Stock or any other shares of Junior Stock (other than dividends payable solely in shares of Common Stock) or Parity Stock; provided, however , that in any such Dividend Period in which a dividend is declared and paid on the Designated Preferred Stock, dividends may be paid on Parity Stock to the extent necessary to avoid any material breach of a covenant by which the Issuer is bound.

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(iii) When dividends have not been declared and paid in full for an aggregate of four (4) Dividend Periods or more, and during such time the Issuer was not subject to a regulatory determination that prohibits the declaration and payment of dividends, the Issuer shall, within five (5) calendar days of each missed payment, deliver to the holders of the Designated Preferred Stock a certificate executed by at least a majority of the Board of Directors stating that the Board of Directors used its best efforts to declare and pay such dividends in a manner consistent with (A) safe and sound banking practices and (B) the directors’ fiduciary obligations.

(iv) Subject to the foregoing and Section 3(e) below and not otherwise, such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and holders of Designated Preferred Stock shall not be entitled to participate in any such dividends.

(v) If the Issuer is not Publicly-Traded, then after the tenth (10th) anniversary of the Signing Date, so long as any share of Designated Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock or any other shares of Junior Stock (other than dividends payable solely in shares of Common Stock) or Parity Stock.

(e) Special Lending Incentive Fee Related to CPP . If Treasury held Previously Acquired Preferred Shares immediately prior to the Original Issue Date and the Issuer did not apply to Treasury to redeem such Previously Acquired Preferred Shares prior to December 16, 2010, and if the Issuer’s Supplemental Report with respect to the ninth (9th) Dividend Period reflects an amount of Qualified Small Business Lending that is less than or equal to the Baseline (or if the Issuer fails to timely file a Supplemental Report with respect to the ninth (9th) Dividend Period), then beginning on [_N/A ](3) and on all Dividend Payment Dates thereafter ending on [ N/A ],(4) the Issuer shall pay to the Holders of Designated Preferred Stock, on each share of Designated Preferred Stock, but only out of assets legally available therefor, a fee equal to 0.5% of the Liquidation Amount per share of Designated Preferred Stock (“ CPP Lending Incentive Fee ”). All references in Section 3(d) to “dividends” on the Designated Preferred Stock shall be deemed to include the CPP Lending Incentive Fee.

(3) Insert Dividend Payment Date immediately following the fifth anniversary of the closing of the Issuer’s CPP investment.

(4) Insert Dividend Payment Date immediately following four and one-half years after the Closing Date.

Section 4. Liquidation Rights .

(a) Voluntary or Involuntary Liquidation . In the event of any liquidation, dissolution or winding up of the affairs of the Issuer, whether voluntary or involuntary, holders of Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred Stock, out of the assets of the Issuer or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Issuer, subject to the rights of any creditors of the Issuer, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Issuer ranking junior to Designated Preferred Stock as to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount per share and (ii) the amount of any accrued and unpaid dividends on each such share (such amounts collectively, the “ Liquidation Preference ”).

(b) Partial Payment . If in any distribution described in Section 4(a) above the assets of the Issuer or proceeds thereof are not sufficient to pay in full the amounts payable with respect to all outstanding shares of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such distribution, holders of Designated Preferred Stock and the holders of such other stock shall share ratably in any such distribution in proportion to the full respective distributions to which they are entitled.

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(c) Residual Distributions . If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights and preferences.

(d) Merger, Consolidation and Sale of Assets Is Not Liquidation . For purposes of this Section 4, the merger or consolidation of the Issuer with any other corporation or other entity, including a merger or consolidation in which the holders of Designated Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Issuer, shall not constitute a liquidation, dissolution or winding up of the Issuer.

Section 5. Redemption .

(a) Optional Redemption .

(i) Subject to the other provisions of this Section 5:

(1) The Issuer, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, out of funds legally available therefor, the shares of Designated Preferred Stock at the time outstanding; and

(2) If, after the Signing Date, there is a change in law that modifies the terms of Treasury’s investment in the Designated Preferred Stock or the terms of Treasury’s Small Business Lending Fund program in a materially adverse respect for the Issuer, the Issuer may, after consultation with the Appropriate Federal Banking Agency, redeem all of the shares of Designated Preferred Stock at the time outstanding.

(ii) The per-share redemption price for shares of Designated Preferred Stock shall be equal to the sum of:

(1) the Liquidation Amount per share,

(2) the per-share amount of any unpaid dividends for the then current Dividend Period at the Applicable Dividend Rate to, but excluding, the date fixed for redemption (regardless of whether any dividends are actually declared for that Dividend Period; and

(3) the pro rata amount of CPP Lending Incentive Fees for the current Dividend Period.

The redemption price for any shares of Designated Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent. Any declared but unpaid dividends for the then current Dividend Period payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in Section 3 above.

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(b) No Sinking Fund . The Designated Preferred Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of Designated Preferred Stock will have no right to require redemption or repurchase of any shares of Designated Preferred Stock.

(c) Notice of Redemption . Notice of every redemption of shares of Designated Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Issuer. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Designated Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Designated Preferred Stock. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Designated Preferred Stock at such time and in any manner permitted by such facility. Each notice of redemption given to a holder shall state: (1) the redemption date; (2) the number of shares of Designated Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price.

(d) Partial Redemption . In case of any redemption of part of the shares of Designated Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or in such other manner as the Board of Directors or a duly authorized committee thereof may determine to be fair and equitable, but in any event the shares to be redeemed shall not be less than the Minimum Amount. Subject to the provisions hereof, the Board of Directors or a duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Designated Preferred Stock shall be redeemed from time to time, subject to the approval of the Appropriate Federal Banking Agency. If fewer than all the shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge to the holder thereof.

(e) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been deposited by the Issuer, in trust for the pro rata benefit of the holders of the shares called for redemption, with a bank or trust company doing business in the Borough of Manhattan, The City of New York, and having a capital and surplus of at least $500 million and selected by the Board of Directors, so as to be and continue to be available solely therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company, without interest. Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Issuer, after which time the holders of the shares so called for redemption shall look only to the Issuer for payment of the redemption price of such shares.

(f) Status of Redeemed Shares . Shares of Designated Preferred Stock that are redeemed, repurchased or otherwise acquired by the Issuer shall revert to authorized but unissued shares of Preferred Stock ( provided that any such cancelled shares of Designated Preferred Stock may be reissued only as shares of any series of Preferred Stock other than Designated Preferred Stock).

Section 6. Conversion . Holders of Designated Preferred Stock shares shall have no right to exchange or convert such shares into any other securities.

Section 7. Voting Rights .

(a) General . The holders of Designated Preferred Stock shall not have any voting rights except as set forth below or as otherwise from time to time required by law.

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(b) Board Observation Rights . Whenever, at any time or times, dividends on the shares of Designated Preferred Stock have not been declared and paid in full within five (5) Business Days after each Dividend Payment Date for an aggregate of five (5) Dividend Periods or more, whether or not consecutive, the Issuer shall invite a representative selected by the holders of a majority of the outstanding shares of Designated Preferred Stock, voting as a single class, to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors in connection with such meetings; provided , that the holders of the Designated Preferred Stock shall not be obligated to select such a representative, nor shall such representative, if selected, be obligated to attend any meeting to which he/she is invited. The rights of the holders of the Designated Preferred Stock set forth in this Section 7(b) shall terminate when full dividends have been timely paid on the Designated Preferred Stock for at least four consecutive Dividend Periods, subject to revesting in the event of each and every subsequent default of the character above mentioned.

(c) Preferred Stock Directors . Whenever, at any time or times, (i) dividends on the shares of Designated Preferred Stock have not been declared and paid in full within five (5) Business Days after each Dividend Payment Date for an aggregate of six (6) Dividend Periods or more, whether or not consecutive, and (ii) the aggregate liquidation preference of the then-outstanding shares of Designated Preferred Stock is greater than or equal to $25,000,000, the authorized number of directors of the Issuer shall automatically be increased by two and the holders of the Designated Preferred Stock, voting as a single class, shall have the right, but not the obligation, to elect two directors (hereinafter the “ Preferred Directors ” and each a “ Preferred Director ”) to fill such newly created directorships at the Issuer’s next annual meeting of stockholders (or, if the next annual meeting is not yet scheduled or is scheduled to occur more than thirty days later, the President of the Company shall promptly call a special meeting for that purpose) and at each subsequent annual meeting of stockholders until full dividends have been timely paid on the Designated Preferred Stock for at least four consecutive Dividend Periods, at which time such right shall terminate with respect to the Designated Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned; provided that it shall be a qualification for election for any Preferred Director that the election of such Preferred Director shall not cause the Issuer to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Issuer may then be listed or traded that listed or traded companies must have a majority of independent directors. Upon any termination of the right of the holders of shares of Designated Preferred Stock to vote for directors as provided above, the Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Preferred Directors elected pursuant hereto. Any Preferred Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the holders a majority of the shares of Designated Preferred Stock at the time outstanding voting separately as a class. If the office of any Preferred Director becomes vacant for any reason other than removal from office as aforesaid, the holders of a majority of the outstanding shares of Designated Preferred Stock, voting as a single class, may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

(d) Class Voting Rights as to Particular Matters . So long as any shares of Designated Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by the Charter, the written consent of (x) Treasury if Treasury holds any shares of Designated Preferred Stock, or (y) the holders of a majority of the outstanding shares of Designated Preferred Stock, voting as a single class, if Treasury does not hold any shares of Designated Preferred Stock, shall be necessary for effecting or validating:

(i) Authorization of Senior Stock . Any amendment or alteration of the Certificate of Designation for the Designated Preferred Stock or the Charter to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of capital stock of the Issuer ranking senior to Designated Preferred Stock with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the Issuer;

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(ii) Amendment of Designated Preferred Stock . Any amendment, alteration or repeal of any provision of the Certificate of Designation for the Designated Preferred Stock or the Charter (including, unless no vote on such merger or consolidation is required by Section 7(d)(iii) below, any amendment, alteration or repeal by means of a merger, consolidation or otherwise) so as to adversely affect the rights, preferences, privileges or voting powers of the Designated Preferred Stock;

(iii) Share Exchanges, Reclassifications, Mergers and Consolidations . Subject to Section 7(d)(v) below, any consummation of a binding share exchange or reclassification involving the Designated Preferred Stock, or of a merger or consolidation of the Issuer with another corporation or other entity, unless in each case (x) the shares of Designated Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the Issuer is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof that are the same as the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Designated Preferred Stock immediately prior to such consummation, taken as a whole; provided , that in all cases, the obligations of the Issuer are assumed (by operation of law or by express written assumption) by the resulting entity or its ultimate parent;

(iv) Certain Asset Sales . Any sale of all, substantially all, or any material portion of, the assets of the Company, if the Designated Preferred Stock will not be redeemed in full contemporaneously with the consummation of such sale; and

(v) Holding Company Transactions . Any consummation of a Holding Company Transaction, unless as a result of the Holding Company Transaction each share of Designated Preferred Stock shall be converted into or exchanged for one share with an equal liquidation preference of preference securities of the Issuer or the Acquiror (the “ Holding Company Preferred Stock ”). Any such Holding Company Preferred Stock shall entitle holders thereof to dividends from the date of issuance of such Holding Company Preferred Stock on terms that are equivalent to the terms set forth herein, and shall have such other rights, preferences, privileges and voting powers, and limitations and restrictions thereof that are the same as the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Designated Preferred Stock immediately prior to such conversion or exchange, taken as a whole;

provided , however , that for all purposes of this Section 7(d), any increase in the amount of the authorized Preferred Stock, including any increase in the authorized amount of Designated Preferred Stock necessary to satisfy preemptive or similar rights granted by the Issuer to other persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other series of Preferred Stock, ranking equally with and/or junior to Designated Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of the Issuer will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the holders of outstanding shares of the Designated Preferred Stock.

(e) Changes after Provision for Redemption . No vote or consent of the holders of Designated Preferred Stock shall be required pursuant to Section 7(d) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such Section, all outstanding shares of the Designated Preferred Stock shall have been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall have been deposited in trust for such redemption, in each case pursuant to Section 5 above.

(f) Procedures for Voting and Consents . The rules and procedures for calling and conducting any meeting of the holders of Designated Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules of the Board of

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Directors or any duly authorized committee of the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Charter, the Bylaws, and applicable law and the rules of any national securities exchange or other trading facility on which Designated Preferred Stock is listed or traded at the time.

Section 8. Restriction on Redemptions and Repurchases .

(a) Subject to Sections 8(b) and (c), so long as any share of Designated Preferred Stock remains outstanding, the Issuer may repurchase or redeem any shares of Capital Stock (as defined below), in each case only if (i) after giving effect to such dividend, repurchase or redemption, the Issuer’s Tier 1 capital would be at least equal to the Tier 1 Dividend Threshold and (ii) dividends on all outstanding shares of Designated Preferred Stock for the most recently completed Dividend Period have been or are contemporaneously declared and paid (or have been declared and a sum sufficient for the payment thereof has been set aside for the benefit of the holders of shares of Designated Preferred Stock on the applicable record date).

(b) If a dividend is not declared and paid on the Designated Preferred Stock in respect of any Dividend Period, then from the last day of such Dividend Period until the last day of the third (3rd) Dividend Period immediately following it, neither the Issuer nor any Issuer Subsidiary shall, redeem, purchase or acquire any shares of Common Stock, Junior Stock, Parity Stock or other capital stock or other equity securities of any kind of the Issuer or any Issuer Subsidiary, or any trust preferred securities issued by the Issuer or any Affiliate of the Issuer (“Capital Stock”), (other than (i) redemptions, purchases, repurchases or other acquisitions of the Designated Preferred Stock and (ii) repurchases of Junior Stock or Common Stock in connection with the administration of any employee benefit plan in the ordinary course of business (including purchases to offset any Share Dilution Amount pursuant to a publicly announced repurchase plan) and consistent with past practice; provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount, (iii) the acquisition by the Issuer or any of the Issuer Subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Issuer or any other Issuer Subsidiary), including as trustees or custodians, (iv) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock or trust preferred securities for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case set forth in this clause (iv), solely to the extent required pursuant to binding contractual agreements entered into prior to the Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock, (v) redemptions of securities held by the Issuer or any wholly-owned Issuer Subsidiary or (vi) redemptions, purchases or other acquisitions of capital stock or other equity securities of any kind of any Issuer Subsidiary required pursuant to binding contractual agreements entered into prior to (x) if Treasury held Previously Acquired Preferred Shares immediately prior to the Original Issue Date, the original issue date of such Previously Acquired Preferred Shares, or (y) otherwise, the Signing Date).

(c) If the Issuer is not Publicly-Traded, then after the tenth (10th) anniversary of the Signing Date, so long as any share of Designated Preferred Stock remains outstanding, no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Issuer or any of its subsidiaries.

Section 9. No Preemptive Rights . No share of Designated Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Issuer, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

Section 10. References to Line Items of Supplemental Reports . If Treasury modifies the form of Supplemental Report, pursuant to its rights under the Definitive Agreement, and any such modification includes a change to the caption or number of any line item on the Supplemental Report, then any reference herein to such line item shall thereafter be a reference to such re-captioned or re-numbered line item.

Section 11. Record Holders . To the fullest extent permitted by applicable law, the Issuer and the transfer agent for Designated Preferred Stock may deem and treat the record holder of any share of Designated Preferred

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Stock as the true and lawful owner thereof for all purposes, and neither the Issuer nor such transfer agent shall be affected by any notice to the contrary.

Section 12. Notices . All notices or communications in respect of Designated Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designation, in the Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Company or any similar facility, such notices may be given to the holders of Designated Preferred Stock in any manner permitted by such facility.

Section 13. Replacement Certificates . The Issuer shall replace any mutilated certificate at the holder’s expense upon surrender of that certificate to the Issuer. The Issuer shall replace certificates that become destroyed, stolen or lost at the holder’s expense upon delivery to the Issuer of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be reasonably required by the Issuer.

Section 14. Other Rights . The shares of Designated Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Charter or as provided by applicable law.

A- 14

I, Natalie E. Tennant, Secretary of State of the

State of West Virginia, hereby certify that

Articles of Amendment to the Articles of Incorporation of

MVB FINANCIAL CORP.

are filed in my office as required by the provisions of West Virginia Code are found to conform to law. Therefore, I issue this

CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION

_PIC99

Given under my hand and the
Great Seal of the State of
West Virginia on this day of
May 22, 2013

Natalie E. Tennant
Secretary of State

ARTICLES OF AMENDMENT

ARTICLES OF INCORPORATION

MVB FINANCIAL CORP.

Pursuant to Section 1006, Article 10, Chapter 31D of the Code of West Virginia, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST: The name of the corporation is MVB Financial Corp.

SECOND: The following amendment to the Articles of Incorporation was adopted by the requisite vote of the shareholders of the corporation.

THIRD: The date of the adoption was May 21, 2013.

FOURTH: The following amendment to the Articles of Incorporation was adopted by the shareholder of the corporation in the manner prescribed by law:

RESOLVED, that the first paragraph of Article V of the Articles of Incorporation of this corporation be, and the same hereby is, amended to read as follows:

The amount of the total authorized capital stock of said corporation shall be eighteen million five hundred thousand dollars ($18,500,000), which shall be divided into ten million (10,000,000) shares of Common Stock with a value of $1.00 per share, and eight thousand five hundred (8,500) shares of Preferred Stock with a par value of $1,000 per share (“Preferred Stock”).

FIFTH: Contract name and number of person to reach in case of problem with filing:

Name:	Charles D. Dunbar, Esq.
Phone:	(304) 340-1196

SIXTH: Signature of person executing document:

/s/ Larry F. Mazza		CEO
Signature		Capacity in which he/she is signing

_PIC181

I, Natalie E. Tennant, Secretary of State of the
State of West Virginia, hereby certify that

by the provisions of the West Virginia Code, Articles of Merger were received and filed,

MERGING BANK COMPLIANCE SOLUTIONS, INC., A QUALIFIED WV ORGANIZATION, MVB- EAST, INC., A QUALIFIED WV ORGANIZATION, MVB-CENTRAL, INC., A QUALIFIED WV ORGANIZATION, WITH AND INTO MVB FINANCIAL CORP, A QUALIFIED WV ORGANIZATION.

Therefore, I hereby issue this

CERTIFICATE OF MERGER

_PIC183

Given under my hand and the
Great Seal of the State of
West Virginia on this day of
December 20, 2013

Natalie E. Tennant

Secretary of State

(For merger of parent and subsidiary corporations)

ARTICLES OF MERGER
OF SUBSIDIARY CORPORATIONS
INTO PARENT CORPORATION

Pursuant to the provisions of Section 31D-11-1105 and 31D-11-1106 of the West Virginia Corporation Act, the undersigned corporations adopt the following Articles of Merger:

FIRST: The names of the parties to the merger are MVB-Central, Inc., MVB — East, Inc., Bank Compliance Solutions, Inc. (collectively, the “Subsidiaries”), and MVB Financial Corp. (the “Survivor”), all of which are West Virginia corporations. MVB Financial Corp. shall be the surviving corporation.

SECOND: MVB Financial Corp., the surviving corporation, owns at least ninety percent (90%) of the voting power of each class and series of the outstanding shares of each of the three Subsidiaries.

THIRD: The merger shall be effective on December 31, 2013 at 11:50 p.m. Eastern Standard Time.

FOURTH: The Plan of Merger did not require approval of the shareholders of the Subsidiaries or the Survivor.

FIFTH: The Plan of Merger and the performance of its terms were duly authorized by all action required under the laws of the State of West Virginia and by the respective Articles of Incorporation of the Survivor and the Subsidiaries.

[ATTESTATION AND SIGNATURES APPEAR ON NEXT PAGE;
REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY]

IN WITNESS WHEREOF, the undersigned have executed these Articles of Merger as of this 1 9 th day of December, 2013.

	MVB FINANCIAL COR P .


	By:	/s/ Larry F. Mazza
		Name: Larry F. Mazza
		Title: Chief Executive Officer

	MVB-CENTRAL, INC.


	By:	/s/ John T. Schirripa
		Name: John T. Schirripa
		Title: President & Chief Executive Officer

	MVB – EAST, INC.


	By:	/s/ Larry F. Mazza
		Name: Larry F. Mazza
		Title: President & Chief Executive Officer

	BANK COMPLIANCE SOLUIONS, INC.


	By:	/s/ Larry F. Mazza
		Name: Larry F. Mazza
		Title: Chief Executive Officer

PLAN OF MERGER

The following is the Plan of Merger for merging MVB-Central, Inc. into MVB Financial Corp. and for merging MVB — East, Inc. into MVB Financial Corp. and for merging Bank Compliance Solutions, Inc. into MVB Financial Corp., all as approved by resolution of the Board of Directors of MVB Financial Corp.

Merger of MVB-Central, Inc.

1. MVB Financial Corp. is a business corporation organized and existing under the laws of the State of West Virginia.

2. MVB Financial Corp. is the parent corporation and the owner of all of the outstanding shares of MVB-Central, Inc., a business corporation organized and existing under the laws of the State of West Virginia and a wholly owned subsidiary of MVB Financial Corp.

3. The Board of Directors of MVB Financial Corp. has determined that the merger of MVB-Central, Inc. with and into MVB Financial Corp. upon the terms and conditions herein provided has a valid business purpose, is advisable, and is in the best interests of MVB Financial Corp. and MVB-Central, Inc.

4. The Board of Directors of MVB Financial Corp. has approved this Plan of Merger. Pursuant to section 31D-11-1105(a) of the West Virginia Code, the approval of this Plan of Merger by the Board of Directors or shareholders of MVB-Central, Inc. is not required. Pursuant to section 31D-11-1104(7) of the West Virginia Code, the approval of this Plan of Merger by the shareholders of MVB Financial Corp. is not required.

5. MVB-Central, Inc. shall be merged with and into MVB Financial Corp. pursuant to the provisions of section 31D-11-1105 of the West Virginia Code.

6. The merger of MVB-Central, Inc. with and into MVB Financial Corp. shall become effective at 11:50 p.m., Eastern Standard Time, on December 31, 2013 or such later date and time at which the appropriate articles of merger required to be filed with the secretary of state of the State of West Virginia are filed.

7. The separate existence of MVB-Central, Inc. shall cease at the effective date and time of the merger pursuant to the provisions of section 31D-11-1107(a)(2) of the West Virginia Code; and MVB Financial Corp. shall continue its existence as the surviving corporation pursuant to the provisions of section 31D-11-1107(a)(1) of the West Virginia Code.

8. Upon the effective date and time of the merger MVB Financial Corp., as the surviving corporation, (i) shall continue to possess all of its assets, rights, powers, and property as constituted immediately prior to the effective date and time of the merger, (ii) shall be subject to all actions previously taken by its and MVB-Central, Inc.’s Boards of Directors, (iii) shall succeed,

without other transfer, to all of the assets, rights, powers, and property of MVB-Central, Inc. in the manner more fully set forth in sections 31D-11-1107(a)(3) and (4) of the West Virginia Code,(iv) shall continue to be subject to all of the debts, liabilities, and obligations of MVB Financial Corp. as constituted immediately prior to the effective date and time of the merger, and (v) shall succeed, without other transfer, to all of the debts, liabilities, and obligations of MVB-Central, Inc. in the same manner as if MVB Financial Corp. had itself incurred them, as more fully provided under the applicable provisions of section 31D-11-1107(a)(5) of the West Virginia Code.

9. The issued shares of capital stock of MVB-Central, Inc. shall not be converted in any manner, but each said share which is issued as of the effective time and date of the merger shall be canceled, extinguished, or retired.

Merger of MVB — East, Inc.

10. MVB Financial Corp. is the parent corporation and the owner of all of the outstanding shares of MVB – East, Inc., a business corporation organized and existing under the laws of the State of West Virginia and a wholly owned subsidiary of MVB Financial Corp.

11. The Board of Directors of MVB Financial Corp. has determined that the merger of MVB - East, Inc. with and into MVB Financial Corp. upon the terms and conditions herein provided has a valid business purpose, is advisable, and is in the best interests of MVB Financial Corp. and MVB – East, Inc.

12. The Board of Directors of MVB Financial Corp. has approved this Plan of Merger.Pursuant to section 31D-11-1105(a) of the West Virginia Code, the approval of this Plan of Merger by the Board of Directors or shareholders of MVB — East, Inc. is not required. Pursuant to section 31D-11-1104(7) of the West Virginia Code, the approval of this Plan of Merger by the shareholders of MVB Financial Corp. is not required.

13. MVB — East, Inc. shall be merged with and into MVB Financial Corp. pursuant to the provisions of section 31D-11-1105 of the West Virginia Code.

14. The merger of MVB — East, Inc. with and into MVB Financial Corp. shall become effective at 11:50 p.m., Eastern Standard Time, on December 31, 2013 or such later date and time at which the appropriate articles of merger required to be filed with the secretary of state of the State of West Virginia are filed.

15. The separate existence of MVB — East, Inc. shall cease at the effective date and time of the merger pursuant to the provisions of section 31D-11-1107(a)(2) of the West Virginia Code; and MVB Financial Corp. shall continue its existence as the surviving corporation pursuant to the provisions of section 31D-11-1107(a)(1) of the West Virginia Code.

16. Upon the effective date and time of the merger MVB Financial Corp., as the surviving corporation, (i) shall continue to possess all of its assets, rights, powers, and property as constituted immediately prior to the effective date and time of the merger, (ii) shall be subject to all actions previously taken by its and MVB — East, Inc.’s Boards of Directors, (iii) shall succeed, without other transfer, to all of the assets, rights, powers, and property of MVB — East, Inc. in the manner more fully set forth in sections 31D-11-1107(a)(3) and (4) of the West Virginia Code, (iv) shall continue to be subject to all of the debts, liabilities, and obligations of MVB Financial Corp. as constituted immediately prior to the effective date and time of the merger, and (v) shall succeed, without other transfer, to all of the debts, liabilities, and obligations of MVB — East, Inc. in the same manner as if MVB Financial Corp. had itself incurred them, as more fully provided under the applicable provisions of section 31D-11-1107(a)(5) of the West Virginia Code.

17. The issued shares of capital stock of MVB — East, Inc. shall not be converted in any manner, but each said share which is issued as of the effective time and date of the merger shall be canceled, extinguished, or retired.

Merger of Bank Compliance Solutions, Inc.

18. MVB Financial Corp. is the parent corporation and the owner of all of the outstanding shares of Bank Compliance Solutions, Inc., a business corporation organized and existing under the laws of the State of West Virginia and a wholly owned subsidiary of MVB Financial Corp.

19. The Board of Directors of MVB Financial Corp. has determined that the merger of Bank Compliance Solutions, Inc. with and into MVB Financial Corp . upon the terms and conditions herein provided has a valid business purpose, is advisable, and is in the best interests of MVB Financial Corp. and Bank Compliance Solutions, Inc.

20. The Board of Directors of MVB Financial Corp. has approved this Plan of Merger. Pursuant to section 31D-11-1105(a) of the West Virginia Code, the approval of this Plan of Merger by the Board of Directors or shareholders of Bank Compliance Solutions, Inc. is not required. Pursuant to section 31D-11-1104(7) of the West Virginia Code, the approval of this Plan of Merger by the shareholders of MVB Financial Corp. is not required.

21. Bank Compliance Solutions, Inc. shall be merged with and into MVB Financial Corp. pursuant to the provisions of section 31D-11-1105 of the West Virginia Code.

22. The merger of Bank Compliance Solutions, Inc. with and into MVB Financial Corp. shall become effective at 11:50 p.m., Eastern Standard Time, on December 31, 2013 or such later date and time at which the appropriate articles of merger required to be filed with the secretary of state of the State of West Virginia are filed.

23. The separate existence of Bank Compliance Solutions, Inc. shall cease at the effective date and time of the merger pursuant to the provisions of section 31D-11-1107(a)(2) of the West Virginia Code; and MVB Financial Corp. shall continue its existence as the surviving corporation pursuant to the provisions of section 31D-11-1107(a)(1) of the West Virginia Code.

24. Upon the effective date and time of the merger MVB Financial Corp., as the surviving corporation, (i) shall continue to possess all of its assets, rights, powers, and property as constituted immediately prior to the effective date and time of the merger, (ii) shall be subject to all actions previously taken by its and Bank Compliance Solutions, Inc.’s Boards of Directors, (iii) shall succeed, without other transfer, to all of the assets, rights, powers, and property of Bank Compliance Solutions, Inc. in the manner more fully set forth in sections 31D-11-1107(a)(3) and (4) of the West Virginia Code, (iv) shall continue to be subject to all of the debts, liabilities, and obligations of MVB Financial Corp. as constituted immediately prior to the effective date and time of the merger, and (v) shall succeed, without other transfer, to all of the debts, liabilities, and obligations of Bank Compliance Solutions, Inc. in the same manner as if MVB Financial Corp. had itself incurred them, as more fully provided under the applicable provisions of section 31D-11-1107(a)(5) of the West Virginia Code.

25. The issued shares of capital stock of Bank Compliance Solutions, Inc. shall not be converted in any manner, but each said share which is issued as of the effective time and date of the merger shall be canceled, extinguished, or retired.

General Provisions

26. This Plan of Merger may be terminated and abandoned by the Board of Directors of MVB Financial Corp. at any time prior to the effective date and time of the mergers provided for herein. In the event of such termination and abandonment, this Plan of Merger shall be void and have no effect, without any liability on the part of any party to any of the mergers provided for herein, their shareholders, directors, or officers.

27. The Boards of Directors of MVB Financial Corp. may amend this Plan of Merger at any time prior to the filing of articles of merger with the secretary of state with respect to the mergers provided for herein.

28. The Board of Directors and the proper officers of MVB Financial Corp. and the Board of Directors and the proper officers of each of MVB-Central, Inc. MVB — East, Inc., and Bank Compliance Solutions, Inc. are hereby authorized, empowered, and directed to do any and all acts and things, and to make, execute, deliver, file, and record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Plan of Merger or of the mergers herein provided for.

29. MVB Financial Corp. hereby waives the requirement of notice set forth in section 31D-11-1105(b) of the West Virginia Code with respect to each of the mergers provided for by this Plan of Merger.

30. This Plan of Merger shall in all respects be construed and interpreted in accordance with and governed by the laws of the State of West Virginia.

Executed as of the 19 th day of December, 2013.

	MVB FINANCIAL CORP.


	/s/ Larry F. Mazza
	Name: Larry F. Mazza
	Title: Chief Executive Officer

	MVB -CENTRAL., INC .


	/s/ John T. Schirripa
	Name: John T. Schirripa
	Title: President & Chief Executive Officer

	MVB – EAST, INC.


	/s/ Larry F. Mazza
	Name: Larry F. Mazza
	Title: President & Chief Executive Officer

	BANK COMPLIANCE SOLUTIONS, INC.


	/s/ Larry F. Mazza
	Name: Larry F. Mazza
	Title: Chief Executive Officer

_PIC98

I, Natalie E. Tennant, Secretary of State of the

State of West Virginia, hereby certify that

Articles of Amendment to the Articles of Incorporation of

MVB FINANCIAL CORP.

are filed in my office as required by the provisions of West Virginia Code are found to conform to law. Therefore, I issue this

CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION

_PIC99

Given under my hand and the
Great Seal of the State of
West Virginia on this day of
March 21, 2014

Natalie E. Tennant

Secretary of State

ARTICLES OF AMENDMENT

ARTICLES OF INCORPORATION

MVB FINANCIAL CORP.

Pursuant to Section 1006, Article 10, Chapter 31D of the Code of West Virginia, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

FIRST: The name of the corporation is MVB Financial Corp.

SECOND: The following amendments to the Articles of Incorporation were adopted by the requisite vote of the shareholders of the corporation.

THIRD: The date of the adoption was February 11, 2014.

FOURTH: The following amendments to the Articles of Incorporation were adopted by the shareholders of the corporation in the manner prescribed by law:

RESOLVED , that the first paragraph of Article V of the Articles of Incorporation be amended to read, in its entirety, as follows:

ARTICLE V

The amount of the total authorized capital stock of said corporation shall be sixty million dollars ($60,000,000), which shall be divided into twenty million (20,000,000) shares of Common Stock with a value of $1.00 each per share, twenty million (20,000,000) shares of Class A Common Stock, par value $1.00 per share (“Class A Common Stock”); and twenty thousand (20,000) shares of Preferred Stock with a par value of $1,000 per share (“Preferred Stock”).

FURTHER RESOLVED , that the following be added to the end of Article V of the Articles of Incorporation:

Class A Common Stock shall be ranked junior to any Preferred Stock issued and outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Corporation. The voting powers, designations, preferences, limitations, restrictions and relative rights of the Class A Common Stock are as follows:

A. Issuance in Series . Class A Common Stock may be issued from time to time in one or more series. All shares of Class A Common Stock shall be of equal rank and shall be identical, except in respect of the particulars that are fixed in the Articles of Incorporation or may be fixed by the Board of Directors as hereinafter provided pursuant to authority which is hereby expressly vested in the Board of Directors; and each share of Class A Common Stock, whether of the same or a different series, shall be identical in all respects with the other shares of Class A Common Stock, except as to the following relative rights and preferences, as to which there may be variations between different series:

(i) the rate of dividends;

(ii) whether shares may be redeemed and, if so, the redemption price and the terms and conditions of redemption;

(iii) whether shares may be converted to Common Stock and if so, the terms and conditions of conversion;

(iv) the amount payable upon shares in event of voluntary and involuntary liquidation;

(v) sinking fund provisions, if any, for the redemption or purchase of shares;

(vi) the terms and conditions, if any, on which shares may be converted; and

(vii) voting rights, if any.

The Board of Directors of the corporation shall have all of the power and authority with respect to the shares of Class A Common Stock that the shareholders may delegate to the Board of Directors pursuant to the terms and provisions of Chapter 31D, Article 6, Sections 601 and 602 of the Code of West Virginia, as amended, and shall exercise such power and authority by the adoption of a resolution or resolutions as prescribed by law.

B. Dividends . The holders of the Class A Common Stock shall be entitled to receive, when and as declared by the Board of Directors, out of any funds legally available therefor, preferential dividends in cash, in the amounts or at the rate per annum fixed for such series, and no more. Dividends on shares of the Class A Common Stock shall be payable as determined by the Board of Directors.

C. Dividend Restriction on Junior Stock . So long as any shares of Class A Common Stock are outstanding, the corporation shall not pay or declare any cash dividends whatsoever on the Common Stock or any other class of stock ranking junior to the Class A Common Stock unless (i) any dividends payable on the Class A Common Stock of all series shall have been paid and (ii) there shall exist no default in respect of any sinking fund or purchase fund for the redemption or purchase of shares of Class A Common Stock of any series or such default shall have been waived by the holders of at least a majority of the then issued and outstanding shares of Class A Common Stock of such series by a vote at a meeting called for such purpose or by written waiver with or without a meeting.

liquidation, the holders of the Class A Common Stock shall be entitled to be paid in full, in the event of a voluntary or involuntary liquidation, dissolution or winding up, the respective amounts fixed for such series, plus in each case a sum equal to declared and unpaid dividends thereon to the date of payment thereof. After such payment shall have been made in full to the holders of the Class A Common Stock, the remaining assets and funds of the corporation shall be distributed among the holders of the stock of the corporation ranking junior to the Class A Common Stock in respect of dividends or distribution of assets upon liquidation according to their respective rights and preferences and in each case according to their respective shares. In the event that the assets of the corporation available for distribution to holders of Class A Common Stock shall not be sufficient to make the payment herein required to be made in full, such assets shall be distributed to the holders of the respective shares of Class A Common Stock pro rata in proportion to the amounts payable upon such share thereof.

E. Status of Shares Redeemed or Retired . Class A Common Stock redeemed or otherwise retired by the corporation shall, upon the filing of such statement as may be required by law, assume the status of authorized but unissued Class A Common

Stock and may thereafter be reissued in the same manner as other authorized but unissued Class A Common Stock.

F. Amendments . Subject to such requirements as may be prescribed by law or as may be expressly set forth in the foregoing provisions of this Article V or in any amendment to these Articles establishing and designating a series of shares of Class A Common Stock, any of the foregoing terms and provisions of this Article V may be altered, amended or repealed or the application thereof suspended or waived in any particular case and changes in any of the designations, preferences, limitations and relative rights of the Class A Common Stock may be made with the affirmative vote, at a meeting called for that purpose, or the written consent with or without a meeting, of the holders of at least a majority of the then issued and outstanding shares of Class A Stock voting at the meeting in person or by proxy.

FIFTH: Contract name and number of person to reach in case of problem with filing:

Name:	Charles D. Dunbar, Esq.
Phone:	(304) 340-1196

SIXTH: Signature of person executing document:

/s/ Bret S. Price		SVP and CFO
Signature		Capacity in which he/she is signing

CERTIFICATE OF DESIGNATIONS

CONVERTIBLE NONCUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B

MVB FINANCIAL CORP.

MVB Financial Corp. , a corporation organized and existing under the laws of West Virginia (the “ Issuer ”), in accordance with the provisions of Section 31D-6-602 of the West Virginia Business Corporation Act, does hereby certify:

The board of directors of the Issuer (the “ Board of Directors ”), in accordance with the articles of incorporation and bylaws of the Issuer and applicable law, duly adopted the following resolution on June 17, 2014, creating a series of shares of Preferred Stock of the Issuer designated as “ Convertible Noncumulative Perpetual Preferred Stock, Series B .”

RESOLVED , that pursuant to the provisions of the articles of incorporation and the by-laws of the Issuer and applicable law, a series of Preferred Stock, par value $1,000 per share, of the Issuer be and hereby is created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:

Part 1. Designation and Number of Shares . There is hereby created out of the authorized and unissued shares of preferred stock of the Issuer a series of preferred stock designated as the “Convertible Noncumulative Perpetual Preferred Stock, Series B” (the “ Series B Preferred Stock ”). The authorized number of shares of Series B Preferred Stock shall be 400.

Part 2. Standard Provisions . The Standard Provisions contained in Schedule A attached hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of this Certificate of Designations to the same extent as if such provisions had been set forth in full herein.

Part 3. Definitions . The following terms are used in this Certificate of Designations (including the Standard Provisions in Schedule A hereto) as defined below:

(a) “ Common Stock ” means the common stock, par value $1.00 per share, of the Issuer.

(b) “ Conversion Date ” means the date on which the conversion will be deemed to have been effected.

(d) “ Dividend Payment Date ” means March 31, June 30, September 30 and December 31 of each year.

(e) “ Holder Conversion Notice ” has the meaning set forth in Section 6(c).

(f) “ Holder Conversion Right ” has the meaning set forth in Section 6(a).

(g) “ Junior Stock ” means the Common Stock and any other class or series of stock of the Issuer ranking junior to the Series B Preferred Stock.

(h) “ Liquidation Amount ” means $10,000 per share of Series B Preferred Stock.

(i) “ Parity Stock ” means any other class or series of capital stock of the Issuer hereafter created which expressly provides that it ranks on a parity with the Series B Preferred Stock as to dividend distributions or distributions upon the liquidation, winding up or dissolution of the Company, including, but not limited to, the Issuer’s Convertible Noncumulative Perpetual Preferred Stock, Series C.

(j) “ Senior Stock ” means the Fixed Rate Cumulative Perpetual Preferred Stock, Series A.

(k) “ Signing Date ” means Original Issue Date.

Part 4. Certain Voting Matters . Holders of shares of Series B Preferred Stock will be entitled to one vote for each such share on any matter on which holders of Series B Preferred Stock are entitled to vote, including any action by written consent.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, MVB Financial Corp. has caused this Certificate of Designations to be signed by Bret S. Price, Senior V ice President and Chief Financial Officer , this 30 th day of June, 2014 .

		MVB Financial Corp.


		By:	/s/ Bret S. Price
			Bret S. Price
			Senior Vice President and Chief Financial Officer

Schedule A

STANDARD PROVISIONS

Section 1. General Matters . Each share of Series B Preferred Stock shall be identical in all respects to every other share of Series B Preferred Stock. The Series B Preferred Stock shall be perpetual, subject to the provisions of Section 5 of these Standard Provisions that form a part of the Certificate of Designations. The Series B Preferred Stock shall rank equally with Parity Stock, rank junior to Senior Stock and shall rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Issuer.

Section 2. Standard Definitions . As used herein with respect to Series B Preferred Stock:

(a) “ Applicable Dividend Rate ” means 6.0% per annum.

(b) “ Appropriate Federal Banking Agency ” means the “appropriate Federal banking agency” with respect to the Issuer as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

(d) “ Business Day ” means any day except Saturday, Sunday and any day on which banking institutions in the State of West Virginia generally are authorized or required by law or other governmental actions to close.

(e) “ Bylaws ” means the bylaws of the Issuer, as they may be amended from time to time.

(f) “ Certificate of Designations ” means the Certificate of Designations or comparable instrument relating to the Series B Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

(g) “ Change in Control ” means

(i) Reorganization, merger, consolidation or other corporate transaction involving the Issuer, in each case, with respect to which the shareholders of the Issuer, immediately prior to such transaction do not, immediately after the transaction, own more than 50% of the combined voting power of the reorganized, merged or consolidated bank’s then outstanding voting securities; provided, however that a Change of Control shall not be deemed to have occurred upon the formation of a holding company for the Issuer if each shareholder of the Issuer immediately prior to the formation of the holding company retains substantially the same percentage ownership of the holding company following such formation as he or she owned of the Issuer prior the formation.

(ii) The sale, lease, exchange, transfer or assignment of all or substantially all of the assets of the Issuer to any third party.

(iii) The acquisition by any individual, entity or “group,” within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act (a “Person”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Issuer where such acquisition causes any such Person to own 20% or more of the combined voting power of the Issuer’s then outstanding capital stock then entitled to vote generally in the election of directors; provided however, that a Change of Control shall not be deemed to have occurred if a Person becomes the beneficial owner of 20% of the combined voting power of the Issuer’s then outstanding capital stock solely as a result of the repurchase of voting securities by the Company.

A- 1

(iv) During any period of two consecutive years, the persons who were directors of the Issuer immediately before the beginning of the two year period (the “Incumbent Directors”) shall cease to constitute at least a majority of the Board of Directors; provided that any individual becoming a director subsequent to the beginning of such two year period whose election, or nomination for election by the Issuer’s shareholders, was approved by at least two-thirds of the directors then comprising the Incumbent Directors shall be considered as though such individual were an Incumbent Director unless such individual’s initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act).

(h) “ Conversion Period ” means the 30-day period after the first, second, third, fourth and fifth anniversaries of the Original Issue Date.

(i) “ Dividend Period ” means each period from and including a Dividend Payment Date and continuing to but not including the next succeeding Dividend Payment Date (except that the first Dividend Period shall commence upon the Original Issue Date).

(j) “ Dividend Record Date ” has the meaning set forth in Section 3(a).

(k) “ Liquidation Preference ” has the meaning set forth in Section 4(a).

(l) “ Original Issue Date ” means the date on which shares of Series B Preferred Stock are first issued.

(m) “ Preferred Stock ” means any and all series of preferred stock of the Issuer, including the Series B Preferred Stock.

(n) “ Standard Provisions ” mean these Standard Provisions that form a part of the Certificate of Designations relating to the Series B Preferred Stock.

Section 3. Dividends .

(a) Holders of the Series B Preferred Stock shall be entitled to receive, if, as and when declared by the Board of Directors in its sole discretion, out of funds legally available therefor, cash dividends on each share of the Series B Preferred Stock, payable quarterly in arrears on the Dividend Payment Dates in each year, commencing September 30, 2014, at an annual rate equal to 6.0% of the Liquidation Amount. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day. Each dividend shall be payable to the holders of Series B Preferred Stock of record as they appear on the stock register of the Issuer on the applicable record date, which sha ll be the 15 th calendar d ay immediately preceding such Dividend Payment Date fixed by the Board of Directors (the “ Dividend Record Date ”).

(b) All dividends paid with respect to the Series B Preferred Stock pursuant to paragraph 3(a) of this Certificate of Designations shall be paid ratably on each share of the Series B Preferred Stock to the holders thereof entitled thereto.

(c) Dividends on outstanding shares of Series B Preferred Stock shall be noncumulative. To the extent that any dividends payable on the outstanding shares of Series B Preferred Stock on any Dividend Payment Date are not declared, in full or otherwise, for payment on such Dividend Payment Date, then such dividends shall not cumulate and shall cease to accrue and be payable and the Company shall have no obligation to pay dividends accrued for such Dividend Period after the Dividend Payment Date for such Dividend Period or to pay interest with respect to such dividends, whether or not dividends on shares of Series B Preferred Stock are declared for any subsequent Dividend Period.

(d) When declared dividends are not paid in full upon the shares of the Series B Preferred Stock and any shares of other Parity Stock for a Dividend Period, all dividends declared with respect to shares of Series B Preferred

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Stock and all dividends declared with respect to shares of other Parity Stock for such Dividend Period shall be declared pro rata so that the respective amounts of such dividends shall bear the same ratio to each other as all accrued but unpaid dividends per share on the shares of Series B Preferred Stock for such Dividend Period and all such Parity Stock for such Dividend Period bear to each other.

(e) Holders of Series B Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Series B Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

Section 4. Liquidation Rights .

(a) Voluntary or Involuntary Liquidation . In the event of any liquidation, dissolution or winding up of the affairs of the Issuer, whether voluntary or involuntary, holders of Series B Preferred Stock shall be entitled to receive for each share of Series B Preferred Stock, out of the assets of the Issuer or proceeds thereof (whether capital or surplus) available for distribution to shareholders of the Issuer, subject to the rights of any creditors of the Issuer, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Issuer ranking junior to Series B Preferred Stock as to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount per share, and (ii) the amount of any declared and unpaid dividends (such amounts collectively, the “ Liquidation Preference ”).

(b) Partial Payment . If in any distribution described in Section 4(a) above the assets of the Issuer or proceeds thereof are not sufficient to pay in full the amounts payable with respect to all outstanding shares of Series B Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Series B Preferred Stock as to such distribution, holders of Series B Preferred Stock and the holders of such other stock shall share ratably in any such distribution in proportion to the full respective distributions to which they are entitled.

(c) Residual Distributions . If the Liquidation Preference has been paid in full to all holders of Series B Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Series B Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights and preferences.

(d) Effect of Change in Control . For purposes of this Section 4, a Change in Control, including a merger or consolidation in which the holders of Series B Preferred Stock receive cash, securities or other property for their shares, shall constitute a liquidation, dissolution or winding up of the Issuer.

Section 5. Redemption .

(a) Optional Redemption . On or after the fifth anniversary of the Original Issue Date, the Issuer, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, out of funds legally available therefor, the shares of Series B Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share, and (ii) the amount of any declared and unpaid dividends.

The redemption price for any shares of Series B Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in Section 3 above.

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(b) No Sinking Fund . The Series B Preferred Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of Series B Preferred Stock will have no right to require redemption or repurchase of any shares of Series B Preferred Stock.

(c) Notice of Redemption . Notice of every redemption of shares of Series B Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Issuer. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series B Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series B Preferred Stock. Notwithstanding the foregoing, if shares of Series B Preferred Stock are issued in book-entry form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Series B Preferred Stock at such time and in any manner permitted by such facility. Each notice of redemption given to a holder shall state: (1) the redemption date; (2) the number of shares of Series B Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price.

(d) Partial Redemption . In case of any redemption of part of the shares of Series B Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or in such other manner as the Board of Directors or a duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors or a duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series B Preferred Stock shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge to the holder thereof.

(e) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been deposited by the Issuer, in trust for the pro rata benefit of the holders of the shares called for redemption, with a bank or trust company selected by the Board of Directors, so as to be and continue to be available solely therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company, without interest. Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Issuer, after which time the holders of the shares so called for redemption shall look only to the Issuer for payment of the redemption price of such shares.

(f) Status of Redeemed Shares . Shares of Series B Preferred Stock that are redeemed, repurchased or otherwise acquired by the Issuer shall revert to authorized but unissued shares of Preferred Stock ( provided that any such cancelled shares of Series B Preferred Stock may be reissued only as shares of any series of Preferred Stock other than Series B Preferred Stock).

Section 6. Conversion .

(a) Conversion by Holder . During the Conversion Periods, the holders of Series B Preferred Stock shares shall have the right (the “ Holder Conversion Right ”), at their option and subject to any required approvals under the Bank Holding Company Act of 1956, as amended, or the Change in Bank Control Act of 1978, as amended, to convert such shares of Series B Preferred Stock (except that upon any liquidation, the Holder Conversion Right shall terminate upon consummation of such liquidation) into shares of Common Stock as provided under Section 6(b).

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(b) Number of Shares Issuable Upon Conversion . Upon a notice of conversion by the holders of shares of Series B Preferred Stock pursuant to Section 6(c), each share of Series B Preferred Stock shall convert into such number of duly and validly issued, fully paid and non-assessable shares of Common Stock, free and clear of all pledges, claims, liens, charges, encumbrances, and security interests of any kind or nature whatsoever, equal to (i) the Liquidation Amount of the Series B Preferred Stock for which a Holder Conversion Notice is properly received divided by (ii) $16.00 per share, which represents the per share price of the Common Stock, subject to adjustment pursuant to Section 6(e) (“ Conversion Price ”).

(c) Notice of Conversion . The holder of a share of Series B Preferred Stock shall effect conversions at its option by delivery to the Issuer of a certificate representing the holder’s shares of Series B Preferred Stock and a notice (a “ Holder Conversion Notice ”), specifying therein the number of shares of Series B Preferred Stock to be converted. The Holder Conversion Notice shall be sent to the Issuer no more than 60 and not less than 30 days prior to the Conversion Date. Each Holder Conversion Notice, once given, is irrevocable. In case any shares of Series B Preferred Stock are called for redemption, such conversion right with respect to such shares of Series B Preferred Stock or the portion so called shall expire at the close of business on the Business Day immediately preceding the corresponding redemption date, unless the Issuer defaults in making the payment due upon redemption.

(d) Issuance of Stock Certificate . As soon as practicable after conversion of any of the shares of Series B Preferred Stock pursuant to this Section 6 and surrender of the certificate or certificates for the share or shares of Series B Preferred Stock to be converted, the Issuer at its expense will cause to be issued in the name of and delivered to the holder a certificate or certificates representing the number of shares of Common Stock being acquired upon such conversion, together with the cash payment, if any in lieu of fractional shares (bearing such legends as may be required by applicable state and federal securities laws in the opinion of legal counsel for the Issuer). The Issuer will be responsible for the payment of any stock transfer tax required to be paid in connection with the issuance of the Issuer’s Common Stock under this Section 6.

(e) Adjustment for Stock Splits and Combinations . If at any time or from time to time after the Original Issue Date the Issuer effects a split or subdivision of the outstanding Common Stock without a corresponding split or subdivision of the Series B Preferred Stock, the Conversion Price in effect immediately before that split or subdivision shall be proportionately decreased. Conversely, if at any time or from time to time after the Original Issue Date the Issuer combines the outstanding shares of Common Stock into a smaller number of shares without a corresponding combination of the Series B Preferred Stock, the Conversion Price in effect immediately before the combination shall be proportionately increased. Any adjustment under this Section 6(e) shall become effective at the close of business on the date the subdivision or combination becomes effective.

(f) Fraction Shares; Partial Conversion . No fractional shares shall be issued upon conversion of Series B Preferred Stock into Common Stock and no payment or adjustment shall be made upon any conversion on account of any cash dividends on the Common Stock declared and issued prior to such conversion. In case the number of shares of Series B Preferred Stock represented by the certificate or certificates surrendered pursuant to this Section 6 exceeds the number of shares converted, the Issuer shall, upon such conversion, execute and deliver to the holder, at the expense of the Issuer, a new certificate or certificates for the number of shares of Series B Preferred Stock represented by the certificate or certificates surrendered which are not to be converted. If any fractional share of Common Stock would, except for the provisions of the first sentence of this Section 6(f), be delivered upon such conversion, the Issuer, in lieu of delivering such fractional share, shall pay to the holder surrendering the Series B Preferred Stock for conversion an amount in cash equal to the value of such fractional share as determined in good faith by the Board of Directors on the Conversion Date.

(g) Time of Conversion . The conversion shall be deemed to have been made upon the applicable Conversion Date, regardless of whether the certificate or certificates for the share or shares of Series B Preferred Stock have been surrendered on such date. Notwithstanding the foregoing, the holder agrees to promptly surrender the certificate or certificates for the share or shares of Series B Preferred Stock prior to or upon such conversion.

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(h) Conversion Subject to Registration or Exemption . Notwithstanding anything herein to the contrary, conversion of a share or shares of Series B Preferred Stock pursuant to this Section 6 hereof shall not occur and the Issuer shall not be obligated to issue shares of Common Stock upon such conversion unless at the Conversion Date, the Common Stock issuable upon such conversion has been registered, qualifies for or is deemed to be exempt under the securities laws of the United States and the state of residence of the holder, as determined in the sole discretion of the Issuer or its counsel. The Issuer will use commercially reasonable efforts to ensure that an exemption from such registration is available.

(i) Stock to be Reserved . The Issuer will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon the conversion of Series B Preferred Stock as herein provided, such number of shares of Common Stock as shall then be issuable upon the conversion of all outstanding shares of Series B Preferred Stock. The Issuer covenants that all shares of Common Stock, which shall be so issued shall be duly and validly issued and fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof. The Issuer will take all such action as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement of any national securities exchange upon which the Common Stock may be listed.

Section 7. Voting Rights .

(a) General . The holders of Series B Preferred Stock shall not be entitled or permitted to vote on any matter required or permitted to be voted upon by the shareholders of the Issuer, except as otherwise required by law or this Section 7.

(b) Class Voting Rights as to Particular Matters . So long as any shares of Series B Preferred Stock are outstanding, in addition to any other vote or consent of shareholders required by law or by the Articles of Incorporation, the vote or consent of the holders of at least 66 2/3% of the shares of Series B Preferred Stock at the time outstanding, voting as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

(i) Authorization of Senior Stock . Any amendment or alteration of the Certificate of Designations for the Series B Preferred Stock or the Articles of Incorporation to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of capital stock of the Issuer ranking senior to Series B Preferred Stock with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the Issuer;

(ii) Amendment of Series B Preferred Stock . Any amendment, alteration or repeal of any provision of the Certificate of Designations for the Series B Preferred Stock or the Articles of Incorporation (including, unless no vote on such merger or consolidation is required by Section 7(b)(iii) below, any amendment, alteration or repeal by means of a merger, consolidation or otherwise) so as to affect the rights, preferences, privileges or voting powers of the Series B Preferred Stock;

(iii) Share Exchanges, Reclassifications, Change in Control . Any consummation of a binding share exchange or reclassification involving the Series B Preferred Stock, or of a Change in Control of the Issuer with another corporation or other entity, unless in each case (x) the shares of Series B Preferred Stock remain outstanding or, in the case of any such Change in Control with respect to which the Issuer is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Series B Preferred Stock immediately prior to such consummation, taken as a whole; or

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(iv) No Impairment . The Issuer will not take any other action that avoids or seeks to avoid the observance or performance of any of the terms of this Certificate of Designations.

provided , however , that for all purposes of this Section 7(b), any increase in the amount of the authorized Preferred Stock, including any increase in the authorized amount of Series B Preferred Stock necessary to satisfy preemptive or similar rights granted by the Issuer to other persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other series of Preferred Stock, ranking junior to Series B Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of the Issuer will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the holders of outstanding shares of the Series B Preferred Stock.

(c) Changes after Provision for Redemption . No vote or consent of the holders of Series B Preferred Stock shall be required pursuant to Section 7(b) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such Section, all outstanding shares of the Series B Preferred Stock shall have been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall have been deposited in trust for such redemption, in each case pursuant to Section 5 above.

(d) Procedures for Voting and Consents . The rules and procedures for calling and conducting any meeting of the holders of Series B Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules of the Board of Directors or any duly authorized committee of the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Articles of Incorporation, the Bylaws, and applicable law and the rules of any national securities exchange or other trading facility on which Series B Preferred Stock is listed or traded at the time.

Section 8. Record Holders . To the fullest extent permitted by applicable law, the Issuer and the transfer agent for Series B Preferred Stock may deem and treat the record holder of any share of Series B Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Issuer nor such transfer agent shall be affected by any notice to the contrary.

Section 9. Notices . All notices or communications in respect of Series B Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designations, in the Articles of Incorporation or Bylaws or by applicable law. Notwithstanding the foregoing, if shares of Series B Preferred Stock are issued in book-entry form through The Depository Trust Company or any similar facility, such notices may be given to the holders of Series B Preferred Stock in any manner permitted by such facility.

Section 10. No Preemptive Rights . No share of Series B Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Issuer, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

Section 11. Replacement Certificates . The Issuer shall replace any mutilated certificate at the holder’s expense upon surrender of that certificate to the Issuer. The Issuer shall replace certificates that become destroyed, stolen or lost at the holder’s expense upon delivery to the Issuer of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be reasonably required by the Issuer.

Section 12. Other Rights . The shares of Series B Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Articles of Incorporation or as provided by applicable law.

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CERTIFICATE OF DESIGNATIONS

CONVERTIBLE NONCUMULATIVE PERPETUAL PREFERRED STOCK, SERIES C

MVB FINANCIAL CORP.

Part 1. Designation and Number of Shares . There is hereby created out of the authorized and unissued shares of preferred stock of the Issuer a series of preferred stock designated as the “Convertible Noncumulative Perpetual Preferred Stock, Series C” (the “ Series C Preferred Stock ”). The authorized number of shares of Series C Preferred Stock shall be 383.4.

Part 2. Standard Provisions . The Standard Provisions contained in Schedule A attached hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of this Certificate of Designations to the same extent as if such provisions had been set forth in full herein.

Part 3. Definitions . The following terms are used in this Certificate of Designations (including the Standard Provisions in Schedule A hereto) as defined below:

(a) “ Common Stock ” means the common stock, par value $1.00 per share, of the Issuer.

(b) “ Conversion Date ” means the date on which the conversion will be deemed to have been effected.

(d) “ Dividend Payment Date ” means March 31, June 30, September 30 and December 31 of each year.

(e) “ Holder Conversion Notice ” has the meaning set forth in Section 6(c).

(f) “ Holder Conversion Right ” has the meaning set forth in Section 6(a).

(g) “ Junior Stock ” means the Common Stock and any other class or series of stock of the Issuer ranking junior to the Series C Preferred Stock.

(h) “ Liquidation Amount ” means $10,000 per share of Series C Preferred Stock.

(i) “ Parity Stock ” means any other class or series of capital stock of the Issuer hereafter created which expressly provides that it ranks on a parity with the Series C Preferred Stock as to dividend distributions or distributions upon the liquidation, winding up or dissolution of the Company, including, but not limited to, the Issuer’s Convertible Noncumulative Perpetual Preferred Stock, Series B.

(j) “ Senior Stock ” means the Fixed Rate Cumulative Perpetual Preferred Stock, Series A.

(k) “ Signing Date ” means Original Issue Date.

Part 4. Certain Voting Matters . Holders of shares of Series C Preferred Stock will be entitled to one vote for each such share on any matter on which holders of Series C Preferred Stock are entitled to vote, including any action by written consent.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, MVB Financial Corp. has caused this Certificate of Designations to be signed by Bret S. Price, Senior Vice President and Chief Financial Officer , t his 30 th day of June, 2014 .

		MVB Financial Corp.


		By:	/s/ Bret S. Price
			Bret S. Price
			Senior Vice President and Chief Financial Officer

Schedule A

STANDARD PROVISIONS

Section 1. General Matters . Each share of Series C Preferred Stock shall be identical in all respects to every other share of Series C Preferred Stock. The Series C Preferred Stock shall be perpetual, subject to the provisions of Section 5 of these Standard Provisions that form a part of the Certificate of Designations. The Series C Preferred Stock shall rank equally with Parity Stock, rank junior to Senior Stock and shall rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Issuer.

Section 2. Standard Definitions . As used herein with respect to Series C Preferred Stock:

(a) “ Applicable Dividend Rate ” means 6.5% per annum.

(e) “ Bylaws ” means the bylaws of the Issuer, as they may be amended from time to time.

(f) “ Certificate of Designations ” means the Certificate of Designations or comparable instrument relating to the Series C Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

(g) “ Change in Control ” means

(ii) The sale, lease, exchange, transfer or assignment of all or substantially all of the assets of the Issuer to any third party.

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(h) “ Conversion Period ” means the 30-day period after the first, second, third, fourth and fifth anniversaries of the Original Issue Date.

(j) “ Dividend Record Date ” has the meaning set forth in Section 3(a).

(k) “ Liquidation Preference ” has the meaning set forth in Section 4(a).

(l) “ Original Issue Date ” means the date on which shares of Series C Preferred Stock are first issued.

(m) “ Preferred Stock ” means any and all series of preferred stock of the Issuer, including the Series C Preferred Stock.

(n) “ Standard Provisions ” mean these Standard Provisions that form a part of the Certificate of Designations relating to the Series C Preferred Stock.

Section 3. Dividends .

(a) Holders of the Series C Preferred Stock shall be entitled to receive, if, as and when declared by the Board of Directors in its sole discretion, out of funds legally available therefor, cash dividends on each share of the Series C Preferred Stock, payable quarterly in arrears on the Dividend Payment Dates in each year, commencing September 30, 2014, at an annual rate equal to 6.5% of the Liquidation Amount. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day. Each dividend shall be payable to the holders of Series C Preferred Stock of record as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15 th calendar day immediately preceding such Dividend Payment Date fixed by the Board of Directors (the “ Dividend Record Date ”).

(b) All dividends paid with respect to the Series C Preferred Stock pursuant to paragraph 3(a) of this Certificate of Designations shall be paid ratably on each share of the Series C Preferred Stock to the holders thereof entitled thereto.

(c) Dividends on outstanding shares of Series C Preferred Stock shall be noncumulative. To the extent that any dividends payable on the outstanding shares of Series C Preferred Stock on any Dividend Payment Date are not declared, in full or otherwise, for payment on such Dividend Payment Date, then such dividends shall not cumulate and shall cease to accrue and be payable and the Company shall have no obligation to pay dividends accrued for such Dividend Period after the Dividend Payment Date for such Dividend Period or to pay interest with respect to such dividends, whether or not dividends on shares of Series C Preferred Stock are declared for any subsequent Dividend Period.

(d) When declared dividends are not paid in full upon the shares of the Series C Preferred Stock and any shares of other Parity Stock for a Dividend Period, all dividends declared with respect to shares of Series C Preferred

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Stock and all dividends declared with respect to shares of other Parity Stock for such Dividend Period shall be declared pro rata so that the respective amounts of such dividends shall bear the same ratio to each other as all accrued but unpaid dividends per share on the shares of Series C Preferred Stock for such Dividend Period and all such Parity Stock for such Dividend Period bear to each other.

(e) Holders of Series C Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Series C Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

Section 4. Liquidation Rights .

(a) Voluntary or Involuntary Liquidation . In the event of any liquidation, dissolution or winding up of the affairs of the Issuer, whether voluntary or involuntary, holders of Series C Preferred Stock shall be entitled to receive for each share of Series C Preferred Stock, out of the assets of the Issuer or proceeds thereof (whether capital or surplus) available for distribution to shareholders of the Issuer, subject to the rights of any creditors of the Issuer, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Issuer ranking junior to Series C Preferred Stock as to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount per share, and (ii) the amount of any declared and unpaid dividends (such amounts collectively, the “ Liquidation Preference ”).

(b) Partial Payment . If in any distribution described in Section 4(a) above the assets of the Issuer or proceeds thereof are not sufficient to pay in full the amounts payable with respect to all outstanding shares of Series C Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Series C Preferred Stock as to such distribution, holders of Series C Preferred Stock and the holders of such other stock shall share ratably in any such distribution in proportion to the full respective distributions to which they are entitled.

(c) Residual Distributions . If the Liquidation Preference has been paid in full to all holders of Series C Preferred Stock and the corresponding amounts payable with respect of any other stock of the Issuer ranking equally with Series C Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Issuer shall be entitled to receive all remaining assets of the Issuer (or proceeds thereof) according to their respective rights and preferences.

(d) Effect of Change in Control . For purposes of this Section 4, a Change in Control, including a merger or consolidation in which the holders of Series C Preferred Stock receive cash, securities or other property for their shares, shall constitute a liquidation, dissolution or winding up of the Issuer.

Section 5. Redemption .

(a) Optional Redemption . On or after the fifth anniversary of the Original Issue Date, the Issuer, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, out of funds legally available therefor, the shares of Series C Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share, and (ii) the amount of any declared and unpaid dividends.

The redemption price for any shares of Series C Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Issuer or its agent. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in Section 3 above.

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(b) No Sinking Fund . The Series C Preferred Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of Series C Preferred Stock will have no right to require redemption or repurchase of any shares of Series C Preferred Stock.

(c) Notice of Redemption . Notice of every redemption of shares of Series C Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Issuer. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series C Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series C Preferred Stock. Notwithstanding the foregoing, if shares of Series C Preferred Stock are issued in book-entry form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Series C Preferred Stock at such time and in any manner permitted by such facility. Each notice of redemption given to a holder shall state: (1) the redemption date; (2) the number of shares of Series C Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price.

(d) Partial Redemption . In case of any redemption of part of the shares of Series C Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or in such other manner as the Board of Directors or a duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors or a duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series C Preferred Stock shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge to the holder thereof.

(e) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been deposited by the Issuer, in trust for the pro rata benefit of the holders of the shares called for redemption, with a bank or trust company selected by the Board of Directors, so as to be and continue to be available solely therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company, without interest. Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Issuer, after which time the holders of the shares so called for redemption shall look only to the Issuer for payment of the redemption price of such shares.

(f) Status of Redeemed Shares . Shares of Series C Preferred Stock that are redeemed, repurchased or otherwise acquired by the Issuer shall revert to authorized but unissued shares of Preferred Stock ( provided that any such cancelled shares of Series C Preferred Stock may be reissued only as shares of any series of Preferred Stock other than Series C Preferred Stock).

Section 6. Conversion .

(a) Conversion by Holder . During the Conversion Periods, the holders of Series C Preferred Stock shares shall have the right (the “ Holder Conversion Right ”), at their option and subject to any required approvals under the Bank Holding Company Act of 1956, as amended, or the Change in Bank Control Act of 1978, as amended, to convert such shares of Series C Preferred Stock (except that upon any liquidation, the Holder Conversion Right shall terminate upon consummation of such liquidation) into shares of Common Stock as provided under Section 6(b).

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(b) Number of Shares Issuable Upon Conversion . Upon a notice of conversion by the holders of shares of Series C Preferred Stock pursuant to Section 6(c), each share of Series C Preferred Stock shall convert into such number of duly and validly issued, fully paid and non-assessable shares of Common Stock, free and clear of all pledges, claims, liens, charges, encumbrances, and security interests of any kind or nature whatsoever, equal to (i) the Liquidation Amount of the Series C Preferred Stock for which a Holder Conversion Notice is properly received divided by (ii) $16.00 per share, which represents the per share price of the Common Stock, subject to adjustment pursuant to Section 6(e) (“ Conversion Price ”).

(c) Notice of Conversion . The holder of a share of Series C Preferred Stock shall effect conversions at its option by delivery to the Issuer of a certificate representing the holder’s shares of Series C Preferred Stock and a notice (a “ Holder Conversion Notice ”), specifying therein the number of shares of Series C Preferred Stock to be converted. The Holder Conversion Notice shall be sent to the Issuer no more than 60 and not less than 30 days prior to the Conversion Date. Each Holder Conversion Notice, once given, is irrevocable. In case any shares of Series C Preferred Stock are called for redemption, such conversion right with respect to such shares of Series C Preferred Stock or the portion so called shall expire at the close of business on the Business Day immediately preceding the corresponding redemption date, unless the Issuer defaults in making the payment due upon redemption.

(d) Issuance of Stock Certificate . As soon as practicable after conversion of any of the shares of Series C Preferred Stock pursuant to this Section 6 and surrender of the certificate or certificates for the share or shares of Series C Preferred Stock to be converted, the Issuer at its expense will cause to be issued in the name of and delivered to the holder a certificate or certificates representing the number of shares of Common Stock being acquired upon such conversion, together with the cash payment, if any in lieu of fractional shares (bearing such legends as may be required by applicable state and federal securities laws in the opinion of legal counsel for the Issuer). The Issuer will be responsible for the payment of any stock transfer tax required to be paid in connection with the issuance of the Issuer’s Common Stock under this Section 6.

(e) Adjustment for Stock Splits and Combinations . If at any time or from time to time after the Original Issue Date the Issuer effects a split or subdivision of the outstanding Common Stock without a corresponding split or subdivision of the Series C Preferred Stock, the Conversion Price in effect immediately before that split or subdivision shall be proportionately decreased. Conversely, if at any time or from time to time after the Original Issue Date the Issuer combines the outstanding shares of Common Stock into a smaller number of shares without a corresponding combination of the Series C Preferred Stock, the Conversion Price in effect immediately before the combination shall be proportionately increased. Any adjustment under this Section 6(e) shall become effective at the close of business on the date the subdivision or combination becomes effective.

(f) Fraction Shares; Partial Conversion . No fractional shares shall be issued upon conversion of Series C Preferred Stock into Common Stock and no payment or adjustment shall be made upon any conversion on account of any cash dividends on the Common Stock declared and issued prior to such conversion. In case the number of shares of Series C Preferred Stock represented by the certificate or certificates surrendered pursuant to this Section 6 exceeds the number of shares converted, the Issuer shall, upon such conversion, execute and deliver to the holder, at the expense of the Issuer, a new certificate or certificates for the number of shares of Series C Preferred Stock represented by the certificate or certificates surrendered which are not to be converted. If any fractional share of Common Stock would, except for the provisions of the first sentence of this Section 6(f), be delivered upon such conversion, the Issuer, in lieu of delivering such fractional share, shall pay to the holder surrendering the Series C Preferred Stock for conversion an amount in cash equal to the value of such fractional share as determined in good faith by the Board of Directors on the Conversion Date.

(g) Time of Conversion . The conversion shall be deemed to have been made upon the applicable Conversion Date, regardless of whether the certificate or certificates for the share or shares of Series C Preferred Stock have been surrendered on such date. Notwithstanding the foregoing, the holder agrees to promptly surrender the certificate or certificates for the share or shares of Series C Preferred Stock prior to or upon such conversion.

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(h) Conversion Subject to Registration or Exemption . Notwithstanding anything herein to the contrary, conversion of a share or shares of Series C Preferred Stock pursuant to this Section 6 hereof shall not occur and the Issuer shall not be obligated to issue shares of Common Stock upon such conversion unless at the Conversion Date, the Common Stock issuable upon such conversion has been registered, qualifies for or is deemed to be exempt under the securities laws of the United States and the state of residence of the holder, as determined in the sole discretion of the Issuer or its counsel. The Issuer will use commercially reasonable efforts to ensure that an exemption from such registration is available.

(i) Stock to be Reserved . The Issuer will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon the conversion of Series C Preferred Stock as herein provided, such number of shares of Common Stock as shall then be issuable upon the conversion of all outstanding shares of Series C Preferred Stock. The Issuer covenants that all shares of Common Stock, which shall be so issued shall be duly and validly issued and fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof. The Issuer will take all such action as may be necessary to assure that all such shares of Common Stock may be so issued without violation of any applicable law or regulation, or of any requirement of any national securities exchange upon which the Common Stock may be listed.

Section 7. Voting Rights .

(a) General . The holders of Series C Preferred Stock shall not be entitled or permitted to vote on any matter required or permitted to be voted upon by the shareholders of the Issuer, except as otherwise required by law or this Section 7.

(b) Class Voting Rights as to Particular Matters . So long as any shares of Series C Preferred Stock are outstanding, in addition to any other vote or consent of shareholders required by law or by the Articles of Incorporation, the vote or consent of the holders of at least 66 2/3% of the shares of Series C Preferred Stock at the time outstanding, voting as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

(i) Authorization of Senior Stock . Any amendment or alteration of the Certificate of Designations for the Series C Preferred Stock or the Articles of Incorporation to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of capital stock of the Issuer ranking senior to Series C Preferred Stock with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the Issuer;

(ii) Amendment of Series C Preferred Stock . Any amendment, alteration or repeal of any provision of the Certificate of Designations for the Series C Preferred Stock or the Articles of Incorporation (including, unless no vote on such merger or consolidation is required by Section 7(b)(iii) below, any amendment, alteration or repeal by means of a merger, consolidation or otherwise) so as to affect the rights, preferences, privileges or voting powers of the Series C Preferred Stock;

(iii) Share Exchanges, Reclassifications, Change in Control . Any consummation of a binding share exchange or reclassification involving the Series C Preferred Stock, or of a Change in Control of the Issuer with another corporation or other entity, unless in each case (x) the shares of Series C Preferred Stock remain outstanding or, in the case of any such Change in Control with respect to which the Issuer is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Series C Preferred Stock immediately prior to such consummation, taken as a whole; or

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(iv) No Impairment . The Issuer will not take any other action that avoids or seeks to avoid the observance or performance of any of the terms of this Certificate of Designations.

provided , however , that for all purposes of this Section 7(b), any increase in the amount of the authorized Preferred Stock, including any increase in the authorized amount of Series C Preferred Stock necessary to satisfy preemptive or similar rights granted by the Issuer to other persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other series of Preferred Stock, ranking junior to Series C Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of the Issuer will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the holders of outstanding shares of the Series C Preferred Stock.

(c) Changes after Provision for Redemption . No vote or consent of the holders of Series C Preferred Stock shall be required pursuant to Section 7(b) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such Section, all outstanding shares of the Series C Preferred Stock shall have been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall have been deposited in trust for such redemption, in each case pursuant to Section 5 above.

(d) Procedures for Voting and Consents . The rules and procedures for calling and conducting any meeting of the holders of Series C Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules of the Board of Directors or any duly authorized committee of the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Articles of Incorporation, the Bylaws, and applicable law and the rules of any national securities exchange or other trading facility on which Series C Preferred Stock is listed or traded at the time.

Section 8. Record Holders . To the fullest extent permitted by applicable law, the Issuer and the transfer agent for Series C Preferred Stock may deem and treat the record holder of any share of Series C Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Issuer nor such transfer agent shall be affected by any notice to the contrary.

Section 9. Notices . All notices or communications in respect of Series C Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designations, in the Articles of Incorporation or Bylaws or by applicable law. Notwithstanding the foregoing, if shares of Series C Preferred Stock are issued in book-entry form through The Depository Trust Company or any similar facility, such notices may be given to the holders of Series C Preferred Stock in any manner permitted by such facility.

Section 10. No Preemptive Rights . No share of Series C Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Issuer, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

Section 12. Other Rights . The shares of Series C Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Articles of Incorporation or as provided by applicable law.

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Exhibit 11

Earnings Per Share

Earnings per Share are calculated as follows:


	For the years ended
	December 31,
(Dollars in thousands except shares and per share data)	2014		2013

Numerator for both basic and diluted earnings per share:
Net Income	$	2,079	$	4,020
Less: Dividends on preferred stock		332		85
Net income available to common shareholders	$	1,747	$	3,935
Denominator:

Total average shares outstanding		7,905,468		6,657,093
Effect of dilutive stock options		196,649		281,935

Total diluted average shares outstanding		8,102,117		6,939,028

Earnings Per Share - Basic	$	0.22	$	0.59
Earnings Per Share - Diluted	$	0.22	$	0.57

Exhibit 14

MVB Financial Corp. (hereinafter “MVB Financial”) and Its Wholly Owned Subsidiaries,

(hereinafter collectively “MVB”)

CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

Approved: May 20, 2014

This policy applies to all senior financial officers of MVB. The senior financial officers include Larry F. Mazza, Donald T. Robinson, Bret S. Price, Robert J. Bardusch, Patrick R. Esposito II, Roger J. Turner, John T. Schirripa, Donald T. Robinson, Eric L. Tichenor, David A. Jones, Harry E. Dean III, L. Randall Cober and Kenneth J. Juskowich (“Covered Persons”).

Specifically, the senior financial officers for MVB represent the following organizations:

MVB Financial Corp.

Larry F. Mazza, Donald T. Robinson, Bret S. Price, Robert J. Bardusch, and Patrick R. Esposito II

MVB Bank, Inc.

Larry F. Mazza, Donald T. Robinson, Roger J. Turner, John T. Schirripa, Eric L. Tichenor, David A. Jones, Robert J. Bardusch, and Patrick R. Esposito II

Potomac Mortgage Group, Inc.

Harry E. Dean III

MVB Insurance, LLC

L. Randall Cober and Kenneth J. Juskowich

This Code of Ethics is required by the United States securities laws and the rules and regulations of the Securities and Exchange Commission as being necessary to deter wrongdoing and to promote:

(i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships,

(ii) avoidance of conflicts of interest, including disclosure to an appropriate person or persons identified in the code of any material transaction or relationship that reasonably could be expected to give rise to such a conflict,

(iii) full, fair, accurate, timely, and understandable disclosure in reports and documents that MVB files with, or submits to, the Commission and in other public communications made by MVB,

(iv) compliance with applicable governmental laws, rules and regulations,

(v) the prompt internal reporting of code violations to an appropriate person or persons identified in the code; and

(vi) accountability for adherence to the code.

If you have any questions regarding this Code, please feel free to contact the MVB Financial Chief Executive Officer or the MVB Financial Chairman of the Board of Directors. If you are not comfortable speaking with the MVB Financial Chief Executive Officer or MVB Financial Chairman of the Board of Directors, you are encouraged to speak with the MVB Financial Human Resources Director.

Each Covered Person must avoid any transaction or arrangement that would create a conflict of interest or the appearance of a conflict of interest between personal and professional relationships.

A conflict of interest may be generally defined as a conflict between the Covered Person’s private interests and his or her responsibilities to MVB or an entity with which MVB maintains a relationship. A conflict of interest can also arise when an immediate family member is involved in a transaction or arrangement that in any way casts doubt upon the Covered Person’s independence. An “immediate family member” includes a Covered Person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, sisters-in-law, brothers-in-law, and anyone (other than employees) who shares the Covered Person’s home.

2. Covered Persons may only accept items of nominal value as gifts from any individual

or entity that is involved or seeks to become involved in a business relationship with

MVB.

Gifts to Covered Persons must be inexpensive, unsolicited and not given with the objective of influencing the Covered Person’s judgment. It is acceptable for a Covered Person to accept modest meals or other inexpensive forms of entertainment from individuals or entities that are involved or seek to become involved in a business relationship with MVB as long as these items are not provided in order to influence the Covered Person’s business judgment or decision. Under no circumstances is a Covered Person permitted to accept payments, loans, kickbacks, bribes, special privileges or services from anyone. If there are any questions or borderline case, Covered Persons should discuss them first with the MVB Financial Chief Executive Officer, MVB Financial Chairperson of the Board of Directors, MVB Financial Chairperson of the Governance Committee or the MVB Financial Chief Legal & Risk Officer, as appropriate.

3. All Covered Persons are responsible for maintaining accurate financial records for

MVB.

Covered Persons must closely adhere to the following accounting guidelines:

(i)

All assets, liabilities and transactions of MVB should be accurately recorded in accordance with MVB’s record keeping procedures and generally accepted accounting principles;

(ii)

No false or misleading entries are permitted to be knowingly made or caused to be made in MVB’s record books, even if such entries would not be material to MVB or its operations as a whole; and

(iii)

Any entries that are inaccurate, false or irregular should be promptly reported to a member of the Audit Committee for an immediate corrective action.

4. Covered Persons must recognize that confidential information is an asset of MVB, and

must refrain from using inside information to their personal advantage.

Covered Persons must maintain the confidentiality of information entrusted to them by MVB or its customers or suppliers, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors, or harmful to MVB or its customers or suppliers, if disclosed.

At its core, the prohibition against insider trading focuses on the buying, selling or trading in securities using non-public information. The prohibition applies to securities of MVB as well as to customers and suppliers of MVB and, or any entity with which MVB and has a business relationship.

Covered Persons are in a unique position to acquire non-public information about MVB, and such information might influence their decision to buy, sell or trade securities. In addition to refraining from using inside information in making their own investment decisions, Covered Persons should also avoid discussing the inside information with friends or immediate family members (whether at home or in the public) or mailing or faxing the inside information to outside sources unless appropriate confidentiality agreements are in place to ensure that material, non-public information is not used improperly.

5. The conduct of Covered Persons should be governed by the highest standards of

integrity and fairness.

Covered Persons should avoid those situations in which outside personal interests conflict with MVB’s business. These situations include:

(i)

Ownership by a Covered Person, or a member of his or her immediate family, of a material financial interest in any outside enterprise that is involved or seeks to become involved in a business relationship with MVB;

(ii)

Ownership by a Covered Person, or a member of his or her immediate family, of a material financial interest in any outside enterprise that competes for business with MVB;

(iii)

Outside employment of a Covered Person, or a member of his or her immediate family, whether as a consultant, director, officer, employee or independent contractor, with an entity that is involved or seeks to become involved in a business relationship with MVB; or

(iv)

Appointment of a Covered Person, or a member of his or her immediate family, to a public office, board or commission that may create an appearance of a conflict of interest between the goals and purposes of that organization and MVB business. Such appointment would include a “public service” organization or a not-for-profit organization.

6. Covered Persons must not take for themselves opportunities that they discover while

working for MVB, or use corporate property or information for personal gain.

Covered Persons must not (a) take personal advantage of a situation or knowledge acquired through the use of his or her position or MVB’s property, if the situation or knowledge could be used for MVB’s benefit, (b) use his or her position or MVB property or information for personal gain, or (c) compete with the MVB. Covered Persons owe a duty to the MVB to advance its interests whenever the opportunity arises.

7. In drafting periodic reports that are to be filed with the Securities and Exchange

Commission, Covered Persons should take all steps necessary to ensure full, fair,

accurate, timely and complete disclosure.

(i)

Go Beyond the Minimum Disclosure Required by Law . While in the past periodic reporting has focused on disclosing only those items that were mandated by the law, Covered Persons should go beyond the minimum requirements to convey the full financial picture of MVB to the public.

Areas of special attention include: off-balance sheet structures, insider and affiliated party transactions, board relationships, accounting policies, and auditor relationships.

(ii)

Make Sure All Relationships that Could Give Rise to Any Perceived Conflicts are Fully Disclosed . Given the recent focus of lawmakers on a more complete disclosure of any material conflict of interest to the public, it is important to ensure that any transaction that threatens to create the appearance of a conflict of interest must be fully disclosed in MVB’s periodic reports.

8. Covered Persons must comply with all laws and regulations that apply to MVB’s

business.

All Covered Persons should understand those laws that apply to them in the performance of their duties and ensure that their decisions and actions are conducted in conformity with those laws. Any violation of the applicable laws can subject MVB or the implicated Covered Person to liability. Any inquiries relating to compliance with applicable laws and regulations should be directed to the MVB Financial Chief Legal and Risk Officer.

9. Accountability for adherence to the Code.

Failure to adhere to the above detailed responsibilities by the Covered Persons may result in

disciplinary action being taken against such persons. The disciplinary action may range up to and including termination. The Board of Directors shall be responsible for determining the

proper action to be taken.

Exhibit 21

MVB FINANCIAL CORP. AND SUBSIDIARIES ANNUAL REPORT ON FORM 10-K

FOR FIS CAL YEAR ENDED DECEMBER 31, 2014

Subsidiaries of MVB Financial Corp.

The following are the only subsidiaries of MVB Financial Corp.:

,
Name of Subsidiary		Jurisdiction of Incorporation
MVB Bank, Inc.		West Virginia
Potomac Mortgage Group, Inc. (D/B/A MVB Mortgage)		Virginia
MVB Insurance , LLC		West Virginia

Exhibit 23.1

DHG_LOGO (RGB)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

MVB Financial Corp.

We consent to the incorporation by reference in the registration statements (Nos. 333-189512, 333-186910, 333-145716, and 333-120234) on Forms S-8 of MVB Financial Corp. and Subsidiaries of our report, dated March 16, 2015, with respect to the consolidated financial statements of MVB Financial Corp. and Subsidiaries and the effectiveness of internal control over financial reporting, which reports appear in MVB Financial Corp.’s 2014 Annual Report on Form 10-K.

/s/ Dixon Hughes Goodman LLP

Rockville, Maryland

March 16, 2015

DESCRIPTION: SNODGRASS_LOGO2_POS

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Post-Effective Amendment No. 2 to the Registration Statement No . 333-180317 of MVB Financial Corp. on Form S-3 to Form S-1 and Registration Nos. 333-189512, 333-186910, 333-145716, and 333-120234 of MVB Financial Corp. on Form S-8 of our report dated March 27 , 2014, relating to our audit of the consolidated financial s tatements, which appears in Form 10-K of MVB Financial Corp. for the year ended December 31, 2014 .

Wexford, Pennsylvania

March 16, 2015

S.R. Snodgrass, P.C. * 2100 Corporate Drive, Suite 400 * Wexford, Pennsylvania 15090-8399 * Phone: (724) 934-0344 * Facsimile: (724) 934-0345

Exhibit 24

POWER OF ATTORNEY AND SIGNATURES

Know all persons by the presents, that each person whose signature appears below constitutes and appoints Larry F. Mazza or Bret S. Price or either of them, as attorney-in-fact, with each having the power of substitution, for him or her in any and all capacities, to sign any amendment to this Form 10-K and to file the same, with exhibits thereto, and other documents in connection therewith, with the Federal Deposit Insurance Corporation hereby ratifying and confirming all that each of said attorneys-in-fact or his substitute or substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities and Exchange Act of 1934, this Form 10-K has been signed below by the following person on behalf of the registrant in the capacities and on the dates indicated.


/s/ Larry F. Mazza			Date: March 16 , 201 5
Larry F. Mazza, President and CEO

/s/ Bret S. Price			Date: March 16 , 201 5
Bret S. Price, Senior Vice President and CFO

/s/ David B. Alvarez			Date: March 16 , 201 5
David B. Alvarez, Director

/s/ Stephen R. Brooks			Date: March 16 , 201 5
Stephen R. Brooks, Director

/s/ James J. Cava, Jr.			Date: March 16 , 201 5
James J. Cava, Jr., Director

/s/ Joseph P. Cincinnati			Date: March 16 , 201 5
Joseph P. Cincinnati, Director

/s/ Harry E. Dean III			Date: March 16 , 201 5
Harry E. Dean III, Director

/s/ John W. Ebert			Date: March 16 , 201 5
John W. Ebert, Director

/s/ Gayle C. Manchin			Date: March 16 , 201 5
Gayle C. Manchin, Director

/s/ Kelly R. Nelson			Date: March 16 , 201 5
Kelly R. Nelson, Director

/s/ J. Christopher Pallotta			Date: March 16 , 201 5
J. Christopher Pallotta, Director

/s/ Nitesh S. Patel			Date: March 16 , 201 5
Nitesh S. Patel, Director

/s/ Jimmy D. Staton			Date: March 16 , 201 5
Jimmy D. Staton, Director

/s/ Roger J. Turner			Date: March 16 , 201 5
Roger J. Turner, Director

/s/ Samuel J. Warash			Date: March 16 , 201 5
Samuel J. Warash, Director

Exhibit 31.1

Form 10-K Certification

CERTIFICATIONS

I, Larry F. Mazza, certify that:

I have reviewed this annual report on Form 10-K of MVB Financial Corp.;

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

The registrant ’ s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15 (f) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted account principles;

(c)

Evaluated the effectiveness of the registrant ’ s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant ’ s internal control over financial reporting that occurred during the registrant ’ s most recent fiscal quarter (the registrant ’ s fo urth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant ’ s internal control over financial reporting; and

The registrant ’ s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant ’ s auditors and the audit committee of the registrant ’ s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant ’ s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant ’ s internal control over financial reporting.


Date: March 16 , 201 5	/s/ Larry F. Mazza
	Larry F. Mazza
	Chief Executive Officer & President

Exhibit 31.2

Form 10-K Certification

CERTIFICATIONS

I, Bret S. Price, certify that:

I have reviewed this annual report on Form 10-K of MVB Financial Corp.;

(a)

(b)

(c)

(d)

Disclosed in this report any change in the registrant ’ s internal control over financial reporting that occurred during the registrant ’ s most recent fiscal quarter (the registrant ’ s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant ’ s internal control over financial reporting; and

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant ’ s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant ’ s internal control over financial reporting.

13
Date: March 16 , 201 5
	/s/ Bret S. Price
	Bret S. Price
	Senior Vice President & Chief Financial Officer

Exhibit 32.1

SIGNATURES

In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized and based on our knowledge and belief that:

(1)

The Report fully complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


MVB Financial Corp.


By:	/s/ Larry F. Mazza	/s/ Bret S. Price
	Larry F. Mazza, President	Bret S. Price, Senior Vice President & CFO


Date: March 16 , 201 5		Date: March 16 , 201 5