WESBANCO INC, PRE 14A, 1996-03-04

WESBANCO INC
PRE 14A, 1996-03-04
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:

[ x ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(E)(2))
[ ] 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):

[ x ] $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.
[ ] $500 per each party to the controversy pursuant to 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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<PAGE> 2

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 _____, 1996

<PAGE> 3

PROXY STATEMENT
OF
WESBANCO, INC.
Bank Plaza
Wheeling, WV 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 ____, 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 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.

<PAGE> 5

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
-----------------

Name &
Address of Amount & 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.

4
<PAGE> 7

(2) Principal occupation during the past five years.

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.

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. 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.

10
<PAGE> 13

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 & 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.

12
<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
-----------------------------------------------------------

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
</TABLE>

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.

14
<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 increases
granted to other employees in the corporation and the salary structure of
peer group banks.

15
<PAGE> 18

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 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.

16
<PAGE> 19

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.

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:

17
<PAGE> 20

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 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.

18
<PAGE> 21

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, 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, 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 concerning the interim and year-end
audits, and the reports of the Internal Auditor concerning the results of the
examinations and 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.

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.

19
<PAGE> 22

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
(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.

20
<PAGE> 23

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 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 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.

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,

/s/ James C. Gardill

Chairman of the Board

Wheeling, West Virginia
March , 1996.

<PAGE> 24

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:

1
<PAGE> 23

(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

(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.

2
<PAGE> 24

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.

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.

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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.

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.

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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 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.

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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.

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.

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

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 Federal Income 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.

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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> 29

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

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)

___________________, 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.