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<SEC-DOCUMENT>0000898431-09-000047.txt : 20090424
<SEC-HEADER>0000898431-09-000047.hdr.sgml : 20090424
<ACCEPTANCE-DATETIME>20090424154332
ACCESSION NUMBER:		0000898431-09-000047
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20090424
DATE AS OF CHANGE:		20090424
EFFECTIVENESS DATE:		20090424

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WESBANCO INC
		CENTRAL INDEX KEY:			0000203596
		STANDARD INDUSTRIAL CLASSIFICATION:	NATIONAL COMMERCIAL BANKS [6021]
		IRS NUMBER:				550571723
		STATE OF INCORPORATION:			WV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-158749
		FILM NUMBER:		09769772

	BUSINESS ADDRESS:	
		STREET 1:		1 BANK PLAZA
		CITY:			WHEELING
		STATE:			WV
		ZIP:			26003
		BUSINESS PHONE:		3042349000

	MAIL ADDRESS:	
		STREET 1:		ONE BANK PLZ
		CITY:			WHEELING
		STATE:			WV
		ZIP:			26003
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>forms8.txt
<DESCRIPTION>FORM S-8
<TEXT>
     As filed with the Securities and Exchange Commission on April 24, 2009
                                                          Registration No. 333-

- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 WESBANCO, INC.
             (Exact name of registrant as specified in its charter)

      West Virginia                                     55-0571723
(State or other jurisdiction of                       (IRS Employer
 incorporation or organization)                      Identification No.)
                                 One Bank Plaza
                          Wheeling, West Virginia 26003
                                 (304) 234-9000
       (Address, including zip code, and telephone number, including area
               code, of Registrant's principal executive offices)

                               WESBANCO, INC. KSOP
                            (Full title of the Plan)

                                 Paul M. Limbert
                      President and Chief Executive Officer
                                 WesBanco, Inc.
                                 One Bank Plaza
                          Wheeling, West Virginia 26003
                                 (304) 234-9000
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                                 Copies to:
James C. Gardill, Esq.                           Paul C. Cancilla, Esq.
Phillips, Gardill, Kaiser & Altmeyer, PLLC       K&L Gates LLP
61 Fourteenth Street                             Henry W. Oliver Building
Wheeling, WV 26003                               535 Smithfield Street
(304) 232-6810                                   Pittsburgh, PA 15222
                                                 (412) 355-6500


Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer or a smaller reporting company.  See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

<TABLE>
         <S>                          <C>                     <C>                        <C>

Large accelerated filer  / /   Accelerated filer |X|  Non-accelerated filer  / /   Smaller reporting
                                                     (Do not check if a smaller     company / /
                                                         reporting company)
</TABLE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
             <S>                      <C>          <C>             <C>                   <C>

- -------------------------------- ------------- --------------- --------------- --------------------------
                                                 Proposed        Proposed
           Title of                               maximum         maximum       Amount of registration
          securities              Amount to      offering        aggregate                fee
       to be registered               be         price per       offering
                                 registered(1)    share(2)        price(2)
- -------------------------------- ------------- --------------- --------------- --------------------------

Common Stock, $2.0833 par          750,000        $22.47         $16,852,500           $940.37
value per share

- -------------------------------- ------------- --------------- --------------- --------------------------
</TABLE>


(1) This amount  represents a 750,000 share  increase in the number of shares of
the  Registrant's  common stock,  $2.0833 par value per share  ("Common  Stock")
authorized for issuance under the WesBanco, Inc. KSOP. In addition to the shares
set forth in the table,  pursuant to Rule  416(a)  under the  Securities  Act of
1933, as amended ("Securities Act"), this registration  statement also covers an
indeterminable number of shares of Common Stock that may be issuable as a result
of stock splits, stock dividends and anti-dilution provisions.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457(h) and Rule 457(c)  under the  Securities  Act.  The fee is
calculated  on the  basis of the  average  of the high  and low  prices  for the
Registrant's  Common Stock  reported on the NASDAQ Global Select Market on April
21, 2009.


<PAGE>

                                TABLE OF CONTENTS

PART II
     Item 3.  Incorporation of Documents by Reference
     Item 5.  Interests of Named Experts and Counsel
     Item 8.  Exhibits
SIGNATURES
INDEX TO EXHIBITS
EX-5.1:  OPINION OF PHILLIPS, GARDILL, KAISER & ALTMEYER, PLLC
EX-23.1:  CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



                                      II-1
<PAGE>


                                EXPLANATORY NOTE

     This  Registration  Statement on Form S-8 is being filed by WesBanco,  Inc.
("WesBanco")  to register an  additional  750,000  shares of  WesBanco's  common
stock,  par value of $2.0833 per share,  issuable under the WesBanco,  Inc. KSOP
(the  "Plan").   Pursuant  to  General  Instruction  E  to  Form  S-8,  WesBanco
incorporates by reference into this  Registration  Statement the entire contents
of its earlier  Registration  Statements  on Form S-8,  File Nos.  333-06741 and
333-136179.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following  documents filed by WesBanco with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

     1.   WesBanco's  Annual Report on Form 10-K for the year ended December 31,
          2008, filed on March 11, 2009;

     2.   WesBanco's  Current  Reports  on Form 8-K filed on January  23,  2009,
          January 26, 2009, March 30, 2009 and April 15, 2009; and

     3.   The  description  of WesBanco's  common stock  contained in WesBanco's
          Registration  Statement on Form 8-A filed pursuant to Section 12(g) of
          the  Securities  Exchange Act of 1934, as amended,  on May 2, 1977, as
          amended on June 10, 1977.

     All other  documents  filed by  WesBanco  with the  Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended,  subsequent to the date of this registration statement and prior to the
filing  of a  post-effective  amendment  which  indicates  that  all  securities
registered  hereby  have  been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be part  hereof  from the date of filing of such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  registration  statement  to the extent  that a statement
contained  herein or in any other  subsequently  filed  document  which  also is
incorporated  or deemed to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration  statement.  Pursuant  to General  Instruction  B of Form 8-K,  any
information  submitted  under Item 2.02,  Results of  Operations  and  Financial
Condition, or Item 7.01, Regulation FD Disclosure,  of Form 8-K is not deemed to
be "filed" for the  purpose of Section 18 of the  Exchange  Act,  and we are not
subject to the  liabilities of Section 18 with respect to information  submitted
under Item 2.02 or Item 7.01 of Form 8-K. We are not  incorporating by reference
any  information  submitted  under  Item  2.02 or Item 7.01 of Form 8-K into any
filing under the  Securities  Act or the Exchange Act or into this  Registration
Statement.

Item 5. Interests of Named Experts and Counsel

     James C.  Gardill,  Esq.,  a member in the law firm of  Phillips,  Gardill,
Kaiser &  Altmeyer,  PLLC whose legal  opinion  with  respect to the  securities
registered  hereunder  is filed as Exhibit  5.1 hereto,  is the  Chairman of the
Board of Directors of WesBanco.

Item 8.  Exhibits.

     WesBanco  has  submitted  the Plan to the  Internal  Revenue  Service  (the
"IRS").  WesBanco hereby undertakes to submit any amendments  thereto to the IRS
in a timely manner and has made or will make all changes  required by the IRS in
order to qualify the Plan under Section 401 of the Internal Revenue Code.


                                      II-2
<PAGE>


     The following  exhibits are filed herewith or  incorporated by reference as
part of this Registration Statement:

<TABLE>
   <S>                       <C>
Exhibit No.               Description


  4.1     Restated Articles of Incorporation of WesBanco,  Inc. (incorporated by
          reference to a Registration  Statement on Form S-4 under  Registration
          No. 333-03905 filed by the Registrant with the Securities and Exchange
          Commission on May 16, 1996).

  4.2     Articles of Amendment to the Articles of  Incorporation  of WesBanco,
          Inc.  (incorporated  by reference to Form 10-Q filed by the Registrant
          with the Securities and Exchange Commission on May 15, 1998).

  4.3     Bylaws of WesBanco,  Inc. (as amended on April 26, 2007) (incorporated
          by reference to the Current Report on Form 8-K filed by the Registrant
          with the Securities and Exchange Commission on April 27, 2007).

  4.4     Certificate  of  Designations  for  Fixed  Rate  Cumulative  Perpetual
          Preferred Stock, Series A of WesBanco, Inc. (incorporated by reference
          to the Current  Report on Form 8-K filed by  WesBanco,  Inc.  with the
          Securities and Exchange Commission on December 8, 2008).

  4.5     Amended and Restated WesBanco, Inc. KSOP (incorporated by reference to
          Exhibit 10.16 to the  Registrant's  Form 10-K filed by the  Registrant
          with the Securities and Exchange Commission on March 10, 2006).

  4.6     Amendment No. 1 to WesBanco, Inc. KSOP (filed herewith).

  4.7     Second Amendment to the WesBanco, Inc. KSOP (filed herewith).

  4.8     Third Amendment to the WesBanco, Inc. KSOP (filed herewith).

  5.1     Opinion of Phillips,  Gardill, Kaiser & Altmeyer,  PLLC, regarding the
          legality of the shares being registered hereunder (filed herewith).

 23.1     Consent of Ernst & Young LLP (filed herewith).

 23.2     Consent of Phillips, Gardill, Kaiser & Altmeyer, PLLC (included in the
          Opinion filed as Exhibit 5.1).

 24.1     Power  of  Attorney  (set  forth  on  the   signature   page  of  this
          Registration Statement).
</TABLE>


                                      II-3
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Wheeling, State of West Virginia, on this 24th day of
April, 2009.

                                     WESBANCO, INC.

                                     By: /s/ Paul M. Limbert
                                        ----------------------------------------
                                        Paul M. Limbert
                                        President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints Paul M. Limbert and Robert H. Young, and each of
them, his or her true and lawful attorneys-in-fact and agent, with full power of
substitution  and  resubstitution,  for him or her and in his or her name, place
and stead,  in any and all  capacities,  to sign any and all  amendments to this
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other  documentation in connection  therewith,  with the Securities and Exchange
Commission,  granting unto said attorneys-in-fact and agents with full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in or about the premises,  as fully to all intents and purposes as he
or she might or could do in person,  hereby  ratifying and  confirming  all that
said  attorneys-in-fact  and agents,  or their  substitute  or  substitutes  may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

<TABLE>
            <S>                            <C>                            <C>

          Signature                       Title                          Date
- ------------------------------    ----------------------         ----------------------

                                  President, Chief Executive      April 24, 2009
/s/ Paul M. Limbert               Officer and Director
- --------------------              (Principal Executive
Paul M. Limbert                   Officer)

                                   Executive Vice President       April 24, 2009
/s/ Robert H. Young                and Chief Financial Officer
- --------------------               (Principal Financial and
Robert H. Young                    Accounting Officer)

                                   Director
- ----------------------
James E. Altmeyer

                                   Director
- ----------------
Ray A. Byrd

/s/ R. Peterson Chalfant           Director                       April 24, 2009
- -------------------------
R. Peterson Chalfant

                                      II-4
<PAGE>


          Signature                       Title                          Date
- ------------------------------    ----------------------         ----------------------

/s/ Christopher V. Criss           Director                       April 24, 2009
- -------------------------
Christopher V. Criss

                                   Director
- -------------------------------
Robert M. D'Alessandri, MD

/s/ Abigail M. Feinknopf           Director                       April 24, 2009
- -------------------------
Abigail M. Feinknopf

/s/ John W. Fisher, II             Director                       April 24, 2009
- -----------------------
John W. Fisher, II

/s/ Ernest S. Fragale              Director                       April 24, 2009
- ----------------------
Ernest S. Fragale

/s/ James C. Gardill               Director                       April 24, 2009
- ---------------------
James C. Gardill

/s/ John D. Kidd                   Director                       April 24, 2009
- -----------------
John D. Kidd

/s/ Vaughn L. Kiger                Director                       April 24, 2009
- --------------------
Vaughn L. Kiger

/s/ Robert E. Kirkbride            Director                       April 24, 2009
- ------------------------
Robert E. Kirkbride

/s/ D. Bruce Knox                  Director                       April 24, 2009
- ------------------
D. Bruce Knox

/s/ Jay T. McCamic                 Director                       April 24, 2009
- -------------------
Jay T. McCamic

/s/ F. Eric Nelson, Jr.            Director                       April 24, 2009
- ------------------------
F. Eric Nelson, Jr.


                                      II-5
<PAGE>

          Signature                       Title                          Date
- ------------------------------    ----------------------         ----------------------

/s/ Henry L. Schulhoff             Director                       April 24, 2009
- -----------------------
Henry L. Schulhoff

/s/ Joan C. Stamp                  Director                       April 24, 2009
- ------------------
Joan C. Stamp

/s/ Neil S. Strawser               Director                       April 24, 2009
- ---------------------
Neil S. Strawser

/s/ Reed J. Tanner                 Director                       April 24, 2009
- -------------------
Reed J. Tanner

/s/ Donald P. Wood                 Director                       April 24, 2009
- -------------------
Donald P. Wood
</TABLE>


                                      II-6
<PAGE>



                                  EXHIBIT INDEX

<TABLE>
   <S>                           <C>
Exhibit No.                 Description

   4.1         Restated   Articles   of   Incorporation   of   WesBanco,    Inc.
               (Incorporated  by reference to a  Registration  Statement on Form
               S-4 under Registration No. 333-03905 filed by the Registrant with
               the Securities and Exchange Commission on May 16, 1996).

   4.2         Articles  of  Amendment  to  the  Articles  of  Incorporation  of
               WesBanco, Inc.  (Incorporated by reference to Form 10-Q filed by
               the Registrant with the Securities and Exchange Commission on May
               15, 1998).

   4.3         Bylaws  of  WesBanco,   Inc.  (as  amended  on  April  26,  2007)
               (incorporated  by  reference  to the  Current  Report on Form 8-K
               filed  by  the  Registrant   with  the  Securities  and  Exchange
               Commission on April 27, 2007).

   4.4         Certificate of Designations  for Fixed Rate Cumulative  Perpetual
               Preferred  Stock,  Series A of WesBanco,  Inc.  (incorporated  by
               reference  to the Current  Report on Form 8-K filed by  WesBanco,
               Inc. with the Securities  and Exchange  Commission on December 8,
               2008).

   4.5         Amended  and  Restated  WesBanco,   Inc.  KSOP  (Incorporated  by
               reference to Exhibit 10.16 to the Registrant's Form 10-K filed by
               the Registrant  with the  Securities  and Exchange  Commission on
               March 10, 2006).

   4.6         Amendment No. 1 to WesBanco, Inc. KSOP (filed herewith).

   4.7         Second Amendment to the WesBanco, Inc. KSOP (filed herewith).

   4.8         Third Amendment to the WesBanco, Inc. KSOP (filed herewith).

   5.1         Opinion of Phillips,  Gardill, Kaiser & Altmeyer, PLLC, regarding
               the  legality of the shares  being  registered  hereunder  (filed
               herewith).

  23.1         Consent of Ernst & Young LLP (filed herewith).

  23.2         Consent of Phillips,  Gardill,  Kaiser & Altmeyer, PLLC (included
               in the Opinion filed as Exhibit 5.1).

  24.1         Power  of  Attorney  (set  forth  on the  signature  page of this
               Registration Statement).
</TABLE>


                                      II-7
</TEXT>
</DOCUMENT>
<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>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>ex4_7.txt
<DESCRIPTION>EXHIBIT 4.7, SECOND AMENDMENT
<TEXT>
                                                                     Exhibit 4.7

                            SECOND AMENDMENT TO THE
                              WESBANCO, INC. KSOP

     Effective  January  1, 2006,  WesBanco,  Inc.,  amended  and  restated  the
WesBanco, Inc. KSOP ("Plan") for its Employees;

     WHEREAS, the Plan was amended effective January 1, 2008; and

     WHEREAS,  the Employer desires to further amend the Plan in order to change
the  definition  of  compensation  to comply with final  regulations  under Code
ss415, permit rollovers by nonspouse beneficiaries,  modify the loan provisions,
and to provide for the merger of the Oak Hill Financial,  Inc. 401(k) and Profit
Sharing Plan into the Plan.

     NOW, THEREFORE, said Plan is amended as follows:

     1.   Effective January 1, 2008, the Table of Contents and pages 16, 33, and
          35 are hereby  deleted and the  following  new Table of  Contents  and
          pages 16, 33, 33a, and 35 are substituted therefor.

     2.   Effective May 1,2008, new Article 18 (pages 62 and 63) is hereby added
          to the end thereof.

     IN WITNESS  WHEREOF,  this amendment to the WesBanco,  Inc. KSOP is, by the
authority of the Board of Directors of the  Employer,  executed on behalf of the
Employer, the 24th day of April, 2008.


                                        WesBanco, Inc.

                                        By /s/  Paul M. Limbert
                                           -------------------------------
                                                Its President & CEO

ATTEST:


/s/ Linda Woodfin
- -------------------------------
Assistant Secretary

<PAGE>




                               Table of Contents

WesBanco, Inc. KSOP                                                           1

Article 1 Preface                                                             1

Article 2 Definitions                                                         3

Article 3 Eligibility and Participation                                      10

Article 4 Contributions                                                      12

Article 5 Benefits                                                           22

Article 6 Death Benefits                                                     25

Article 7 Vesting                                                            27

Article 8 Distributions                                                      28

Article 9 Accounts                                                           31

Article 10 Top-Heavy Plan Provisions                                         36

Article 11 Administration By Committee                                       41

Article 12 Allocation of Responsibilities Among Named Fiduciaries,
Management of Funds and Amendment or Termination of Plan                     43

Article 13 Miscellaneous                                                     47

Article 14 Termination of Plan and Trust, Merger or Consolidation of Plan    48

Article 15 Claims Procedure                                                  49

Article 16 Provisions Regarding Employer Stock                               51

Article 17 Special Vesting Rules for Participant Accounts from
Merged Plans                                                                 59

Article 18 Merger of Oak Hill Financial, Inc. 401(k) and Profit
Sharing Plan                                                                 62

<PAGE>


spouse or former  spouse who is the alternate  payee under a qualified  domestic
relations order, as defined in Code Section 414(p), are distributees with regard
to the interest of the spouse or former spouse. Also, a distributee includes the
Participant's  non-spouse  designated  beneficiary.  In the case of a non-spouse
beneficiary,  the direct  rollover may only be made to an individual  retirement
account or annuity  described in Code Section  408(a) or (b) that is established
on behalf of the designated Beneficiary and that will be treated as an inherited
IRA pursuant to the provisions of Code Section 402(c)(11).

     Section 4.5. Return of Employee  Deferrals.  Each Participant  shall at all
times be fully  vested in the amount in his  Employee  Deferral  Account,  but a
Participant  or his  Beneficiary  shall be  entitled  to  payment  of the amount
credited to such account only upon the occurrence of an event  described in; and
in accordance with this Article 4 or Articles 5, 6, or 7.

     Section 4.6.  Adjustment of Deferrals.  For the Plan Year beginning January
1, 2006, in order to ensure that the Plan remains  qualified  under Code Section
401(k),  the Committee shall monitor the amount of Employee deferrals elected by
Participants and determine  whether they satisfy the Actual Deferral  Percentage
Test referred to in the next paragraph.  If necessary,  the Committee shall take
appropriate  action and may direct that the amount of Employee deferrals elected
by one or  more  Participants  shall  be  adjusted  so  that  the  Plan  remains
qualified;  provided,  that in  taking  such  action  the  Committee  shall  not
discriminate in favor of Highly Compensated Employees.

The Actual Deferral Percentage Test is satisfied only if:

     (a)  The Actual Deferral  Percentage for Eligible  Employees who are Highly
          Compensated  Employees is not more than the Actual Deferral Percentage
          for all other Eligible Employees for the Plan Year multiplied by 1.25,
          or

     (b)  The excess of the Actual  Deferral  Percentage for Eligible  Employees
          who  are  Highly  Compensated   Employees  over  the  Actual  Deferral
          Percentage for all other  Eligible  Employees for the Plan Year is not
          more than two percentage  points,  and the Actual Deferral  Percentage
          for Eligible  Employees  who are Highly  Compensated  Employees is not
          more  than the  Actual  Deferral  Percentage  for all  other  Eligible
          Employees for the Plan Year multiplied by 2.0.

For purposes of this Section  4.6, the  following  terms shall have the meanings
hereinafter set forth:

     (a)  The term "Eligible Employee" shall mean an Employee who is directly or
          indirectly  eligible to make an Employee deferral under the Plan for a
          Plan Year.

     (b)  The term "Actual Deferral  Percentage" shall mean, with respect to the
          group of Eligible Employees who are Highly  Compensated  Employees and
          with respect to the group of all other Eligible Employees, the average
          (expressed  as a  percentage)  of the  Actual  Deferral  Ratios of the
          Employees in each group.

     (c)  The term "Actual  Deferral Ratio" shall mean the ratio (expressed as a
          percentage) of the Employee  deferrals taken into account for purposes
          of this test  pursuant  to  Section  4.1 on  behalf  of each  Eligible
          Employee for the Plan Year, and Qualified Matching  Contributions,  if
          any,  to the  Eligible  Employee's  Compensation  for the  Plan  Year.
          However, if an Eligible Employee who is a Highly Compensated  Employee
          is eligible to make  Employee  deferrals  under two or more  qualified
          plans maintained by the Employer or a Related Employer, his

3/31/2008                          16        Second Amendment Effective 1/1/2008

<PAGE>


     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 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.

     For Limitation Years beginning on or after July 1, 2007, Compensation for a
Limitation  Year  shall  also  include  Compensation  paid by the later of 2 1/2
months after a Participant's  severance from employment with the Employer or the
end of the Limitation Year that includes the date of the Participant's severance
from employment, if:

     (a)  the  payment  is  regular   compensation   for  services   during  the
          Participant's  regular  working hours,  or  compensation  for services
          outside the  Participant's  regular working hours (such as overtime or
          shift  differential,  commissions,  bonuses or other similar payments,
          and, absent a severance from employment,  the payments would have been
          paid to the Participant while the Participant continued in employment,
          or

     (b)  the payment is for unused accrued bona fide sick,  vacation,  or other
          leave that the  Participant  would have been able to use if employment
          had continued, or

     (c)  the payment is received by the Participant  pursuant to a nonqualified
          unfunded  deferred  compensation  plan and would have been paid at the
          same  time  if  employment  had  continued,  but  only  to the  extent
          includible in gross income.

     Notwithstanding  the preceding  paragraph,  Compensation shall also include
payments  to an  individual  who does not  currently  perform  services  for the
Employer by reason of  qualified  military  service  (within the meaning of Code
Section  414(u)(1))  to the extent these  payments do not exceed the amounts the
individual  would have  received  if the  individual  had  continued  to perform
services for the Employer rather than entering qualified military service.

     Any payments not  described in the preceding  two  paragraphs  shall not be
considered  Compensation  for purposes of this  Article if paid after  severance
from employment with the Employer.

     Back pay, within the meaning of Section  1.415(c)-2(g)(8) of the Income Tax
Regulations,  shall be treated as Compensation  for the Limitation Year to which
the  back  pay  relates  to  the  extent  the  back  pay  represents  wages  and
compensation that would otherwise be included under this definition.

     Compensation  for any  Limitation  Year shall not include any amounts  that
exceed the compensation  limit under Code Section 401(a)(17) for that Limitation
Year.

11/8/2006                          33         First Amendment Effective 1/1/2007
3/25/2008                                    Second Amendment Effective 1/1/2008

<PAGE>


     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.

11/8/2006                          33a        First Amendment Effective 1/1/2007
3/25/2008                                    Second Amendment Effective 1/1/2008

<PAGE>




     (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)  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.

     (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

11/8/2006                          35         First Amendment Effective 1/1/2007
3/25/2008                                    Second Amendment Effective 1/1/2008

<PAGE>


                                   Article 18

              Merger of Oak Hill Financial, Inc. 401(k) and Profit

                                  Sharing Plan

Section 18.1. Plan Merger.  Effective May 1, 2008 (the "Merger Effective Date"),
the Oak Hill  Financial,  Inc.  401(k)  and Profit  Sharing  Plan (the "Oak Hill
401(k)  Plan") is merged  with and into this  Plan.  The Plan  shall,  as of the
Merger Effective Date, assume all obligations of the Oak Hill 40l(k) Plan and be
responsible  for  payment of all  vested  account  balances  under the terms and
provisions  of the Oak Hill  401(k)  Plan for (i)  participants  in the Oak Hill
401(k) Plan  immediately  prior to the Merger  Effective  Date,  and (ii) former
participants and  beneficiaries  with vested account balances under the Oak Hill
401(k) Plan immediately  prior to the Merger  Effective Date. Such  participants
and beneficiaries  shall, as of the Merger Effective Date,  automatically become
Participants  and  Beneficiaries  under this Plan.  The Plan shall  provide  for
payment of benefits with the assets  transferred to the Trust  accompanying  the
Plan as set forth in Section 18.2 herein.

Section  18.2.  Transfer of Plan Assets.  Effective  as of the Merger  Effective
Date,  the assets of the Oak Hill 401(k) Plan,  which are held by the trustee of
the trust  accompanying  the Oak Hill 401(k) Plan,  shall  become  assets of the
Plan,  and  shall be  transferred  to the  Trustee  as soon as  administratively
feasible following the Merger Effective Date, which such assets shall be held by
the Trustee under the provisions of the Plan and its accompanying  Trust for the
exclusive benefit of Participants and Beneficiaries  under the post-merger Plan,
as provided under the terms and provisions hereof.  Any unallocated  forfeitures
that are  transferred to the Plan from the Oak Hill 401(k) Plan shall be used to
reduce Employer contributions on behalf of any Participant in the Plan.

Section 18.3. Code Section 401(a)(12) Requirements.  As required by Code Section
401(a)(12),  each Participant  shall (as if the Plan then terminated)  receive a
benefit  immediately  after the merger and transfer  contemplated  under Section
18.2  above,  which is equal to or greater  than the  benefit he would have been
entitled to receive  immediately  before such  transfer and merger (as if either
the Oak Hill 401(k) Plan or the Plan had then terminated.)

Section 18.4.  Segregation of Transferred  Accounts.  Amounts transferred to the
Plan  pursuant  to Section  18.2 above shall be  segregated  and  accounted  for
separately for

3/25/2008                          62        Second Amendment Effective 1/1/2008

<PAGE>

recordkeeping   purposes.   Such  amounts   shall  be   maintained  in  separate
sub-accounts based on their original  contribution  source and shall be referred
to collectively as "Oak Hill 401(k) Plan Accounts." Except as otherwise provided
in this  Article,  these Oak Hill 401(k) Plan  Accounts  shall be treated in the
same  manner as all other  accounts  maintained  under the Plan.

Section  18.5.  Vesting.  For  purposes  of  Section  2.41  of  this  Plan,  all
Participants  who were  participants in the Oak Hill 401(k) Savings Plan,  shall
receive  credit  for  their  Years  of  Service  for  vesting  credited  to  the
Participant as of April 30, 2008, under the terms of the Oak Hill 401(k) Plan.

All Participants  who were  participants in the Oak Hill 401(k) Plan as of April
30,  2008,  shall be fully vested as of the Merger  Effective  Date in their Oak
Hill 401(k) Plan Accounts attributable to employer matching  contributions.  All
such  Participants  as of the Merger  Effective  Date  shall  have their  vested
interest  in their  Oak Hill  401(k)  Plan  Accounts  attributable  to  employer
discretionary  contributions  determined  in  accordance  with  Section  7.1(c).
However, a Participant who was a participant in the Oak Hill Plan and who incurs
a  disability  within the  meaning of section  2.21 of the Oak Hill  401(k) Plan
while  actively  employed by the Employer that would not  constitute a permanent
disability  within the meaning of Section 5.3 of this Plan shall be fully vested
in his Oak Hill  401(k) Plan  Account  attributable  to  employer  discretionary
contributions.

Notwithstanding the foregoing, a Participant's vested interest in his or her Oak
Hill 401(k) Plan Account  attributable to employer  discretionary  contributions
shall not be less at any time on or after May 1,  2008,  then his or her  vested
percentage  as of April 30, 2008 as  determined  under the terms of the Oak Hill
401(k) Plan.

Section 18.6. Pre-Retirement Distribution.  Notwithstanding any other provisions
of this Plan,  once  during each Plan Year,  a  Participant,  by giving  written
notice to the Plan  Administrator,  may elect to receive  all or any part of the
Participant's   Oak  Hill  40l(k)  Plan   Accounts   attributable   to  rollover
contributions  made  prior  to  May 1,  2008,  without  regard  to  whether  the
Participant has terminated employment.

3/25/2008                          63        Second Amendment Effective 1/1/2008


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>ex4_8.txt
<DESCRIPTION>EXHIBIT 4.8, THIRD AMENDMENT
<TEXT>
                                                                     Exhibit 4.8

                             THIRD AMENDMENT TO THE
                              WESBANCO, INC. KSOP

     Effective  January  1, 2006,  WesBanco,  Inc.,  amended  and  restated  the
WesBanco, Inc. KSOP ("Plan") for its Employees;

     WHEREAS,  the Plan was amended  effective  January 1, 2008 and May 1, 2008;
and

     WHEREAS,  the Employer desires to further amend the Plan in order to update
the Plan document for regulatory and legislative  changes  necessary to maintain
the qualified status of the Plan.

     NOW, THEREFORE, said Plan is amended as follows:

     1.   Effective  January 1, 2007,  pages 13, 27a, and 58 are hereby  deleted
          and the attached new pages are substituted therefor.

     3.   Effective  January 1, 2008, pages 18 and 20 are hereby deleted and the
          attached new pages are substituted in lieu therefor.

     IN WITNESS  WHEREOF,  this amendment to the WesBanco,  Inc. KSOP is, by the
authority of the Board of Directors of the  Employer,  executed on behalf of the
Employer the 18 day of December, 2008.

                                        WesBanco, Inc.

                                        By /s/  Paul M. Limbert
                                           -------------------------------
                                                Its President & CEO

ATTEST:


/s/ Larry R. Johnson
- -------------------------------
Secretary
WesBanco, Inc.


(POOI5799.1}

<PAGE>

     For purposes of this Section 4.1,  Compensation  used for  determining  the
amount of any deferral  shall be  Compensation  for the Plan Year for which such
election is made, including any increases in Compensation during the Plan Year.

     Deferrals  made  pursuant to this Section  shall be paid to the Trustee and
credited to the Participant's Employee Deferral Account. Any amounts not elected
to be deferred shall be paid to the Participant as current Compensation.

     Notwithstanding  the  above,  a  Participant  who has  received  a hardship
distribution  described  in Section 8.2 shall not be eligible to make  deferrals
during the 6 consecutive month period beginning on the date of the distribution.

     A Participant  may assign to the Plan any  deferrals  made during a taxable
year that exceed the $15,000 (as adjusted)  limitation  ("excess  deferrals") by
notifying  the Plan  Administrator  in writing on or before  April 1 of the year
following the year in which the deferrals were made of the amount of such excess
deferrals  to be assigned  to the Plan.  A  Participant  shall be deemed to have
notified  the  Plan   Administrator  of  excess  deferrals  to  the  extent  the
Participant  has excess  deferrals for a taxable year  determined by taking into
account  only  elective  deferrals  under  the Plan and  other  qualified  plans
maintained by the Employer.

     Notwithstanding  any other  provision  of the Plan,  the  excess  deferrals
assigned  to the Plan,  plus any  income and minus any loss  allocable  thereto,
shall be distributed no later than April 15 to any Participant who assigned such
excess deferrals to the Plan for the preceding year.

     The income or loss allocable to excess  deferrals shall be calculated under
the same method used in Section 9.3 to allocate income or loss to  Participants'
accounts.  Alternatively, the income or loss allocable to excess deferrals shall
be calculated by multiplying  the income or loss allocable to the  Participant's
Employee  Deferral  Account  for  the   Participant's   taxable  year  and,  for
distributions  for tax  years on or after  January  1,  2007,  up to the date of
distribution by a fraction,  the numerator of which is the Participant's  excess
deferrals  for the year and the  denominator  of  which  is the  balance  of the
Participant's  Employee  Deferral  Account at the  beginning of the taxable year
plus the Participant's deferrals for the taxable year and, for distributions for
tax  years  on or  after  January  1,  2007,  up to the  date  of  distribution.
Notwithstanding the preceding sentence, if the date of distribution is after the
end of the Participant's  taxable year, the Committee may elect to calculate the
income or loss  attributable  to the period  between the end of the taxable year
and the date of  distribution  by using the method  described  in the  preceding
sentence to calculate the income or loss to the end of the Participant's taxable
year and then  multiplying ten percent of the result of that  calculation by the
number of

12/12/2008                         13         Third Amendment Effective 1/1/2007
<PAGE>

Compensated  Employees in an equitable manner. Any reduction of the amount to be
deferred by such  Participants  will apply only to the  particular  Plan Year or
remainder  of such  Plan Year for  which  the  deferrals  under the Plan fai1 to
satisfy the Actual Deferral Percentage test.

     If voluntary and involuntary  adjustments during the Plan Year do not bring
the Plan into compliance with the Actual Deferra1 Percentage test, the Committee
shall distribute the Excess  Contributions  and income allocable  thereto to the
Participants to whose accounts such Excess  Contributions  were allocated.  Such
distribution  must  take  place  after  the  close of the Plan Year in which the
Excess  Contribution  arose and  within  12 months  after the close of such Plan
Year.  The  amount  of  a  Participant's   Excess  Contributions  that  must  be
distributed  shall be reduced  by any  excess  deferrals,  as  determined  under
Section 4.1, previously distributed with respect to the Participant.

     The income or loss  allocable to Excess  Contributions  shall be calculated
under  the  same  method  used in  Section  9.3 to  allocate  income  or loss to
Participants'  accounts  for the Plan  Year in which  the  Excess  Contributions
occur. Alternatively, the income or loss allocable to Excess Contributions shall
be calculated by multiplying  the income or loss allocable to the  Participant's
Employee  Deferral Account,  and qualified  matching  contributions  pursuant to
Section 4.2, if any,  for the Plan Year and,  for Plan Years  beginning in 2006,
for the  period  between  the end of the Plan Year and the date of  distribution
(the "gap" period),  by a fraction,  the numerator of which is the Participant's
Excess  Contributions  for the  Plan  Year and the  denominator  of which is the
Participant's  account  balance  attributable  to Employee  deferrals  as of the
beginning of the Plan Year, plus the  Participant's  deferrals for the Plan Year
and for the gap period, if applicable.  Notwithstanding  the preceding sentence,
the  Committee  may elect to  calculate  income or loss for the gap  period,  if
appl1cable, by using the method described in the preceding sentence to calculate
income or loss for the Plan Year and then  multiplying ten percent of the result
of that calculation by the number of calendar months that have elapsed since the
end of the Plan Year. For purposes of calculating  the number of calendar months
that have elapsed since the end of the Plan Year, a corrective distribution made
on or before the 15th day of the month is treated as made on the last day of the
preceding month. A distribution  made after the 15th day of the month is treated
as made on the  first day of the next  month.  The same  method  of  calculating
income  or loss on  Excess  Contributions  must  be  used  consistently  for all
Participants and all corrective distributions under the Plan for the Plan Year.

     Section 4.7.  Adjustment of Employer Matching  Contributions.  For the Plan
Year  beginning  January  1,  2006,  in order to  ensure  that the Plan  remains
qualified  under Code Section  401(m),  the Committee shall monitor the Employer
matching   contributions   and   determine   whether  they  satisfy  the  Actual
Contribution Percentage test referred to in the next paragraph.


12/12/2008                         18         Third Amendment Effective 1/1/2008

<PAGE>


     If the Actual  Contribution  Percentage  test is not met  currently or on a
projected  basis,  the  Committee  may  ask  the  Participants  who  are  Highly
Compensated  Employees  if they wish to decrease  their  contribution  elections
and/or  may  ask  all  other   Participants  if  they  wish  to  increase  their
contribution  elections.  If the  Actual  Contribution  Percentage  test  is not
satisfied after these  voluntary  adjustments are made, the Committee shall have
the right to reduce the amount of the contribution elections of Participants who
are Highly  Compensated  Employees in an equitable manner.  Any reduction of the
amount to be contributed by such  Participants will apply only to the particular
Plan Year or remainder of such Plan Year for which the Plan fails to satisfy the
Actual Contribution Percentage test.

     If voluntary and involuntary  adjustments during the Plan Year do not bring
the Plan into  compliance  with the Actual  Contribution  Percentage  test,  the
Committee  shall  forfeit  (to the extent not vested  under the Plan) the Excess
Aggregate  Contributions,  or distribute such Excess Aggregate Contributions and
the income  allocable  thereto to the Participants to whose accounts such Excess
Aggregate  Contributions  were allocated.  Such  distribution or forfeiture must
take  place  after  the close of the Plan  Year in which  the  Excess  Aggregate
Contributions  arose and within 12 months after the close of such Plan Year. Any
distribution or forfeiture of Excess Aggregate  Contributions  for any Plan Year
shall  be  made  on the  basis  of  the  respective  portions  of  such  amounts
attributable to each Highly Compensated Employee.

     The income or loss applicable to Excess  Aggregate  Contributions  shall be
calculated  under the same method used in Section 9.3 to allocate income or loss
to  Participants'  accounts  for the Plan  Year in which  the  Excess  Aggregate
Contributions occur.  Alternatively,  the income or loss allocable to the Excess
Aggregate  Contributions  shall be calculated by multiplying  the income or loss
allocable to the Participant's  Employer Matching  Contribution  Account for the
Plan Year and, for Plan Years  beginning in 2006, for the period between the end
of the Plan Year and the date of distribution  (the "gap period") by a fraction,
the numerator of which is the Participant's  Excess Aggregate  Contributions for
the Plan Year and the denominator of which is the Participant's  account balance
attributable to Employer matching  contributions as of the beginning of the Plan
Year, plus the Participant's  allocable share of Employer matching contributions
for the Plan Year and for the gap period,  if  applicable.  Notwithstanding  the
preceding sentence,  the Committee may elect to calculate income or loss for the
gap  period,  if  applicable,  by using the method  described  in the  preceding
sentence to calculate  income or loss for the Plan Year and then multiplying ten
percent of the result of that  calculation by the number of calendar months that
have elapsed  since the end of the Plan Year.  For purposes of  calculating  the
number of calendar  months that have  elapsed  since the end of the Plan Year, a
corrective  distribution  made on or before the 15th day of the month is treated
as made on the last day of the preceding  month. A  distribution  made after the
15th day of the month is treated as made on the first day of the next month. The
same

12/12/2008                         20         Third Amendment Effective 1/1/2008

<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.  With  respect  to each
Participant's  account balance as of the later of the adoption or effective date
of the amendment,  the vested  percentage of the Participant will be the greater
of the vested percentage under the old vesting schedule or the vested percentage
under the new vesting schedule.

     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.

12/12/2008                         27a        First Amendment Effective 1/1/2007
                                              Third Amendment Effective 1/1/2007

<PAGE>


     (b)  The   provisions  of  the  foregoing   subsection  (a)  shall  not  be
          applicable,  and no put option  hall  exist,  with regard to shares of
          Employer Stock  distributed  under the Plan if such Employer Stock was
          publicly  traded and not subject to a trading  limitation  when it was
          distributed.  For purposes of this subsection  (b),  Employer Stock is
          deemed to be "publicly  traded" as of a particular date if, as of such
          date, it is listed on a national  securities exchange registered under
          Section  6 of the  Securities  Exchange  Act of 1934 or is quoted on a
          system sponsored by a national securities association registered under
          Section  15A(b) of the  Securities  Exchange Act. For purposes of this
          subsection (b), a "trading  limitation" on a security is a restriction
          under any federal or state securities law, any regulation  thereunder,
          or an agreement not  prohibited by applicable  regulations  that would
          make the  security  not as freely  tradable as one not subject to such
          restriction.

     Section 16.14.  Diversification of Investments.  Each Qualified Participant
may direct the Trustee as to the  investment  of the value of the  Participant's
account balance attributable to Employer Stock within 90 days after the last day
of each Plan Year during the Participant's Qualified Election Period.

     For  purposes  of  this  Section,  "Qualified  Participant"  shall  mean  a
Participant  who has  attained  age 55 and  completed  at  least  ten  years  of
participation in the Plan.  "Qualified  Election Period" shall mean the six Plan
Year  period  beginning  with the later of (i) the first  Plan Year in which the
Participant  first became a Qualified  Participant,  or (ii) the first Plan Year
beginning after December 31, 1986.

     The Participant's  direction shall be provided to the Plan Administrator in
writing and shall specify the amount the  Participant  wishes to diversify.  The
Plan  shall  allow  the   Participant  to  invest  the  amount  subject  to  the
diversification  election in one or more of the investment Funds provided for in
Section 9.2. Implementation of the Participant's  investment election shall take
place within 90 days after the last day of the period  during which the election
may be made. This Section shall apply notwithstanding any other provision of the
Plan other than Section 5.6.

     Notwithstanding  any  provision of this  Article to the contrary  effective
January 1, 2007,  each  Participant  who has  completed  at least three Years of
Service,  each alternative payee with an amount under the Plan with respect to a
Participant  who has  completed  at  least  three  Years  of  Service,  and each
Beneficiary of a deceased  Participant may elect to divest the portion of his or
her Employer  Discretionary  Contribution Account attributable to Employer Stock
and reinvest such amount in one or more of the investment  funds provided for in
Section  9.2.  Such  divesture  and  reinvestment  election  shall  be  made  in
accordance  with the general  timing  rules of Section 9.2. For purposes of this
paragraph, a Participant completes three Years of Service on the last day of the
Plan Year that constitutes the completion of the third Year of Service.

     Notwithstanding the foregoing,  with respect to Employer Stock allocated to
a Participant's Employer Discretionary  Contribution Account prior to January 1,
2007,  a  Participant,  other than a  Participant  who has  attained  age 55 and
completed  three Years of Service,  shall be permitted to diversify  only 33% of
such Employer Stock for 2007, 66% for 2008, and 100% for 2009 and all subsequent
Plan years.

12/12/2008                         58         Third Amendment Effective 1/1/2007


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>5
<FILENAME>ex5_1.txt
<DESCRIPTION>EXHBIT 5.1
<TEXT>

                                                                    Exhibit 5.1

           [Letterhead of Phillips, Gardill, Kaiser & Altmeyer, PLLC]


                                 April 24, 2009


WesBanco, Inc.
One Bank Plaza
Wheeling, WV  26003

Ladies and Gentlemen:

     I am the Managing Member of Phillips,  Gardill, Kaiser & Altmeyer, PLLC and
our firm serves as general counsel for WesBanco, Inc. (the "Company") and I have
acted as counsel  for the  Company in  connection  with the  preparation  of the
Registration  Statement  on  Form  S-8 to be  filed  by  the  Company  with  the
Securities and Exchange Commission for the registration under the Securities Act
of 1933, as amended,  of an additional  750,000  shares of the Company's  common
stock, par value $2.0833 per share (the "Shares"),  which are to be offered from
time to time to certain employees of the Company pursuant to the WesBanco,  Inc.
KSOP (the "Plan").

     I have  examined  the  originals,  certified  copies  or  copies  otherwise
identified  to my  satisfaction  as being true copies of the Plan and such other
documents  as I have  deemed  necessary  or  appropriate  for  purposes  of this
opinion.

     Based on the foregoing,  I am of the opinion that the Shares have been duly
and validly  authorized  and reserved for  issuance,  and that the Shares,  when
issued under the terms of the Plan,  will be legally and validly  issued,  fully
paid and nonassessable.

     I hereby  consent  to the  filing of this  opinion  as  Exhibit  5.1 to the
Registration Statement.

                                                   Very truly yours,

                                                   /s/ James C. Gardill
                                                   -----------------------------
                                                   James C. Gardill


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>6
<FILENAME>ex23_1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>

                                                                    Exhibit 23.1



            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the WesBanco,  Inc. KSOP of our reports dated March 10, 2009,
with respect to the consolidated financial statements of WesBanco, Inc., and the
effectiveness  of internal  control over financial  reporting of WesBanco,  Inc.
included in its Annual Report (Form 10-K) for the year ended  December 31, 2008,
filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Pittsburgh, Pennsylvania
April 24, 2009





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
