Management's Discussion and Analysis represents an overview of the results of operations and financial condition of WesBanco. This discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes thereto.

FORWARD-LOOKING STATEMENTS

Forward-looking statements in this report relating to WesBanco's plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The information contained in this report should be read in conjunction with WesBanco's Form 10-K for the year ended December 31, 2007 and Form 10-Q as of June 30, 2008 filed with the Securities and Exchange Commission ("SEC"), which is available at the SEC's website www.sec.gov or at WesBanco's website, www.wesbanco.com. Investors are cautioned that forward-looking statements, which are not historical fact, involve risks and uncertainties, including those detailed in WesBanco's most recent Annual report on Form 10-K filed with the SEC under Part I, Item 1A. Risk Factors. Such statements are subject to important factors that could cause actual results to differ materially from those contemplated by such statements, including without limitation, the effects of changing regional and national economic conditions; changes in interest rates, spreads on earning assets and interest-bearing liabilities, and associated interest rate sensitivity; sources of liquidity available to WesBanco and its related subsidiary operations; potential future credit losses and the credit risk of commercial, real estate, and consumer loan customers and their borrowing activities; actions of the Federal Reserve Board, Federal Deposit Insurance Corporation, the SEC, the Financial Institution Regulatory Authority and other regulatory bodies; potential legislative and federal and state regulatory actions and reform; adverse decisions of federal and state courts; fraud, scams and schemes of third parties; internet hacking; competitive conditions in the financial services industry; rapidly changing technology affecting financial services, marketability of debt instruments and corresponding impact on fair value adjustments, and/or other external developments materially impacting WesBanco's operational and financial performance. WesBanco does not assume any duty to update forward-looking statements.

APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

WesBanco's critical accounting policies involving the significant judgments and assumptions used in the preparation of the Consolidated Financial Statements as of September 30, 2008 have remained unchanged from the disclosures presented in WesBanco's Annual Report on Form 10-K for the year ended December 31, 2007 under the section "Management's Discussion and Analysis of Financial Condition and Results of Operations."

OVERVIEW

WesBanco is a multi-state bank holding company operating through 109 locations and 146 ATM machines in West Virginia, Ohio and Western Pennsylvania, offering retail banking, corporate banking, personal and corporate trust services, brokerage services, mortgage banking and insurance. WesBanco's businesses are significantly impacted by economic factors such as market interest rates, federal monetary policies, local and regional economic conditions and the competitive environment effect upon WesBanco's business volumes. WesBanco's deposit levels are affected by numerous factors including personal savings rates, personal income, and competitive rates on alternative investments, as well as competition from other financial institutions within the markets we serve and liquidity needs of WesBanco. Loan levels are also subject to various factors including construction demand, business financing needs, consumer spending and interest rates and loan terms offered by competing lenders.

RESULTS OF OPERATIONS

EARNINGS SUMMARY

WesBanco's net income for the quarter ended September 30, 2008 was $11.5 million while diluted earnings per share were $0.43, as compared to $9.8 million or $0.47 per share for the third quarter of 2007. Earnings per share for 2008 included the full effect of the issuance of additional shares of stock for the purchase of Oak Hill Financial, Inc. ("Oak Hill"). Net income increased 17.9% during the third quarter of 2008, as compared to the third quarter of 2007, due primarily to a 42.1% improvement in net interest income from a larger balance sheet as a result of the Oak Hill acquisition coupled with a 9.5% increase in the net interest margin to 3.70%, which can be attributed to a lower cost of funds for the 2008 quarter. Non-interest income grew by 20.6% primarily from increases in deposit service charges, ATM and debit card fees as well as insurance brokerage revenue. Additionally, WesBanco experienced a 40.8% reduction in the provision for income taxes as compared to the third quarter of 2007 due to a lower effective tax rate. These improvements were offset somewhat by a $5.0 million increase in the provision for credit losses, higher non-interest expenses related to a larger infrastructure from the addition of Oak Hill and $0.5 million of merger related expenses in the 2008 quarter. The increase in the provision for credit losses was primarily the result of increasing loan charge-offs and non-performing loans due to general economic conditions primarily experienced in our metropolitan markets.

For the nine month period, net income was $32.3 million or $1.22 per share in 2008 as compared to $34.0 million or $1.62 per share for the same period in 2007. The net interest margin was 3.69% in the first nine months of 2008 as compared to 3.46% for the same period in 2007. The margin increase and the increase in the balance sheet provided a 36.7%increase in net interest income. These increases, and the corresponding improvement in non-interest income, were offset by a higher provision for credit losses, which increased $12.9 million, and increases in non-interest expenses.

NET INTEREST INCOME

TABLE 1. NET INTEREST INCOME



                                             For the Three Months Ended            For the Nine Months Ended
                                                    September 30,                        September 30,
(unaudited, in thousands)                     2008                2007                2008              2007

Net interest income                       $      40,287       $      28,360      $      119,690       $  87,539
Taxable equivalent adjustments to net
interest income                                   1,933               1,892               5,876           5,852
Net interest income, fully taxable
equivalent                                $      42,220       $      30,252      $      125,566       $  93,391
Net interest spread, non-taxable
equivalent                                         3.21 %              2.71 %              3.22 %          2.79 %
Benefit of net non-interest bearing
liabilities                                        0.32 %              0.46 %              0.30 %          0.45 %
Net interest margin                                3.53 %              3.17 %              3.52 %          3.24 %
Taxable equivalent adjustment                      0.17 %              0.21 %              0.17 %          0.22 %
Net interest margin, fully taxable
equivalent                                         3.70 %              3.38 %              3.69 %          3.46 %

Net interest income, which is WesBanco's largest source of revenue, is the difference between interest income on earning assets, primarily loans and securities, and interest expense on liabilities (deposits and short and long-term borrowings). Net interest income is affected by the general level of, and changes in interest rates, the steepness of the yield curve, changes in the amount and composition of interest earning assets and interest bearing liabilities, as well as the frequency of repricing of those assets and liabilities.

Interest income increased by 19.5% in the third quarter, and 24.1% for the nine month period in 2008 as compared to the same periods in 2007. The increases in interest income were due to increases in the volume of assets from Oak Hill, net of planned runoff in WesBanco Bank's residential mortgage loan portfolio, as over the last two years, loans originated have been sold into the secondary market rather than held in the loan portfolio. In addition, the net interest margin improved by 32 basis points in the third quarter and 23 basis points in the nine month period of 2008, as WesBanco continued to reduce funding costs. This strategy resulted in a decline of deposit and money market deposit account types from the 2007 year-end, along with the sale of five branches, comprising most of the $386.5 million or 9.9%decrease in total deposits. The average rate earned on total interest-earning assets in the year-to-date period declined 14 basis points as compared with the prior year, comprised of a 27 basis point decrease on loans, partially offset by a 36 basis point increase for total investment securities.

Average loan balances increased $829.2 million or 29.2% for the first nine months of 2008 compared to the prior year period due to the Oak Hill acquisition, net of the effect of planned reductions in residential real estate loans. To a lesser degree, decreases in commercial and industrial, and commercial real estate loans were attributable to reduced demand and prepayments due to refinancing or underlying property sales prior to maturity of certain loans, as well as planned exits of under-performing and less profitable types of loans throughout 2007 and 2008.

Interest expense decreased by 2.4% in the third quarter and increased by 11.1% for the nine month period as compared to the same periods in 2007, due to a decline in the average rate paid for the quarter to 2.80%, which was partially offset by a 29.2% higher total in average interest bearing liabilities. The year to date increase was due to a 29.8% higher total in average interest bearing liabilities, partially offset by significant reductions in rates paid to 3.07% on nearly all interest bearing liability types. The increase in average interest bearing liabilities for both the three and nine month periods were due primarily to the acquisition of Oak Hill. Management aggressively reduced certain interest rates on maturing CDs and MMDAs in order to realize a lower cost of funds during a period of reduced loan demand, while focusing its marketing efforts on non-interest bearing demand deposits. In addition, beginning in the first quarter of 2008, management decided to utilize term and certain structured FHLB borrowings to a greater degree to reduce liability sensitivity, and in the case of structured borrowings, permitting generally lower initial interest rates.

TABLE 2. AVERAGE BALANCE SHEETS AND NET INTEREST MARGIN ANALYSIS



                                                               For the Three Months Ended                           For the Nine Months Ended
                                                                      September 30,                                       September 30,
                                                            2008                        2007                     2008                        2007
                                                      Average     Average         Average     Average     Average     Average          Average     Average
(unaudited, in thousands)                             Balance      Rate           Balance      Rate       Balance     Rate (4)         Balance      Rate

ASSETS
Due from banks - interest bearing                   $    18,953     1.15%       $     1,909     1.66%   $    10,365      2.85%       $     1,564     1.28%
Loans, net of unearned income (1)                     3,617,444     6.36%         2,810,376     6.86%     3,664,935      6.58%         2,835,752     6.85%
Securities: (2)
Taxable                                                 549,070     5.04%           395,117     5.00%       509,108      5.61%           398,598     4.95%
Tax-exempt (3)                                          335,850     6.58%           324,992     6.66%       325,841      6.87%           333,297     6.69%
Total securities                                        884,920     5.63%           720,109     5.73%       834,949      6.10%           731,895     5.74%
Federal funds sold                                          598     2.01%            13,332     5.10%        13,575      2.65%            18,093     5.24%
Other earning assets                                     32,357     3.91%            21,357     5.60%        30,060      3.77%            21,653     5.61%
Total earning assets (3)                              4,554,272     6.18%         3,567,083     6.61%     4,553,884      6.46%         3,608,957     6.60%
Other assets                                            621,838                     383,317                 682,845                      386,024
Total Assets                                        $ 5,176,110                 $ 3,950,400             $ 5,236,729                  $ 3,994,981

LIABILITIES AND SHAREHOLDERS' EQUITY
Interest bearing demand deposits                    $   432,706     0.82%       $   346,302     1.32%   $   429,623      1.27%       $   349,151     1.30%
Money market accounts                                   518,629     1.66%           383,546     2.88%       466,035      1.92%           370,692     2.71%
Savings deposits                                        438,142     0.66%           411,628     1.32%       530,890      0.62%           426,374     1.35%
Certificates of deposit                               1,679,159     3.62%         1,444,009     4.70%     1,786,016      4.06%         1,441,714     4.57%
Total interest bearing deposits                       3,068,636     2.47%         2,585,485     3.44%     3,212,564      2.81%         2,587,931     3.33%
Federal Home Loan Bank borrowings                       557,365     3.94%           281,235     4.30%       491,989      4.00%           319,294     4.06%
Other borrowings                                        302,842     2.75%           172,202     5.10%       293,645      3.12%           171,458     5.03%
Junior subordinated debt                                111,073     6.07%            87,638     6.46%       111,051      6.39%            87,638     6.49%
Total interest bearing liabilities                    4,039,916     2.80%         3,126,560     3.69%     4,109,249      3.07%         3,166,321     3.59%
Non-interest bearing demand deposits                    504,232                     378,768                 496,537                      382,658
Other liabilities                                        43,345                      37,655                  43,375                       37,286
Shareholders' Equity                                    588,617                     407,417                 587,568                      408,716
Total Liabilities and Shareholders' Equity          $ 5,176,110                 $ 3,950,400             $ 5,236,729                  $ 3,994,981

Net Interest Spread                                                 3.38%                       2.92%                    3.39%                       3.01%
Taxable equivalent net yield on average earning
assets (3)                                                          3.70%                       3.38%                    3.69%                       3.46%

(1) Total loans are gross of the allowance for loan losses, net of unearned income and include loans held for sale. Non-accrual loans were included in the average volume for the entire period. Loan fees included in interest income on loans totaled $1.1 million and $3.7 million for the three and nine months ended September 30, 2008, respectively and $0.9 million and $2.7 million for the same periods in 2007.

(2) Average yields on available-for-sale securities are calculated based on amortized cost.

(3) The yield on earning assets and the net interest margin are presented on a fully taxable-equivalent (FTE) and annualized basis. The FTE basis adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 35% for each period presented. WesBanco believes this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.

(4) Certain rates in the year to date period of 2008 were affected by reclassifications in the first quarter in interest income and interest expense which did not affect the total net interest margin.

TABLE 3. RATE/VOLUME ANALYSIS OF CHANGES IN INTEREST INCOME AND INTEREST EXPENSE
(1)



                                           Three Months Ended September 30, 2008                    Nine Months Ended September 30, 2008
                                               Compared to September 30, 2007                          Compared to September 30, 2007
                                                                           Net Increase                                            Net Increase
(in thousands)                         Volume              Rate             (Decrease)          Volume              Rate            (Decrease)

Increase (decrease) in interest income:
Due from banks - interest bearing   $         25       $         (4 )     $           21     $         34       $           3     $           37
Loans, net of unearned income             13,000             (3,718 )              9,282           41,168              (5,750 )           35,418
Taxable securities                         1,936                 52                1,988            4,460               2,121              6,581
Tax-exempt securities (2)                    179                (65 )                114             (379 )               448                 69
Federal funds sold                          (102 )              (65 )               (167 )           (148 )              (293 )             (441 )
Other interest income                        125               (108 )                 17              291                (353 )              (62 )
Total interest income change (2)          15,163             (3,908 )             11,255           45,426              (3,824 )           41,602

Increase (decrease) in interest expense:
Interest bearing demand deposits             242               (499 )               (257 )            767                 (95 )              672
Money market accounts                        786             (1,403 )               (617 )          1,671              (2,475 )             (804 )
Savings deposits                              82               (722 )               (640 )            878              (2,720 )           (1,842 )
Certificates of deposit                    2,495             (4,317 )             (1,822 )         10,916              (6,009 )            4,907
Federal Home Loan Bank borrowings          2,747               (272 )              2,475            5,181                (136 )            5,045
Other borrowings                           1,192             (1,311 )               (119 )          3,466              (3,072 )              394
Junior subordinated debt                     359                (91 )                268            1,124                 (69 )            1,055
Total interest expense change              7,903             (8,615 )               (712 )         24,003             (14,576 )            9,427
Net interest income increase (2)    $      7,260       $      4,707       $       11,967     $     21,423       $      10,752     $       32,175

(1) Changes to rate/volume are allocated to both rate and volume on a proportionate dollar basis.

(2) The yield on earning assets and the net interest margin are presented on a fully taxable-equivalent (FTE) and annualized basis. The FTE basis adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 35% for each period presented. WesBanco believes this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.

PROVISION FOR CREDIT LOSSES

The provision for credit losses is determined by management as the amount required after net charge-offs have been deducted, to bring the allowance to a level considered appropriate to absorb probable future net charge-offs inherent in the loan portfolio as of period end. The provision for credit losses was $6.5 million and $17.6 million for the third quarter and first nine months of 2008, respectively, as compared to $1.4 million and $4.7 million for the same periods in 2007. Higher provision expense in 2008 reflects adverse economic conditions which have led to an increase in charge-offs and non-performing loans, primarily in our metropolitan markets in Ohio. Certain borrower specific issues also contributed to the provision. For the 2008 third quarter, net charge-offs were 0.55% of average loans as compared to 0.25% in the 2007 third quarter. Net charge-offs were $4.9 million in the third quarter of 2008, and $12.6 million year to date. Total year-to-date net charge-offs are comprised of 53.4% commercial, 14.4% residential and home equity and 32.2% consumer. Non-performing loans as a percent of total loans were 0.96% at September 30, 2008 and 0.39% at September 30, 2007. Loans past due 90 days or more and accruing were 0.34% and 0.51% of total loans for the third quarter of 2008 and 2007, respectively, a 17 basis point decline. The rapid decline in the housing market during the first nine months of the year has negatively impacted residential construction and development loans as values have declined and absorption rates have slowed significantly. The overall impact of a slowing economy has contributed to higher commercial real estate vacancy rates, increases in non-performing multifamily loans and a general decline in business activity. The distressed housing market and high energy prices have also had an adverse impact on the consumer loan portfolio. For additional information relating to the provision for loan losses, see the "Allowance for Loan Losses" section of "Loans and Credit Risk" included in this MD&A.

NON-INTEREST INCOME

TABLE 4. NON-INTEREST INCOME



                                                  For the Three Months                                       For the Nine Months
                                                  Ended September 30,                                        Ended September 30,
(dollars in thousands)                             2008          2007        $ Change       % Change          2008          2007       $ Change       % Change

Trust fees                                      $     3,639    $   3,941    $     (302 )        (7.7 %)    $    11,702    $ 12,164    $     (462 )        (3.8 %)
Service charges on deposits                           6,280        4,683         1,597          34.1 %          17,903      12,997         4,906          37.7 %
Bank-owned life insurance                               934          778           156          20.1 %           2,696       3,198          (502 )       (15.7 %)
Net securities gains                                    276           22           254        1154.5 %           1,182         739           443          59.9 %
Net gains on sales of loans                             595          506            89          17.6 %           1,059       1,221          (162 )       (13.3 %)
Gains on early extinguishment of debt                    -            -             -             -                 -          895          (895 )      (100.0 %)

Other Income
Service fees on ATM's and debit cards                 1,769        1,281           488          38.1 %           5,026       3,597         1,429          39.7 %
Net securities services revenue                         666          549           117          21.3 %           1,980       1,698           282          16.6 %
Net insurance services revenue                          601          484           117          24.2 %           2,041       1,109           932          84.0 %
Gain on sale of branch offices                           -            -             -             -                 -          980          (980 )      (100.0 %)
Other                                                   210          165            45          27.3 %           1,267         499           768         153.9 %
Total other income                                    3,246        2,479           767          30.9 %          10,314       7,883         2,431          30.8 %
Total non-interest income                       $    14,970    $  12,409    $    2,561          20.6 %     $    44,856    $ 39,097    $    5,759          14.7 %

Non-interest income is a significant source of revenue and an important part of WesBanco's results of operations. WesBanco offers its customers a wide range of retail, commercial, investment and electronic banking services, which are viewed as a vital component of WesBanco's strategy to attract and maintain new and current customers, as well as providing additional fee income beyond normal spread-related revenue to WesBanco. Non-interest income increased $2.6 million or 20.6% for the third quarter 2008 compared to the third quarter 2007, and $5.8 million or 14.7% for the year-to-date period 2008 compared to 2007. These changes were primarily due to the addition of Oak Hill and the associated increases in banking service charges on deposits, ATM's and debit cards, as well as the addition of its securities and insurance businesses to WesBanco's similar non-banking business lines.

Trust fees declined in the third quarter and year-to-date as compared to the prior year periods due to lower market-related fees for assets under management, and lower estate fees due to timing and a lower mandated State of West Virginia fee schedule for estate administration. The market value of total trust assets at September 30, 2008 and 2007 was $2.7 billion and $3.1 billion, respectively.

Service charges on deposits increased $1.6 million and $4.9 million for the quarter and nine month periods in 2008, respectively as compared to the same periods in 2007. This increase is due primarily to the acquisition of Oak Hill and related increases in service charges on overall deposits. Bank owned life insurance income increased from the third quarter of 2007 but decreased for the nine month period in 2008. The acquisition of Oak Hill accounted for the increase during the quarter and partially offset the year to date 2008 effects of a $0.9 million gain recognized in the second quarter of 2007. Mortgage banking income was higher in the third quarter of 2008 due to the recovery of impairment on mortgage servicing rights, but lower for the nine month period due to an overall decline in market activity. Securities gains increased in both periods due primarily to the sale of certain equity securities for the quarter and year to date, along with selective sale activity in the municipal and mortgage-backed security portfolios in the year-to-date period. During the third quarter of 2007, gains on the early extinguishment of debt of $0.9 million resulted from a called FHLB advance.

Service fees on ATM and debit cards increased 38.1% and 39.7% for the third quarter and nine months ended 2008, as compared to the same periods in 2007 due primarily to the acquisition of Oak Hill as well as enhancements associated with the respective fee programs. Additionally, net securities and insurance revenues increased during both periods due primarily to the Oak Hill acquisition.

. . .