AMENDED AND RESTATED SALARY CONTINUATION AGREEMENT

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

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

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

AGREEMENT

The Executive and the Company agree as follows:

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

1.1 "Change of Control Event" shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied, followed by Termination of Employment within the time period hereinafter specified:

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

(b)    During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of the Company (and any new Director, whose election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the Directors then still in office who either were Directors at the beginning of the period or whose election or nomination for election was so approved), cease for any reason to constitute a majority thereof; or

(c)    Final regulatory approval is obtained with respect to: (A) a plan of complete liquidation of the Company; or (B) an agreement for the sale or disposition of all or substantially all the Company's assets; or (C) a merger, consolidation, or reorganization of the Company with or involving any other corporation, other than a merger, consolidation, or reorganization that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), at least fifty percent (50%) of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger, consolidation, or reorganization.

However, in no event shall a Change in Control Event be deemed to have occurred, with respect to the Executive, if the Executive is part of a purchasing group which consummates the Change in Control Event transaction. The Executive shall be deemed "part of a purchasing group" for purposes of the preceding sentence if the Executive is an equity participant in the purchasing company or group (except for: (i) passive ownership of less than three percent (3%) of the stock of the purchasing company; or (ii) ownership of equity participation in the purchasing company or group which is otherwise not significant, as determined prior to the Change in Control Event by a majority of the non-employee continuing Directors of the Company, as applicable).

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

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

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

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

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

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

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

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

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

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

1.11 "Termination for Cause" See Section 5.2.

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

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

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

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

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