Amended & Retated with Change in Control Prov.


     

     

    EXHIBIT
      10.5

     

    AMENDED
      AND RESTATED

     

    WESBANCO
      BANK, INC.

     

    SALARY
      CONTINUATION AGREEMENT

     

    [WITH
      CHANGE IN CONTROL PROVISION]

     

    THIS
      AMENDED AND RESTATED SALARY CONTINUATION AGREEMENT
      is made
      this _____ day of _________, 2005, by and between WESBANCOBANK,
      INC., a
      state-chartered commercial bank located in Wheeling, West Virginia (the
      "Company") and {NAME}
      (the
      "Executive").

     

    WITNESSETH

    


    WHEREAS,
      the parties had entered into a Salary Continuation Agreement dated [Date],
      to
      encourage the Executive to remain an employee of the Company, under which the
      Company was willing to provide salary continuation benefits to the Executive
      from its general assets under certain circumstances;

    


    WHEREAS,
      the parties intend here by to conform the Salary Continuation Agreement with
      the
      Section 409A of the Code (as defined herein) and guidance issued thereunder
      and
      to restate the Salary Continuation Agreement to include both the conforming
      changes for the Section 409A and the amendment.

    


    


    AGREEMENT

     

    The
      Executive and the Company agree as follows:

     

     

    Article
      1

    Definitions

    


    Whenever
      used in this Agreement, the following words and phrases shall have the meanings
      specified:

     

    1.1
      "Change
      of 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, followed by Termination of
      Employment within the time period hereinafter specified:

    


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


    
       

       

    

    


    (b)  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 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

    


    


    (c)  Final
      regulatory approval is obtained with respect to: (A) a plan of complete
      liquidation of the Company; or (B) an agreement for the sale or disposition
      of
      all or substantially all the Company's assets; or (C) a merger, consolidation,
      or reorganization of the Company with or involving any other corporation, other
      than a merger, consolidation, or reorganization that would result in the voting
      securities of the Company 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 such surviving
      entity) outstanding immediately after such merger, consolidation, or
      reorganization.

    


    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).

    


    The
      occurrence of a Change in Control Event as defined above shall also then be
      followed within three (3) years by the Executive's Termination of Employment
      for
      reasons other than death, Disability or retirement. 

    


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

    


    1.2
      "Code"
      means
      the
      Internal Revenue Code of 1986, as amended.

    


    1.3
      "Disability"
      means,
      if
      the Executive is covered by a Company sponsored disability policy, total
      disability as defined in such policy without regard to any waiting period.
      If
      the Executive is not covered by such a policy, Disability means the Executive
      suffering a sickness, accident or injury which, in the judgment of a physician
      satisfactory to the Company, prevents the Executive from performing
      substantially all of the Executive's normal duties for the Company. As a
      condition to receiving any Disability benefits, the Company may require the
      Executive to submit to such physical or mental evaluations and tests as the
      Company's Board of Directors deems appropriate. Nothwithstanding the foregoing,
      in any case in which Section 409A may apply, a Disability will not be deemed
      to
      occur 

     

    2

     

    unless
      the Executive is unable to engage in substantial gainful activity for a period
      of 12 months due to a medically determinable physical or mental impairment
      or,
      due to such impairment, is receiving disability benefits for a period of three
      months under a plan provided by the company to its employees.

    


    1.4
      "Early Terminationæmeans
      the
      Termination of Employment before Normal Retirement Age for reasons other than
      death, Disability, Termination for Cause or following a Change in Control
      Event.

    


    1.5
      "Early
      Termination Date" means
      the
      month, day and year in which Early Termination occurs.

     

     

    1.6
      "Effective Date" means
      [Date],
      for the
      initial Salary Continuation Agreement and the _____ day of _________, 2005
      for
      this Amended and Restated Salary Continuation Agreement.

    


    1.7
      "Normal Retirement Age" means
      the
      Executive's 65th birthday.

    


    1.8
      "Normal
      Retirement Date" means
      the
      later of the Normal Retirement Age or Termination of Employment.

    


    1.9
      "Plan
      Year" means
      a
      twelve-month period commencing on [anniversary
      of initial agreement]
      and
      ending on [day
      before the anniversary]
      of each
      year. The initial Plan Year shall commence on the effective date of this
      Agreement.

    


    1.10
      "Salary"
      means
      the
      annual remuneration the Executive receives as base salary, but before deductions
      authorized by the Executive or required by law to be withheld from the Executive
      by the Company such as income taxes or Social Security taxes.

    


    1.11
      "Termination
      for Cause" See
      Section 5.2.

    


    1.12
      "Termination of Employment" means
      that the Executive ceases to be employed by the Company for any reason
      whatsoever other than by reason of a leave of absence, which is approved by
      the
      Company. For purposes of this Agreement, if there is a dispute over the
      employment status of the Executive or the date of the Executive's Termination
      of
      Employment, the Company shall have the sole and absolute right to decide the
      dispute.

    


    Article
      2

    Lifetime
      Benefits

    


    2.1
      Normal Retirement Benefit. Upon
      Termination of Employment on or after the Normal Retirement Age for reasons
      other than death, the Company shall pay to the Executive the benefit described
      in this Section 2.1 in lieu of any other benefit under this
      Agreement.

    


    2.1.1.
      Amount
      of Benefit. The
      annual benefit under this Section 2.1 is (_________
      Thousand ________ Hundred ______Dollars).

    


    2.1.2
      Payment of Benefit. The
      Company shall pay the annual benefit to the Executive in 12 equal monthly
      installments payable on the first day of each month commencing with the month
      following the Executive's Normal Retirement Date. The annual benefit shall
      be
      paid to the Executive for 10 years.

     

     

    3

    
 

    2.2
      Early Termination/Retirement Benefit. Upon
      Early Termination/Retirement, the Company shall pay to the Executive the benefit
      described in this Section 2.2 in lieu of any other benefit under this
      Agreement.

     

     

    2.2.1
      Amount of Benefit. The
      benefit under this Section 2.2 is the Early Termination/Retirement Annual.
      Benefit set forth in Schedule A for the Plan Year ending immediately prior
      to
      the Termination of Employment, determined by vesting the Executive in 100
      percent of the Accrual Balance. Any increase in the annual benefit under Section
      2.1.1 shall require the recalculation of this benefit on Schedule
      A.

    


    2.2.2
      Payment of Benefit. The
      Company shall pay the annual benefit to the Executive in 12 equal monthly
      installments payable on the first day of each month commencing with the month
      following Normal Retirement Age. The annual benefit shall be paid to the
Executive
      for 10 years. The Company, in its sole and absolute discretion, may begin annual
      payments or make a lump sum payment of this benefit at any time, calculating
      the
      present value of said benefit using a discount rate equal to the 10-Year U.S.
      Treasury Bill rate and monthly compounding.

    


    2.3
      Disability Benefit. If
      the
      Executive terminates employment due to Disability prior to Normal Retirement
      Age, the Company shall pay to the Executive the benefit described in this
      Section 2.3 in lieu of any other benefit under this Agreement.

    


    2.3.1
      Amount
      of Benefit. The
      annual benefit under this Section 2.3 is the Disability Annual Benefit set
      forth
      in Schedule A for the Plan Year ending immediately prior to the date in which
      the Termination of Employment occurs, determined by vesting the Executive in
      the
      Normal Retirement Benefit. Any increase in the annual benefit under Section
      2.1.1 would require the recalculation of this benefit on Schedule
      A.

    


    2.3.2
      Payment of Benefit. The
      Company shall pay the annual benefit to the Executive in 12 equal monthly
      installments payable on the first day of each month commencing with the month
      following Normal Retirement Age. The annual benefit shall be paid to the
      Executive for 10 years.

    


    2.4
      Change in Control Event Benefit. Upon
      a
Change
      in Control Event,
      the
      Company shall pay to the Executive the benefit described in this Section 2.4
      in
      lieu of any other benefit under this Agreement.

    


    2.4.1
      Amount
      of Benefit. The
      annual benefit under this Section 2.4 is the Change of Control
      Annual Benefit set forth in Schedule A for the
      Plan
      Year ending immediately prior to
      the
      date in which Termination of Employment occurs, determined by vesting the
      Executive in the Normal Retirement Benefit. Any increase in the annual benefit
      under Section 2.1.1 would require the recalculation of this benefit on Schedule
      A.

    


    2.4.2
      Payment of Benefit. The
      Company shall pay the annual benefit to the Executive in 12 equal monthly
      installments payable on the first day of each month commencing with the month
      following Normal Retirement Age. The annual benefit shall be paid to the
      Executive for 10 years.

     

    4

    
 

    2.5
      Section
      409A of the Code. If,
      in
      the opinion of the Company, Section 409A of the Code applies to payments of
      any
      benefit under this Article 2, the Company may defer the initial payment of
      benefits subject to Section 409A of the Code until the date which is the first
      day of the month next following the month in which falls the six month
      anniversary of the event giving rise to payments.

     

    Article
      3

    Death
      Benefits

    


    3.1
      Death
      Benefit. If
      the
      Executive dies while in the active service of the Company, the Company shall
      pay
      to the Executive's beneficiary the benefit described in the Split Dollar
      Agreement and Endorsement attached as Addendum A between the Company and the
      Executive in lieu of any other benefit payable hereunder. The Company shall
      not
      pay a death benefit under this Section 3.1 if the Executive is entitled to
      a
      Lifetime Benefit under Article 2.

    


    3.2
      Death During Benefit Period. If
      the
      Executive dies after any Lifetime Benefit payments have commenced under this
      Agreement but before receiving all such payments, the Company shall pay the
      remaining benefits to the Executive's beneficiary at the same time and in the
      same amounts they would have been paid to the Executive had the Executive
      survived and no death benefit shall be payable under this Article
      3.

    


    3.3
      Death
      After Termination of Employment But Before Benefit Payments Commence.
If
      the
      Executive is entitled to any Lifetime Benefit payments under this Agreement,
      but
      dies prior to the commencement of said benefit payments, the Company shall
      pay
      the benefit payments to the Executive's beneficiary that the Executive was
      entitled to prior to death except that the benefit payments shall commence
      on
      the first day of the month following the date of the Executive's
      death.

    


    Article
      4

    Beneficiaries

    


    4.1
      Beneficiary Designations. The
      Executive shall designate a beneficiary by filing a written designation with
      the
      Company. The Executive may revoke or modify the designation at any time by
      filing a new designation. However, designations will only be effective if signed
      by the Executive and accepted by the Company during the Executive's lifetime.
      The Executive's beneficiary designation shall be deemed automatically revoked
      if
      the beneficiary predeceases the Executive, or if the Executive names a spouse
      as
      beneficiary and the marriage is subsequently dissolved. If the Executive dies
      without a valid beneficiary designation, all payments shall be made to the
      Executive's estate.

    


    4.2
      Facility of Payment. If
      a
      benefit is payable to a minor, to a person declared incapacitated, or to a
      person incapable of handling the disposition of his or her property, the Company
      may pay such benefit to the guardian, legal representative or person having
      the
      care or custody of such minor, incapacitated person or incapable person. The
      Company may require proof of incapacity, minority or guardianship as it may
      deem
      appropriate prior to distribution of the benefit. Such distribution shall
      completely discharge the Company from all liability with respect to such
      benefit.

     

    5

     

     

    Article
      5

    General
      Limitations

    


    5.1
      Excess Parachute Payment. Notwithstanding
      any provision of this Agreement to the contrary, the Company shall not pay
      any
      benefit under this Agreement to the extent the benefit would create an excise
      tax under the excess parachute rules of Section 28OG of the Code, but
      recognizing that only the excess of the Change in Control Benefit need be taken
      into account for purposes of Section 280G of the Code.

    


    5.2
      Termination for Cause. Notwithstanding
      any provision of this Agreement to the contrary,
      the Company shall not pay any benefit under this Agreement if the Company
      terminates the
      Executive's employment for:

    


    (a)  Gross
      negligence or gross neglect of duties;

    


    (b)  Commission
      of a felony or a crime involving moral turpitude; or

    


    (c)  Fraud,
      disloyalty, dishonesty or willful violation of any law or significant Company
      policy committed in connection with the Executive's employment and resulting
      in
      an adverse effect on the Company.

    


    5.3
      Suicide
      or Misstatement. The
      Company shall not pay any benefit under this Agreement if the Executive commits
      suicide within two years after the date of this Agreement, or if the Executive
      has made any material misstatement of fact on any application for life insurance
      purchased by the Company thereby precluding coverage under any policies of
      insurance contemplated hereunder.

     

    
 

    Article
      6

    Claims
      and Review Procedures

    


    6.1
      Claims
      Procedure. The
      Company shall notify any person or entity that makes a claim under this
      Agreement (the "Claimant") in writing, within 90 days of Claimant's written
      application for benefits, of his or her eligibility or noneligibility for
      benefits under theAgreement.
      If the Company determines that the Claimant is not eligible for benefits or
      full
      benefits, the notice shall set forth (1) the specific reasons for such denial,
      (2) a specific reference to the provisions of the Agreement on which the denial
      is based, (3) a description of any additional information or material necessary
      for the Claimant to perfect his or her claim, and a description of why it is
      needed, and (4) an explanation of this Agreement's claims review procedure
      and
      other appropriate information as to the steps to be taken if the Claimant wishes
      to have the claim reviewed. If the Company determines that there are special
      circumstances requiring
      additional time to make a decision, the Company shall notify the Claimant of
      the
      special circumstances and the date by which a decision is expected to be made,
      and may extend the time for up to an additional 90 days.

     

    6.2
      Review Procedure.
      If
      the
      Claimant is determined by the Company not to be eligible for benefits, or if
      the
      Claimant believes that he or she is entitled to greater or different benefits,
      the Claimant shall have the opportunity to have such claim reviewed by the
      Company by filing a petition for review with the Company within 60 days after
      receipt of, the notice issued by the Company. Said 

     

    6

     

    petition
      shall state the specific reasons which the Claimant believes entitle him or
      her
      to benefits or to greater or different benefits. Within 60 days after receipt
      by
      the Company of the petition, the Company shall afford the Claimant (and counsel,
      if any) an opportunity to present his
      or
      her position to the Company verbally or in writing, and the Claimant (or
      counsel) shall have the right to review the pertinent documents. The Company
      shall notify the Claimant of its decision in writing within the 60-day period,
      stating specifically the basis of its decision, written in a manner calculated
      to be understood by the Claimant and the specific provisions of the Agreement
      on
      which the decision is based. If, because of the need for a hearing, the 60-day
      period is not sufficient, the decision may be deferred for up to another 60
      days
      at the election of the Company, but notice of this deferral shall be given
      to
      the Claimant.

    


    Article
      7

    Amendments
      and Termination

    


    This
      Agreement may be amended or terminated only by a written agreement signed by
      the
      Company and the Executive.

    


    Article
      8

    Miscellaneous

    


    8.1
      Binding
      Effect. This
      Agreement shall bind the Executive and the Company, and their beneficiaries,
      survivors, executors, successors, administrators and transferees.

    


    8.2
      No
      Guarantee of Employment. This
      Agreement is not an employment policy or contract. It does not give the
      Executive the right to remain an employee of the Company, nor does it interfere
      with the Company's right to discharge the Executive. It also does not require
      the Executive to remain an employee nor interfere with the Executive's right
      to
      terminate employment at any time.

    


    8.3
      Non-Transferability.
      Benefits
      under this Agreement cannot be sold, transferred, assigned, pledged, attached
      or
      encumbered in any manner.

    


    8.4
      Reorganization. The
      Company shall not merge or consolidate into or with another company, or
      reorganize, or sell substantially all of its assets to another company, firm,
      or
      person unless such succeeding or continuing company, firm, or person agrees
      to
      assume and discharge the obligations of the Company under this Agreement. Upon
      the occurrence of such event, the term "Company" as used in this Agreement
      shall
      be deemed to refer to the successor or survivor Company.

     

    


    8.5
      Tax
      Withholding. The
      Company shall withhold any taxes that are required to be withheld from the
      benefits provided under this Agreement.

    


    8.6
      Applicable
      Law. The
      Agreement and all rights hereunder shall be governed by the laws of the State
      of
      West Virginia, except to the extent preempted by the laws of the United States
      of America.

     

     

    7


    
       

       

    

    


    8.7
      Unfunded Arrangement. The
      Executive and any designated beneficiary are general unsecured creditors of
      the
      Company for the payment of benefits under this Agreement. The benefits represent
      the mere promise by the Company to pay such benefits. The rights to benefits
      are
      not subject in any manner to anticipation, alienation, sale, transfer,
      assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any
      insurance on the Executive's life is a general asset of the Company to which
      the
      Executive and beneficiary have no preferred or secured claim.

    


    8.8
      Entire
      Agreement. This
      Agreement constitutes the entire agreement between the Company and the Executive
      as to the continuation of salary following his separation from employment,
      provided, if the Executive is then a party to an employment agreement and/or
      a
      Change in Control Agreement, each such agreement shall be given force and effect
      in accordance with their respective terms. No rights are granted to the
      Executive by virtue of this Agreement other than those specifically set forth
      herein.

    


    8.9
      Administration.
      The
      Company shall have powers which are necessary to administer this Agreement,
      including but not limited to:

    


    (a)  Interpreting
      the provisions of the Agreement;

    


    (b)  Establishing
      and revising the method of accounting for the Agreement;

    


    (c)  Maintaining
      a record of benefit payments; and

    


    (d)  Establishing
      rules and prescribing any forms necessary or desirable to administer the
      Agreement.

    


    8.10
      Named
      Fiduciary. The
      Company shall be the named fiduciary and plan administrator under this
      Agreement. It may delegate to others certain aspects of the management and
      operational responsibilities including the employment of advisors and the
      delegation of ministerial duties to qualified individuals.

     

    IN
      WITNESS WHEREOF,
      the
      Executive and the Company have signed this Agreement.

    


    


    EXECUTIVE:                                COMPANY

    


    WESBANCO
      BANK, INC.

    


    


    _________________________________                  By_________________________________

    [NAME]

    


    Title________________________________

     

     

    8