MVB BANK, INC Supplemental Life Insurance Agreement

1.1

“Corporation’s Interest” means the benefit set forth in Section 2.1.

1.2

“Beneficiary” means each designated person, or the estate of the deceased Executive, entitled to benefits, if any, upon the death of the Executive.

1.3

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

1.4

“Board” means the Board of Directors of the Corporation as from time to time constituted.

1.5

“Change in Control” means:

1.

The acquisition by any “Person” of beneficial ownership of twenty percent (20%) or more of the then outstanding shares of common stock of the Corporation;

2.

Individuals who constitute the Corporation’s Board of Directors on the date of this Agreement (the “Incumbent Board”) cease to constitute a majority of the Board, provided that any director whose nomination was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board, but excluding any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Corporation (as such terms are used in Rule 14a-11 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”));

3.

Approval by the shareholders of the Corporation of a reorganization, merger, share exchange or consolidation (a “Reorganization”), provided that shareholder approval of a Reorganization will not constitute a Change in Control if, upon consummation of the Reorganization, each of the following conditions is satisfied:

a.

more than 60% of the then outstanding shares of common stock of the

corporation resulting from the Reorganization is beneficially owned by all or substantially all of the former shareholders of the Corporation in substantially the same proportions as their ownership existed in the Corporation immediately prior to the Reorganization;

b.

no Person beneficially owns 20% or more of either (a) the then outstanding shares of common stock of the corporation resulting from the transaction or (b) the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors; and

c.

at least a majority of the members of the board of directors of the corporation resulting from the Reorganization were members of the Incumbent Board at the time of the execution of the initial agreement providing for the Reorganization.

4.

Approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation, or of the sale or other disposition of all or substantially all of the assets of the Corporation.

5.

For purposes of this Agreement, “Person” means any individual, entity or group (within the meaning of Section 13(d)(3) of the Exchange Act, other than any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any affiliated company, and “beneficial ownership” has meaning given the term in Rule 13d-3 under the Exchange Act.

1.6

“Code” means the Internal Revenue Code of 1986, as amended.

1.7

“Disability” means the Executive’s ability to receive disability benefits under the Corporation’s short and long-term disability programs. Should such disability programs be discontinued by the Corporation prior to the Executive’s Normal Retirement Age then, for purposes of this Agreement “Disability” means the Executive’s inability to perform his or her duties with the Corporation on a full time basis for one hundred eighty (180) consecutive days or a total of at least two hundred forty (240) days in any twelve month period as a result of the Executive’s incapacity due to physical or mental illness (as determined by an independent physician selected by the Corporation’s Board of Directors.)

1.8

“Executive’s Interest” means the benefit set forth in Section 2.2.

1.9

“Insurer” means the insurance company issuing the Policy on the life of the Executive.

1.10

“Net Death Proceeds” means the total death proceeds of the Policy minus the greater of (i) the cash surrender value or (ii) the aggregate premiums paid by the Corporation.

1.11

“Normal Retirement Age” means the Executive attaining age 62.

1.12

“Plan Administrator” means the plan administrator described in Article 12.

1.13

“Policy” or “Policies” means the individual insurance policy or policies adopted by the Corporation for purposes of insuring the Executive’s life under this Agreement.

1.14

“Separation from Service” means that the Executive’s service, as an employee and independent contractor, to the Corporation and any member of a controlled group as defined in Section 414 of the Code to which the Corporation belongs, has terminated for any reason, other than by reason of a leave of absence approved by the Corporation or the death of the Executive.

2.1

Corporation’s Interest. The Corporation shall own the Policies and shall have the right to exercise all incidents of ownership and, subject to Article 4, the Corporation may terminate a Policy without the consent of the Executive. The Corporation shall be the beneficiary of the remaining death proceeds of the Policies after the Executive’s Interest is determined according to Section 2.2 below.

2.2

Executive’s Interest. The Executive, or the Executive’s assignee, shall have the right to designate the Beneficiary of an amount of death proceeds as specified in Section 2.2.1 or 2.2.2. The Executive shall also have the right to elect and change settlement options with respect to the Executive’s Interest by providing written notice to the Corporation and the Insurer.

2.2.1

Death Prior to Separation from Service. If the Executive dies while employed by the Corporation, the Executive’s Beneficiary shall be entitled to a benefit equal to One Hundred Thousand Dollars ($100,000), provided that such benefit shall not exceed the Net Death Proceeds.

2.2.2

Death After Separation from Service. If, pursuant to Article 3, the Executive has a Vested Insurance Benefit at the date of death, the Executive’s Beneficiary shall be entitled to a benefit equal to One Hundred Thousand Dollars ($100,000), provided that such amount shall not exceed the Net Death Proceeds. If the Executive has not achieved a Vested Insurance Benefit on the date of death, the Beneficiary will not be entitled to a benefit under this Agreement.

3.1

Vested Insurance Benefit. The Executive shall have a Vested Insurance Benefit equal to the amount specified in Section 2.2 as of the date the Policies are issued at the earliest of the following events:

3.1.1

Attainment of age sixty-two (62) while in the employ of the Corporation

3.1.2

Separation from Service due to Disability;

3.1.3

A Change of Control while employed by the Corporation; or

3.1.4

Adoption, by the Board at its discretion, of a resolution entitling the Executive to the Vested Insurance Benefit in Section 2.2 under circumstances not otherwise addressed in this Section 3.1.

3.2

Forfeiture of Benefit. Notwithstanding the provisions of Section 3.1, the Executive will forfeit his or her Vested Insurance Benefit if: (i) the Executive violates any of the provisions detailed in Article 6; (ii) the Executive vested pursuant to Section 3.1.2 and becomes gainfully employed by an entity other than the Corporation; or (iii) the Executive provides written notice to the Corporation declining further participation in the Agreement.

4.1

Insurance Policies. If the Executive has a Vested Insurance Benefit, the Corporation may provide such benefit through the Policies purchased at the commencement of this Agreement, or may provide comparable insurance coverage to the Executive through whatever means the Corporation deems appropriate. If the Executive waives or forfeits his or her right to the Vested Insurance Benefit, the Corporation shall choose to cancel the Policy or Policies on the Executive, or may continue such coverage and become the direct beneficiary of the entire death proceeds.

4.2

Offer to Purchase. If the Corporation discontinues a Policy while the Executive is employed by