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, 2008 and Form 10-Q as of March 31, 2009 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, greater than expected outflows on recent branch acquisition deposits; 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 June 30, 2009 have remained unchanged from the disclosures presented in WesBanco's Annual Report on Form 10-K for the year ended December 31, 2008 under the section "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Goodwill - The carrying value of goodwill is tested annually for impairment in the fourth quarter or at the end of other interim periods if indicators of potential impairment are present. The evaluation for impairment involves comparing the estimated current fair value of each reporting unit to its carrying value, including goodwill. If the estimated current fair value of a reporting unit exceeds its carrying value, no additional testing is required and an impairment loss is not recorded. Otherwise, additional testing is performed and to the extent such additional testing results in a conclusion that the carrying value of goodwill exceeds its implied fair value or an intangible asset exceeds its fair value, an impairment loss is recognized. WesBanco uses market capitalization, multiples of tangible book value, and discounted cash flow methods to determine the estimated current fair value of its reporting units. Given the declines in WesBanco's market capitalization during 2009, management performed an impairment test of goodwill related to the community banking reporting unit. As of June 30, 2009, there was $274.1 million of goodwill recorded at the community banking reporting unit level. Management estimated the fair value of the community banking reporting unit at June 30, 2009 using a market approach and an income approach. Based on this analysis, the estimated fair value of the community banking reporting unit could decline by approximately 13% before further analysis of goodwill impairment would be required.

In the event WesBanco determined that its goodwill was impaired, recognition of an impairment charge could have a significant adverse impact on its financial position or results of operations in the period in which the impairment occurred.

OVERVIEW

As noted last quarter, WesBanco completed the purchase of all five of AmTrust Bank's Columbus, Ohio branches on March 27, 2009. WesBanco assumed all of the deposit liabilities of $599.4 million for a total purchase price of $21.2 million and is now operating the acquired branches under the Bank name.

WesBanco is a multi-state bank holding company operating through 114 branches and 144 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 and regulatory 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 available to common shareholders for the three months ended June 30, 2009 was $4.7 million, while diluted earnings per common share were $0.18, as compared to $11.3 million or $0.42 per common share for the 2008 quarter. However, net income available to common shareholders increased 6.7% from the first quarter of 2009 primarily due to higher net interest income and higher

deposit and other fees resulting from the larger balance sheet provided by the AmTrust acquisition and increased net security gains. For the first six months of 2009 net income available to common shareholders was $9.1 million and diluted earnings per common share were $0.34, as compared to $20.8 million or $0.78 per common share for the 2008 period. Earnings per common share for 2009 included the full effect of the Troubled Asset Relief Program ("TARP") preferred stock dividend of $1.1 million or $0.04 per quarter. The TARP preferred stock transaction under the Capital Purchase Program ("CPP") for healthy banks, was consummated with the U.S. Treasury on December 5, 2008.

Net income decreased by $6.6 million during the second quarter of 2009, as compared to the second quarter of 2008, primarily due to a $4.2 million increase in FDIC insurance expense, which includes a $2.6 million special assessment and increases in the regular assessment rate. The provision for credit losses in the quarter increased $4.5 million due to deterioration of credit quality across all segments of the loan portfolio from the prolonged recession. The provision for loan losses exceeded net charge offs by $4.3 million in the second quarter of 2009 which increased the allowance for loan losses to 1.65% of total loans at June 30, 2009 compared to 1.52% at March 31, 2009 and 1.15% at June 30, 2008. Net interest income decreased by $1.4 million as a result of lower interest rates on available investments for the cash proceeds of the AmTrust acquisition, repricing of earning assets in the lower interest rate environment, lower purchase accounting accretion from the late 2007 Oak Hill Banks acquisition, and higher non-accrual loans resulting in a decrease in the net interest margin to 3.17% from 3.75% in the 2008 second quarter. These decreases were partially offset by an increase in net securities gains of $2.1 million and a lower tax provision of $2.4 million due to lower pre-tax income and a lower effective tax rate.

For the first six months of 2009 the decrease in net income was primarily due to a $5.3 million increase in FDIC insurance, an $8.7 million increase in the provision for credit losses and a $2.0 million decrease in net interest income, partially offset by decreased merger and acquisition costs of $2.1 million and a $3.9 million decrease in the provision for income taxes. The effective tax rate in the 2009 period was 6.3% as compared to 18.2% in the first six months of 2008. In addition, non-interest expenses, excluding FDIC insurance and merger-related expenses, declined $1.6 million which reflects ongoing efficiency improvements throughout WesBanco and in many expense categories. Salaries and wages, net occupancy, equipment expense, amortization of intangibles and miscellaneous taxes were the principal categories where expense reductions were achieved. These improvements were mitigated somewhat in the second quarter by the AmTrust acquisition, which added 30 full time equivalent employees at the end of the first quarter.

NET INTEREST INCOME

TABLE 1. NET INTEREST INCOME


                                              For the Three Months Ended       For the Six Months Ended
                                                       June 30,                        June 30,
(unaudited, in thousands)                         2009           2008             2009          2008
Net interest income                           $      39,251  $      40,659    $      77,378  $     79,403
Taxable equivalent adjustments to net                 1,991          1,898            3,883         3,944
interest income
Net interest income, fully taxable            $      41,242  $      42,557    $      81,261  $     83,347
equivalent
Net interest spread, non-taxable equivalent           2.75%          3.28%            2.85%         3.22%
Benefit of net non-interest bearing                   0.27%          0.30%            0.30%         0.29%
liabilities
Net interest margin                                   3.02%          3.58%            3.15%         3.51%
Taxable equivalent adjustment                         0.15%          0.17%            0.16%         0.17%
Net interest margin, fully taxable                    3.17%          3.75%            3.31%         3.68%
equivalent

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. Net interest income for the second quarter increased $1.1 million or 3.0% from the first quarter of 2009 due to an 11.9% increase in average earning assets, partially offset by a 29 basis point decline in the net interest margin. Net interest income decreased 3.5% in the second quarter and 2.6% in the six month period of 2009 as compared to the same periods in 2008 due to decreases in the net interest margin partially offset by increases in average earning assets. The investment of approximately $600 million of cash proceeds from the AmTrust branch acquisition is the primary reason for the increase in earning assets, but it also contributed to the decreases in margin due to lower interest rates on available investment opportunities as a result of the current relatively lower interest rate environment, and from the timing and duration of the initial investment of the funds. In addition, while market interest rates in 2008 generally reduced interest income at a slower pace than the effect on interest bearing liabilities, in 2009 as the lower rates continued, deposit rate floors have impacted WesBanco and repricing of assets is having a larger impact, as well as increases in non-accrual loans and lower Oak Hill Banks-related purchase accounting accretion, reducing the net interest margin. The margin benefited in the 2009 six month period from a 5.8% increase in average non-interest bearing deposit balances, as compared to the first half of 2008 as the result of marketing campaigns focused on checking account products. The increased liquidity provided by the AmTrust branch acquisition will permit WesBanco to reduce higher cost FHLB and other borrowings as they mature which, combined with continued repricing of higher cost certificates of deposit, is expected to improve the net interest margin in the second half of 2009.

Interest income decreased 6.4% in the second quarter and 11.1% in the six month period as compared to the same periods in 2008. These decreases were due to a lower yield on earning assets of 116 basis points to 5.24% in the second quarter and 117 basis points to 5.43% for the first six months of 2009, and was also partially offset by increases in both periods in average earning assets. In addition to the decrease in taxable securities yields from the investment of cash acquired with the AmTrust branches and the resulting overall shorter portfolio average duration, repricing of loans over the last six quarters as a result of a lower interest rate environment and the reduction in interest income related to increases in nonperforming loans caused a decline in loan yields of 75 basis points in the second quarter and 88 basis points in the year-to-date period of 2009. Average earning assets increased by $659.2 million or 14.5% in the second quarter and $382.3 million or 8.4% in the first six months of 2009 as a result of the AmTrust acquisition, and were partially offset by a decrease in average loan balances of $91.1 million and $107.9 million respectively. Proceeds from decreases in residential mortgage loans, which

generally have higher yields than other investment types, have been reinvested at lower yields which also reduces the overall yield of the portfolio.

Average loan balance decreases are primarily due to continued strategic decreases in residential real estate loans through the sale of most originations, partially offset by increases in commercial real estate due to origination volumes and reduced prepayments from property refinancing and sales. Home equity loans also increased through various marketing and targeted sales efforts in our branches. Consumer loans declined due to reduced demand for automobile loans, and a strategic reduction in recreational vehicle product lending.

Interest expense decreased 10.4% in the second quarter and 21.3% in the six month period as compared to the same periods in 2008 primarily due to a decline in the average rate paid on deposits of 73 basis points to 1.96% for the second quarter and 95 basis points to 2.02% for the first half of 2009. These decreases were partially offset by increases in average interest bearing liabilities of 12.7% in the second quarter and 4.2% in the year-to-date period. The rate decline was due to management reducing certain interest rates on maturing CDs, MMDA and interest bearing demand deposit accounts in order to realize a lower cost of funds during a period of reduced loan demand, while focusing marketing efforts on non-interest bearing demand deposits, and, through the first quarter of 2009, utilizing reasonably priced FHLB borrowings and CDARS® certificates of deposit as alternative, cheaper funding sources. The cost of CDs, MMDA and interest bearing demand deposit accounts declined by 129 basis points, 50 basis points and 87 basis points, respectively, in the first six months of 2009. This strategy also resulted in decreases in deposits through most of 2008; however, average deposits increased $465.5 million in the second quarter of 2009 as compared to the second quarter of 2008 and total deposits increased $596.6 million from December 31, 2008 primarily due to the branch acquisition in the first quarter of 2009. In addition, non-AmTrust branch deposit levels have been generally stable in the first six months of 2009 through growth in reasonably priced deposits in certain regions as a result of somewhat reduced competition as compared to prior periods, overall stock market volatility and an increase in the national personal savings rate. Some decreases in CDs are expected in the second half of 2009 due to the Bank's strategy of allowing certain high rate, single service former AmTrust CDs to mature without renewal due to the current rate environment, potentially resulting in an overall reduction in the size of the balance sheet. The increase in deposits from the branch acquisition and other sources caused a reduction in the loan to deposit ratio from approximately 103% at December 31, 2008 to 87% at June 30, 2009.

Borrowing costs have not dropped significantly, as there were fewer maturities in the first half of 2009. Opportunities for reduced borrowing costs should occur in the latter half of 2009 as FHLB borrowings and certain repurchase agreements mature or reprice at lower costs.

TABLE 2. AVERAGE BALANCE SHEETS AND NET INTEREST MARGIN ANALYSIS



                             For the Three Months Ended June 30,            For the Six Months Ended June 30,
                                 2009                     2008                 2009                   2008
                            Average     Average     Average    Average   Average    Average     Average    Average
(unaudited, in              Balance      Rate        Balance    Rate      Balance    Rate        Balance    Rate
thousands)
ASSETS
Due from banks -            $    56,111   0.32%     $    7,971   7.38%   $   46,063   0.20%     $    6,024   5.51%
interest bearing
Loans, net of unearned        3,563,495   5.79%      3,654,575   6.54%    3,581,004   5.83%      3,688,942   6.71%
income (1)
Securities: (2)
 Taxable                      1,215,980   3.55%        522,162   5.44%      936,302   3.91%        488,910   5.86%
 Tax-exempt (3)                 343,499   6.63%        329,607   6.58%      335,929   6.61%        320,781   7.03%
  Total securities            1,559,479   4.23%        851,769   5.88%    1,272,231   4.62%        809,691   6.32%
Federal funds sold                    -       -          8,218   2.24%        4,155   0.24%         19,732   2.71%
Other earning assets             31,918   0.79%         29,256   4.47%       32,129   1.05%         28,898   3.69%
  Total earning assets        5,211,003   5.24%      4,551,789   6.40%    4,935,582   5.43%      4,553,287   6.60%
(3)
Other assets                    637,759                663,014              618,840                714,084
Total Assets                $ 5,848,762            $ 5,214,803          $ 5,554,422            $ 5,267,371

LIABILITIES AND SHAREHOLDERS' EQUITY
Interest bearing demand     $   468,921   0.62%     $  440,524   0.97%   $  450,750   0.62%     $  428,064   1.49%
deposits
Money market accounts           647,623   1.14%        551,266   1.57%      566,475   1.10%        572,847   1.60%
Savings deposits                484,192   0.53%        445,131   0.67%      458,455   0.52%        444,375   0.79%
Certificates of deposit       2,074,433   2.85%      1,772,779   3.96%    1,906,405   2.98%      1,840,031   4.27%
  Total interest              3,675,169   1.96%      3,209,700   2.69%    3,382,085   2.02%      3,285,317   2.97%
bearing deposits
Federal Home Loan Bank          584,381   3.85%        465,568   4.03%      588,788   3.85%        458,953   4.05%
borrowings
Other borrowings                232,467   3.05%        297,255   2.82%      235,253   3.29%        288,997   3.32%
Junior subordinated             111,142   5.31%        111,053   6.33%      111,132   5.46%        111,039   6.56%
debt
  Total interest              4,603,159   2.34%      4,083,576   2.95%    4,317,258   2.42%      4,144,306   3.21%
bearing liabilities
Non-interest bearing            526,951                499,875              520,995                492,648
demand deposits
Other liabilities                56,490                 40,018               52,956                 43,376
Shareholders' Equity            662,162                591,334              663,213                587,041
Total Liabilities and
 Shareholders' Equity       $ 5,848,762            $ 5,214,803          $ 5,554,422            $ 5,267,371

Net Interest Spread                       2.90%                  3.45%                3.01%                  3.39%

(1) Gross of allowance for loan losses and net of unearned income, includes non-accrual and loans held for sale, loan fees included in interest income on loans are not material.

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

(3) Taxable equivalent basis is calculated on tax-exempt securities using a tax rate of 35% for each year presented.

TABLE 3. RATE/VOLUME ANALYSIS OF CHANGES IN INTEREST INCOME AND INTEREST EXPENSE
                                  Three Months Ended June 30, 2009                 Six Months Ended June 30, 2009
                                      Compared to June 30, 2008                       Compared to June 30, 2008
                                                           Net Increase                                    Net Increase
(unaudited, in thousands)      Volume         Rate          (Decrease)         Volume         Rate          (Decrease)
Increase (decrease) in
interest income:
 Due from banks - interest   $       154   $      (256)     $      (102)     $       171   $      (292)     $      (121)
bearing
 Loans, net of unearned          (1,426)        (6,528)          (7,954)         (3,506)       (15,713)         (19,219)
income
 Taxable securities                6,839        (3,155)            3,684           9,909        (5,919)            3,990
 Tax-exempt securities (1)           230             36              266             518          (690)            (172)
 Federal funds sold                 (23)           (23)             (46)           (122)          (140)            (262)
 Other interest income                27          (291)            (264)              54          (419)            (365)
  Total interest income            5,801       (10,217)          (4,416)           7,024       (23,173)         (16,149)
change (1)

Increase (decrease) in
interest expense:
 Interest bearing demand              65          (400)            (335)             157        (1,956)          (1,799)
deposits
 Money market accounts               340          (646)            (306)            (50)        (1,388)          (1,438)
 Savings deposits                     62          (159)             (97)              53          (606)            (553)
 Certificates of deposit           2,684        (5,402)          (2,718)           1,360       (12,151)         (10,791)
 Federal Home Loan Bank            1,160          (211)              949           2,498          (461)            2,037
borrowings
 Other borrowings                  (479)            162            (317)           (877)           (39)            (916)
 Junior subordinated debt              1          (278)            (277)               3          (607)            (604)
  Total interest expense           3,833        (6,934)          (3,101)           3,144       (17,208)         (14,064)
change
Net interest income          $     1,968  $     (3,283)    $     (1,315)     $     3,880  $     (5,965)    $     (2,085)
decrease (1)

(1) Taxable equivalent basis is calculated on tax-exempt securities using a tax rate of 35% for each year presented.

PROVISION FOR LOAN LOSSES

The provision for loan losses is determined by management as the amount to be added to the allowance for loan losses after net charge-offs have been deducted to bring the allowance to a level considered appropriate to absorb probable losses in the loan portfolio. The provision for loan losses was $10.4 million for the second quarter of 2009, an increase of $4.7 million from the second quarter of 2008. For the year-to date period, the provision was $19.8 million, an increase of $8.7 million from the same 2008 period. Higher provision expense for 2009 compared to 2008 reflects the establishment of a $2 million specific reserve on a $7.8 million commercial real estate loan secured by a hotel property and the general deterioration of credit quality across all segments of the loan portfolio due to the prolonged recession, which has caused increases in non-performing assets and charge offs. Non-performing loans increased $11.1 million or 16% from March 31, 2009 to June 30, 2009, and $45.3 million or 125% from December 31, 2008. This increase in non-performing loans reflects general deterioration of credit quality which has been most prevalent in the commercial and residential real estate portfolios. Net charge-offs for the second quarter of 2009 increased $2.0 million compared to the second quarter of 2008, and $1.0 million compared to the first quarter of 2009. Worsening economic conditions and declining property values have resulted in higher residential and commercial real estate losses while consumer loan losses have been relatively stable. The provision for loan losses exceeded net charge-offs by $4.3 million in the second quarter of 2009 and $8.8 million for the first six months of 2009, which increased the allowance for loan losses to 1.65% of total loans at June 30, 2009 compared to 1.52% at March 31, 2009 and 1.15% at June 30, 2008. 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 Six Months
                                Ended June 30,                               Ended June 30,
(unaudited, dollars in         2009         2008    $ Change  % Change      2009         2008     $ Change
thousands)
Trust fees                    $  3,288     $  3,939  $  (651)  (16.5%)     $  6,641     $  8,063  $  (1,422)
Service charges on deposits      6,076        6,020        56     0.9%       11,294       11,623       (329)
Bank-owned life insurance          897          902       (5)   (0.6%)        1,788        1,762          26
Net securities gains             2,462          400     2,062   515.5%        2,604          906       1,698
(losses)
Net gains on sales of loans        297          408     (111)  (27.2%)          785          464         321

Other
Income
Service fees on ATM's and        1,880        1,631       249    15.3%        3,601        3,256         345
debit cards
Net securities brokerage         1,175          630       545    86.5%        1,800        1,314         486
revenue
Net insurance services             543          763     (220)  (28.8%)        1,126        1,439       (313)
revenue
Gain (loss) on sale of
other real estate
  owned and repossessed          (363)        (230)     (133)  (57.8%)        (478)        (718)         240
assets
Other                               54          328     (274)  (83.5%)        (415)        1,777     (2,192)
  Total other income             3,289        3,122       167     5.3%        5,634        7,068     (1,434)
Total non-interest income     $ 16,309     $ 14,791  $  1,518    10.3%     $ 28,746     $ 29,886  $  (1,140)

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 customers, as well as providing additional fee income beyond normal spread-related income to WesBanco. Non-interest income increased $1.5 million or 10.3%, for the second quarter of 2009 compared to the second quarter of 2008 primarily due to . . .