Change in Control Agreement


    


    


    


    


    


    


    EXHIBIT
      10.2


    


    


    AMENDED
      AND RESTATED

    CHANGE
      IN CONTROL AGREEMENT

    


    


    


    


    


    


    


    


    


    


    


    



    
       

       

       

    



    TABLE
      OF CONTENTS

    Section                                                                           
       Page

      
        	
                Article
                  1. 

              	
                Definitions

              	
                2

              
	
                Article
                  2. 

              	
                Severance
                  Benefits

              	
                6

              
	
                2.1.

              	
                Right
                  to Severance Benefits

              	
                6

              
	
                2.2.

              	
                Services
                  During Certain Events

              	
                6

              
	
                2.3.

              	
                Qualifying
                  Termination

              	
                6

              
	
                2.4.

              	
                Description
                  of Severance Benefits

              	
                7

              
	
                2.5.

              	
                Termination
                  for Total and Permanent Disability

              	
                7

              
	
                2.6.

              	
                Termination
                  for Retirement or Death

              	
                8

              
	
                2.7.

              	
                Termination
                  for Cause or by the Executive Other Than for Good Reason

              	
                8

              
	
                2.8.

              	
                Notice
                  of Termination

              	
                8

              
	
                2.9.

              	
                Effectiveness
                  of Agreement

              	
                8

              
	
                Article
                  3. 

              	
                Form
                  and Timing of Severance Benefits

              	
                8

              
	
                3.1.

              	
                Form
                  and Timing of Severance Benefits

              	
                8

              
	
                3.2.

              	
                Withholding
                  of Taxes

              	
                9

              
	
                Article
                  4. 

              	
                Tax
                  Limitation Provision

              	
                9

              
	
                4.1.

              	
                Limitation
                  on Termination Payment

              	
                9

              
	
                Article
                  5. 

              	
                The
                  Company’s and the Bank’s Payment Obligation

              	
                10

              
	
                5.1.

              	
                Payment
                  Obligations Absolute

              	
                10

              
	
                5.2.

              	
                Contractual
                  Rights to Benefits

              	
                10

              
	
                Article
                  6. 

              	
                Term
                  of Agreement

              	
                10

              
	
                Article
                  7. 

              	
                Legal
                  Remedies

              	
                11

              
	
                7.1.

              	
                Arbitration

              	
                11

              
	
                7.2.

              	
                Payment
                  of Legal Fees

              	
                11

              
	
                Article
                  8. 

              	
                Successors

              	
                11

              
	
                Article
                  9. 

              	
                Miscellaneous

              	
                12

              
	
                9.1.

              	
                Employment
                  Status

              	
                12

              
	
                9.2.

              	
                Beneficiaries

              	
                12

              
	
                9.3.

              	
                Entire
                  Agreement; Superseding Effect

              	
                12

              
	
                9.4.

              	
                Gender
                  and Number

              	
                12

              
	
                9.5.

              	
                Notices

              	
                12

              
	
                9.6.

              	
                Execution
                  in Counterparts

              	
                13

              
	
                9.7.

              	
                Conflicting
                  Agreements

              	
                13

              
	
                9.8.

              	
                Severability

              	
                13

              
	
                9.9.

              	
                Modification

              	
                14

              
	
                9.10.

              	
                Applicable
                  Law

              	
                14

              


      

    

    
       


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    AMENDED
      AND RESTATED

    CHANGE
      IN CONTROL AGREEMENT

     

    THIS
      AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT is made and entered into as
      of
      this __ day of July, 2005 by and among WESBANCO, INC., a West Virginia bank
      holding company (hereinafter referred to as the "Company"); and WESBANCO BANK,
      INC., a West Virginia banking corporation and a wholly-owned subsidiary of
      the
      Company (hereinafter referred to as the "Bank");
      and___________________(hereinafter referred to as the "Executive").

     

    W
      I T N E
      S S E T H:

    WHEREAS,
      the Board of Directors of the Company and the Board of Directors of the Bank
      have approved the Company and the Bank entering into change in control
      agreements with certain key executives of the Company and the Bank;

     

    WHEREAS,
      the Executive is a key executive of the Company and the Bank; 

     

    WHEREAS,
      the Board of the Company and the Board of the Bank each believes that, should
      the possibility of a Change in Control Event of the Company and/or the Bank
      arise, it is imperative that the Company and the Bank be able to rely upon
      the
      Executive to continue in his position, and that the Company and the Bank be
      able
      to receive and rely upon his advice, if they request it, as to the best
      interests of the Company, the Bank, and their shareholders without concern
      that
      he might be distracted by the personal uncertainties and risks created by the
      possibility of a Change in Control Event;

     

    WHEREAS,
      should the possibility of a Change in Control Event arise, in addition to the
      Executive’s regular duties, he may be called upon to assist in the assessment of
      such possible Change in Control Event, advise management and the Board of the
      Company and the Board of the Bank as to whether such Change in Control Event
      would be in the best interests of the Bank, the Company, and their shareholders,
      and to take such other actions as the Boards determine to be appropriate;
      and

     

    WHEREAS,
      the Executive, the Company and the Bank are parties to a Change in Control
      Agreement dated as of September 1, 1999 intended to address the foregoing
      concerns and, in light of the adoption of Section 409A of the Code (as defined
      below) and the publication of guidance thereunder, the parties wish to amend
      and
      restate the Change in Control Agreement in its entirety to cause the terms
      and
      conditions to comply with Section 409A of the Code; and 

     

    WHEREAS,
      the Executive, the Company, and the Bank desire that the terms of this Agreement
      shall act as a supplement to the benefits under the Executive’s Employment
      Agreement; and

     

    WHEREAS,
      it is intended by the parties hereto that the benefits under the terms of this
      Change in Control Agreement shall supersede and replace the termination benefits
      under the Executive’s Employment Contract in the event of a termination or
      severance of his employment subsequent to a Change in Control Event;
      and

     

    NOW
      THEREFORE, to assure the Company and the Bank that they will have the continued
      dedication of the Executive and the availability of his advice and counsel
      notwithstanding the possibility, threat, or occurrence of a Change in Control
      Event of the Company and/or the Bank, and to induce the Executive to remain
      in
      the employ of the Company and the Bank, and for other good and valuable
      consideration, the Company, the Bank, and the Executive, intending to be legally
      bound, agree as follows:

     

    Article
      1. 

       

    Definitions

    Whenever
      used in this Agreement, the following terms shall have the meanings set forth
      below when the initial letter of the word is capitalized:

     

    
      	(a)  	
              "Agreement"
                means this Change in Control Agreement, as the same may be amended
                from
                time to time in accordance with Section 9.9
                herein.

            


    

     

    
      	(b)  	
              "Bank"
                means Wesbanco Bank, Inc., a West Virginia banking corporation, or
                any
                successor thereto as provided in Article 8
                herein.

            


    

     

    
      	(c)  	
              "Base
                Salary" means the salary of record paid by the Company and/or the
                Bank to
                the Executive as annual salary, excluding amounts received under
                incentive
                bonus and option plans, whether or not
                deferred.

            


    

     

    
      	(d)  	
              "Beneficial
                Owner" shall have the meaning ascribed to such term in Rule 13d-3
                of the
                General Rules and Regulations under the Exchange
                Act.

            


    

     

    
      	(e)  	
              "Beneficiary"
                means the persons or entities designated or deemed designated by
                the
                Executive pursuant to Section 9.2
                herein.

            


    

     

    
      	(f)  	
              "Board"
                means the Board of Directors of Wesbanco,
                Inc.

            


    

     

    
      	(g)  	
              "Cause"
                shall be determined by the Board of the Company and the Board of
                the Bank,
                in exercise of good faith and reasonable judgment, and shall mean
                the
                occurrence of any one or more of the
                following:

            


    

     

    
      	(i)  	
              An
                act of dishonesty, willful disloyalty or fraud by the Employee that
                the
                Bank determines is detrimental to the best interests of the Bank;
                or

            


    

     

    
      	(ii)  	
              The
                Employee’s continuing inattention to, neglect of, or inability to perform,
                the duties to be performed under this Agreement,
                or

            


    

     

    
      	(iii)  	
              Any
                other breach of the Employee’s covenants contained herein or of any of the
                other terms and provisions of this Agreement;
                or

            


    

     

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      2 -

     

    
      	(iv)  	
              The
                deliberate and intentional engaging by the Employee in gross misconduct
                which is materially and demonstrably injurious to the
                Bank.

            


    

     

    
      	(h)  	
              "Change
                in Control Event" shall be deemed to have occurred as of the first
                day
                that any one or more of the following conditions shall have been
                satisfied:

            


    

     

    
      	(i)  	
              Final
                regulatory approval is obtained for any Person (other than those
                Persons
                in control of the Company and/or the Bank, as applicable, as of the
                Effective Date, or other than a trustee or other fiduciary holding
                securities under an employee benefit plan of the Company and/or the
                Bank,
                as applicable, or a corporation owned directly or indirectly by the
                stockholders of the Company and/or the Bank, as applicable, in
                substantially the same proportions as their ownership of stock of
                the
                Company and/or the Bank), becomes the Beneficial Owner, directly
                or
                indirectly, of securities of the Company and/or the Bank, as applicable,
                representing thirty five percent (35%) or more of the combined voting
                power of the Company’s (or the Bank’s, as applicable) then outstanding
                securities; or

            


    

     

    
      	(ii)  	
              During
                any period of two (2) consecutive years (not including any period
                prior to
                the execution of this Agreement), individuals who at the beginning
                of such
                period constitute the Board of the Company (and any new Director,
                whose
                election by the Company’s stockholders or the Bank’s stockholders, as
                applicable, was approved by a vote of at least two-thirds (2/3) of
                the
                Directors then still in office who either were Directors at the beginning
                of the period or whose election or nomination for election was so
                approved), cease for any reason to constitute a majority thereof;
                or

            


    

     

    
      	(iii)  	
              Final
                regulatory approval is obtained with respect to: (A) a plan of complete
                liquidation of the Company or the Bank; or (B) an agreement for the
                sale
                or disposition of all or substantially all the Company’s or the Bank’s
                assets; or (C) a merger, consolidation, or reorganization of the
                Company
                and/or the Bank with or involving any other corporation, other than
                a
                merger, consolidation, or reorganization that would result in the
                voting
                securities of the Company or the Bank (as applicable) outstanding
                immediately prior thereto continuing to represent (either by remaining
                outstanding or by being converted into voting securities of the surviving
                entity), at least fifty percent (50%) of the combined voting power
                of the
                voting securities of the Company or the Bank (as applicable) (or
                such
                surviving entity) outstanding immediately after such merger,
                consolidation, or reorganization.

            


    

     

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      3 -

     

    However,
      in no event shall a Change in Control Event be deemed to have occurred, with
      respect to the Executive, if the Executive is part of a purchasing group which
      consummates the Change in Control Event transaction. The Executive shall be
      deemed "part of a purchasing group" for purposes of the preceding sentence
      if
      the Executive is an equity participant in the purchasing company or group
      (except for: (i) passive ownership of less than three percent (3%) of the stock
      of the purchasing company; or (ii) ownership of equity participation in the
      purchasing company or group which is otherwise not significant, as determined
      prior to the Change in Control Event by a majority of the non-employee
      continuing Directors of the Company, as applicable).

     

    Notwithstanding
      the foregoing, no event or combination of events shall constitute a Change
      in
      Control Event if or to the extent such event or events would not constitute
      a
      Change in Control Event under Section 409A of the Code or the guidance published
      thereunder as then in effect.

     

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

            


    

     

    
      	(j)  	
              "Company"
                means Wesbanco, Inc., a West Virginia bank holding company, or any
                successor thereto as provided in Article 8
                herein.

            


    

     

    
      	(k)  	
              "Disability"
                means the inability of the Executive due to mental or physical defect
                or
                disease to perform the services required of the Executive in the
                position
                he or she held prior to the manifestation of that defect or
                disease.

            


    

     

    
      	(l)  	
              "Effective
                Date" means September 1, 1999 for the Change in Control Agreement
                and for
                the Change in Control Agreement as amended and restated is the date
                this
                Agreement is approved by the Company’s Board, or such other date as the
                Company’s Board shall designate in its resolution approving this
                Agreement.

            


    

     

    
      	(m)  	
              "Effective
                Date of Termination" means the date on which a Qualifying Termination
                occurs which triggers the payment of Severance Benefits
                hereunder.

            


    

     

    
      	(n)  	
              "Exchange
                Act" means the Securities Exchange Act of 1934, as
                amended.

            


    

     

    
      	(o)  	
              "Executive"
                means

            


    

     

    
      	(p)  	
              "Good
                Reason" means, without the Executive’s express written consent, the
                occurrence after a Change in Control Event of the Company or the
                Bank of
                any one or more of the following:

            


    

     

    
      	(i)  	
              The
                assignment of the Executive to duties materially inconsistent with
                the
                Executive’s authorities, duties, responsibilities, and status (including
                offices, titles, and reporting requirements) as an officer of the
                Company
                and/or the Bank, or a reduction or alteration in the nature or status
                of
                the Executive’s authorities, duties, or responsibilities from those in
                effect as of ninety (90) days prior to the Change in Control Event,
                other
                than an insubstantial and inadvertent act that is remedied by the
                Company
                and/or the Bank promptly after receipt of notice thereof given by
                the
                Executive, and other than any such alteration which is consented
                to by the
                Executive in writing;

            


    

     

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      4 -

     

    
      	(ii)  	
              The
                Company’s requiring the Executive to be based at a location in excess of
                thirty-five (35) miles from the location of the Executive’s principal job
                location or office immediately prior to the Change in Control Event;
                except for required travel on the Company’s and/or the Bank’s business to
                an extent substantially consistent with the Executive’s present business
                obligations;

            


    

     

    
      	(iii)  	
              A
                reduction by the Company or the Bank of the Executive’s Base Salary by at
                least ten percent (l0%) from that in effect on the Effective
                Date;

            


    

     

    
      	(iv)  	
              The
                failure of the Company or the Bank to obtain a satisfactory agreement
                from
                any successor to the Company or the Bank to assume and agree to perform
                the Company’s and the Bank’s obligations under this Agreement, as
                contemplated in Article 8 herein;
                and

            


    

     

    
      	(v)  	
              Any
                purported termination by the Company or the Bank of the Executive’s
                employment that is not effected pursuant to a Notice of Termination
                satisfying the requirements of Section 2.8 herein, and for purposes
                of
                this Agreement, no such purported termination shall be
                effective.

            


    

     

    The
      Executive’s right to terminate employment for Good Reason shall not be affected
      by the Executive’s incapacity due to physical or mental illness. The Executive’s
      continued employment shall not constitute consent to, or a waiver of rights
      with
      respect to, any circumstance constituting Good Reason herein.

     

    
      	(q)  	
              "Person"
                shall have the meaning ascribed to such term in Section 3(a)(9) of
                the
                Exchange Act and used in Sections 13(d) and 14(d) thereof, including
                a
                "group" as defined in Section 13(d). The term Person shall not include
                the
                Company or the Bank, any executive officer or Director of the Company,
                the
                Bank, or a subsidiary of the Company or Bank, or a group controlled
                by
                such Directors or executive officers, or any employee benefit plan
                of the
                Company, the Bank, or a subsidiary of the Company or Bank; provided,
                however, that the term Person shall include any individual who is
                a
                Director on the Effective Date, and who as of the Effective Date
                beneficially owned five percent (5%) or more of the voting shares
                of
                common stock of the Company, or a group controlled by such a
                Director.

            


    

     

    
      	(r)  	
              "Qualifying
                Termination" means any of the events described in Section 2.3 herein,
                the
                occurrence of which triggers the payment of Severance Benefits
                hereunder.

            


    

     

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      5 -

     

    
      	(s)  	
              "Severance
                Benefits" means the payment of severance compensation as provided
                in
                Section 2.4 herein.

            


    

     

    Article
      2.    

     

    Severance
      Benefits

    2.1.  Right
      to Severance Benefits. 
      Subject
      to Section 2.9 herein, the Executive shall be entitled to receive from the
      Company and the Bank, jointly and severally, Severance Benefits as described
      in
      Section 2.4 herein, if a Change in Control Event of the Company and/or the
      Bank
      has occurred and if, within twenty-four (24) calendar months thereafter, the
      Executive’s employment with the Company and/or the Bank shall end for any reason
      specified in Section 2.3 herein as being a Qualifying Termination.

     

    The
      Executive shall not be entitled to receive Severance Benefits if he is
      terminated for Cause, or if his employment with the Company ends due to death,
      Disability, retirement (as defined under the then established rules of the
      Company’s tax-qualified retirement plan), or due to a voluntary termination of
      employment by the Executive without Good Reason.

     

    2.2.  Services
      During Certain Events.
      In the
      event a Person begins a tender or exchange offer, solicits proxies from
      shareholders of the Company and/or the Bank, or takes other steps seeking to
      effect a Change in Control Event, the Executive agrees that he will not
      voluntarily leave the employ of the Company or the Bank and will render services
      until such Person has abandoned or terminated his or its efforts to effect
      a
      Change in Control Event, or, if later, until twenty-four (24) months after
      a
      Change in Control Event has occurred; provided, however, that the Company and
      the Bank may terminate the Executive for Cause at any time, and the Executive
      may terminate his employment any time after the Change in Control Event for
      Good
      Reason.

     

    2.3.  Qualifying
      Termination.
      The
      occurrence of any one or more of the following events within twenty-four (24)
      calendar months after a Change in Control Event of the Company or the Bank
      shall
      trigger the payment of Severance Benefits to the Executive under this
      Agreement:

     

    
      	(a)  	
              An
                involuntary termination of the Executive’s employment with the Company or
                the Bank without Cause;

            


    

     

    
      	(b)  	
              A
                voluntary termination of the Executive’s employment with the Company or
                the Bank for Good Reason;

            


    

     

    
      	(c)  	
              A
                successor company fails or refuses to assume the Company’s and the Bank’s
                obligations under this Agreement, as required by Article 8 herein;
                or

            


    

     

    
      	(d)  	
              The
                Company, the Bank, or any successor company breaches any of the provisions
                of this Agreement.

            


    

     

    For
      purposes of this Agreement, a Qualifying Termination shall not include a
      termination of employment by reason of death, Disability, or retirement (as
      such
      term is defined under the 

     

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      6
      -

    


    then-established
      rules of the Company’s tax-qualified retirement plan), a voluntary termination
      without Good Reason, or an involuntary termination for Cause.

     

     

     

    2.4.  Description
      of Severance Benefits.
       Subject to Section 2.9 herein, in the event that the Executive becomes
      entitled to receive Severance Benefits, as provided in Sections 2.1 and 2.3
      herein, and subject to the limits set forth in Article 4 herein, the Company
      and/or the Bank shall pay to the Executive and provide him with total Severance
      Benefits equal to the following:

     

    
      	(a)  	
              An
                amount equal to three (3) times the highest rate of the Executive’s annual
                Base Salary in effect at any time up to and including the Effective
                Date
                of Termination.

            


    

     

    
      	(b)  	
              An
                amount equal to three (3) times the greater of: (i) the Executive’s
                average annual bonus earned over the most recent three (3) bonus
                plan
                years ending prior to the Effective Date of Termination; or (ii)
                the
                Executive’s bonus established for the annual bonus plan year in which the
                Executive’s Effective Date of Termination
                occurs.

            


    

     

    
      	(c)  	
              An
                amount equal to the Executive’s unpaid Base Salary and accrued vacation
                pay through the Effective Date of
                Termination.

            


    

     

    
      	(d)  	
              A
                continuation of all medical benefits pursuant to plans under which
                the
                Executive and/or the Executive’s family is eligible to receive medical
                benefits and/or coverage as of the effective date of the Change in
                Control
                Event. These benefits shall be provided by the Company and/or the
                Bank to
                the Executive immediately upon the Effective Date of Termination
                and shall
                continue to be provided for eighteen (18) months from the Effective
                Date
                of Termination. Such benefits shall be provided to the Executive
                at the
                same coverage level as in effect as of the Executive’s Effective Date of
                Termination. The Company and/or the Bank shall pay the full cost
                of such
                continued benefits, except that the Executive shall bear any portion
                of
                such cost as is required to be borne by key executives of the Company
                and/or the Bank generally at the time of such Change in Control
                Event.

            


    

     

    The
      medical benefits described in this Subsection 2.4(d) shall continue for eighteen
      (18) months following the Effective Date of Termination; provided, however,
      that
      such benefits shall be discontinued prior to the end of the eighteen (18) month
      period to the extent, but only to the extent, that the Executive receives
      substantially similar benefits from a subsequent employer, as determined by
      the
      Company or the Bank.

     

    The
      obligation of the Company and the Bank to provide the Executive with the
      Severance Benefits described herein shall be joint and several. Regardless
      of
      how the Company and the Bank apportion the responsibility for satisfying the
      obligations set forth herein, the total Severance Benefits payable to the
      Executive shall equal the amounts set forth in this Article 2, as limited by
      Article 4 herein.

     

    2.5.  Termination
      for Total and Permanent Disability.
       Following a Change in Control Event, if the Executive’s employment is
      terminated with the Company or the Bank due to 

     

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    Disability,
      the Executive shall receive his Base Salary and accrued vacation through the
      Effective Date of Termination, at the rate then in effect, plus all other
      amounts to which the Executive is entitled under any employment contract or
      any
      compensation plans of the Company and the Bank, at the time such payments are
      due, and otherwise the Executive’s benefits shall be determined in accordance
      with the Company’s and the Bank’s retirement, insurance, and other applicable
      plans and programs then in effect.

     

    2.6.  Termination
      for Retirement or Death.
       Following a Change in Control Event, if the Executive’s employment with
      the Company or the Bank is terminated by reason of his retirement (as defined
      under the then established rules of the Company’s tax-qualified retirement
      plan), or death, the Executive (or his Beneficiary) shall receive his Base
      Salary and accrued vacation through the Effective Date of Termination, at the
      rate then in effect, plus all other amounts to which the Executive is entitled
      under any compensation plans of the Company and the Bank, at the time such
      payments are due, and otherwise the Executive’s benefits shall be determined in
      accordance with the Company’s and the Bank’s retirement, survivor’s benefits,
      insurance, and other applicable programs then in effect.

     

    2.7.  Termination
      for Cause or by the Executive Other Than for Good Reason.
       Following a Change in Control Event, if the Executive’s employment is
      terminated either: (i) by the Company or the Bank for Cause; or
      (ii) by the Executive other than for Good Reason, the Company and/or
      the
      Bank shall pay the Executive his full Base Salary and accrued vacation through
      the Effective Date of Termination, at the rate then in effect, plus all other
      amounts to which the Executive is entitled under any employment contract or
      any
      compensation plans of the Company and the Bank, at the time such payments are
      due, and the Company and the Bank shall have no further obligations to the
      Executive under this Agreement.

     

    2.8.  Notice
      of Termination.
       Any termination by the Company or the Bank for Cause or by the Executive
      for Good Reason shall be communicated by Notice of Termination to the other
      party. For purposes of this Agreement, a "Notice of Termination" shall mean
      a
      written notice which shall indicate the specific termination provision in this
      Agreement relied upon, and shall set forth in reasonable detail the facts and
      circumstances claimed to provide a basis for termination of the Executive’s
      employment under the provision so indicated.

     

    2.9.  Effectiveness
      of Agreement.
       Notwithstanding any provision of this Agreement to the contrary, this
      Agreement and any payments, benefits or rights of the Executive as provided
      herein are subject to Section 18(k) of the Federal Deposit Insurance Act, as
      amended, and any applicable regulations thereunder.

     

    Article
      3.

        

    Form
      and Timing of Severance Benefits

     

    3.1.  Form
      and Timing of Severance Benefits.
       Except as limited by Article 4 herein, the Severance Benefits described
      in
      Sections 2.4(a), 2.4(b), and 2.4(c) herein shall be paid in cash to the
      Executive in a single lump sum as soon as practicable following the Effective
      Date of Termination, but in no event beyond thirty (30) days from such
      date.

     

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      8 -

     

    3.2.  Withholding
      of Taxes.
       The Company and/or the Bank, as applicable, shall withhold from any
      amounts payable under this Agreement all federal, state, city, or other taxes
      as
      legally shall be required.

     

    Article
      4.    

     

    Tax
      Limitation Provision

    4.1.  Limitation
      on Termination Payment.

     

    
      	(a)  	
              Determination
                of Termination Payment Limit. Notwithstanding any other provision
                of this
                Agreement, if any portion of the Severance Benefits or any other
                payment
                under this Agreement, or under any other agreement with or plan of
                the
                Company or the Bank (in the aggregate "Total Payments") would constitute
                an åexcess parachute payment,æ then the payments to be made to the
                Executive under this Agreement shall be reduced or extended over
                an
                installment period such that the value of the aggregate Total Payments
                that the Executive is entitled to receive shall be One Dollar ($1.00)
                less
                than the maximum amount which the Executive may receive without becoming
                subject to the tax imposed by Section 4999 of the Code, or which
                the
                Company and the Bank may pay without loss of deduction under Section
                280G(a) of the Code. For purposes of this Agreement, the terms åexcess
                parachute paymentæ and åparachute paymentsæ shall have the meanings
                assigned to them in Section 280G of the Code, and such åparachute
                paymentsæ shall be valued as provided
                therein.

            


    

     

    
      	(b)  	
              Procedure
                for Establishing Limitation on Termination Payment. Within twenty
                (20)
                days following delivery of the Notice of Termination (as described
                in
                Section 2.8 herein) or notice by the Company or the Bank to
                the
                Executive of its belief that there is a payment or benefit due the
                Executive which will result in an "excess parachute payment" as defined
                in
                Section 280G of the Code, the Executive, the Company, and the Bank,
                at the
                Company’s and the Bank’s expense, shall obtain the opinion of the
                Company’s principal outside accounting firm (the "Accounting Firm"), which
                sets forth: (i) the amount of the Executive’s "annualized includible
                compensation for the base period" (as defined in Code Section 280G(d)(1));
                (ii) the present value of the Total Payments; and (iii) the amount
                and
                present value of any "excess parachute payment." Such opinion shall
                be
                binding upon the Company, the Bank, and the
                Executive.

            


    

     

    In
      the
      event that such opinion determines that there would be an "excess parachute
      payment," the Severance Benefits hereunder or any other payment determined
      by
      such accounting firm to be includible in Total Payments shall be reduced or
      eliminated as specified by the Executive in writing delivered to the Company
      and
      the Bank within ten (10) days of his receipt of such opinion, or, if the
      Executive fails to so notify the Company and the Bank, then as the Company
      or
      the Bank, as applicable, shall reasonably determine, so that under the basis
      of
      calculations set forth in such opinion, there will be no "excess parachute
      payment."

     

     

    -
      9 -

     

     

    The
      provisions of this Section 4.1(b), including the calculations, notices, and
      opinion provided for herein, shall be based upon the conclusive presumption
      that
      any compensation earned prior to the Effective Date of Termination by the
      Executive pursuant to the Company’s and the Bank’s compensation programs (if
      such compensation would have been paid in the future in any event, even though
      the timing of payment thereof is triggered by the Change in Control Event)
      is
      reasonable.

     

    Article
      5.

        

    The
      Company’s and the Bank’s Payment Obligation

     

    5.1.  Payment
      Obligations Absolute.
       Except as otherwise provided in the last sentence of Section 2.4(d)
      herein, the Company’s and the Bank’s obligation to make the payments and the
      arrangements provided for herein shall be absolute and unconditional, and shall
      not be affected by any circumstance, including, without limitation, any offset,
      counterclaim, recoupment, defense, or other right which the Company or the
      Bank
      may have against the Executive or any other party. All amounts payable by the
      Company and the Bank hereunder shall be paid without notice or demand. Each
      and
      every payment made hereunder by the Company and the Bank shall be final, and
      neither the Company nor the Bank shall seek to recover all or any part of such
      payment from the Executive or from whomsoever may be entitled thereto, for
      any
      reasons whatsoever.

     

    The
      Executive shall not be obligated to seek other employment in mitigation of
      the
      amounts payable or arrangements made under any provision of this Agreement,
      and
      the obtaining of any such other employment shall in no event effect any
      reduction of the Company’s or the Bank’s obligations to make the payments and
      arrangements required to be made under this Agreement, except to the extent
      provided in Section 2.4(d) herein.

     

    5.2.  Contractual
      Rights to Benefits.
      This
      Agreement establishes and vests in the Executive a contractual right to the
      benefits to which he is entitled hereunder. However, nothing herein contained
      shall require or be deemed to require, or prohibit or be deemed to prohibit,
      the
      Company or the Bank to segregate, earmark, or otherwise set aside any funds
      or
      other assets, in trust or otherwise, to provide for any payments to be made
      or
      required hereunder.

     

    Article
      6.

        

    Term
      of Agreement

     

    6.1 Subject
      to Section 2.9 herein, this Agreement shall commence on the Effective Date
      and
      shall continue in effect for three (3) full years, the last day of which shall
      be the "Expiration Date." However, at the end of such three-year period and,
      if
      extended, at the end of each additional year thereafter, the term of this
      Agreement shall be extended automatically for one (1) additional year, unless
      the Company or the Bank delivers written notice three (3) months prior to the
      end of such term, or extended term, to the Executive, that the Agreement will
      not be extended. In such case, the Agreement will terminate at the end of the
      term, or extended term, then in progress.

     

    -
      10 -

     

    However,
      in the event a Change in Control Event occurs during the original or any
      extended term, this Agreement will remain in effect for the longer of: (i)
      twenty-four (24) months beyond the month in which such Change in Control Event
      occurred; or (ii) until all obligations of the Company and the Bank hereunder
      have been fulfilled, and until all benefits required hereunder have been paid
      to
      the Executive or other party entitled thereto.

     

    Article
      7.

        

    Legal
      Remedies

     

    7.1.  Arbitration.
       Any controversy or claim arising out of or relating to this Agreement
      or
      the breach thereof (including the arbitrability of any controversy or claim),
      shall be settled by arbitration in the City of Wheeling in accordance with
      the
      laws of the State of West Virginia by three (3) arbitrators, one of whom shall
      be appointed by the Company or the Bank, as applicable, one by the Executive,
      and the third of whom shall be appointed by the first two arbitrators. If the
      first two arbitrators cannot agree on the appointment of a third arbitrator,
      then the third arbitrator shall be appointed by the American Arbitration
      Association. The arbitration shall be conducted in accordance with the rules
      of
      the American Arbitration Association, except with respect to the selection
      of
      arbitrators which shall be as provided in this Section 7.1. The cost of any
      arbitration proceeding hereunder shall be borne equally by the Company or the
      Bank, as applicable, and the Executive. The award of the arbitrators shall
      be
      binding upon the parties. Judgment upon the award rendered by the arbitrators
      may be entered in any court having jurisdiction thereof.

     

    7.2.  Payment
      of Legal Fees.
       In the event that it shall be necessary or desirable for the Executive
      to
      retain legal counsel and/or incur other costs and expenses in connection with
      the enforcement of any or all of his rights under this Agreement, and provided
      that the Executive substantially prevails in the enforcement of such rights,
      the
      Company or the Bank, as applicable, shall pay (or the Executive shall be
      entitled to recover from the Company or the Bank, as the case may be) the
      Executive’s reasonable attorneys, fees, costs and expenses in connection with
      the enforcement of his rights including the enforcement of any arbitration
      award.

     

    Article
      8.

        

    Successors

     

    8.1 The
      rights of the Company and the Bank hereunder shall run in favor of the Company
      and the Bank, and their respective successors, assigns, nominees, or other
      legal
      representatives. Termination of the Executive’s employment shall not operate to
      relieve him of any remaining obligations hereunder, and all such obligations
      are
      binding upon his heirs, executors, administrators, or other legal
      representatives. The Company and the Bank shall require any successor (whether
      direct or indirect by purchase, merger, reorganization, consolidation,
      acquisition of property or stock, liquidation, or otherwise) to all or a
      significant portion of the assets of the Company or the Bank, as the case may
      be, by agreement in form and substance satisfactory to the Executive, expressly
      to assume and agree to perform this Agreement in the same manner and to the
      same
      extent that the Company or the Bank, as the case may be, would be required
      to
      perform if no such succession had taken place. Regardless of whether such
      agreement is executed, this Agreement shall be binding upon any successor in
      accordance with 

     

    -
      11
      -

     

    the
      operation of law and such successor shall be deemed the "Company" or the "Bank,"
      as the case may be, for purposes of this Agreement.

     

    Article
      9.

        

    Miscellaneous

     

    9.1.  Employment
      Status.
       The Executive, the Company, and the Bank acknowledge that, except as
      may
      be provided under any other agreement between the Executive and the Company
      or
      the Bank, the employment of the Executive by the Company and the Bank is
"at
      will," and, except as set forth in Section 2.2 herein, prior to the effective
      date of a Change in Control Event, may be terminated by either the Executive,
      the Company, or the Bank, at any time. Upon a termination of the Executive’s
      employment prior to the effective date of a Change in Control Event, there
      shall
      be no further rights under this Agreement; provided, however, that if such
      an
      employment termination shall arise in connection with, or in anticipation of,
      a
      Change in Control Event, then the Executive’s rights shall be the same as if the
      termination had occurred within two (2) years following a Change in Control
      Event.

     

    9.2.  Beneficiaries.
      The
      Executive may designate one or more persons or entities as the primary and/or
      contingent Beneficiaries of any Severance Benefits owing to the Executive under
      this Agreement. Such designation must be in the form of a signed writing
      acceptable to the Board of Directors of the Company or the Board of the Bank,
      as
      applicable. The Executive may make or change such designation at any
      time.

     

    9.3.  Entire
      Agreement; Superseding Effect.
      This
      Agreement contains the entire understanding of the Company, the Bank, and the
      Executive with respect to the subject matter hereof. In particular, to the
      extent of any conflict between the terms of this Amended and Restated Change
      in
      Control Agreement and any employment agreement to which the Executive, the
      Company and the Bank are parties, the terms of this Amended and Restated Change
      in Control Agreement shall completely replace and supersede the terms of the
      Executive’s employment agreement.

     

    In
      addition and subject to Article 4, the payments provided for under this
      Agreement in the event of the Executive’s termination of employment shall be in
      lieu of any severance benefits payable under any severance plan, program, or
      policy of the Company and the Bank to which he might otherwise be
      entitled.

     

    9.4.  Gender
      and Number.
      Except
      where otherwise indicated by the context, any masculine term used herein also
      shall include the feminine; the plural shall include the singular, and the
      singular shall include the plural.

     

    9.5.  Notices.
      All
      notices, requests, demands, and other communications hereunder must be in
      writing and shall be deemed to have been duly given if delivered by hand or
      mailed within the continental United States by first-class certified mail,
      return receipt requested, postage prepaid, to the other party, addressed as
      follows:

     

    -
      12 -


    
       

       

       

    

    
      	(a)  	
              if
                to the Company:

            


    

     

    Wesbanco,
      Inc.

               
      One Bank Plaza


               
      Wheeling, WV
      26003

     

    
      	(b)  	
              if
                to the Bank:

            


    

     

    Wesbanco
      Bank, Inc.

    One
      Bank
      Plaza

    Wheeling,
      WV 26003

    


    
      	(c)  	
              if
                to Executive:

            


    

     

    


    


    Addresses
      may be changed by written notice sent to the other party at the last recorded
      address of that party.

     

    9.6.  Execution
      in Counterparts.
      This
      Agreement may be executed by the parties hereto in counterparts, each of which
      shall be deemed to be original, but all such counterparts shall constitute
      one
      and the same instrument, and all signatures need not appear on any one
      counterpart.

     

    9.7.  Conflicting
      Agreements.
      The
      executive hereby represents and warrants to the Company and the Bank that his
      entering into this Agreement, and the obligations and duties undertaken by
      him
      hereunder, will not conflict with, constitute a breach of, or otherwise violate
      the terms of, any other employment or other agreement to which he is a party,
      except to the extent any such conflict, breach, or violation under any such
      agreement has been disclosed to the Company’s Board and the Bank’s Board in
      writing in advance of the signing of this Agreement.

     

    9.8.  Severability.
      In the
      event any provision of this Agreement shall be held illegal or invalid for
      any
      reason, the illegality or invalidity shall not affect the remaining parts of
      the
      Agreement, and the Agreement shall be construed and enforced as if the illegal
      or invalid provision had not been included. Further, the captions of this
      Agreement are not part of the provisions hereof and shall have no force and
      effect.

     

    Notwithstanding
      any other provision of this Agreement to the contrary, the Company and the
      Bank
      shall have no obligation to make any payment to the Executive hereunder to
      the
      extent, but only to the extent, that such payment is prohibited by the terms
      of
      any final order of a Federal or state court or regulatory agency of competent
      jurisdiction; provided, however, that such an order shall not affect, impair,
      or
      invalidate any provision of this Agreement not expressly subject to such
      order.

     

    -
      13 -

     

    9.9.  Modification.
      No
      provision of this Agreement may be modified, waived, or discharged unless such
      modification, waiver, or discharge is agreed to in writing and signed by the
      Executive and by a member of the Company’s Board or the Bank’s Board, as
      applicable, or by the respective parties, legal representatives or
      successors.

     

    9.10.  Applicable
      Law.
      To the
      extent not preempted by the laws of the United States, the laws of the
      Commonwealth of Pennsylvania shall be the controlling law in all matters
      relating to this Agreement.

     

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

     

    WESBANCO,
      INC.

    


    


    By
      ____________________________________

    Title
      _______________________________

    


    


    


    WESBANCO
      BANK, INC.

    


    


    By
      __________________________________

    Title
      _____________________________

    


    


    ________________________________


    EXECUTIVE