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 documents subsequently filed by WesBanco with the Securities and Exchange Commission ("SEC"), including WesBanco's Forms 10-Q for the quarters ended March 31 and June 30, 2009, which are 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 September 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 at least annually for impairment or when 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, 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 September 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 September 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 9% 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

WesBanco is a multi-state bank holding company operating through 114 branches and 138 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.

As noted in the first quarter of 2009, 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 WesBanco Bank name.

On September 9, 2009 WesBanco repurchased from the U.S. Department of the Treasury 75,000 shares of the Company's Fixed Rate Cumulative Perpetual Preferred Stock, Series A, originally issued on December 5, 2008 under the Troubled Asset Relief Program ("TARP"), at a purchase price of $75 million plus a final accrued dividend of $250,000. The funds used to redeem the preferred stock were derived from security sales and other internal sources, including a special dividend from the Bank paid during the quarter that was previously approved by the Bank's regulators. The repurchase of the preferred stock resulted in WesBanco recording a $2.3 million charge in the third quarter representing the remaining unamortized discount on the preferred stock on the repurchase date, as well as certain unamortized issuance costs. These charges, along with $0.8 million of discount amortization and dividends are reflected on the income statement in the third quarter after net income. WesBanco also issued a warrant to the Treasury Department with the preferred stock in December 2008 and is currently

negotiating terms for the repurchase of this warrant. WesBanco's consolidated and bank subsidiary capital ratios continue to be in excess of the "well capitalized" benchmarks for regulatory purposes at September 30, 2009 after repurchase of the preferred stock.

On August 27, 2009 the Board of Directors of WesBanco declared a third quarter common stock dividend of $0.14 per share, a 50% reduction in the quarterly dividend rate as compared to the prior quarterly rate. The reduction was taken to address the impact of the recession on earnings and to increase capital internally by reducing the payout ratio. The dividend reduction will better match dividends to current earnings opportunities.

RESULTS OF OPERATIONS

EARNINGS SUMMARY

For the quarter ended September 30, 2009

WesBanco's net income available to common shareholders for the quarter ended September 30, 2009 was $2.3 million while diluted earnings per common share were $0.09, as compared to $11.5 million or $0.43 per common share for the third quarter of 2008, and $4.7 million or $0.18 per share in the prior quarter ended June 30, 2009. Earnings per common share in the third quarter included a charge of $0.09 per common share for the unamortized discount on the repurchase of the TARP preferred stock and an additional $0.03 per share for preferred stock dividends paid in the third quarter. For the nine month period ended September 30, 2009, net income available to common shareholders was $11.4 million or $0.43 per common share, while for the same period in 2008, net income was $32.3 million or $1.22 per common share. Net income before preferred stock dividends and the accounting adjustment for the TARP repurchase was $16.6 million year to date.

Net income decreased by $6.1 million during the third quarter of 2009, as compared to the third quarter of 2008, primarily due to a $9.7 million increase in the provision for loan losses, which reflects loan charge-offs of $14.0 million as compared to loan charge-offs of $4.9 million in the 2008 quarter. During the quarter WesBanco charged-down two commercial loans by $8.5 million, with $2.0 million of this charge reserved for in the second quarter. One of the charge-offs was caused by a fraudulent equipment leasing scheme which impacted a borrower's equipment leasing activities, and the other loss was on a hotel which was previously identified as impaired. Higher provision expense also reflects the general deterioration of credit quality across all segments of the loan portfolio due to the prolonged recession, which has caused increases in net charge-offs and non-performing assets. The allowance for loan losses increased to 1.74% of total loans at September 30, 2009 as compared to 1.21% at September 30, 2008, and 1.65% at the end of the second quarter. In addition, FDIC insurance increased by $1.2 million from industry wide higher assessments and employee benefits increased $1.3 million due to higher pension and health care costs. Partially offsetting these increases were net securities gains of $1.0 million, a bank owned life insurance claim of $1.0 million and a $1.5 million decrease in the tax provision due to lower pre-tax income and a lower effective tax rate during the 2009 quarter.

Net interest income increased slightly in the third quarter of 2009 as compared to the third quarter of 2008, but increased 3.0% versus the second quarter of 2009 and 6.0% over the first quarter of 2009 as a result of increased earning assets from the branch acquisition. Also contributing to improved net interest income were lower rates on interest bearing liabilities, particularly for deposits, as a result of decreasing market interest rates, certificate of deposit maturities and WesBanco's focus on improving the net interest margin by reducing higher cost funding sources.

For the year-to-date period ended September 30, 2009

For the 2009 nine month period, the decrease in net income was primarily due to an $18.4 million increase in the provision for credit losses, a $6.5 million increase in FDIC insurance, and a $2.6 million increase in employee benefits, partially offset by decreased merger and acquisition costs of $2.6 million, a $2.8 million increase in net security gains and a $5.4 million decrease in the provision for income taxes. The effective tax rate in the 2009 period was 2.3% as compared to 15.1% in the nine month period of 2008. In addition, non-interest expenses, excluding FDIC insurance, merger-related expenses and employee benefits declined $3.3 million which reflects ongoing efficiency improvements throughout WesBanco and in many expense categories. Salaries and wages, net occupancy and equipment, consulting fees, marketing, amortization of intangibles and miscellaneous taxes were the principal categories where expense reductions were achieved. These improvements were mitigated somewhat by the branch acquisition, which added 30 full time equivalent employees and five new branch facilities at the end of the first quarter.

NON-GAAP MEASURES

The following non-GAAP financial measures used by WesBanco provide information that WesBanco believes is useful to investors in understanding WesBanco's operating performance and trends, and facilitates comparisons with the performance of WesBanco's peers. The following tables summarize the non-GAAP financial measures derived from amounts reported in WesBanco's financial statements.

TABLE 1. NON-GAAP MEASURES

                                             September 30,     December 31,
(unaudited, dollars in thousands)                 2009             2008
Tangible equity to tangible assets:
Total shareholders' equity                    $     592,335     $    659,371
Less: goodwill and other intangible assets        (289,087)        (267,883)
Tangible equity                                     303,248          391,488

Total assets                                      5,561,091        5,222,041
Less: goodwill and other intangible assets        (289,087)        (267,883)
Tangible assets                                   5,272,004        4,954,158

Tangible equity to tangible assets                    5.75%            7.90%

Tangible common equity to tangible assets:
Total shareholders' equity                    $     592,335     $    659,371
Less: goodwill and other intangible assets        (289,087)        (267,883)
Less: preferred shareholders' equity                      -         (72,332)
Tangible common equity                              303,248          319,156

Total assets                                      5,561,091        5,222,041
Less: goodwill and other intangible assets        (289,087)        (267,883)
Tangible assets                                   5,272,004        4,954,158

Tangible common equity to tangible assets             5.75%            6.44%

The decline in the equity ratios was primarily caused by the acquisition of AmTrust deposits of $599.4 million.

NET INTEREST INCOME

TABLE 2. NET INTEREST INCOME


                                                      For the Three Months Ended      For the Nine Months Ended
                                                             September 30,                  September 30,
(unaudited, dollars in thousands)                         2009           2008             2009          2008
Net interest income                                   $      40,429  $      40,287    $     117,807  $    119,690
Taxable equivalent adjustments to net interest                1,936          1,933            5,819         5,876
income
Net interest income, fully taxable equivalent         $      42,365  $      42,220    $     123,626  $    125,566
Net interest spread, non-taxable equivalent                   2.94%          3.21%            2.87%         3.22%
Benefit of net non-interest bearing liabilities               0.26%          0.32%            0.29%         0.30%
Net interest margin                                           3.20%          3.53%            3.16%         3.52%
Taxable equivalent adjustment                                 0.15%          0.17%            0.16%         0.17%
Net interest margin, fully taxable equivalent                 3.35%          3.70%            3.32%         3.69%

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 and turnover of those assets and liabilities. Net interest income increased 0.4% in the third quarter and decreased 1.6% in the nine month period of 2009 as compared to the same periods in 2008. Average earning assets increased $483.4 million or 10.6% for the quarter and $416.1 million or 9.1% for the year-to-date period; however, the net interest margin decreased by 35 and 37 basis points in the third quarter and year-to-date periods, respectively, as compared to the same periods in 2008. The investment of the cash proceeds from the branch acquisition is the primary reason for the increase in earning assets, but it also contributed to the decreases in margin as investment opportunities were lower yielding, and of shorter duration, than the overall portfolio. The continuation of the low interest environment in 2009 has also impacted the margin as lower security and loan yields and a reduction of interest income from the increased nonperforming loans have not been fully offset by decreases in deposit and borrowing cost of funds. However, the margin has somewhat benefited from a 5.0% increase in average non-interest bearing deposit balances year to date, the result of marketing campaigns focused on checking account products.

As compared to the second quarter of 2009, net interest income for the third quarter increased $1.2 million or 3.0% due to the acquisition and a higher net interest margin. The margin increase, totaling 18 basis points, resulted from a combination of an increase in the yield in earning assets, reflecting the full benefit of the second quarter investment of the cash received from the branch acquisition, and a 13 basis point decline in the cost of interest bearing liabilities resulting from the lower interest rate environment and re-pricing of higher rate CDs and certain term borrowings. The benefit of the improved rates was partially offset by a 3.3% decline in average earning assets used to fund the previously anticipated third quarter run off of some of AmTrust's former higher rate, single service customer CDs.

Interest income decreased 5.0% in the third quarter and 9.1% in the nine month period as compared to the same periods in 2008. These decreases were due to a lower yield on earning assets of 88 basis points to 5.30% in the third quarter and 107 basis points to 5.39% for the year-to-date period 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 branches and the resulting overall shorter portfolio average duration, repricing of loans over the last seven 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 63 basis points in the third quarter and 78 basis points in the year-to-date period of 2009. The increase in average earning assets due to the acquisition was partially offset by a decrease in average loan balances of $87.9 million and $101.3 million respectively. Proceeds from decreases in residential mortgage loans, which generally have higher yields than typical investment types, have been reinvested at lower yields, thus reducing the overall yield of the earning assets.

Average loan balance decreases are primarily due to continued strategic decreases in residential real estate loans through the sale of most originations and reduced commercial line usage, 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 12.7% in the third quarter and 18.7% in the nine month period as compared to the same periods in 2008 primarily due to a decline in the average rate paid on deposits of 65 basis points to 1.82% for the third quarter and 86 basis points to 1.95% for the year-to-date period of 2009. These decreases were partially offset by increases in average interest bearing liabilities of 9.9% in the third quarter and 6.1% in the nine month 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 declining loan yields, while focusing marketing efforts on non-interest bearing demand deposits. The cost of CDs, MMDA and interest bearing demand deposit accounts declined by 117 basis points, 85 basis points and 63 basis points, respectively, in the nine month period of 2009. Average deposits increased $474.5 million in the third quarter of 2009 as compared to the third quarter of 2008 and total deposits increased $501.6 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 nine month period of 2009 through growth in competitively 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. CD balances decreased 5.8% in the third quarter as compared to the second quarter 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. 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 88% at September 30, 2009. In addition, the increased liquidity provided by the branch acquisition will permit WesBanco to continue to reduce higher cost FHLB and certain repurchase agreements as they mature which, combined with continued repricing of higher cost certificates of deposit, is expected to continue to improve the net interest margin.

TABLE 3. AVERAGE BALANCE SHEETS AND NET INTEREST MARGIN ANALYSIS


                           For the Three Months Ended September 30,     For the Nine Months Ended September 30,
                                  2009                  2008                  2009                  2008
                            Average     Average    Average    Average    Average    Average    Average    Average
(unaudited, dollars in       Balance     Rate      Balance     Rate      Balance     Rate      Balance     Rate
thousands)
ASSETS
Due from banks -           $     38,772   0.19%    $   18,953   1.15%   $    43,606   0.19%    $   10,365   2.85%
interest bearing
Loans, net of unearned        3,529,534   5.73%     3,617,444   6.36%     3,563,632   5.80%     3,664,935   6.58%
income (1)
Securities: (2)
 Taxable                      1,100,345   3.84%       549,070   5.04%       991,584   3.88%       509,108   5.61%
 Tax-exempt (3)                 337,130   6.56%       335,850   6.58%       336,334   6.59%       325,841   6.87%
  Total securities            1,437,475   4.48%       884,920   5.63%     1,327,918   4.57%       834,949   6.10%
Federal funds sold                    -       -           598   2.01%         2,755   0.24%        13,575   2.65%
Other earning assets             31,911   0.83%        32,357   3.91%        32,055   0.97%        30,060   3.77%
  Total earning assets        5,037,692   5.30%     4,554,272   6.18%     4,969,966   5.39%     4,553,884   6.46%
(3)
Other assets                    624,389               621,838               620,730               682,845
Total Assets               $  5,662,081           $ 5,176,110           $ 5,590,696           $ 5,236,729

LIABILITIES AND SHAREHOLDERS' EQUITY
Interest bearing demand    $    456,939   0.68%    $  432,706   0.82%   $   452,836   0.64%    $  429,623   1.27%
deposits
Money market accounts           680,008   1.03%       518,629   1.66%       604,735   1.07%       466,035   1.92%
Savings deposits                483,273   0.50%       438,142   0.66%       466,819   0.51%       530,890   0.62%
Certificates of deposit       1,905,645   2.72%     1,679,159   3.62%     1,906,149   2.89%     1,786,016   4.06%
  Total interest bearing      3,525,865   1.82%     3,068,636   2.47%     3,430,539   1.95%     3,212,564   2.81%
deposits
Federal Home Loan Bank          574,097   3.85%       557,365   3.94%       583,837   3.85%       491,989   4.00%
borrowings
Other borrowings                228,514   3.09%       302,842   2.75%       232,982   3.22%       293,645   3.12%
Junior subordinated debt        111,164   4.36%       111,073   6.07%       111,143   5.09%       111,051   6.39%
  Total interest bearing      4,439,640   2.21%     4,039,916   2.80%     4,358,501   2.35%     4,109,249   3.07%
liabilities
Non-interest bearing            521,477               504,232               521,157               496,537
demand deposits
Other liabilities                57,260                43,345                54,405                43,375
Shareholders' Equity            643,704               588,617               656,633               587,568
Total Liabilities and      $  5,662,081           $ 5,176,110           $ 5,590,696           $ 5,236,729
Shareholders' Equity

Net Interest Spread                       3.09%                 3.38%                 3.03%                 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 4. RATE/VOLUME ANALYSIS OF CHANGES IN INTEREST INCOME AND INTEREST EXPENSE

                              Three Months Ended September 30, 2009          Nine Months Ended September 30, 2009
                                   Compared to September 30, 2008               Compared to September 30, 2008
                                                          Net Increase                                    Net Increase
(unaudited, in thousands)      Volume         Rate         (Decrease)         Volume         Rate          (Decrease)
Increase (decrease) in
interest income:
 Due from banks - interest   $        31   $       (68)    $       (37)     $       197   $      (355)     $      (158)
bearing
 Loans, net of unearned          (1,351)        (5,520)         (6,871)         (4,924)       (21,165)         (26,089)
income
 Taxable securities                5,655        (1,963)           3,692          15,753        (8,069)            7,684
 Tax-exempt securities (1)            21           (12)               9             531          (696)            (165)
 Federal funds sold                  (2)            (1)             (3)           (124)          (141)            (265)
 Other interest income               (4)          (246)           (250)              53          (668)            (615)
  Total interest income            4,350        (7,810)         (3,460)          11,486       (31,094)         (19,608)
change (1)

Increase (decrease) in
interest expense:
 Interest bearing demand              49          (156)           (107)             209        (2,115)          (1,906)
deposits
 Money market accounts               563          (972)           (409)           1,639        (3,485)          (1,846)
 Savings deposits                     70          (190)           (120)           (275)          (398)            (673)
 Certificates of deposit           1,901        (4,127)         (2,226)           3,449       (16,465)         (13,016)
 Federal Home Loan Bank              172          (125)              47           2,663          (579)            2,084
borrowings
 Other borrowings                  (554)            238           (316)         (1,456)            224          (1,232)
 Junior subordinated debt              1          (475)           (474)               4        (1,082)          (1,078)
  Total interest expense           2,202        (5,807)         (3,605)           6,233       (23,900)         (17,667)
change
Net interest income          $     2,148  $     (2,003)     $       145     $     5,253  $     (7,194)    $     (1,941)
increase (decrease) (1)

. . .