Salary continuation Agreement


    EXHIBIT
      10.1


    


    AMENDMENT
      TO 

    WESBANCO
      BANK, INC.

    SALARY
      CONTINUATION AGREEMENT

    


    


    THIS
      AMENDMENT TO THE WESBANCO BANK, INC. SALARY CONTINUATION AGREEMENT by and
      between WesBanco Bank, Inc. a state chartered commercial bank located in
      Wheeling, West Virginia (the "Company") and ___________ (the "Executive")
      initially effective April 14, 2000 is made and entered into as of the ___ day
      of
      July, 2005. 

    


    WHEREAS,
      the Company and the Executive are parties to the Salary Continuation Agreement
      that provides, among other things, that, before the happening of a Change in
      Control, if the Executive ceases to be an employee by reason of Early
      Termination or Retirement prior to the Executive’s Normal Retirement Date, the
      Executive would receive a monthly benefit commencing at age 65 and payable
      for
      10 years in the amount determined with reference to the number of years that
      have passed after April 14, 2000 and the column on Schedule A labeled "Early
      Termination/Retirement Benefit payable at Age 65" or, if such Early Termination
      or Retirement prior to Normal Retirement Age should occur after a Change in
      Control, the Executive would receive a monthly benefit commencing at his age
      65
      in the amount determined with reference to the column on Schedule A labeled
      "Change in Control Annual Benefit Payable at Age 65";

    


    WHEREAS,
      the parties recognize that to the extent the amount payable in connection with
      a
      Change in Control is greater than the amount payable without regard to a Change
      in Control, that amount must be taken into account for purposes of Section
      280G
      of the Internal Revenue Code of 1986, as amended; and 

    


    WHEREAS,
      the parties intend by this Amendment to eliminate the increase in the amount
      payable upon an Early Termination or retirement prior to Normal Retirement
      Age.

    


    NOW,
      THEREFORE, in consideration of the premises and intending to be legally bound
      hereby, the parties agree as follows:

    


    1.
      Defined
      Terms.
      Initially capitalized words used herein and not otherwise defined shall have
      the
      meaning ascribed thereto in the Salary Continuation Agreement.

    


    2.
      Section
      2.4 Deleted in its Entirety.
      The
      parties agree that Section 2.4 is deleted from the Salary Continuation Agreement
      in its entirety. The amount payable to the Executive upon an Early Termination
      or Retirement prior to his Normal Retirement Age shall be the amount determined
      under Section 2.2 by reference to the number of years that have then passed
      since April 14, 2000 and the column headed "Early Termination/Retirement Annual
      Benefit Payable at Age 65" on Schedule A whether such Early Termination or
      Retirement prior to Normal Retirement Age occurs before or after a Change in
      Control.

    


    3.
      Change
      to Schedule A.
      The
      column headed "Change of Control Annual Benefit Payable at Age 65" is deleted
      in
      its entirety from Schedule A.

    


    4.
      References
      to Change in Control.
      All
      references to Change in Control, including the definition at Section 1.1 of
      the
      Salary Continuation Agreement are inoperative from and after the effective
      date
      of this Amendment.

    


    5.
      Company
      Acknowledgement.
      The
      Company acknowledges that the effect of this amendment under the Executive’s
      existing Employment Agreement could be to increase the amount of cash payment
      payable to the Executive following a change in Control as defined in his
      Employment Agreement.

    


    6.
      Effectiveness
      of Salary Continuation Agreement.
      Except
      as changed in this Amendment, the Salary Continuation Agreement remains in
      full
      force and effect in accordance with its terms.

    


    IN
      ORDER
      TO cause this Amendment to the Salary Continuation Agreement to be effective,
      the parties have caused its execution as of the dates indicated.

    


    


    WESBANCO
      BANK, INC.

    ATTEST

    


    ____________________________        By:
      ______________________________

    


    Title:
      _____________________________

    


    Date:
      _____________________________

    


    


    EXECUTIVE

    WITNESS:

    


    _____________________________      _________________________________

     

    


    


    Date:
      ____________________________