WESBANCO INC, DEF 14A, 1996-03-15

WESBANCO INC
DEF 14A, 1996-03-15
STATE COMMERCIAL BANKS

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<PAGE> 1

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [ x ]
Filed by the Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(E)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

. . . . . . . . . . . . . . . . .WESBANCO, INC. . . . . . . . . . . . . .
(Name of Registrant as Specified in Its Charter)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
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Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6-(i)(4)
and 0-11.

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applies:

. . . . . . . . . . . . . . . . . . . . . . . . . . . .

2) Aggregate number of securities to which transaction
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3) Per unit price or other underlying value of transaction
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Exchange Act Rule 0-11 (Set forth the amount on which
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4) Proposed maximum aggregate value of transaction:

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[ X ] Fee paid previously with preliminary materials.
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<PAGE> 2
[LOGO]

WESBANCO, INC.
Wheeling, West Virginia 26003

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held
April 17, 1996

TO THE STOCKHOLDERS OF WESBANCO, INC.:

Notice is hereby given that the Annual Meeting of the Stockholders of
Wesbanco, Inc. will be held at the McLure House Hotel, 1200 Market Street,
Wheeling, West Virginia, 26003, on Wednesday, April 17, 1996, at 4:00 p.m.

The purposes of the meeting are as follows:

(1) To elect six (6) persons to the Board of Directors, each to
serve for a term of three (3) years.

(2) To consider and act upon a proposed amendment to the
Corporation's Dividend Reinvestment and Stock Purchase Plan to
authorize the purchase of treasury stock or authorized but unissued
shares of common stock from the Corporation in addition to open
market purchases.

(3) To consider and act upon such other matters as properly may come
before the meeting or any adjournment thereof.

The holders of the common stock of the Corporation as of the close of
business on March 8, 1996, are entitled to vote at the meeting.

You are requested to sign and date the enclosed form of Proxy and return
it in the enclosed envelope at your earliest convenience. As indicated
in the accompanying Proxy Statement, proxies may be revoked at any time
prior to the voting thereof.

By order of the Board of Directors.

SHIRLEY A. BUCAN
Secretary

Wheeling, West Virginia
March 15, 1996

<PAGE> 3

PROXY STATEMENT
OF
WESBANCO, INC.
Bank Plaza
Wheeling, West Virginia 26003

ANNUAL MEETING OF STOCKHOLDERS
APRIL 17, 1996
-------------------------------
This statement is furnished to the stockholders of Wesbanco, Inc. in
connection with the solicitation of proxies to be used in voting at the
annual meeting of the stockholders of the Corporation, which will be
held at the McLure House Hotel, 1200 Market Street, Wheeling, West
Virginia, 26003, at 4:00 p.m. on Wednesday, April 17, 1996. This
statement is being mailed to the stockholders on or about March 15,
1996.

Wesbanco, Inc. is the parent company and the holder of all of the
outstanding shares of the capital stock of Wesbanco Bank Wheeling,
Wheeling, West Virginia, Wesbanco Bank South Hills, Charleston, West
Virginia, Wesbanco Bank Parkersburg, Parkersburg, West Virginia,
Wesbanco Bank Barnesville, Barnesville, Ohio, Wesbanco Bank Kingwood,
Inc., Kingwood, West Virginia, and Wesbanco Bank Fairmont, Inc.,
Fairmont, West Virginia.

James C. Gardill is the Chairman of the Board of Wesbanco, Inc. and
Robert H. Martin serves as Vice Chairman of the Board; Executive
Officers of Wesbanco, Inc. include Edward M. George, President and Chief
Executive Officer; Paul M. Limbert, Executive Vice President and Chief
Financial Officer; Dennis P. Yaeger, Executive Vice President and Chief
Operating Officer; Robert V. Aiken, Senior Vice President-Loan
Administration; John W. Moore, Jr., Senior Vice President-Human
Resources; Jerome B. Schmitt, Senior Vice President-Investments; Edward
G. Sloane, Vice President-Management Information Systems; Larry L.
Dawson, Vice President; Jerry A. Halverson, Vice President; and Albert
A. Pietz, Jr., Vice President and Compliance Officer.

Proxies
-------
The proxies are solicited by the Board of Directors of the Corporation,
and the cost thereof is being borne by the Corporation. Proxies may be
revoked, by the stockholders who execute them, at any time prior to the
exercise thereof, by written notice to the Corporation, or by
announcement at the stockholders meeting. Unless so revoked, the shares
represented by all proxies will be voted, by the persons named in the
proxies, at the stockholders meeting and all adjournments thereof, in
accordance with the specifications set forth therein, or, absent such
specifications, in accordance with the judgment of the holders of such
proxies.

<PAGE> 4

Stock Outstanding and Voting Rights
-----------------------------------
The authorized capital stock of the Corporation consists of 25,000,000
shares of common stock of the par value of $2.0833 per share, and
1,000,000 shares of preferred stock without par value. Of the
25,000,000 shares of authorized common stock, 8,476,572 shares presently
are issued and outstanding. There are no shares of preferred stock
issued and outstanding.

The Corporation redeemed the outstanding shares of Wesbanco Series A 8%
Cumulative Preferred Stock on November 17, 1995. The shares of
preferred stock were issued effective February 28, 1994, in conjunction
with the acquisition of First Fidelity Bancorp, Inc. in exchange for all
of the outstanding First Fidelity Preferred Stock. The Wesbanco
Preferred Stock was designated as Series A 8% Cumulative Preferred Stock
with a par value of $1.25 per share (hereinafter called "Wesbanco
Preferred Stock"). The holders of such shares had the right to receive
cash or elect to convert such shares into Wesbanco Common Stock.
Pursuant to such shareholder elections, 105,797 shares of Wesbanco
Common Stock were issued to such holders upon their election to convert
such shares.

The authorized shares of preferred stock of Wesbanco may be issued in
one or more classes or series with such preferences and voting rights as
the Board of Directors may fix in the resolution providing for the
issuance of such shares. The issuance of shares of preferred stock
could affect the relative rights of Wesbanco Common Stock. Depending
upon the exact terms, limitations and relative rights and preferences,
if any, of the shares of preferred stock as determined by the Board of
Directors of Wesbanco at the time of issuance, the holders of preferred
stock may be entitled to a higher dividend rate than that paid on the
common stock, a prior claim on funds available for the payment of
dividends, a fixed preferential payment in the event of liquidation and
dissolution of the company, redemption rights, rights to convert their
preferred stock into shares of Wesbanco Common Stock, and voting rights
which would tend to dilute the voting control of the Corporation by the
holders of Wesbanco Common Stock.

Stockholders of record as of the close of business on March 8, 1996,
will be entitled to vote at the stockholders meeting. Each stockholder
will be entitled to one vote for each share of common stock held, as
shown by the records of the Corporation at that time. Cumulative
voting, in the election of Directors, is permitted by State statute, and
the exercise of that right is not subject to any condition precedent.
Each stockholder is entitled to as many votes as shall equal the number
of his shares of common stock multiplied by the number of Directors to
be elected within each class, and he may cast all of such votes for a
single Director or he may distribute them among the number to be voted
for as he may see fit.

To the best of management's knowledge, the Trust Department of Wesbanco
Bank Wheeling, Bank Plaza, Wheeling, West Virginia, 26003, is the only
holder or beneficial owner of more than 5% of the common stock of the
Corporation. As of February 16, 1996, 849,869 shares of the common
stock of the Corporation, representing 10.02% of the shares outstanding,
were held in various capacities in the Trust Department. Of these
shares, the Bank does not have voting control of 192,448 shares,
representing 2.27% of the shares outstanding, has partial voting

2
<PAGE> 5

control of 29,707 shares, representing 0.35% of the shares outstanding,
and sole voting control of 627,714 shares, representing 7.40% of the shares
outstanding. In accordance with its general practice, shares of the
common stock of the Corporation over which the Bank has sole voting
control will be voted in accordance with the recommendations of
management. Shares over which the Bank has partial voting control will
be similarly voted if the Bank has the concurrence of the co-fiduciary
or co-fiduciaries.

The following table lists each stockholder known to Wesbanco to be the
beneficial owner of more than 5% of Wesbanco's common stock as of
February 16, 1996, as more fully described above:

Principal Holders
-----------------
<TABLE>
<CAPTION>

Name &
Address of Amount and Nature
Title Beneficial of Beneficial Percent
Class Owner Ownership of Class
- ----- ---------- ------------------ --------
<S> <C> <C> <C>
Common Wesbanco Bank
Wheeling Trust Dept.
Bank Plaza
Wheeling, WV 26003 849,869* 10.02%

</TABLE>
*Nature of beneficial ownership more fully described in text immediately
preceding table.

Election of Directors
---------------------
The Board of Directors of the Corporation is divided into three classes,
as nearly equal in number as the numerical membership of the Board will
permit, the members of such classes to serve staggered terms of three
years each. The Bylaws permit the Board to determine each year the
number of Directors up to a maximum of 35, and the Board of Directors
has determined that the Board shall consist of twenty-five (25) members,
and has fixed the number of Directors to be elected at the forthcoming
meeting at six (6) to be elected for a term of three years expiring at
the annual stockholders meeting in 1999.

Accordingly, the following persons have been nominated for election to
the Board:

Nominees(1)
-----------
For the three year term expiring at the Annual Stockholders Meeting in
1999:

Name Age Principal Occupation (2)Director Since
- ---- --- --------------------- -----------------
<S> <C> <C> <C>
John W. Kepner 63 Mortician; President, Kepner 01/28/76
Funeral Homes

</TABLE>
3

Name Age Principal Occupation (2)Director Since
- ---- --- -------------------- -----------------
<S> <C> <C> <C>
Frank R. Kerekes 49 President & CEO, 12/21/95
Wesbanco Bank Fairmont,
Inc., Fairmont, WV;
formerly Executive Vice
President, First Fidelity
Bancorp, Inc.; former
Executive Vice President,
Wesbanco Bank Fairmont

Robert H. Martin 62 Vice Chairman, Wesbanco, 02/28/94
Inc.; Chairman of the Board,
Wesbanco Bank Fairmont;
formerly Chairman of the
Board, First Fidelity
Bancorp, Inc.; President,
Eastland Enterprises, Inc.,
a personal holding company

Melvin C. Snyder, Jr. 67 Lawyer; former Partner, 12/02/91
Snyder & Snyder

Joan C. Stamp 44 Board Director, American 02/15/96
Symphony Orchestra
League; Member, West
Virginia Arts Commission

John A. Welty 68 Secretary-Treasurer, Welty 07/28/76
Buick, Pontiac, GMC
Truck; former President,
Welty Buick, Inc.

</TABLE>

(1) Two vacancies exist in this class, the Board having fixed the
membership of the class at eight. The vacancies were created by four
directors in this class having reached the mandatory retirement age
according to the Bylaws of the Corporation and being ineligible for re-
election to the Board, and the resignation of Patrick L. Schulte. The
Bylaws of the Corporation would permit the Board to fill the vacancies
during the ensuing year, but any such appointments would be effective
only until the next annual meeting of shareholders. The Board of
Directors has determined to leave the positions open for the present, in
conjunction with its continuing acquisition program. The proxies
solicited cannot be voted for a greater number of persons than the
number of nominees named.

(2) Principal occupation during the past five years.

4
<PAGE> 7

In the absence of instructions to the contrary, the enclosed form of
proxy, if executed and returned to the Corporation, will be voted in the
manner determined by the holder or holders thereof. Discretionary
authority to cumulate votes in the election of Directors is solicited,
and unless otherwise directed, the holder or holders of such proxies
shall have the authority to cumulate votes represented thereby and to
distribute the same among the nominees in such manner and numbers as
such holder or holders, in his or their discretion, may determine. This
authority will be exercised by the holder or holders of the proxies in
the event that any person or persons, other than the nominees named
above, should be nominated for election to the Board of Directors.

All of the foregoing nominees presently are serving as members of the
Board. In the event that, at any time prior to the stockholders
meeting, any of the foregoing nominees should become unavailable for
election to the Board of Directors, the shares of stock represented by
the proxies will be voted for such other nominee or nominees as the
holders of the proxies, in their judgment, may determine.

Continuing Directors
--------------------
In addition to the foregoing nominees, the following persons presently
are serving as members of the Board of Directors:

Directors Whose Term of Office Will Expire
at the Annual Stockholders Meeting in 1998

Name Age Principal Occupation(1) Director Since
- ---- --- ----------------------- --------------
<S> <C> <C> <C>
James E. Altmeyer 57 President, Altmeyer Funeral 10/16/87
Homes, Inc.

Charles J. Bradfield 62 President & Chief Executive 07/17/92
Officer, Wesbanco Bank
Barnesville, Barnesville,
Ohio

Christopher V. Criss 40 President & Chief 07/17/92
Executive Officer, Atlas
Towing Co.

Stephen F. Decker 44 President & Chief 12/02/91
Executive Officer,
Wesbanco Bank Kingwood,
Kingwood, WV

</TABLE>
5

<PAGE> 8

Name Age Principal Occupation(1) Director Since
- ---- --- ----------------------- --------------
<S> <C> <C> <C>
James C. Gardill 49 Chairman of the Board, 11/13/80
Wesbanco, Inc.; Lawyer,
Partner, Phillips, Gardill,
Kaiser & Altmeyer

Roland L. Hobbs 63 Vice Chairman, Wheeling 07/28/76
Park Commission; Director
Reco Equipment Company

Eric Nelson 66 President, Nelson Enter- 04/16/87
prises (Investments)

James L. Wareham 56 Chairman of the Board, 12/20/90(2)(3)
President & Chief Executive
Officer, Wheeling-Pittsburgh
Steel Corp., President, WHX
Corporation

</TABLE>

(1) Principal occupation during the past five years.

(2) Mr. Wareham also serves as a Director of Wheeling-Pittsburgh Steel
Corp. and WHX Corporation.

(3) Attended less than 75% of the Board meetings.

Directors Whose Term of Office Will Expire
at the Annual Stockholders Meeting in 1997(1)
---------------------------------------------
<TABLE>
<CAPTION>
Name Age Principal Occupation(2) Director Since
- ---- --- ----------------------- --------------
<S> <C> <C> <C>
Frank K. Abruzzino 52 Lawyer; Steptoe & Johnson; 02/28/94
Former President & Chief
Executive Officer, Wesbanco
Bank Shinnston

Earl C. Atkins 67 President, City Neon, Inc., a 02/28/94
commercial sign company;
President, Commercial Land
Development, Inc.
</TABLE>
6
<PAGE> 9
<TABLE>
<CAPTION>

Name Age Principal Occupation(2) Director Since
- ---- --- ----------------------- --------------
<S> <C> <C> <C>
Ray A. Byrd 51 Lawyer, Partner, Schrader, 06/09/77(3)
Byrd, Companion & Gurley

James D. Entress 57 Oral & Maxillo-Facial Surgeon 12/20/90

Edward M. George 59 President & Chief Executive 12/02/91
Officer, Wesbanco, Inc.;
Chairman of the Board, Wesbanco
Bank Wheeling; formerly Execu-
tive Vice President-Loans,
Wesbanco, Inc.

Carter W. Strauss 49 President, Strauss Industries, Inc. 07/28/76(3)

Thomas L. Thomas 69 Physician 10/16/87

William E. Witschey 64 President, Witschey's Market, 01/10/85
Inc. (Retail Food Market)

</TABLE>
(1) One vacancy exists in this class, the Board having fixed the
membership of the class at nine (9). The Bylaws of the Corporation
would permit the Board to fill the vacancy during the ensuing year, but
any such appointment would be effective only until the next annual
meeting of shareholders. The Board has determined to leave the position
open for the present, in conjunction with its continuing acquisition
program.

(2) Principal occupation during the past five years.

(3) Attended less than 75% of the Board meetings.

Ownership of Securities by Directors, Nominees and Officers
------------------------------------------------------------
The following table sets forth the number of shares of the Corporation's
common stock beneficially owned by the nominees, continuing directors
and officers of the Corporation as a group as of February 16, 1996.
There is no other class of voting securities issued and outstanding.

</TABLE>
7

<PAGE> 10

Sole Voting Shared Voting
Name of and Investment and/or Investment
Beneficial Owner Authority Authority Percent
- ---------------- -------------- ------------------ -------
<S> <C> <C> <C>
Charles J. Bradfield 38,390(4) --- *
Ray A. Byrd 4,283(5) --- *
Christopher V. Criss 30,301(6) --- *
Stephen F. Decker 6,285 --- *
James D. Entress 30,698(7) --- *
James C. Gardill 28,592(8) --- *
Edward M. George 8,521(9) --- *
Roland L. Hobbs 16,678(10) --- *
John W. Kepner 3,449(11) --- *
Frank R. Kerekes 990 --- *
Robert H. Martin 51,812(12) --- *
Eric Nelson 29,893(13) --- *
Melvin C. Snyder, Jr. 4,732(14) --- *
Joan C. Stamp 4,086 2,131(15) *
Carter W. Strauss 21,261(16) --- *
Thomas L. Thomas 16,745(17) 226,212(18) 2.86
James L. Wareham 649(19) --- *
John A. Welty 3,330(20) --- *
William E. Witschey 5,006(21) 30,458(22) *

All Directors and
Officers as a group
(35 persons) 414,512 287,850 8.28
</TABLE>

*Beneficial ownership does not exceed one percent.

(1) Mr. Abruzzino's wife, Elizabeth Abruzzino, is the owner of 403
shares. In addition, Mr. Abruzzino's children are the owners of 30,628
shares held in Trusts.

(2) Includes 117 shares held for Mr. Atkins' benefit in a Rabbi Trust
established under the Wesbanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan.

(3) Mr. Atkins' grandchildren are the owners of 12,085 shares held in
Trust.

(4) Mr. Bradfield's wife, Gretchen H. Bradfield, is the owner of an
additional 4,260 shares.

(5) Includes 1,071 shares held for Mr. Byrd's benefit in a Rabbi Trust
established under the Wesbanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan.

8
<PAGE> 11

(6) Includes 286 shares held for Mr. Criss' benefit in a Rabbi Trust
established under the Wesbanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan.

(7) Includes 30,698 shares held at Wesbanco Bank Wheeling in Dr.
Entress' IRA custodian account. Dr. Entress' wife, Dr. Cheryl Entress,
is the owner of an additional 3,837 shares and 7,906 shares held in a
profit sharing plan and an IRA custodian account, respectively, at
Wesbanco Bank Wheeling.

(8) Includes 3,376 shares held for Mr. Gardill's benefit in a Rabbi Trust
established under the Wesbanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan. Includes an additional 660 shares held by
Mr. Gardill's wife, Linda T. Gardill, and 1,673 shares held in her IRA
custodian account at Wesbanco Bank Wheeling.

(9) Mr. George's wife, Sandra F. George, is the owner of an additional
334 shares.

(10) Includes 678 shares held for Mr. Hobbs' benefit in a Rabbi Trust
established under the Wesbanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan. Mr. Hobbs is co-trustee of a Trust which
holds an additional 1,358 shares, and his wife, Sarah F. Hobbs, is the
owner of an additional 3,080 shares.

(11) Mr. Kepner's wife, Joan B. Kepner, is the owner of an additional 200
shares.

(12) Includes 45,187 shares owned by Mt. Zion, Incorporated, which is
wholly owned by Mr. Martin. Mr. Martin's wife, Lucille D. Martin, is
the owner of an additional 2,972 shares held in Trust in her IRA account
at Wesbanco Bank Fairmont.

(13) Mr. Nelson's wife, Ann P. Nelson, is the owner of an additional
3,488 shares.

(14) Mr. Snyder's wife, Ann E. Snyder, is the owner of an additional 499
shares.

(15) Mrs. Stamp is the owner of 2,131 shares held in Trust. In addition,
Mrs. Stamp's children are the owners of an additional 2,200 shares held
in Trusts.

(16) Includes 4,000 shares held for Mr. Strauss' benefit in a Rabbi Trust
under the Wesbanco, Inc. and All Affiliate Banks Directors Deferred
Compensation Plan, and 1,289 shares held by Automatic Recycling, Inc.,
of which Mr. Strauss is an officer and director and in which he has a
substantial stock interest. Mr. Strauss' wife, Barbara Strauss, is the
owner of an additional 2,167 shares held in a custodian account at
Wesbanco Bank Wheeling. In addition, Mr. Strauss' children are the
owners of an additional 1,066 shares held in Trusts.

(17) Includes 581 shares held for Dr. Thomas' benefit in a Rabbi Trust
established under the Wesbanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan. Dr. Thomas' wife, Ann F. Thomas, holds an
additional 2,678 shares. In addition, Dr. Thomas has a substantial
stock interest in two corporations, namely, Fath Corporation and J. T.
Corporation, the owners of an additional 2,078 and 11,588 shares,
respectively.

9
<PAGE> 12

(18) Dr. Thomas is President and one of the six Trustees of the James B.
Chambers Memorial Association, Inc. of Wheeling, West Virginia, the
owner of 224,070 shares. The James B. Chambers Memorial Association,
Inc. is an eleemosynary corporation which is operated for the benefit
and advancement of disadvantaged children of the greater Wheeling area.
There is an additional 2,142 shares held by Dr. Thomas' retirement
trust, of which he shares voting and investment powers with the Trustee.

(19) Includes 82 shares held for Mr. Wareham's benefit in a Rabbi Trust
established under the Wesbanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan.

(20) Mr. Welty's wife, Joyce W. Welty, is the income beneficiary of a
Trust which owns an additional 1,980 shares.

(21) Mr. Witschey's wife, Wilda C. Witschey, is the owner of an
additional 5,721 shares.

(22) Witschey's Market, Inc., in which Mr. Witschey has a substantial
stock interest, is the owner of 30,458 shares.

Section 16(a) Filing Requirements
---------------------------------

Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers, directors, and persons who own more than 10% of
a registered class of the Corporation's equity securities, to file
reports of ownership and changes in ownership with the Securities &
Exchange Commission. Officers, directors and greater than 10%
shareholders are required by SEC regulations to furnish the Corporation
with copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such Forms 5 received by it,
or written representations from certain reporting persons that no Forms
5 were required for those persons, the Corporation believes that, during
the calendar year 1995, all filing requirements applicable to its
officers, directors and greater than 10% beneficial owners were
fulfilled.

Transactions With Directors and Officers
----------------------------------------
It has been the practice of some of the subsidiary banks of the
Corporation, on occasion, to engage in the ordinary course of business
in banking transactions, which at times involved loans in excess of
$60,000.00, with some of their Officers and Directors and some of the
Officers and Directors of the Corporation and their associates. It is
anticipated that the practice will be continued. All loans to such
persons, however, have been made, and in the future will be made, in the
ordinary course of business and on substantially the same terms,
including interest rates and collateral, as those prevailing at the time
for comparable transactions with other persons, and did not, and will
not, involve more than normal risk of collectibility or present other
unfavorable features. From time to time the firm of Phillips, Gardill,
Kaiser & Altmeyer of which James C.

10
<PAGE> 13

Gardill, Chairman of the Board and a Director of the Corporation, is a
partner** , the firm of Schrader, Byrd, Companion & Gurley, of which
Ray A. Byrd, Director of the Corporation, is a partner, and the firm of
Bachmann, Hess, Bachmann & Garden, of which Gilbert S. Bachmann, a
retiring Director of the Corporation, is a partner, have rendered legal
services to the Corporation. It is contemplated that one or more of these
firms will be retained to perform legal services during the current year.

Compensation of Executive Officers
----------------------------------
The officers of the Corporation presently are serving without
compensation from Wesbanco, Inc. They are, however, compensated by
Wesbanco, Inc. affiliate banks for services rendered as officers of
those corporations.

The following table sets forth the total compensation paid by Wesbanco,
Inc. affiliate banks, during the year 1995, to the five highest paid
executive officers, whose total compensation exceeded $100,000.00,
together with the benefits payable to them from the Corporation's
pension plan upon retirement.

- ------------------------------------
** Fees aggregating $242,602.90 were paid to the law firm of Philips,
Gardill, Kaiser & Altmeyer for legal services rendered to the Corporation
and its banking affiliates during the year 1995.

11
<PAGE> 14

SUMMARY COMPENSATION TABLE
--------------------------
<TABLE>
<CAPTION>

Long Term Compensation
----------------------

Annual Compensation Awards Payouts
------------------- ------------------- ---------
Other
Annual Restricted Options All Other
Salary Bonus Comp. Stock SARS LTIP Compensation
Name and Position Year ($) ($) (1) Awards (#) Payouts ($)(2)
- ----------------- ---- ------ ------ ------ ---------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edward M. George 1995 162,763 50,000 0 0 0 0 5,074
President & Chief 1994 152,554 40,000 0 0 0 0 2,873
Executive Officer 1993 142,645 35,000 0 0 0 0 5,525

Paul M. Limbert 1995 121,534 25,000 0 0 0 0 4,670
EVP & Chief 1994 113,642 20,000 0 0 0 0 2,558
Financial Officer 1993 108,748 18,000 0 0 0 0 4,012

Dennis P. Yaeger 1995 121,534 25,000 0 0 0 0 4,669
EVP & Chief 1994 113,642 20,000 0 0 0 0 2,558
Operating Officer 1993 108,033 18,000 0 0 0 0 3,992

Frank R. Kerekes 1995 112,499 8,000 0 0 0 0 2,707
President, 1994 107,276 8,000 1,500 0 0 0 0
Wesbanco Bank 1993 95,070 10,000 6,000 0 0 0 0
Fairmont, Inc

Jerome B. Schmitt 1995 104,164 18,000 0 0 0 0 3,922
Senior Vice Presi- 1994 99,462 15,000 0 0 0 0 2,191
dent-Investments 1993 95,739 13,000 0 0 0 0 3,439

</TABLE>

(1) "Other Annual Compensation" includes the following for Mr. Kerekes:
Board fees, 1994 - $1,500, 1993 - $6,000.

(2) "All Other Compensation" includes the following: contributions to
the Corporation's ESOP Plan on behalf of each of the named executives
covered by the Plan as follows: for Mr. George, 1995 - $5,074, 1994 -
$2,873, 1993 - $5,525; for Mr. Limbert, 1995 - $4,670, 1994 - $2,558,
1993 - $4,012; for Mr. Yaeger, 1995 - $4,669, 1994 - $2,558, 1993 -
$3,992; for Mr. Schmitt, 1995 - $3,922, 1994 - $2,191, 1993 - $3,439;
for Mr. Kerekes, 1995 - $2,707.

<PAGE> 15

Comparison of Five Year Cumulative Total Return *
Among Wesbanco Inc., Nasdaq Stock Market (U.S.), and Nasdaq Banks **
<TABLE>
<CAPTION>

MEASUREMENT PERIOD WESBANCO NASDAQ STOCK NASDAQ
(FISCAL YEAR COVERED) INC. MARKET BANKS
- --------------------- --------- ------------- ---------
<S> <C> <C> <C>
1990 100.000 100.000 100.000
1991 115.570 160.564 164.092
1992 167.955 186.866 238.854
1993 228.120 214.511 272.395
1994 195.197 209.686 271.410
1995 233.567 296.304 404.353

</TABLE>

<TABLE>
<S> <C>
Assumes $100 Invested on January 1, 1991 * Total Return Assumes Reinvestment
In Wesbanco, Inc., Nasdaq Stock Market, of Dividends
and Nasdaq Banks. ** Fiscal Year Ending December 31

</TABLE>
13
<PAGE> 16

Pension Plan Benefits
Estimated Annual Benefits Upon Retirement to Persons in
Specified Remuneration and Years-of-Service Classifications
------------------------------------------------------------
<TABLE>
<CAPTION>

Remuneration 15 20 25 30 35
- ------------- --- --- --- --- ---
<S> <C> <C> <C> <C> <C>
85,000 21,782 29,042 36,303 43,567 50,000
95,000 24,392 32,522 40,653 48,784 50,000
105,000 27,002 36,002 45,003 50,000 50,000
120,000 30,917 41,222 50,000 50,000 50,000
130,000 33,527 44,702 50,000 50,000 50,000
140,000 36,137 48,182 50,000 50,000 50,000
150,000 38,747 50,000 50,000 50,000 50,000
175,000 45,272 50,000 50,000 50,000 50,000
200,000 50,000 50,000 50,000 50,000 50,000
225,000 50,000 50,000 50,000 50,000 50,000

A Participant's compensation covered by the Bank's pension plan is the
salary reported on the Form W-2 plus Section 125 contributions made by
the employee (as reported in the Summary Compensation Table), for the 60
consecutive months out of the last 120 consecutive months of the
Participant's career for which such average is the highest, or in the
case of the Participant who has been employed for less than 60 months,
the period of his employment with the Bank. Average compensation for
named executives as of the end of the last calendar year is: Mr.
George: $172,533; Mr. Limbert: $126,058; Mr. Yaeger: $126,058; Mr.
Kerekes: $106,680; and Mr. Schmitt: $107,859. The estimated years of
service for each named executive is as follows: Mr. George: 12.583; Mr.
Limbert: 18.666; Mr. Yaeger: 23.333; Mr. Kerekes: 18.000; and Mr.
Schmitt: 23.000. Benefits shown are computed as a straight life annuity
beginning at age 65.

Description of Employment Contracts
-----------------------------------
The Corporation provides certain executive officers, including the
executive officers named in the Summary Compensation Table, with written
Employment Contracts at their respective base annual salaries. These
contracts are all substantially the same and are structured on a
revolving three year term which is annually renewable. The contracts
provide for discharge for cause, and terminate in the event of the death
of the employee. If terminated by reason of the death of the employee,
or without cause, the employee or his designated beneficiary is entitled
to a severance payment equal to the greater of (i) six months of the
employee's base salary, or (ii) the base salary the employee would have
received had he continued to be employed throughout the end of the then
existing term of the Agreement. There are no golden parachute type
provisions contained in the contracts.

<PAGE> 17

Frank R. Kerekes is covered by a separate employment contract which is
also structured on a revolving three year term which commenced on
February 28, 1994. The contract provides for a minimum salary at an
amount not less than the salary in effect for Mr. Kerekes as of February
28, 1994. The Agreement contains a termination for cause provision, and
a termination on death clause. In the event of the death of the
employee during the term of the Agreement, Wesbanco is required to pay
to Mr. Kerekes' spouse an amount equal to six months of his base salary
at his then current base rate. In the event Wesbanco should terminate
his employment other than for cause, or due to his death, or by mutual
consent, Mr. Kerekes is entitled to receive an amount equal to the
greater of six months base salary or the base salary payable under the
remaining term of the Agreement.

Description of Bonus Plan
-------------------------
Annually, the Compensation Committee of the Corporation makes a
determination as to the amount and allocation among the executive
officers of the Corporation of a bonus payable to such officers. The
amount and participants vary each year based on an assessment of
profitability and merit as determined by the Committee. A total of
$267,000 in cash was allocated and paid for such bonuses for the year
1995.

Compensation Committee Report
-----------------------------
Members of the Compensation Committee consist of the non-salaried
members of the Executive Committee and include Messrs. Criss, Thomas,
Witschey, Hobbs, and Strauss, as well as Messrs. Gardill and Martin.

Generally, compensation policies are determined by the annual budget
process in which overall salary adjustment ranges are established based
upon a projected annual budgeted amount for salaries. The actual
increases are then allocated based on administration of the company's
salary administration program, a Hay type system, and individual
performance evaluations, which are done each year on all employees,
including executive officers. Salary increases are also adjusted for
merit increases and changes in duties and responsibilities where
warranted. The Committee also considered that executive salaries for
the Corporation's executives are somewhat lower than industry peer group
averages and have been moving closer to industry standards, subject to
corporate performance.

Company performance is considered in establishing the annual budget for
salary increases, which is the initial part of the process. Projected
annual income growth and savings through consolidation are considered in
establishing the overall salary increase range. Also, Company
performance factors, including net income, return on assets and return
on equity, are considered in setting annual bonuses. The bonuses are
determined on a subjective basis.

Considerations affecting Mr. George's salary and bonus for 1995 included
the overall salary administration program of the corporation, the
substantial reorganizational work involved in recent acquisitions and
the reorganization of a number of banks within the Wesbanco group, and
his annual evaluation, which was very positive. Also the Committee
considered the overall

15
<PAGE> 18

increases granted to other employees in the corporation and the salary
structure of peer group banks.

COMPENSATION COMMITTEE

James C. Gardill, Chairman Christopher V. Criss
Thomas L. Thomas William E. Witschey
Roland L. Hobbs Carter W. Strauss
Robert H. Martin

Compensation Committee Interlocks and
Insider Participation in Compensation Decisions
------------------------------------------------
Roland L. Hobbs, a member of the Compensation Committee, formerly served
as Chairman and President of Wesbanco until June 1, 1990. He continues
to serve as a member of the Board of Directors and Executive Committee
of the Corporation.

James C. Gardill, also a member of the Compensation Committee, serves as
Chairman of the Board of the Corporation, which is a non-salaried
position, though Mr. Gardill is included in annual bonus considerations
of the Compensation Committee. Mr. Gardill does not participate in the
Committee's discussion of such bonus. Mr. Gardill also is a partner in
the law firm Phillips, Gardill, Kaiser & Altmeyer, and acts as general
counsel for the Corporation. During the year 1995 fees aggregating
$242,602.90 were paid to the firm of Phillips, Gardill, Kaiser &
Altmeyer for legal services rendered to the Corporation and its banking
affiliates.

Robert H. Martin, Vice Chairman of the Corporation also is a member of
the Compensation Committee. Mr. Martin also serves as Chairman of
Wesbanco Bank Fairmont, a banking subsidiary of the Corporation, and
receives a salary for such position.

Wesbanco KSOP Plan
------------------
The Wesbanco Employee Stock Ownership and 401(k) Plan (the "Plan") is a
qualified non-contributory employee stock ownership plan with a deferred
savings plan feature under Section 401(k) of the Internal Revenue Code.
The employee stock ownership feature of the Plan (the "ESOP") was
adopted by the Corporation on December 31, 1986, and subsequently
amended and restated effective January 1, 1996, to add 401(k) pre-tax
savings features (the "KSOP"). All employees of Wesbanco, together with
all employees of the subsidiary companies which adopt the Plan, are
eligible to participate in the Plan upon completion of a year of service
and attaining age 21. All affiliate banks are participants in the Plan.
The Plan is administered by a Committee appointed by the Board of
Directors of the Corporation.

No contributions are made to the ESOP by the employees. All
contributions are made by the Corporation, and the amount thereof is
determined annually by the Board of Directors of the Corporation. The
Trustee of the ESOP Trust is authorized to borrow funds upon terms and
conditions not inconsistent with Section 4975 of the Internal Revenue
Code and the regulations

<PAGE> 19

thereunder, for the purpose of purchasing stock of the Corporation, from
the Corporation or any shareholder. In the event that such a loan is
obtained, the employer contributions must be made in an amount sufficient
to amortize the loan. Otherwise, employer contributions may be paid in the
form of cash or shares.

At the present time, the ESOP Trust holds 105,936 shares of Wesbanco
Common Stock. The ESOP Trustee has currently outstanding $777,405.00
borrowed from an affiliated financial institution. The loan originated
in 1995 and is structured as a revolving line of credit, and the unpaid
balance is amortized over a five-year period at an interest rate equal
to the lender's base rate. Wesbanco is required to make annual payments
to principal equal to 20% of the January 1st balance each year. Any
balance due at maturity will be paid in full or refinanced. During
1995, the trust used proceeds of the loan to purchase 5,000 shares at
$25.75 per share. The ESOP Trustee pledged the shares of employer
securities purchased with the proceeds of the loan as security for the
loan. Wesbanco guaranteed the loan issuing a contribution commitment
letter. As such securities are allocated to the accounts of
participating employees, and the loan balance paid down, they will be
released by the secured party.

Employer securities purchased with the proceeds of the loan are placed
in a suspense account and released, prorata, from such suspense account
under a formula which considers the amount of principal and interest
paid for a given period over the amount of principal and interest
anticipated to be paid for that period and all future periods. Shares
released from the suspense account, employer contributions, if any, and
forfeitures are each allocated, prorata, subject to limits imposed by
the Code, to the accounts of individual participants under a format
which considers the amount of the participant's compensation over the
aggregate compensation of all participants.

Participants become vested in their accounts upon retirement, death or
disability or upon completion of five years of service from and after
December 31, 1986, or, with respect to affiliate banks, five years from
the date of initial participation. Distributions upon retirement, death
or disability are normally made in the form of substantially equal
annual installments over a period of 10 years commencing as soon as
practicable after such retirement, death or disability. Distributions
upon other separation from service are normally made in the form of
installments commencing upon the earlier of the date the former employee
attains age 65, his or her death, or after a one year break in service.
With the consent of the Committee, distributions may be made in the form
of a lump sum. Participants may demand distributions in the form of
whole shares of employer securities. If demand is not timely made,
however, distributions may be made in cash.

The assets of the ESOP Trust will be invested and accounted for
primarily in shares of employer securities. However, from time to time,
the ESOP Trustee may hold assets in other forms, either (i) as required
for the proper administration of the ESOP or (ii) as directed by
participants as set forth in Section 401(a)(28) of the Code.

During the year 1995, Wesbanco contributed a total of $350,012 to the
ESOP on behalf of its employees.

17
<PAGE> 20

The following table sets forth, with respect to those persons named in
the Compensation Table, and for all executive officers as a group, the
number of shares of the Corporation's common stock allocated to such
individuals during 1995:

TABLE>
<CAPTION>
Value of
Name Shares Allocated Allocated Shares
- ---- ---------------- ----------------
<S> <C> <C>
Edward M. George 181 $ 5,074
Paul M. Limbert 166 $ 4,670
Dennis P. Yaeger 166 $ 4,669
Frank R. Kerekes 96 $ 2,707
Jerome B. Schmitt 140 $ 3,922

Officers of the 1,615 $ 45,220
Corporation (17 persons)
as a group
</TABLE>

The KSOP feature of the Plan permits participants to make pre-tax
elective contributions through payroll deductions in increments of 1% of
compensation up to a maximum of 15% of compensation, subject to certain
maximum dollar limitations imposed by the Internal Revenue Code (i.e.
for 1996 the maximum amount is $9,500.00). The Corporation provides
matching contributions on a quarterly basis subject to certain
limitations. The Corporation's matching contribution is 50% of the
first 2% of compensation electively deferred, and 25% of the next 2% of
compensation electively deferred. No matching contributions are made by
the Corporation for elective deferrals in excess of 4% of compensation.

Employees are 100% vested in all pre-tax elective deferrals, or
contributions, to the Plan and likewise are 100% vested in all matching
employer contributions. KSOP contributions are invested by the employee
selecting the percentage of contributions to be invested among seven (7)
different investment funds.

No contributions were made under the KSOP feature by the Corporation for
calendar year 1995.

Meetings of Board of Directors and
Committees and Compensation of Members
--------------------------------------
The Board of Directors of the Corporation meets bimonthly, and the
Executive Committee of the Corporation meets monthly. Fees paid for
attendance at Board meetings and meetings of the Executive Committee are
$300.00. The Directors receive an annual fee of $2,000.00 payable
quarterly at the rate of $500.00 per quarter. During 1995, the Board of
Directors of the Corporation held six regular meetings. Directors of
the Corporation are paid a fee of $200.00 for attendance at meetings of
special committees of the Corporation. Fees in the total amount of
$72,700.00 were paid to Directors for attendance at meetings of the
Board of Directors of the Corporation and at meetings of all Committees
of the Corporation during the

<PAGE> 21

year 1995. In addition, fees in the aggregate amount of $46,400.00
were credited to the accounts of those Directors who have elected to
participate in the Directors Deferred Compensation Plan of the Corporation,
pursuant to which payment of fees for attendance at meetings of the Board
of Directors and committees established by the Board may be deferred and
deemed invested in Wesbanco Common Stock or in a money market rate of
interest account.

The Corporation does have a standing Compensation Committee. The
members of the Corporation's Compensation Committee include James C.
Gardill, Roland L. Hobbs, Robert H. Martin, Carter W. Strauss, Thomas L.
Thomas, Christopher V. Criss and William E. Witschey. The Compensation
Committee met three times during the year. The principal functions of
the Committee are to review and approve salary adjustments for officers,
bonus recommendations, executive compensation, and overall salary and
benefit costs.

The Corporation does have a standing Nominating Committee. Members of
the Corporation's Nominating Committee are Roland L. Hobbs, James C.
Gardill, Edward M. George, Thomas L. Thomas and Eric Nelson. The
Committee meets only when vacancies are to be filled and no meetings
were held during the year 1995. The principal function of the Committee
is to recommend individuals for election to the Board of Directors.
Security holder nominations may be considered by the Committee if made
in accordance with the Bylaw requirements. See "Stockholders Intending
to Nominate Candidates for Election to Board of Directors Must Give
Notice to Corporation."

The Corporation does have an Audit Committee, the members of which in
1995 were Carter W. Strauss, Chairman, Ray A. Byrd, D. Duane Cummins,
James D. Entress, Frank K. Abruzzino, William E. Witschey and Thomas M.
Hazlett. The principal functions of the Audit Committee are to confer
with the independent accountant and the Internal Auditor of the
Corporation and the affiliate banks, and to review and assess the
interim and year-end audit reports and the reports of the examinations
made by the Federal and State Bank Examiners and other regulatory
authorities. The Committee had five meetings during 1995. All meetings
were attended by representatives of Price Waterhouse LLP, the
independent accountant, and all of the meetings were attended by the
Internal Auditor for the Corporation and its affiliate banks. These
meetings were devoted, for the most part, to reviewing and discussing
the reports and recommendations of Price Waterhouse LLP, concerning the
interim and year-end audits, and the reports of the Internal Auditor
concerning the results of the examinations of the accounting controls
and procedures followed by the Internal Audit Department. Various other
matters pertaining to the business and operations of the Corporation
received attention by the Committee throughout the year, including the
scope of the audits, review of nonperforming credits, consideration of
financial statements, internal control procedures, loan policies and
loan loss reserves.

19
<PAGE> 22

Stockholders Intending to Nominate Candidates for
Election to Board of Directors Must Give Notice to Corporation
--------------------------------------------------------------
Under Section 2 of Article III of the bylaws of the Corporation, any
stockholder who intends to nominate, or cause to have nominated, a
candidate for election to the Board of Directors (other than any
candidate proposed by the Board of Directors) shall so notify the
Secretary of the Corporation in writing not less than thirty (30) days
prior to the date of any meeting of the stockholders at which Directors
are to be elected, or five (5) days after the giving of notice of such
meeting, whichever is later. Only candidates nominated in accordance
with this section, other than candidates nominated by the Board of
Directors, shall be eligible for election to the Board of Directors.

Proposal Number Two Amendment of the Corporation's
Dividend Reinvestment and Stock Purchase Plan to Allow the
Plan Administrator, or at Its Option, An Independent Agent to
Purchase Treasury Stock or Authorized But Unissued
Shares of Common Stock from the Corporation
--------------------------------------------------------------
The Corporation's Dividend Reinvestment and Stock Purchase Plan (the
"Plan") currently permits its designated Agent, Legg Mason Wood Walker,
Inc., to purchase shares of the Corporation's Common Stock on any
exchange where the Common Shares are traded, in the over-the-counter
market or in negotiated transactions to meet the demand for shares by
participants in the Plan. On February 15, 1996, the Board of Directors
adopted a resolution amending the Plan, subject to ratification by the
shareholders, to designate Wesbanco Bank Wheeling, an affiliated banking
subsidiary, as the Plan Administrator, and to permit the Administrator,
or an independent agent selected by the Administrator, to purchase
either treasury stock or authorized but unissued shares from the
Corporation, or to purchase such shares in the open market, as the Plan
presently permits, by either the Administrator or a designated
independent agent. The price of the stock purchased from the
Corporation will be the average of the high and low sales price on the
Nasdaq Stock Market for the last five days on which such shares traded
prior to the dividend payment date. A complete copy of the Amended
Dividend Reinvestment and Stock Purchase Plan is attached as Exhibit A.

If this Proposal is approved by a majority of the shareholders, the
Corporation must file a Registration Statement with the Securities and
Exchange Commission to register authorized shares of the Corporation's
Common Stock for sale to the Corporation's Dividend Reinvestment and
Stock Purchase Plan. Until this registration is effective, the Agent
will continue to rely upon stock purchased on the Nasdaq Stock Market,
in the over-the-counter market or in negotiated transactions to meet the
demand for shares in the Plan.

Based upon the present participation in the Plan, approximately 15,000
shares are necessary each quarter to satisfy the requirements of the
Plan. Accordingly, not more than One Hundred Fifty Thousand (150,000)
shares will be registered for this purpose. If all of the shares
registered for this purpose are sold by the Corporation, there will be a
slight ownership dilution

<PAGE> 23

(less than 1/10% of 1%) to the present shareholders who choose not to
participate in the Plan. The Corporation intends to apply such proceeds
as are received for general corporate purposes. Shares purchased in market
or negotiated transactions will provide no proceeds to the Corporation.

Adoption of Proposal Number Two will require the affirmative vote of a
majority of the outstanding shares of Common Stock entitled to vote at
the Annual Meeting. The Board of Directors unanimously recommends a
vote FOR the Proposal to Amend the Dividend Reinvestment Plan. Proxies
not otherwise specified will be voted in favor of Proposal Number Two to
Amend the Dividend Reinvestment Plan.

Proposals of Stockholders for
Presentation at Next Year's
Annual Meeting, to be Held April 16, 1997
-----------------------------------------
Proposals which stockholders intend to present at next year's annual
meeting, to be held on Wednesday, April 16, 1997, will be eligible for
inclusion in the Corporation's proxy material for that meeting if they
are submitted to the Corporation in writing not later than November 26,
1996. A proponent may submit only one proposal. At the time of the
submission of a proposal, a stockholder also may submit a written
statement in support thereof for inclusion in the proxy statement for
the meeting, if requested by the proponent; provided, however, that a
proposal and its supporting statement in the aggregate shall not exceed
500 words.

Independent Accountant
----------------------
Price Waterhouse LLP served as accountant for the Corporation and all
affiliates for the year 1995 and for a number of years prior thereto.
The services rendered by Price Waterhouse LLP during the year 1995
consisted of auditing and tax services primarily, and involved the
Corporation's acquisition program as well as the examination of the
financial statements and reports of the Corporation and its subsidiary
banks. It is expected that a representative of the accounting firm will
be present at the stockholders meeting. Such representative will have
the opportunity to make a statement if such representative desires to do
so, and will be available to respond to appropriate questions from the
stockholders who are present.

The Corporation is in the process of evaluating a change in its
independent accountant for the current year and is presently considering
several proposals which it solicited. Any change in accountants would
be submitted to the Audit Committee and the Board of Directors for prior
approval. If the Corporation determines to change its independent
accountant, it is anticipated that a representative of the accounting
firm will be present at the next annual meeting of shareholders and such
representative would have the opportunity to make a statement if such
representative desires to do so.

<PAGE> 24

Matters to be Considered at the Meeting
---------------------------------------
The management has no knowledge of any matters, other than those
referred to above, which will be presented for consideration and action
at the meeting. As set forth in the Notice of the meeting, however, the
stockholders will have the right to consider and act upon such other
matters as properly may come before the meeting, and the enclosed form
of proxy confers, upon the holders thereof, discretionary authority to
vote with respect to such matters. Accordingly, if any such matters are
presented, the holders of the proxies will vote the shares of stock
represented thereby in accordance with their best judgment.

By order of the Board of Directors.

JAMES C. GARDILL,
Chairman of the Board

Wheeling, West Virginia
March 15, 1996

<PAGE> 25

EXHIBIT A
---------

THE PLAN

The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of
Wesbanco, Inc. ("Wesbanco") described herein provides holders of record of
Wesbanco Common Stock ("Common Stock") with a simple and convenient method
of investing all or part of their cash dividends and voluntary cash payments
in additional shares of Common Stock without payment of any brokerage
commission or service charge. The Plan will be administered by Wesbanco Bank
Wheeling (the "Administrator"), a West Virginia banking corporation with
offices located in Wheeling, West Virginia, and a wholly-owned subsidiary of
Wesbanco.

The price per share will be the weighted average of the per share price
paid of all Common Stock purchased by the Administrator with the proceeds of
any single dividend together with all voluntary cash payments being
concurrently applied by the Administrator during the month in which the
purchase is made. See "DESCRIPTION OF THE PLAN - 8. WHAT WILL BE THE PRICE
OF THE STOCK?". The Plan does not constitute a guarantee of future
dividends, which will depend on earnings, financial requirements and other
factors.

DESCRIPTION OF THE PLAN

The Plan, approved by Wesbanco's Board of Directors, consists of the
following numbered questions and answers:

1. WHAT IS THE PURPOSE OF THE PLAN?

The purpose of the Plan is to provide holders of record of Wesbanco
Common Stock with a simple and convenient method of investing all or part of
their cash dividends and voluntary cash payments in additional Common Stock
without payment of any direct brokerage commission or service charge. The
Plan may purchase shares in the open market or may purchase treasury shares or
newly issued shares directly from the Corporation. Open market purchases may
either be made by the Administrator, or an independent unaffiliated agent of
the Corporation (the "agent") (See "6. WHAT ARE THE INVESTMENT OPTIONS?").

2. WHO ADMINISTERS THE PLAN?

Wesbanco Bank Wheeling, a wholly owned subsidiary of the Corporation
(the "Administrator"), administers the Plan for participants, makes purchases
of shares of Common Stock for the participants and handles all communications
concerning the Plan, and also performs all other administrative functions
such as record-keeping, preparation of statements of account for
participants, and other clerical duties. The Administrator may also appoint a
third-party agent to make purchases of shares of Common Stock on behalf of
the Plan. In accordance with each stockholder's authorization, the
Administrator will:

(a) Apply all or part of the cash dividends
on the shares of Wesbanco Common Stock held by the
participant, and on any shares acquired by the
participant under the Plan, to purchase shares of
Wesbanco Common Stock for such participant, and/or

<PAGE> 26

(b) Apply all voluntary cash payments of $10
to $5,000 per quarter received from the
participant, who is a holder of one or more shares
of Wesbanco Stock, together with cash dividends of
shares acquired for such participant under the
Plan, to the purchase of shares of Wesbanco Stock
for the participant's account.

(c) The number of shares that will be
purchased for a participant's account will depend
on the amount of any dividend, voluntary cash
payments, if any, and the applicable purchase price
of the Common Stock. Your account will be credited
with the number of shares (including any fractional
share computed to three decimal places) that
results from dividing the amount of your dividends
and voluntary cash payments by the weighted average
price of the shares purchased for all participants.
The amount of your dividends for purposes of this
computation will include cash dividends payable on
all shares which you have elected to have
participate in the plan, and shares in your plan
account.

The Administrator shall not be liable under the Plan for any act done in
good faith or for any good faith omission to act including, without
limitation, any claims for liability (1) arising out of failure to terminate
a participant's participation in the Plan upon the participant's death prior
to receipt of notice in writing of such death, and (2) with respect to the
prices at which shares are purchased for participant accounts, and the time
when such purchases are made. All correspondence regarding the Plan should
refer to Wesbanco, and be addressed to Wesbanco Dividend Reinvestment Plan,
c/o Wesbanco Bank Wheeling, One Bank Plaza, Wheeling, WV, 26003.

3. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?

Any holder of record of Wesbanco Common Stock is eligible to participate
in the Plan. Beneficial owners of stock whose shares are held in registered
names other than their own, such as trustees, bank nominees, or brokers, must
arrange for the holder of record to participate in the Plan or have the shares
transferred to their own name before enrolling in the Plan. The Corporation
reserves the right to exclude participation by shareholders who reside in
jurisdictions, other than West Virginia, having laws or regulations that
impose conditions that the Corporation finds unacceptable to its making the
Plan available in such jurisdictions or who fail to provide documentation
acceptable to the Corporation of their state or country (if other than the
United Sates) of residence. Consequently, the Plan may not be available to
shareholders who live in some states other than West Virginia or in countries
other than the United States. A holder of record who wishes to participate
in the Plan must certify the holder's state or country (if other than the
United States) of residence in the Authorization Form and undertake to notify
the Agent if such state or country of residence changes. Upon receipt of the
Authorization Form, the Agent will notify the holder of record within a
reasonable time if the Plan is not available in the state or country where
the holder resides.

4. WHEN MAY, AND HOW DOES, AN ELIGIBLE STOCKHOLDER
PARTICIPATE?

Any eligible stockholder may join the Plan at any time by completing the
Authorization Form and returning it to Wesbanco Bank Wheeling.

2
<PAGE> 27

5. WHEN WILL PURCHASES OF SHARES BE MADE?

The date on which dividends and voluntary cash payments will begin to be
invested (the "Investment Date") will be the payment date of the quarterly
dividend of Wesbanco. Dividend payment dates for Wesbanco Common Stock are
expected to be the 1st day of each January, April, July and October.

For the purpose of making purchases, the Administrator will commingle
each participant's funds with those of other holders of Wesbanco Common Stock
who are participants in the Plan. The Administrator will make every effort
to invest dividends and voluntary cash payments promptly, beginning on each
Investment Date and in no event later than thirty (30) days from such date,
except where necessary under any applicable federal securities laws. No
interest will be paid on funds held by the Administrator prior to investment.
All voluntary cash payments (as above limited) shall be invested within
thirty (30) days of such date or returned to the participant if insufficient
stock is available.

Any voluntary cash payment will be refunded if the participant's written
request for a refund is received by the Administrator not less than 48 hours
before the next succeeding Investment Date.

Authorization Forms for the reinvestment of dividends received by the
Administrator on or prior to the record date for a dividend payment will
cause dividends to begin to be reinvested with that dividend payment.

6. WHAT ARE THE INVESTMENT OPTIONS?

The Authorization Form provides for the purchase of additional Common
Stock through the following investment options:

OPTION 1. Reinvest dividends on all of the
shares of Wesbanco Common Stock registered in
shareholder's name.

OPTION 2. Reinvest dividends on part of the
shares of Wesbanco Common Stock registered in
shareholder's name.

OPTION 3. Invest voluntary cash payments
participants may choose to make of not less than
$10 nor more than $5,000 per quarter.

Under all options, dividends on all shares credited to the participant's
account and held by the Plan Administrator shall be automatically reinvested.

7. WHAT ARE THE LIMITS ON VOLUNTARY CASH PAYMENTS?

Voluntary cash payments are limited to a minimum of $10 and a maximum of
$5,000 per quarter. No interest will be paid on voluntary cash payments held
by the Administrator prior to their investment. No such payments may be made
prior to the record date of the next quarterly dividend, nor subsequent to the
payment date for such quarterly dividend.

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<PAGE> 28

8. WHAT WILL BE THE PRICE OF THE STOCK?

Shares of Wesbanco Common Stock may be purchased in the over-the-counter
market or by negotiated transactions, and may be subject to such terms and
conditions with respect to price, delivery, etc., as the Administrator may
require. Neither Wesbanco nor any shareholder shall have any authority or
power to direct the time or price at which shares may be purchased, or the
selection of the broker or dealer through or from whom purchases are to be
made. The price per share purchased for each participant's account in any
month shall be the weighted average price of all such shares purchased that
month, computed to three decimal places. Open market purchases may be made
on such terms as to price, delivery or otherwise as the Administrator or, if
any agent has been appointed by the Administrator, the agent may determine.
See Question "20. WHAT IS THE TAX STATUS OF REINVESTED CASH DIVIDENDS AND
SHARES OF STOCK ACQUIRED THROUGH THE PLAN?".

9. HOW MANY SHARES OF COMMON STOCK WILL BE CREDITED TO PARTICIPANTS?

Each participant's account will be credited with that number of shares
of Common Stock equal to the amounts to be invested on behalf of the
participant divided by the applicable purchase price computed to three
decimal places. In the case of foreign shareholders, and those shareholders
subject to backup withholding, any amounts required to be withheld for tax
purposes will be deducted prior to reinvestment.

10. ARE THERE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS IN
THE PLAN?

A participant will incur no brokerage commissions or service charges for
purchases made under the Plan. Certain charges as described in the answer to
Question 13 may be incurred upon withdrawal from the Plan or upon termination
of the Plan.

11. WILL CERTIFICATES BE ISSUED FOR COMMON STOCK PURCHASED?

Common Stock purchased under the Plan will be held by the Administrator
and registered in the name of the nominee of the Administrator as agent for
participants in the Plan. Certificates for shares of such stock will not be
issued to participants unless and until requested. The number of shares
credited to an account under the Plan will be shown on the participant's
periodic statement of account. Neither the Administrator nor its nominee
will have any responsibility for the value per share of the stock after it
is purchased.

Certificates for any number of whole shares credited to an account under
the Plan will be issued without charge to a participant after receipt of a
written request from a participant who wishes to remain in the Plan. This
request should be mailed to the Plan Administrator. Any remaining shares
will continue to be credited to the participant's account. Certificates for
fractional shares will not be issued under any circumstances. Participants
may also deposit Wesbanco Common Stock certificates registered in their names
for credit as Common Stock held in their account under the Plan ("credited").
There is no charge for such deposits. Because you bear the risk of loss in
sending stock certificates to the Administrator, it is recommended that
your certificates be sent by registered mail, return receipt requested, and
properly insured. Certificates should not be endorsed. Whenever

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<PAGE> 29

certificates are issued to you either upon your request or upon termination
of your participation, new differently numbered certificates will be issued.

When a certificate is issued by the Administrator in the name of a
participant in the Plan, the automatic dividend reinvestment feature of the
Plan with respect to the shares of Common Stock represented by such
certificates will continue only if the reinvestment of dividends on all
shares has been elected on the Authorization Form or if the participant
authorizes the reinvestment of the dividends on the shares represented by that
certificate by submitting a new Authorization Form.

Shares credited to the account of a participant under the Plan may not
be pledged. A participant who wishes to pledge such shares must request
that certificates for such shares be issued in the participant's name.

Certificates for fractions of shares will not be issued under any
circumstances. In the event a participant elects to terminate participation
in the Plan, any fractional share will be distributed through a cash payment
based on the closing price of the Company's stock reported by the Nasdaq
Stock Market for the business day next following the day the withdrawal
request is received.

12. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED TO PARTICIPANTS?

Accounts under the Plan are maintained in the names in which
certificates of the Participants were registered at the time they entered
the Plan. Consequently, certificates for shares of Common Stock will be
similarly registered when issued to participants.

13. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?

A participant may withdraw from the Plan at any time by notifying the
Plan Administrator in writing. To be effective on any given dividend payment
date, the notice must be received by the Plan Administrator before the record
date for that payment. In the event of withdrawal, or in the event of
termination of the Plan, certificates for whole shares of Common Stock
credited to a participant's account under the Plan will be delivered to the
participant. Any fractional share credited to the participant's account will
be distributed by the Administrator through a cash payment based on the
closing price of the Company's Common Stock reported by the Nasdaq Stock
Market for the business day next following the day the withdrawal request is
received.

Alternatively, a participant may request the Administrator to sell all
shares, or part of the shares credited to the participant's account under the
Plan. In that case, the sale will be made as promptly as practicable after
receipt by the Administrator of the request. If a participant elects to sell
all full shares credited to the participant's account, any remaining
fractional shares will automatically be distributed as an additional cash
payment as above described. The participant will receive the proceeds of the
sale less any related brokerage commissions, and deductions for backup
withholding, if applicable.

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<PAGE> 30

14. WHAT HAPPENS WHEN A PORTION OF A PARTICIPANT'S STOCK IS SOLD OR
TRANSFERRED?

If a participant disposes of a part of Wesbanco Common Stock registered
in participant's name, dividends on the remaining shares, to the extent
authorized, including all shares credited under the Plan, will continue to be
reinvested.

15. WHAT HAPPENS IF WESBANCO ISSUES A STOCK DIVIDEND, DECLARES A STOCK
SPLIT, OR HAS A RIGHTS OFFERING?

Any shares of Common Stock distributed by Wesbanco as a stock dividend
on shares of Wesbanco Common Stock credited to an account under the Plan, or
upon any split of such stock, will be credited to the account. Stock
dividends or splits distributed on all other shares held by a participant and
registered in a participant's own name will be mailed directly to the
participant. In the event that Wesbanco makes available to its holders of
Common Stock rights to subscribe to additional shares, debentures, or other
securities, the shares credited to an account under the Plan will be added to
other shares held by the participant in calculating the number of rights to
be issued to such participant.

16. HOW WILL A PARTICIPANT'S STOCK BE VOTED AT MEETINGS OF SHAREHOLDERS?

Each participant will have the sole right to vote shares purchased for
such participant which are held by the Administrator under the Plan on the
record date for a vote. Participants under the Plan who are registered
holders of Wesbanco Common Stock will receive only one proxy which will
include any shares credited to an account under the Plan.

17. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?

A statement describing any dividends invested, the number of shares of
Common Stock purchased, the price per share, and the total shares of Common
Stock accumulated under the Plan will be mailed to each participant by the
Plan Administrator as soon as practicable after completion of each investment
for a participant's account. Dividends paid on the accumulated shares,
and fees and brokerage commissions paid on each participant's behalf by
Wesbanco, will be included in the Form 1099 DIV information return to the
Internal Revenue Service. A separate Form 1099 DIV will be sent for each
class of stock covered in the Plan. Presently, only Wesbanco Common Stock is
covered by the Plan.

In addition, each participant will receive a copy of each communication
sent generally to holders of Common Stock.

18. WHO INTERPRETS AND REGULATES THE PLAN?

The Administrator, Wesbanco Bank Wheeling, interprets the Plan. The
terms, conditions, and operations of the Plan are governed by the laws of the
State of West Virginia.

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<PAGE> 31

19. MAY THE PLAN BE MODIFIED OR TERMINATED?

The Administrator and Wesbanco may agree from time to time to amendments
and modifications of the Plan.

The Administrator, for whatever reason, at any time as it may determine
in its sole discretion, may terminate a participant's participation in the
Plan (and will terminate the Plan upon request by Wesbanco) after mailing a
notice of intention to terminate to the participant affected at the address
appearing on the Administrator's records. Upon termination, participants
will receive a check for the cash value of any fractional share and
certificates for the full shares of Common Stock in the participant's account
unless the sale of all or part of such shares is requested by the
participant. Such sale will be made as set forth in answer to Question 13
with respect to withdrawal from the Plan.

20. WHAT IS THE TAX STATUS OF REINVESTED CASH DIVIDENDS AND SHARES OF STOCK
ACQUIRED THROUGH THE PLAN?

ACQUISITION OF COMMON STOCK UNDER THE PLAN:
-------------------------------------------
For FederalIncome Tax purposes, participants who have their cash dividends
reinvested in Common Stock under the Plan will be treated the same as
nonparticipants with respect to dividends on their shares. Participants will
be treated as having received on each dividend payment date, the full amount
of the cash dividends for that dividend payment date, even though the
dividends are not actually received in cash but instead are applied to the
purchase of shares for their accounts.

Each participant's tax basis in the shares of Common Stock purchased
will be equal to the amount of the cash dividends applied to the purchases of
such shares.

The Internal Revenue Service has ruled that brokerage commissions and
service charges paid by a corporation on a participant's behalf in connection
with stock purchased in the open market, as under this Plan, will be treated
as distributions subject to Federal Income Tax in the same manner as dividends.
However, these rulings further provide that the amount paid to cover service
charges may be deductible by a participant who itemizes deductions on his
Federal Income Tax return and the amount paid for brokerage commissions will
be added to a participant's tax basis for the shares purchased.

DISPOSITIONS OF COMMON STOCK UNDER THE PLAN:
-------------------------------------------
No taxable income will be realized upon a participant's receipt of
certificates for whole shares of Common Stock acquired under the Plan. Gain
or loss may be recognized by a participant when shares are sold or otherwise
disposed of in a taxable exchange, whether by the Administrator on behalf of
the participant, or by the participant upon withdrawal from or termination of
the Plan. The amount of such gain or loss will be the difference between
the amount the participant receives for the shares and his tax basis in such
shares. A participant must also recognize gain or loss upon receipt of a
cash payment for a fractional share equivalent credited to the participant's
account upon termination of participation in, or termination of, the Plan.
The amount of gain or loss will be the difference between the amount that the
participant received for the fractional share equivalent, and the tax basis
thereof.

Participants are advised to consult with their own tax advisers to
determine the particular tax consequences that may result from their
participation in the Plan and the subsequent sale or other disposition of
Common Stock acquired under the Plan. Participants should also consult their
own tax advisers to determine the effect of state, local and foreign tax laws on
their participation in the Plan.

<PAGE> 32

WESBANCO, INC.
WHEELING, WEST VIRGINIA 26003
PROXY
ANNUAL MEETING OF STOCKHOLDERS
APRIL 17, 1996

[MAILING LABEL] [LOGO]

The undersigned hereby constitutes and appoints Carter W. Strauss,
Thomas L. Thomas and John A. Welty, or any one of them, attorneys and
proxies, with full power of substitution, to represent the undersigned at the
annual meeting of the stockholders of Wesbanco, Inc., to be held at the
McLure House Hotel, 1200 Market Street, Wheeling, West Virginia, 26003, on
Wednesday, April 17, 1996, at 4:00 p.m., and at any adjournment or
adjournments thereof, with full powers then possessed by the undersigned, and
to vote, at that meeting, or any adjournment or adjournments thereof, all
shares of stock which the undersigned would be entitled to vote if personally
present, as follows:

(1) For the election to the Board of Directors, except as otherwise
specified below, of the following nominees, or any one or more of them:

John W. Kepner Joan C. Stamp
Frank R. Kerekes Robert H. Martin
Melvin C. Snyder, Jr. John A. Welty

with full authority to cumulate the votes represented by such shares and to
distribute the same among the nominees in such manner and number as said
attorneys and proxies, in their discretion, may determine.

(2) To consider and act upon a proposed amendment to the Corporation's
Dividend Reinvestment and Stock Purchase Plan to authorize the purchase of
treasury stock or authorized but unissued shares of common stock from the
Corporation in addition to open market purchases.

FOR_______ AGAINST_______ ABSTAIN ________

(3) In accordance with the judgment of the said attorneys and proxies
upon such other matters as may be presented for consideration and action.

_______________________________(SEAL)

_______________________________(SEAL)
___________________, 1996.

(Please sign exactly as your name(s) appears hereon. When signing as
Attorney, Executor, Administrator, Trustee, Guardian, etc., give full title
as such. If you are signing for someone else, you must send documentation
with this Proxy, certifying your authority to sign. If stock is jointly
owned, each joint owner should sign.)

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
CORPORATION. AUTHORITY TO VOTE FOR THE ELECTION OF ANY OF THE NOMINEES
LISTED ABOVE MAY BE WITHHELD BY LINING THROUGH OR OTHERWISE STRIKING
OUT THE NAME OF SUCH NOMINEE.