Amended and Restated Credit Agreement

CHASE

Financial Institutions Group

1.

Credit Facilities.

1.2     Facility A (Line of Credit). The Bank has approved a credit facility to the Borrower in the principal sum not to exceed $25,000,000.00 in the aggregate at any one time outstanding (" Facility A ").  Credit under Facility A shall be repayable as set forth in a Line of Credit Note executed concurrently with this agreement, and any renewals, modifications, extensions, rearrangements, restatements thereof and replacements or substitutions therefor.

1.3      Non-Usage Fee. The Borrower shall pay to the Bank a non-usage fee (the " Non-usage Fee ") with respect to each calendar quarter during the term of Facility A, based on the unused amount of Facility A. The Non-usage Fee shall be an amount equal to A x (B – C) x (D/E), where A equals 0.20%; B equals the maximum amount of Facility A; C equals the average daily outstanding principal balance of Facility A; D equals the actual number of days elapsed during the calendar quarter; and E equals 360. The Bank may begin to accrue the Non-usage Fee on the date the Borrower signs or otherwise authenticates this agreement.

2.

Definitions and Interpretations.

A.

Definitions .  As used in this agreement, the following terms have the following respective meanings:

(1)

" 10-K Report " means any annual report on Form 10-K submitted by any Obligor or any Obligor’s Subsidiary to a Governmental Authority, including but not limited to the SEC, along with copies of the financial statements contained in such annual report and any annual report to shareholders of any Obligor or any Obligor’s Subsidiary for the fiscal quarter then ended.

(2)

" 10-Q Report " means any quarterly report on Form 10-Q submitted by any Obligor or any Obligor’s Subsidiary to a Governmental Authority, including but not limited to the SEC, along with copies of the financial statements contained in such quarterly report and any quarterly report to shareholders of any Obligor or any Obligor’s Subsidiary for the fiscal quarter then ended.

(3)

" Affiliate "   means any Person which, directly or indirectly Controls or is Controlled by or under common Control with, another Person, and any director or officer thereof.  The Bank is not under any circumstances to be deemed an Affiliate of the Borrower or any of its Subsidiaries.

(4)

" Authorizing Documents " means certificates of authority to transact business, certificates of good standing, borrowing resolutions, appointments, officer’s certificates, certificates of incumbency, and other documents which empower and authorize or evidence the power and authority of the Parties executing any Related Document or their representatives to execute and deliver the Related Documents and perform the Party’s obligations thereunder.

(5)

(6)

" Call Report " means any Report of Condition and Income, Thrift Financial Report or any substantially similar report (or replacement of any such report) submitted by any Obligor or any Obligor’s Subsidiary to a Governmental Authority.

(7)

" Collateral " means all Property, now or in the future subject to any Lien in favor of the Bank, securing or intending to secure, any of the Liabilities.

(8)

" Control " as used with respect to any Person, means the power to direct or cause the direction of, the management and policies of that Person, directly or indirectly, whether through the ownership of Equity Interests, by contract, or otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

(9)

" Corporation "   means any corporation, partnership, limited liability company, joint venture, joint stock association, association, bank, business trust, trust, unincorporated organization or any other form of entity.

(10)

" Credit Facilities " means all extensions of credit from the Bank to the Borrower, whether now existing or hereafter arising, including but not limited to those described in Section 1, if any, including any and all renewals, modifications, extensions, rearrangements, restatements thereof and replacements or substitutions therefor.

(11)

" EDGAR System " means the Electronic Data Gathering Analysis and Retrieval System owned and operated by the SEC or any replacement system.

(12)

" Equity Interests " means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

(13)

" GAAP " means generally accepted accounting principles in effect in the United States of America, consistently applied.

(14)

" Governmental Authority " means any foreign governmental authority, the United States of America, any state thereof, any political subdivision of any of the foregoing or any agency, department, commission, board, bureau, court or other tribunal having jurisdiction over the Bank, the Borrower or any other Obligor, or any Subsidiary of the Borrower or their respective properties or any agreement by which any of them is bound.  Governmental Authority includes but is not limited to the Board of Governors of the Federal Reserve System (" FRB "), the Federal Deposit Insurance Corporation (the " FDIC "), the State Banking Authority, the Office of Thrift Supervision (the " OTS "), the Office of the Comptroller of the Currency (the " OCC ") and the Securities and Exchange Commission (the " SEC ").

(15)

" Home Page " means any corporate home page on the World Wide Web accessible through the Internet via a universal resource locator (" URL ").  The Borrower shall designate to the Bank in writing the URL identification of the Home Page of each Obligor and each Obligor's Subsidiary required to submit any 10-K or 10-Q Report to the Bank.

(16)

" Indebtedness " means and includes (without duplication) (a) all items arising from the borrowing of money, which according to GAAP, would be included in determining total liabilities as shown on the balance sheet; (b) all indebtedness secured by any Lien on Property owned by the Borrower or the Subsidiaries of the Borrower whether or not such indebtedness shall have been assumed; (c) all guarantees and similar contingent liabilities in respect to indebtedness of others; and (d) all other interest-bearing obligations evidencing indebtedness to others, including, without limitation, with respect to letters of credit and Rate Management Transactions.

(17)

" Legal Requirement " means any law, ordinance, decree, requirement, order, judgment, rule, regulation (or interpretation of any of the foregoing) of, and the terms of any list, license or permit issued by, any Governmental Authority.

(18)

" Liabilities " means all indebtedness, liabilities and obligations of every kind and character of the Borrower to the Bank, whether the obligations, indebtedness and liabilities are individual, joint and several, contingent or otherwise, now or hereafter existing, including, without limitation, all liabilities, interest, costs and fees, arising under or from any note, open account, overdraft, credit card, lease, Rate Management Transaction, letter of credit application, endorsement, surety agreement, guaranty, acceptance, foreign exchange contract or depository service contract, whether payable to the Bank or to a third party and subsequently acquired by the Bank, any monetary obligations (including interest) incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceedings, regardless of whether allowed or allowable in such proceeding, and all renewals, extensions, modifications, consolidations, rearrangements, restatements, replacements or substitutions of any of the foregoing.

(19)

" Lien "   means any mortgage, deed of trust, pledge, charge, encumbrance, security interest, collateral assignment or other lien or restriction of any kind, whether based on common law, constitutional provision, statute or contract.

(20)

" Material Adverse Effect " means an effect which the Bank reasonably determines to be a material adverse effect on (A) the business, Properties, affairs, operations, prospects or condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole, (B) any Obligor's ability to perform any of its obligations under this agreement or any of the Related Documents, (C) the rights and benefits available to the Bank under this agreement or any of the Related Documents or (D) the Collateral.

(21)

" Notes " means each and all promissory notes, instruments and/or other contracts now or hereafter evidencing the terms and conditions of any of the Credit Facilities.

(22)

" Obligor "   means any Borrower, guarantor, surety, co-signer, endorser, general partner or other Person who may now or in the future be obligated to pay any of the Liabilities.

(23)

" Organizational Documents" means, with respect to any Person, certificates of existence or formation, documents establishing or governing the Person or evidencing or certifying that the Person is duly organized and validly existing in accordance with all applicable Legal Requirements, including all amendments, restatements, supplements or modifications to such certificates and documents as of the date of the Related Document referring to the Organizational Document and any and all future modifications thereto approved by the Bank.

(24)

" Parties "   means all Persons executing any Related Document, other than the Bank.

(25)

" Permitted Acquisition " means the purchase or acquisition by the Borrower or any of its Subsidiaries of   Equity Interests in, or substantially all of the assets of, another Corporation provided that: (A) all such purchases and acquisitions during any period of twelve (12) consecutive calendar months shall not in the aggregate exceed thirty-five and No/100 percent (35.00%) of the consolidated stockholders' equity of the Borrower, determined in accordance in GAAP; and (B) no default, Event of Default or event that would constitute a default or Event of Default but for the giving of notice, the lapse of time or both, has occurred in any provision of this agreement, the Notes or any other Related Documents and is continuing or would result from such purchase or acquisition.

(26)

" Person " means any individual, Corporation or Governmental Authority.

(27)

(28)

(29)

" Rate Management Transaction " means any transaction (including an agreement with respect thereto) that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option, derivative transaction or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.

(30)

" Related Documents " means this agreement, the Notes, applications for letters of credit, all loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, and any other instrument or document executed in connection with this agreement or in connection with any of the Liabilities.

(31)

" State Banking Authority " means the West Virginia Department of Banking.

(32)

" Subordinated Debt " means any Indebtedness subordinated to Indebtedness due to the Bank pursuant to a written subordination agreement in Proper Form by and among the Bank, subordinated creditor and the Borrower which at a minimum must prohibit: (a) any action by any subordinated creditor which will result in an occurrence of an Event of Default or default under this agreement, the subordination agreement or the subordinated Indebtedness; and (b) upon the happening of any Event of Default or default under any Related Documents, the subordination agreement, or any instrument evidencing the subordinated Indebtedness: (i) any payment of principal and interest on the subordinated Indebtedness; (ii) any act to compel payment of principal or interest on subordinated Indebtedness; and (iii) any action to realize upon any collateral securing the subordinated Indebtedness.

(33)

" Subsidiary " means, as to any particular Person (the "parent"), a Person the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with GAAP as of the date of determination, as well as any other Person of which fifty percent (50%) or more of the Equity Interests is at the time of determination directly or indirectly owned, Controlled or held, by the parent or by any Person or Persons Controlled by the parent, either alone or together with the parent.  For purposes of this agreement, the Borrower's Subsidiaries include but are not limited to each of those listed on Annex I.

B.

Interpretations. Whenever possible, each provision of the Related Documents shall be interpreted in such manner as to be effective and valid under applicable Legal Requirements. If any provision of this agreement cannot be enforced, the remaining portions of this agreement shall continue in effect. In the event of any conflict or inconsistency between this agreement and the provisions of any other Related Documents, the provisions of this agreement shall control. Use of the term "including" does not imply any limitation on (but may expand) the antecedent reference. Any reference to a particular document includes all modifications, supplements, replacements, renewals or extensions of that document, but this rule of construction does not authorize amendment of any document without the Bank’s consent. Section headings are for convenience of reference only and do not affect the interpretation of this agreement. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP. Whenever the Bank's determination, consent, approval or satisfaction is required under this agreement or the other Related Documents or whenever the Bank may at its option take or refrain from taking any action under this agreement or the other Related Documents, the decision as to whether or not the Bank makes the determination, consents, approves, is satisfied or takes or refrains from taking any action, shall be in the sole and exclusive discretion of the Bank, and the Bank's decision shall be final and conclusive.

3.

3.1     Conditions Precedent to Initial Extension of Credit. Before the first extension of credit governed by this agreement and any initial advance under any of the Credit Facilities, whether by disbursement of a loan, issuance of a letter of credit, or otherwise, the Borrower shall deliver to the Bank in Proper Form:

3.2     Conditions Precedent to Each Extension of Credit. Before any extension of credit governed by this agreement, whether by disbursement of a loan, issuance of a letter of credit or otherwise, the following conditions must be satisfied:

3.3     Satisfaction of Conditions Precedent. The acceptance of the proceeds and benefits of the proceeds of any Credit Facility shall constitute a representation and warranty by the Parties that all of the conditions set forth in the Article entitled "Conditions Precedent" or in any subsection thereof for that Credit Facility have been satisfied as of that time.

4.

Affirmative Covenants. The Borrower agrees to do, and cause each of its Subsidiaries to do, each of the following:

4.1     Existence. Maintain its existence and business operations as presently in effect in accordance with all applicable Legal Requirements, pay its debts and obligations when due under normal terms, and pay on or before their due date, all taxes, assessments, fees and other governmental monetary obligations, except as they may be contested in good faith if they have been properly reflected on its books and, at the Bank's request, adequate funds or security has been pledged or reserved to insure payment.

4.2     Financial Records. Maintain proper books and records of accounts, in accordance with GAAP, and consistent with financial statements previously submitted to the Bank.

4.3     Inspection. Permit the Bank, its agents and designees to: (A) inspect and photograph its Property and sites, to examine and copy files, books and records, and to discuss its business, operations, prospects, Properties, affairs and financial condition with the Borrower's or its Subsidiaries' officers and accountants, at times and intervals as the Bank reasonably determines; (B) perform audits or other inspections of the Collateral, including the records and documents related to the Collateral; and (C) confirm with any Person any obligations and liabilities of the Person to the Borrower or its Subsidiaries. The Borrower will, and will cause its Subsidiaries to cooperate with any inspection or audit. The Borrower will pay the Bank the reasonable costs and expenses of any audit or inspection of the Collateral (including fees and expenses charged internally by the Bank for asset reviews) promptly after receiving the invoice.  Nothing in this agreement shall give the Bank the right to inspect or copy (A) any records of any examination report of the Borrower’s supervisory Governmental Authority or other information that the Borrower or any of its Subsidiaries are prohibited by any Legal Requirement from disclosing without the consent of the supervising Governmental Authority or (B) confidential information of any particular customer of the Borrower or any of its Subsidiaries that the Borrower or any of its Subsidiaries is prohibited from disclosing by any applicable confidentiality agreement with any such customer; provided, however, the Borrower will and will cause each of its Subsidiaries to, cooperate in obtaining any consent should the Bank request the disclosure.

4.4     Financial Information.   Furnish to the Bank, in Proper Form, whatever information, books and records the Bank may reasonably request, including at a minimum:   (A) the financial statements prepared in conformity with GAAP on a consolidated basis and the other information described in, and within the times required by, Exhibit A , Reporting Requirements, Financial Covenants and Compliance Certificate attached hereto and incorporated in this agreement by reference; provided, however, if any 10-K Report or 10-Q Report required by the Bank pursuant to this agreement (including Exhibit A ) is available to the Bank via the EDGAR System or on the Borrower's Home Page, then the Borrower shall not be required to furnish such report(s) to the Bank in tangible form unless requested by the Bank.  If for any reason, all or any portion of any 10-K Report or 10-Q Report is not available to the Bank via the EDGAR System or on the Borrower's Home Page within the times required by Exhibit A , the Borrower shall promptly furnish such report(s) to the Bank in tangible form.  The Borrower's Home Page may be accessed via the URL identified as http://www.wesbanco.com/ and the Borrower shall notify the Bank prior to any change in the URL of the Borrower's Home Page; (B) within the time required by Exhibit A , Exhibit A signed or otherwise authenticated and certified by the chief financial officer or president of the Party required to submit the information; (C) to the extent not prohibited by applicable Legal Requirements, promptly after the same are available, copies of each annual report or financial statement or other report or communication sent by the Borrower to the shareholders of the Borrower; and each registration statement which the Borrower or any Subsidiary may file with any Governmental Authority or with any securities exchange; (D) promptly after a request is submitted to the appropriate Governmental Authority, any request for waiver of funding standards or extension of amortization periods with respect to any employee benefit plan; and (E) promptly after the Bank’s request, (i) loan portfolio reports for the Borrower and and each of its financial institution Subsidiaries setting forth, with respect to loans held in its portfolio, classifications relating to delinquency, non-performance, risk rating, loss allowances and other related matters, (ii) reports on allowances for loan losses and reserves of the Borrower and each of its financial institution Subsidiaries, and (iii) copies of special audits, studies, reports and analyses prepared by outside parties for the management of the Borrower, any of its Subsidiaries or any other Obligor. Nothing in this agreement shall require the Borrower to provide any information to the Bank which the Borrower, any other Obligor or any of their respective Subsidiaries is prohibited by Legal Requirements to disclose.

4.5     Notices of Claims, Litigation, Defaults, etc. Promptly inform the Bank in writing of: (A) all existing and all threatened litigation, claims, investigations, administrative proceedings and similar actions or changes in Legal Requirements affecting it which could materially affect its business, Properties, affairs, prospects or financial condition; (B) the occurrence of any default or Event of Default and the circumstances which give rise to the Bank's option to terminate the Credit Facilities to the extent the disclosure does not violate any Legal Requirement; (C) any additions to or changes in the location(s) of its headquarters or other principal places of businesses; and (D) any alleged breach by the Bank of any provision of this agreement or of any other Related Document.

4.6      Other Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between it and any other Person.

4.7     Title to Assets and Property. Maintain good and marketable title to all of its Properties, and defend them against all claims and demands of all Persons at any time claiming any interest in them.

4.8     Additional Assurances. Promptly make, execute and deliver any and all agreements, documents, instruments and other records that the Bank may reasonably request to evidence any of the Credit Facilities, cure any defect in the execution and delivery of any of the Related Documents, perfect any Lien, comply with any Legal Requirement applicable to the Bank or the Credit Facilities or describe more fully particular aspects of the agreements set forth or intended to be set forth in any of the Related Documents.

4.9      Compliance Certificate.   Comply with each of the other additional covenants, if any, set forth in Exhibit A .

4.10      Ownership of Subsidiaries. (A) The Borrower shall at all times maintain ownership of one hundred percent (100%) of the Equity Interests of each of its financial institution Subsidiaries, including, but not limited to WesBanco Bank, and shall maintain all of its Equity Interests in its financial institution Subsidiaries free and clear of all Liens. (B) The Borrower's Subsidiaries shall at all times maintain ownership of the Equity Interests of each of their respective Subsidiaries in the percentages set forth on Annex I.

4.11     Maintain Reserves for Loan and Lease Losses.  Maintain at all times Reserves for Loan and Lease Losses consistent with past practices and adequate in all respects based upon safe and sound banking practices. " Reserves for Loan and Lease Losses " means the reserve amounts set forth in the financial statements and Call Reports required by the Bank from time to time pursuant to this agreement (including Exhibit A , Reporting Requirements, Financial Covenants and Compliance Certificate attached hereto).

4.12      Banking Relationship .  Establish and maintain traditional banking relationships and treasury services with the Bank, including but not limited to, image cash letter services and disbursement and operating relationships.

4.13     Permitted Acquisition Notice and Documents. (A) Notify the Bank not less than ten (10) Business Days prior to any Permitted Acquisition and (B) Deliver to the Bank within ten (10) Business Days of the completion of any Permitted Acquisition, copies of regulatory filings, approvals, instruments and other writings related to the Permitted Acquisition as requested by the Bank.

4.14      Capitalization Status.   The Borrower shall maintain and cause each of its financial institution Subsidiaries to maintain such capital and other requirements necessary to cause (A) the Borrower (on a consolidated basis) to be categorized as " Well Capitalized " at all times in accordance with the applicable Legal Requirements of its primary Governmental Authority and (B) each of its financial institution Subsidiaries to be categorized as " Well Capitalized " at all times in accordance with the applicable Legal Requirements of their respective primary Governmental Authorities.

4.15      Non-Performing Assets Ratio.   The Borrower (on a consolidated basis) shall maintain at all times a Non-Performing Assets Ratio of not greater than three and two-quarters of one percent (3.50%).  As used in this Section, the term " Non-Performing Assets Ratio " means the ratio, determined on a consolidated basis for the Borrower, of the sum of " Non-Performing Assets "   plus   " OREO ", to the sum of " Total Loans "   plus " OREO ". As used in this Section, (a) " Non-Performing Assets "   means the sum of all loans classified as past due ninety (90) days or more and still accruing interest, all loans classified as "non-accrual" and no longer accruing interest, all loans classified as "restructured loans and leases", and all other "non-performing loans"; (b) " Total Loans "   means the total of all performing and non-performing loans; and (c) " OREO " means the book value, net of accumulated depreciation, of all other real estate owned by the Borrower and its Subsidiaries, excluding all real estate which is occupied and used by the Borrower and its Subsidiaries in the ordinary course of business.  The ratio set forth in this Section shall be measured quarterly and shall be determined from the Borrower's Call Report filed with its primary Governmental Authority.

5.

5.1     Indebtedness. Incur, contract for, assume, permit to remain outstanding or in any manner become liable in respect of, any Indebtedness, other than (A) Indebtedness incurred in the Borrower's or the Borrower's Subsidiary's ordinary course of business and in accordance with applicable Legal Requirements and safe and sound banking practices, such as with respect to deposit accounts and other similar accounts, checks, notes, certificates of deposit, money orders, traveler's checks, drafts or bills of exchange accepted or endorsed by any of the Borrower's financial institution Subsidiaries, issuances of letters of credit and repurchase agreements and banker's acceptances for the account of its banking customers consistent with its lending policies; (B) Indebtedness to the Federal Home Loan Bank and Federal Reserve Board Discount Window Program borrowings incurred in the ordinary course of business and consistent with safe and sound banking practices consistent with the financial statements described in (D) below; (C) unsecured Federal Funds Indebtedness incurred in the ordinary course of business by the Borrower's financial institution Subsidiaries and consistent with safe and sound banking practices; (D) Indebtedness reflected in the Borrower's financial statements dated as of June 30, 2009, and that is not to be paid with proceeds of borrowings under the Credit Facilities; (E) additional Indebtedness of the Borrower contracted for after the date of this agreement that does not exceed the amounts reflected in those financial statements described in (D) above; (F) upon the approval of the Bank, Subordinated Debt; (G) Rate Management Transactions entered into to hedge or mitigate risks to which the Borrower or any of its Subsidiaries has actual exposure (other than those in respect of Equity Interests or restricted Indebtedness of the Borrower or any of its Subsidiaries) and unsecured Ra