<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>ex4_6.txt
<DESCRIPTION>EXHIBIT 4.6, AMENDMENT NO. 1
<TEXT>
                                                                     Exhibit 4.6

                                 AMENDMENT NO. 1

                              WESBANCO, INC. KSOP
                         EMPLOYEE STOCK OWNERSHIP PLAN
                            AS AMENDED AND RESTATED
                           EFFECTIVE JANUARY 1, 2006

WHEREAS,  Wesbanco, Inc. (hereinafter referred to as the "Employer") established
the Wesbanco,  Inc. Employer Stock Ownership Plan,  effective December 31, 1986,
which was subsequently  amended and restated most recently  effective January 1,
2006 (hereinafter referred to as the "Plan"); and

WHEREAS,  Section  12.6 of the Plan  reserves the right to the Employer to amend
the Plan; and

WHEREAS, the Employer now deems it necessary to amend the Plan; and

NOW, THEREFORE, IT IS HEREBY RESOLVED that the Plan is hereby amended, effective
January 1,2007, unless otherwise specifically provided, as follows:

I.   Effective  January 1, 2007,  the Table of  Contents  has been  replaced  to
     reflect the amendments contained in this Plan.

II.  The plan is hereby  amended,  effective  January 1, 2007,  by replacing the
     following pages as attached hereto.

<PAGE>

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed by its
duly authorized  officer,  effective as set forth herein,  this 16th day of May,
2007.

                                               WESBANCO, INC.

                                                BY: /s/ Paul M. Limbert
                                                    ----------------------------

                                                Title: President
                                                       -------------------------

Assets:  /s/ Linda Woodfin
         --------------------------


<PAGE>


                                   Article 2

                                  Definitions

     The following words and phrases,  when used herein, shall have the meanings
set forth below unless otherwise clearly required by the context:

     Section 2.1. Act. The Employee  Retirement  Income Security Act of 1974, as
amended, or as it may be amended from time to time.

     Section 2.2.  Adjustment  Date.  Each day that  securities  are traded on a
national stock exchange.

     Section 2.3. Beneficiary. The person or persons designated by a Participant
or Inactive Participant to receive the balance of his account, if any, after his
death.

     Section 2.4. Board. The Board of Directors of WesBanco, Inc.

     Section 2.5. Break in Service. The failure of a former Employee to complete
more than 500 Hours of Service during a Plan Year. Such break shall be effective
as of the last  day of the Plan  Year in which  such  event  occurs.  A Break in
Service  shall not result from a Leave of Absence;  provided,  that the Employee
returns to employment at the end of such Leave of Absence.

     Section  2.6.  Cash  Subaccount.  The balance  posted to the record of each
Participant,  Inactive  Participant  or  Beneficiary  consisting of any Employer
contributions,  Employee deferrals and rollover contributions made in cash, cash
dividends  which have been paid with respect to Employer Stock  allocated to his
accounts,  and  earnings  on  short  term  investments  deposited  in  his  Cash
Subaccount pending investment in Employer Stock.

     Section 2.7. Code. The Internal Revenue Code of 1986, as amended,  or as it
may be amended from time to time.

     Section  2.8.  Committee.  The  Administrative  Committee  as  described in
Article 11.

     Section 2.9. Compensation.  Except as provided in Section 10.7 of the Plan,
Compensation  shall mean  compensation as that term is defined in Section 9.4 of
the Plan.

     In  addition to other  applicable  limitations  set forth in the Plan,  and
notwithstanding  any other  provision  of the Plan to the  contrary,  the annual
Compensation of each Participant  taken into account in determining  allocations
for any Plan Year shall not exceed  $220,000,  as  adjusted  for  cost-of-living
increases in accordance  with Code Section  401(a)(17)(B).  Annual  Compensation
means compensation during the Plan Year or such other 12-month period over which
Compensation is otherwise determined


11/8/2006                            3       First Amendment Effective 1/1/2007

<PAGE>

under the Plan (the  determination  period).  The  cost-of-living  adjustment in
effect for a calendar year applies to annual  Compensation for the detetmination
period that begins with or within such calendar year. If a detetmination  period
consists  of  fewer  than 12  months,  the  annual  compensation  limit  will be
multiplied by a fraction,  the numerator of which is the number of months in the
detetmination period, and the denominator of which is 12.

     Solely for  purposes of Section 4.3,  Compensation  for the first Plan Year
during which an Employee participates shall include Compensation paid during the
entire Plan Year. For all other purposes under Article 4,  Compensation  for the
first year an Employee  participates  shall include  Compensation paid after his
Entry Date.

     Section 2.10. Cost  Subaccount.  The balance  posted to the record of each
Participant,  Inactive Participant or Beneficiary consisting of the average cost
of shares of Employer Stock purchased and allocated to his accounts.

     Section  2.11.  Date of  Employment.  The first  date on which an  Employee
completes an Hour of Service.

     Section 2.12. Date of Reemployment. The date on which an Employee completes
an Hour of Service following a termination or Break in Service.

     Section  2.13.  Employee.  Any person who is a common law  employee  of the
Employer.

     Section 2.14.  Employee Deferral Account.  The balance posted to the record
of each Participant,  Inactive Participant or Beneficiary consisting of elective
deferrals  of  the  Participant's   Compensation  and  adjustments  as  of  each
Adjustment  Date, less any payments  therefrom.  Each Employee  Deferral Account
shall include,  where  appropriate,  subaccounts that reflect  Employee-directed
investments if permitted in Section 9.2.

11/8/2006                            4        First Amendment Effective 1/1/2007

<PAGE>


                                   Article 7

                                    Vesting

     Section 7.1. Vesting.

     (a)  Each  Participant  shall have a fully vested  interest in his Employee
          Deferral Contribution Account,  Employer Matching Contribution Account
          and Employee Rollover Contribution Account at all times.

     (b)  Each  Participant  who was hired for the  first  time by the  Employer
          prior  to  January  1,  2007  shall be fully  vested  in his  Employer
          Discretionary  Contribution  Account upon  completion of five Years of
          Service, attainment of Normal Retirement Age, disability retirement or
          death,  and the Participant  shall not be fully vested in such account
          before any such event.  Prior to attaining  full vesting in accordance
          with the  preceding  sentence,  a  Participant  shall be vested in the
          applicable  percentage  of  his  Employer  Discretionary  Contribution
          Account as follows:

<TABLE>
                       <S>                          <C>
                Number of Years
                of Service                      Percentage
                ---------------                 ----------
                less than 2                         0%
                2                                  20%
                3                                  40%
                4                                  60%
                5                                 100%
</TABLE>



     (c)  Each  Participant  hired  for the  first  time by the  Employer  after
          December 31, 2006 shall be fully vested in his Employer  Discretionary
          Contribution   Account  upon  completion  of  six  Years  of  Service,
          attainment of Normal Retirement Age,  disability  retirement or death,
          and the  Participant  shall not be fully vested in such account before
          any such event. Prior to attaining full vesting in accordance with the
          preceding  sentence,  a Participant  shall be vested in the applicable
          percentage  of his  Employer  Discretionary  Contribution  Account  as
          follows:

<TABLE>
                       <S>                          <C>
                Number of Years
                of Service                      Percentage
                ---------------                 ----------
                less than 2                         0%
                2                                  20%
                3                                  40%
                4                                  60%
                5                                  80%
                6 or more                         100%
</TABLE>


5/16/2007                           27        First Amendment Effective 1/1/2007

<PAGE>



     Section 7.2. Amendment of Vesting Schedule.  No amendment to the Plan shall
have the effect of decreasing a Participant's vested percentage,  or eliminating
an optional form of  distribution,  as of the later of the date the amendment is
adopted or the date it becomes  effective.  If the vesting  schedule is amended,
each  Participant  with at least  three  Years of Service  may elect to have his
vested percentage determined under the Plan prior to amendment during the 60-day
period beginning on the latest of (a) the date the amendment is adopted, (b) the
date the amendment becomes effective,  or (c) the date the Participant  receives
notice of the amendment from the Plan Administrator.

     Section  7.3.  Forfeitures.   If  a  Participant's  Employer  Discretionary
Contribution  Account is not vested it will be  forfeited  as of the December 31
Adjustment  Date of the Plan  Year in which  the  Participant's  first  Break in
Service occurs.  The amount of any such forfeiture  shall be deducted first from
the  Participant's  Cash  Subaccount,   and  then  from  his  Number  of  Shares
Subaccount.  All forfeitures shall be reallocated to the Employer  Discretionary
Contribution  Accounts of the remaining  Participants as of such Adjustment Date
as provided in Section 4.3. If the  Participant  returns to employment  with the
Employer  before  incurring five  consecutive  Breaks in Service,  his forfeited
account shall be restored.

     Section 7.4. Vesting Upon Reemployment.  If a Participant,  who at the time
of a Break in Service had any vested  interest  under the Plan,  is  reemployed,
such  Participant's  Years of Service shall include all Years of Service  before
and after the Break in Service. If a Participant,  who at the time of a Break in
Service had no vested interest under the Plan, is reemployed, such Participant's
Years  of  Service  before  the  Break  in  Service  shall  be  excluded  if the
Participant's number of consecutive Breaks in Service equals or exceeds five.



5/16/2007                          27a        First Amendment Effective 1/1/2007

<PAGE>


used to purchase units or shares and added to such Participant's  accounts. When
any  distribution,  withdrawal  or transfer  among Funds is charged  against the
accounts of a  Participant,  Inactive  Participant  or Beneficiary in accordance
with the terms of the Plan,  the number of units or shares equal in value to the
amount paid from such accounts shall be deducted from the  outstanding  units or
shares.

     Section 9.4. Limitation on Annual Additions.  Notwithstanding the foregoing
and except as provided in Section 4.1 and Code Section 414(v),  annual additions
to each Participant's accounts under all defined contribution plans sponsored by
the Employer and any Related  Employer for any Limitation  Year shall not exceed
the lesser of  $45,000 or 100  percent  of the  Participant's  Compensation  (as
defined  below)  for such  Limitation  Year;  provided,  that,  if no more  than
one-third of the Employer  discretionary  contributions for a Plan Year that are
deductible  under Code Section  404(a)(9)  are  allocated to Highly  Compensated
Employees, such limits shall not apply to forfeitures of Employer Stock acquired
with the  proceeds of a loan  pursuant  to Article 16 or Employer  discretionary
contributions  that are deductible  under Code Section  404(a)(9)(B) and charged
against a Participant's account.

     Compensation,  for purposes of this Section 9.4, shall mean a Participant's
earned income, wages,  salaries,  and fees for professional  services, and other
amounts  received  (without  regard to whether or not an amount is paid in cash)
for personal  services  actually  rendered in the course of employment  with the
Employer  to the  extent  that  the  amounts  are  includable  in  gross  income
(including,  but not limited to,  commissions  paid salesmen,  compensation  for
services on the basis of a  percentage  of  profits,  commissions  on  insurance
premiums,   tips,   bonuses,   fringe  benefits,   reimbursements   and  expense
allowances), and excluding the following:

     (a)  Employer  contributions to a plan of deferred  compensation  which are
          not  included in the  Employee's  gross income for the taxable year in
          which  contributed  or  Employer   contributions  under  a  simplified
          employee pension plan to the extent such  contributions are deductible
          by  the  Employee,  or any  distributions  from  a  plan  of  deferred
          compensation;

     (b)  Amounts realized from the exercise of a nonqualified  stock option, or
          when  restricted  stock  (or  property)  held by the  Employee  either
          becomes freely  transferable  or is no longer subject to a substantial
          risk of forfeiture;

     (c)  Amounts realized from the sale, exchange or other disposition of stock
          acquired under a qualified stock option; and

     (d)  Other amounts which received  special tax benefits,  or  contributions
          made  by  the  Employer  (whether  or not  under  a  salary  reduction
          agreement)  towards  the  purchase  of an  annuity  described  in Code
          Section  403(b)  (whether or not the amounts are  actually  excludable
          from the gross income of the Employee).

     For  Limitation  Years  beginning  after December 31, 1997, for purposes of
applying the  limitations of this Section,  Compensation  paid or made available
during such Limitation  Year shall include any elective  deferral (as defined in
Code Section 402(g)3)), and any amount which is contributed or deferred


5/16/2007                          35a

<PAGE>


by the Employer at the election of the Employee and which is not  includible  in
the gross income of the employee by reason of Code Sections 125, 132(f), or 457.

     Compensation for any Limitation Year is the  Compensation  actually paid or
includable in gross income during such year.

     Annual  additions  shall  mean the  aggregate  of  Employer  contributions,
Employee deferrals,  forfeitures and the Participant's  voluntary  contributions
allocated to each Participant's accounts during the Limitation Year in question.
Annual additions shall also include amounts allocated,  after March 31, 1984, to
an individual medical account,  as defined in Code Section  415(1)(2),  which is
part of a pension or annuity plan maintained by the Employer and amounts derived
from  contributions  paid or accrued  after  December 31, 1985, in taxable years
ending  after such  date,  which are  attributable  to  post-retirement  medical
benefits  allocated to the separate  account of a "key  employee," as defined in
Code  Section  419A(d)(3),  under a welfare  benefit  fund,  as  defined in Code
Section 419(e), maintained by the Employer.

     If, due to reasonable  error in estimating  Compensation or determining the
amount of deferrals that could be made for a Participant,  the annual  additions
made to the Plan on behalf of any Participant  exceed the maximum,  the Employer
shall treat the excess amount of such annual additions as follows:

     (a)  So much of the  Participant's  deferrals  (and earnings  thereon) that
          cause  the  Participant's   accounts  to  exceed  the  maximum  annual
          additions shall be returned to the Participant,  and the corresponding
          Employer  matching  contributions  shall  be  held  unallocated  in  a
          suspense  account for the Limitation Year and reallocated as described
          below.

     (b)  Any  excess  amounts  in  the  Participant's   Employer  Discretionary
          Contribution Account and Employer Matching  Contribution Account shall
          be treated as a forfeiture and shall be held in a suspense account for
          the  Limitation  Year and shall be allocated  and  reallocated  to the
          Participants'  accounts in the next succeeding  Limitation Year before
          any Employer contributions which would constitute annual additions may
          be made to the Plan for that  Limitation  Year.  Such  amounts must be
          used to reduce the Employer contributions in that Limitation Year (and
          succeeding Limitation Years, as necessary).

     (c)  Notwithstanding  any other  provision of the Plan,  the Employer shall
          not contribute any amount that would cause an allocation to a suspense
          account  as  of  the  date  the  contribution  is  allocated.  If  the
          contribution  is  made  prior  to the  date  as of  which  it is to be
          allocated,  then such  contribution  shall not  exceed an amount  that
          would  cause an  allocation  to the  suspense  account  if the date of
          contribution were an Adjustment Date.

     (d)  If a suspense  account is in existence at any time during a Limitation
          Year  pursuant  to  this  Section,  it  will  not  participate  in the
          allocation of Trust  investment  gains and losses  pursuant to Section
          9.3.

     The $45,000  maximum annual  addition shall be adjusted to reflect any cost
of living increases pursuant to Code Section 415(d).

5/16/2007                          35a

<PAGE>


     Contributions  do not fail to be annual  additions  merely because they are
excess deferrals,  or merely because such excess deferrals are corrected through
distribution or recharacterization.

     A Participant may not choose to defer an amount that would cause the annual
additions to the Plan alone to exceed the maximum allowed.

     Section 9.5. Loans to Participants

     (a) At the request of a Participant,  Inactive Participant,  or Beneficiary
to whom loans must be made available under Department of Labor Regulations,  the
Committee,  in its sole  discretion,  may lend such  individual an amount which,
when added to the  individual's  outstanding  loans from this Plan and any other
plan maintained by this Employer or a Related Employer,  is not in excess of the
lesser of:

          (1)  $50,000, reduced by the excess (if any) of:

               (A)  The  highest  outstanding  balance  of  loans  from the Plan
                    during the one-year period ending on the day before the date
                    on which such loan was made, over

               (B)  The  outstanding  balance of loans from the Plan on the date
                    on which such loan was made, or

          (2)  Fifty percent of his vested  interest in his account  balances as
               of the Adjustment Date  coinciding with or immediately  preceding
               the date of the loan.

In no event,  however,  shall a loan be made to an individual if the granting of
such loan would cause the Plan to violate the nondiscrimination  requirements of
Code Section  401(a)(4).  All  decisions by the  Committee on loan  applications
shall be made on a reasonably equivalent,  uniform and nondiscriminatory  basis.
However,  the Committee may apply  different  terms and  conditions for eligible
borrowers  who are not actively  employed by the  Employer,  or for whom payroll
deduction  is not  available,  and the  Committee  may  change  the  terms of an
outstanding loan to the extent required by applicable law.

     (b)  All  loans  made  pursuant  to the  above  subsection  (a)  must be in
accordance with the following loan procedures:

          (1)  Responsible  Party.  The Committee  shall be responsible  for all
               loans made under the Plan. The Committee may, however,  establish
               a loan  committee to assist the  Committee in  administering  the
               loan program.

          (2)  Loan Application.  An application for a loan shall be made to the
               Committee's representative in a form approved by the Committee.

          (3)  Amount of Loan.  The  minimum  loan amount  shall be $1,000.  The
               maximum  loan amount  shall be  governed  by this  Section of the
               Plan.

          (4)  Interest  Rate.  Each loan shall bear  interest  at a  reasonable
               rate, based on the prime rate, established by the Committee as of
               the date the loan is made.  Such rate must be  commensurate  with
               the interest  rates charged by persons in the business of lending
               money for loans that would be made under similar circumstances.

5/16/2007                          35a

<PAGE>


          (5)  Term of Loan. Except as otherwise provided below, the term of any
               loan shall be set by mutual  agreement  between the Committee and
               the  borrower,  but such term shall in no event  exceed  five (5)
               years.  Notwithstanding  the above,  the term of any loan used to
               acquire a  principal  residence  of a  Participant  may  exceed 5
               years, but shall in no event exceed 10 years.

          (6)  Collateral.  Each loan  shall be made  against  collateral,  such
               collateral  being  the  assignment  of up to 50  percent  of the
               borrower's entire right,  title and vested interest in and to his
               Employee   Deferral  Account,   Employer  Matching   Contribution
               Account, and Employee Rollover  Contribution Account supported by
               the  borrower's  promissory  note  for the  amount  of the  loan,
               including  interest,  payable  to the order of the  Trustee.  For
               loans used to acquire a  principal  residence  of a  Participant,
               additional  collateral  in the  form of a  mortgage  against  the
               principal residence in question may be required.

          (7)  Loan  Repayment.  Repayment  of  loans  shall  be made  in  equal
               quarterly,   monthly,  semi-monthly  or  weekly  installments  by
               payroll  deduction,  cash,  or  both  as  specified  in the  loan
               agreement.  Substantially  level  amortization (with payments not
               less  frequently than quarterly) is required over the term of the
               loan.  A  borrower  who is on an  unpaid  leave of  absence  must
               continue to make loan repayments.

          (8)  Number of Loans. A borrower may have only one loan outstanding at
               any one time. A borrower may receive more than one loan per year,
               however,  the borrower  cannot receive a subsequent  loan earlier
               than three months after the most recent prior loan is satisfied.

          (9)  Effect on Plan Assets. In the event of a loan, the amount of such
               loan  shall be  removed  first  from the  Participant's  Employee
               Deferral Account then from his Employer Matching Contribution and
               Employee  Rollover  Contribution  Account  and  transferred  to a
               special  loan  account  in the name of the  borrower.  As of each
               Adjustment  Date  following  the making of the loan and until the
               loan is repaid,  all  payments on the loan,  including  interest,
               shall be reallocated from the  Participant's  loan account to the
               accounts specified in the preceding sentence in the same order of
               removal in accordance with the borrower's  investment election in
               effect at that time.

          (10) Default.  In the event payments of principal and interest are not
               made on a timely basis, the Committee may either call the loan in
               full or charge a late  penalty fee at such rate as the  Committee
               shall  establish  from time to time. If a loan is called due to a
               default in payment of principal  and  interest,  the  outstanding
               balance  of the loan  plus  interest  will be  deducted  from the
               borrower's   loan  account  at  the  time  the  borrower  or  his
               Beneficiary receives a distribution from the Plan.

          (11) Loan  Acceleration.  All loans which a borrower  has  outstanding
               will be  immediately  due and payable if the borrower  terminates
               employment. At that time, the current outstanding balance of such
               loans,  including  interest,  will  be  deducted  from  his  loan
               account.

          (12) Loan  Origination  Fee.  Each  borrower  shall be assessed a loan
               origination  fee in such amount as the Committee  shall determine
               which shall be collected at the time the loan is made.

          (13) Modification of Loan  Procedures.  The Committee may from time to
               time add to, delete, or otherwise modify these loan procedures in
               such manner as the Committee deems appropriate.


5/16/2007                          35a


</TEXT>
</DOCUMENT>
