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) October 24, 2013

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

(b)  On October 24, 2013, WesBanco, Inc. (“WesBanco”) announced the upcoming retirement of Paul M. Limbert, President and Chief Executive Officer of WesBanco and WesBanco Bank, Inc. (the “Bank”), effective April 30, 2014.  Mr. Limbert will remain a member of the Board of Directors of WesBanco and its Executive Committee upon his retirement.

(c)  On October 24, 2013, WesBanco also announced that, effective November 4, 2013, Todd F. Clossin will join WesBanco and the Bank as Executive Vice President and Chief Operating Officer of WesBanco and the Bank.  Mr. Clossin, age 52, most recently served as the Executive Vice President and Chief Administrative Officer of Fifth Third Bank, Cincinnati, Ohio.  Mr. Clossin also served as President and Chief Executive Officer, Fifth Third Bank, Midwest and MidSouth Regions from 2010 to 2011, President and Chief Executive Officer, Fifth Third Bank, Midwest and Florida Regions from 2009 to 2010, President and Chief Executive Officer, Fifth Third Bank, Midwest Region from 2006 to 2009, President and Chief Executive Officer, Fifth Third Bank, North Ohio Region from 2004 to 2006 and President and Chief Executive Officer, Fifth Third Bank, Tennessee from 2001 to 2004.

There are no family relationships among Mr. Clossin and any of WesBanco’s directors or executive officers and, other than as set forth herein, there are no arrangements or understandings between Mr. Clossin and any other persons pursuant to which Mr. Clossin was appointed as an executive officer of WesBanco. There have been no transactions or proposed transactions regarding Mr. Clossin that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Clossin entered into an employment agreement with the Bank and WesBanco, effective November 4, 2013 (the “Agreement”), in connection with Mr. Clossin’s appointment as Executive Vice President and Chief Operating Officer of WesBanco and the Bank.  As provided in the Agreement, Mr. Clossin’s base salary will be no less than $400,000 per year and he will be eligible to participate in WesBanco’s Key Executive Incentive Bonus, Option and Restricted Stock Plan (the “Incentive Plan”).  Under the Incentive Plan, Mr. Clossin will be eligible to earn Annual Cash Incentive Awards of up to 50% of his base compensation beginning January 1, 2014 and will be eligible to receive Annual Stock Option and Restricted Stock awards as determined by WesBanco’s Compensation Committee each year.  Mr. Clossin will also be eligible to receive a $100,000 housing relocation and loss mitigation expense reimbursement on the sale of his existing personal residence, provided such sale occurs, or such relocation is consummated on or before the first anniversary of the Agreement.

If Mr. Clossin’s employment is terminated other than for cause, death or mutual agreement, Mr. Clossin will be entitled to an amount equal to the greater of (i) six months of base salary at his then current base rate, or (ii) the base salary he would have received had he continued to be employed pursuant to the Agreement through the end of the term of the Agreement.  If Mr. Clossin’s employment is terminated due to death, his surviving spouse or, in lieu thereof, his estate, shall be entitled to an amount equal to six months of the base salary of his then current base rate.

The term of the Agreement commences November 4, 2013 and continues until April 24, 2014, unless otherwise terminated.  On April 24, 2014, it is expected that WesBanco and Mr. Clossin will enter into a new employment agreement for Mr. Clossin to assume the role of President and Chief Executive Officer of WesBanco and the Bank, succeeding Mr. Limbert.  In the event such new employment agreement is not extended to Mr. Clossin, Mr. Clossin will have the option to voluntarily terminate his employment effective as of such date and be entitled to a separation amount of $400,000.

In addition, Mr. Clossin will receive a signing bonus of 10,000 shares of WesBanco common stock issued under the Incentive Plan and pursuant to the terms and conditions of a Restricted Stock Agreement, effective November 4, 2013, by and between WesBanco and Mr. Clossin (the “Restricted Stock Agreement”).  The restricted stock will be forfeited in the event that Mr. Clossin’s employment with WesBanco is terminated for any reason prior to November 3, 2016, except for his death, disability or retirement; otherwise, the restricted stock will fully vest on such date.  The Restricted Stock Agreement also provides that restricted stock issued to Mr. Clossin may not be transferred by him in any manner prior to vesting.  Any dividend paid with respect to the restricted stock prior to vesting shall not be paid to Mr. Clossin and, instead, shall be converted into additional shares of restricted stock pursuant to the terms of the Restricted Stock Agreement.  Mr. Clossin will otherwise have all rights and privileges of holders of common stock of WesBanco with respect to such restricted stock.

The foregoing descriptions of the Agreement and the Restricted Stock Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Agreement and the Restricted Stock Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Form 8-K, and are incorporated herein by reference.

The press release issued by WesBanco on October 24, 2013 announcing Mr. Limbert’s retirement and Mr. Clossin’s appointment is attached as Exhibit 99.1 to this report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

d)   Exhibits:   10.1 -  Agreement, dated November 4, 2013, by and between WesBanco Bank, Inc., Todd F. Clossin and WesBanco, Inc.   10.2 -  Restricted Stock Agreement, dated November 4, 2013, by and between WesBanco, Inc. and Todd F. Clossin.   99.1 -  Press release of WesBanco issued October 24, 2013.

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:  October 24, 2013	/s/ Robert H. Young
	Robert H. Young
	Executive Vice President and Chief Financial Officer

EX-10.1

Exhibit 10.1

Employment Agreement

AGREEMENT

THIS AGREEMENT, effective the 4th day of November, 2013, by and between WESBANCO BANK, INC., hereinafter referred to as "Bank" and TODD F. CLOSSIN, hereinafter referred to as "Employee", and WESBANCO, INC., a West Virginia corporation, hereinafter referred to as "Wesbanco".

WHEREAS, Employee will begin serving as Executive Vice President and Chief Operating Officer of WesBanco and President and Chief Operating Officer of the Bank, as of the date hereof; and

WHEREAS, the Bank wishes to assure itself of the Employee's full time employment and continuing services in an executive capacity.

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

1.           EMPLOYMENT.  The Bank hereby agrees to employ, and Employee hereby agrees to such employment at Bank in the above designated capacities.  In these capacities, Employee shall be answerable to the Board of Directors of the Bank and such other officers of Wesbanco, the parent company of the Bank, as the Board of Directors of Wesbanco shall direct.  Employee shall perform such duties, compatible with his employment under the Agreement, as the Bank, and Wesbanco, from time to time may assign to him.

2.           COMPENSATION.  As compensation for the performance of the services specified in Paragraph (1) and the observance of all of the provisions of this Agreement, the Bank agrees to pay Employee, and Employee agrees to accept, the following amounts and benefits during his term of employment:

           (A)           Salary at a rate to be determined by the Board of Directors of the Bank, with notice to be given to Employee in May of each calendar year, but in no event shall Employee's salary be less than Four Hundred Thousand Dollars ($400,000.00) per year, plus any increases granted by the Board of Directors after the date hereof, and payable in equal biweekly installments; and

           (B)           Participation in the Wesbanco, Inc. Key Executive Incentive Bonus, Option and Restricted Stock Plan (“Incentive Plan”), Annual Cash Incentive Awards up to 50% of base salary beginning January 1, 2014; and

           (C)           Signing Bonus consisting of an award of 10,000 shares of Wesbanco, Inc. common stock issued under the Incentive Plan Restricted Stock program with a three year cliff vesting period expiring on the third anniversary of this Agreement; and

           (D)           Participation in the Incentive Plan Annual Stock Option and Restricted Stock awards as determined by the Compensation Committee each year; and

           (E)           Housing relocation expense and loss mitigation expense reimbursement on the sale of his existing personal residence in the amount of $100,000, provided such sale occurs, or such relocation is consummated on or before the first anniversary of this Agreement; and

           (F)           Such other miscellaneous benefits and perquisites as the Bank provides to its executive employees generally.

3.           ACCEPTANCE OF EMPLOYMENT.  Employee accepts the employment provided for herein, at the salary set forth above, and agrees to devote his talents and best efforts to the diligent, faithful, and efficient discharge of the duties of his employment, and in furtherance of the operations and best interests of Bank, and observe and abide by all rules and regulations promulgated by Bank for the guidance and direction of its employees and the conduct of its business, operations, and activities.

4.           TERM OF AGREEMENT.  The employment term provided for herein shall consist of a specific term, beginning on the 4th day of November, 2013, and ending on the 24th day of April, 2014.  Upon expiration of the term of this Agreement, Employee shall become an employee at will, subject to the employment policies of the Bank.

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

6.           NON-SOLICITATION OF EMPLOYEES.  Notwithstanding any termination of this Agreement upon expiration of the term hereof or for any other reason, by accepting this Agreement, the Employee agrees that he will not, for a period of one (1) year after the termination of his employment with Bank for any reason:

             (A)           Directly or indirectly solicit, induce, confer or discuss with any employee of the Bank or attempt to solicit, induce, confer or discuss with any employee of the Bank the prospect of leaving the employ of the Bank or the subject of employment by some other person or organization.  Employee further agrees that during his employment with the Bank and for a period of one (1) year thereafter he will not directly or indirectly hire or attempt to hire any employee of the Bank for some other person or organization.

7.           CUSTOMER INFORMATION.  Any and all information disclosed by Bank to Employee relating in any way to customers of Bank (“Customer Information”) shall be deemed to be confidential information.  Customer Information shall consist of all material information, whether or not marked as confidential, that Employee receives from Bank or from any other source on Bank’s behalf, whether written, verbal, magnetic, electronic or in any other form.  Customer Information shall consist of all Bank customer-related information that would permit identification of the customer traceable to the customer’s account information, including any nonpublic personal information as defined by federal law, including, but not limited to, the Gramm-Leach-Bliley Act (15 U.S.C. §§ 6801 and 6805) as it may be amended, any regulations promulgated thereunder and any other Customer Information protected by applicable state or federal law, rule or regulation.  Employee shall not use Customer Information for any purpose other than as reasonably necessary to fulfill the terms of this Agreement, and shall not disclose Customer Information to any third person without the prior consent of Bank.  Employee shall not make Customer Information available to any third parties except those with a need to know in conjunction with the performance of the services hereunder.  Employee agrees to implement appropriate measures to ensure the security and confidentiality of all Customer Information in Employee’s possession from time to time, including protecting against any anticipated threats or hazards to the security or integrity of the Customer Information and protecting against unauthorized access to or use of Customer Information that could result in substantial harm or inconvenience to any customer of Bank.  Employee also agrees to permit Bank to review the security procedures of Employee, upon reasonable notice, to insure compliance with the provisions of the Gramm-Leach-Bliley Act and its implementing regulations.

8.           MISCELLANEOUS BENEFITS.  This Agreement is not intended, and shall not be deemed to be in lieu of any rights, benefits, and privileges to which Employee may be entitled as an Employee of Bank under any retirement, 401k, profit sharing, insurance, hospital, bonus, vacation, or other plan or plans which may now be in effect or which may hereafter be adopted by Bank, it being understood that Employee shall have the same rights and privileges to participate in such plans and benefits, as any other employee, during the period of his employment.

           9.           BINDING EFFECT.  This Agreement shall inure to the benefit of and be binding upon Bank's successors and assigns, including, without limitation, any company or corporation which may acquire substantially all of Bank's assets or business, or with, or into which Bank may be merged or otherwise consolidated.

10.           TERMINATION.  The Employee's employment hereunder shall terminate upon the earliest to occur of any one of the following:

(A)           By the Bank for cause, after thirty (30) days written notice to Employee.  Cause for purposes of this Agreement shall mean as follows:

(i)           An act of dishonesty, willful disloyalty or fraud by the Employee that the Bank determines is detrimental to the best interests of the Bank; or

(ii)           The Employee's continuing inattention to, neglect of, or inability to perform, the duties to be performed under this Agreement, or

(iii)           Any other breach of the Employee's covenants contained herein or of any of the other terms and provisions of this Agreement, or

(iv)           The deliberate and intentional engaging by the Employee in gross misconduct which is materially and demonstrably injurious to the Bank.

(B)           After the initial term of this Agreement, Employee or Bank shall have the right to terminate this Agreement and Employee’s active employment hereunder at any time upon ninety (90) days written notice to the Bank.

(C)           Upon the death of Employee, this Agreement shall automatically terminate.

11.           EFFECT OF TERMINATION.  In the event of a termination of this Agreement, Employee shall be paid the following severance benefits, payable promptly after the date of termination of his employment, in the following manner:

(A)           In the event that this Agreement is terminated by the death of Employee, this Agreement shall be deemed to have been terminated as of the date of such death except, however, that Bank shall pay to the surviving spouse of Employee, or in lieu thereof, to Employee's estate, an amount equal to six months of the base salary at his then current base rate.

(B)           In the event that this Agreement is terminated by Employee and Bank by mutual agreement, then Bank shall pay such severance benefits, if any, as shall have been agreed upon by Bank and Employee.

(C)           In the event that Bank attempts to terminate this Agreement, other than for cause, death of Employee, or by mutual agreement with Employee, in addition to any other rights or remedies which Employee may have, Employee shall receive an amount equal to the greater of (i) six months of base salary at his then current base rate, or (ii) the base salary Employee would have received had he continued to be employed pursuant to this Agreement throughout the end of the term of this Agreement.

(D)           In the event Bank terminates this Agreement for cause, no severance benefits shall be payable hereunder.

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

13.           INCORPORATION BY REFERENCE.  Employee acknowledges that Wesbanco has adopted a Code of Business Conduct and Ethics and an Insider Trading Policy and those copies of the same have been provided to Employee in anticipation of the performance of services by Employee hereunder.  Employee agrees to abide by the Code of Business Conduct and Ethics and the Insider Trading Policies of Wesbanco as in existence as of the date hereof, and as may be amended, from time to time, and adopted and disclosed to Employee.  The terms and provisions of the Code of Business Conduct and Ethics and the Insider Trading Policy are hereby incorporated into this Agreement by this reference thereto.

14.           ENTIRE UNDERSTANDING; AMENDMENT.  This Agreement supersedes all previous agreements between Employee and Bank and contains the entire understanding and agreement between the parties with respect to the subject matter hereof, and cannot be amended, modified, or supplemented in any respect except by a subsequent written agreement executed by both parties.

15.           CERTAIN OBLIGATIONS OF WESBANCO.  While the parties acknowledge that certain provisions of this Agreement may be unenforceable in some respects against the Bank, pursuant to applicable banking law, it is nonetheless the intention of the parties to create pursuant to this Agreement a valid employment for a definite term with specified benefits.  As an inducement for Employee and Bank to enter into this Agreement whereby Employee would be employed by Bank for a definite term, Wesbanco hereby undertakes the independent, separate and unconditional obligation to Employee to pay all amounts which are or may become due to

Employee under this Agreement as set forth herein, regardless of the status of the direct or indirect enforceability or validity of Bank's obligation to pay any or all such amounts as may be due hereunder to Employee; provided, however, that for purposes of this Paragraph 16, Wesbanco shall be obligated to the Employee for any bonuses or any increases in base salary in excess of the rate of Four Hundred Thousand Dollars ($400,000.00)  per annum only to the extent that it has consented to such bonuses or increases. Wesbanco also acknowledges that it may or may not be entitled to indemnification or contribution from Bank or to be subrogated to the claim of Employee hereunder for any payments Wesbanco may make to Employee; and Wesbanco hereby specifically waives any rights it may otherwise have to indemnification or contribution from Bank or to be subrogated to the claim of Employee hereunder in the event that such payments as are made by Wesbanco would be unenforceable or invalid for any reason against Bank.

16.           VOLUNTARY TERMINATION.  The parties anticipate that upon the expiration of the stated term of this Agreement on April 24, 2014, that Employee will be extended a new contract of employment as President and Chief Executive Officer of the Bank and WesBanco.  In the event such new contract is not extended to Employee, then Employee shall have the option to voluntarily terminate his employment as of such date and shall receive a separation payment of Four Hundred Thousand Dollars ($400,000.00) upon such separation.

17.           MISCELLANEOUS.  The invalidity or unenforceability of any term or provision of this Agreement as against any one or more parties hereto, shall not impair or effect the other provisions hereof or the enforceability of said term or provision against the other parties hereto, and notwithstanding any such invalidity or unenforceability, each term or provision hereof shall remain in full force and effect to the full extent consistent with law.

17.           GOVERNING LAW AND ENTIRE AGREEMENT.  This 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 agreements between the parties hereto.

IN WITNESS WHEREOF, Bank and Wesbanco have caused these presents to be signed and their corporate seals to be hereto affixed, and Employee has hereto affixed his signature, at Wheeling, West Virginia, as of the day and year first above written.

	WESBANCO BANK, INC.
	By /s/ Paul M. Limbert
	Its President & CEO
(SEAL)
ATTEST:
/s/ Linda M. Woodfin
Secretary
	/s/ Todd F. Clossin	(SEAL)
	TODD F. CLOSSIN
	WESBANCO, INC.
	By /s/ Paul M. Limbert
	Its President & CEO
(SEAL)
ATTEST:
/s/ Linda M. Woodfin
Secretary

EX-10.2

Exhibit 10.2

Restricted Stock Agreement

WESBANCO, INC.

INCENTIVE BONUS, OPTION AND RESTRICTED STOCK PLAN

**********************************

RESTRICTED STOCK AGREEMENT

This Restricted Stock Agreement (the “Agreement”) made as of the 4th day of November, 2013 by and between WESBANCO, INC., a West Virginia corporation (the “Company”) and TODD F. CLOSSIN (the “Employee”).

WHEREAS, the Company sponsors and maintains the Wesbanco, Inc. Incentive Bonus, Option and Restricted Stock Plan (the “Incentive Plan”);

WHEREAS, the Company has employed the Employee as of the date hereof and desires to encourage the Employee to remain an employee of the Company and, during such employment, to contribute substantially to the financial performance of the Company and, to provide that incentive, the Company has awarded the Employee an aggregate of 10,000 shares of restricted shares of the common stock of the Company, $2.0833 par value per share (“Common Stock”), under the Incentive Plan subject to the terms and conditions set forth in this Restricted Stock Agreement (together with any increases for dividends paid in accordance with Paragraph 2(d) or adjustments as provided in Paragraph 7, below, the “Restricted Shares”);

WHEREAS, the Restricted Shares are subject to the Employee’s remaining an Employee (except in instances of death, Disability or Retirement (as those initially capitalized terms are defined in the Incentive Plan) with the consent of the Company as described below) during the Restriction Period as defined in Paragraph 3(b); and

WHEREAS, the Company and the Employee desire to evidence the award of the Restricted Shares and the terms and conditions applicable thereto in this Restricted Stock Agreement.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and intending to be legally bound, the Company and the Employee agree as follows:

1.           Grant of Restricted Shares.  The Company hereby grants to the Employee, as of the date first written above, the Restricted Shares subject to the restrictions and other terms and conditions set forth herein.  Simultaneously with the execution and delivery of this Agreement, the Employee shall deliver to the Company a stock power endorsed in blank relating to the Restricted Shares (including in such power any increases or adjustments to the Restricted Shares).  As soon as practicable after the Date of Grant, the Company shall direct that a stock certificate or certificates representing the Restricted Shares be registered in the name of and issued to the Employee and initially bearing the legend described in Paragraph 5.  The Restricted Shares and any certificate or certificates representing the Restricted Shares shall be held in the custody of the Company or its designee until the expiration of the applicable Restrictions.  Upon any forfeiture in accordance with Paragraph 4 of the Restricted Shares Agreement, the certificate or certificates representing the forfeited Restricted Shares shall be canceled.

2.           Restrictions.  Employee shall have all rights and privileges of a stockholder of the Company with respect to the Restricted Shares, except that the following restrictions shall apply:

(a)           None of the Restricted Shares may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the “Restriction Period” as defined below.

(b)           The Restricted Shares are subject to forfeiture during the Restriction Period in accordance with Paragraph 4 of this Agreement.

(c)           The Restricted Shares and any certificate representing the Restricted Shares shall be held in custody by the Company or its designee until such time as either the Performance Criteria are attained or the Restriction Period shall have been completed.

(d)           Dividends paid with respect to the Restricted Shares during the Restriction Period shall not be paid to the Employee and, instead, shall be converted into additional shares of Restricted Stock at the [average of the high and low trading price of a share of Common Stock on the date the cash dividend would otherwise have been paid] and such shares of Restricted Stock shall be additions to the shares subject to the Restrictions hereunder, provided, however, the Compensation Committee of the Board of Directors may, in its sole discretion, determine at any time or from time to time, to pay such dividends in cash directly to the Employee.

3.           Term of Restriction.

(a)           Subject to the forfeiture provisions of Paragraph 4 of this Agreement, the Restrictions shall lapse on November 3, 2016, if the Employee is an employee of the Company on November 3, 2016, unless the Employee’s cessation of employment was due to the Employee’s death, Disability or Retirement with the consent of the Company.

(b)           The period from the Date of Grant until the lapse of the applicable of the Restrictions with respect to the Restricted Shares is the “Restriction Period” for purposes of this Agreement.

(c)           As soon as administratively practicable following the lapse of the Restrictions without a forfeiture of the applicable Restricted Shares, and upon the satisfaction of all other applicable conditions as to such Restricted Shares, including, but not limited to, the payment by the Employee of all applicable withholding taxes, if any, the Company shall deliver or cause to be delivered to the Employee shares of common stock of the Company, which may be in the form of a certificate or certificates for such shares or book entry if so directed by the Employee.

4.           Forfeiture of Restricted Shares.  If Employee’s employment with the Company and all of its direct or indirect subsidiaries is terminated by either party for any reason, including, but not limited to, the involuntary termination of the Employee’s employment with the Company for any reason, with or without cause, other than the Employee’s death, Disability or Retirement with the consent of the Company (i) all rights of the Employee to the Restricted Shares which remain subject to the Restrictions shall terminate immediately and be forfeited in their entirety, and (ii) the forfeited Restricted Shares and any stock certificate or certificates representing the forfeited Restricted Shares shall be canceled.  If the Employee dies, becomes disabled or retires with the consent of the Company, the Employee (or the Employee’s beneficiary) shall receive the Restricted Shares when, if and to the extent, the Restrictions lapse under Paragraph 3.

5.           Legend.  During the Restriction Period, the Restricted Shares and any share certificate or certificates evidencing the Restricted Shares shall be endorsed with the following legend (in addition to any legend required under applicable securities laws or any agreement by which the Company is bound):

THE TRANSFERABILITY OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A RESTRICTED STOCK AGREEMENT ENTERED INTO BY AND BETWEEN WESBANCO, INC. AND THE HOLDER OF THIS CERTIFICATE.  A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICE OF THE COMPANY.

6.           Withholding.  The Company or its direct or indirect subsidiary may withhold from the number of Restricted Shares or from any cash amount payable hereunder or any other cash payments due to Employee all taxes, including social security taxes, which the Company or its direct or indirect subsidiary is required or otherwise authorized to withhold with respect to the Restricted Shares.

7.           Adjustments to Number of Shares.  Any shares issued to Employee with respect to the Restricted Shares in the event of any change in the number of outstanding shares of common stock of the Company through the declaration of a stock dividend or a stock split or combination of shares or any other similar capitalization change shall be deemed to be Restricted Shares subject to all the terms set forth in this Agreement.

8.           No Right to Continued Employment; Effect on Benefit Plans.  This Agreement shall not confer upon Employee any right with respect to continuance of his or her employment or other relationship, nor shall it interfere in any way with the right of the Company or its direct or indirect subsidiary to terminate his or her employment or other relationship at any time.  Income realized by Employee pursuant to this Agreement shall not be included in Employee’s earnings for the purpose of any benefit plan in which Employee may be enrolled or for which Employee may become eligible unless otherwise specifically provided for in such plan.

9.           Employee Representations.  In connection with the issuance of the Restricted Shares, Employee represents the following:

(a)           Employee hereby acknowledges that Employee has been informed that, with respect to the issuance of the Restricted Shares, an election may be filed by Employee with the Internal Revenue Service, within thirty (30) days of the issuance of such Restricted Shares, electing pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), to be taxed currently on the fair market value of such Shares on the date of purchase.  Employee acknowledges that Employee has sought the advice of Employee’s own tax advisors in connection with the issuance of the Restricted Shares and the advisability of filing of such election under Section 83(b) of the Code.  EMPLOYEE ACKNOWLEDGES THAT IT IS EMPLOYEE’S SOLE RESPONSIBILITY TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) AND THAT NEITHER THE COMPANY NOR ANY DIRECT OR INDIRECT SUBSIDIARY OF THE COMPANY HAS ANY OBLIGATIONS WITH RESPECT THERETO.

(b)           Employee has reviewed with Employee’s own tax advisors, the federal, state, local and foreign tax consequences of this Agreement and the transactions contemplated hereby.  Employee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.  Employee understands that Employee (and not the Company) shall be responsible for Employee’s own tax liability that may arise as a result of this Agreement and the transactions contemplated hereby.

(c)           Employee has received, read and understood this Agreement and the Incentive Plan and agrees to abide by and be bound by their respective terms and conditions.

10.           Non-solicitation.  For a term of one year following termination of employment with Company or any of its subsidiaries, the Employee will not, directly or indirectly either for himself or any other Person (as defined herein), (i) induce or attempt to induce any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, (ii) in any way interfere with the relationship between Company or its subsidiaries and any employee of Company or its subsidiaries, (iii) employ, or otherwise engage as an employee, independent contractor, or otherwise, any employee of Company or its subsidiaries, or (iv) induce or attempt to induce any customer, supplier, licensee, or business relation of Company or its subsidiaries to cease doing business with Company or its subsidiaries, or in any way interfere with the relationship between any customer, supplier, licensee, or business relation of Company or its subsidiaries.  During the non-solicitation period, and for a term of one year following termination of employment with Company, the Employee will not, directly or indirectly, either for himself or any other Person solicit the business of any Person known to the Employee to be a customer of Company or its subsidiaries, whether or not the Employee had personal contact with such Person, with respect to products or activities which compete in whole or in part with the products or activities of Company or its subsidiaries.  For purposes of this Agreement, “Person” shall include an individual, trust, estate, corporation, limited liability company, credit union, savings bank, savings and loan association, savings and loan holding company, bank, bank holding company, mortgage company or similar type financial institution, including, without limitation, a de novo financial institution in its organizational phase.

11.           Confidentiality.  The Employee acknowledges and agrees to treat as confidential all information known or obtained by the Employee, whether before or after the date hereof, concerning Company or its respective subsidiaries’ records, properties, books, contracts, commitments and affairs, including but not limited to, information regarding accounts, shareholders, finances, strategies, marketing, customers, and potential customers and other information of a similar nature (such information, “Confidential Information”).  The Employee agrees that he will not, at any time, disclose to any unauthorized Person, or use for his own account or for the benefit of any third party any Confidential Information, whether or not the Confidential Information is embodied in writing or other physical form, without Company’s express written consent, unless and to the extent that such Confidential Information is or becomes generally known to and available for use by the public other than as a result of Employee’s fault or the fault of any other Person bound by a duty of confidentiality to Company.

12.           Miscellaneous.

(a)           Governing Law.  This Agreement shall be governed and construed in accordance with the domestic laws of the State of West Virginia without regard to such State’s principles of conflicts of laws.

(b)           Successors and Assigns.  The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto.  Neither this Agreement nor any rights hereunder shall be assignable or otherwise subject to hypothecation without the consent of all parties hereto.

(c)           Entire Agreement; Amendment.  This Agreement contains the entire understanding between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, with respect to the subject matter of this Agreement.  This Agreement may not be amended or modified without the written consent of the Company and Employee.

(d)           Counterparts.  This Agreement may be executed simultaneously in any number of counterparts, each of which when so executed and delivered shall be taken to be an original and all of which together shall constitute one document.

(e)           Definitions.  Initially capitalized terms not otherwise defined in this Restricted Stock Agreement shall have the meanings ascribed thereto in the Incentive Plan.

IN WITNESS WHEREOF, the parties have executed this Restricted Shares Agreement as of the date first written above.

 WESBANCO, INC

 By: /s/ Paul M. Limbert

        Paul M. Limbert

        President & CEO

 EMPLOYEE

 /s/ Todd F. Clossin

 TODD F. CLOSSIN

EX-99.1

Exhibit 99.1

Press release

NEWS FOR IMMEDIATE RELEASE

October 24, 2013                                                                  For Further Information Contact:

Paul M. Limbert

President & CEO (304) 234-9000

Nasdaq Trading Symbol: WSBC

WesBanco Announces the Employment of Todd F. Clossin

and the Upcoming Retirement of Paul M. Limbert

Wheeling, WV…   Paul M. Limbert, President and CEO of WesBanco, Inc., a Wheeling, West Virginia based multi-state bank holding company, today announced that Todd F. Clossin has joined the bank as Executive Vice President and Chief Operating Officer of the holding company and President and Chief Operating Officer of the bank.  Mr. Clossin will begin his employment with WesBanco on November 4, 2013 and the Board of Directors formally elected him to those positions today.

Mr. Clossin comes to WesBanco from Fifth Third Bank, Cincinnati, Ohio where he served as Executive Vice President and Chief Administrative Officer for the diversified financial services company.  At Fifth Third, Mr. Clossin had served in many retail and commercial capacities and was most recently responsible for strategic planning, marketing, customer experience, distribution strategies, sourcing, facilities, sustainability, social media and analytics.  His career with Fifth Third also includes serving as President and Chief Executive Officer, Fifth Third Bank Midwest and MidSouth Regions from 2010 to 2011, President and Chief Executive Officer, Fifth Third Bank Midwest and Florida Regions from 2009 to 2010, President and Chief Executive Officer, Fifth Third Bank Midwest Region from 2006 to 2009, President and Chief Executive Officer, Fifth Third Bank North Ohio Region from 2004 to 2006 and President and Chief Executive Officer, Fifth Third Bank Tennessee from 2001 to 2004.  Prior to joining Fifth Third, Mr. Clossin was associated with Key Bank from 1987 to 2001 where he served in a variety of capacities including District President, Columbus, Ohio and Senior Vice President, Corporate Banking, Dayton, Ohio.  Mr. Clossin began his banking career with Society Bank, Canton, Ohio.

Mr. Clossin is a 1984 graduate of Mount Union College, Alliance, Ohio where he received a B.A. in Business Administration and a 1988 graduate of Akron University, Akron, Ohio where he received an MBA.  He is a graduate of the Darden School of Business Advanced Commercial Lending program, Weatherhead School of Business Executive Leadership program, Center for Creative Leadership’s Leadership at the Peak program and Stanford University’s Strategy and Organization program.

Mr. Limbert also announced his intended retirement date of April 30, 2014.  Mr. Limbert will retire from WesBanco with more than 37 years as a member of the management team and will remain a member of the WesBanco Board of Directors and its Executive Committee upon his retirement.  As Executive Vice President & Chief Operating Officer, Mr. Clossin will begin the transitional phase of a change in the executive management at WesBanco, working along with WesBanco President and CEO, Paul M. Limbert, and succeed Mr. Limbert upon his retirement.  When Mr. Clossin becomes President and CEO he will enter into a new three-year revolving term employment agreement.

Mr. Limbert commented, “I am pleased to welcome Todd Clossin to WesBanco. I look forward to working with Todd during the transitional time prior to my retirement.  Todd has an excellent background managing banks located in various regions of the country as a President and CEO and will bring that experience and knowledge to WesBanco.”

Mr. Limbert has served as President & CEO of WesBanco, Inc. and of WesBanco affiliate, WesBanco Bank, Inc.  He was elected President and CEO of WesBanco, Inc. in August 2001 after serving as the company’s Executive Vice President and Chief Financial Officer.  He was elected to the WesBanco board in 2003.  Mr. Limbert has served in various capacities with the Bank over his 37 years of employment with WesBanco.

Mr. Clossin and his wife, Paula, will reside in the Wheeling, West Virginia area. They are the parents of three children.

WesBanco, Inc. is a multi-state bank holding company of $6.1 billion in total assets providing banking services through 118 locations and 104 ATMs in West Virginia, Ohio and Pennsylvania.  WesBanco’s banking subsidiary is WesBanco Bank, Inc., headquartered in Wheeling, West Virginia. WesBanco also operates an insurance brokerage company, WesBanco Insurance Services, Inc., and a full service broker/dealer, WesBanco Securities, Inc.