Deferred Compensation Plan


    


    


    


    


    EXHIBIT
      10.3


    


    


    


    


    WESBANCO
      INC.

    


    Deferred
      Compensation Plan

    (DCP)

    


    


    FOR
      DIRECTORS AND ELIGIBLE EMPLOYEES

    


    


    


    


    


    


    


    



    
       

       

      

 

    

    Table
      of Contents

    


    


     

    
      
        	 	
                 

              	 

                Page

              
	 	 	 
	
                ARTICLE
                  I

              	 	 
	
                Definitions

              	 	
                2

              
	 	 	 
	
                ARTICLE
                  II

              	 	 
	
                Eligibility

              	 	
                5

              
	 	 	 
	
                ARTICLE
                  III

              	 	 
	
                Deferral
                  of Base Compensation

              	 	
                5

              
	 	 	 
	
                ARTICLE
                  IV

              	 	
                 

              
	
                Deferral
                  of Bonus

              	 	
                6

              
	 	 	
                 

              
	
                ARTICLE
                  V

              	 	
                 

              
	
                Employer
                  Contribution

              	 	
                7

              
	 	 	
                 

              
	
                ARTICLE
                  VI

              	 	
                 

              
	
                Accounting

              	 	
                7

              
	 	 	
                 

              
	
                ARTICLE
                  VII

              	 	
                 

              
	
                Vesting

              	 	
                9

              
	 	 	
                 

              
	
                ARTICLE
                  VIII

              	 	 
	
                Distribution
                  of Benefits

              	 	
                9

              
	 	 	
                 

              
	
                ARTICLE
                  IX

              	 	
                 

              
	
                Funding

              	 	
                11

              
	 	 	
                 

              
	
                ARTICLE
                  X

              	 	
                 

              
	
                Plan
                  Administration

              	 	
                12

              
	 	 	
                 

              
	
                ARTICLE
                  XI

              	 	
                 

              
	
                Amendment
                  and Discontinuance

              	 	
                14

              
	 	 	
                 

              
	
                ARTICLE
                  XII

              	 	
                 

              
	
                General
                  Provisions

              	 	
                15

              


      

    

    



    
       

       

       

    



    WesBanco,
      Inc. 

    Deferred
      Compensation Plan

    


    Preamble

    


    


    WHEREAS,
      WesBanco, Inc., for itself and each of its subsidiaries (collectively, the
      "Employer") desires to provide competitive total compensation to its key
      Employees so the Employer can attract and retain the executive talent necessary
      to drive the success of the Employer.

    


    WHEREAS,
      the
      Employer ,as part of a key employee’s total compensation, may provide additional
      employer funded deferred compensation benefits.

    


    WHEREAS,
      the
      Employer desires to allow its key Employees to defer portions of their Base
      Compensation and Bonus in order to encourage the Employees to maintain a
      long-term relationship with the Employer and provide flexibility to the Employee
      in his or her financial planning.

    


    WHEREAS,
      WesBanco, Inc. has allowed Directors to defer directors’ fees into The Restated
      WesBanco, Inc. and WesBanco Affiliate Banks Directors Deferred Compensation
      Plan
      (the "Directors’ Deferred Compensation Plan").

    


    WHEREAS,
      in
      order to ease the administration of the deferred compensation programs and
      directors, WesBanco intends to amend and restate the Directors’ Deferred
      Compensation Plan in its entirety to be set out in this document and combined
      with the program for employees.

    


    NOW,
      THEREFORE,
      the
      Employer adopts this Deferred Compensation Plan ("DCP") effective [________],
      2005.

    


    



    
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        1 -

       

       

    


    Article
      I

    Definitions

    


    
      	
              1.1

            	
              "Account"
                means an unfunded liability of the Employer in the name of each
                Participant. For any Director who participated in the Restated WesBanco,
                Inc. and WesBanco Affiliate Banks Directors Deferred Compensation
                Plan on
                the Effective Date, each Director’s Account balance under this DCP shall
                be equal to such Director’s Account balance under the Restated WesBanco,
                Inc. and WesBanco Affiliate Banks Directors Deferred Compensation
                Plan on
                the Effective Date.

            


    

    


    
      	
              1.2

            	
              "Base
                Compensation"
                means the Participant’s regular salary, wages and other cash remuneration
                which is scheduled to be paid to the Participant on a regular and
                periodic
                basis.

            


    

    


    
      	
              1.3

            	
              "Beneficiary"
                means any person(s) designated in writing by the Board to be a Participant
                to receive payment under this DCP in the event of the Participant's
                death.
                In the event the Participant is married and has designated no other
                beneficiary (or if the designated beneficiary has predeceased the
                Participant), Beneficiary shall mean the participant's spouse. In
                the
                event the Participant is not married at death and has designated
                no
                beneficiary (or if the designated beneficiary has predeceased the
                Participant), Beneficiary shall mean the Participant's
                estate.

            


    

    


    
      	
              1.4

            	
              "Board"
                means the Board of Directors of WesBanco, Inc.
                .

            


    

    


    
      	
              1.5

            	
              "Bonus"
                means any additional cash remuneration that is paid to a Participant
                over
                and above any Base Compensation, and any other amounts as determined
                by
                the Board.

            


    

    


    
      	
              1.6

            	
              "Change
                in Control Event"
                means Change in Control Event as defined in Notice 2005-1, or any
                superseding guidance issued by the Internal Revenue Service or the
                U.S.
                Treasury. 

            


    

    


    
      	
              1.7

            	
              "Code"
                means the Internal Revenue Code of 1986, as
                amended.

            


    

    


    
      	
              1.8

            	
              "Director"
                means a non-employee member of the Board (exclusive of Honorary
                Directors). Directors who are also Employees shall participate in
                this
                Plan, if at all, under the provisions applicable to
                Employees.

            


    

    


    
      	
              1.9

            	
              "Directors’
                Fees"
                means amounts paid for service as a non-employee members of the
                Board.

            


    

    


    
      	
              1.10

            	
              "Disability"
                or "Disabled" means
                a Participant (a) is unable to engage in any substantial gainful
                activity
                by reason of any medically determinable physical or mental impairment
                which can be expected to result in death or can be expected to last
                for a
                continuous period of not less than 12 months, or (b) is, by reason
                of any
                medically determinable physical or mental impairment which can be
                expected
                to result in death or can be expected to last for a continuous period
                of
                not less than 12 months, receiving income replacement benefits for
                a
                period of not less than 3 months under an accident and health plan
                covering employees of the Employer.

            


    

     

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      2 -

    
 

    
      	
              1.11

            	
              "Earnings"
                means the positive or negative adjustment to a Participant’s Account that
                is based on the hypothetical rate of return as determined with respect
                to
                a Participant’s Account under the rules of §6.2 of the Plan and is
                intended to reflect the change that would have occurred in the value
                of
                the Account if the Account had actually been
                invested.

            


    

    


    
      	
              1.12

            	
              "Effective
                Date"
                means _________________, 2005, the date of the adoption by the Board
                of
                this DCP.

            


    

    


    
      	
              1.13

            	
              "Eligible
                Employee"
                means an Employee who has been designated as eligible to participate
                in
                this Plan but has not at any time made contributions to this Plan
                pursuant
                to Articles III or IV or received an allocation pursuant to Article
                V.
                

            


    

    


    
      	
              1.14

            	
              "Employee"
                means any individual employed by the
                Employer.

            


    

    


    
      	
              1.15

            	
              "Employer"
                means WesBanco, Inc. and any subsidiary or other entity that would
                be part
                of the controlled group of corporations or under common control with
                WesBanco, Inc as defined in Code §414 (b&c), and that adopts this Plan
                under the procedures and terms and conditions established by the
                Board.
                

            


    

    


    
      	
              1.16

            	
              "ERISA"
                means the Employee Retirement Income Security Act of 1974, as
                amended.

            


    

    


    
      	
              1.17

            	
              "Fiscal
                Year"
                means the 12-consecutive month accounting period adopted by the Employer
                for federal income tax purposes.

            


    

    


    
      	
              1.18

            	
              "Participant"
                means (i) an Employee who has been designated pursuant to Article
                II and
                makes one or more deferrals pursuant to Article III or IV of this
                DCP or
                receives an allocation pursuant to Article V, (ii) any Director who
                elects
                to make deferrals of fees on or after the effective date of this
                DCP and
                (iii) any former Eligible Employee or Director who has an Account
                balance
                under this DCP, including Account balances for Directors transferred
                from
                the Restated WesBanco, Inc. and WesBanco Affiliate Banks Directors’
                Deferred Compensation Plan.

            


    

    


    
      	
              1.19

            	
              "Plan"
                or
                "DCP"
                means the WesBanco, Inc. Deferred Compensation
                Plan.

            


    

    


    
      	
              1.20

            	
              "Plan
                Year"
                means the 12-consecutive month period beginning each January 1 and
                ending
                on the following December 31.

            


    

    


    
      	
              1.21

            	
              "Qualified
                401(k) Plan"
                means the WesBanco, Inc. 401(k) Profit Sharing Plan or the qualified
                plan
                of the Employer having 401(k) features that is applicable to the
                Eligible
                Employee.

            


    

     

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      3 -

    
 

    
      	
              1.22

            	
              "Retirement"
                means separation from service within the meaning of Section 409A
                of the
                Code on or after attaining age 62.

            


    

    


    
      	
              1.23

            	
              "Salary
                Deferral"
                means the total amount deferred by the Participant from his or her
                Base
                Compensation under Article III and from his or her Bonus under Article
                IV.

            


    

    


    
      	
              1.24

            	
              "Valuation
                Date"
                means the date or dates as of which the Participant’s Account is valued
                and adjusted for all contributions, distributions, Earnings, expenses
                and
                other like items.

            


    

    


    
      	
              1.25

            	
              "Vested"
                means the nonforfeitable portion of a Participant’s
                Account.

            


    

    


    
      	
              1.26

            	
              "Year
                of Service"
                means one completed Plan Year during which the Participant is
                employed.

            


    

    


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      4 -

    
       

       

       

       

    


    Article
      II

    Eligibility

    


    


    a. Directors.
      Each
      Director who is or becomes a Director on or after the Effective Date of this
      Plan shall be eligible to defer fees under Article III of this Plan. Directors
      (including then former Directors) with an account balance under the Restated
      WesBanco, Inc. and WesBanco Affiliate Banks Directors Deferred Compensation
      Plan
      shall automatically become a Participant in this DCP on the Effective Date
      with
      an initiated Account balance equal to his or her then Account balance under
      the
      Restated WesBanco, Inc. and WesBanco Affiliate Banks Deferred Compensation
      Plan.

    


    b.
       Employees.
      Any
      Employee who is individually designated by the Board in writing to be eligible
      to participate in this DCP shall be eligible to participate in this Plan. No
      Employee shall be eligible to participate in this Plan unless or until he or
      she
      receives written confirmation from the Human Resources Department of the
      Employer that he or she has been designated by the Board to be eligible to
      participate in this Plan. In choosing Employees from time to time to be eligible
      to participate in this Plan, the Board shall have plenary discretion in all
      respects and may apply any criteria for eligibility it may choose and may change
      or be inconsistent in the criteria it chooses, in its discretion, except, only
      Employees who are considered to be in a select group of management or highly
      compensated employees, within the meaning of DOL Reg. §2520.104-24, shall be
      eligible to participate in this Plan. No distribution shall be made to an
      Employee who ceases to meet the eligibility conditions of this Plan until such
      time as the distribution would be made pursuant to Article VIII.

    


    


    Article
      III

    Deferral
      of Directors’ Fees and Base Compensation

    


    a. Directors’
      Fees. Each
      Director may elect to defer all or any portion of his or her Directors’ Fees to
      be earned after that election is made under the rules set forth in this Article
      III.

    


    b. Base
      Compensation of Employees.
      Each
      Eligible Employees (or Eligible Employees who have previously made or received
      allocations under this Plan) may elect to defer all or any portion of his or
      her
      Base Compensation as he or she may elect in advance of the earning of that
      compensation.

    


    c. Method
      of Election.
      Such
      election shall be made by the Director or Eligible Employee by completing and
      delivering to the Human Resources Department his or her election form no later
      than the last day of the Plan Year preceding the Plan Year in which the Base
      Compensation is earned. 

    


    However,
      an individual who becomes a Director or an Eligible Employee during a Plan
      Year
      may complete and deliver to the Human Resources Department his or her election
      form within 30 days after first becoming a Director or an Eligible Employee
      and
      may defer all or any portion of his or her Directors’ Fees or Base Compensation,
      as the case may be, earned subsequent to the deferral election.

     

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      5 -

    
 

    Any
      such
      election made by a Participant to defer his or her Directors’ Fees or Base
      Compensation shall be irrevocable for the entire Plan Year and shall continue
      for all subsequent years unless revoked. Any Participant may change or revoke
      his or her deferral election to be effective with respect to Directors’ Fees or
      Base Compensation to be earned in a subsequent Plan Year by submitting a new
      election form to the Human Resources Department no later than the last day
      of
      the Plan Year preceding the next Plan Year. Such change or revocation will
      take
      effect on the first day of the Plan Year next following receipt by the Human
      Resources Department of such election form.

    


    On
      the
      election form by which the Director or Eligible Employee elects to defer
      Directors’ Fees or Base Compensation, he or she can designate a date certain for
      its distribution, together with Earnings and Matching Contributions for Eligible
      Employees, if any. If no date certain is designated, all amounts held with
      respect to the deferral of Directors’ Fees or Base Compensation will be
      distributed, for Directors, 180 days after the Directors’ separation from
      service (as defined in IRS Notice 2005-1) or, for Eligible Employees, 180 days
      after the Eligible Employee’s separation from service (as defined in IRS Notice
      2005-1) or after the attaining age 62, as described in Section 8.1, unless
      otherwise accelerated for Directors and Eligible Employees under Article VIII.
      

    


    The
      deferral election under this DCP is separate from any election made to the
      Qualified 401(k) Plan and an Eligible Employee is not required to participate
      in
      the Qualified 401(k) Plan as a condition for participation in this
      DCP.

    


    


    


    Article
      IV

    Deferral
      of Bonus

    


    Each
      Participant (which for purposes of this Article IV does not include Directors)
      may elect to defer all or any portion of his or her Bonus, as established by
      the
      Board. 

    


    If
      the
      Bonus is "performance-based compensation" as that phrase is defined for purposes
      of Code §409A and is based on services performed over a period of at least 12
      months, such election shall be made by the Participant by completing and
      delivering to the Human Resources Department his or her election form no later
      than the last day of the sixth month of the period during which the Bonus is
      earned. 

    


    If
      the
      bonus is not "performance-based compensation" as that phrase is defined for
      purposes of Code §409A, or if the period of the services on which the Bonus is
      based is less than 12 months, such election shall be made by the Participant
      by
      completing and delivering to the Human Resources Department his or her election
      form no later than the later of (1) the end of the Plan Year that precedes
      the
      beginning of the period during which the Bonus is earned, or (2) such date
      as
      permitted under guidance regarding non-qualified deferred compensation issued
      by
      the Internal Revenue Service or the U.S. Treasury.

     

    -
      6 -

    
 

    Any
      such
      election made by a Participant to defer his or her Bonus shall be irrevocable
      during the Plan Year to which it is applicable.

    


    On
      the
      election form by which the Eligible Employee elects to defer his or her Bonus,
      he or she can designate a date certain for its distribution, together with
      Earnings and Employer Contributions, if any. If no date certain is designated
      on
      the election form, all amounts held in the Plan with respect to deferrals of
      Bonus shall be distributed after his or her separation from service (as defined
      in IRS Notice 2005-1) or attaining age 62 as described in Section 8.1, unless
      otherwise accelerated under Article VIII.

    


    Any
      such
      Bonus deferral election is separate from any election made with respect to
      Base
      Compensation, or the Qualified 401(k) Plan and the Eligible Employee is not
      required to participate in the Qualified 401(k) Plan as a condition for
      participation in this Plan.

    


    


    Article
      V

    Employer
      Contribution

    


    The
      Employer may, but shall not be required to, make an allocation to the Account
      of
      one or more Eligible Employees (which term excludes non-employee Directors)
      for
      any Plan Year in which a Participant is eligible to participate in this Plan
      in
      an amount determined and calculated by the Board, in its sole an absolute
      discretion. The Board may choose to make contributions with respect to one
      Eligible Employee and not others and it shall not be discrimination within
      the
      meaning of the Plan for the Board to exercise discretion as to whether to make
      contributions with respect to one or more Eligible Employee but not others
      or to
      vary the amount of the Employer contribution among Eligible Employee who receive
      Employer contributions. For this purpose, the Board may take into account such
      portion of the Participant’s remuneration as the Board in its sole discretion
      determines. No Participant shall receive a contribution under this Article
      V
      unless the Participant is in the employ of the Employer as of the last day
      of
      the Plan Year, unless the Eligible Employee attained age 65 during such Plan
      Year.

    


    


    Article
      VI

    Accounting

    


    6.1 Allocation
      to Participant’s Account

    


    
      	 	
              a.

            	
              The
                total amount of the deferred Directors’ Fees or Base Compensation shall be
                credited to the Participant’s Account as of the date such amount would
                otherwise have been paid to such
                Participant.

            


    

     

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      7 -

    
 

    
      	 	
              b.

            	
              The
                total amount of any deferred Bonus shall be credited to the Participant's
                Account as of the date such amount would otherwise have been paid
                to such
                Participant. 

            


    

    


    
      	 	
              c.

            	
              The
                total amount of the Employer Contribution made pursuant to Article
                V shall
                be credited to the Participant’s Account as of the date or dates
                established by the Board. Such allocation dates shall be established
                by
                the Board in their sole discretion.

            


    

    


    6.2 Earnings

    


    The
      Participant will receive a statement at least annually, and at such other dates
      set by the Human Resources Department, reflecting all adjustments for
      contribution allocations, distributions and Earnings. The Participant's Account
      shall be adjusted on the last day of each Plan Year and at such other Valuation
      Dates established by the Human Resources Department in its sole discretion
      to
      reflect all contribution allocations, distributions and Earnings. The Human
      Resources Department shall develop such accounting procedures as it, in its
      sole
      discretion, deems advisable to properly reflect the value attributable to the
      Participant’s Account.

    


    Unless
      the Board chooses to set aside assets in a grantor trust with respect to which
      the Participant may direct the investment of his or her Account balance,
      Earnings prior to a Change in Control Event shall be determined using any rate
      established by the Board in its sole discretion and shall remain in effect
      for
      such period as the Board establishes in its discretion. For this purpose, the
      Board may establish a rate of return that is based on an external or internal
      index, a formula taking into account multiple items, changes in the value of
      WesBanco, Inc. common stock, or any other criteria it deems suitable. In the
      event of a Change in Control Event, Earnings shall be based on a rate of
      interest no less than the prime rate quoted in the Wall Street Journal for
      the
      date of the Change in Control Event, or the nearest date to that date, plus
      2%.
      This prime rate plus 2% method shall be used for a period of one year, subject
      to termination of the Plan as approved in Article XI or waiver by the
      Participant, and in no event may the Board reduce such rate under any provision
      of this DCP.

    


    Prior
      to
      a Change in Control Event, the Board may, but shall not be required to, set
      assets aside in a grantor trust with individual accounting and allow
      Participants to direct the investment of their individual Account balance from
      such range of investments as the Human Resources Department may permit from
      time
      to time but which shall at all times include WesBanco common stock. After a
      Change in Control Event, all assets shall be credited with Earnings at a rate
      no
      less than the prime rate plus 2% method described in the foregoing paragraph.
      

    


    The
      Board, in its sole discretion, may take into account when determining Earnings,
      except as Earnings is mandated to be prime plus 2% following a Change in Control
      Event, any administrative or trustee expense that would affect the rate of
      return if the Participant’s Account had actually been invested.

    


    Should
      the Participant become entitled to a distribution, Earnings will be credited
      to
      the Participant’s Account until the Account is completely distributed using the
      Earnings method in effect and applicable to each Valuation Date. For the purpose
      of this Earnings allocation, the Board may use an estimated distribution date,
      which shall be reasonably close in time to when the distribution is actually
      made in order to minimize lost earnings to the Participant due to being
      uninvested.

     

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      8 -


    All
      Earnings allocation methods shall be applied uniformly and without regard to
      employment position. However, in order to preserve principal for any Participant
      who is nearing retirement, or who is in pay status, such rule shall not prohibit
      use of different Earnings methods that is sensitive to age and the Participant’s
      proximity to retirement.

    


    


    Article
      VII

    Vesting

    


    A
      Participant’s Account attributable to his or her Salary Deferrals shall always
      be 100% nonforfeitable.

    


    A
      Participant’s Account attributable to Employer Contributions shall vest at such
      times and be subject to such restrictions and conditions as the Board shall
      determine in its sole discretion.

    


    The
      vested percentage of the Account shall be determined at the Participant’s
      termination of employment. Should the Participant’s employment terminate due to
      Retirement, death or Disability, the Participant’s Account shall be 100% vested.
      Further, in the event of a Change in Control Event or if the DCP is terminated
      by the Employer, the Account of each Participant who is then an active Employee
      will become 100% vested regardless of the Participant’s Years of
      Service.

    


    Any
      amount unvested at termination of employment, other than for Retirement, death
      or Disability, shall be forfeited and shall not be recredited to the Account
      regardless of any subsequent return to employment unless the Board, in its
      sole
      discretion, elects otherwise.

    


    


    Article
      VIII

    Distribution
      of Benefits

    


    8.1 General
      Rule

    


    Unless
      a
      specific date for distribution is set forth on an election form, the benefits
      under this Plan (the Participant’s Account) shall be paid over a period of ten
      (10) years, in substantially equal annual installments. The first payment shall
      be made no earlier than the earlier of (i) the date specified on the election
      form, (ii) 180 days after the date the Participant separates from service (as
      defined in IRS Notice 2005-1) or (iii) the date the Participant attains age
      65.
      If a specific date is set forth in an election form, the portion of the
      Participant’s Account attributable to deferrals or allocations attributable to
      that election form, together with Earnings thereon, shall be distributed on
      the
      date specified on the election form. For the purposes of distribution of that
      portion of a Director’s Account attributable to deferrals before the Effective
      Date, distribution shall be made in accordance with elections made by the
      Director prior to the Effective Date.

     

    -
      9 -


    8.2 Modification
      of General Rule

    


    
      	 	
              a.

            	
              Death
                and Disability. In
                the event a Participant dies or becomes Disabled, the balance of
                the
                Participant's Account shall be paid over a period of three (3) years,
                in
                substantially equal annual installments to the Participant, or in
                the case
                of death, to the Participant’s Beneficiary. The first payment shall be
                made no later than 60 days after the date of the Participant’s Disability
                or death.

            


    

    
      	 	 	 


    

    
      	 	
              b.

            	
              Change
                in Control Event.
                Unless the Participant elects otherwise, in the event of a Change
                in
                Control Event prior to commencement of benefits, the Participant’s Account
                shall be paid in a lump sum one year after the occurrence of a Change
                in
                Control Event. Such Participant may elect at any date prior to the
                Change
                in Control Event, to defer payment of all or a portion of his or
                her
                Account by delivering an election to such effect to the Human Resources
                Department. Such deferral shall be directed by the Participant but
                shall
                be for a minimum of five years. Such deferred payment shall be made
                in
                accordance with Section 8.1 or Section 8.2(a), as applicable.
                

            


    

    


    In
      the
      event of a Change in Control Event after benefits have commenced, the remaining
      balance of the Participant's Account shall be paid in a lump sum as soon as
      administratively practicable after the Change in Control Event to the
      Participant or, if the Participant has died, to the Participant's Beneficiary.
      

    


    c. Qualified
      Domestic Relations Order. If
      the
      terms of a qualified domestic  relations
      order require payment to a spouse, such payment shall be made as set
 forth
      in
      the qualified domestic relations order.

    


    d. Payment
      of Employment Taxes.
      If tax
      amounts need be paid under Code  §§3101
      and 3121(v) or withheld under Code §3401 with respect to amounts  deferred
      here under, an amount necessary to met those tax obligations may be  distributed.

    


    8.3 Election
      Method

    


    Elections
      shall be made in writing on a form provided by the Human Resources Department
      and shall be made in accordance with the rules established by the Human
      Resources Department.

    


    8.4 Earnings
      on Unpaid Balances

    


    In
      the
      event a Participant separates from employment and is entitled to receive a
      distribution, the Participant's Account shall continue to be credited with
      Earnings until the Account is completely distributed pursuant to the provisions
      set forth in §6.2 of this Plan.

     

    -
      10 -

    
 

    8.5 Request
      for Benefits

    


    Any
      person claiming a benefit under the DCP shall present the request to the Human
      Resources Department in writing, which shall respond in writing as soon as
      may
      be feasible. 

    


    8.6 Tax
      Withholding

    


    With
      respect to any benefit payments under the DCP, Employer shall make all
      appropriate income tax withholdings; however, the Participant will be solely
      liable for any and all income taxes applicable on such benefit
      payments.

    


    The
      benefits which accrue under the DCP are subject to FICA taxes (which include
      the
      Old-Age, Survivors and Disability Insurance tax and/or Medicare tax, as the
      case
      may be) which may become due before the benefits are actually paid as provided
      under Code Section 3121(v)(2) and related IRS regulations.

    


    To
      ensure
      proper compliance with these regulations, Employer will calculate the amount
      of
      FICA tax when it becomes due and notify the Participant of the amount of his
      or
      her share of such tax. Employer will remit the entire tax to the IRS and arrange
      for the collection of the Participant’s share of the tax from the Participant.
      The Participant will be solely liable for his or her share of FICA taxes on
      benefits accrued under the DCP.

    


    


    Article
      IX

    Funding

    


    9.1 Unfunded
      Plan

    


    Benefits
      under this DCP shall be paid from the general assets of the Employer. This
      DCP
      shall be administered as an unfunded plan which is maintained primarily for
      the
      purpose of providing supplemental retirement compensation "for a select group
      of
      management or highly compensated employees" as set forth in Sections 201(2),
      301(3), and 401(a)(1) of the ERISA, and is not intended to meet the
      qualification requirements of Section 401 of the Code. Any assets set aside
      by
      the Employer for the purpose of paying benefits under this DCP shall not be
      deemed to be the property of the Participant and shall be subject to claims
      of
      creditors of the Employer. No participant or other person shall have any claim
      against, right to, or security or other interest in, any fund, account or asset
      of the Employer from which any payment under the DCP may be made. Any use of
      the
      words "contributions", "contribute", "earnings" or "Earnings" or any similar
      phrase, shall not require actual contributions or funding of this DCP and is
      only used for convenience when describing the deferral and supplemental
      retirement benefit activities of this DCP.

    


     

    -11-

    
 

    Article
      X

    Plan
      Administration

    


    10.1 General
      Duty

    


    The
      DCP
      shall be administered by the Board which may delegate the power and duty to
      perform any non-discretionary actions to the Human Resources Department in
      addition to the powers and authority given to the Human Resources Department
      under the terms of this DCP. It shall be the principal duty of the Board to
      oversee that the provisions of the DCP are carried out in accordance with its
      terms, for the exclusive benefit of persons entitled to participate in the
      DCP.
      It shall be the principal duty of the Human Resources Department to exercise
      its
      power and authority to administer the DCP as directed by the Board and as its
      powers and duties are set out in this DCP.

    


    10.2 Board's
      General Powers, Rights and Duties

    


    The
      Board
      shall have full power to administer the DCP in all of its details, subject
      to
      the applicable requirements of law. For this purpose, the Board is, as respects
      the rights and obligations of all parties with an interest in this DCP, given
      the powers, rights and duties specifically stated elsewhere in the DCP, or
      any
      other document, and in addition is given, but not limited to, the following
      powers, rights and duties:

    


    
      	 	
              a.

            	
              to
                determine all questions arising under the DCP, including the power
                to
                determine the rights or eligibility of Employees or Participants
                and any
                other persons, and the amounts of their contributions or benefits
                under
                the DCP, to interpret the DCP, and to remedy ambiguities, inconsistencies
                or omissions;

            


    

    


    
      	 	
              b.

            	
              to
                adopt such rules of procedure and regulations, including the establishment
                of any claims procedure that may be required by law, as in its opinion
                may
                be necessary for the proper and efficient administration of the DCP
                and as
                are consistent with the DCP;

            


    

    


    
      	 	
              c.

            	
              to
                direct payments or distributions from the DCP in accordance with
                the
                provisions of the DCP;

            


    

    


    
      	 	
              d.

            	
              to
                develop such information as may be required for tax reporting and
                withholding or other purposes; and

            


    

    


    
      	 	
              e.

            	
              to
                employ agents, attorneys, accountants or other persons (who also
                may be
                employed by an Employer), and allocate or delegate to them such powers,
                rights and duties as the Board may consider necessary or advisable
                to
                properly carry out the administration of the
                DCP.

            


    

    


    -12-

    
 

    10.3 Exercise
      of Authority

    


    Whenever
      any discretionary action by the Board is required, the Board may exercise its
      authority in a manner that discriminates between and among participants. The
      Board shall not be required to treat each Eligible Employee and each Participant
      in the same way. Non-discretionary duties exercised by the Human Resources
      Department shall be exercised in a nondiscriminatory manner so that all persons
      similarly situated will receive substantially the same treatment from the Human
      Resources Department.

    


    However,
      such preceding requirement shall not prohibit the Human Resources Department
      from valuing the Account of a Participant at a different date or time in order
      to facilitate a distribution, nor from taking other actions which may be
      different with respect to a Participant so long as with respect to a particular
      action, right, or privilege granted by the DCP or established by the Human
      Resources Department, the Participant is treated in a similar
      fashion.

    


    10.4 Indemnification
      of Administrator

    


    The
      Employer agrees to indemnify and to defend to the fullest extent permitted
      by
      law any Employee serving in the Human Resources Department or otherwise as
      a
      delegate or agent of the Board (including any Employee or former Employee who
      is
      serving or formerly served as a delegate or agent of the Board) against all
      liabilities, damages, costs and expenses (including attorney's fees and amounts
      paid in settlement of any claims approved by the Employer) occasioned by any
      act
      or omission to act in connection with the DCP, if such act or omission is or
      was
      in good faith.

    


    10.5 Information
      Required by Human Resources Department

    


    The
      Human
      Resources Department shall obtain such data and information as the Human
      Resources Department may deem necessary or desirable in order to administer
      the
      DCP. The records of the Employer as to an Employee's or Participant's period
      or
      periods of employment, termination of employment and the reason therefore,
      leave
      of absence, re-employment and earnings will be conclusive on all persons unless
      determined by independent agents or delegates of the Human Resources Department
      to be incorrect. Participants and other persons entitled to benefits under
      the
      DCP also shall furnish the Human Resources Department with such evidence, data
      or information as the Human Resources Department considers necessary or
      desirable to administer the DCP.

    


    10.6 Claims
      and Review Procedures

    


    
      	 	
              a.

            	
              Claims
                Procedure.
                If
                any Participant believes he is being improperly denied any rights
                or
                benefits under the DCP, such Participant may file a claim in writing
                with
                the Human Resources Department. If any such claim is wholly or partially
                denied, the Human Resources Department shall notify such Participant
                of
                its decision in writing. Such notification shall be written in a
                manner
                calculated to be understood by such Participant and shall contain
                (i)
                specific reasons for the denial, (ii) specific reference to pertinent
                DCP
                provisions, (iii) a description of any additional material or information
                necessary for the Participant to perfect such claim and an explanation
                of
                why such material or information is necessary, and (iv) information
                as to
                the steps to be taken if the Participant wishes to submit a request
                for
                review. Such notification shall be given within 30 days after the
                claim is
                received by the Human Resources Department (or within 60 days, if
                special
                circumstances require an extension of time for processing the claim,
                and
                if written notice of such extension and circumstances is given to
                such
                Participant within the initial 30 day period). If such notification
                is not
                given within such period, the claim shall be considered denied as
                of the
                last day of such period and such Participant may request a review
                of his
                claim.

            


    

     

     

    -13-

    
 

    
      	 	
              b.

            	
              Review
                Procedure.
                Within 30 days after the date on which a Participant receives a written
                notice of a denied claim (or, if applicable, within 30 days after
                the date
                on which such denial is considered to have occurred) such Participant
                (or
                his duly authorized representative) may (i) file a written request
                with
                the Board for a review of his denied claim and of pertinent documents,
                and
                (ii) submit written issues and comments to the Board. The Board shall
                notify such Participant of its decision in writing. Such notification
                shall be written in a manner calculated to be understood by such
                Participant and shall contain specific reasons for the decision as
                well as
                specific references to pertinent DCP provisions. The decision on
                review
                shall be made within 30 days after the request for review is received
                by
                the Board (or within 60 days, if special circumstances require an
                extension of time for processing the request, such as an election
                by the
                Board to hold a hearing, and if written notice of such extension
                and
                circumstances is given to such person within the initial 30-day period).
                If the decision on review is not made within such period, the claim
                shall
                be considered denied.

            


    

    


    10.7 Furnishing
      Information or Providing Other Reports

    


    The
      Human
      Resources Department shall provide Employees with: (a) a description of the
      DCP
      and (b) such other information or notices as required by ERISA or other
      applicable law. After payment by the Employee of a reasonable charge, which
      charge may be waived by the Human Resources Department, the Human Resources
      Department shall provide the Employee with a copy of this DCP upon written
      request by the Employee. The Human Resources Department shall also file with
      government authorities any reports or returns required.

    


    


    Article
      XI

    Amendment
      and Discontinuance

    


    The
      Employer hereby reserves the right and power, by action of the Board, to amend,
      suspend or terminate the Plan in whole or in part, at any time. Included in
      the
      Employer’s right
      to
      amend, suspend or terminate is the Employer’s right at any time to no longer
      permit any additional participants under the DCP, to cease making benefit
      allocations, and to distribute all Account balances upon DCP termination unless
      such terminated distribution would violate the 

     

    -
      14
      -

     

     

    distribution
      restrictions of Code §409A(a)(2)(A) and Code §409(a)(3). The Human Resources
      Department may promulgate rules and procedures from time to time to carry out
      the provisions of this Article XI. However, in no event shall the Employer
      or
      Board have the right to eliminate or reduce any benefit which has been vested
      or
      become nonforfeitable under the DCP, pursuant to Article VII. 

    


    


    Article
      XII

    General
      Provisions

    


    12.1 Notices

    


    Each
      Participant entitled to benefits under the DCP must file in writing with the
      Board such Participant's post office address and each change of post office
      address. Any communication, statement or notice addressed to any such
      Participant at the last post office address filed with the Human Resources
      Department will be binding upon such person for all purposes of the DCP, and
      the
      Human Resources Department shall not be obligated to search for or ascertain
      the
      whereabouts of any Participant. Any notice or document required to be given
      to
      or filed with the Human Resources Department shall be considered as given or
      filed if delivered or mailed by registered mail, postage prepaid, to WesBanco,
      Inc., .One Bank Plaza, Wheeling, WV 26003

    


    12.2 Employment
      Rights

    


    The
      DCP
      does not constitute a contract of employment, and participation in the Plan
      will
      not give any Participant the right to be retained in the employ of the Employer
      nor any right or claim to any benefit under the DCP, unless such right or claim
      has specifically accrued under the terms of the DCP.

    


    12.3 Interests
      Not Transferable

    


    Except
      as
      may be required by law, including the federal income and employment tax
      withholding provisions of the Code, or of an applicable state's income tax
      act,
      the interests of Participants and their beneficiaries under this Plan are not
      subject to the claims of their creditors and may not be voluntarily or
      involuntarily sold, transferred, alienated, assigned or encumbered. The
      preceding shall not preclude the Employer from asserting any claim for damages
      or for any debt that the Employer may have with respect to the
      Participant.

    


    12.4 No
      Interest or Earnings

    


    No
      interest or earnings of any type shall accrue, be credited or be payable on
      any
      amounts that are credited to a Participant's Account under this DCP other than
      as specified at Section 6.2.

     

     

    -
      15 -


    12.5 Facility
      of Payment

    


    When
      a
      Participant entitled to benefits under the DCP is under a legal disability,
      or,
      in the Human Resources Department's opinion, is in any way incapacitated so
      as
      to be unable to manage his financial affairs, the Human Resources Department
      may
      direct that the benefits to which such Participant otherwise would be entitled
      shall be made to such Participant's legal representative, or to such other
      person or persons as the Human Resources Department may select for the benefit
      of such Participant. Any payment made in accordance with the provisions of
      this
      Section 12.5 shall be a full and complete discharge of any liability for such
      payment.

    


    12.6 Gender
      and Number

    


    Where
      the
      context permits, words denoting the masculine gender shall include the feminine
      gender, the singular shall include the plural, and the plural shall include
      the
      singular.

    


    12.7 Controlling
      State Law

    


    To
      the
      extent not superseded by the laws of the United States, the laws of the state
      of
      West Virginia shall be controlling in all matters relating to the
      DCP.

    


    12.8 Severability

    


    In
      case
      any provisions of the DCP shall be held illegal or invalid for any reason,
      such
      illegality or invalidity shall not affect the remaining provisions of the DCP,
      and the DCP shall be construed and enforced as if such illegal and invalid
      provisions had never been set forth in the DCP.

    


    12.9 Statutory
      References

    


    All
      references to the Code and ERISA include reference to any comparable or
      succeeding provisions of any legislation which amends, supplements or replaces
      such section or subsection.

    


    12.10 Headings

    


    Section
      headings and titles are for reference only. In the event of a conflict between
      a
      title and the content of a section, the content of the section shall
      control.

    


    12.11 Non-taxable
      Benefits

    


    It
      is the
      intention of each Employer that this DCP meet all requirements of the Code
      so
      that the benefits provided are non-taxable during the period of deferral and
      until actual distribution is made.

     

     

    -
      16 -

    
 

    12.12 Action
      by the Employer

    


    Any
      action to be performed by the Employer under the DCP shall be by resolution
      of
      its board of directors, by a duly authorized committee of its board of
      directors, or by a person or persons authorized by resolution of its board
      of
      directors or by resolution of such committee.

    


    


    Executed
      this ____ day of _______________________________, 2005.

    


    


    


    
                               
        WESBANCO, INC. 

    

    
      	 	 
	 	 By: 


    

    Witness

     

     

     

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      17 -