TRANSITION AGREEMENT AND RELEASE AND WAIVER OF CLAIMS

EXHIBIT 10.1

TRANSITION AGREEMENT AND RELEASE

AND WAIVER OF CLAIMS

This TRANSITION AGREEMENT AND RELEASE (the “Agreement”) made effective this 30th day of September, 2008, by and between KRISTINE N. MOLNAR (hereinafter referred to as “Employee”) and WESBANCO, INC. , a West Virginia corporation (hereinafter referred to as “WesBanco”).

W I T N E S S E T H

WHEREAS, the Employee has been employed by WesBanco as an executive officer; and,

WHEREAS, WesBanco and Employee desire to have a written agreement stating the terms applicable to the Employee’s transition from full time to part time employment, and resolving and settling any and all actual or possible differences, disputes, or claims between them, including, but not limited to, those arising from or relating to the transition in their employment relationship; and

NOW, THEREFORE, for and in consideration of the premises and mutual promises and agreements contained herein, together with other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, it is mutually agreed as follows:

1.         Transition from Full Time to Part Time Employment . Employee agrees to voluntarily separate from full-time employment effective as of the close of September 30, 2008 and to transition to part time employment under the terms of the Consulting Agreement made effective on October 1, 2008 (the “Consulting Agreement”).

2.         Consideration .

(a)        WesBanco agrees to pay to Employee salary, more specifically, Four Hundred Fifty-two Thousand Fifty-two Dollars and Nine Cents ($452,052.09) gross pay, less payroll withholdings, on or about seven (7) days after execution of the agreement.

3.         Other Benefits . WesBanco will pay the Employee all other benefits to which the Employee is entitled under applicable benefit programs, this Agreement, and the Consulting Agreement. The Employee further acknowledges that she has been provided with such information as she deems necessary to determine her rights, if any, under WesBanco’s various employee benefit plans and policies. (See attached Schedule A).

WesBanco and the Employee mutually agree that the Standard Employment Agreement dated January 2, 1998, will terminate as of the effective date of this Transition Agreement and Release and Waiver of Claims. WesBanco and the Employee mutually agree that the Amended and Restated Change in Control Agreement dated November 22, 2005, will terminate as of the effective date of this Transition Agreement and Release and Waiver of Claims. WesBanco and the Employee mutually agree that the Employee’s participation in the WesBanco, Inc. Key Executive Incentive Bonus and Option Plan dated May 16, 2007, will terminate effective as of the execution of the Transition Agreement and Release and Waiver of Claims. WesBanco and the Employee mutually agree that the Employee is not entitled to retain her rights in accordance with the terms and conditions of the Key Executive Incentive Bonus and Option Plan, except for any options granted to Employee prior to the date of this Agreement and for any long term incentive bonus payments previously deferred and payable in accordance with the schedule attached hereto as Schedule B. The two thousand (2,000) options granted to the Employee on May 21, 2008, shall vest on December 31, 2008, as if the Employee were continuing full-time employment. Furthermore, WesBanco and the Employee mutually agree that this

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Agreement shall have no effect upon the Life Insurance Agreement dated July 1, 2003, between WesBanco Bank, Inc. and the Employee; thus, the death benefit of Twenty-five Thousand Dollars ($25,000.00) shall remain in full force and effect.

WesBanco and the Employee mutually agree that the Amended and Restated Salary Continuation Agreement dated November 22, 2005 (the “SERP Agreement”) will continue and the Employee will be entitled to supplemental benefits over and above the benefits provided to Employee under WesBanco’s Defined Benefit Pension Plan.

Under the terms of the SERP Agreement, Employee is entitled to a vested accrued benefit more particularly described on Schedule C, attached hereto and made a part hereof. The parties hereby mutually agree to continue the SERP Agreement during the term of the Consulting Agreement (as hereinafter defined) so that Employee shall continue to accrue additional benefits in accordance with the schedule shown on Schedule C for each year of service provided under the Consulting Agreement as if Employee had not terminated full-time employment with Wesbanco. Thus, for purposes of determining the benefit due Employee under the terms of the SERP contract, the parties agree that the benefit to which she will be entitled at age sixty-five (65) will be the amount set forth in Schedule C for the plan year ending immediately prior to the termination date of the Consulting Agreement determined by vesting the executive in 100% of the accrual balance as shown on the schedule. Thus, if the Consulting Agreement continues through December, 2016, Employee shall be entitled to a benefit amount of Forty Thousand Dollars ($40,000.00) per year payable for ten (10) consecutive years, as provided under the terms and conditions of said SERP Agreement.

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4.         Release of Claims . In consideration of the foregoing, WesBanco and Employee hereby mutually and reciprocally agree to release and waive any and all claims or demands (whether known or unknown) which currently exist, arising out of, or connected with, Employee’s full time employment with WesBanco and the termination of Employee’s full time employment, including, but not limited to, all such matters in law, in equity, in contract (oral or written, express or implied), or in tort, (excluding Workers’ Compensation and any such claim for employee benefits to which Employee is entitled as of the last day of Employee’s active full time employment under the express terms of the employee benefit plan) against Employee, WesBanco, any of its parents, subsidiaries, and affiliates or predecessors in interest and any employee benefit plan sponsored by any of them, and the officers, employees, directors, shareholders, fiduciaries and agents of any of them, along with the successors, assigns and heirs of any of the foregoing persons or entities (collectively referred to as the “Releasees”) arising from Employee’s Standard Employment Agreement or voluntary resignation from full time employment. It is specifically understood and agreed between the Employee and WesBanco that this release and waiver includes any such rights or such claims to which the Employee may have been entitled under the Fair Labor Standards Act of 1938; the Civil Rights Act of 1866; Equal Pay Act of 1963; Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Employee Retirement Income Security Act of 1974; Title 41 of the Ohio Revised Code, specifically Chapter 4112; Title 47 of the Pennsylvania Statutes, specifically Chapter 17; Chapter 21 of the West Virginia Code; W.Va. Code § 5-11, et seq. ; the Rehabilitation Act of 1973; the Civil Rights Act of 1991; the Vietnam Era Veterans Readjustment Assistance Act of 1974; the Older Worker Benefit Protection Act; the Americans with Disabilities Act, and all other federal, state and local law claims, whether statutory or common law,

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including, but not limited to, those under the laws of the States of West Virginia, Ohio and Pennsylvania, including, but not limited to, the West Virginia Human Rights Act, W.Va. Code § 5-11-1, et seq ., the Ohio Civil Rights Commission, and the Pennsylvania Human Relations Act. However, the parties acknowledge that the Employee is not waiving any rights or claims that may arise after this Agreement is executed; provided, however, that the Employee shall be precluded from recovering for the future effects of discrimination or other actions or inactions which occurred or should have occurred prior to this Agreement. The parties further acknowledge that Employee is not waiving or releasing any right or claim under this Agreement, the Consulting Agreement, or any right that she may have or accrue as a participant in any benefit plan and/or as a result of her continuation of employment in a part time capacity following her entry into this Agreement. Additionally, the Employee waives and releases any right she may have to recover any damages resulting from any action or suit instituted on her behalf by the Equal Employment Opportunity Commission, the Ohio Civil Rights Commission, the West Virginia Human Rights Commission, or other fair employment practices agencies based upon a claim she is waiving and releasing under this Agreement.

Excluded from this Transition Agreement and Release and Waiver of Claims (in addition to claims that may arise after this Agreement is executed, as provided above) are claims and rights which cannot be waived by law, including but not limited to the right to file a charge with or participate in an investigation conducted by certain government agencies. Employee does, however, waive her right to any monetary recovery should any agency pursue any claims which she has waived and released in this Section 4 on her behalf. Employee represents and warrants that she has not filed any complaint, charge, or lawsuit against WesBanco with any governmental agency and/or any court.

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In addition, Employee agrees never to sue WesBanco in any forum for any claim she has waived and released under this Section 4, except that she may bring a claim waived and released under this Section 4 under the ADEA to challenge this Transition Agreement and Release and Waiver of Claims. If she violates this Transition Agreement and Release and Waiver of Claims by suing WesBanco for a claim waived and released under this Section 4, other than such a claim under ADEA, Employee shall be liable to WesBanco for its reasonable attorney’s fees and other litigation costs and expenses incurred in defending against such a suit.

5.         Non-Compete Agreement . Employee agrees that for twenty-seven (27) months after separating from full time employment with WesBanco for any reason not, directly or indirectly, to accept employment with, act as a consultant to, or otherwise perform services that are substantially the same or similar to those for which the Employee was compensated by WesBanco (this comparison will be based on job-related functions and responsibilities and not on job title), for any business that is within a radius of fifty (50) miles of the City of Wheeling, which directly competes with any business in which WesBanco or any related or affiliated company (1) is engaged on the date the Employee separates from full time employment with WesBanco for any reason, (2) was engaged at any time within twenty-seven (27) months preceding the date the Employee terminates full time employment with WesBanco for any reason, or (3) in Employee’s kno