8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 3, 2012 (November 30, 2012)

WesBanco, Inc.

(Exact name of registrant as specified in its charter)

West Virginia	000-08467	55-0571723
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

1 Bank Plaza, Wheeling, WV	26003
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code       (304) 234-9000

Former name or former address, if changed since last report  Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

Effective November 30, 2012, WesBanco, Inc. (“WesBanco”) completed its previously announced merger with Fidelity Bancorp, Inc. (“Fidelity”). Pursuant to the Agreement and Plan of Merger, dated as of July 19, 2012, by and among WesBanco, WesBanco Bank, Inc., a wholly-owned subsidiary of WesBanco (“WesBanco Bank”), Fidelity and Fidelity Savings Bank, a Pennsylvania state-chartered stock savings bank and a wholly-owned subsidiary of Fidelity (“Fidelity Savings Bank”) (the “Merger Agreement”), Fidelity was merged with and into WesBanco, with WesBanco continuing as the surviving corporation (the “Merger”). As a result of the Merger, each outstanding share of Fidelity common stock, par value $0.01 (other than shares held by Fidelity), was converted into the right to receive (i) 0.8275 shares of WesBanco common stock, par value $2.0833 per share (“WesBanco Common Stock”) and (ii) $4.50 in cash, without interest.

Immediately following the completion of the Merger, Fidelity Savings Bank was merged with and into WesBanco Bank, with WesBanco Bank surviving the merger.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference as Exhibit 2.1.

Disclosure of the transaction discussed in Item 2.01 is made voluntarily and the Registrant does not believe that this transaction is an acquisition deemed to involve a significant amount of assets as defined in the Instructions to Item 2.01 of Form 8-K and therefore does not require disclosure.

Item 3.02                      Unregistered Sales of Equity Securities.

Repayment by WesBanco of Fidelity TARP Obligations to U.S. Treasury

The Merger Agreement provides, among other things, that unless earlier purchased by WesBanco or redeemed by Fidelity, each outstanding share of the Fixed Rate, Cumulative Perpetual Preferred Stock, Series B of Fidelity (the “Fidelity Preferred Stock”) issued to the U.S. Department of the Treasury (the “Treasury”) is to convert into the right to receive one share of WesBanco preferred stock with rights, preferences, privileges and voting powers and limitations and restrictions that are not materially less favorable as a whole than those of the Fidelity Preferred Stock. The Merger Agreement also provides that the warrant issued by Fidelity to the Treasury (the “Fidelity Warrant”) in connection with the issuance of the Fidelity Preferred Stock will convert into a warrant to purchase shares of WesBanco Common Stock, on substantially the same terms, subject to adjustments to the exercise price and number of shares underlying the warrant to give effect to the exchange ratio set forth in the Merger Agreement.

On November 30, 2012, in conjunction with the Merger, WesBanco repurchased the 7,000 shares of outstanding Fidelity Preferred Stock from the Treasury for an aggregate purchase price of approximately $7 million.

Upon effectiveness of the Merger on November 30, 2012, the Fidelity Warrant was converted into a 10-year warrant (the “WesBanco Warrant”) to purchase up to 100,448 shares of WesBanco Common Stock at an initial exercise price of $10.45 per share, subject to certain anti-dilution and other adjustments. The foregoing transaction was a private placement exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.

The foregoing descriptions of the Merger Agreement and the WesBanco Warrant do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement and the WesBanco Warrant, which are incorporated herein by reference as Exhibit 2.1 and Exhibit 4.1, respectively.

Description of WesBanco Warrant

The WesBanco Warrant is immediately exercisable. The WesBanco Warrant provides for the adjustment of the exercise price and the number of shares of WesBanco Common Stock issuable upon exercise pursuant to customary anti-dilution provisions, such as upon stock splits or distributions of securities or other assets to holders of WesBanco Common Stock, and upon certain issuances of WesBanco Common Stock at or below a specified price relative to the then-current market price of WesBanco Common Stock. The WesBanco Warrant expires on November 30, 2022.

The foregoing description of the WesBanco Warrant does not purport to be complete and is qualified in its entirety by reference to the WesBanco Warrant, which is incorporated herein by reference as Exhibit 4.1.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)On November 30, 2012, Richard G. Spencer, the President and Chief Executive Officer and a director of Fidelity, was appointed to the Board of Directors (the “Board”) of WesBanco, effective immediately following the consummation of the Merger, pursuant to the terms of the Merger Agreement.

Separately, in connection with the Merger, Mr. Spencer and WesBanco entered into a Consulting Agreement, dated December 3, 2012 (the “Consulting Agreement”), and Mr. Spencer, WesBanco, Fidelity and Fidelity Savings Bank entered into a Separation Agreement and Release and Waiver of Claims, dated December 3, 2012 (the “Separation Agreement”).  Pursuant to the Consulting Agreement, Mr. Spencer agreed to provide consulting services to WesBanco for a period of three years.  Mr. Spencer’s compensation for these consulting services was set at $64,333 per year.  In addition, Mr. Spencer will not receive a retainer fee for his service on the WesBanco Board but will receive meeting attendance fees.

Under the terms of the Separation Agreement, on December 3, 2012 Mr. Spencer received from WesBanco lump sum cash payments in the amounts of (i) $460,821, which represented a change in control payment under his employment agreement with Fidelity; and (ii) $58,561.20, which represented a portion of the continuation payments for country club dues, group life insurance benefits, supplemental medical insurance, long-term disability benefits, ESOP benefits and 401(k) plan benefits.  In addition, Mr. Spencer will be entitled to receive the remaining portion of continuation benefits in 12 monthly installments in the amount of $2,440.05 per month beginning in December 2014.  The Separation Agreement also provides monthly payments in the amount of $6,007.50 for 180 months under Mr. Spencer’s salary continuation agreement with Fidelity, with the first seven months to be paid in a lump sum of $42,052.50 in June 2013.  WesBanco also agreed to pay the premiums for health care coverage for Mr. Spencer and his spouse through December 3, 2015.  In consideration, Mr. Spencer provided a general release of claims.

The foregoing descriptions of the Consulting Agreement and the Separation Agreement contained in this Item 5.02 do not purport to be complete descriptions and are qualified in their entirety by reference to each of the Consulting Agreement and the Separation Agreement, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On November 30, 2012, WesBanco issued a press release announcing the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and is not to be incorporated by reference into any filing of WesBanco.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired. Disclosure of the transaction discussed in Item 2.01 is made voluntarily and the Registrant does not believe that this transaction is an acquisition deemed to involve a significant amount of assets as defined in the Instructions to Item 2.01 of Form 8-K and therefore does not require disclosure.

(d)  Exhibits:

2.1            Agreement and Plan of Merger, dated July 19, 2012, by and among WesBanco, Inc., WesBanco Bank, Inc., Fidelity Bancorp, Inc. and Fidelity Savings Bank (incorporated by reference to Exhibit 2.1 to WesBanco’s Current Report on Form 8-K filed on July 20, 2012).

4.1          Warrant to Purchase up to 100,448 shares of WesBanco common stock, dated November 30, 2012.

10.1          Consulting Agreement, dated December 3, 2012, by and between WesBanco, Inc. and Richard G. Spencer.

10.2          Separation Agreement and Release and Waiver of Claims, dated December 3, 2012, by and between Fidelity Bancorp, Inc., Fidelity Bank, PaSB, Richard G. Spencer   and WesBanco, Inc.

99.1                        Press release issued by WesBanco, dated November 30, 2012.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WesBanco, Inc.
	(Registrant)
Date:  December 3, 2012	/s/ Robert H. Young
	Robert H. Young
	Executive Vice President and
	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.                                           Description

2.1 Agreement and Plan of Merger, dated July 19, 2012, by and among WesBanco, Inc., WesBanco Bank, Inc., Fidelity Bancorp, Inc. and Fidelity Savings Bank (incorporated by reference to Exhibit 2.1 to WesBanco’s Current Report on Form 8-K filed on July 20, 2012).

4.1 Warrant to Purchase up to 100,448 shares of WesBanco common stock, dated November 30, 2012.

10.1 Consulting Agreement, dated December 3, 2012, by and between WesBanco, Inc. and Richard G. Spencer.

10.2 Separation Agreement and Release and Waiver of Claims, dated December 3, 2012, by and between Fidelity Bancorp, Inc., Fidelity Bank, PaSB, Richard G. Spencer and WesBanco, Inc.

99.1                                                        Press release issued by WesBanco, Inc., dated November 30, 2012.

EX-4.1

EXHIBIT 4.1

WARRANT TO PURCHASE COMMON STOCK

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.  THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF THE PURCHASE AGREEMENT (AS DEFINED HEREIN), A COPY OF WHICH IS ON FILE WITH THE ISSUER.  THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT.  ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

WARRANT

to purchase

100,448

Shares of Common Stock

of WesBanco, Inc.

Issue Date:  November 30, 2012

Section 1.Definitions.  Unless the context otherwise requires, when used herein the following terms shall have the meanings indicated.

“Affiliate” has the meaning ascribed to it in the Purchase Agreement.

“Appraisal Procedure” means a procedure whereby two independent appraisers, one chosen by the Company and one by the Original Warrantholder, shall mutually agree upon the determinations then the subject of appraisal.  Each party shall deliver a notice to the other appointing its appraiser within 15 days after the Appraisal Procedure is invoked.  If within 30 days after appointment of the two appraisers they are unable to agree upon the amount in question, a third independent appraiser shall be chosen within 10 days thereafter by the mutual consent of such first two appraisers.  The decision of the third appraiser so appointed and chosen shall be given within 30 days after the selection of such third appraiser.  If three appraisers shall be appointed and the determination of one appraiser is disparate from the middle determination by more than twice the amount by which the other determination is disparate from the middle determination, then the determination of such appraiser shall be excluded, the remaining two determinations shall be averaged and such average shall be binding and conclusive upon the Company and the Original Warrantholder; otherwise, the average of all three determinations shall be binding upon the Company and the Original Warrantholder.  The costs of conducting any Appraisal Procedure shall be borne by the Company.

“Board of Directors” means the board of directors of the Company, including any duly authorized committee thereof.

“Business Combination” means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Company’s stockholders.

“business day” means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.

“Capital Stock” means (a) with respect to any Person that is a corporation or company, any and all shares, interests, participations or other equivalents (however designated) of capital or capital stock of such Person and (b) with respect to any Person that is not a corporation or company, any and all partnership or other equity interests of such Person.

“Charter” means, with respect to any Person, its certificate or articles of incorporation, articles of association, or similar organizational document.

“Common Stock” means the common stock, $2.0833 par value per share, of Wesbanco, Inc.

“Company” means the Person whose name, corporate or other organizational form and jurisdiction of organization is set forth in Item 1 of Schedule A hereto.

“conversion” has the meaning set forth in Section 13(b).

“convertible securities” has the meaning set forth in Section 13(b).

“CPP” has the meaning ascribed to it in the Purchase Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Exercise Price” means the amount set forth in Item 2 of Schedule A hereto.

“Expiration Time” has the meaning set forth in Section 3.

“Fair Market Value” means, with respect to any security or other property, the fair market value of such security or other property as determined by the Board of Directors, acting in good faith or, with respect to Section 14, as determined by the Original Warrantholder acting in good faith.  For so long as the Original Warrantholder holds this Warrant or any portion thereof, it may object in writing to the Board of Director’s calculation of fair market value within 10 days of receipt of written notice thereof.  If the Original Warrantholder and the Company are unable to agree on fair market value during the 10-day period following the delivery of the Original Warrantholder’s objection, the Appraisal Procedure may be invoked by either party to determine Fair Market Value by delivering written notification thereof not later than the 30th day after delivery of the Original Warrantholder’s objection.

“Governmental Entities” has the meaning ascribed to it in the Purchase Agreement.

“Initial Number” has the meaning set forth in Section 13(b).

“Issue Date” means the date set forth in Item 3 of Schedule A hereto.

“Market Price” means, with respect to a particular security, on any given day, the last reported sale price regular way or, in case no such reported sale takes place on such day, the average of the last closing bid and ask prices regular way, in either case on the principal national securities exchange on which the applicable securities are listed or admitted to trading, or if not listed or admitted to trading on any national securities exchange, the average of the closing bid and ask prices as furnished by two members of the Financial Industry Regulatory Authority, Inc. selected from time to time by the Company for that purpose.  “Market Price” shall be determined without reference to after hours or extended hours trading.  If such security is not listed and traded in a manner that the quotations referred to above are available for the period required hereunder, the Market Price per share of Common Stock shall be deemed to be (i) in the event that any portion of the Warrant is held by the Original Warrantholder, the fair market value per share of such security as determined in good faith by the Original Warrantholder or (ii) in all other circumstances, the fair market value per share of such security as determined in good faith by the Board of Directors in reliance on an opinion of a nationally recognized independent investment banking corporation retained by the Company for this purpose and certified in a resolution to the Warrantholder.  For the purposes of determining the Market Price of the Common Stock on the “trading day” preceding, on or following the occurrence of an event, (i) that trading day shall be deemed to commence immediately after the regular scheduled closing time of trading on the New York Stock Exchange or, if trading is closed at an earlier time, such earlier time and (ii) that trading day shall end at the next regular scheduled closing time, or if trading is closed at an earlier time, such earlier time (for the avoidance of doubt, and as an example, if the Market Price is to be determined as of the last trading day preceding a specified event and the closing time of trading on a particular day is 4:00 p.m. and the specified event occurs at 5:00 p.m. on that day, the Market Price would be determined by reference to such 4:00 p.m. closing price).

“Ordinary Cash Dividends” means a regular quarterly cash dividend on shares of Common Stock out of surplus or net profits legally available therefor (determined in accordance with generally accepted accounting principles in effect from time to time), provided that Ordinary Cash Dividends shall not include any cash dividends paid subsequent to the Issue Date to the extent the aggregate per share dividends paid on the outstanding Common Stock in any quarter exceed the amount set forth in Item 4 of Schedule A hereto, as adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

“Original Warrantholder” means the United States Department of the Treasury.  Any actions specified to be taken by the Original Warrantholder hereunder may only be taken by such Person and not by any other Warrantholder.

“Permitted Transactions” has the meaning set forth in Section 13(b).

“Person” has the meaning given to it in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.

“Per Share Fair Market Value” has the meaning set forth in Section 13(C).

“Pro Rata Repurchases” means any purchase of shares of Common Stock by the Company or any Affiliate thereof pursuant to (a) any tender offer or exchange offer subject to Section 13(e) or 14(e) of the Exchange Act or Regulation 14E promulgated thereunder or (b) any other offer available to substantially all holders of Common Stock, in the case of both (a) or (b), whether for cash, shares of Capital Stock of the Company, other securities of the Company, evidences of indebtedness of the Company or any other Person or any other property (including, without limitation, shares of Capital Stock, other securities or evidences of indebtedness of a subsidiary), or any combination thereof, effected while this Warrant is outstanding.  The “Effective Date” of a Pro Rata Repurchase shall mean the date of acceptance of shares for purchase or exchange by the Company under any tender or exchange offer which is a Pro Rata Repurchase or the date of purchase with respect to any Pro Rata Repurchase that is not a tender or exchange offer.

“Purchase Agreement” means the Securities Purchase Agreement – Standard Terms incorporated into the Letter Agreement, dated as of the date set forth in Item 5 of Schedule A hereto, as amended from time to time, between Fidelity Bancorp, Inc. and the United States Department of the Treasury (the “Letter Agreement”), including all annexes and schedules thereto.

“Regulatory Approvals” with respect to the Warrantholder, means, to the extent applicable and required to permit the Warrantholder to exercise this Warrant for shares of Common Stock and to own such Common Stock without the Warrantholder being in violation of applicable law, rule or regulation, the receipt of any necessary approvals and authorizations of, filings and registrations with, notifications to, or expiration or termination of any applicable waiting period under, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“Shares” has the meaning set forth in Section 2.

“trading day” means (a) if the shares of Common Stock are not traded on any national or regional securities exchange or association or over-the-counter market, a business day or (b) if the shares of Common Stock are traded on any national or regional securities exchange or association or over-the-counter market, a business day on which such relevant exchange or quotation system is scheduled to be open for business and on which the shares of Common Stock (i) are not suspended from trading on any national or regional securities exchange or association or over-the-counter market for any period or periods aggregating one half hour or longer; and (ii) have traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of the shares of Common Stock.

“U.S. GAAP” means United States generally accepted accounting principles.

“Warrantholder” has the meaning set forth in Section 2.

“Warrant” means this Warrant, issued pursuant to the Securities Purchase Agreement, dated as of November 28, 2012, by and among the United States Department of the Treasury, Fidelity Bancorp, Inc. and WesBanco, Inc.

Section 2.Number of Shares; Exercise Price.  This certifies that, for value received, the United States Department of the Treasury or its permitted assigns (the “Warrantholder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, to acquire from the Company, in whole or in part, after the receipt of all applicable Regulatory Approvals, if any, up to an aggregate of the number of fully paid and nonassessable shares of Common Stock set forth in Item 6 of Schedule A hereto, at a purchase price per share of Common Stock equal to the Exercise Price.  The number of shares of Common Stock (the “Shares”) and the Exercise Price are subject to adjustment as provided herein, and all references to “Common Stock,” “Shares” and “Exercise Price” herein shall be deemed to include any such adjustment or series of adjustments.

Section 3.Exercise of Warrant; Term.  Subject to Section 2, to the extent permitted by applicable laws and regulations, the right to purchase the Shares represented by this Warrant is exercisable, in whole or in part by the Warrantholder, at any time or from time to time after the execution and delivery of this Warrant by the Company on the date hereof, but in no event later than 5:00 p.m., New York City time on the tenth anniversary of the Issue Date (the “Expiration Time”), by (a) the surrender of this Warrant and Notice of Exercise annexed hereto, duly completed and executed on behalf of the Warrantholder, at the principal executive office of the Company located at the address set forth in Item 7 of Schedule A hereto (or such other office or agency of the Company in the United States as it may designate by notice in writing to the Warrantholder at the address of the Warrantholder appearing on the books of the Company), and (b) payment of the Exercise Price for the Shares thereby purchased:

(i)by having the Company withhold, from the shares of Common Stock that would otherwise be delivered to the Warrantholder upon such exercise, shares of Common stock issuable upon exercise of the Warrant equal in value to the aggregate Exercise Price as to which this Warrant is so exercised based on the Market Price of the Common Stock on the trading day on which this Warrant is exercised and the Notice of Exercise is delivered to the Company pursuant to this Section 3, or

(ii)with the consent of both the Company and the Warrantholder, by tendering in cash, by certified or cashier’s check payable to the order of the Company, or by wire transfer of immediately available funds to an account designated by the Company.

If the Warrantholder does not exercise this Warrant in its entirety, the Warrantholder will be entitled to receive from the Company within a reasonable time, and in any event not exceeding three business days, a new warrant in substantially identical form for the purchase of that number of Shares equal to the difference between the number of Shares subject to this Warrant and the number of Shares as to which this Warrant is so exercised.  Notwithstanding anything in this Warrant to the contrary, the Warrantholder hereby acknowledges and agrees that its exercise of this Warrant for Shares is subject to the condition that the Warrantholder will have first received any applicable Regulatory Approvals.

Section 4.Issuance of Shares; Authorization; Listing.  Certificates for Shares issued upon exercise of this Warrant will be issued in such name or names as the Warrantholder may designate and will be delivered to such named Person or Persons within a reasonable time, not to exceed three business days after the date on which this Warrant has been duly exercised in accordance with the terms of this Warrant.  The Company hereby represents and warrants that any Shares issued upon the exercise of this Warrant in accordance with the provisions of Section 3 will be duly and validly authorized and issued, fully paid and nonassessable and free from all taxes, liens and charges (other than liens or charges created by the Warrantholder, income and franchise taxes incurred in connection with the exercise of the Warrant or taxes in respect of any transfer occurring contemporaneously therewith).  The Company agrees that the Shares so issued will be deemed to have been issued to the Warrantholder as of the close of business on the date on which this Warrant and payment of the Exercise Price are delivered to the Company in accordance with the terms of this Warrant, notwithstanding that the stock transfer books of the Company may then be closed or certificates representing such Shares may not be actually delivered on such date.  The Company will at all times reserve and keep available, out of its authorized but unissued Common Stock, solely for the purpose of providing for the exercise of this Warrant, the aggregate number of shares of Common Stock then issuable upon exercise of this Warrant at any time.  The Company will (a) procure, at its sole expense, the listing of the Shares issuable upon exercise of this Warrant at any time, subject to issuance or notice of issuance, on all principal stock exchanges on which the Common Stock is then listed or traded and (b) maintain such listings of such Shares at all times after issuance.  The Company will use reasonable best efforts to ensure that the Shares may be issued without violation of any applicable law or regulation or of any requirement of any securities exchange on which the Shares are listed or traded.

Section 5.No Fractional Shares or Scrip.  No fractional Shares or scrip representing fractional Shares shall be issued upon any exercise of this Warrant.  In lieu of any fractional Share to which the Warrantholder would otherwise be entitled, the Warrantholder shall be entitled to receive a cash payment equal to the Market Price of the Common Stock on the last trading day preceding the date of exercise less the pro-rated Exercise Price for such fractional share.

Section 6.No Rights as Stockholders; Transfer Books.  This Warrant does not entitle the Warrantholder to any voting rights or other rights as a stockholder of the Company prior to the date of exercise hereof.  The Company will at no time close its transfer books against transfer of this Warrant in any manner which interferes with the timely exercise of this Warrant.

Section 7.Charges, Taxes and Expenses.  Issuance of certificates for Shares to the Warrantholder upon the exercise of this Warrant shall be made without charge to the Warrantholder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company.

Section 8.Transfer/Assignment.  (a)  Subject to compliance with clause (b) of this Section 8, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency of the Company described in Section 3.  All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 8 shall be paid by the Company.

(b)The transfer of the Warrant and the Shares issued upon exercise of the Warrant are subject to the restrictions set forth in Section 4.4 of the Purchase Agreement.  If and for so long as required by the Purchase Agreement, this Warrant shall contain the legends as set forth in Sections 4.2(a) and 4.2(b) of the Purchase Agreement.

Section 9.Exchange and Registry of Warrant.  This Warrant is exchangeable, upon the surrender hereof by the Warrantholder to the Company, for a new warrant or warrants of like tenor and representing the right to purchase the same aggregate number of Shares.  The Company shall maintain a registry showing the name and address of the Warrantholder as the registered holder of this Warrant.  This Warrant may be surrendered for exchange or exercise in accordance with its terms, at the office of the Company, and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.

Section 10.Loss, Theft, Destruction or Mutilation of Warrant.  Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in the case of any such loss, theft or destruction, upon receipt of a bond, indemnity or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Warrant, the Company shall make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same aggregate number of Shares as provided for in such lost, stolen, destroyed or mutilated Warrant.

Section 11.Saturdays, Sundays, Holidays, etc.  If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a business day, then such action may be taken or such right may be exercised on the next succeeding day that is a business day.

Section 12.Rule 144 Information.  The Company covenants that it will use its reasonable best efforts to timely file all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Warrantholder, make publicly available such information as necessary to permit sales pursuant to Rule 144 under the Securities Act), and it will use reasonable best efforts to take such further action as any Warrantholder may reasonably request, in each case to the extent required from time to time to enable such holder to, if permitted by the terms of this Warrant and the Purchase Agreement, sell this Warrant without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (b) any successor rule or regulation hereafter adopted by the SEC.  Upon the written request of any Warrantholder, the Company will deliver to such Warrantholder a written statement that it has complied with such requirements.

Section 13.Adjustments and Other Rights.  The Exercise Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows; provided, that if more than one subsection of this Section 13 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 13 so as to result in duplication:

(a)Stock Splits, Subdivisions, Reclassifications or Combinations.  If the Company shall (i) declare and pay a dividend or make a distribution on its Common Stock in shares of Common Stock, (ii) subdivide or reclassify the outstanding shares of Common Stock into a greater number of shares, or (iii) combine or reclassify the outstanding shares of Common Stock into a smaller number of shares, the number of Shares issuable upon exercise of this Warrant at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the Warrantholder after such date shall be entitled to purchase the number of shares of Common Stock which such holder would have owned or been entitled to receive in respect of the shares of Common Stock subject to this Warrant after such date had this Warrant been exercised immediately prior to such date.  In such event, the Exercise Price in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be adjusted to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment and (2) the Exercise Price in effect immediately prior to the record or effective date, as the case may be, for the dividend, distribution, subdivision, combination or reclassification giving rise to this adjustment by (y) the new number of Shares issuable upon exercise of the Warrant determined pursuant to the immediately preceding sentence.

(b)Certain Issuances of Common Shares or Convertible Securities.  Until the earlier of (i) the date on which the Original Warrantholder no longer holds this Warrant or any portion thereof and (ii) the third anniversary of the Issue Date, if the Company shall issue shares of Common Stock (or rights or warrants or other securities exercisable or convertible into or exchangeable (collectively, a “conversion”) for shares of Common Stock) (collectively, “convertible securities”) (other than in Permitted Transactions (as defined below) or a transaction to which subsection (a) of this Section 13 is applicable) without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% of the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities) then, in such event:

(i)the number of Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) (the “Initial Number”) shall be increased to the number obtained by multiplying the Initial Number by a fraction (a) the numerator of which shall be the sum of (x) the number of shares of Common Stock of the Company outstanding on such date and (y) the number of additional shares of Common Stock issued (or into which convertible securities may be exercised or convert) and (b) the denominator of which shall be the sum of (I) the number of shares of Common Stock outstanding on such date and (II) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Market Price on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities); and

(ii)the Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (i) above.

For purposes of the foregoing, the aggregate consideration receivable by the Company in connection with the issuance of such shares of Common Stock or convertible securities shall be deemed to be equal to the sum of the net offering price (including the Fair Market Value of any non-cash consideration and after deduction of any related expenses payable to third parties) of all such securities plus the minimum aggregate amount, if any, payable upon exercise or conversion of any such convertible securities into shares of Common Stock; and “Permitted Transactions” shall mean issuances (i) as consideration for or to fund the acquisition of businesses and/or related assets, (ii) in connection with employee benefit plans and compensation related arrangements in the ordinary course and consistent with past practice approved by the Board of Directors, (iii) in connection with a public or broadly marketed offering and sale of Common Stock or convertible securities for cash conducted by the Company or its affiliates pursuant to registration under the Securities Act or Rule 144A thereunder on a basis consistent with capital raising transactions by comparable financial institutions and (iv) in connection with the exercise of preemptive rights on terms existing as of the Issue Date.  Any adjustment made pursuant to this Section 13(b) shall become effective immediately upon the date of such issuance.

(c)Other Distributions.  In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding Ordinary Cash Dividends, dividends of its Common Stock and other dividends or distributions referred to in Section 13(a)), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (x) the Market Price of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the principal national securities exchange on which the Common Stock is listed or admitted to trading without the right to receive such distribution, minus the amount of cash and/or the Fair Market Value of the securities, evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (such amount and/or Fair Market Value, the “Per Share Fair Market Value”) divided by (y) such Market Price on such date specified in clause (x); such adjustment shall be made successively whenever such a record date is fixed.  In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence.  In the case of adjustment for a cash dividend that is, or is coincident with, a regular quarterly cash dividend, the Per Share Fair Market Value would be reduced by the per share amount of the portion of the cash dividend that would constitute an Ordinary Cash Dividend.  In the event that such distribution is not so made, the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants, as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise of this Warrant if such record date had not been fixed.

(d)Certain Repurchases of Common Stock.  In case the Company effects a Pro Rata Repurchase of Common Stock, then the Exercise Price shall be reduced to the price determined by multiplying the Exercise Price in effect immediately prior to the Effective Date of such Pro Rata Repurchase by a fraction of which the numerator shall be (i) the product of (x) the number of shares of Common Stock outstanding immediately before such Pro Rata Repurchase and (y) the Market Price of a share of Common Stock on the trading day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase, minus (ii) the aggregate purchase price of the Pro Rata Repurchase, and of which the denominator shall be the product of (i) the number of shares of Common Stock outstanding immediately prior to such Pro Rata Repurchase minus the number of shares of Common Stock so repurchased and (ii) the Market Price per share of Common Stock on the trading day immediately preceding the first public announcement by the Company or any of its Affiliates of the intent to effect such Pro Rata Repurchase.  In such event, the number of shares of Common Stock issuable upon the exercise of this Warrant shall be increased to the number obtained by dividing (x) the product of (1) the number of Shares issuable upon the exercise of this Warrant before such adjustment, and (2) the Exercise Price in effect immediately prior to the Pro Rata Repurchase giving rise to this adjustment by (y) the new Exercise Price determined in accordance with the immediately preceding sentence.  For the avoidance of doubt, no increase to the Exercise Price or decrease in the number of Shares issuable upon exercise of this Warrant shall be made pursuant to this Section 13(D).

(e)Business Combinations.  In case of any Business Combination or reclassification of Common Stock (other than a reclassification of Common Stock referred to in Section 13(a)), the Warrantholder’s right to receive Shares upon exercise of this Warrant shall be converted into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) which the Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the Warrantholder shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to the Warrantholder’s right to exercise this Warrant in exchange for any shares of stock or other securities or property pursuant to this paragraph.  In determining the kind and amount of stock, securities or the property receivable upon exercise of this Warrant following the consummation of such Business Combination, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the consideration that the Warrantholder shall be entitled to receive upon exercise shall be deemed to be the types and amounts of consideration received by the majority of all holders of the shares of common stock that affirmatively make an election (or of all such holders if none make an election).

(f)Rounding of Calculations; Minimum Adjustments.  All calculations under this Section 13 shall be made to the nearest one-tenth (1/10th) of a cent or to the nearest one-hundredth (1/100th) of a share, as the case may be.  Any provision of this Section 13 to the contrary notwithstanding, no adjustment in the Exercise Price or the number of Shares into which this Warrant is exercisable shall be made if the amount of such adjustment would be less than $0.01 or one-tenth (1/10th) of a share of Common Stock, but any such amount shall be carried forward and an adjustment with respect thereto shall be made at the time of and together with any subsequent adjustment which, together with such amount and any other amount or amounts so carried forward, shall aggregate $0.01 or 1/10th of a share of Common Stock, or more.

(g)Timing of Issuance of Additional Common Stock Upon Certain Adjustments.  In any case in which the provisions of this Section 13 shall require that an adjustment shall become effective immediately after a record date for an event, the Company may defer until the occurrence of such event (i) issuing to the Warrantholder of this Warrant exercised after such record date and before the occurrence of such event the additional shares of Common Stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of Common Stock issuable upon such exercise before giving effect to such adjustment and (ii) paying to such Warrantholder any amount of cash in lieu of a fractional share of Common Stock; provided, however, that the Company upon request shall deliver to such Warrantholder a due bill or other appropriate instrument evidencing such Warrantholder’s right to receive such additional shares, and such cash, upon the occurrence of the event requiring such adjustment.

(h)[Intentionally Omitted].

(i)Other Events.  For so long as the Original Warrantholder holds this Warrant or any portion thereof, if any event occurs as to which the provisions of this Section 13 are not strictly applicable or, if strictly applicable, would not, in the good faith judgment of the Board of Directors of the Company, fairly and adequately protect the purchase rights of the Warrants in accordance with the essential intent and principles of such provisions, then the Board of Directors shall make such adjustments in the application of such provisions, in accordance with such essential intent and principles, as shall be reasonably necessary, in the good faith opinion of the Board of Directors, to protect such purchase rights as aforesaid.  The Exercise Price or the number of Shares into which this Warrant is exercisable shall not be adjusted in the event of a change in the par value of the Common Stock or a change in the jurisdiction of incorporation of the Company.

(j)Statement Regarding Adjustments.  Whenever the Exercise Price or the number of Shares into which this Warrant is exercisable shall be adjusted as provided in Section 13, the Company shall forthwith file at the principal office of the Company a statement showing in reasonable detail the facts requiring such adjustment and the Exercise Price that shall be in effect and the number of Shares into which this Warrant shall be exercisable after such adjustment, and the Company shall also cause a copy of such statement to be sent by mail, first class postage prepaid, to each Warrantholder at the address appearing in the Company’s records.

(k)Notice of Adjustment Event.  In the event that the Company shall propose to take any action of the type described in this Section 13 (but only if the action of the type described in this Section 13 would result in an adjustment in the Exercise Price or the number of Shares into which this Warrant is exercisable or a change in the type of securities or property to be delivered upon exercise of this Warrant), the Company shall give notice to the Warrantholder, in the manner set forth in Section 13(J), which notice shall specify the record date, if any, with respect to any such action and the approximate date on which such action is to take place.  Such notice shall also set forth the facts with respect thereto as shall be reasonably necessary to indicate the effect on the Exercise Price and the number, kind or class of shares or other securities or property which shall be deliverable upon exercise of this Warrant.  In the case of any action which would require the fixing of a record date, such notice shall be given at least 10 days prior to the date so fixed, and in case of all other action, such notice shall be given at least 15 days prior to the taking of such proposed action.  Failure to give such notice, or any defect therein, shall not affect the legality or validity of any such action.

(l)Proceedings Prior to Any Action Requiring Adjustment.  As a condition precedent to the taking of any action which would require an adjustment pursuant to this Section 13, the Company shall take any action which may be necessary, including obtaining regulatory, New York Stock Exchange, NASDAQ Stock Market or other applicable national securities exchange or stockholder approvals or exemptions, in order that the Company may thereafter validly and legally issue as fully paid and nonassessable all shares of Common Stock that the Warrantholder is entitled to receive upon exercise of this Warrant pursuant to this Section 13.

(m)Adjustment Rules.  Any adjustments pursuant to this Section 13 shall be made successively whenever an event referred to herein shall occur.  If an adjustment in Exercise Price made hereunder would reduce the Exercise Price to an amount below par value of the Common Stock, then such adjustment in Exercise Price made hereunder shall reduce the Exercise Price to the par value of the Common Stock.

Section 14.Exchange.  At any time following the date on which the shares of Common Stock of the Company are no longer listed or admitted to trading on a national securities exchange (other than in connection with any Business Combination), the Original Warrantholder may cause the Company to exchange all or a portion of this Warrant for an economic interest (to be determined by the Original Warrantholder after consultation with the Company) of the Company classified as permanent equity under U.S. GAAP having a value equal to the Fair Market Value of the portion of the Warrant so exchanged.  The Original Warrantholder shall calculate any Fair Market Value required to be calculated pursuant to this Section 14, which shall not be subject to the Appraisal Procedure.

Section 15.No Impairment.  The Company will not, by amendment of its Charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholder.

Section 16.Governing Law.  This Warrant will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.  Each of the Company and the Warrantholder agrees (a) to submit to the exclusive jurisdiction and venue of the United States District Court for the District of Columbia for any civil action, suit or proceeding arising out of or relating to this Warrant or the transactions contemplated hereby, and (b) that notice may be served upon the Company at the address in Section 20 below and upon the Warrantholder at the address for the Warrantholder set forth in the registry maintained by the Company pursuant to Section 9 hereof.  To the extent permitted by applicable law, each of the Company and the Warrantholder hereby unconditionally waives trial by jury in any civil legal action or proceeding relating to the Warrant or the transactions contemplated hereby or thereby.

Section 17.Binding Effect.  This Warrant shall be binding upon any successors or assigns of the Company.

Section 18.Amendments.  This Warrant may be amended and the observance of any term of this Warrant may be waived only with the written consent of the Company and the Warrantholder.

Section 19.Prohibited Actions.  The Company agrees that it will not take any action which would entitle the Warrantholder to an adjustment of the Exercise Price if the total number of shares of Common Stock issuable after such action upon exercise of this Warrant, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon the exercise of all outstanding options, warrants, conversion and other rights, would exceed the total number of shares of Common Stock then authorized by its Charter.

Section 20.Notices.  Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, or (b) on the second business day following the date of dispatch if delivered by a recognized next day courier service.  All notices hereunder shall be delivered as set forth in Item 8 of Schedule A hereto, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.

Section 21.Entire Agreement.  This Warrant, the forms attached hereto and Schedule A hereto (the terms of which are incorporated by reference herein), and the Letter Agreement (including all documents incorporated therein), contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous arrangements or undertakings with respect thereto.

[Remainder of page intentionally left blank]

[Form of Notice of Exercise]

Date: _________

To: WesBanco, Inc.

Re: Election to Purchase Common Stock

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby agrees to subscribe for and purchase the number of shares of the Common Stock set forth below covered by such Warrant.  The undersigned, in accordance with Section 3 of the Warrant, hereby agrees to pay the aggregate Exercise Price for such shares of Common Stock in the manner set forth below.  A new warrant evidencing the remaining shares of Common Stock covered by such Warrant, but not yet subscribed for and purchased, if any, should be issued in the name set forth below.

Number of Shares of Common Stock_____

Method of Payment of Exercise Price (note if cashless exercise pursuant to Section 3(i) of the Warrant or cash exercise pursuant to Section 3(ii) of the Warrant, with consent of the Company and the Warrantholder)_____

Aggregate Exercise Price:_____

Holder:

By:

Name:

Title:

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by a duly authorized officer.

Dated:   November 30, 2012

COMPANY:

WESBANCO, INC.

By: /s/ Paul M. Limbert

Name: Paul M. Limbert

Title: President

Attest:

By: /s/ Linda M. Woodfin

Name: Linda M. Woodfin

Title: Secretary

[Signature Page to Warrant]

Schedule A

Item 1

Name:  WesBanco, Inc.

Corporate or other organizational form:  Corporation

Jurisdiction of organization:  State of West Virginia

Item 2

Exercise Price:  $10.45

Item 3

Issue Date:  November 30, 2012

Item 4

Amount of last dividend declared prior to the Issue Date:  $0.18

Item 5

Date of Letter Agreement between Fidelity Bancorp, Inc. and the United States Department of the Treasury:  December 12, 2008

Item 6

Number of shares of Common Stock:  100,448

Item 7

Company’s address:

1 Bank Plaza

Wheeling, WV  26003

Item 8

Notice information:

If to the Company:

WesBanco, Inc.

1 Bank Plaza

Wheeling, WV  26003

Attention:  Chief Executive Officer

Facsimile:  (304) 234-9450

If to the Warrantholder:

United States Department of Treasury

1500 Pennsylvania Avenue, N.W., Room 2312

Washington, DC 20220

Attention: Assistant General Counsel (Banking and Finance)

Facsimile: (202) 622-1974

Sch. A-1

EX-10.1

EXHIBIT 10.1

CONSULTING AGREEMENT

THIS AGREEMENT, made this 3rd day of December, 2012, by and between WESBANCO, INC., a West Virginia corporation, party of the first part (hereinafter called “Wesbanco”), and RICHARD G. SPENCER, of Pittsburgh, Pennsylvania, party of the second part (hereinafter called “Consultant”).

WHEREAS, the Consultant has heretofore served as the Chief Executive Officer of Fidelity Bancorp, Inc. (“Fidelity”) for a significant number of years and in that capacity has established significant contacts and relationships with customers of Fidelity and its banking subsidiary, as well as with banking institutions in markets served by Fidelity and Wesbanco, and

WHEREAS, Fidelity and Wesbanco, and their wholly owned banking subsidiaries, have executed an Agreement and Plan of Merger dated the 19th day of July, 2012, providing for the acquisition of Fidelity by Wesbanco and the merger of Fidelity’s banking subsidiary with and into the banking subsidiary of Wesbanco, and

WHEREAS, Consultant will retire as an executive officer as of the date of such merger but will be appointed to the Board of Directors of Wesbanco to serve for a full three (3) year term subject to approval of the shareholders of Wesbanco, and

WHEREAS, Wesbanco desires to retain the services of Consultant after his retirement, as hereinafter set forth, and in connection with the continuing activities of Wesbanco, to be assured of his services on the terms and conditions hereinafter set forth, and

WHEREAS, Consultant is willing to provide such services in accordance with the terms and conditions of this Agreement, and

NOW, THEREFORE, THIS AGREEMENT WITNESSETH:  That for and in consideration of the mutual promises and covenants hereinafter contained, the parties hereto do hereby agree as follows:

1.           CONSULTING RELATIONSHIP.  Wesbanco hereby retains Consultant to render services (as hereinafter defined) as may be requested from time to time by the Board of Directors, Executive Committee or President of Wesbanco.  Consultant hereby agrees to render such services for the compensation herein provided, agrees to be available at such times and in such places as are mutually agreeable and with reasonable notice, and agrees to give his best efforts to such services so long as they shall be required hereunder.

2.           COMPENSATION.  Subject to the terms of this Agreement, Consultant shall be paid for services rendered at a fixed rate of Sixty-four Thousand Three Hundred Thirty-three Dollars ($64,333.00) per year or, specifically Five Thousand Three Hundred Sixty-one Dollars and Eleven Cents ($5,361.11) per month during the term of this Agreement, payable monthly throughout the term of this Agreement.  In addition, Consultant shall be entitled to be reimbursed his reasonable and necessary business expenses incurred in connection with the services to be performed hereunder.  Consultant shall also be paid additional attendance fees as a member of the Board of Directors of Wesbanco for meetings attended in accordance with the policies for payment of Directors’ fees by such corporation.  No quarterly retainer fee shall be paid to Consultant as a member of the Board of Directors.

3.           TERM.  The term of this Consulting Agreement shall be for a term of three (3) years from and after the date hereof, and shall terminate on the third anniversary thereof.

4.           SERVICES.  The services to be provided by Consultant hereunder shall consist of such advice and services as may be requested from time to time by the Board of Directors, Executive Committee or President of Wesbanco in connection with the present and future corporate activities of Wesbanco.  It is anticipated that Consultant shall assist Wesbanco and its management in maintaining the key customer relationships Consultant established while serving as the CEO of Fidelity, and that Consultant shall assist Wesbanco in pursuing merger and acquisition candidates for expansion purposes.  It is anticipated that Consultant shall provide services to Wesbanco up to twenty (20) hours per month.

5.           CONFIDENTIAL INFORMATION.  Without the prior written consent of Wesbanco, Consultant shall not, directly or indirectly, divulge to any person, or use for his own benefit, any confidential information concerning the business, affairs, customers or acquisition candidates of Wesbanco, acquired by him during his previous employment with Fidelity or during the performance of his duties hereunder, it being the intent of Wesbanco and Consultant to restrict Consultant from disseminating or using any information which is unpublished and not readily available to the general public.

6.           DELEGATION OF DUTIES, ASSIGNMENT OF RIGHTS, AND AMENDMENT.  Consultant may not delegate the performance of any of his obligations or duties except as to such duties as may be performed by employees of the holding company or its affiliate banks in the ordinary course of their duties, nor assign any rights hereunder without the prior written consent of Wesbanco.  Any such purported delegation or assignment in the absence of such written consent shall be void.  This Consulting Agreement cannot be altered or otherwise amended except pursuant to an instrument in writing signed by each of the parties hereto.

7.           GOVERNING LAW AND ENTIRE AGREEMENT.  This Consulting Agreement shall be construed and governed in accordance with the laws of the State of West Virginia, contains the entire agreement between the parties with respect to the services contemplated herein, and supersedes all previous commitments in writing between the parties hereto.

8.           MEMBERSHIP ON THE BOARD OF DIRECTORS.  In connection with the Consultant’s continuing service to Wesbanco, Consultant shall be appointed to a position as a member of the Board of Directors of Wesbanco to serve until the next annual meeting of shareholders of Wesbanco on April 17, 2013.  Wesbanco shall also include Consultant on the list of nominees for which Wesbanco’s Board of Directors shall solicit proxies at such meeting for a full three (3) year term.

9.           INDEPENDENT CONTRACTOR.  It is the intention of the parties hereto that Consultant shall perform services hereunder as an independent contractor and the consulting arrangement hereunder shall not constitute an employment relationship, nor shall Consultant be considered an employee of Wesbanco for any purpose.

10.           TERMINATION.  In the event of the death or permanent disability of Consultant during the term of this Agreement, this Agreement shall terminate and be of no further force and effect.  Permanent disability shall mean the inability of Consultant to provide services hereunder for a continuing period of twelve (12) consecutive months, whereupon this Agreement shall terminate.

WITNESS the following signatures:

WESBANCO, INC., a West Virginia

corporation

By /s/ Paul M. Limbert

Its  President

/s/ Richard G. Spencer

RICHARD G. SPENCER

EX-10.2

EXHIBIT 10.2

SEPARATION AGREEMENT AND RELEASE

AND WAIVER OF CLAIMS

THIS AGREEMENT, made and entered into this 3rd day of  December, 2012, by and between FIDELITY BANCORP, INC. (hereinafter referred to as “Fidelity”), FIDELITY BANK, PaSB (hereinafter referred to as “Bank”), RICHARD G. SPENCER (hereinafter referred to as “Employee”), and WESBANCO, INC., a West Virginia corporation (hereinafter referred to as “WesBanco”).

WHEREAS, Fidelity, Bank, WesBanco and WesBanco Bank, Inc. have entered into an Agreement and Plan of Merger dated July 19, 2012 (the “Merger Agreement”) which provides for the merger of Bank with and into Wesbanco Bank, Inc. (the “Merger”) and Employee is presently employed by Bank, and this Agreement will become effective only upon consummation of the Merger, and

WHEREAS, Employee is serving as an executive officer of the Bank as of the date hereof and is a party to an Amended and Restated Employment Agreement dated December 19, 2008, modified by Addendum Number One dated December 19, 2010, and Addendum Number Two dated December 19, 2011, (collectively the “Employment Agreement”), which the Employee agrees will be triggered by the Merger and will be terminated on December 3, 2012 upon payment by WesBanco of the change in control benefits provided under Section 5(c)(ii)(A) and (B) thereof, which the parties agree shall be in the amount of Four Hundred Sixty Thousand Eight Hundred Twenty-one Dollars ($460,821.00), payable in a lump sum on December 3, 2012 (as defined in this Merger Agreement) (the “Change in Control Payment”) and the other benefits herein provided, and

WHEREAS, it is anticipated that the Employee will also execute a Consulting Agreement and a Non-Competition Agreement on December 3, 2012 and this Agreement is expressly conditioned on the execution of such agreements by the parties hereto.

WITNESSETH THAT:  In consideration of the mutual promises and undertakings hereinafter set forth, the parties hereto agree as follows:

1.           Separation from Employment.  Employee agrees to voluntarily separate from employment effective as of December 3, 2012.

Employee voluntarily terminates his employment pursuant to Section 5(c)(iii) of the Employment Agreement occurring after a Change in Control (as such term is defined in the Employment Agreement).  Pursuant to 5(c) of the Employment Agreement, Employee asserts that good reason exists for the termination of the Employment Agreement due to Good Reason as therein defined.

2.           Consideration.  WesBanco agrees to pay to Employee the lump sum Change in Control Payment in the amount of Four Hundred Sixty Thousand Eight Hundred Twenty-one Dollars ($460,821.00) on December 3, 2012.  Additionally, WesBanco agrees to pay to Employee in a lump sum the  continuation payments for the following:  Country Club dues in the amount of Seventeen Thousand Six Hundred Eighty-five Dollars ($17,685.00); Group Life Insurance Benefits in the amount of One Thousand Nine Hundred Forty-four Dollars ($1,944.00); Supplemental Medical Insurance in the amount of Twenty-three Thousand Thirteen Dollars ($23,013.00); Long-Term Disability Benefits in the amount of One Thousand Eight Hundred Fifty-four Dollars ($1,854.00); ESOP Benefits in the amount of Twenty-two Thousand Four Hundred Seventeen Dollars ($22,417.00); and 401(k) Plan Benefits in the amount of Twenty Thousand Nine Hundred Twenty-nine Dollars ($20,929.00); totaling cumulatively Eighty-seven Thousand Eight Hundred Forty-two Dollars ($87,842.00).  WesBanco agrees to pay to Employee in a lump sum the first twenty-four (24) months of this thirty-six (36) month period, which will be in the amount of Fifty-eight Thousand Five Hundred Sixty-one Dollars and Twenty Cents ($58,561.20) on December 3, 2012 in accordance with the “Short-Term Deferral Exemption” of Section 409A of the Internal Revenue Code.  Thereafter, WesBanco agrees to pay to Employee in twelve (12) monthly installments in months twenty-five (25) through thirty-six (36) after December 3, 2012, the monthly payment of Two Thousand Four Hundred Forty Dollars and Five Cents ($2,440.05).  The Employee shall also be entitled to such additional benefits as are set forth on Exhibit A, attached hereto.

3.           Health Care Coverage.  WesBanco and the Employee mutually agree that the Employee will participate in the Medicare Supplement Medical Insurance Plan of WesBanco for three (3) years through December 3, 2015 under its Medicare Supplement Plan.   Spouse of Employee will continue participation in the Medical Insurance Plan of WesBanco effective December 3, 2012, until eligible to participate in the Medicare Supplement Plan or December 3, 2015, whichever first occurs.  WesBanco agrees to pay the Medicare Supplement premiums and the Medical Insurance premiums for such three (3) year period through December 3, 2015 on a monthly basis.

4.           SERP.  WesBanco and the Employee mutually agree that the Salary Continuation Agreement dated March 27, 1998, as amended by First Amendment dated September 5, 2003, Second Amendment dated December 19, 2008, Third Amendment dated April 13, 2011, and Fourth Amendment dated September 18, 2012 (collectively referred to as the “SERP Agreement”), will be triggered as a result of the Employee’s termination of employment effective as of December 3, 2012, and the Employee meeting the requirements for Normal Retirement in accordance with Section 2.1 of the SERP, and benefits will be paid in accordance with Sections 2.1.1 and 2.1.2 as herein described.  Employee is entitled to the vested benefit of one hundred eighty (180) monthly payments at the rate of Seventy-two Thousand Ninety Dollars ($72,090.00) per annum or Six Thousand Seven Dollars and Fifty Cents ($6,007.50).  The payments will begin in the seventh (7th) month after the date of termination.  Employee will receive a lump sum payment totaling the first seven (7) months, in the amount of Forty-two Thousand Fifty-two Dollars and Fifty Cents ($42,052.50), in the seventh (7th) month following the Merger.  Thereafter, Employee will receive monthly payments in the amount of Six Thousand Seven Dollars and Fifty Cents ($6,007.50) for one hundred seventy-three (173) months.

5.           Other Benefits.  The Post-Retirement Life Insurance Benefit provided by Fidelity will be terminated as of the effective date of the Merger but the Employee will retain his vested benefit in the amount of Four Hundred Thousand Dollars ($400,000.00) as a death benefit.  The vested benefit will remain in place pursuant to a BOLI Split Dollar Agreement and will be paid at the death of the Employee.  The Employee further acknowledges that he has been provided with such information as he deems necessary to determine his rights, if any, under WesBanco’s various employee benefit plans and policies.  The Employee further acknowledges that he is not entitled to any other severance benefits under applicable benefit programs, plans or policies.

6.           Release of Claims.  In consideration of the foregoing, the Employee hereby agrees to release and waive any and all claims or demands (whether known or unknown) which currently exist, arising from Employee’s separation from employment, including, but not limited to, all matters in law, in equity, in contract (oral or written, express or implied), or in tort, (excluding Workers’ Compensation and any claim for employee benefits to which Employee is entitled as of the last day of Employee’s active employment under the express terms of the employee benefit plan) against 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 voluntary separation from employment.  It is specifically understood and agreed between the Employee and WesBanco that this release and waiver includes any rights or 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 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, including, but not limited to, those under the laws of the States of West Virginia and Pennsylvania, including, but not limited to, the West Virginia Human Rights Act, W.Va. Code § 5-11-1, et seq., 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.  Additionally, the Employee waives and releases any right he may have to recover any damages resulting from any action or suit instituted on his behalf by the Equal Employment Opportunity Commission, the West Virginia Human Rights Commission, or other fair employment practices agencies.

7.           Employee’s Rights.  The Employee specifically acknowledges that on the

23rd day of November, 2012, officials of WesBanco presented him with this Agreement, thereby informing him of the amounts to which he was entitled upon separation from his employment and explained to him that, in addition to those amounts, WesBanco would provide the consideration stated herein if, and only if, the Employee (i) executes this Agreement and releases and waives any and all claims he might have against the Releasee as defined herein; (ii) does not revoke this Agreement, as described below; and (iii) otherwise strictly abides by the terms of this Agreement.  The Employee further acknowledges that he has been advised by WesBanco that he (i) has the right to consult an attorney of his own choice; (ii) has a minimum of twenty-one (21) days to consider this document before signing it; and (iii) has seven (7) days after he signs this Agreement within which to revoke it, and that this Agreement shall not become effective or enforceable until seven days following the date of the Employee’s signature.

The toll free telephone number of the West Virginia State Bar’s Lawyer Information Referral Service is 1-800-642-3617.  The toll free telephone number of the Pennsylvania Bar Lawyer Referral Service is 1-800-692-7375.

The Employee specifically recognizes that, by signing this Agreement, he is waiving any rights to receive any remedial or monetary relief, including without limitation, back pay, front pay, emotional distress damages, reinstatement, damages for injury to reputation, pain and suffering or loss of future income, or punitive damages as a consequence of any charge or complaint filed with the Equal Employment Opportunity Commission, the West Virginia Human Rights Commission, the Pennsylvania Human Relations Commission, or any similar state or federal agency.

Excluded from this Separation Agreement and Release and Waiver of Claims are my claims 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.  I do, however, waive my right to any monetary recovery should any agency pursue any claims on my behalf.  I represent and warrant that I have not filed any complaint, charge, or lawsuit against WesBanco with any governmental agency and/or any court.

In addition, I agree never to sue WesBanco in any forum for any claim covered by the above release and waiver language, except that I may bring a claim under the ADEA to challenge this Separation Agreement and Release and Waiver of Claims.  If I violate this Separation Agreement and Release and Waiver of Claims by suing WesBanco, other than under ADEA, I shall be liable to WesBanco for its reasonable attorney’s fees and other litigation costs and expenses incurred in defending against such a suit.

8.           No Admission of Liability.  The parties agree that this Agreement and the offer to enter into this Agreement are not, and shall not be construed in any way as, or deemed to be, an admission by WesBanco or any of the Releasees of any act of wrongdoing or admission of liability or responsibility at any time or in any manner whatsoever.  The parties further agree that this Agreement may not be used in any action between the Employee and WesBanco or any of the Releasees, other than for the enforcement of this Agreement or as evidence of a waiver by the Employee.

9.           Program Not to Benefit Others.  The parties acknowledge that the Employee’s right to the separation pay settlement described herein shall be determined exclusively under the provisions stated herein, and this Agreement is not intended to, and does not, create rights for the benefit of any other employee or person.

            10.         Business Planning.  Employee recognizes that, as a matter of business planning, WesBanco routinely reviews and evaluates various proposals for changes in compensation, retirement, and severance programs, as well as proposals for special exit incentive programs.  Employee further recognizes that some of the proposals, if adopted and finally implemented, might be more advantageous or less advantageous than the Agreement presently being offered to Employee.  Unless and until such changes are formally announced by WesBanco, no one is authorized to give assurances that such changes will or will not occur.  Employee understands that WesBanco may adopt new or modified Agreements in the future that, depending on his individual circumstances, may be more or less advantageous to Employee than the benefit provided under this Agreement.  Employee should not expect or assume that any such new or modified Agreement or benefits will be extended on a retroactive basis if Employee leaves employment pursuant to this Agreement. 

11.           Final and Binding Agreement.  The Employee agrees and recognizes that this Agreement is final and binding when signed by the Employee, subject only to the Employee’s revocation right as described in Paragraph 7 above.

12.           Non-Disparagement.  The Employee agrees not to make any disparaging or negative remarks, either orally or in writing, regarding WesBanco or any other Releasee concerning acts occurring before the signing of this Agreement or relating to this Agreement and

the matters alleged therein.  The Employee further agrees to direct his agents, attorneys, or any other person acting on his behalf to refrain from making such comments.

13.           Remedies.  In the event of a breach or threatened breach of all or part of Paragraph 11 of this Agreement, the Employee agrees that WesBanco shall be entitled to injunctive relief and all other remedies available at law or in equity in a court of competent jurisdiction to remedy any such breach or threatened breach.  The Employee hereby acknowledges that damages alone would be inadequate and insufficient as a remedy for any such breach or threatened breach.  The Employee further agrees that the covenants contained in Paragraph 11 and the remedies contained in this Paragraph 13, shall survive the termination of this Agreement.

14.           References.  If any inquiry about the Employee is made to WesBanco as a reference for future employment or for other purposes, WesBanco agrees that it shall state that it will provide the Employee’s dates of employment, job titles and job descriptions, in accordance with WesBanco’s existing personnel policies.  Further, WesBanco, including its respective officers, directors, agents, servants, or employees or any of their successors or assigns, shall not make any disparaging or negative remarks, either orally or in writing, regarding the Employee concerning any acts which occurred before the signing of this Agreement or relating to this Agreement.  The Employee agrees to direct all inquiries concerning his employment and the separation thereof to the Director of Human Resources at WesBanco.

15.           Unemployment Compensation.  As additional consideration for this Agreement, WesBanco agrees that it will not contest any claim filed by the Employee for unemployment compensation with respect to the Employee’s separation from employment described herein.

16.           Voluntary Agreement.  The Employee expressly warrants and represents to WesBanco as part of the consideration expressed herein that, before executing this Agreement, he has fully informed himself of its terms, contents, and conditions, and represents that in making this settlement he has had the opportunity to obtain the benefit of the advice of counsel of his choosing and no promise or representation of any kind or character has been made to him by WesBanco, or by anyone acting on their behalf, except as is expressly stated in this Agreement.  The Employee acknowledges that he has relied solely and completely upon his own judgment and, if he has so elected, the advice of counsel and other advisors in making this settlement, and that he fully and completely understands both the terms of the settlement and the release; that he fully understands it is a full, complete and final release, and that the payment and other consideration set forth in this Agreement are all the consideration to be conferred upon him in accordance with the parties’ agreement regarding the settlement of the matters described herein.  The Employee further represents that he has read this Agreement in its entirety and that he understands all of its terms and enters into and signs this Agreement knowingly and voluntarily, with full knowledge of its significance, and not as a result of any threat, intimidation, or coercion on the part of any person or entity.

17.           Counterparts.  This Agreement shall be executed in two counterparts, each of which shall be deemed an original and together shall constitute one and the same document, with one counterpart being delivered to each party.

18.           Entire Agreement.  This Agreement supersedes all other oral and written agreements between the parties hereto as to the matters herein except for the Consulting Agreement and Non-Competition Agreement, and contains all of the covenants and agreements between the parties with respect to the employment of the Employee by WesBanco, the separation thereof, and the matters provided herein.  The Employee acknowledges that, in executing this Agreement, he has not relied on any representation or statement not set forth herein.  This Agreement may not be modified except in writing, signed by the Employee and WesBanco.  This Agreement shall be binding on all of the Employee’s heirs, representatives, successors, and assigns.  The Employee shall not assign any rights or obligations under this Agreement, without the written consent of WesBanco.  The Employee further represents that he has read this Agreement in its entirety and that he understands all of its terms and enters into and signs this Agreement knowingly and voluntarily, with full knowledge of its significance, and not as a result of any threat, intimidation or coercion on the part of WesBanco or any Releasee.

19.           Law Governing Agreement.  This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia, excepting such State’s choice of law provisions, and except as otherwise preempted by the Employee Retirement Income Security Act of 1974 or other applicable federal law.

20.           Waiver of Breach Not Deemed Continuing.  The waiver of or by any party of a breach or violation of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach or violation.

21.           Construction and Severability.  The parties agree that, in all cases, the language of this Agreement shall be construed as a whole, according to its fair meaning, and not strictly for or against either of the parties.  Furthermore, in the event that one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, WesBanco shall have the option to enforce the remainder of this Agreement or to cancel it.

22.           Disclosure of Employment Information.  Upon execution of an authorization for the release of information concerning the Employee’s employment to any prospective employer, WesBanco will disclose the Employee’s dates of employment, including hire date and separation

date; positions; and duties.  No other employment information will be provided to any prospective employer.

23.           Return of Bank’s Property.  Employee avers that he has previously returned and delivered to WesBanco all of Bank’s property in the Employee’s possession or control.

24.           Confidentiality.  You understand and agree that even after your separation from employment, you are required to maintain the confidentiality of all proprietary information and

knowledge acquired by you during your employment with Bank, which belongs to Bank or its customers, and which has not been published, disseminated, or otherwise become a matter of general public knowledge.  You agree that you will not directly or indirectly solicit known former customers of Bank.  You agree that you will not disclose or make use of such information,

whether with respect to Bank’s or its customers’ business, operations, finances, customers, employees or otherwise, and whether in written form or committed to memory.

25.           Transition.  Employee will make every effort to ensure a smooth transition, and agrees to cooperate with WesBanco and to provide all necessary information regarding the status of operations, the location of relevant materials, and any other relevant information related to Employee’s responsibilities with Bank of which WesBanco should be aware or which WesBanco may request, now or at any later time.

26.           Employee Cooperation.  As a free and voluntary act, Employee also further agrees after Employee’s separation to cooperate at WesBanco’s expense with any investigations or lawsuits involving WesBanco on matters where Employee had specific knowledge or responsibility.  The Employee will be reimbursed at a rate equal to his final base salary computed on an hourly basis.  Employee will make himself available at WesBanco’s expense for any litigation, including specifically, but not exclusively, preparation for depositions and trial.  Employee will not receive reimbursement for time spent testifying in depositions or trial.

Employee will not assist or provide information in any litigation against WesBanco except as required under law or formal legal process after timely notice is provided to WesBanco to allow

WesBanco to take legal action with respect to the request for information or assistance.  Nothing in this Agreement shall restrict or preclude Employee from, or otherwise influence Employee in testifying fully and truthfully in legal or administrative proceedings against WesBanco, as required by law or formal legal process.

27.           Tax Liability.  Employee is exclusively liable for the payment of any federal, state, city, or other taxes that may be due as a result of the separation payment received by Employee; provided, however, that WesBanco shall pay all federal, state and local amounts withheld from payments to Employee and all of their employment taxes at the time normally paid by WesBanco on Employee’s salary in connection with the consideration payable to Employee pursuant to this Agreement.  Except for the foregoing obligation of WesBanco hereunder, Employee shall indemnify, hold harmless, and unconditionally release WesBanco from any payment of taxes or penalties, if any, that may be required of Employee as a result of any consideration paid by WesBanco to Employee pursuant to this Agreement.

28.           Headings.  Headings are inserted for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.

29.           Termination or Modification of Benefits.  The Employee understands and agrees that nothing in this Agreement shall affect WesBanco’s reserved right to terminate or amend in whole or in part, in any manner whatsoever and with respect to the Employee or any other active or former employee or any group thereof, any employee benefit plan which is presently or which may be offered to WesBanco’s employees.

IN WITNESS WHEREOF, each of the parties hereto has executed this SEPARATION AGREEMENT AND RELEASE AND WAIVER OF CLAIMS as of the day and year first written above.

Executed this 26th day of November, 2012.

FIDELITY BANCORP, INC.

By /s/ Richard Barron

Its Secretary

(SEAL)

ATTEST:

/s/ Kristen Suchy

FIDELITY BANK, PaSB

By /s/ Richard Barron

Its Secretary

(SEAL)

ATTEST:

/s/ Kristen Suchy

/s/ Richard G. Spencer

RICHARD G. SPENCER

WESBANCO, INC., a West Virginia

corporation

By /s/ Paul M. Limbert

Its President

(SEAL)

ATTEST:

/s/ Linda M. Woodfin

STATE OF Pennsylvania,

COUNTY OF Allegheny, TO-WIT:

The foregoing instrument was acknowledged before me this 26th day of November, 2012, by Richard Barron, Secretary of FIDELITY BANCORP, INC., on behalf of the corporation.

/s/ Linda M. Yon

Notary Public

My commission expires:

6/21/2016

STATE OF Pennsylvania,

COUNTY OF Allegheny, TO-WIT:

The foregoing instrument was acknowledged before me this 26th day of November, 2012, by Richard Barron, Secretary of FIDELITY BANCORP, INC., on behalf of the corporation.

/s/ Linda M. Yon

Notary Public

My commission expires:

6/21/2016

STATE OF Pennsylvania,

COUNTY OF Allegheny, TO-WIT:

I, Linda M. Yon, a notary public in and for said State do certify that RICHARD G. SPENCER, whose name is signed to the writing annexed hereto, bearing the date of  26th day of November, 2012, has this day acknowledged the same before me in my said county.

                 /s/ Linda M. Yon

Notary Public

My commission expires:

6/21/2016

STATE OF West Virginia,

COUNTY OF Ohio, TO-WIT:

The foregoing instrument was acknowledged before me this 28th day of November, 2012, by Paul M. Limbert, President of WESBANCO, INC., a West Virginia corporation, on behalf of the corporation.

  /s/ Linda M. Woodfin  

Notary Public

My commission expires:

June 9, 2013

EX-99.1

EXHIBIT 99.1

NEWS FOR IMMEDIATE RELEASE

November 30, 2012

WesBanco, Inc.

1 Bank Plaza

Wheeling, WV 26003

And

Fidelity Bancorp, Inc.

1009 Perry Highway

Pittsburgh, PA 15237

For Further Information Contact:

Paul M. Limbert (304) 234-9206

President & CEO, WesBanco, Inc.

Or

Richard G. Spencer (412) 367-3303

President & CEO, Fidelity Bancorp, Inc.

WesBanco, Inc. Consummates Merger with Fidelity Bancorp, Inc.

and Elects Director and Senior Officers

WHEELING, WV – November 30, 2012 – WesBanco, Inc. (“WesBanco”) (Nasdaq:WSBC), a multi-state bank holding company headquartered in Wheeling, West Virginia and Fidelity Bancorp, Inc. (“Fidelity”) (Nasdaq:FSBI), headquartered in Pittsburgh, Pennsylvania, jointly announced today the consummation of WesBanco’s acquisition of Fidelity and the election of a director and senior officers.  James C. Gardill, Chairman of the Board, and Paul M. Limbert, President & CEO, of WesBanco and Christopher S. Green, Chairman of the Board, and Richard G. Spencer, President & CEO, of Fidelity, made the joint announcement.

The merger, which was previously announced on July 19, 2012 was approved by the appropriate regulatory agencies, and was approved on November 27, 2012 by the shareholders of Fidelity.  Under the terms of the Agreement and Plan of Merger, Fidelity’s shareholders will receive 0.8275 shares of WesBanco common stock and $4.50 in cash for each share of Fidelity common stock held.  As a result of the merger, WesBanco will add Richard G. Spencer to its board from the board of Fidelity.  Two members of the Fidelity management team have been elected to new positions with WesBanco.  Michael A. Mooney has been elected Market President of WesBanco’s Western Pennsylvania Market and Anthony F. Rocco has been elected Senior Vice President, Community Banking of WesBanco’s Western Pennsylvania Market.

Mr. Mooney joined Fidelity in 1991 as Vice President of Lending and most recently served as Executive Vice President and Chief Lending Officer. He began his career in banking in 1977 at Equibank in Pittsburgh as a Management Trainee and later held the positions of Branch Manager, Commercial Loan Specialist and District Manager.  In 1985, Mr. Mooney joined Pittsburgh-based Landmark Savings Bank as a District Manager, later held the position of Vice President Marketing, Communications and Investor Relations and held the title of Vice President and Senior Community Banking Officer prior to joining Fidelity.  Mr. Mooney earned a Bachelor of Science degree from Penn State University, graduated from the ABA Stonier School of Banking in 2001 and resides in Economy Boro, Pennsylvania with his wife.  He and his wife are the parents of three children.

As Market President, Mr. Mooney will work with WesBanco’s western Pennsylvania market lenders and banking centers to expand and enhance WesBanco’s market presence in the region.

Mr. Rocco joined Fidelity in 1994 as Vice President of Community Banking and Security Officer.  He was promoted to Senior Vice President in 1997 and in addition to his primary responsibilities for business development, he established the Bank’s investment and insurance programs while managing multiple support functions.  Prior to joining Fidelity, Mr. Rocco was employed by Landmark Savings Bank where he began as a Management Trainee in 1983, later became a Branch Manager and Assistant Vice President - District Manager and held the position of Branch Manager after Landmark was acquired by Integra Bank in 1992.  Mr. Rocco earned a Bachelor of Science degree and an MBA from the University of Pittsburgh and received honors recognition in completing the Pennsylvania Bankers Association Advanced School of Banking at Bucknell University.Mr. Rocco resides in Cranberry Township, Pennsylvania with his wife.  He and his wife are the parents of three children.

As Senior Vice President of Community Banking, Western Pennsylvania, Mr. Rocco will be responsible for WesBanco’s 15 western Pennsylvania banking centers’ sales efforts as well as being responsible for the Retail Business Development program across all of WesBanco’s eight markets.

"We have expanded our franchise into another attractive market that is the home to a number of Fortune 500 companies and we look forward to business opportunities in western Pennsylvania. Our resources combined with those of Fidelity allow us to compete for larger commercial and retail transactions and to offer expanded trust and wealth-related services to another major metropolitan area. We look forward to competing for business through our model that maintains the community bank orientation that we feel differentiates us from many regional competitors.  Continuity in service and leadership has always been a hallmark of WesBanco’s acquisition strategy. We are pleased to announce that Mr. Mooney and Mr. Rocco will join us and continue to serve our customers in western Pennsylvania.  Fidelity employees have provided excellent service to their customers and we intend to build upon their tradition of excellence," Mr. Limbert said.

"WesBanco's vision for the future fit extremely well with our own business plan and our desire to maintain our strong reputation and community standing. WesBanco's extensive experience in trusts and investments, commercial lending and technologically-advanced banking systems were important factors in determining the merger potential of the combined organization," said Richard G. Spencer, Fidelity President & CEO.

It is anticipated that Fidelity’s name will be changed to WesBanco in mid-February, 2013, in conjunction with the expected data processing conversion.  Subsequent to the conversion date, Fidelity customers will continue to conduct their regular banking transactions at Fidelity’s banking locations as it will maintain all of the existing branch offices of Fidelity.  WesBanco’s partnership with STARsf/Allpoint ATM Network will provide WesBanco ATM/Debit card in more than 43,000 ATMs worldwide - surcharge free. STARsf/Allpoint ATMs are also found in local, regional and national retail merchants across all 50 states, as well as globally with ATMs in Puerto Rico, Australia, Mexico and the United Kingdom.  It is anticipated that Fidelity customers will be provided with this increased ATM access in early 2013.

WesBanco’s merger with Fidelity creates a multi-state bank holding company of $6.2 billion in total assets providing banking services through 119 locations and 111 ATMs in West Virginia, Ohio and Pennsylvania. The transaction expands WesBanco’s franchise in western Pennsylvania into the Pittsburgh, Pennsylvania region. Prior to the merger with WesBanco, Fidelity operated 13 banking offices located in Pittsburgh, Pennsylvania and western Pennsylvania.  WesBanco’s banking subsidiary is WesBanco Bank, Inc., headquartered in Wheeling, West Virginia. In addition, WesBanco operates an insurance brokerage company, WesBanco Insurance Services, Inc., and a full service broker/dealer, WesBanco Securities, Inc.

Forward Looking Statements:

This press release contains certain forward-looking statements, including certain plans, expectations, goals, and projections, and including statements about the benefits of the merger between WesBanco and Fidelity, which are subject to numerous assumptions, risks, and uncertainties. Actual results could differ materially from those contained or implied by such statements for a variety of factors including: the businesses of WesBanco and Fidelity may not be integrated successfully or such integration may take longer to accomplish than expected; the expected cost savings and any revenue synergies from the merger may not be fully realized within the expected timeframes; disruption from the merger may make it more difficult to maintain relationships with clients, associates, or suppliers; movements in interest rates; competitive pressures on product pricing and services; success and timing of other business strategies; the nature, extent, and timing of governmental actions and reforms; and extended  disruption of vital infrastructure; and other factors described in WesBanco's 2011 Annual Report on Form 10-K, Fidelity's 2011 Annual Report on Form 10-K, and documents subsequently filed by WesBanco and Fidelity with the Securities and Exchange Commission, including WesBanco's Form 10-Q as of September 30, 2012 and Fidelity's Form 10-Qs as of December 31, 2011 and June 30, 2012. All forward-looking statements included in this news release are based on information available at the time of the release. WesBanco assumes no obligation to update any forward looking statement.

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