As filed with the Securities and Exchange Commission on September 5, 1996
Registration No. -
- ----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WESBANCO, INC.
--------------
(Exact Name of Registrant as Specified in its Charter)
West Virginia 6711 55-0571723
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or Bank Plaza
organization) Wheeling, West Virginia 26003
(304) 234-9000
(Address, including Zip Code and Telephone Number,
including Area Code of Registrant's Principal Executive Offices)
Edward M. George, President
Wesbanco, Inc.
Bank Plaza
Wheeling, West Virginia 26003
(304) 234-9208
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
WITH COPIES TO:
James C. Gardill, Esquire
Phillips, Gardill, Kaiser & Altmeyer
61 Fourteenth Street
Wheeling, West Virginia 26003
------------------------------
Approximate date of commencement of the proposed sale of the
securities to the public: As soon as practicable after the
effective date of this Registration Statement.
If the securities being registered on this Form are being
offered in connection with the formation of a holding company and
there is compliance with General Instruction G, check the following box:
----
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Price Aggregate Offering Registra-
be Registered Registered Per Unit Price tion Fee
- ------------------------------------------------------------------------------
Common Stock
$2.0833 Par Value 360,186(1) $27.00(1) $9,725,022.00(1) $3,353.45(1)
- ------------------------------------------------------------------------------
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

Exhibit Index is on page 171.

(1) Estimated solely for purpose of computing the registration
fee based upon the market value per share of the Wesbanco Common
Stock, $2.0833 par value, to be exchanged for Vandalia National
Corporation Common Stock, $1.00 par value. This number includes
approximately 359,911 shares for the exchange, and 275 shares for
fractional share buy up elections since there will be no
fractional shares issued.

WESBANCO, INC.
CROSS REFERENCE SHEET
VANDALIA NATIONAL CORPORATION

(Pursuant to Rule 404 of Regulation C and Item 501 of Regulation
S-K showing the location in the Proxy Statement/Prospectus of the
answers to the Items of Part I of Form S-4.)

Caption or Location
Item Number in Prospectus/Proxy
S-4 Statement
- ------------ --------------------
A. Information About the Transaction

1. Forepart of Registration Statement and
Outside Front Cover Page of Prospectus . . . . Front Cover Page; Cross
Reference Sheet;
Outside Front Cover
Page of Prospectus

2. Inside Front and Outside Back Cover Pages
of Prospectus . . . . . . . . . . . . . . .Available Information;
Table of Contents

3. Risk Factors, Ratio of Earnings to Fixed
Charges and Other Information . . . . . . Summary Information;
Market Prices and
Selected Financial
Information;
Selected Pro Forma
Financial
Information;
Comparative Stock
Prices and
Dividends; Pro Forma
Data; Government
Regulation

4. Terms of the Transaction . . . . . . . . Summary Information; The
Merger; Comparative
Rights of
Shareholders

5. Pro Forma Financial Information . . . . . Selected Pro Forma
Financial
Information; The
Merger - Accounting
Treatment; Pro Forma
Data

6. Material Contacts with the Company Being
Acquired . . . . . . . . . . . . . . . . . Introduction; The Merger -
Background of the
Merger

7. Additional Information Required for
Reoffering by Persons and Parties Deemed
to be Underwriters . . . . . . . . . . . . *

8. Interests of Named Experts and Counsel. . .Legal Matters; Experts

9. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities. . . . . . . . . . . . . . . *

B. Information About the Registrant
--------------------------------
10. Information with Respect to S-3
Registrants . . Front Cover Page;
Available
Information; Market
Prices and Selected
Financial
Information;
Information with
Respect to Wesbanco;
Index to Financial
Statements;
Government
Regulation;
Incorporation of
Certain Documents by
Reference

11. Incorporation of Certain Information by
Reference . . . . . . . . . . . . . . . . .Incorporation of Certain
Documents by
Reference;
Comparative Stock
Prices and
Dividends;
Information with
Respect to Wesbanco

12. Information with Respect to S-2 or S-3
Registrants . . . . . . . . . . . . . . . *

13. Incorporation of Certain Information by
Reference . . . . . . . . . . . . . . . . *

14. Information with Respect to Registrants
Other Than S-2 or S-3 Registrants . . . . .*

C. Information About the Company Being Acquired
--------------------------------------------
15. Information with Respect to S-3 Companies *

16. Information with Respect to S-2 or S-3
Companies . . . . . . . . . . . . . . . . *

17. Information with Respect to Companies
Other Than S-2 or S-3 Companies . . . . . Front Cover; Market
Prices;
Selected Financial
Information;
Comparative Stock
Prices and Dividends
- Vandalia Stock
Price Range and
Dividends, and
Vandalia Dividend
Policy; Information
with Respect to
Vandalia; Government
Regulation; Index to
Financial Statements
- Vandalia National
Corporation;
Management
Discussion and
Analysis

D. Voting and Management Information
---------------------------------
18. Information if Proxies, Consents or
Authorizations are to be Solicited
(a) (1) Date, Time and Place
Information . . . . . . . . . . . . Summary Information;
Voting Information

(2) Revocability of Proxy. . . . . Voting Information -
Voting
and Revocation of Proxies

(3) Dissenters' Rights. . . . . . . The Merger - Rights of
Dissenting Shareholders

(4) Persons Making the
Solicitation . . . . . . . Introduction; Voting
Information;
Solicitation of
Proxies; The Merger
- Expenses

(5) (i) Interest of Certain
Persons in Matters to
be Acted Upon. . . The Merger - Interests of
Certain Persons in
the Merger;
Information with
Respect to Vandalia

(ii) Voting Securities and
Principal Holders
Thereof . . . . . . Voting Information - Voting
and Revocation of
Proxies; Comparative
Rights of
Shareholders;
Information with
Respect to Vandalia
- Principal
Shareholders;
Information with
Respect to Wesbanco
- Principal
Shareholders

(6) Vote Required for Approval. . Summary Information;
Voting Information -
Voting and
Revocation of
Proxies; The Merger
- Wesbanco and
Wesbanco Fairmont
Shareholder
Approval, and
Conditions and
Covenants

(7) (i) Directors and Executive
Officers . . . . . .The Merger - Effects of
the Merger: The
Surviving
Corporation;
Information with
Respect to Vandalia;
Information with
Respect to Wesbanco
- Principal
Shareholders;
Incorporation of
Certain Documents by
Reference

(ii) Executive Compensation. . Incorporation of Certain
Documents by
Reference;
Information with
Respect to Vandalia

(iii)Certain Relationships
and Related Transactions. Incorporation of Documents
by Reference;
Information with
Respect to Vandalia

(iv) Relationship with
Independent
Public Accountant . . . . Pro Forma Data; Voting
Information -
Accountants;
Relationship with
Independent
Accountants

(v) Incorporation by
Reference. . . . . . . . Incorporation of Certain
Documents by Reference

19. Information if Proxies, Consents or
Authorizations are not to be Solicited
or in an Exchange Offer. . . . . . . . . *

20. Indemnification of Directors and
Officers . . . . . . . . . . . . . . . . Part II - Indemnification
of Directors and Officers

21. Exhibits and Financial Statement
Schedules . . . . . . . . . . . . . . . .Part II - Exhibits; Index
to Financial Statements

22. Undertakings . . . . . . . . . . . . Part II - Undertakings

* Indicates a negative response or item is not applicable.

VANDALIA NATIONAL CORPORATION
344 HIGH STREET
MORGANTOWN, WEST VIRGINIA 26505
(304) 284-2400
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER ___, 1996

TO THE SHAREHOLDERS OF VANDALIA NATIONAL CORPORATION:

Notice is hereby given that a special meeting (the "Special
Meeting") of the shareholders of Vandalia National Corporation
("Vandalia") will be held on ____________, December ___, 1996,
at 4:00 P.M., in the principal office of The National Bank of
West Virginia, 344 High Street, Morgantown, West Virginia, for
the purpose of considering and voting on the following matters:

1. Approval of the Agreement and Plan of Merger by and
between Wesbanco, Inc., ("Wesbanco"), Vandalia, VNC Corporation,
a wholly owned subsidiary of Wesbanco ("VNC"), and Wesbanco Bank
Fairmont ("Wesbanco Fairmont"), dated as of July 18, 1996 (the
"Agreement and Plan of Merger"), in the form attached to the
accompanying Proxy Statement/Prospectus as Appendix II, providing
for (i) the merger of VNC with and into Vandalia, (ii) the merger
of The National Bank of West Virginia, a wholly owned subsidiary
of Vandalia, with and into Wesbanco Fairmont, and (iii) the
exchange of each share of common stock, par value $1.00 per
share, of Vandalia for 1.2718 shares of common stock of Wesbanco,
par value $2.0833 per share, or, at such shareholder's election,
cash in the amount of $34.34 per share, all on the terms
described in the Agreement and Plan of Merger and summarized in
the Proxy Statement/Prospectus; and

2. Such other business as may properly come before the
Special Meeting or any adjournment or postponement thereof.

Only shareholders of record at the close of business on
November ___, 1996, will be entitled to notice of and to vote at
the Special Meeting and any adjournment or postponement thereof.

The vote of each shareholder, regardless of the number of
shares held, is important. The failure of a holder of common
stock to vote will constitute a vote against the proposed Merger.
Accordingly, if you cannot attend the Special Meeting in person,
please mark, sign and date the accompanying Proxy and return it
promptly in the enclosed envelope, which requires no postage if
mailed in the United States. It is important that proxies be
mailed promptly. If the enclosed Proxy is executed and returned,
it may be revoked at any time prior to the voting of the Proxy by
written notice to the Secretary of Vandalia, by a duly executed,
later-dated Proxy or orally by the shareholder at the Special
Meeting.

Dated: November ____, 1996
By Order of the Board of Directors
/s/ John W. Fisher, II
Secretary
IMPORTANT
Whether you expect to attend the meeting or not, please mark,
sign, date, and return the enclosed Proxy in the enclosed self-
addressed envelope as promptly as possible.

PROXY STATEMENT/PROSPECTUS
VANDALIA NATIONAL CORPORATION
344 HIGH STREET
MORGANTOWN, WV 26505

Special Meeting of the Shareholders to be held December ___, 1996.

This Proxy Statement, which is also a Prospectus of
Wesbanco, Inc. ("Wesbanco") (the "Proxy Statement/Prospectus") is
being furnished to holders of common stock of Vandalia National
Corporation, a Delaware corporation ("Vandalia"), in connection
with the solicitation of proxies by the Board of Directors of
Vandalia for use at the Special Meeting of Shareholders to be
held on December ____ 1996, and any adjournments or postponements
thereof, to consider and take action upon the proposed merger of
Vandalia with VNC Corporation ("VNC"), a wholly-owned subsidiary
of Wesbanco (the "Merger"), as described in this Proxy
Statement/Prospectus. As used in this Proxy
Statement/Prospectus, the terms "Vandalia" and "Wesbanco" refer
to such corporations, respectively, and where the context
requires, such entities and their subsidiaries.

All information contained in this Proxy Statement/Prospectus
with respect to Vandalia has been supplied by Vandalia, and all
information with respect to Wesbanco and Wesbanco Fairmont has
been supplied by Wesbanco. This Proxy Statement/Prospectus, the
attached Notice and the enclosed Letter to Shareholders and Proxy
are first being mailed to shareholders of Vandalia on or about
November ___, 1996.

Wesbanco has filed a Registration Statement pursuant to the
Securities Act of 1933, as amended, (the "1933 Act") covering a
maximum of 360,186 shares of common stock (par value $2.0833) of
Wesbanco which may be issued in connection with the Merger (the
"Registration Statement").

No person is authorized to give any information or to make
any representations not contained in this Proxy
Statement/Prospectus, and, if given or made, such information or
representation should not be relied upon as having been
authorized. This Proxy Statement/Prospectus does not constitute
an offer to sell, or a solicitation of an offer to purchase, the
securities offered by this Proxy Statement/Prospectus, or the
solicitation of a Proxy, in any jurisdiction to any person to
whom it is unlawful to make such offer or solicitation of any
offer or proxy solicitation in such jurisdiction. Neither the
delivery of this Proxy Statement/Prospectus nor any distribution
of the securities to which this Proxy Statement/Prospectus
relates shall, under any circumstances, create any implication
that there has been no change in the affairs of Vandalia or
Wesbanco since the date of this Proxy Statement/Prospectus.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY
STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this Proxy Statement/Prospectus is November ___, 1996.

AVAILABLE INFORMATION

Wesbanco is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files
reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission").
Information, as of particular dates, concerning directors and
officers of Wesbanco, their compensation, the principal holders
of securities and any material interest of such persons in
transactions with their respective companies is disclosed in
proxy statements distributed to shareholders and filed with the
Commission. Such reports, proxy statements and other information
can be inspected and copied at the public reference facilities of
the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C., 20549; and at the Commission's Regional offices
at 7 World Trade Center, New York, New York, 10048, and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois, 60661. Copies of such material can be
obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C., 20549 at prescribed
rates, or via Internet Access at http:\\www.sec.gov.

Wesbanco's common stock is listed on the National Market
System of the Nasdaq Stock Market and accordingly periodic
reports, proxy and information statements concerning Wesbanco may
be inspected at the offices of the Nasdaq Stock Market, National
Market System, 1735 K Street, N.W., Washington, D.C. 20006

THIS PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY
REFERENCE FILED BY WESBANCO WHICH ARE NOT PRESENTED HEREIN OR
DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON REQUEST
WITHOUT CHARGE TO ANY PERSON, INCLUDING ANY BENEFICIAL OWNER, TO
WHOM THIS PROXY STATEMENT/PROSPECTUS IS DELIVERED, UPON WRITTEN
OR ORAL REQUEST TO SHIRLEY A. BUCAN, SECRETARY, WESBANCO, INC.,
ONE BANK PLAZA, WHEELING, WEST VIRGINIA, 26003, (TELEPHONE (304)
234-9228). IN ORDER TO INSURE TIMELY DELIVERY OF THE DOCUMENTS,
ANY REQUEST SHOULD BE MADE BY NOVEMBER ___, 1996.

PROXY STATEMENT/PROSPECTUS
--------------------------
TABLE OF CONTENTS

PAGE
----

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . 9
SUMMARY INFORMATION . . . . . . . . . . . . . . . . . 13
MARKET PRICES AND SELECTED FINANCIAL INFORMATION . . . 21
Market Prices. . . . . . . . . . . . . . . . . . 21
PRO FORMA SELECTED FINANCIAL INFORMATION FOR
WESBANCO . . . . . . . . . . . . . . . . . . . . . 22
SELECTED FINANCIAL INFORMATION FOR VANDALIA . . . . . 23
INTRODUCTION . . . . . . . . . . . . . . . . . . . . 24
VOTING INFORMATION. . . . . . . . . . . . . . . . . . 24
Date, Time and Place of the Special Meeting. . . 24
Voting and Revocation of Proxies . . . . . . . . 25
Solicitation of Proxies . . . . . . . . . . . . . 26
Accountants . . . . . . . . . . . . . . . . . . . 26
Date for Submission of Shareholder Proposals .. . 26
THE MERGER . . . . . . . . . . . . . . . . . . . . . . 26
General . . . . . . . . . . . . . . . . . . .. . 26
Background of the Merger . . . . . . . . . . . . 27
Recommendation of the Boards of Directors . . . . 27
Vandalia Reasons for the Merger . . . . . . . . . 28
Wesbanco Reasons for the Merger . . . . . . . . . 29
Interest of Certain Persons in the Merger . . . . 29
Opinion of Ferris, Baker Watts, Incorporated. . . 31
Effective Time. . . . . . . . . . . . . . . . . . 35
Conversion of Vandalia Common Stock. . . . . . .. 36
Exchange of Certificates. . . . . . . . . . . . . 36
Election to Receive Cash . . . . . . . . . . . .. 37
Wesbanco, Wesbanco Fairmont and VNC
Shareholder Approval. . . . . . . . . . . . . 37
Effects of the Mergers: The Surviving
Corporations . . . . . . . . . . . . . . . . 37
Conditions and Covenants. . . . . . . . . . . . . 38
Approval by Vandalia Shareholders . . . . . . . . 39
Government Approvals . . . . . . . . . . . . . . . 39
Covenants. . . . . . . . . . . . . . . . . . . . . 40
Other Conditions . . . . . . . . . . . . . . . . . 41
Waiver and Amendment . . . . . . . . . . . . . . . 42
Termination. . . . . . . . . . . . . . . . . . . . 42
The Stockholder Agreement . . . . . . . . . . . . 42
Appraisal Rights of Dissenting Shareholders . . . 43

PROXY STATEMENT/PROSPECTUS
--------------------------
TABLE OF CONTENTS
(Continued)

PAGE
----

Resales of Wesbanco Common Stock. . . . . . . . . 46
Expenses . . . . . . . . . . . . . . . . . . . .. 47
Accounting Treatment . . . . . . . . . . . . . . . . . . 47
Certain Federal Income Tax Consequences of the Merger . 47
COMPARATIVE STOCK PRICES AND DIVIDENDS . . . . . . . . . . . 50
Wesbanco Stock Prices and Dividends . . . . . . . . . .. 50
Stock Price Range . . . . . . . . . . . . . . . . . . .. 50
Dividends Paid. . . . . . . . . . . . . . . . . . . . . 50
Wesbanco Common Stock Dividend Policy . . . . . . . . .. 51
Vandalia Stock Price Range and Dividends . . . . . . . . 51
Vandalia Dividend Policy. . . . . . . . . . . . . . . . 52
COMPARATIVE RIGHTS OF SHAREHOLDERS . . . . . . . . . . . . . 53
Description of Wesbanco Capital Stock . . . . . . . . . 53
Description of Vandalia Capital Stock . . . . . . . . . 53
Comparison of Rights of Wesbanco and Vandalia
Shareholders . . . . . . . . . . . . . . . . . . .. . 55
PRO FORMA DATA . . . . . . . . . . . . . . . . . . . . . .. . 59
Notes to Pro Forma Financial Information . . . . . . . . 63
INFORMATION WITH RESPECT TO WESBANCO . . . . . . . . . . .. . 65
History. . . . . . . . . . . . . . . . . . . . . . . . . 65
Recent Acquisitions. . . . . . . . . . . . . . . . . . . 66
Future Acquisitions . . . . . . . . . . . . . . . . .. . 67
Operations . . . . . . . . . . . . . . . . . . . . . . . 67
Competition . . . . . . . . . . . . . . . . . . . . . 69
Principal Shareholders . . . . . . . . . . . . . . . .. 70
Wesbanco KSOP. . . . . . . . . . . . . . . . . . . . . . 71
Changes in West Virginia Taxes. . . . . . . . . . . . . 74
Directors and Executive Officers . . . . . . . . . . . . 74
Executive Compensation. . . . . . . . . . . . . . . . . 74
Certain Relationships and Related Transactions . . . . . 74
INFORMATION WITH RESPECT TO VANDALIA. . . . . . . . . . . . . 75
History . . . . . . . . . . . . . . . . . . . . . . . . . 75
Banking Services . . . . . . . . . . . . . . . . . . . . 75
Competition . . . . . . . . . . . . . . . . . . . . . . . 76
Economic Conditions . . . . . . . . . . . . . . . . . . . 76
Properties of Vandalia. . . . . . . . . . . . . . . . . . 76

PROXY STATEMENT/PROSPECTUS
--------------------------
TABLE OF CONTENTS
(Continued)

PAGE
----
Legal Proceedings . . . . . . . . . . . . . . . . . . . 77
Principal Shareholders. . . . . . . . . . . . . . . . . 77
Directors and Executive Officers of Vandalia. . . . . . 78
Executive Officers . . . . . . . . . . . . . . . . . . 82
Compensation of Executive Officers. . . . . . . . . . . 83
401(k) Profit Sharing Plan. . . . . . . . . . . . . . . 83
Employment Agreements . . . . . . . . . . . . . . . . . 84
Meetings of the Board of Directors and Compensation of
Members . . . . . . . . . . . . . . . . . . . . . . 84
Certain Relationships and Related Transactions . . . . . 84
GOVERNMENT REGULATION . . . . . . . . . . . . . . . . . . . 86
Holding Company Structure . . . . . . . . . . . . . . . 86
Dividend Restrictions. . . . . . . . . . . . . . . . . . 87
FDIC Insurance. . . . . . . . . . . . . . . . . . . . . 88
Capital Requirements . . . . . . . . . . . . . . . . . . 89
Federal Deposit Insurance Corporation Improvement
Act of 1991 . . . . .. . . . . . . . . . . . . . . . 91
Environmental Issues . . . . . . . . . . . . . . . . . . 93
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . 94
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS . . . . . . . . . . 95
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . 95
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . 96
INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . 97
APPENDICES . . . . . . . . . . . . . . . . . . . . . . . .. . 154
I. Statutory Excerpts Concerning Shareholder Appraisal Rights
II. Agreement and Plan of Merger
III. Stockholders Agreement

SUMMARY INFORMATION

The following is a brief summary of certain information with
respect to matters to be considered at the Special Meeting of
Shareholders of Vandalia. This summary is necessarily incomplete
and is qualified in its entirety by the more detailed information
and financial statements contained in this Proxy
Statement/Prospectus and in the Agreement and Plan of Merger and
the Stockholders Agreement attached as Appendices II and III,
respectively, to this Proxy Statement/Prospectus. Shareholders
are urged to read the entire Proxy Statement/Prospectus before
deciding on how to vote their shares.

Date, Time, and Place of
the Special Meeting. . . The meeting of the shareholders of
Vandalia will be held on __________,
December ___, 1996, at 4:00 P.M.
Eastern Standard Time in the
principal office of The National
Bank of West Virginia at 344 High
Street, Morgantown, West Virginia,
26505. See "Voting Information".

Purpose of the Special Vandalia's meeting will be to
Meeting. . . . . consider and vote upon the Agreement
and Plan of Merger dated as of July
18, 1996, (the "Agreement"),
providing for (i) the merger (the
"Merger") of VNC with and into
Vandalia, (ii) the merger (the "Bank
Merger") of The National Bank of
West Virginia, the sole subsidiary
bank of Vandalia ("NBWV") with and
into Wesbanco Bank Fairmont, Inc., a
wholly owned subsidiary of Wesbanco
("Wesbanco Fairmont"), and (iii) the
exchange of each outstanding share
of common stock, par value $1.00 per
share ("Vandalia Common Stock") for
1.2718 shares of Wesbanco common
stock, par value $2.0833 per share
("Wesbanco Common Stock"), or at the
election of such shareholder an
exchange of such Vandalia Common
Stock for cash in the amount of
$34.34 per share, or part cash and
part stock, as above provided. See
"Voting Information" and "The
Merger".

Parties to the Merger. . . Wesbanco is a multi-bank holding
company incorporated under the laws
of the State of West Virginia which
conducts a general commercial
banking and trust business through
its bank subsidiaries. It owns six
subsidiary banks located in West
Virginia and Eastern Ohio with one
of its principal banking
subsidiaries being Wesbanco
Fairmont. Wesbanco's principal
executive offices are located at One
Bank Plaza, Wheeling, West Virginia,

26003, telephone (304) 234-9000.
See "Information with Respect to
Wesbanco".

Wesbanco Fairmont is a West Virginia
banking corporation and is a wholly
owned subsidiary of Wesbanco which
operates banking facilities in
Fairmont, Bridgeport, Morgantown,
Shinnston and Kingwood.

Vandalia is a one bank holding
company incorporated under the laws
of the State of Delaware which
conducts a general commercial
banking business through its banking
subsidiary, NBWV. It operates three
banking facilities in the City of
Morgantown. Its principal executive
offices are located at 344 High
Street, Morgantown, West Virginia,
26507, telephone (304) 284-2400.
See "Information with Respect to
Vandalia".

Wesbanco Anti-Takeover The Agreement provides for the
Provisions. . . . . . . . exchange of each share of Vandalia
Common Stock for 1.2718 shares of
Wesbanco Common Stock. The Articles
of Incorporation of Wesbanco contain
certain anti-takeover provisions,
including, among others, a super
majority voting provision and a
staggered Board of Directors
provision as more fully explained
herein. Additionally, the Articles
of Incorporation of Wesbanco provide
that the Board of Directors of
Wesbanco may issue, without
shareholder approval, up to
1,000,000 shares of preferred stock
in one or more series, with such
preferences, voting rights,
conversion rights and other special
rights as the Board may determine.
The rights of holders of Wesbanco
Common Stock are subject to the
rights and preferences of any
preferred stock issued by the
Wesbanco Board of Directors to the
extent set forth in a resolution
fixing such terms and conditions.
Under certain circumstances,
additional shares of Wesbanco Common
Stock or shares of Wesbanco
preferred stock which are authorized
but not issued could be used to
create voting impediments or to
frustrate persons seeking to gain
control of Wesbanco through
acquisition of a substantial number
of shares of Wesbanco Common Stock.
See "Comparative Rights of
Shareholders - Comparison Rights of
Wesbanco and Vandalia Shareholders".

These anti-takeover provisions
provide the continuity and stability
of management that is considered
essential to providing shareholders
with long-term value on their
investments, allow the Board greater
flexibility, and permit the issuance
of additional common and preferred
shares without the expense and delay
of a shareholders' meeting. These
provisions also constitute defensive
measures which are designed, in part
to discourage and insulate
Wesbanco against certain hostile
takeover efforts, which the
Wesbanco Board might determine are
not in Wesbanco's best interests and
the best interests of its
shareholders. The staggered board
provision makes it more difficult to
change the full Board of Directors
of Wesbanco at any one time and
makes it more difficult to amend the
specific provisions of the Articles
of Incorporation which deal with the
classification of directors. The
staggered board provision reduces
the number of directors to be
elected at each annual meeting, so
that minority shareholders may be in
a less favorable position to elect
directors through cumulative voting.
Such provisions may also be
beneficial to management in a
hostile takeover attempt and
adversely affect shareholders who
might wish to participate in such a
takeover. See "Comparative Rights
of Shareholders".

Vote Required for Merger. Approval of the Merger requires the
affirmative vote of the holders of a
majority of the outstanding shares
of Vandalia Common Stock entitled to
vote as of November ___, 1996, the
record date for the Special Meeting.
As of the record date, the directors
and officers of Vandalia
beneficially owned 161,963 shares of
Vandalia Common Stock representing
57.23% of the outstanding shares.
See "Information with Respect to
Vandalia - Principal Shareholders"
and "Voting Information - Voting and
Revocation of Proxies".

Approval of the Merger also requires
the affirmative vote of the sole
shareholder of Wesbanco Fairmont and
VNC. The authorization for the
issuance of additional Wesbanco
Common Stock also requires the
affirmative vote of the Board of

Directors of Wesbanco. See "The
Merger - Wesbanco, VNC and Wesbanco
Fairmont Shareholder Approval".

Terms of the Merger . . . Upon the effective date of the
Merger, each out-standing share of
Vandalia Common Stock will be
converted into 1.2718 shares of
Wesbanco Common Stock, or, at the
election of such shareholder into
cash in the amount of $34.34 per
share. Cash will also be paid in
lieu of issuing fractional shares of
Wesbanco Common Stock, in connection
with the Merger based on a whole
share value of $27.00 per share, or
at the election of each shareholder,
such shareholder may elect to
purchase the remaining fraction of
such share, at the aforesaid value.
For additional information
concerning the treatment of Vandalia
shares in the Merger, and the effect
of the Merger upon Vandalia
shareholders, see "The Merger". It
is contemplated that VNC, a wholly
owned subsidiary of Wesbanco, will
be merged with Vandalia, with
Vandalia being the surviving
corporation under the Articles of
Incorporation of Vandalia. It is
also contemplated that NBWV will be
merged with and into Wesbanco
Fairmont with Wesbanco Fairmont as
the surviving corporation. Wesbanco
Fairmont will maintain its separate
identity and continue its operations
as an affiliate of Wesbanco. The
Merger will be accounted for as a
"purchase" by Wesbanco of Vandalia.
If the Merger had been concluded on
June 30, 1996, Vandalia would have
constituted 4.04% of deposits, 3.56%
of assets, 1.97% of equity, and the
former shareholders of Vandalia
would hold 3.49% (assuming all
Vandalia shareholders elect to
receive stock) of the total
outstanding shares of Wesbanco on a
consolidated pro forma basis. In
addition, Vandalia would have
contributed 3.89% of net interest
and .93% of net income of Wesbanco
on a consolidated pro forma basis as
of June 30, 1996. See "The Merger -
Effects of the Mergers: The
Surviving Corporations" and
"Selected Pro Forma Financial
Information".

Appraisal Rights. . . . . Stockholders of Vandalia who dissent
from the Merger pursuant to the
provisions of the Delaware General
Corporation Law, Section 262, are
entitled to receive the fair value
of their shares in cash as
determined in accordance with such
law. Holders of Wesbanco Common

Stock will not be entitled to
dissenters' rights in the
transaction. See "The Merger -
Appraisal Rights of Dissenting
Shareholders", and "Appendix I". It
is a condition to the obligations of
Wesbanco and Vandalia to consummate
the Merger that the holders of not
more than 10% of Vandalia Common
Stock exercise their appraisal
rights. See "The Merger -
Conditions and Covenants".

Federal Income Tax Consummation of the Merger is
Consequences. . conditioned upon receipt of a ruling
from the Internal Revenue Service,
or an opinion of counsel, that,
among other things, the Merger will
be treated as a tax free
reorganization for Federal Income
Tax purposes upon consummation of
the Merger except to the extent
shareholders elect to receive cash
for their shares and for dissenting
shareholders and shareholders who
receive cash for fractional shares.
See "The Merger - Certain Federal
Income Tax Consequences of the
Merger".

Regulatory Approvals. . . Notwithstanding approval by the
shareholders of Vandalia, VNC and
Wesbanco Fairmont, the consummation
of the Merger and the Bank Merger
are subject to certain conditions,
including approval of the Board of
Governors of the Federal Reserve
System, the Federal Deposit
Insurance Corporation, and the Board
of Banking and Financial
Institutions of the State of West
Virginia. Applications for approval
with the regulatory authorities have
been filed, but there can be no
assurance that the above identified
agencies will approve the Merger or
the Bank Merger. If the mergers are
approved, there can be no assurance
as to the dates of such approvals or
the conditions set forth therein.
See "The Merger - Conditions and
Covenants" and "Termination".

Effective Date of Merger. The Effective Date of the Merger is
anticipated to occur shortly after
the Special Meeting upon receipt of
all regulatory approvals and
satisfaction of all conditions in
the Agreement and in such approvals.
See "The Merger - Effective Time".

Shareholders Entitled to On November ___1996, there were
Vote. . . . . . 282,994 shares of Vandalia Common
Stock outstanding. Only holders of
record of Vandalia Common Stock at

the close of business on November
___, 1996, are entitled to vote at
the Special Meeting. See "Voting
Information".

Exchange of Certificates. As promptly as practicable after the
Effective Date, instructions on how
to effect the exchange of
certificates of Vandalia Common
Stock for certificates of Wesbanco
Common Stock or cash will be sent to
each Vandalia shareholder of record
as of the Effective Date. See
"The Merger - Exchange of
Certificates". Vandalia
shareholders should not send in
stock certificates until they
receive instructions to do so.

Wesbanco Common Stock . . Holders of Wesbanco Common Stock are
entitled to one vote per share on
all matters voted upon by
shareholders, are entitled to
cumulative voting rights in the
election of directors and do not
have preemptive rights for the
purchase of additional shares of any
class of Wesbanco Common Stock or
preferred stock. Holders of
Wesbanco Common Stock are entitled
to receive such dividends as may be
declared by Wesbanco's Board of
Directors out of funds legally
available therefor. In the event of
the liquidation or winding up of the
affairs of Wesbanco, holders of
Wesbanco Common Stock would be
entitled to share ratably in all
assets remaining after payment to
creditors. See "Comparative Rights
of Shareholders".

Conditions to Consummation
Termination. . . . . . . . Consummation of the Merger is
subject to various conditions,
including, among others, approvals
by the above noted regulatory
authorities, the holders of Vandalia
Common Stock, and receipt of the tax
opinion or ruling mentioned above.
Wesbanco and Vandalia have also
reserved the right to terminate the
Merger if the holders of more than
10% of Vandalia Common Stock
exercise appraisal rights with
respect to their stock. Vandalia has
also reserved the right to terminate
the Merger if the closing has not
occurred by January 31, 1997; and if
the market value of Wesbanco Common
Stock shall fall below $25.00 per

share (based on the average price of
Wesbanco for the 30 calendar days
preceding five business days before
closing), in addition to other
conditions. See "The Merger -
Conditions and Covenants and
Termination".

Interest of Certain
Persons in the The Agreement provides that Reed J.
Merger. . . . . . . . . . Tanner will become a director of
Wesbanco on the Effective Date.
Also, the Agreement provides that C.
Barton Loar, Vaughn L. Kiger, Robert
D'Alessandri, John W. Fisher, II,
Roger E. King and Reed J. Tanner
will become directors of Wesbanco
Fairmont on the Effective Date, and
further, that Mr. Loar and Mr. Kiger
will become members of the Executive
Committee of the Board of Directors
of Wesbanco Fairmont. In addition,
it is a condition to consummation of
the Merger that C. Barton Loar,
President of Vandalia, enter into an
Employment Agreement with NBWV. See
"The Merger - Interest of Certain
Persons in the Merger".

Stockholder Agreement. . . Certain Stockholders of Vandalia
entered into a Stockholder Agreement
as of July 18, 1996, whereby each
such stockholder agreed, among other
things, not to sell, pledge,
transfer or otherwise dispose of his
shares of Vandalia Common Stock
prior to the Special Meeting of
Shareholders and to vote such shares
in favor of the Merger. The
shareholders signing the Agreement
constitute the members of the Board
of Directors and own individually
and beneficially 57.23% of the
outstanding Vandalia Common Stock.
See "The Merger - The Stockholder
Agreement".

Financial Information. . . Financial Statements for the interim
period ended June 30, 1996, for
Vandalia and Wesbanco (including
Weirton) are included herein. See
"Index to Financial Statements", and
"Pro Forma Data."

For the six months ended June 30,
1996, Wesbanco's net income was
$10,920,000 or $1.07 per share.
Total assets were approximately
$1,575,429,000, total deposits were
approximately $1,265,591,000 and
total shareholders' equity was
approximately $209,888,000.

For the six months ended June 30,
1996, Vandalia's net income was
$99,555 or $.35 per share. Total

assets were approximately
$58,259,000 ,total deposits were
approximately $53,210,000 and total
stockholders' equity was
approximately $4,253,000

MARKET PRICES AND SELECTED FINANCIAL INFORMATION

Market Prices

Wesbanco Common Stock is quoted in the over-the-counter
market and is reported through the Nasdaq Stock Market on the
National Market System. There is no established public trading
market for Vandalia Common Stock. The information set forth
below for Vandalia represents only the per share equivalent based
on the market price of Wesbanco Common Stock as of the dates
indicated. These stock price ranges may not necessarily
represent actual transactions. See "Comparative Stock Prices and
Dividends".

Market Price Per Share: Wesbanco Vandalia
-------- --------
Bid Asked Bid Asked
--- ----- --- -----
As of November __, 1996 $____ $____ $____(1) None
As of July 18, 1996 (2) $26.50 $27.00 None(4) None (4)
Pro Forma Equivalent (3) $34.02 None

(1) Based solely on the conversion ratio multiplied by the average of the
bid and asked prices for Wesbanco Common Stock on such date.

(2) July 18, 1996, is the date immediately preceding public announcement
of the proposed Merger.

(3) The pro forma equivalent was computed by multiplying the exchange ratio
by the by the average of the bid and ask price of Wesbanco as of
July 18, 1996. The exchange ratio is 1.2718 shares of Wesbanco Common
Stock for each share of Vandalia Common Stock.

(4) Vandalia Common Stock had no bid or asked price for the reported date.
Vandalia is not aware of any trades in Vandalia Common Stock during 1996.

Selected Financial Information

The following pages present selected financial information
for the years ended December 31, 1991 through 1995, and for the
six months ended June 30, 1995 and 1996, for Wesbanco (including
Weirton) and for Vandalia.

The information should be read in conjunction with the more
detailed information in the financial statements contained or
incorporated herein by reference, including the Notes thereto.
See "Index to Financial Statements", "Incorporation of Certain
Documents by Reference", and "Pro Forma Data".

WESBANCO INC.
ProForma Selected Financial Information (2)
(including the Bank of Weirton)
(In thousands, except for share and per share data)
(Unaudited)(3)

For the six months ended For the years ended
June 30, December 31,
--------------------- -----------------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----

Interest income $55,180 $53,042 $108,082 $101,720 $105,268 $112,851 $121,486
Interest expense $23,564 $22,516 $46,570 $39,660 $43,726 $53,661 $66,702
----------------------------------------------------------------------------------------------
Net Interest income 31,616 30,526 61,512 62,060 61,542 59,190 54,784
----------------------------------------------------------------------------------------------
Provision for loan losses 1,550 853 2,788 6,073 3,247 3,297 2,976
----------------------------------------------------------------------------------------------
Net interest income after provision
for possible loan losses 30,066 29,673 58,724 55,987 58,295 55,893 51,808
Total other income 5,973 5,944 11,367 11,028 10,367 10,272 9,456
Total other expense 20,613 21,081 42,131 42,840 41,873 40,610 39,645
Income before income taxes and
effect of change in accounting
for post-retirement benefits 15,426 14,536 27,960 24,175 26,789 25,555 21,619
Provision for income taxes 4,506 4,121 7,656 6,283 7,071 7,044 5,609
----------------------------------------------------------------------------------------------
Income before effect of change in
accounting for postretirement
benefits 10,920 10,415 20,304 17,892 19,718 18,511 16,010
Effect of change in accounting
for postretirement benefits (592)
----------------------------------------------------------------------------------------------
Net Income $10,920 $10,415 $20,304 $17,892 $19,718 $17,919 $16,010
==============================================================================================

Earnings per share of
common stock: (1)
Net Income $1.07 $1.01 $1.98 $1.72 $1.88 $1.71 $1.52
Average shares outstanding 10,165,199 10,192,438 10,160,328 10,280,878 10,379,499 10,397,197 10,394,537
Preferred stock dividends
and discount accretion 0 91 164 183 184 184 184

Total Assets $1,575,429 $1,526,962 $1,549,019 $1,532,832 $1,534,101 $1,500,687 $1,448,597
Total Deposits $1,262,574 $1,241,958 $1,254,843 $1,254,587 $1,265,677 $1,245,978 $1,203,349
Total Equity $209,888 $200,976 $206,997 $192,304 $191,922 $180,762 $169,859
Cash dividends declared
per share 0.52 0.46 0.96 0.86 0.785 0.70 0.675
Book value per share 20.66 19.79 20.32 18.85 18.52 17.40 16.67

(1) Per share information has been retroactively adjusted for the April 1993
two for one stock split.
(2) Information reflects Proforma combined WesBanco, Inc. and Bank of Weirton
for all periods presented.
(3) Bank of Weirton financial information was not audited prior to
December 31, 1995.

VANDALIA NATIONAL CORPORATION
Selected Financial Information
(In thousands, except for share and per share data)

For the six months ended
June 30, For the years ended
--------------------------- December 31,
1996 1995 ----------------------------------------------------------
---- ---- 1995 1994 1993 1992 1991(1)
(Unaudited) ---- ---- ---- ---- ----

Interest income $2,458 $2,352 $4,892 $3,928 $3,533 $2,613 $1,170
Interest expense 1,180 1,147 2,387 1,821 1,778 1,383 635
--------------------------------------------------------------------------------------------
Net Interest income 1,278 1,205 2,505 2,107 1,755 1,230 535
--------------------------------------------------------------------------------------------
Provision for loan losses 345 63 123 62 556 213 144
--------------------------------------------------------------------------------------------
Net interest income after
provision for possible loan
losses 933 1,142 2,382 2,045 1,199 1,017 391
Total other income 187 138 279 214 246 157 56
Total other expense 1,030 1,075 2,162 2,056 1,502 1,160 937
-------------------------------------------------------------------------------------------
Income (loss) before income
taxes and cumulative change in 90 205 499 203 (57) 14 (490)
accounting principle
Income tax provision (benefit) (10) 55 155 63 (79) 0 0
Cumulative change in accounting
principle 170
-------------------------------------------------------------------------------------------
Net Income (Loss) $100 $150 $344 $140 $192 $14 ($490)
===========================================================================================

Earnings per share of
common stock:
Net Income (Loss) $0.35 $0.53 $1.22 $0.50 $0.68 $0.05 ($1.74)
Average shares outstanding 282,994 282,994 282,994 282,991 282,930 282,599 282,546

Total Assets $58,259 $57,234 $58,230 $51,228 $48,557 $39,992 $22,104
Total Deposits 53,210 51,559 52,245 46,089 40,142 35,243 18,027
Total Equity 4,253 3,940 4,276 3,378 3,843 3,648 3,629
Cash dividends declared per share N/A N/A N/A N/A N/A N/A N/A
Book value per share 15.03 13.92 15.11 11.94 13.58 12.91 12.85

(1) Vandalia comennced operations in November 1990.

INTRODUCTION

This Proxy Statement/Prospectus and the accompanying proxy
are being mailed to the shareholders of Vandalia on or about
November ___, 1996, in connection with the solicitation of
proxies by the Board of Directors of Vandalia of the holders of
Vandalia Common Stock to be voted at the Special Meeting of
Vandalia shareholders (the "Special Meeting") called to consider
and vote upon the Agreement and Plan of Merger dated July 18,
1996, (the "Agreement") providing for (i) the Merger of VNC with
and into Vandalia, (ii) the Bank Merger of NBWV with and into
Wesbanco Fairmont, a wholly owned subsidiary of Wesbanco, and
(iii) the exchange of each outstanding share of Vandalia Common
Stock for 1.2718 shares of Wesbanco Common Stock, or, at the
election of the holder thereof, cash in the amount of $34.34 per
share. The Boards of Directors of Vandalia and Wesbanco
unanimously have approved the Agreement, and the Board of
Directors of Vandalia unanimously recommends that its
shareholders vote FOR approval thereof. For information
concerning the background of, reasons for and terms and
conditions of the Merger and the interests of certain persons,
including members of the Board of Directors of Vandalia in the
Merger, see "THE MERGER", including "Background of the Merger",
"Recommendation of the Boards of Directors", "Wesbanco Reasons
for the Merger", "Vandalia Reasons for the Merger", and "Interest
of Certain Persons in the Merger."

A copy of the Agreement is attached to this Proxy
Statement/Prospectus as Appendix II and is incorporated by
reference herein in its entirety. See also the following
subheadings under "THE MERGER": "Conditions and Covenants,"
"Waiver and Amendment" and "Termination". All information
concerning Vandalia contained herein has been supplied by
Vandalia, and all information concerning Wesbanco contained
herein has been supplied by Wesbanco.

VOTING INFORMATION

Date, Time and Place of the Special Meeting

The Special Meeting of Vandalia will be held on ________,
December ___, 1996, at 4:00 P.M., Eastern Standard Time, in the
principal office of NBWV, at 344 High Street in Morgantown, West
Virginia.

Voting and Revocation of Proxies

Only holders of record of Vandalia Common Stock on November
___, 1996, the record date, will be entitled to notice of and to
vote at the Special Meeting of Vandalia and any adjournments or
postponements thereof. On the Record Date, there were
outstanding and entitled to vote 282,994 shares of Vandalia
Common Stock with each share entitled to one vote. As of
November ___, 1996, Vandalia Common Stock was held by
approximately 290 shareholders of record. As of November ___,
1996, Wesbanco Common Stock was held by approximately _____
shareholders of record.

The presence, in person or by proxy, of the holders of a
majority of the 282,994 shares of Vandalia Common Stock entitled
to vote is necessary to constitute a quorum at the Special
Meeting. The affirmative vote of the holders of at least a
majority of the outstanding 282,994 shares of Vandalia Common
Stock entitled to vote at the Special Meeting, or 141,498 shares
is required for approval of the Agreement and the Merger. With
respect to the Vandalia Common Stock, abstentions and broker non-
votes will have the effect of a vote against approval of the
Agreement and the Merger.

As of the Record Date, the directors and officers of
Vandalia beneficially owned approximately, in the aggregate,
161,963 shares of Vandalia Common Stock, constituting in the
aggregate approximately 57.23% of the outstanding Vandalia Common
Stock as of such date. See "The Merger - The Stockholder
Agreement."

As of November __, 1996, Wesbanco held no shares of Vandalia
Common Stock. Directors, executive officers and affiliates of
Wesbanco owned no shares of Vandalia Common Stock as of such
date.

All shares of Vandalia Common Stock represented at the
Special Meeting by properly executed proxies received prior to or
at the Special Meeting, and not revoked, will be voted at the
Special Meeting in accordance with the instructions on the
proxies. If no instructions are indicated, properly executed
proxies will be voted to approve the Agreement and authorize the
Merger in accordance with the terms and conditions of the
Agreement.

The Boards of Directors of Vandalia and Wesbanco do not know
of any matters, other than as described in the Notice of Special
Meeting, which are to come before the Special Meeting. If any
other matters are properly presented at the Special Meeting for
action, the persons named in the enclosed form of proxy and
acting thereunder, both of whom are shareholders of Vandalia,
will have the authority to vote on such matters in their
discretion.

A shareholder giving a proxy has the right to revoke it at
any time before it is voted by filing with the Secretary of
Vandalia a written notice of revocation or a duly executed later-
dated proxy, or orally at the Special Meeting.

Solicitation of Proxies

Proxies are being solicited by the Board of Directors of
Vandalia for use at the Special Meeting. Vandalia will bear the
cost of the solicitation of proxies from the holders of its
shareholders in connection with its Special Meeting, except that
Wesbanco will bear substantially all the costs relating to the
printing and mailing of the Proxy Statement/Prospectus. In
addition to solicitation by use of the mails, proxies may be
solicited by directors, officers and employees of Vandalia in
person or by telephone or telegram. Such directors, officers and
employees will not be additionally compensated but may be
reimbursed for out-of-pocket expenses they incur in connection
with the solicitation. Arrangements will also be made with
custodians, nominees and fiduciaries for the forwarding of
solicitation materials to the beneficial owners of Vandalia
Common Stock held of record by such persons, and Vandalia may
reimburse such custodians, nominees and fiduciaries for
reasonable out-of-pocket expenses they incur in connection
therewith.

Accountants

Arnett & Foster, independent certified public accountants,
have provided auditing services to Vandalia since 1990.
Representatives of Arnett & Foster are expected to be present at
the Vandalia Special Meeting to respond to appropriate questions
and will also have the opportunity to make a statement if they
desire to do so. See "Relationship With Independent Accountants"
and "Experts".

Ernst & Young LLP serves as Wesbanco's independent
accountant for the year 1996. It is expected that representatives
of Ernst & Young may be present at the Special Meeting. Such
representatives will have the opportunity to make a statement if
they desire to do so and will be available to respond to
questions.

Date for Submission of Shareholder Proposals

In the event that the Merger has not been consummated by the
date of the next Vandalia annual meeting, shareholder proposals
may be submitted to the attention of John W. Fisher, II,
Secretary, Vandalia National Corporation, 344 High Street,
Morgantown, West Virginia, 26505. Such proposals are to be
received by Vandalia no later than the 22nd day of December,
1996.

THE MERGER

The following description of the terms of the Merger is
qualified in its entirety by reference to the provisions of the
Agreement and the Stockholder Agreement, which are attached
hereto as Appendices II and III, respectively, and are
incorporated herein by reference in their entirety. Shareholders
of Vandalia are strongly encouraged to read the Agreement and the
Stockholder Agreement for a more complete description of the
terms of the Merger.

General

Pursuant to the Agreement, Vandalia will merge with VNC, a
wholly owned subsidiary of Wesbanco, the Merger, and NBWV, the
wholly owned banking subsidiary of Vandalia, will merge with and
into Wesbanco Fairmont, a wholly owned subsidiary of Wesbanco
which will be the surviving corporation, the Bank Merger. Under
the Agreement, each outstanding share of Vandalia Common Stock
will be converted into 1.2718 shares of Wesbanco Common Stock,
with cash, or the opportunity to buy an additional fraction,
sufficient to result in a whole share for any resulting fraction,
except for shares held by dissenting Vandalia Shareholders.
Alternatively, each shareholder may elect to receive cash for
part or all of such shareholder's Vandalia Common Stock in the
amount of $34.34 for each share for which such an election is
made. See "Rights of Dissenting Shareholders" below. The
conversion is more fully described below. See "Conversion of
Vandalia Common Stock".

Background of the Merger

For the last several years, the Morgantown economy has been
growing. As a result, the business of NBWV has grown rapidly
since it began operations in November 1990.

Starting in 1993, the rapid growth of NBWV created the need
to raise additional capital for NBWV. In the fourth quarter of
1994 and again in the third quarter of 1995, Vandalia had made
preparations to sell additional shares of its capital stock. The
purpose of both offerings was to provide additional capital to
NBWV to enable it to grow with the local Morgantown economy,
maintaining and expanding its deposit base and lending
relationships, without the restrictions imposed by the size of
its capital base.

The proposed 1994 offering was abandoned when Vandalia
received an unsolicited offer for the purchase of the company.
The 1995 offering was abandoned when it became clear that several
directors of Vandalia, including the company's largest
shareholder, desired, for estate planning and other reasons, to
liquidate their investment in Vandalia through an acquisition of
the company.

In the first quarter of 1996, efforts began to solicit
offers for the sale of Vandalia. Management discussed the sale
of the company with a number of bank holding companies, most
headquartered in West Virginia but some headquartered outside of
West Virginia. At the May meeting of Vandalia's Board of
Directors, the Board discussed the offers that had been received
but reached no decision. In addition, after discussion of
various candidates, the Board authorized the engagement of an
investment banker to assist the Board in evaluating the offers
with respect to the fairness of the financial terms offered.

At the meeting of Vandalia's Board on June 28, 1996, the
Board again reviewed the offers for the company. The Board also
received the advice of its investment banker, Ferris, Baker
Watts, Incorporated. After discussion, the Board selected to
pursue the offer of Wesbanco.

By action of July 18, 1996, Vandalia's Board authorized its
management to enter into the Agreement. Also on that date all of
the directors of Vandalia entered into the Stockholder's
Agreement whereby each agreed to vote for the acquisition of
Vandalia by Wesbanco as contemplated in the Agreement.

For additional information regarding the reasons for the
decision of Vandalia's Board to select the Wesbanco offer, see
"Vandalia's Reasons for the Merger" below.

Recommendation of the Boards of Directors

The Boards of Directors of Vandalia and Wesbanco have
approved the Agreement by unanimous vote of the directors of the
respective corporations and recommend that the Vandalia
shareholders vote for approval of the Agreement and the exchange
of stock or cash, as the case may be. The Boards of Directors of
Vandalia and Wesbanco have determined that the Agreement is in
the best interests of their respective companies, shareholders
and employees, and that the Merger will enhance the ability of
Wesbanco and Vandalia to serve the financial needs of their
respective customers.

The Boards of Directors of Wesbanco and Vandalia believe
that the Merger will produce a stronger combined entity better
able to compete with banks and a variety of non-bank institutions
including securities companies, insurance companies, thrift
institutions and retailers, in a financial services industry that
has changed and is in the process of changing further.

Vandalia's Reasons for the Merger

The Vandalia Board selected to pursue an acquisition by
Wesbanco over the competing offers it had received, some of which
were for prices which exceeded the price offered by Wesbanco. In
making its determination to proceed with a transaction with
Wesbanco, the Board of Directors of Vandalia considered a number
of factors, including (i) the operating history, financial and
future prospects of Wesbanco and the other competing offerors,
(ii) financial information concerning the offerors, including,
among other things, various financial ratios, earnings and
dividends per share, (iii) a comparison of the price being paid
in this Merger to other comparable bank mergers, based, among
other things, on multiples of book value and earnings, (iv) the
historical dividends on Wesbanco Common Stock, as well as
prospects for future dividends, as compared to dividend
information regarding competing offers, (v) the tax-free nature
of the transaction (see, generally, "Certain Federal Income Tax
Consequences of the Merger" below), while permitting the
shareholder election to receive cash in exchange for his or her
stock, (vi) the historical trading prices for Vandalia Common
Stock and Wesbanco Common Stock, (vii) the thinness of the
trading markets for the common stock of competing offerors, and
(viii) the provisions of the Agreement allowing Vandalia to
terminate the Agreement if certain conditions, including certain
Wesbanco market price tests and the obtaining of a fairness
opinion by Vandalia, are not met at the Closing (See "Conditions
and Covenants", "Termination" and "Opinion of Ferris, Baker
Watts, Incorporated" below).

In reviewing comparable bank mergers, the Board of Directors
considered other transactions which had a variety of ranges in
book value multiples and earnings multiples.

The Board of Directors of Vandalia also took into account
that the Vandalia shareholders would have the opportunity to
participate in the future growth of Wesbanco by obtaining
Wesbanco Common Stock in the Merger. The Board noted that
Vandalia, as part of a multi-bank holding company of greater size
than Vandalia and with a substantial trust department and other
resources, should be able to provide its customers with a greater
range of services and should become a stronger competitor in its
existing markets. Since it is anticipated that Vandalia's
offices will continue to be operated, Vandalia will be able to
continue to be responsive to the needs of the local communities
it serves. At the same time, Vandalia and Wesbanco will each
have the benefit of the resources and skills of the other
institution, and Wesbanco's Board will be increased to include a
Vandalia director, namely, Reed J. Tanner. (See "Effects of the
Merger: The Surviving Corporation" below). As shareholders of
Wesbanco, the shareholders of Vandalia (other than Vandalia
shareholders electing cash and dissenting Vandalia shareholders
who would receive only cash in the proposed transaction) would
continue to be able to participate in any future growth from the
combination of Vandalia and Wesbanco (See "Effects of the
Merger: The Surviving Corporation" below).

After reviewing all relevant facts, the Vandalia Board of
Directors determined to approve the Agreement and recommend the
Merger to the Vandalia Shareholders. If any conditions to
Closing are not met (see "Conditions and Covenants" and
"Termination" below), the Vandalia Board of Directors will make
an independent determination, after consultation with counsel,
where appropriate, as to whether or not to terminate the
Agreement and abandon the Merger.

Wesbanco Reasons for the Merger

Wesbanco's Board of Directors believes that the proposed
Merger will allow Wesbanco to combine its resources with those of
Vandalia, thereby affording the resulting combined institution
better opportunities to compete with other financial and non-
financial institutions (including other commercial banks, thrift
institutions, finance companies, credit unions, money market
mutual funds, brokerage firms, investment companies, credit
companies, insurance companies and retail stores that maintain
their own credit operations) in the markets in which Vandalia and
Wesbanco's subsidiary banks conduct their business. The Merger
will provide Wesbanco with a greater presence in the North
Central markets of West Virginia which will provide Wesbanco with
an opportunity for future growth in that market. Moreover, the
affiliation should permit a greater investment in data processing
systems, accounting and other support services, as well as
provide greater economies of scale. Benefits to the combined
entity will also be available through the elimination of
duplicative expenses.

Wesbanco will be able to offer a broader range of services
than those currently available to Vandalia customers, in
particular trust services, and the combined entity will be able
to offer a broader loan program and, through participations by
the subsidiary banks, to service larger loan transactions. In
summary, Wesbanco's Board of Directors believes that the Merger
will enable both Vandalia and Wesbanco's subsidiaries to better
serve the financial needs of their communities, and the Merger
will enable Wesbanco to obtain these benefits at a cost that,
under all the facts and circumstances, is reasonable.

Interest of Certain Persons in the Merger

Directors and officers of Vandalia, beneficially owned, in
the aggregate, approximately 161,963 shares, or 57.23% of
Vandalia Common Stock as of November ___, 1996.

All of Vandalia's directors and officers will, as a result
of the Merger, obtain an equity interest in Wesbanco in exchange
for their shares of Vandalia Common Stock to the extent they do
not elect to receive cash. Each of them will receive the same
number of shares of Wesbanco Common Stock for each share of
Vandalia Common Stock owned by him or her as every other Vandalia
shareholder. Certain affiliates of Vandalia will, however, be
subject to certain restrictions on any resale of Wesbanco stock
received by them pursuant to the Merger. See "Resales of
Wesbanco Common Stock". The directors of Vandalia do not own any
shares of Wesbanco Common Stock, except for Charles S. Armistead,
a director of Vandalia, who owns 2,000 shares of Wesbanco Common
Stock.

The Agreement also provides that each holder of an
outstanding warrant convertible into Vandalia Common Stock at the
exercise price of $16.00 per share ("Warrants") shall be entitled
to receive the difference between the exercise price and $34.34,
in cash. As of July 18, 1996, there were 32,764 Warrants
outstanding, all of which were owned by directors and officers of
Vandalia. See "Information With Respect To Vandalia - Ownership
of Securities by Directors and Officers."

As a result of the Merger each five-percent shareholder of
Vandalia will receive, in exchange for the Vandalia Common Stock
beneficially owned by them, the amount and percentage of shares
of Wesbanco Common Stock set forth in "Information With Respect
to Vandalia-Principal Shareholders", unless such shareholder
elects to receive cash.

Under the Agreement, Reed J. Tanner, a director of Vandalia,
will become a director of Wesbanco on the Effective Date. Also,
C. Barton Loar, Vaughn L. Kiger, Robert D'Alessandri, John W.
Fisher, II, Roger E. King and Reed J. Tanner will become
directors of Wesbanco Fairmont on the Effective Date, and Mr.
Loar and Mr. Kiger will become members of the Wesbanco Fairmont
Executive Committee. See "Effects of the Merger: The Surviving
Corporation" below. It is also a condition to Wesbanco's
obligations to consummate the Merger that C. Barton Loar,
President of Vandalia, enter into an employment agreement with
NBWV, as described in the section entitled "Conditions and
Covenants", below. There are no agreements that the other
individuals who serve as directors and officers of Vandalia will
remain in their respective positions following the Merger. See
"Effects of the Merger: The Surviving Corporation" below.

C. Barton Loar does not presently have an Employment
Agreement with Vandalia. The proposed Employment Agreement for
Mr. Loar would have a revolving three year term commencing on the
Effective Date of the Merger at a salary not less than the salary
in effect for Mr. Loar as of the Effective Date of the Merger.
The contract also contains a "make whole" clause which protects
Mr. Loar against any loss of benefits currently provided Vandalia
or NBWV. The agreement also requires NBWV to provide the same
benefits to Mr. Loar which it provides to other executive
employees, during the period of his employment. The agreement
contains a termination for cause provision and a termination on
death clause. In the event of the death of the employee during
the term of the agreement, NBWV is required to pay to Mr. Loar's
spouse an amount equal to six months of his base salary at his
then current base rate. In the event NBWV attempts to terminate
Mr. Loar's employment other than for cause, or due to the death
of the employee, or by mutual consent with the employee, Mr. Loar
is entitled to receive an amount equal to the greater of six
months base salary or the base salary payable under the remaining
term of the agreement. Wesbanco is a party to such contract and
will unconditionally guarantee the performance of the bank
thereunder. The agreement also provides that upon consummation
of the Bank Merger, Mr. Loar shall serve as the President of the
Monongalia Division of Wesbanco Fairmont.

As of November ___ 1996, Wesbanco held no shares of Vandalia
Common Stock. Directors, executive officers and affiliates of
Wesbanco owned no shares of Vandalia Common Stock as of such
date. The Merger will have no effect on the positions of the
present directors and officers of Wesbanco, and except for the
stock ownership of Vandalia described herein and for counsel fees
paid to a director of Wesbanco in the ordinary course of business
in connection with this transaction, no directors, officers or
affiliates of Wesbanco have any special interest in the Merger or
are receiving any special consideration or compensation as a
result of the Merger.

It is not anticipated that any outstanding transactions
between Vandalia or Wesbanco and their respective affiliates, and
any directors, officers, or principal shareholders of Vandalia or

Wesbanco or their respective associates, including any
outstanding loans or trust relationships, will be affected by the
Merger.

Opinion of Ferris, Baker Watts, Incorporated

As described in more detail under "Recommendation of the
Boards of Directors" and "Vandalia Reasons for the Merger" above,
in its role as an advisor, Ferris, Baker gave the Board of
Vandalia its preliminary advice based on the information then
available, that the terms of the Merger were fair, from a
financial point of view, to Vandalia and its shareholders. On
July 18, 1996, Ferris, Baker rendered a definitive written
opinion to that effect. Vandalia may request Ferris, Baker to
update its opinion. The full text of Ferris, Baker's opinion,
which sets forth the assumptions made, matters considered and
limitations on the review undertaken in connection with such
opinion, is set forth below and should be read in its entirety.

FERRIS Ferris, Baker Watts, Incorporated
BAKER Investments
WATTS Member NYSE, SIPC
100 Light Street
Baltimore, Maryland 21202
(410) 685-2600

July 18, 1996

The Board of Directors
Vandalia National Corporation
P.O. Box 616
Morgantown, WV 26507

Gentlemen:

You have requested an opinion as to the fairness, from a
financial point of view, to the holders of the outstanding Common
Stock of Vandalia National Corporation (the "Company") of the
proposed consideration offered by Wesbanco, Inc. ("Wesbanco")
described in the draft Agreement and Plan of Merger as of July
15, 1996, by and between Wesbanco, the Company, VNC Corporation
and Wesbanco Bank Fairmont, Inc. (the "Agreement"). We were
retained by the Board of Directors of the Company and commenced
our investigation of the Company on June 7, 1996.

Pursuant to the Agreement, each shareholder of the Company will
have the option to receive $34.34 in cash for each share of the
Company or 1.2718 shares of Wesbanco for each share of the
Company. If the average share price of Wesbanco for the thirty
calendar days preceding the five business days before the closing
date falls below $25.00, the Company may terminate the Agreement.

In connection with this opinion, we have reviewed, among other
things, (i) the letter of intent, (ii) the Agreement (as of July
15, 1996), (iii) annual reports for the six fiscal years ended
December 31, 1995, (iv) expected financial results for the
current fiscal year, and (v) projected financial results for the
years 1996 through 1998. We have held discussions with the
members of the management of the Company regarding its past and
current business operations, financial condition and future
prospects. We have reviewed the reported price and trading
activity for the shares of Wesbanco; compared certain financial
and stock market information concerning the Company with similar
information for certain other regional community banks, the
securities of which are publicly traded; reviewed the terms of
recent banking combinations; and have performed such other
studies and analysis as we considered appropriate.

We periodically prepare research reports on the banking industry.
Ferris, Baker Watts, Incorporated, its clients, its officers or
its employees, in the normal course of business, may have a
position in the common stock of the Company and Wesbanco.

In rendering our opinion, we have assumed and relied upon the
accuracy and completeness of all financial and other information
reviewed by us for purposes of this opinion whether publicly
available or provided to us by the Company and Wesbanco, and we
have not assumed any responsibility for independent verification
of such information. We express no opinion as to the
consideration to be received by holders of shares who may perfect
dissenters' statutory fair appraisal remedies. Based upon the
forgoing and based upon such other matters that we consider
relevant, it is our opinion that as of the date hereof, the
consideration to be received by the shareholders of the Company
as a result of the Agreement (as outlined in draft of the
Agreement as of July 15, 1996) is fair from a financial point of
view.

Very truly yours,

FERRIS, BAKER WATTS, INC.

/s/ Ferris, Baker Watts, Inc.

Ferris, Baker is a nationally recognized, regional
investment banking firm headquartered in Washington, D.C., and is
regularly engaged in the valuation of banks and other financial
institutions and their securities.

Ferris, Baker was retained by the Board of Directors of
Vandalia on June 7, 1996, to advise and assist management in the
analysis and evaluation of acquisition proposals from Wesbanco
and others, including a review of Vandalia's current and
prospective financial position and its current acquisition value,
the evaluation of the financial terms of the proposals for the
Board of Directors, and, the rendering of an opinion as to the
fairness, from a financial point of view, of the terms of the
proposed Merger to Vandalia and its shareholders. See
"Recommendation of the Boards of Directors" and "Vandalia Reasons
for the Merger" above for additional discussion of Ferris,
Baker's role in advising the Vandalia Board of Directors.

The Board of Directors authorized the selection of Ferris,
Baker after a review of several candidates on the basis of its
experience in the valuation of financial institutions and their
securities and familiarity with the commercial banking industry,
bank securities and merger and acquisition transactions in the
region and on the basis of cost. No limitations were imposed by
Vandalia or Wesbanco with respect to the opinion rendered by
Ferris, Baker, or the scope of its investigation.

The terms of the Merger were not determined by Ferris,
Baker, but instead were established by the respective boards of
directors of Vandalia and Wesbanco.

Ferris, Baker arrived at its opinion after discussions with
senior officers of Vandalia and Wesbanco; a review of pertinent
financial information concerning Vandalia and Wesbanco; a review
of the trading history of Vandalia Common Stock and Wesbanco
Common Stock; a review of the dividend record of Vandalia and
Wesbanco; a comparison of the financial terms of the Merger with
the terms of other recent business combinations involving banks
and bank holding companies; a comparison of financial and market
information of selected banks and bank holding companies with
that of Vandalia and Wesbanco; a review of the Stockholder
Agreement, the Agreement, and the Proxy Statement/Prospectus; and
such other analyses, studies and investigations as Ferris, Baker
deemed relevant.

In rendering its opinion, Ferris, Baker assumed that in the
course of obtaining the necessary regulatory approvals for the
Merger, no restrictions would be imposed on Wesbanco that would
have a material adverse effect on the contemplated benefits of
the Merger to Vandalia. Ferris, Baker also assumed that there
would not occur any change in applicable law or regulation that
would cause a material adverse change in the prospects or
operations of Wesbanco after the Merger.

Ferris, Baker did not assume any responsibility for the
independent verification of the information used in arriving at
its opinion and assumed the accuracy and completeness of all such
information. Also, Ferris, Baker did not assume responsibility
to obtain an independent appraisal of the assets or liabilities
of Vandalia or Wesbanco. Ferris, Baker did review other third
party proposals in evaluating the offer by Wesbanco.

For its financial services, including rendering the opinion
included herein, Ferris, Baker will receive a fee of $35,000,
plus expenses, of which the full amount has been paid. An
additional fee will be payable for any update to Ferris, Baker's
opinion. Vandalia has also agreed to reimburse Ferris, Baker for
its reasonable out-of-pocket expenses and to indemnify Ferris,
Baker against certain liabilities, including liabilities arising
under Federal Securities Laws, which may arise in connection with
the performance of its services for Vandalia. The amount of the
consideration was determined as a result of negotiations between
Vandalia and Ferris, Baker.

Ferris, Baker has had no other material relationship with
Vandalia, Wesbanco or any of their respective affiliates in the
past two years.

FERRIS BAKER'S OPINION IS DIRECTED ONLY TO THE EXCHANGE
RATIO IN THE MERGER AND DOES NOT CONSTITUTE A RECOMMENDATION TO
ANY VANDALIA SHAREHOLDER AS TO HOW SUCH SHAREHOLDER SHOULD VOTE
AT THE VANDALIA SPECIAL MEETING. THE SUMMARY OF THE OPINION OF
FERRIS, BAKER SET FORTH IN THIS PROXY STATEMENT IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF SUCH OPINION.

Ferris, Baker's opinion was based solely upon information
available to it and provided by Vandalia and Wesbanco, the
economic market and other conditions as they existed as of the
date its opinion was rendered.

Effective Time

The Merger and the Bank Merger will become effective (the
"Effective Time") on the effective date specified in the
Certificate of Merger to be issued by the Delaware Secretary of
State as to the Merger, and the West Virginia Secretary of State
as to the Bank Merger, which will occur as soon as practicable
after the closing (the "Closing"). It is anticipated that the
Closing will be held and such Certificate will be issued on the
date which is the latest of: (i) the second business day after
the meeting of the shareholders of Vandalia at which the
Agreement is approved; (ii) the fifteenth (15th) day after the
approval of Wesbanco's acquisition of Vandalia by the Federal
Reserve Board or the approval of the Bank Merger by the Federal
Deposit Insurance Corporation ("FDIC"); (iii) the day after any
stay of the Federal Reserve Board's approval of the acquisition
of Vandalia or the FDIC's approval of the Bank Merger shall be
vacated or shall have expired or the day after any injunction
against the closing of the Merger or the Bank Merger shall be
lifted, discharged or dismissed; (iv) the day after the approval
of the transaction by the West Virginia Department of Banking and
Financial Institutions; (v) the second business day after the
date on which the conditions set forth in the Agreement are
satisfied or waived; or (vi) such other date as shall be mutually
agreed to by Wesbanco and Vandalia. It is presently anticipated
that if the shareholders of Vandalia approve the Agreement at the
Special Meeting and the regulatory approvals are obtained, the
Department of Justice does not object to the Merger, and all
other conditions to the Merger are satisfied or waived, the
Merger will become effective by December ___, 1996. See
"Conditions and Covenants" and "Termination" below.

Conversion of Vandalia Common Stock

Each share of Vandalia Common Stock issued and outstanding
immediately prior to the Effective Time, other than shares for
which such holder has elected to receive cash, shares held by
dissenting Vandalia shareholders and shares held by Vandalia or
Wesbanco, other than in a fiduciary capacity, will, at the
Effective Time, by virtue of the Merger and without any action on
the part of the holder thereof, be converted into 1.2718 shares
of Wesbanco Common Stock, except for those shareholders who elect
to receive cash. See "Election to Receive Cash", below.

All issued and outstanding shares of Wesbanco Fairmont will
continue to be held by Wesbanco and will be the issued and
outstanding shares of the Surviving Corporation.

No certificates for fractional shares of Wesbanco Common
Stock will be issued to any holder of Vandalia Common Stock in
the Merger. Wesbanco will pay cash in lieu of any fractional
share to which any shareholder of Vandalia Common Stock may
otherwise be entitled in an amount based on a value of $27.00 per
whole share of Wesbanco Common Stock or, at the option of such
shareholder, such shareholder may purchase the remaining fraction
of such share from Wesbanco at the same price and receive a whole
share of Wesbanco Common Stock.

For a discussion of the treatment of shares held by Vandalia
shareholders who elect to exercise their dissenters' rights, see
"Rights of Dissenting Shareholders" below, and for a discussion
of the treatment of shares held by Vandalia shareholders who
elect to receive cash, see "Election to Receive Cash" below.

Exchange of Certificates

As promptly as practicable after the Effective Time of the
Merger, each holder of any outstanding certificate or
certificates for Vandalia Common Stock (other than Vandalia
shareholders who elect to receive cash or exercise their
dissenters' rights) upon surrender of their certificates,
together with a duly executed letter of transmittal, to Wesbanco
Bank Wheeling ("Wesbanco Wheeling"), which is acting as Exchange
Agent for Wesbanco, shall be entitled to receive in exchange
therefor a certificate or certificates representing the number of
whole shares of Wesbanco Common Stock, into which the shares of
outstanding Vandalia Common Stock theretofore represented by the
certificate or certificates so surrendered shall have been
converted, together with a check for cash in lieu of fractional
shares of common stock or, if the proper amount of cash is
submitted for the remaining fraction, an additional whole share
of Wesbanco Common Stock. See "Conversion of Vandalia Common
Stock" above.

Whenever a dividend is declared by Wesbanco on Wesbanco
Common Stock after the Effective Date, the dividend will apply to
all shares of Wesbanco Common Stock into which shares of Vandalia
Common Stock have been converted by virtue of the Merger. See
"Comparative Stock Prices and Dividends". No former Vandalia
shareholder will be entitled to receive such dividend, however,
until he or she has exchanged the certificates representing his
or her Vandalia Common Stock for certificates representing
Wesbanco Common Stock, upon which exchange he or she will be

entitled to receive such dividend (without interest thereon and
less the amount of taxes, if any, which may have been imposed or
paid thereon).

SHAREHOLDERS OF VANDALIA SHOULD NOT RETURN CERTIFICATES
REPRESENTING VANDALIA COMMON STOCK WITH THE ENCLOSED PROXY CARD.
Instructions for surrendering such certificates will be sent to
shareholders of Vandalia promptly after the Effective Time.

Election to Receive Cash

Each shareholder of Vandalia Common Stock may elect to
exchange part or all of such shareholder's shares for cash in the
amount of $34.34 per share. Instructions for making such an
election and surrendering the certificates representing Vandalia
Common Stock will be sent to shareholders of Vandalia promptly
after the Effective Time.

Wesbanco, Wesbanco Fairmont and VNC Shareholder Approval:

Wesbanco shareholder approval of the Agreement is not
required under West Virginia corporation law or the Articles of
Incorporation of Wesbanco.

The Boards of Directors of Wesbanco, Wesbanco Wheeling and
VNC have approved the Agreement. Wesbanco has also agreed, as
sole shareholder of Wesbanco Fairmont and VNC, to vote all of the
outstanding shares of said corporations in favor of the Merger
and the Bank Merger.

Effects of the Mergers: The Surviving Corporations

At the Effective Time, the separate existence of VNC will
cease. Vandalia will be the surviving corporation (sometimes
referred to as the "Surviving Corporation"). The assets,
liabilities, and capital of VNC will be merged into Vandalia and
these assets, liabilities, and capital will then constitute part
of the assets, liabilities, and capital of Vandalia. Vandalia
will operate under the Articles of Incorporation and Bylaws of
Vandalia effective as of the day of the Merger.

Also at the Effective Time of the Bank Merger, the separate
existence of NBWV will cease. Wesbanco Fairmont will be the
surviving corporation (sometimes referred to as the "Surviving
Banking Corporation"). The assets, liabilities, and capital of
NBWV will be merged into Wesbanco Fairmont and these assets,
liabilities and capital will then constitute part of the assets,
liabilities and capital of Wesbanco Fairmont. Wesbanco Fairmont
will continue to operate under its Articles of Incorporation and
Bylaws effective as of the day of the Bank Merger.

The Articles of Incorporation and Bylaws of Wesbanco will be
unaffected by the Merger, and the individuals who served as
directors and officers of Wesbanco immediately prior to the
Merger will continue to serve as directors and officers of
Wesbanco after the Effective Time, until their successors shall

have been elected and qualified or until their resignation or
removal according to law. For information concerning Wesbanco's
current management, see Wesbanco's Proxy Statement for its annual
meeting of stockholders held on April 17, 1996, which has been
incorporated by reference into this Proxy Statement/Prospectus
and a copy of which is being delivered herewith. See
"Incorporation Of Certain Documents By Reference" and
"Information With Respect to Wesbanco - Recent Acquisitions." In
addition, however, pursuant to the Agreement, Wesbanco will
appoint as a director of Wesbanco, as of the Effective Date, Reed
J. Tanner to serve until the next annual meeting of Wesbanco
shareholders and will nominate for the position of Wesbanco
director and solicit proxies for such person from its
shareholders until such person has served a full three year term
as a Wesbanco director. The above identified individual is a
director of Vandalia. See "Information with Respect to Vandalia
- - Directors."

NBWV will be merged with and into Wesbanco Fairmont, which
is a wholly-owned subsidiary of Wesbanco in the Bank Merger.
While Wesbanco has advised Vandalia that the officers and
employees of NBWV immediately after the Merger will be the same
as the officers and employees now holding such positions, there
are no agreements to that effect, except as noted in the
employment contract. See "The Merger - Interest of Certain
Persons in the Merger". The present executive officers of NBWV
will also become executive officers of Wesbanco Fairmont.
Wesbanco and Wesbanco Fairmont have agreed to elect to the Board
of Directors of Wesbanco Fairmont, as of the Effective Date, C.
Barton Loar, Vaughn L. Kiger, Robert D'Alessandri, John W.
Fisher, II, Roger E. King and Reed J. Tanner, and to appoint C.
Barton Loar and Vaughn L. Kiger to the Executive Committee of
Wesbanco Fairmont. It is anticipated that after the Effective
Date, there will be a close liaison and a high level of
cooperation among all Wesbanco subsidiaries, including the
officers of NBWV, which can be expected to result in improved
services to their respective customers and greater efficiency.

If the Merger had occurred as of June 30, 1996, Vandalia
would have, on a pro forma consolidated basis, constituted 4.04%
of deposits, 3.56% of assets, 1.97% of equity, and its
shareholders would have held 3.49% of the total outstanding
shares of Wesbanco on a pro forma consolidated basis. In
addition, for the six months ended June 30, 1996, Vandalia would
have contributed 3.89% of net interest income and .93% of net
income to Wesbanco on a pro forma consolidated basis. These
percentages reflect the relative size of Vandalia as of June 30,
1996. These percentages may change with the normal variances in
the rates of growth for deposits and loans for all Wesbanco
affiliates. Additionally, it is contemplated that Wesbanco may
combine with other financial institutions in the future and these
mergers may affect the percentages shown above. However,
Wesbanco is not presently involved in any other material merger
transactions for which definitive agreements or letters of intent
have been executed, other than the recently completed acquisition
of Bank of Weirton which is reflected in the pro forma financial
information. See "Pro Forma Data" and "Information With Respect
To Wesbanco - Recent Acquisitions".

Conditions and Covenants

The Agreement provides that the Merger will not take place
unless and until certain conditions are met, or, in some cases,
waived.

Approval by Vandalia Shareholders
- ---------------------------------
Approval by the affirmative vote of the holders of at least
a majority of the shares of Vandalia Common Stock entitled to
vote at the Special Meeting of Vandalia, and approval by Wesbanco
as sole shareholder of Wesbanco Fairmont and VNC (which approval
Wesbanco has agreed to give) is required by law and must be
obtained before the Merger and the Bank Merger can be
consummated. As of the record date, November __, 1996, the
directors and officers of Vandalia beneficially owned, in the
aggregate, approximately 161,963 shares or 57.23% of the
outstanding shares of Vandalia Common Stock . See "Voting
Information - Voting and Revocation of Proxies" and "The Merger -
Interest of Certain Persons in the Merger" above, and
"Information with Respect to Vandalia - Ownership of Securities
by Directors and Officers".

Government Approvals
- --------------------
The completion of the Merger is also conditioned upon the
approval of the acquisition by the Federal Reserve Board and the
West Virginia Department of Banking, and the approval of the Bank
Merger is conditioned upon the approval of the Merger by the FDIC
and the West Virginia Department of Banking.

The Merger is subject to approval by the Federal Reserve
Board under the provisions of the Bank Holding Company Act of
1956, as amended. Applications for such approval were filed with
the Federal Reserve Board on July 25, 1996, and the application
was accepted as filed on the 22nd day of August, 1996.

Under the Bank Holding Company Act, the Federal Reserve
Board must withhold approval of the Merger if it finds that the
Merger would result in a monopoly or be in furtherance of any
combination or conspiracy to monopolize or attempt to monopolize
the business of banking in any geographical area. In addition,
the Federal Reserve Board may not approve the Merger if it finds
that the effect of the Merger may substantially lessen
competition or tend to create a monopoly or would in any other
manner be in restraint of trade, unless it finds that the
anticompetitive effects of the proposed transaction are clearly
outweighed in the public interest by the probable effects of the
transaction in meeting the convenience and needs of the
communities to be served. In ruling upon the application, the
Federal Reserve Board must also take into consideration the
financial and managerial resources and future prospects of
Vandalia and Wesbanco.

Under the Bank Holding Company Act, the Merger may not be
consummated before the fifteenth calendar day after the date of
such approval by the Federal Reserve Board, during which time the
Department of Justice of the United States may challenge the
Merger under the antitrust laws.

The Merger is also subject to the approval of the Board of
Banking and Financial Institutions of the State of West Virginia
under the provisions of Code 31A-8A-5. The Board of Banking
and Financial Institutions may not approve the Merger if it finds
that the effects of the Merger would be similar to those which
require disapproval in accordance with the Bank Holding Company
Act set forth above. In addition, under the state statute, the
Board is required to act on the application within 120 days after
receipt of a completed application, except that the Bank may
extend such time frame under certain circumstances set forth in
the statute. Applications for approval were confirmed as filed
with the West Virginia Board of Banking and Financial
Institutions on the 20th day of August, 1996. A hearing on the
application will be held on September 9, 1996, before the West
Virginia Board of Banking and Financial Institutions.

Applications for approval of the Bank Merger were filed with
the FDIC and the West Virginia Department of Banking on July 25,
1996, and were confirmed as filed by the FDIC on the 12th day of
August, 1996, and the Department of Banking on the 20th day of
August, 1996. Each of these applications will be acted upon in
accordance with the above outlined criteria.

The mergers cannot proceed in the absence of the requisite
regulatory approvals. Although there is no assurance that these
regulatory approvals will be obtained, the management of Wesbanco
and Vandalia believed that the required governmental approvals
will be obtained, and that the Department of Justice will not
object to the Merger or the Bank Merger.

Covenants
- ---------
In the Agreement, Vandalia agrees to take certain actions
and to refrain from taking certain actions in connection with its
business from July 18, 1996, until the Effective Time or until
the Agreement is terminated. Among other things, the Agreement
generally requires Vandalia to conduct its business only in the
ordinary course and in a manner consistent with past practice and
to keep Wesbanco advised of any material adverse changes in the
financial condition, assets, business or operations of Vandalia.
The Agreement further prohibits Vandalia from making certain
distributions to its shareholders and engaging in certain
corporate transactions or transactions with others outside of the
ordinary course of its business operations without the consent of
Wesbanco, including with certain exceptions, (i) issuing shares
of its Common Stock, or warrants, options, convertible securities
or the rights to purchase the same; (ii) issuing long-term debt;
(iii) changing its authorized capital stock; (iv) purchasing or
otherwise acquiring shares of its capital stock; (v) entering
into or amending any employment, pension, retirement, stock
option, profit sharing, deferred compensation or similar plan in
respect of any of its directors, officers or employees or
increasing its contribution to any such plan except as provided
in the Agreement; (vi) acquiring or merging with any other
company; (vii) mortgaging, pledging or subjecting to a lien or
disposing of any of its material assets; (viii) amending its
Articles of Incorporation or Bylaws; or (ix) taking any action
materially and adversely affecting the financial condition,
business, properties or operations of Vandalia. The Agreement
also prohibits dividends or other distributions on Vandalia
Common Stock.

Vandalia further agrees in the Agreement that it will not,
and will not permit any person acting on behalf of it, to
directly or indirectly, take any action to support, encourage or
accept any offer from any other person to acquire Vandalia, or
its assets. Vandalia further agrees to notify Wesbanco if any
such offer is made.

Other Conditions
- -----------------
The consummation of the Merger is subject to a number of
further conditions which must be met or may be waived by the
party or parties to be benefited thereby.

The obligations of both Wesbanco and Vandalia are subject to
a number of conditions, including: (i) the effectiveness of the
Registration Statement and compliance with applicable state
securities laws; (ii) the receipt of all required consents and
approvals and the expiration of any related delay periods; (iii)
holders of no more than 10% of the shares of Vandalia Common
Stock entitled to vote at its Special Meeting shall have filed
written objections to the Merger as dissenting shareholders and
requested appraisal rights in compliance with Delaware law; (iv)
the receipt of an opinion of counsel on certain tax consequences
of the Merger (See "Certain Federal Income Tax Consequences of
the Merger" below); (v) the absence of any action, proceeding,
regulation or legislation to enjoin, restrain, prohibit, or to
obtain substantial damages with respect to, the Agreement or the
consummation of the transactions contemplated thereby; and (vi)
the performance by the other party of its obligations under the
Agreement.

Wesbanco's obligations are also subject to other conditions
to be met by Vandalia including: (i) the accuracy of certain
representations and warranties made by Vandalia (including, among
other things, representations as to organization, authority to
enter into the Agreement, financial statements, absence of
material litigation, capitalization, material contracts, ERISA
and tax matters, adequacy of the loan loss reserve, and the
absence of materially adverse changes in areas such as financial
condition, results of operations, material assets, authorized,
issued or outstanding capital stock, certain personnel expenses,
and material expenditures for assets or other material
obligations outside of the ordinary course of business) as of the
Closing; (ii) opinions of counsel on such matters as
organization, authority and stock issuances; (iii) receipt, or
best efforts of Vandalia to cause the receipt of, letters from
certain affiliates whose stock will be restricted (See "Resales
of Wesbanco Common Stock" below); and (iv) absence of any suit,
action or proceeding against Vandalia or its officers or
directors in their capacity as such which, in the reasonable
judgment of Wesbanco would, if successful, have a material
adverse effect on the financial condition or operations of
Vandalia.

Vandalia's obligations are also subject to certain other
conditions to be met, in part, by Wesbanco, including: (i) the
accuracy of certain representations and warranties made by
Wesbanco (including, among other things, representations as to
organization, actions to be taken in connection with Wesbanco
Fairmont, authority to enter into the Agreement and to issue
shares in the Merger, financial statements, absence of material
litigation, capitalization, material contracts, ERISA and tax
matters, adequacy of loan loss reserves, and the absence of
materially adverse changes in areas such as financial condition,
results of operations, material assets, authorized, issued or
outstanding capital stock, certain changes in Articles or Bylaws,

and material expenditures for assets or other material
obligations (outside of the ordinary course of business) as of
the Closing; (ii) opinions of counsel on such matters as
organization, authority, and the legality of the shares to be
issued in the Merger; (iii), the absence of any suit, action or
proceeding against Wesbanco, any of its subsidiaries, or their
officers or directors in their capacities as such which, in the
reasonable judgment of Vandalia, would, if successful, have a
material adverse effect on the financial condition or operations
of Wesbanco or any of its subsidiaries; (iv) the furnishing of a
fairness opinion by Ferris, Baker (See "Opinion of Ferris, Baker
Watts, Incorporated" above), and at Vandalia's option, an update
of said opinion as of the closing if the closing is held more
than five days after the Vandalia Special Meeting; (v) unless
waived by Vandalia, the market value of Wesbanco Common Stock
shall fall below $25.00 per share as of the closing date (market
value defined to mean the average bid price for the 30 calendar
days preceding five business days before closing; and (vi) the
closing date has not occurred by January 31, 1997.

Waiver and Amendment

The Agreement provides that any of the terms or conditions
thereof may be waived by action of the Board of Directors of the
party which is, or the shareholders of which are, entitled to the
benefits thereof. The parties may also amend or modify the
Agreement in whole or in part at any time prior to Closing,
provided that the conversion ratio for Vandalia Common Stock in
the Merger or the cash price therefor, and any other material
terms of the Merger cannot be amended after its Special Meeting,
unless the amended terms are resubmitted to the shareholders of
Vandalia.

Termination

The Agreement and the transactions contemplated thereby may
be terminated at any time prior to the Effective Time by mutual
consent of Vandalia and Wesbanco or by either of them if: (i) any
of the conditions to that party's obligation to close have not
been met or waived; (ii) the Merger would violate any non-
appealable final order, decree or judgment of any court or
governmental body having competent jurisdiction; (iii) the
requisite vote of the shareholders is not obtained; (iv) the
Closing has not been held by January 31, 1997; or (v) the
requisite market price for Wesbanco Common Stock is not
maintained.

The Stockholder Agreement

In conjunction with the Agreement, Wesbanco entered into a
Stockholder Agreement dated as of July 18, 1996, with the
directors, one of whom is the chief executive officer of
Vandalia. Each such director and the chief executive officer of
Vandalia, in his capacity as a shareholder of Vandalia agreed,
among other things, not to sell, pledge, transfer or otherwise
dispose of his shares of Vandalia stock prior to the Special
Meeting of shareholders at which the Merger is considered and to
vote such shares of stock in favor of the Merger. The directors
of Vandalia own beneficially 57.23% of the Vandalia Common Stock
without exercise of the outstanding Warrants and, accordingly,
can provide the requisite vote to approve the Merger.

Appraisal Rights of Dissenting Shareholders

The following summary does not purport to be a complete
statement of the procedures to be followed by Vandalia
shareholders desiring to exercise dissenters' rights and is
qualified in its entirety by reference to the provisions of
Delaware General Corporation Law ("DCL") Section 262, the full
text of which is attached as Appendix I to this Proxy Statement.

As the preservation and the exercise of appraisal rights
require strict adherence to the provisions of these laws, each
Vandalia shareholder who might desire to exercise such rights
should review such laws carefully, timely consult his own legal
advisor and strictly adhere to the provisions thereof.

Any holder of record of Vandalia Common Stock has the right
under Section 262 of the DCL to dissent from the Merger, to have
his shares of Vandalia Common Stock appraised by the Delaware
Court of Chancery, and to receive the appraised value from the
surviving corporation. The following information is qualified in
its entirety by reference to Section 262.

In order for a holder of Vandalia Common Stock to exercise
his appraisal rights, he must satisfy all of the following
conditions:

(1) Before the holders of Vandalia Common Stock vote on the
proposal to approve and adopt the Merger, the shareholder of
record must deliver to Vandalia at 344 High Street, Morgantown,
West Virginia, 26505, Attn. Secretary, a written demand for the
appraisal of his shares of Vandalia Common Stock. This demand
must:

(a) Be made by the shareholder of record (or
the duly authorized representative of the
shareholder of record) and not by someone who is
merely a beneficial owner of the shares (i.e.,
cannot be made by the beneficial owner if he does
not own the shares of record);

(b) Identify the shareholder;

(d) Be separate from and in addition to any
proxy or vote against the merger.

Merely voting, or delivering a proxy directing a vote, against
approval of the Merger will not satisfy this condition; a written
demand for appraisal is essential. The written demand must be
signed by the shareholder of record (or his duly authorized
representative) exactly as his name appears on the form of proxy
accompanying this Proxy Statement/Prospectus. A demand for
appraisal of shares owned jointly by more than one person must
identify and be signed by all such holders. Any person signing a
demand for appraisal on behalf of a partnership or corporation or
in any other representative capacity (such as attorney in fact,

executor, administrator, trustee, or guardian) must indicate his
title and, if Vandalia so requests, must furnish proof of his
capacity and his authority to sign the demand. Demands for
appraisal should be sent to Vandalia (preferably by certified or
registered mail, return receipt requested) at the address noted
above.

(2) The shareholder must not vote in favor of the approval
of the Merger, whether in person, by proxy, or by written
consent. A failure to vote will satisfy this condition, but a
vote in favor of the approval of the Merger will constitute a
waiver of the shareholder's right of appraisal and will, in
effect, cancel his demand for appraisal. If a shareholder
returns his proxy and does not vote against the Merger, and
thereafter does not revoke his proxy, it will be voted for the
Merger and the shareholder will be deemed to have waived his
rights as a dissenting shareholder.

(3) Within 120 days after the effectiveness of the Merger,
a shareholder of record may file a petition in the Delaware Court
of Chancery demanding a determination of the value of Vandalia
Common Stock held by all Vandalia shareholders who have satisfied
conditions (1) and (2) above, unless the surviving corporation or
another shareholder shall have filed such a petition within that
period of time; provided that during the first 60 days after the
effectiveness of the Merger, a shareholder who has demanded
appraisal has the right to withdraw such demand and accept 1.2718
shares of Wesbanco Common Stock or cash in the amount of $34.34
per share under the Agreement. Within 120 days after the
effectiveness of the Merger, any shareholder who has satisfied
conditions (1) and (2) above, upon written request made to
Vandalia at the address shown above shall be entitled to receive
a statement setting forth the aggregate number of shares not
voted in favor of the Merger and with respect to which demands
for appraisal have been received and the aggregate number of
holders of such shares. Such written statement will be mailed to
the shareholder within 10 days after receipt of his written
request for same or within 10 days after the Special Meeting,
whichever is later. Within 10 days after the effectiveness of
the Merger, the surviving corporation will notify each
shareholder who has satisfied conditions (1) and (2) above of the
date on which the Merger became effective. If neither the
surviving corporation or any shareholder of Vandalia files a
petition for appraisal within 120 days after that date, the
appraisal rights of Vandalia shareholders will cease, and they
will only be entitled to receive 1.2718 shares of Wesbanco Common
Stock in exchange for each of their respective shares of Vandalia
Common Stock. At the present time, Vandalia's management expects
that the surviving corporation will not file such a petition in
the event a demand for appraisal is made. A final decision on
that matter will be made if and when the occasion arises and will
be based on the circumstances then existing.

(4) If the Delaware Court of Chancery so requires, the
shareholders of record must submit their Vandalia Common Stock
certificates to the Register in Chancery for notation thereon of
the pendency of the appraisal proceedings. If the Court invokes
such a requirement and a shareholder fails to comply with it, the
Court may dismiss the appraisal proceedings as to that
shareholder, and he will lose his appraisal rights.

Since only holders of Vandalia Common Stock of record may
exercise appraisal rights, persons who beneficially own shares
which are held of record by brokers, fiduciaries, nominees, or
others and who wish to exercise their appraisal rights must

instruct the record holders of their shares to satisfy the
conditions outlined above. If a shareholder of record does not
satisfy within the time limits allowed all of the conditions
outlined above, the appraisal rights for the shares of Vandalia
Common Stock held by him will be lost, and each of such shares
will be converted into the right to receive 1.2718 shares of
Wesbanco Common Stock per share of Vandalia Common Stock on the
effectiveness of the Merger, as provided in the Agreement.

If the surviving corporation or any holder of Vandalia
Common Stock files a petition in accordance with condition (3)
above, the Delaware Court of Chancery will hold a hearing on the
petition, will determine the shareholders entitled to an
appraisal and the fair value of the shares of Vandalia Common
Stock owned by such shareholders, exclusive of any element of
value arising from the accomplishment or expectation of the
Merger (such fair value could be determined to be more or less
than the value of Wesbanco Common Stock per share to be exchanged
in the Merger or the cash alternative per share offered in the
Agreement). The Court will then direct the surviving corporation
to pay the appraised value of those shares, together with
interest (if any), to the shareholders entitled thereto upon
their surrender to the surviving corporation of the certificates
representing such shares.

The Court will determine the amount of interest, if any, to
be paid on the value of the Vandalia Common Stock owned by the
dissenting shareholders. In making its determination with
respect to interest, the Court may consider all relevant factors,
including the rate of interest which the surviving corporation
has paid for money it has borrowed, if any, during the pendency
of the appraisal proceeding.

The cost of the appraisal proceeding may be determined by
the Court and taxed to the parties in such manner as the Court
deems equitable under the circumstances. Upon application of a
dissenting shareholder, the Court may order all or a portion of
the expenses incurred by any dissenting shareholder in connection
with the appraisal proceeding (including, without limitation,
reasonable attorney fees and the fees and expenses of experts) to
be charged pro rata against the value of all shares of Vandalia
Common Stock entitled to an appraisal.

After the Effective Date of the Merger, any holder of
Vandalia Common Stock who has demanded his appraisal rights in
accordance with condition (1) above will thereafter not be
entitled to vote Vandalia Common Stock for any purpose nor be
entitled to receive any dividends or other distributions on such
stock (except any dividends or distributions payable to
shareholders of record as of a time prior to the effectiveness of
the Merger) as long as his appraisal rights continue in
existence. However, if such shareholder delivers to the
surviving corporation an acceptance of the Merger and a written
withdrawal of his appraisal demand within sixty days after the
effectiveness of the Merger (or thereafter with the written
approval of the surviving corporation), then such shareholder's
right to an appraisal of his Vandalia Common Stock will cease,
and he will be entitled to receive 1.2718 shares of Wesbanco
Common Stock for each share of Vandalia Common Stock as a result
of the Merger. No appraisal proceeding in the Court of Chancery,
however, may be dismissed as to any Vandalia shareholders without
the approval of the Court, and the Court may condition any such
approval on such terms as it deems just.

The foregoing does not purport to be a complete statement of
the procedures to be followed by shareholders desiring to
exercise appraisal rights. To exercise such rights, strict
adherence to the provisions of those sections of the law of the
State of Delaware referred to above is required. EACH
SHAREHOLDER WHO MAY DESIRE TO EXERCISE SUCH RIGHTS SHOULD CONSULT
SUCH LAWS AND ADHERE TO THE PROVISIONS THEREOF. As in all legal
matters, you would be well advised to seek the guidance of an
attorney at law.

The receipt of cash for shares of Vandalia Common Stock held
by a Dissenting Shareholder will be a taxable transaction to the
Dissenting Shareholder for Federal income tax purposes. The
amount of gain or loss and its character as ordinary or capital
gain or loss will be determined in accordance with Sections 302
and 1001 (and in certain cases, other provisions) of the Internal
Revenue Code of 1986. Any Vandalia shareholder contemplating the
possible exercise of appraisal rights is urged to consult a tax
advisor as to the Federal (and any applicable state and local)
income tax consequences resulting from such an election.

Resales of Wesbanco Common Stock

The shares of Wesbanco Common Stock issuable upon the
consummation of the Merger will be registered with the Commission
under the Securities Act of 1933 (the "Securities Act"). Under
current law, each holder of Vandalia Common Stock who is not an
affiliate of Wesbanco or Vandalia within the meaning of Rule 144
or 145 under the Securities Act, may sell or transfer any shares
of Wesbanco Common Stock such holder receives in the Merger
without need of further registration under the Securities Act.
This Proxy Statement/Prospectus does not cover and may not be
used in connection with any resales of Wesbanco Common Stock by
such affiliates.

Shares of Wesbanco Common Stock issued to Vandalia
shareholders who may be deemed to be affiliates of Vandalia
before the Merger or affiliates of Wesbanco after the Merger may
be resold only in transactions permitted by Rules 145 and 144
under the Securities Act, pursuant to an effective registration
statement or in transactions exempt from registration. Generally
a shareholder who is an executive officer, director or a
principal shareholder or other control person of a company may be
deemed to be an affiliate for these purposes, while other
shareholders would not be deemed to be affiliates. Rules 144 and
145, insofar as relevant to shares acquired in the Merger, impose
restrictions on the manner in which affiliates may make resales
and also on the quantity of resales that such affiliates, and
others with whom they might act in concert, may make within any
three-month period.

It is a condition to Wesbanco's obligation to consummate the
Merger that Vandalia (i) deliver to Wesbanco a schedule
specifying the persons who may be deemed to be "affiliates" of
Vandalia within the meaning of Rule 145 under the Securities Act
("Affiliates"); and (ii) use its best efforts to cause each
Affiliate to deliver to Wesbanco, prior to Closing, a letter,
substantially in the form of Exhibit A to the Agreement (which is
set forth in Appendix II hereto) providing that the shares of
Wesbanco Common Stock issued pursuant to the Merger in exchange

for shares of Vandalia Common Stock held by or for the benefit of
such Affiliate (a) will not be sold or otherwise disposed of
except in accordance with Rule 145 (where the Affiliate has given
Wesbanco evidence of compliance with the Rule reasonably
satisfactory to it) or pursuant to an effective registration
statement under the Securities Act unless such person has
furnished to Wesbanco a no-action or interpretive letter from the
Commission or an opinion of counsel reasonably satisfactory to
Wesbanco that such transaction is exempt from or otherwise
complies with the registration requirements of the Securities
Act; and (b) may be represented by certificates which bear an
appropriate legend.

Expenses

Wesbanco and Vandalia will each bear and pay their
respective costs and expenses incurred in connection with the
Merger; however, all costs and expenses incurred in the printing
and mailing of the Proxy Statement/Prospectus are being borne by
Wesbanco. If the Merger is consummated, any expense incurred but
not paid prior to the Effective Time will become the obligation
of the Surviving Corporation by reason of the Merger.

Accounting Treatment

The Merger will be accounted for as a "purchase" by Wesbanco
of Vandalia. The results of this accounting treatment are shown
in the summary unaudited combined pro forma financial data
included elsewhere in this Proxy Statement/Prospectus. See "Pro
Forma Data".

Certain Federal Income Tax Consequences of the Merger

The Merger is conditional upon receipt of a ruling, or an
opinion of counsel, as to the principal federal income tax
consequences expected to result from the Merger. It is
anticipated that an opinion of counsel will be provided by
counsel for Vandalia, Spilman, Thomas & Battle, as to the tax
consequences of the Merger.

The following is a summary of such opinion. This summary is
qualified in its entirety by reference to the full text of such
opinion, including the assumptions upon which such opinion is
based. Such opinion is included as an exhibit to the
Registration Statement. Neither such opinion nor this summary
address any tax considerations under foreign, state or local
laws, or the tax considerations to shareholders other than
individual United States citizens who hold their shares of
Vandalia Common Stock as a capital asset within the meaning of
Section 1221 of the Code.

No rulings have been requested from the Internal Revenue
Service as to the federal income tax consequences of the Merger.
Vandalia shareholders should be aware that the opinion of
Spilman, Thomas & Battle is not binding on the Internal Revenue
Service and the Internal Revenue Service is not precluded from
taking a different position. Vandalia shareholders should also
be aware that some of the tax consequences of the Merger are
governed by provisions of the Code as to which there are no final
regulations and little or no judicial or administrative guidance.
The opinion of Spilman, Thomas & Battle is based upon the federal

income tax laws as in effect on the date of such opinion and as
those laws are currently interpreted. There can be no assurance
that future legislation, regulations, administrative rulings or
court decisions will not adversely affect the accuracy of the
statements contained herein.

The federal income tax consequences discussed below are
conditioned upon, and the opinion of Spilman, Thomas & Battle is
based upon, the accuracy, as of the date hereof and at, as of and
after the effective time of the Merger, of certain assumptions,
including, but not limited to, the following (taking into account
for purposes hereof all events that are contemplated under the
agreement): (A) that, pursuant to the Merger, the former
shareholders of Vandalia receive shares of Wesbanco Common Stock
having a value on the date on which the effective time of the
Merger occurs of not less than fifty percent (50%) of the value
of Vandalia Common Stock as of the same date; (B) that following
the Merger, Wesbanco will continue the historic business of
Vandalia or use a significant portion of Vandalia's historic
business assets in a business; (C) that a bona fide corporate
business purpose exists for the Merger; and (D) that the holders
of less than 50% of the outstanding shares of Vandalia Common
Stock elect to receive cash for their shares.

Wesbanco and Vandalia believe that all of the foregoing
assumptions are accurate as of the date hereof, and will be
accurate at, as of and after the effective time of the Merger.
If either Wesbanco or Vandalia learns before the effective time
of the Merger that such assumptions are false and that its
counsel therefore believes that the Merger is unlikely to be
treated as a tax-free reorganization, then additional shareholder
approval will be obtained before consummation of the Merger.

Spilman, Thomas & Battle will render an opinion to Wesbanco
and Vandalia, based upon the assumptions set forth therein, that
the Merger will have the following federal income tax
consequences:

(i) The statutory merger of Vandalia with VNC
and the statutory merger of the NBWV with Wesbanco
Fairmont will each constitute a reorganization
within the meaning of Section 368(a)(1) of the
Internal Revenue Code of 1986 ("IRC"), and
Wesbanco, Vandalia, VNC, NBWV and Wesbanco Fairmont
will each be a "party to a reorganization" as
defined in IRC Section 368(b);

(ii) No gain or loss will be recognized by
Wesbanco, Vandalia, VNC, NBWV or Wesbanco Fairmont
as a result of the transactions contemplated in the
Agreement;

(iii) No gain or loss will be recognized
by the shareholders of Vandalia as a result of
their exchange of Vandalia Common Stock for
Wesbanco Common Stock, except to the extent any
shareholder elects to receive cash, or receives
cash in lieu of a fractional share or as a
dissenting shareholder.

(iv) The holding period of the Wesbanco Common
Stock received by each holder of Vandalia Common
Stock will include the period during which the
stock of Vandalia surrendered in exchange therefor
was held, provided such stock was a capital asset
in the hands of the holder on the date of exchange;
and

(v) The Federal Income Tax basis of the
Wesbanco Common Stock received by each holder of
Vandalia Common Stock will be the same as the basis
of the stock exchanged therefore.

(vi) A Vandalia shareholder who dissents from
the proposed Merger and receives solely cash in
exchange for that shareholder's shares of Vandalia
Common Stock will be treated as having received
that cash as a distribution in redemption of those
shares subject to the provisions and limitations of
Section 302 of the Code. If the distribution is
eligible for treatment as a distribution in
redemption of that shareholder's shares, that
shareholder will recognize gain to the extent of
the consideration received less that shareholder's
adjusted basis in those shares.

(vii) The receipt by a Vandalia
shareholder of cash in lieu of a fractional share
of Wesbanco Common Stock will be treated as if
those shares or that fractional share was issued to
that holder in the Merger and thereafter redeemed
by Wesbanco for cash. The receipt of cash by a
Vandalia shareholder will be treated as a
distribution by Wesbanco in full payment in
exchange for the shares or fractional share as
provided in Section 302(a) of the Code. If the
distribution is eligible for treatment as a
distribution in redemption of a Vandalia
shareholder's shares or fractional share, that
shareholder will recognize gain to the extent of
the consideration received less that shareholder's
allocable adjusted basis in those shares.

BECAUSE CERTAIN TAX CONSEQUENCES OF THE MERGER MAY VARY
DEPENDING UPON THE PARTICULAR CIRCUMSTANCES OF EACH SHAREHOLDER
AND OTHER FACTORS, EACH SHAREHOLDER IS URGED TO CONSULT SUCH
SHAREHOLDER'S OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX
CONSEQUENCES OF THE MERGER TO THAT SHAREHOLDER, INCLUDING THE
APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, OR FOREIGN INCOME,
PROPERTY, TRANSFER AND OTHER TAX LAWS.

COMPARATIVE STOCK PRICES AND DIVIDENDS

Wesbanco Stock Prices and Dividends

On May 11, 1987, Wesbanco Common Stock became quoted on the
Nasdaq Stock Market under the symbol WSBC. The following
Wesbanco stock prices represent the range of published quotations
by the Nasdaq Stock Market during each quarter. The most recent
high and low prices on Wesbanco Common Stock were $_____ and $
_____ as of November ___, 1996.

Stock Price Range
Wesbanco(1)
-------------
High Low
------- -------
1994: First Quarter $29.50 $27.50
Second Quarter $28.25 $25.75
Third Quarter $29.00 $26.00
Fourth Quarter $29.25 $23.25

1995: First Quarter $25.75 $22.75
Second Quarter $26.50 $23.25
Third Quarter $29.50 $25.75
Fourth Quarter $30.00 $26.75

1996: First Quarter $28.75 $26.25
Second Quarter $27.25 $25.75

(1) On July 18, 1996, the date immediately preceding public announcement
of the proposed Merger, the published high and low price reported by
the Nasdaq Stock Market for Wesbanco stock was 26-1/2 and 26-1/2,
respectively.

Dividends Paid

The following table summarizes the quarterly cash dividends
per share on Wesbanco Common Stock declared by Wesbanco.

Wesbanco
--------
1994: First Quarter $ .21
Second Quarter .21
Third Quarter .22
Fourth Quarter .22

50
Wesbanco
--------
1995: First Quarter $ .23
Second Quarter .23
Third Quarter .25
Fourth Quarter .25

1996: First Quarter .26
Second Quarter .26
Third Quarter .28

On August 15, 1996, Wesbanco's Board of Directors declared a
third quarter dividend of $.28 per share, with a record date of
September 13, 1996, payable October 1, 1996.

Wesbanco Common Stock Dividend Policy

It has been the policy of Wesbanco to declare and pay cash
dividends on a quarterly basis. However, declaration and payment
of future dividends will depend upon the earnings of Wesbanco and
its subsidiaries, their financial condition and other factors,
including applicable governmental regulations and policies. The
principal sources of Wesbanco's income are dividends from its
subsidiary banks. For a description of parent company liquidity,
see "Index to Financial Statements-Wesbanco."

Dividends may be paid on Wesbanco Common Stock at the
discretion of Wesbanco's Board of Directors out of any funds
legally available therefor. Under the West Virginia Corporation
Act, dividends may be paid out of unreserved and unrestricted
earned surplus, and, additionally, in certain circumstances and
with the affirmative vote of holders of a majority of its
outstanding shares, out of capital surplus, provided, however,
that in no event may dividends be paid if Wesbanco is at the time
insolvent or would be insolvent after payment of such dividends.
The amount and timing of any future dividends will depend upon
the earnings of Wesbanco and its subsidiaries, their financial
condition, and other relevant factors. See "Government
Regulation - Dividend Restrictions".

Vandalia Stock Price Range and Dividends

There is no established public trading market for Vandalia
Common Stock; and Vandalia is not aware of any trades by private
individuals or organizations in its stock during the periods
presented. The information below is compiled from information
furnished by various broker sources as reported to management of
Vandalia, although no attempt has been made to verify or
determine the accuracy of the information furnished to Vandalia.
This information is based solely on that of which management is
aware.

The following table sets forth the range of high and low bid
and asked prices per share for Vandalia Common Stock and the cash
dividends declared per share for the periods indicated:

Cash
Stock Price Range Dividends
----------------- Paid Per
High Low Share
------ ----- ---------
1994 First Quarter None None None
Second Quarter None None None
Third Quarter None None None
Fourth Quarter None None None

1995 First Quarter None None None
Second Quarter None None None
Third Quarter None None None
Fourth Quarter None None None

1996 First Quarter None None None
Second Quarter None None None

On July 18, 1996, the last business day immediately
preceding public announcement of the proposed Merger, there were
no bid or ask prices for Vandalia Common Stock and no trades of
which Vandalia is aware. On November ___, 1996, the pro forma
equivalent price per share for Vandalia Common Stock, based on
the price of Wesbanco Common Stock on that date, was $________.
As of November ___, 1996, Vandalia had approximately _____
shareholders of record of its common stock.

Vandalia Dividend Policy

It has been the policy of Vandalia not to pay cash dividends
on Vandalia Common Stock due to its need to meet regulatory
capital requirements. The declaration and payment of future
dividends will depend upon the earnings of Vandalia, its
financial condition, and other factors, including applicable
governmental regulations and policies. The principal source of
Vandalia's income is from its banking operations. See "Index to
Financial Statements - Vandalia".

Dividends may be paid on Vandalia Common Stock at the
discretion of Vandalia's Board of Directors out of any funds
legally available therefor. Under the DCL, dividends may be paid
out of unreserved and unrestricted earned surplus, and,
additionally, in certain circumstances and with the affirmative
vote of the holders of a majority of its outstanding shares, out
of capital surplus, provided, however, that in no event may
dividends be paid if Vandalia is at the time insolvent or would
be insolvent after payment of such dividends. The amount and
timing of any future dividends will depend upon the earnings of
Vandalia, its financial condition and other relevant factors.
See "Government Regulation - Dividend Restrictions".

The Agreement provides that Vandalia may not pay or declare
dividends or other distributions on Vandalia Common Stock. See
"The Merger - Conditions and Covenants".

COMPARATIVE RIGHTS OF SHAREHOLDERS

Description of Wesbanco Capital Stock

The authorized capital stock of Wesbanco consists of
25,000,000 shares of common stock of the par value of $2.0833 per
share, and 1,000,000 shares of preferred stock without par value.
The shares of Wesbanco Common Stock now outstanding are fully
paid and nonassessable. As of November ___, 1996, there were
approximately _____ holders of record of the common stock of
Wesbanco. Of the 25,000,000 shares of authorized common stock,
________ shares were issued and outstanding as of November __,
1996. For a description of Wesbanco dividend rights, see
"Comparative Stock Prices and Dividends - Wesbanco Common Stock
Dividend Policy".

As of November ___, 1996, there were no shares of preferred
stock outstanding. Shares of preferred stock may be issued in
one or more classes or series with such preferences, voting
rights, full or limited, but not to exceed one vote per share,
conversion rights and other special rights as the Board of
Directors may fix in the resolution providing for the issuance of
the shares. The issuance of shares of preferred stock could
affect the relative rights of the common stock. Depending upon
the exact terms, limitations and relative rights and preferences,
if any, of the shares of preferred stock as determined by the
Board of Directors at the time of issuance, the holders of
preferred stock may be entitled to a higher dividend rate than
that paid on the common stock, a prior claim on funds available
for the payment of dividends, a fixed preferential payment in the
event of liquidation and dissolution of the company, redemption
rights, rights to convert their preferred stock into shares of
common stock, and voting rights which would tend to dilute the
voting control of the company by the holders of common stock.

Subject to the above limitations, in the event of any
liquidation, dissolution or winding up of Wesbanco, and subject
to the application of state and federal laws, holders of Wesbanco
Common Stock are entitled to share ratably in the assets
available for distribution to stockholders remaining after
payment of the corporation's obligations.

Each share of Wesbanco Common Stock is entitled to one vote,
and to cumulate votes in the election of directors. No holder of
shares of Wesbanco Common Stock has any preemptive right to
subscribe for or purchase any other securities of Wesbanco, and
there are no conversion rights or redemption or sinking fund
provisions applicable to Wesbanco Common Stock. However,
Wesbanco elects directors on a staggered basis by class with
terms of three years. This provision of its Articles of
Incorporation requires a super majority vote of its shareholders
to change. See "Comparison of Rights of Wesbanco and Vandalia
Shareholders".

Description of Vandalia Capital Stock

The authorized capital stock of Vandalia consists of
1,000,000 shares of common stock, par value of $1.00 per share.
The shares of Vandalia Common Stock now outstanding are fully

paid and nonassessable. As of November __, 1996, there were ____
shareholders of record of Vandalia Common Stock with 282,994
shares issued and outstanding. Additionally, there were 32,764
Warrants convertible into common stock at the exercise price of
$16.00 per share, all of which are owned by directors and
officers of Vandalia.

Each share of common stock has the same relative rights and
is identical in all respects with each other share of common
stock. The common stock is not subject to call for redemption.

The holders of common stock possess exclusive voting rights
in Vandalia. Each holder of common stock is entitled to one vote
for each share held, and a proportionate vote for any fractional
share held, on all matters voted upon by stockholders.
Stockholders are not permitted to cumulate their votes in the
election of directors.

The holders of the common stock are entitled to such
dividends as may be declared from time to time by the Board of
Directors of Vandalia out of funds legally available therefor.
See "Comparative Stock Prices and Dividends - Vandalia Dividend
Policy."

Holders of the common stock have preemptive rights to
acquire unissued or treasury shares of common stock or securities
convertible into such shares or carrying a right to subscribe to
or acquire such shares which are issued for cash by Vandalia in a
public offering or private placement of such securities, subject
to certain exceptions. Only stockholders of record on the date
of commencement of such public offering or private placement are
entitled to exercise such preemptive rights. Such stockholders
of record are entitled to subscribe for and purchase such
securities in the proportion in which their holdings of stock in
Vandalia bear to the total issued and outstanding capital stock
of Vandalia at the time of the commencement of the public
offering or private placement. The issuance for cash of
authorized but unissued shares of common stock is subject to
preemptive rights, provided that preemptive rights do not apply
to issuances of common stock to newly appointed or elected
directors of NBWV who are purchasing sufficient shares of common
stock to qualify as a director or to the issuance of common stock
upon exercise of the Warrants granted to directors in connection
with the organization of Vandalia or any stock option or stock
purchase or bonus plans intended for the benefit of employees, or
for the sale of any common stock representing 10% or less of the
total issued and outstanding shares of common stock for cash, or
in connection with the expansion of an existing or potential
business relationship between Vandalia and the purchaser of the
common stock.

In the event of any liquidation, dissolution or winding up
of Vandalia, the holders of the common stock would be entitled to
receive, after payment of all debts and liabilities of Vandalia,
all assets of Vandalia available for distribution, subject to the
rights of the holder of any preferred stock which may be issued
with a priority in liquidation or dissolution over the holders of
common stock. No shares of preferred stock are currently
authorized by the Articles.

Comparison of Rights of Wesbanco and Vandalia Shareholders

The rights of the Vandalia shareholders and the Wesbanco
shareholders are governed by the respective Articles of
Incorporation and Bylaws of each corporation and Delaware law, as
to Vandalia, and West Virginia law, as to Wesbanco. In some
respects, the rights of Vandalia shareholders and Wesbanco
shareholders are similar. Holders of common stock of each
corporation are entitled to one vote for each share of common
stock and to receive prorata any assets distributed to
shareholders upon liquidation. The affirmative vote of the
holders of the majority of the outstanding common stock of either
corporation is required to approve major corporate transactions
including mergers and consolidations. Both corporations utilize
a three year classification of terms of office for their
respective Boards of Directors. The members of the Boards serve
for a term of three years so that only one-third of the members
is elected in any one year. However, Vandalia has taken steps to
eliminate the three year term which would be phased in through
1999. The shareholders of both corporations have the right to
dissent from certain corporate transactions and to elect
dissenters' rights or appraisal rights. See "Proposed Merger -
Appraisal Rights of Dissenting Shareholders".

(i) Differences in Rights:

There are, however, a number of differences between the
rights of Vandalia shareholders and Wesbanco shareholders. For
example, Wesbanco's Bylaws require that shareholders who intend
to nominate candidates for election to the Board of Directors
must give written notice of such intent at least 30 days prior to
the date of any shareholders meeting called for such purpose.
Vandalia's Bylaws require 90 days prior written notice of
shareholder nominations for directors.

The Directors of both corporations are elected for staggered
terms of three years, with no more than one-third of the
Directors being elected in any one year. Wesbanco, however,
permits cumulative voting in the election of Directors. Vandalia
does not permit cumulative voting. Furthermore, Wesbanco's
Articles of Incorporation contain certain "super majority
provisions". These provisions provide that the affirmative vote
of the holders of not less than 75% of the outstanding shares of
the voting stock of the corporation will be required to amend or
repeal the Articles of Incorporation provision dealing with the
classification of the Directors into three separate classes, each
to serve for staggered terms of three years. Vandalia's Articles
of Incorporation require only a majority vote of the shareholders
to elect the directors of the corporation and to amend the
Articles of Incorporation.

In addition, Wesbanco may issue preferred stock without
approval of the stockholders which could affect the voting
rights, funds available for dividends, redemption rights,
conversion rights, or distribution of assets to the holders of
the common stock of Wesbanco. Vandalia has no class of preferred
stock.

Shareholders of Vandalia have preemptive rights to acquire
additional shares of Vandalia Common Stock in proportion to their
holdings in the event Vandalia issues additional shares.
Wesbanco shareholders do not have preemptive rights.
Additionally, the Board of Directors of Wesbanco is authorized to

issue additional shares of Wesbanco Common Stock and Preferred
Stock with such preferences, rights and privileges as the
Wesbanco Board shall determine.

As a Delaware corporation, Vandalia is subject to Section
203 of the DCL. Section 203 of the DCL ("Section 203") restricts
certain transactions between a corporation organized under
Delaware law (or its majority-owned subsidiaries) and any person
holder of 15% or more of the corporation's outstanding voting
stock, together with the affiliates or associates of such person
(an "Interested Stockholder").

Section 203 prevents, for a period of three years following
the date that a person becomes an Interested Stockholder, the
following types of transactions between the corporation and the
Interested Stockholder (unless certain conditions, described
below, are met): (a) mergers or consolidations, (b) sales,
leases, exchanges or other transfers of 10% or more of the
aggregate assets of the corporation, (c) issuances or transfers
by the corporation of any stock of the corporation which would
have the effect of increasing the Interested Stockholder's
proportionate share of the stock of any class or series of the
corporation, (d) any other transaction which has the effect of
increasing the proportionate share of the stock of any class or
series of the corporation which is owned by the Interested
Stockholder, and (e) receipt by the Interested Stockholder of the
benefit (except proportionately as a stockholder) of loans,
advances, guarantees, pledges or other financial benefits
provided by the corporation.

The three-year ban does not apply if either the proposed
transaction or the transaction by which the Interested
Stockholder became an Interested Stockholder is approved by the
Board of Directors of the corporation prior to the date such
stockholder becomes an Interested Stockholder. Additionally, an
Interested Stockholder may avoid the statutory restriction if,
upon the consummation of the transaction whereby such stockholder
becomes an Interested Stockholder, the stockholder owns at least
85% of the outstanding voting stock of the corporation without
regard to those shares owned by the corporation's officers and
directors or certain employee stock plans. Business combinations
are also permitted within the three-year period if approved by
the Board of Directors and authorized at an annual or special
meeting of shareholders by the holders of at least 66-2/3% of the
outstanding voting stock not owned by the Interested Stockholder.
In addition, any transaction is exempt from the statutory ban if
it is proposed at a time when the corporation has proposed, and a
majority of certain continuing directors of the corporation have
approved, a transaction with a party who is not an Interested
Stockholder of the corporation (or who becomes such with board
approval) if the proposed transaction involves (a) certain
mergers or consolidations involving the corporation, (b) a sale
or other transfer of over 50% of the aggregate assets of the
corporation, or (c) a tender or exchange offer for 50% or more of
the outstanding voting stock of the corporation.

A corporation may, at its option, exclude itself from the
coverage of Section 203 by amending its certificate of
incorporation or bylaws by action of its shareholders to exempt
itself from coverage, provided that such bylaw or charter
amendment shall not become effective until 12 months after the
date it is adopted. Vandalia has not adopted such a charter or
bylaw amendment. Wesbanco is not subject to such a similar
provision under West Virginia law.

Vandalia's Articles contain a provision that limits the
liability of its directors for breaches of their fiduciary duties
as directors to the fullest extent permitted by the DCL. As a
result, directors will not be liable, in certain circumstances,
to Vandalia or its stockholders for monetary damages arising from
a breach of their fiduciary duties as directors. Such limitation
does not, however, affect the liability of a director (i) for any
transaction from which the director derives an improper personal
benefit, (ii) for acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law,
(iii) for improper payment of dividends or redemption of shares,
or (iv) for any breach of the director's duty of loyalty to
Vandalia or its stockholders.

Vandalia's Articles and Bylaws contain provisions that any
director, officer, employee or agent of Vandalia, or any person
serving at Vandalia's request in such capacity with any other
entity, will be indemnified to the fullest extent permitted by
law for any judgments, fines or other amounts incurred by such
person in connection with claims arising against such person by
reason of the fact that such person is or was a director,
officer, employee or agent of Vandalia, or was serving at
Vandalia's request in such capacity with any other entity.

Wesbanco's Bylaws require the corporation to indemnify each
officer and director against all costs and expenses reasonably
incurred by such individual in connection with any proceeding to
which he may be made a party by reason of his position as a
director or officer, except in relation to matters as to which he
shall have been adjudged derelict in the performance of his
duties. West Virginia law permits the corporation to indemnify a
director or officer if the individual acted in good faith and in
a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and as to criminal matters, if
he had no reasonable cause to believe his conduct was unlawful.

(ii) Advantages of Wesbanco Anti-Takeover Provisions:

The provisions constitute defensive measures which are
designed in part, to discourage, and to insulate the corporation
against, hostile takeover efforts, which the Wesbanco Board might
determine are not in the best interests of Wesbanco and its
shareholders. The provisions are designed as reasonable
precautions to protect against, and to assure the opportunity to
assess and evaluate such confrontations.

(iii) Disadvantages of Wesbanco Anti-Takeover Provisions:

The classification of the Board makes it more difficult to
change Directors since they are elected for terms of three years
rather than one year, and at least two annual meetings instead of
one are required to change a majority of the Board. Furthermore,
due to the smaller number of Directors to be elected at each
annual meeting, holders of a minority of the voting stock may be
in a less favorable position to elect Directors through the use
of cumulative voting. The super majority provision makes it more
difficult for shareholders to effect changes in the
classification of Directors. The ability of the Board of
Directors to issue additional shares of common and preferred
stock also permits the Board to authorize issuances of stock
which may be dilutive and, in the case of preferred stock, which
may affect the substantive rights of shareholders without

requiring an additional shareholder vote. Collectively, the
provisions may be beneficial to management in a hostile takeover
attempt, making it more difficult to effect changes, and at the
same time, adversely affecting shareholders who might wish to
participate in such a takeover attempt.

The foregoing identification of certain specific differences
between the rights of Wesbanco and Vandalia shareholders is not
intended to indicate that other equally or more significant
differences do not exist. This summary is qualified in its
entirety by reference to the West Virginia Corporations Act, the
General Corporation Laws of the State of Delaware, and the
articles and bylaws of Vandalia and Wesbanco referred to above.

PRO FORMA DATA
Certain Information about the Unaudited
Pro Forma Combined Financial Data
Notes to Pro Forma Financial Information

The following unaudited Pro Forma Consolidated
Balance Sheet as of June 30, 1996 gives the effects to the
acquisition of 100% of the outstanding shares of the Bank of
Weirton "Weirton", and the purchase of the net assets of
Vandalia National Corporation "Vandalia" by WesBanco, Inc.
The Pro Forma Consolidated Statements of Income were
prepared as if each transaction occurred on January 1 of the
periods presented and are for informational purposes only.
The pro forma information is based on the historical
financial statements of WesBanco, Weirton, and Vandalia.
These pro forma statements may not be indicative of the
results that actually would have occurred if the acquisition
had been in effect on the dates indicated or which may be
obtained in the future. Minor differences may result from
rounding. The pro forma financial information should be
read in conjunction with the other financial information
presented herein, incorporated by reference and with the
separate historical and supplemental financial statements,
including the notes thereto, of each institution. Expenses
relating to the acquisition of Vandalia are estimated within
a range of $125,000 to $150,000.

The combined financial statements reflect an earlier
transaction between WesBanco and Weirton. On February 9,
1996, WesBanco, Inc. announced the Definitive Agreement and
Plan of Merger providing for the merger of Weirton into
WesBanco Bank Wheeling, a wholly-owned subsidiary of
WesBanco. Under the terms of the Definitive Agreement and
Plan of Merger, WesBanco will exchange 130 shares of
WesBanco common stock for each share of Weirton's common
stock outstanding in a tax free exchange. The merger, which
was accounted for under the pooling of interests method
of accounting, was valued at approximately $45,600,000, based
on a market price of $27.00 per share of WesBanco common
stock. Approval of the merger was granted by the
appropriate regulatory authorities and the shareholders of
Bank of Weirton. The merger was consummated on August 30, 1996.

On May 31,1996, WesBanco announced the execution of an Agreement
and Plan of Reorganization to purchase the net assets of
Universal Mortgage Company "Universal." The Universal
acquisition was accounted for under the purchase method
of accounting. The final purchase price will fluctuate
based upon the net equity of Universal as of the closing
date, with a minimum value of $800,000. The purchase price
was paid in the form of WesBanco common stock issued
from Treasury shares. Pro forma financial statements for
Universal have not been presented in this prospectus since
the corporation had net assets of approximately $297,000 and
net income of approximately $11,000 as of December 31, 1995,
both of which are less than 1% of WesBanco's net assets and
net income. The transaction was consummated on August 20, 1996.

The Vandalia acquisition will be accounted for under
the purchase method of accounting. Under the terms of the
transaction, Vandalia shareholders will have the option to
elect cash in the amount of $34.34 per share, or to elect
WesBanco common stock at an exchange ratio of 1.2718 shares
for each share of Vandalia common stock. In addition
approximately 32,764 outstanding warrants will be
purchased for approximately $601,000 in cash. The total
transaction value approximates $10,319,000. To complete the
acquisition, WesBanco anticipates issuing up to 359,912 shares
of common stock from treasury, with approximately 200,000 of
these shares being acquired in the the market place. The total
number of shares to be purchased is dependent upon the number
of Vandailia shareholders will receive stock in exchange verses
those who elect cash. The acquisition of these shares, which will
be acquired over a time period from approximately October 1, 1996
through January 15, 1996 was approved by the WesBanco Board of
Directors at the August 15, 1996 meeting. The following pro forma
financial information assumes all Vandalia stockholders will elect
to receive WesBanco shares.

WESBANCO, INC.
PRO FORMA COMBINED BALANCE SHEET
June 30, 1996
[In thousands, except for book value per share]
[Unaudited]

WesBanco & Note 1 WesBanco Inc.
Bank of Weirton Vandalia Adjustments Proforma
Combined National Corp. Dr Cr Combined
-----------------------------------------------------------------------
ASSETS

A $3,990
Cash and due from banks $51,295 $1,236 K $3,949 B 601 $51,889
Due from banks -
interest bearing 297 1127 1,424
Federal funds sold 24,400 24,400
Securities available G 14 D 214
for sale 200,093 8,005 K 3,949 203,949
Securities held to
maturity 315,149 850 315,999
Investment in subsidiary 0 B 10,319 C 10,319 0
Loans held for sale 0 0
Loans 937,348 45,642 H 15 E 133 982,872
Less: valuation reserve (14,047) (684) (14,731)
-------------------------------------------------------------------------
Net loans 923,301 44,958 15 133 968,141
Bank premises and
equipment 29,201 1,217 30,418
C 6,066
E 133
Goodwill and D 214 J 213
other intangibles 0 F 82 P 106 6,176
Q 12
Other assets 31,693 866 P 139 L 80 32,606
-------------------------------------------------------------------------
TOTAL ASSETS $1,575,429 $58,259 $20,931 $19,617 $1,635,002
=========================================================================
LIABILITIES
Deposits:
Non interest bearing $136,552 $6,884 $143,436
Interest bearing 1,126,022 46,326 I $10 F $82 1,172,420
---------------------------------------------------------------------------
Total deposits 1,262,574 53,210 10 82 1,315,856

Liabilities for
borrowed money 87,767 $550 88,317
Q 4
Other liabilities 15,200 246 M 32 P 33 15,443
---------------------------------------------------------------------------
TOTAL LIABILITIES 1,365,541 54,006 46 115 1,419,616

SHAREHOLDERS' EQUITY
Preferred stock 0 0 0
Common stock 21,608 283 C 283 21,608
B 31
Capital surplus 31,237 4,143 C 4,143 31,206
N 230
Retained Earnings 164,419 2 C 2 164,189
Treasury stock (5,759) A 3,990 B 9,749 0
Net unrealized
losses on available-
for-sale securities (1,617) (175) C 175 (1,617)
----------------------------------------------------------------------------
TOTAL SHAREHOLDERS'
EQUITY 209,888 4,253 8,679 9,924 215,386
---------------------------------------------------------------------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $1,575,429 $58,259 $8,725 $10,039 $1,635,002
============================================================================

Book value per share $20.66 $20.47
========== ===========

See notes to Proforma Combined Financial Information

WESBANCO INC.
PRO FORMA COMBINED STATEMENT OF INCOME
For the Six Months Ended June 30, 1996
(In Thousands, except for share and per share amounts)
(Unaudited)

WesBanco & Note 1 WesBanco Inc.
Bank of Weirton Vandalia Adjustments Proforma
Combined National Corp. Dr Cr Combined
----------------------------------------------------------------

INTEREST INCOME
Interest and fees
on loans $39,362 $2,159 H $15 $41,536
Interest on investment
securities 14,854 269 L 80 G $14 15,057
Interest on federal
funds sold 964 30 994
-----------------------------------------------------------------------
Total interest income 55,180 2,458 80 29 57,587

INTEREST EXPENSE
Interest on deposits 21,795 1,156 I 10 22,941
Interest on other
borrowings 1,769 24 1,793
-----------------------------------------------------------------------
Total interest expense 23,564 1,180 0 10 24,734
-----------------------------------------------------------------------

NET INTEREST INCOME 31,616 1,278 80 39 32,853
Provision for possible
loan losses 1,550 345 1,895
-----------------------------------------------------------------------
NET INTEREST INCOME
AFTER PROVISION FOR
POSSIBLE LOAN LOSSES 30,066 933 80 39 30,958

OTHER INCOME
Trust fees 2,835 0 2,835
Service charges and
other income 3,022 190 3,212
Net securities
transaction gains 116 (3) 113
-----------------------------------------------------------------------
Total other income 5,973 187 0 0 6,160

OTHER EXPENSE
Salaries, wages, and
fringe benefits 11,331 528 11,859
Premises and
equipment - net 2,952 183 3,135
Goodwill amortization 0 0 J 213 213
Other operating 6,330 319 6,649
-----------------------------------------------------------------------
Total other expense 20,613 1,030 213 0 21,856
-----------------------------------------------------------------------

Income before income
taxes 15,426 90 293 39 15,262

Income tax provision
(benefit) 4,506 (10) Q 8 M 32 4,472
-----------------------------------------------------------------------

Net Income $10,920 $100 $301 $71 $10,790
=======================================================================

Earnings Per Share $1.07 $1.05
Average Shares
Outstanding 10,165,199 10,525,111

See Notes to Proforma Combined Financial Information

WESBANCO INC.
PRO FORMA COMBINED STATEMENT OF INCOME
For the Year Ended December 31, 1995
(In Thousands, except for share and per share amounts)
(Unaudited)

WesBanco & Vandalia Note 1 Wesbanco
Bank of Weirton National Adjustments Proforma
Combined Corp. Dr Cr Combined
-----------------------------------------------------

INTEREST INCOME
Interest and fees
on loans $74,452 $4,074 H $45 $78,481
Interest on invest-
ment securities 31,138 818 L 161 G $37 31,832
Interest on federal
funds sold 2,492 0 2,492
------------------------------------------------------
Total interest income 108,082 4,892 206 37 112,805

INTEREST EXPENSE
Interest on deposits 43,402 2,310 I 58 45,654
Interest on other
borrowings 3,168 77 3,245
------------------------------------------------------
Total interest expense 46,570 2,387 0 58 48,899
------------------------------------------------------

NET INTEREST INCOME 61,512 2,505 206 95 63,906

Provision for possible
loan losses 2,788 123 2,911
------------------------------------------------------

NET INTEREST INCOME AFTER
PROVISION FOR POSSIBLE
LOAN LOSSES 58,724 2,382 206 95 60,995

OTHER INCOME
Trust fees 4,716 0 4,716
Service charges and
other income 6,214 307 6,521
Net securities
transaction gains 437 (28) 409
------------------------------------------------------
Total other income 11,367 279 0 0 11,646

OTHER EXPENSE
Salaries, wages, and
fringe benefits 23,117 1,072 24,189
Premises and equipment-net 5,133 408 5,541
Goodwill amortization 0 0 J 426 426
Other operating 13,881 682 14,563
------------------------------------------------------
Total other expense 42,131 2,162 426 0 44,719
------------------------------------------------------
Income before income taxes 27,960 499 632 95 27,922
Provision for income taxes 7,656 155 Q 16 M 65 7,762
------------------------------------------------------

Net Income $20,304 $344 $648 $160 $20,160
======================================================
Earnings Per Share $1.98 $1.94
Preferred Stock Dividends
and Discount Accretion 164 164
Average Shares Outstanding 10,160,328 10,520,240

See Notes to Proforma Combined Financial Information

WESBANCO, INC.
NOTES TO PRO FORMA COMBINED
Financial Information
(Unaudited)

NOTE 1

The following represents the estimated pro forma and purchase accounting
adjustments related to the acquisition of the net assets of Vandalia National
Corporation. Under the purchase method of accounting, the acquiring company
records the net assets received at their fair value at the time of the
business combination. Excess of the cost over the fair value of the
net assets acquired is allocated to goodwill and amortized over a period of
fifteen years. These statements and purchase accounting adjustments are
primarily estimates and are not intended to reflect the final valuations at
the effective date of the acquisition.

(A) To record the purchase of treasury stock for use in the acquisition
of Vandalia National Corporation.

(B) To record investment in Vandalia National Corporation through the
issuance of treasury stock valued at $9,718,000 and cash of $601,000 to
acquire 32,764 warrants outstanding.

(C) Reflects the entries to eliminate the shareholders equity on Vandalia
National Corporation's books and reflects the excess over purchase price of
assets acquired of Vandalia (goodwill), before the effects of the purchase
accounting adjustments.

(D) Reflects the estimated market valuation adjustment of Vandalia's
securities held to maturity.

(E) Reflects the estimated market valuation adjustment of Vandalia's
loan portfolio.

(F) Reflects the estimated market valuation adjustment of Vandalia's
interest bearing deposits.

(G) Reflects the current period accretion of Vandalia's market value
adjustments of U.S. and agency securities over the estimated remaining
life using the straight line method.

(H) Reflects the current period accretion for the six months ended June 30,
1996 and amortization for the year ended December 31, 1995, of Vandalia's
estimated market value adjustments of loans over the estimated remaining
life using the straight line method.

(I) Reflects the current period amortization of Vandalia's estimated market
value adjustments of deposits over the estimated remaining life using the
straight line method.

(J) Reflects the amortization of Vandalia goodwill over a period of 15 years.

(K) Reflects the sale of available for sale securities to maintain a level of
cash in WesBanco to complete the transaction. No gain or loss
was recognized on the sale of available for sale securities.

(L) Reflects the reduction in interest income due to the sale of securities
using a 4.04% average yield, the average yield of the portfolio.

(M) Reflects Federal & State tax adjustment for the reduction in interest
income (L) at a 40% rate.

(N) Reflects the change in net income caused by the proforma and purchase
accounting adjustments.

WESBANCO, INC.
NOTES TO PRO FORMA COMBINED
Financial Information (continued)
(Unaudited)

(P) Reflects the net deferred tax adjustments at a tax rate of 40% (combined
Federal & State tax rate)for the purchase adjustments.

(Q) Reflects the net amortization of the deferred tax adjustments at a tax
rate of 40% for the purchase accounting adjustments.

NOTE 2

Under the purchase method of accounting, Vandalia's assets and liabilities
will be adjusted to their fair value. The estimated fair value
adjustments included in the proforma financial statements have been
determined by WesBanco based upon information available. WesBanco cannot
be sure that such estimated fair values represent the fair values that will
ultimately result when the proposed transaction is consummated. The actual
valuation will depend upon the composition of the assets and liabilities,
the weighted average remaining life, the weighted average interest rate and
the general level of interest rates in the market at the time of purchase.
The following is a summary of the consideration received by Vandalia
shareholders from WesBanco and the pro forma adjustments made with respect
to estimated fair values. Vandalia stockholders have the option to elect
cash, stock, or a combination of the same. This summary makes the
assumption that the stockholders of Vandalia would elect all stock. (Dollars
in thousands).

SUMMARY OF CONSIDERATION:
100% of Vandalia's common stock outstanding 282,994
Exchange ratio 1.2718
--------
WesBanco common shares to be exchanged 359,912
Value of Wesbanco stock $27.00
--------
Consideration $ 9,718
Cash given for outstanding warrants 601
--------
TOTAL CONSIDERATION $10,319
========

INFORMATION WITH RESPECT TO WESBANCO

History

Wesbanco is a multi-bank holding company chartered under the
laws of the State of West Virginia. As of July 1, 1996, Wesbanco
had six banking affiliates located in Wheeling, Parkersburg,
Charleston, Fairmont and Kingwood in West Virginia and
Barnesville, Ohio. On a consolidated historical basis, as of
June 30, 1996, Wesbanco and Bank of Weirton combined had total
assets of $1,575,429,000, net loans of $923,301,000 deposits of
$1,262,574,000 and shareholders equity of $209,888,000. As of
June 30, 1996, Wesbanco had approximately 4,058 shareholders, and
10,159,574 shares of common stock outstanding. Wesbanco has no
preferred stock issued and outstanding.

Wesbanco had been inactive since its incorporation in 1968,
but was activated on December 31, 1976, and exchanged its common
stock on a share for share basis with the former holders of
common stock of Wheeling Dollar Savings & Trust Co. During 1984,
Wesbanco acquired three financial institutions with combined
assets approximating $57,000,000 as of December 31, 1984. During
1985, Wesbanco acquired one financial institution with assets as
of December 31, 1985, of approximately $41,000,000 and merged
Wheeling Dollar Savings & Trust Co. with the Citizens National
Bank of Follansbee, which was one of the banks acquired in 1984.
The name of the resulting institution was changed to Wheeling
Dollar Bank. During 1987, Wesbanco acquired four financial
institutions with combined assets of approximately $215,567,000.
During 1988, Wesbanco acquired one financial institution with
assets as of the date of acquisition of approximately
$68,280,000. During 1991 Wesbanco acquired one financial
institution with assets as of the date of acquisition of
approximately $95,510,000. During 1992, Wesbanco acquired two
financial institutions, one with assets of approximately
$144,849,000 in assets, and one of approximately $18,127,000 in
assets, as of the dates of acquisition. During 1994, Wesbanco
acquired four banks, all affiliates of First Fidelity Bancorp,
Inc. with approximate total assets of $309,911,000. On August 30,
1996, Wesbanco acquired the Bank of Weirton with approximate
total assets of $178,789,000. See, "Recent Acquisitions" and
"Pro Forma Data." Effective July 1, 1991, Wesbanco changed the
name of its affiliate banks to Wesbanco Bank plus the name of the
location of the Bank. Banks which have been acquired subsequent
to that date have likewise changed their names.

Wesbanco is a decentralized banking operation, with
affiliates acting autonomously in day to day decisions. The
principal role of the holding company is to provide management,
leadership and access to specialized staff resources in areas
such as: asset/liability management, regulations, lending
policies, data processing, accounting, investment and budgeting.

Dividends received from affiliates are Wesbanco's major
source of income. Dividend payments by the banking affiliates
depend primarily on their earnings and are limited by various
regulatory restrictions. On June 30, 1996, the affiliates,
without prior approval from the regulators, could have
distributed dividends of approximately $4,689,000. Wesbanco has
not issued debt securities as a source of funding for the assets
of the affiliate banks.

Wesbanco has reported to its stockholders that it may engage
in other activities of a financial nature authorized by the Board
of Governors of the Federal Reserve System either directly
through a subsidiary or through acquisition of established
companies, though no specific proposals are underway. As of June
30, 1996, neither the parent corporation nor any of the
subsidiaries were engaged in any operation in foreign countries
and have had no material transactions with customers in foreign
countries.

Recent Acquisitions

Wesbanco entered into an Agreement and Plan of
Reorganization dated May 30, 1996 (the "Reorganization
Agreement") with Universal Mortgage Company ("Universal")
pursuant to which a wholly-owned subsidiary of Wesbanco (Wesbanco
Mortgage Company) acquired the assets, goodwill and business of
Universal in exchange for Wesbanco Common Stock and assumed
certain liabilities of Universal. A total of 30,089 shares of
Wesbanco Common Stock were issued at closing which occurred on
August 20, 1996. The number of shares issued to Universal was
determined by dividing the closing price of Wesbanco Common Stock
(average for last ten business days prior to closing, or $26.5875
per share) into $800,000, plus the net book value of Universal in
excess of $250,000. The calculation of the net book value in
excess of $250,000 will be made based on audited financial
statements which are to be delivered within 45 days of closing.
It is anticipated that no more than 2,000 additional shares will
be issued.

Ernest F. Fragale, the Chief Executive Officer and sole
shareholder of Universal, as a part of the transaction, entered
into an Employment Agreement with Wesbanco and its mortgage
company subsidiary. The Reorganization Agreement provided
customary representations and warranties regarding the operations
of Universal and the accuracy and completeness of those
representations were a condition to the closing by Wesbanco. In
addition to other customary conditions to the closing, and a
further review of the business of Universal by Wesbanco, the
transaction was conditioned upon approval by the Federal Reserve
Board. Application for such approval was filed on June 18, 1996,
and the approval of the Federal Reserve Board was issued on July
18, 1996.

Universal was a home loan mortgage lender with business
operations in Bridgeport, South Charleston, Huntington and
Elkins, West Virginia. Universal specialized in single-family
mortgage loans and offered Veterans Administration and Federal
Housing Administration home loans, as well as home buyer loans
facilitated through the West Virginia Housing Development Fund
which provides assistance for low to moderate income families.

For the calendar years ended December 31, 1995 and 1994,
Universal reported income (before income taxes) of $10,784 and
$71,067, respectively. Revenues for Universal (arising
principally from interest and fee income on loans originated by
Universal) amounted to $895,960 for 1995 and $1,183,460 for 1994,
respectively. The year-end audited financial statements of
Universal at December 31, 1995, reflected a net book value for
Universal of approximately $296,686.

In addition, under the terms of the Reorganization
Agreement, Mr. Fragale was elected as a director of Wesbanco.
Mr. Fragale is age 49 and has served as the President and chief
executive officer of Universal Mortgage Company since August,
1992. Mr. Fragale was formerly an executive officer with
Reliable Mortgage Company. Mr. Fragale owns 30,089 shares of
Wesbanco Common Stock.

The Pro Forma Data included above in this Proxy
Statement/Prospectus does not reflect financial information for
the transaction with Universal as the operations and financial
information for Universal were immaterial to that presentation.
The acquisition of Universal's assets by Wesbanco was accounted
for as a purchase.

On August 30, 1996, Wesbanco completed the acquisition of
Bank of Weirton by means of a statutory merger with and into
Wesbanco Bank Wheeling. Bank of Weirton had total assets of
approximately $178,789,000, total equity of approximately
$37,586,000 and net income of $1,032,000 as of June 30, 1996.

Bank of Weirton was a state banking corporation with its
principal office located at 333 Penco Road, Weirton, West
Virginia. The bank also operated a branch facility in downtown
Weirton at 3425 Main Street. Both locations are full service
banking operations with drive-in facilities and are continuing to
be operated by Wesbanco subsequent to the merger.

Under the terms of the merger, Wesbanco issued 1,690,000
shares of Wesbanco Common Stock in exchange for the 13,000 shares
of Weirton Common Stock outstanding at the time of the
transaction. In addition, Wesbanco elected to the Board of
Directors of Wesbanco R. Peterson Chalfant and George M. Molnar.
R. Peterson Chalfant, a former director of the Bank of Weirton
who is age 55, is a lawyer and partner in the law firm of
Chalfant, Henderson & Dondzila located in Steubenville, Ohio. R.
Peterson Chalfant is the owner of 4,550 shares of Wesbanco Common
Stock individually. In addition, Mr. Chalfant's father, Clyde
Chalfant is the owner of 91,000 shares and his mother, Mary
Peterson Chalfant, is the owner of 135,200 shares of Wesbanco
Common Stock. George M. Molnar was the President and CEO of Bank
of Weirton and has served in that capacity for a number of years.
Mr. Molnar is age 70 and will continue as the President of the
Weirton office of Wesbanco Bank Wheeling. Mr. Molnar owns 52,000
shares of Wesbanco Common Stock and Mr. Molnar's wife, Margaret
A. Molnar, owns an additional 13,000 shares.

Future Acquisitions

Wesbanco continues to foster discussion with respect to
additional acquisitions of banks, thrifts and thrift and bank
holding companies. The tentative nature of such discussions,
however, makes it impossible to predict the number or size of any
future acquisitions.

Operations

Wesbanco, through its subsidiaries, conducts a general
banking, commercial and trust business. Its full service banks
offer, among other things, retail banking services, such as
demand, savings and time deposits; commercial, mortgage and
consumer installment loans; credit card services through VISA and
MasterCard; personal and corporate trust services; discount
brokerage services; and travel services. Most affiliates are
participating in or will be participating in local partnerships

which operate banking machines in those local regions under the
name of MAC. The banking machines are linked to CIRRUS, a
nationwide banking network.

The principal operations of Wesbanco are conducted at the
main offices of Wesbanco and Wesbanco Bank Wheeling located at
Bank Plaza, Wheeling, West Virginia. This facility was
constructed in 1976, and consists of a modern eight story glass
enclosed commercial building with a main lobby for banking
operations and an integral four-lane drive-in facility with
additional space for customer parking. The structure provides
office space for Wesbanco and Wesbanco Bank Wheeling.

Wesbanco Bank Wheeling (formerly Wheeling Dollar Bank), a
state banking corporation is the largest banking subsidiary of
Wesbanco and represents approximately 49.2% of the consolidated
assets and 48.8% of the consolidated net income as of June 30,
1996. It is a full service bank offering a wide range of
services to consumers, businesses and government bodies,
including but not limited to, checking and savings accounts,
certificates of deposit, consumer loans, mortgage loans,
commercial loans, personal and corporate trusts, data processing
and other banking services. The bank has approximately 409 full-
time equivalent employees. The bank's Trust Department is one
of the largest in the State of West Virginia and offers a wide
range of services as Executor, Trustee, Guardian and Agent. It
serves as Transfer Agent and Registrar for corporations and
performs fiduciary services for municipalities. Total market
value of assets under management in the Trust Department was
approximately $1.4 billion as of June 30, 1996. The Bank also
operates fourteen branch offices, five of which are located in
Wheeling, two of which are located in Follansbee, two in New
Martinsville, one in Pine Grove, one in Sistersville, one in
Wellsburg and two in Weirton, West Virginia. All branch offices
of the bank also operate drive-in facilities.

Wesbanco Bank South Hills (formerly South Hills Bank) is a
state banking corporation located in Charleston, West Virginia.
The bank also provides general banking services similar to the
services provided by Wesbanco Bank Wheeling. The bank operates a
drive-in facility which is located at its main banking facility
and a full service facility with drive-in lanes in Sissonville.
As of June 30, 1996, the bank had total assets of approximately
$96,088,000, deposits of approximately $82,326,000 and 40 full
time equivalent employees.

Wesbanco Bank Parkersburg (formerly Mountain State Bank) is
also a state banking corporation located in Parkersburg, West
Virginia. The bank also provides general banking and trust
services similar to the services provided by Wesbanco Bank
Wheeling. The bank also operates a drive-in facility which is
located at its main banking facility and two full service
branches which are located at Mineral Wells and Elizabeth, West
Virginia. As of June 30, 1996, the bank had approximately
$116,403,000 in assets, $101,070,000 in deposits, and 66 full
time equivalent employees.

Wesbanco Bank Kingwood is a West Virginia banking
corporation located in Kingwood, West Virginia. The bank also
provides general banking and trust services similar to the
services provided by Wesbanco Bank Wheeling. The bank operates
two full service branch offices at Masontown and Bruceton Mills,

West Virginia. As of June 30, 1996, the bank had approximately
$104,547,000 in assets and, $89,766,000 in deposits, and 51 full
time employees.

Wesbanco Bank Barnesville is an Ohio banking corporation
located in Barnesville, Ohio, the bank also provides general
banking and trust services similar to the services provided by
Wesbanco Bank Wheeling. The bank operates out of its principal
office located at 101 E. Main Street, Barnesville, Ohio, and also
operates branch facilities in Beallsville, Bethesda and
Woodsfield, Ohio. As of June 30, 1996, the bank had
approximately $140,659,000 in assets and $120,180,000 in
deposits, and 59 full time employees.

Wesbanco Bank Fairmont is a West Virginia banking
corporation located in Fairmont, West Virginia. The bank also
provides general banking and trust services. The bank operates
out of its principal office located at 301 Adams Street,
Fairmont, West Virginia, and also operates eleven branch offices
in Monongalia, Marion and Harrison Counties, in West Virginia.
As of June 30, 1996, the bank had approximately $313,236,000 in
assets and $255,510,000 in deposits and 184 full-time employees.

Competition

The 1980's was a period of significant legislative change in
West Virginia for banks and bank holding companies. Prior to
1982, West Virginia was a unit banking State and prohibited multi-
bank holding companies and branch banking. As a result of
legislation enacted in 1982, banks were permitted to establish a
limited number of branches by purchase, merger or consolidation
with another banking institution and to establish an additional
branch by the construction, lease or acquisition of branch
facilities in the unbanked areas within the county of its
principal office. In 1984, legislation further eased these
restriction by removing the "unbanked area" limitation on county
wide branching effective June 7, 1984, and by providing for the
phased implementation of branch banking throughout the State
beginning in 1987, with unlimited branch banking after 1991.

As a result of legislation adopted in the 1986 session of
the Legislature, West Virginia further eased or eliminated
restrictions on branch banking and joined the growing number of
states that permit interstate acquisitions of banks and bank
holding companies on a reciprocal basis. Specifically, the
legislation permits West Virginia bank holding companies to
acquire banks and bank holding companies in other states and out-
of-state bank holding companies to acquire West Virginia banks or
bank holding companies on a reciprocal basis; however, the entry
by out-of-state bank holding companies is permitted only by the
acquisition of an existing institution which has operated in West
Virginia for two years prior to acquisition. Similar provisions
were enacted to allow reciprocal interstate acquisitions by
thrift institutions such as savings and loan holding companies,
savings and loan associations, savings banks, and building and
loan associations.

The legislation also accelerated the effective date of state-
wide unlimited branch banking from 1991 to January 1, 1987.
Under the legislation, interstate banking activities were delayed
until January 1, 1988, in order to permit West Virginia
institutions one year to branch and make other acquisitions state-

wide before the advent of interstate banking. The legislation
does not permit the chartering and formation of de novo banks in
West Virginia by out-of-state bank holding companies nor does it
permit West Virginia banks to establish branch banks across state
lines (either de novo or by formation or merger).

The BHC Act was amended by the interstate banking provisions
of the Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994 (the "Interstate Banking Act"), which became
effective on September 29, 1995. The Interstate Banking Act
repealed the prior statutory restrictions on interstate
acquisitions of banks by bank holding companies, such that
Wesbanco and any other bank holding company located in West
Virginia or another state may now acquire a bank located in any
other state, and any bank holding company located outside West
Virginia may lawfully acquire any West Virginia-based bank,
regardless of state law to the contrary subject to certain
deposit-percentage, aging requirements, and other restrictions.
The Interstate Banking Act also generally provides that, after
June 1, 1997, national and state-chartered banks may branch
interstate through acquisitions of banks in other states. By
adopting legislation prior to that date, a state has the ability
either to "opt in" and accelerate the date after which interstate
branching is permissible or "opt out" and prohibit interstate
branching altogether.

West Virginia adopted comprehensive legislation on this
issue in 1996 with Senate Bill 280, signed by the Governor on
April 1, 1996, and went into effect ninety (90) days from
passage. The Bill conforms the interstate provisions of state
law with the mandatory requirements of the Interstate Banking
Act. Senate Bill 280 provides the full range of additional
interstate branching opportunities permitted by the Interstate
Banking Act, including de novo branching and interstate branch
acquisitions. The interstate branching sections of the Bill were
effective May 31, 1996. In addition, Senate Bill 280 revises
elements of the law addressing the maximum level of insured
deposits which any affiliated group may control within West
Virginia. The new language defines the deposits included in the
calculation and precludes an acquisition transaction which would
result in the control of 25% or greater of such deposits.

Each bank faces strong competition for local business in its
respective market areas. Competition exists in efforts to obtain
new deposits, in the scope and types of services offered, and the
interest rates paid on time deposit and charged on loans, and in
other aspects of banking. Banks encounter substantial
competition not only from other commercial banks but also from
other financial institutions. Savings banks, savings and loan
associations, and credit unions actively compete for deposits.
Such institutions, as well as consumer finance companies,
brokerage firms, insurance companies and other enterprises, are
important competitors for various types of business. In
addition, personal and corporate trust services and investment
counseling services are offered by insurance companies,
investment counseling firms and other business firms and
individuals.

Principal Shareholders

To the best of management's knowledge, the Trust Department
of Wesbanco Bank Wheeling, Bank Plaza, Wheeling, West Virginia,
26003, is the only holder or beneficial owner of more than 5% of
the common stock of the Corporation. As of November ___, 1996,

______ shares of the common stock of the Corporation,
representing 8.97% of the shares outstanding, were held in
various capacities in the Trust Department. Of these shares, the
Bank does not have voting control of 212,874 shares, representing
2.08% of the shares outstanding, has partial voting control of
29,707 shares, representing 0.29% of the shares outstanding, and
sole voting control of 673,826 shares, representing 6.59% of the
shares outstanding. In accordance with its general practice,
shares of the common stock of the Corporation over which the Bank
has sole voting control will be voted in accordance with the
recommendations of management. Shares over which the Bank has
partial voting control will be similarly voted if the Bank has
the concurrence of the co-fiduciary or co-fiduciaries.

The following table lists each stockholder known to Wesbanco
to be the beneficial owner of more than 5% of Wesbanco's common
stock as of August 30, 1996, as more fully described above:

Name &
Address of Amount and Nature
Title Beneficial of Beneficial Percent
Class Owner Ownership of Class
- ------ -------------------- ------------------- ---------
Common Wesbanco Bank
Wheeling Trust Dept.
Bank Plaza
Wheeling, WV 26003 916,407* 8.97%

*Nature of beneficial ownership more fully described in text
immediately preceding table.

Holders of Wesbanco Common Stock will not experience a
change in the number of Wesbanco shares held by them as a result
of the Merger; however, their percentage ownership will decrease.
Based on stock ownership as of November __ 1996, and assuming a
total of __________ shares of Wesbanco Common Stock outstanding
immediately after the Merger, the Trust Department of Wesbanco
Bank Wheeling would own ____%, with sole voting and investment
power over ____%, and ____% with shared power. Directors and
Officers, as a group, would beneficially hold ____% or more of
the outstanding common stock of Wesbanco. For stock ownership of
Wesbanco Directors and Officers see the Wesbanco Proxy Statement
for the Annual Meeting of Shareholders for April 17, 1996,
incorporated herein by reference and delivered herewith. See
"Incorporation of Certain Documents by Reference."

Wesbanco KSOP

The Wesbanco Employee Stock Ownership and 401(k) Plan (the
"Plan") is a qualified non-contributory employee stock ownership
plan with a deferred savings plan feature under Section 401(k) of
the Internal Revenue Code. The employee stock ownership feature
of the Plan (the "ESOP") was adopted by the Corporation on
December 31, 1986, and subsequently amended and restated
effective January 1, 1996, to add 401(k) pre-tax savings features
(the "KSOP"). All employees of Wesbanco, together with all
employees of the subsidiary companies

which adopt the Plan, are
eligible to participate in the Plan upon completion of a year of
service and attaining age 21. All affiliate banks are
participants in the Plan, except for the two recent acquisitions,
which will be enrolled in the coming year. The Plan is
administered by a Committee appointed by the Board of Directors
of the Corporation.

No contributions are made to the ESOP portion of the Plan by
the employees. All contributions are made by the Corporation,
and the amount thereof is determined annually by the Board of
Directors of the Corporation. The Trustee of the ESOP Trust is
authorized to borrow funds upon terms and conditions not
inconsistent with Section 4975 of the Internal Revenue Code and
the regulations thereunder, for the purpose of purchasing stock
of the Corporation, from the Corporation or any shareholder. In
the event that such a loan is obtained, the employer
contributions must be made in an amount sufficient to amortize
the loan. Otherwise, employer contributions may be paid in the
form of cash or shares.

At the present time, the ESOP Trust holds 105,936 shares of
Wesbanco Common Stock. The ESOP Trustee has currently
outstanding $777,405 borrowed from an affiliated financial
institution. The loan originated in 1995 and is structured as a
revolving line of credit, and the unpaid balance is amortized
over a five-year period at an interest rate equal to the lender's
base rate. Wesbanco is required to make annual payments to
principal equal to 20% of the January 1st balance each year. Any
balance due at maturity will be paid in full or refinanced. The
ESOP Trustee pledged the shares of employer securities purchased
with the proceeds of the loan as security for the loan. Wesbanco
guaranteed the loan issuing a contribution commitment letter. As
such securities are allocated to the accounts of participating
employees, and the loan balance paid down, they will be released
by the secured party.

Employer securities purchased with the proceeds of the loan
are placed in a suspense account and released, prorata, from such
suspense account under a formula which considers the amount of
principal and interest paid for a given period over the amount of
principal and interest anticipated to be paid for that period and
all future periods. Shares released from the suspense account,
employer contributions, if any, and forfeitures are each
allocated, prorata, subject to limits imposed by the Code, to the
accounts of individual participants under a format which
considers the amount of the participant's compensation over the
aggregate compensation of all participants.

Participants become vested in their accounts upon
retirement, death or disability or upon completion of five years
of service from and after December 31, 1986, or, with respect to
affiliate banks, five years from the date of initial
participation. Distributions upon retirement, death or
disability are normally made in the form of substantially equal
annual installments over a period of 10 years commencing as soon
as practicable after such retirement, death or disability.
Distributions upon other separation from service are normally
made in the form of installments commencing upon the earlier of
the date the former employee attains age 65, his or her death, or
after a one year break in service. With the consent of the
Committee, distributions may be made in the form of a lump sum.
Participants may demand distributions in the form of whole shares
of employer securities. If demand is not timely made, however,
distributions may be made in cash.

The assets of the ESOP Trust will be invested and accounted
for primarily in shares of employer securities. However, from
time to time, the ESOP Trustee may hold assets in other forms,
either (i) as required for the proper administration of the ESOP
or (ii) as directed by participants as set forth in Section
401(a)(28) of the Code.

During the year 1995, Wesbanco contributed a total of
$350,012 to the ESOP on behalf of its employees.

The following table sets forth, with respect to those
persons named in the Compensation Table, and for all executive
officers as a group, the number of shares of the Corporation's
common stock allocated to such individuals during 1995:

Value of
Name Shares Allocated Allocated Shares
- ---------------- ---------------- ----------------
Edward M. George 181 $ 5,074
Paul M. Limbert 166 $ 4,670
Dennis P. Yaeger 166 $ 4,669
Frank R. Kerekes 96 $ 2,707
Jerome B. Schmitt 140 $ 3,922

Officers of the 1,615 $ 45,220
Corporation (17 persons)
as a group

The KSOP feature of the Plan permits participants to make
pre-tax elective contributions through payroll deductions in
increments of 1% of compensation up to a maximum of 15% of
compensation, subject to certain maximum dollar limitations
imposed by the Internal Revenue Code (i.e. for 1996 the maximum
amount is $9,500.00). The Corporation provides matching
contributions on a quarterly basis subject to certain
limitations. The Corporation's matching contribution is 50% of
the first 2% of compensation electively deferred, and 25% of the
next 2% of compensation electively deferred. No matching
contributions are made by the Corporation for elective deferrals
in excess of 4% of compensation.

Employees are 100% vested in all pre-tax elective deferrals,
or contributions, to the Plan and likewise are 100% vested in all
matching employer contributions. KSOP contributions are invested
by the employee selecting the percentage of contributions to be
invested among seven (7) different investment funds.

No contributions were made under the KSOP feature by the
Corporation for calendar year 1995.

Changes in West Virginia Taxes

West Virginia tax legislation, which was effective July 1,
1987, greatly changed the way banks and bank holding companies
are taxed by the State. As of July 1, 1987, the gross receipts-
based Business and Occupation ("B & O") Tax was repealed with
regard to banking institutions and most other entities engaging
in business in West Virginia. In place of the B & O Tax, the West
Virginia Legislature broadened the Corporation Net Income Tax
("CNIT") and enacted a new Business Franchise Tax.

The most significant state tax law change with respect to
banks is that, for taxable periods after July 1, 1987, banks must
pay CNIT. Banks and other financial institutions were exempt
from the CNIT for taxable periods prior to July 1, 1987. The
CNIT rate applied to West Virginia taxable income was increased
to 9.75% beginning July 1, 1987 (reduced by 0.15% annually for
five successive years until it reached 9% on July 1, 1992).

Also effective July 1, 1987, was the Business Franchise Tax,
imposed on the capital of partnerships and corporations which
currently is at a rate of 0.75%. The Business Franchise Tax
provides a mechanism for certain exclusions and credits, such as
excluding from taxable capital certain obligations of the United
States and the State of West Virginia and certain residential
mortgage loans.

Directors and Executive Officers

The information with respect to directors and executive
officers of Wesbanco is set forth in the Wesbanco Annual Proxy
Statement for the Annual Meeting of Shareholders held on April
17, 1996, and is incorporated herein by reference. See
"Incorporation of Certain Documents by Reference". Three
additional directors of Wesbanco have been elected to the Board
since the Annual Meeting. These directors include George M.
Molnar, R. Peterson Chalfant and Ernest S. Fragale. See "Recent
Acquisitions", above.

Executive Compensation

The information with respect to executive compensation is
set forth in the Wesbanco Annual Proxy Statement for the Annual
Meeting of Shareholders held on April 17, 1996, and is
incorporated herein by reference. See "Incorporation of Certain
Documents by Reference."

Certain Relationships and Related Transactions

The information with respect to certain relationships and
related transactions is set forth in the Wesbanco Annual Proxy
Statement for the Annual Meeting of Shareholders held on April
17, 1996, and is incorporated herein by reference. See
"Incorporation of Certain Documents by Reference".

INFORMATION WITH RESPECT TO
VANDALIA

History

Vandalia was chartered in October 1989 in Delaware, as a
bank holding company, and has one subsidiary, NBWV, which opened
its doors in November 1990. NBWV provides credit and depository
services to individuals and small to medium businesses throughout
its primary service area of Morgantown, West Virginia, and its
surrounding communities. NBWV places emphasis on anticipating
and responding to the financial needs of its target client base
through quality products and personal service.

NBWV has offered a full range of traditional banking
services from 1991 through the current date and has grown to a
total of $58,000,000 in assets at June 30, 1996. The two
original facilities with which it opened are still in service and
a third facility consisting of a full service branch was opened
in August 1994. The bank continues to gain market share, though
its rate of growth is more restrained than in the earlier years.
See "Selected Financial Information."

Profitability was reached in the 17th month of operation,
and the cumulative loss due to organization and operation was
recouped before the end of the 5th year of operation.

Banking Services

NBWV offers a full spectrum of traditional banking products
and services to include checking and savings accounts,
certificates of deposits, individual retirement accounts and
holiday and vacation club accounts. In addition, the bank has
linked with third party venders to provide discount brokerage
services and products utilizing electronic media for product
delivery. The ratio of non-interest bearing deposits to total
deposits is in the range of 12% of the total, with market
interest rates being offered to customers for time and savings
deposits.

The deposits of customers and the bank's capital are
invested in a portfolio of U. S. Treasury securities and U. S.
Government Agency securities in an amount sufficient to manage
liquidity requirements, with all funds in excess of those
requirements invested in loans. The bank's primary lending area
is Monongalia County and surrounding areas. The bank offers
consumer loans of all types for all traditional purposes, as well
as loans for the construction or purchase of housing. Loans are
available to small and mid-size businesses for all traditional
business purposes such as inventory, plant and equipment, real
estate acquisition, and the carrying of accounts receivable and
administration of contracts.

The bank emphasizes the flexibility of its customer service
and speed of response to loan requests as its competitive edge,
and targets its interest rates to the average of the market for
similar products. As of June 30, 1996, the bank had total assets
of $58,264,000, deposits of $46,448,000 and total loans of
$44,958,000. As of June 30, 1996, Vandalia and NBWV had total
employees of 39.

Competition

NBWV is the fifth largest of six banks in the local market.
In addition, there are two savings banks and a number of credit
unions present in the market, as well as insurance company
offices and brokerage offices which compete for the same deposit
customers and borrowers. The market is considered a competitive
one with a narrow margin for pricing variation. All of the
larger institutions in the market are multi-city companies with
resources much greater than NBWV has available. Consequently,
competitive advantage must be gained through speed and
responsiveness, and the flexibility of its products.

Economic Conditions

The local economy of Monongalia County has become very much
a service and professional market over the last several years.
Mining installation and glass factories have closed over the last
decade, and the primary development of employment gain in the
economy has been in the areas of higher education, health care,
state and federal government expansion, and the support business
and service business that surround those types of economic
development. The real estate market is quite active and
resilient, and is generally indicative of the unemployment rate
of 4-5% which is less than the national average and considerably
under the average for the state of West Virginia. Local
initiatives in making Morgantown a center for software
generation, healthcare delivery, and a retirement community have
begun to come to fruition, providing a vibrant economic growth in
many segments of the economy.

Properties of Vandalia

Neither Vandalia nor NBWV owns any real estate. NBWV leases
the buildings it occupies for banking facilities, and has
purchased leasehold improvements, fixtures and equipment with
respect thereto.

The main office of NBWV is located in a leased building at
344 High Street, Morgantown, West Virginia. This building is a
three story masonry building totaling 12,000 square feet. The
lease, dated January 8, 1990, currently in its first renewal
period, provides for a monthly rental of $3,500 until March 2000.
The lease further provides for two additional 5-year renewal
periods beginning March 2000 at a monthly rental of $3,750 until
March 2005, and $4,000 per month until March 2010. The lease
also grants the Bank the right of first refusal to purchase the
property, upon the same terms and conditions as any offer
received by the lessor from a third party. See "Certain
Relationships and Related Transactions" below.

NBWV's drive-through facility is located in downtown
Morgantown, West Virginia, and involves two parcels of real
estate. A lot at the corner of Spruce and Pleasant Streets is
leased under an agreement dated March 30, 1990, currently in its
first renewal period, requiring a monthly rental amount of $1,430
per month until March 2000. This lease allows for two additional
5-year renewal periods at the same monthly rental amount as
adjusted by the "Revised Consumers Price Index-Cities (1967 =
100)" through March 2010. The lease grants NBWV an option to
purchase the property for $83,200 during the term thereof. In
the event NBWV does

not elect to renew the lease and does not
exercise its right to purchase the property, it will be obligated
to pay the lessors liquidated damages in an amount equal to one
year's rent under the lease. The offices of the drive-through
facility are housed in a building at 229 Spruce Street and are
leased under an agreement, currently in its first renewal period,
dated March 30, 1990, requiring a monthly rental payment of $566.
This lease also allows for two additional 5-year renewal periods
at the same monthly rent as adjusted by the same index through
March 2010. The lease grants NBWV an option to purchase the
property for $120,000, increasing at a rate of 1% per year during
the term of the lease. See "Certain Relationships and Related
Transactions" below.

In August 1994 NBWV opened a full service branch office at
3051 University Avenue, in the Suncrest area of Morgantown, West
Virginia. NBWV constructed an approximately 3,600 square foot
facility, which includes a drive-in facility, on leased land.
The lease, dated August 9, 1993, requires a monthly rental amount
of $1,000 until June 1995, at which time the lease was renewed
for four 4-year renewal periods, with the monthly rental amount
to be adjusted every two years by the Consumer Price Index
(revised CPI-W 1967 = 100) through June 2011. The rent has been
adjusted to date to the amount of $1,055 per month. The lease
grants NBWV the right of first refusal to purchase the land, upon
the same terms and conditions as any offer accepted by the lessor
from a third party. NBWV also has a non-exclusive right of first
refusal to purchase the property that is contiguous to the branch
facility, upon the same terms and conditions as any offer
accepted by the lessor from a third party, through October 1998.
NBWV can extend such right for a second 5-year period through the
payment of a nominal fee.

Legal Proceedings

Vandalia is involved in routine legal proceedings occurring
in the ordinary course of business. In the opinion of
management, final disposition of these lawsuits will not have a
material adverse effect on the financial condition or results of
operations of Vandalia.

Principal Shareholders

The following table shows the number and percentage of
shares of Vandalia Common Stock beneficially owned as of August
30, 1996, by each person known by Vandalia to own beneficially
more than 5% of the outstanding shares of Vandalia Common Stock:

Pro Forma
Percent of
Name and Address of Number of Beneficially Percent Wesbanco
Beneficial Owner Owned Shares of Class Common Stock
- -------------------- ----------------------- -------- -------------
James H. Harless (1) 137,500(1) 48.59%(1) 1.71%
State Route 10
Drawer D
Gilbert, WV 25621

(1) Represents percentage of 282,994 shares issued and
outstanding as of August 30, 1996. It does not include the
5,625 warrants owned by Mr. Harless and exercisable for
Vandalia Common Stock.

Directors and Executive Officers of Vandalia

The following table sets forth the name and age of each
person who is currently a Director or Executive Officer of
Vandalia and the year during which such person's term on the
Board of Directors of Vandalia expires. Also set forth below is
certain information as of August 30, 1996, with respect to
Vandalia Common Stock beneficially owned by each Director and
Executive Officer and by Directors and Executive Officers of
Vandalia as a group. Except as indicated in the notes following
the table below, the beneficial owners have sole voting and
investment power with respect to the shares listed.

Shares of Pro Forma
Common Percent of
Age on Term as Stock Wesbanco
June 30, Director Beneficially Percent of Common
Name 1996 Expires Owned Class(1) Stock
- ----- -------- -------- ------------- ---------- ----------
Directors:

Charles S. Armistead(2) 82 1997 6,562 2.32% *
Robert D'Alessandri, M.D. 51 1999 312 .11% *
John W. Fisher, II(3) 53 1997 779 .28% *
James H. Harless(4) 76 1997 137,500 48.59% 1.71%
Vaughn L. Kiger(5) 51 1999 3,562 1.26% *
Roger E. King, M.D.(6) 56 1999 3,187 1.13% *
Ralph E. Massullo(7) 64 1998 2,500 .88% *
Reed Tanner(8) 43 1998 1,249 .44% *

Executive Officers:

C. Barton Loar(9) 54 1998 6,312 2.23% *
President, Chief
Executive Officer &
Director

Scott Batt(10) 30 1 * *
Assistant Vice President
- -Commercial Lending

Frederick L. Cason(11) 48 1 * *
Controller

78
Shares of Pro Forma
Common Percent of
Age on Term as Stock Wesbanco
June 30, Director Beneficially Percent of Common
Name 1996 Expires Owned Class(1) Stock
- ----- -------- -------- ------------- ---------- ----------

Jennifer L. Kinty(12) 31 1 * *
Cashier

Albert Yocum(13) 57 124 * *
Vice President -
Retail Lending
------------ ----------
All directors and executive
officers as a group
(13 persons) 162,090 57.28%(14)

______________________
*Represents less than 1%

(1) Represents percentage of 282,994 shares issued and
outstanding as of August 30, 1996. The percentage has not
been adjusted for individuals holding immediately
exercisable warrants to acquire shares of Common Stock. All
of the outstanding warrants ("Warrants") to purchase shares
of Common Stock are immediately exercisable at $16.00 per
share and expire in April 2001. The ownership of such
Warrants which will be exchanged for cash in accordance with
the terms of the Agreement is disclosed in the following
footnotes.

(2) This amount includes 1,562 shares owned by Mr. Armistead's
wife, as to which he disclaims beneficial ownership, and
excludes 4,062 shares which may be acquired upon the
exercise of Warrants.

(3) Includes shares held jointly by Mr. Fisher and his wife and
children, shares held in Mr. Fisher's and his wife's IRA
accounts, but excludes 2,693 shares which may be acquired
upon the exercise of Warrants.

(4) Excludes 5,625 shares which may be acquired upon the
exercise of Warrants.

(5) Includes shares held jointly by Mr. Kiger and his children,
500 shares owned by his wife, 250 shares held in his SEP
account, but excludes 3,000 shares which may be acquired
upon the exercise of Warrants.

(6) Excludes 3,281 shares which may be acquired upon the
exercise of Warrants.

(7) Excludes 2,875 shares which may be acquired upon the
exercise of Warrants.

(8) Includes 624 shares held by Mr. Tanner as custodian for his
minor children. Does not include 250 shares representing
Mr. Tanner's proportional interest in the Stephen D. Tanner
Trust, and 500 shares representing Mr. Tanner's proportional
interest in the Louis D. Tanner Residual Trust, or shares
beneficially owned by Stephen D. Tanner, Mr. Tanner's
father.

(9) Includes 1,250 shares held jointly with Mr. Loar's wife, but
excludes 4,024 shares which may be acquired upon the
exercise of Warrants.

(10) Mr. Batt joined NBWV in March 1994; prior to that time he
served as a commercial loan officer at Huntington
Bancshares, Inc.

(11) Mr. Cason joined NBWV in March 1994; prior to that time he
served as the Assistant Vice President - Funds Management of
CB&T Financial Corp., a bank holding company located in
Fairmont, West Virginia. Mr. Cason serves as Controller of
the Bank. Additionally, Mr. Cason performs the functions of
Chief Financial Officer of Vandalia, although he has no
official position with Vandalia.

(12) Ms. Kinty has served in her present capacity with NBWV since
April 1994, and as NBWV's internal auditor from November
1992 until April 1994; prior to joining NBWV, Ms. Kinty
owned her own accounting service and from December 1985
through May 1991 she served as the auditor of First National
Bank of Morgantown.

(13) Mr. Yocum joined NBWV in September, 1990; prior to that time
he served as Assistant Vice President and Consumer Loan
Manager at First National Bank of Morgantown, Morgantown,
West Virginia.

(14) Represents percentage of 282,994 shares issued and
outstanding as of August 30, 1996, excluding the number of
shares with respect to which all directors and executive
officers as a group hold Warrants.

The principal occupation and business experience during the
last five years of each of the Directors of Vandalia is as
follows: With the exception of Dr. D'Alessandri and Mr. Reed
Tanner, each of the Directors was an organizer of the Company and
the Bank.

Charles S. Armistead. Mr. Armistead has been a director of
Vandalia and a director of the Bank since each entity's
organization. He served as Chairman of the Board of both
organizations until April 1995. Mr. Armistead is Of Counsel to
McNeer, Highland, McMunn & Varner, a law firm in Morgantown, West
Virginia. He is also a former member of the Board of Directors
of C & P Telephone.

Robert D'Alessandri, M.D. Dr. D'Alessandri has been a
director of Vandalia since 1992 and a director of the Bank since
1991. He has been a member of the faculty of the West Virginia
University School of Medicine since 1977, and has for the last

three years served as Vice President of Health Sciences at the
Robert C. Byrd Health Sciences Center and for the last six years
as Dean of the School of Medicine at the West Virginia
University. Dr. D'Alessandri also serves as a member of the Board
of Directors of West Virginia University Hospitals, Inc. and West
Virginia Medical Corporation.

John W. Fisher, II. Mr. Fisher has been a director of
Vandalia and a director of the Bank since each entity's
organization. He serves as Secretary of the Board of Directors
of both organizations. Mr. Fisher has been a professor of law at
West Virginia University since 1971 and served as Associate Dean
of the College of Law during 1992 and 1993. He served as
administrative assistant to the President of West Virginia
University from 1982 to 1986, and served as counsel to Facilities
Management Corporation, a non-profit corporation affiliated with
West Virginia University Hospitals, Inc.

James H. Harless. Mr. Harless has been a director of
Vandalia and a director of the Bank since each entity's
organization. He serves as Vice-Chairman of the Board of
Directors of both organizations. He is an entrepreneur and
industrialist, and is Chairman of International Industries, Inc.,
a coal and lumber company. He is a director of Matewan
Bancshares, Inc., a bank holding company headquartered in
Matewan, West Virginia, and a former member of the Board of
Directors of C & P Telephone.

Vaughn L. Kiger. Mr. Kiger has been a director of Vandalia
and a director of the Bank since each entity's organization, and
has served as Chairman of the Board of both organizations since
June 30, 1995. Since 1979, he has been president of Dorsey &
Kiger, Inc., Realtors, a selling, listing and real estate
management firm in Morgantown, West Virginia. Mr. Kiger
presently serves as chairman of the West Virginia Real Estate
Commission. He is a director of the Morgantown area Chamber of
Commerce and a former director and President of the West Virginia
University Alumni Association.

Robert E. King, M.D. Dr. King has been a director of
Vandalia and a director of the Bank since each entity's
organization. He has been a physician in private practice in
Morgantown, West Virginia, for the past 20 years. He is Fellow
of the American College of Surgeons and a member of many other
local and national medical societies.

C. Barton Loar. Mr. Loar has been a director of Vandalia
and a director of the Bank since each entity's organization. He
serves as President and Chief Executive Officer of both
organizations. Mr. Loar has been employed by the Bank since
1990, and prior to that time was employed by the First National
Bank of Morgantown in various capacities since 1969, including as
a Senior Vice President from July 1983 through May 1989.

Ralph E. Massullo. Mr. Massullo has been a director of
Vandalia since 1991 and was a director of the Bank from its
organization until April 1994. He serves as Vice President and
Treasurer of the Company. Mr. Massullo retired in July 1993 as
general manager of Daniel's, Inc., a retail men's clothing store
in Morgantown, West Virginia.

Reed J. Tanner. Mr. Tanner has been a director of Vandalia
and NBWV since August 1995 when he was appointed to the Board to
fill the vacancy caused by the death of Douglas H. Tanner, his
uncle. Mr. Tanner is a certified public accountant and a partner
with Tanner & Tanner, Certified Public Accountants, a public
accounting firm in Morgantown, West Virginia.

Commencing with each entity's organization, neither the
directors of Vandalia nor NBWV, whose principal occupations are
outside Vandalia or NBWV, receive payment or remuneration for
service or attendance at Board or committee meetings.

Executive Officers

Name and Title Age Business Experience
- --------------------------- --- ------------------------
C. Barton Loar, Pres. & CEO 54 Chief Executive Officer, formerly
Sr. Vice Pres. and Sr. Lending
Officer of First National Bank of
Morgantown, CEO, Suncrest
National Bank, Morgantown.

Scott A. Batt, Asst. Vice Pres. 30 Commercial Loan Officer, formerly
commercial lender for Huntington
Banks of West Virginia

Frederick L. Cason, Controller 48 Investment Officer and Chief
Financial Officer, formerly
Assistant Vice Pres. for Funds
Management and Investment
Portfolio Management for CB&T
Financial Corp.

Jennifer L. Kinty, Cashier 31 Chief Operations Officer and
Compliance Officer, formerly
Auditor for The National Bank of
West Virginia and First National
Bank of Morgantown

Albert L. Yocum, Vice Pres. 57 Senior Lender in charge of retail and
consumer loans, formerly Assistant
Vice Pres. and Consumer Loan
Manager for First National Bank of
Morgantown

Compensation of Executive Officers
- ----------------------------------
SUMMARY COMPENSATION TABLE

The following table sets forth, on an accrual basis, for the
three fiscal years ended December 31, 1995, the compensation paid
to Vandalia's Chief Executive Officer. No officer or employee of
Vandalia earned in excess of $100,000 during the last calendar
year.

Annual Compensation(1)
----------------------
Name and Other Annual
Principal Position Year Salary Bonus Compensation(2)
- ------------------ ---- ------ ----- ----------------
C. Barton Loar, 1995 $70,000 $100 $2,810
President and CEO 1994 $70,000 $100 $2,240
1993 $66,000 $100 $1,653

(1) Mr. Loar did not receive any perquisites or other personal
benefits, the aggregate amount of which exceeded the lesser
of either $50,000 or 10% of his total annual salary and
bonus reported for 1995 in the Summary Compensation Table.

(2) Included in Other Annual Compensation is a tax deferred
contribution for Mr. Loar to the Company's 401(k) Profit
Sharing Plan. The amount reflects only contributions made
during each of the calendar years that vested during the
year.

401(k) Profit Sharing Plan

During 1993 Vandalia adopted a defined contribution 401(k)
profit-sharing plan for all employees of Vandalia who have at
least one year of service, work at least 1,000 hours during any
plan year and are over 21 years old. Voluntary employee
contributions under the plan for 1995 were limited to the greater
of $9,240 or 10% of annual compensation; maximum contribution
limits increase in later years. Under the plan, Vandalia is
required to match the employee contributions as follows:

- 100% of the employee's contribution up to 3.0% of total
annual compensation.

- 50% of the employee's contribution above 3.0% and up
to 5.0% of total annual compensation.

Vandalia may also elect to make additional contributions to the
plan as approved by the Board of Directors. Any additional
contributions are allocated among all participating employees on
a pro rata basis, by annual compensation of each employee for the
plan year in question. Employee

contributions vest immediately
upon payment, while contributions from Vandalia vest ratably over
a four year period until such time as participating employees
have at least four years of service. Thereafter, contributions
from Vandalia vest immediately. Contributions to the plan
charged to Vandalia's operations for the year ended December 31,
1995, totaled $16,769. The amount of that total which was
credited to Mr. Loar was $2,810.

Employment Agreements

As of August 30, 1996, neither Vandalia nor the NBWV had any
written employment agreement or other compensation contracts or
arrangements in existence.

Meetings of the Board of Directors and Compensation of Members

Vandalia has a board of directors composed of eight outside
members and Mr. Loar as CEO. The board meets on a regular
quarterly basis or more frequently as necessary. The board met
eight times during 1995. Standing committees consist of an
Executive Committee of five members which met twice, an Audit
Committee of four members which met four times, a Personnel
Committee of four members which met once, and a Facilities
Committee of five members which did not meet during 1995.

NBWV Board of Directors consists of seven outside members
and Mr. Loar, the CEO. The board meets regularly on the third
Thursday of each month or upon special notice. The board met a
total of 12 times during 1995. Standing committees consist of
the Audit Committee of four members which met four times, the
Building and Facilities Committee of four members which did not
meet, the Personnel and Benefits Committee of four members which
met two times during 1995. The most active committees are the
Asset/Liability Management Committee of four directors and four
members of management which meets quarterly or more frequently as
necessary, and the Loan Committee composed of five directors
which meets weekly or more frequently as necessary.

The membership of the boards of directors of the two
corporations overlaps, and all directors have served without
remuneration or compensation since the organization of the
companies.

Certain Relationships and Related Transactions

NBWV has had and expects to have in the future, banking
transactions in the ordinary course of business with some of its
and Vandalia's directors, officers, employees and promoters, and
their associates. In the past, substantially all of such
transactions have been on the same terms, including interest
rates, maturities and collateral requirements as those prevailing
at the time for comparable transactions with non-affiliated
persons and did not involve more than the normal risk of
collectibility or present other unfavorable features.

Loans to officers, directors and affiliates of Vandalia and
NBWV represented 7.39% of Vandalia's total shareholders' equity
at December 31, 1995. In the opinion of Vandalia's Board of
Directors, the terms of these loans are no less favorable to NBWV
than terms of loans from

NBWV to unaffiliated parties. On June
30, 1996, $255,000 of loans were outstanding to individuals who
were officers, directors and affiliated parties of Vandalia and
NBWV. At the time each loan was made, management believed the
loan involved no more than the normal risk of collectibility nor
presented other unfavorable features. None of such outstanding
loans are classified as Substandard, Doubtful or Loss. At June
30, 1996, directors, executive officers and their related
interests maintained an aggregate of approximately $1,361,000 of
deposits with Vandalia.

The main office of NBWV is leased from R & S Rentals, a
general partnership including Mr. Ralph Massullo, one of the
directors of Vandalia. This building at 344 High Street,
Morgantown, West Virginia, is a three-story masonry building
totaling 12,000 square feet. The lease, dated January 8, 1990,
currently in its first renewal term, provides for a monthly
rental of $3,500 until March 2000. The lease further provides
for two additional 5-year renewal periods beginning March 2000 at
a monthly rental of $3,750 until March 2005, and $4,000 per month
until March 2010. The lease also grants NBWV the right of first
refusal to purchase the property, upon the same terms and
conditions as any offer received by the lessor from a third
party.

NBWV's drive-through facility in downtown Morgantown, West
Virginia, is leased from Mr. Vaughn L. Kiger, a director of NBWV
and Vandalia, and his wife. The lease involves two parcels of
real estate. A lot at the corner of Spruce and Pleasant Streets
is leased under an agreement dated March 30, 1990, currently in
its first renewal term, requiring a monthly rental amount of
$1,430 per month until March 2000. This lease allows for two
additional 5-year renewal periods at the same monthly rental
amount as adjusted by the "Revised Consumer Price Index-Cities
(1967 = 100)" through March 2010. The lease grants NBWV an
option to purchase the property for $83,200 during the term
thereof. In the event NBWV does not elect to renew the lease and
does not exercise its right to purchase the property, it will be
obligated to pay the lessors liquidated damages in an amount
equal to one year's rent under the lease. The offices of the
drive-through facility are housed in a building at 229 Spruce
Street, also owned by Mr. Kiger and his wife, and are leased
under an agreement dated March 30, 1990, currently in its first
renewal term, requiring a monthly rental payment of $566. This
lease also allows for two additional 5-year renewal periods at
the same monthly rent as adjusted by the same index through March
2010. The lease grants NBWV an option to purchase the property
for $120,000, increasing at a rate of 1% per year during the term
of the lease.

All of the above lease arrangements were appraised by an
independent certified real estate appraiser prior to NBWV's
originally entering into same in 1990 and were determined, at
that time, to be on lease terms that were the same or more
favorable to NBWV than those available for any arms-length
transactions for similar facilities or like properties.

GOVERNMENT REGULATION

As a registered bank holding company, Wesbanco and Vandalia
are subject to the supervision of the Federal Reserve Board and
are required to file with the Federal Reserve Board reports and
other information regarding their business operations and the
business operations of their subsidiaries. They are also subject
to examination by the Federal Reserve Board and required to
obtain Federal Reserve Board approval prior to acquiring,
directly or indirectly, ownership or control of voting shares of
any bank, if, after such acquisition, it would own or control
more than 5% of the voting stock of such bank. In addition,
pursuant to federal law and regulations promulgated by the
Federal Reserve Board, they may only engage in, or own or control
companies that engage in, activities deemed by the Federal
Reserve Board to be so closely related to banking as to be a
proper incident thereto. Prior to engaging in most new business
activities, Wesbanco and Vandalia must obtain approval from the
Federal Reserve Board.

Both Wesbanco's and Vandalia's banking subsidiaries have
deposits insured by the Bank Insurance Fund ("BIF") of the
Federal Deposit Insurance Corporation (the "FDIC"), and are
subject to supervision, examination, and regulation by the state
banking authorities and the FDIC, the Comptroller and the Federal
Reserve Board. In addition to the impact of federal and state
supervision and regulation, the banking and non-banking
subsidiaries of Wesbanco and Vandalia are affected significantly
by the actions of the Federal Reserve Board as it attempts to
control the money supply and credit availability in order to
influence the economy.

To the extent that the following information describes
statutory or regulatory provisions, it is qualified in its
entirety by reference to such statutory or regulatory provisions.

Holding Company Structure

Both Wesbanco's depository institution subsidiaries and
Vandalia's depository institution subsidiary are subject to
affiliate transaction restrictions under federal law which limit
the transfer of funds by the subsidiary banks to their respective
parents and any nonbanking subsidiaries, whether in the form of
loans, extensions of credit, investments or asset purchases.
Such transfers by any subsidiary bank to its parent corporation
or to any nonbanking subsidiary are limited in amount to 10% of
the institution's capital and surplus and, with respect to such
parent and all such nonbanking subsidiaries, to an aggregate of
20% of any such institution's capital and surplus. Furthermore,
such loans and extensions of credit are required to be secured in
specified amounts. Under applicable regulation, at June 30,
1996, approximately $31,000,000 was available for loans to
Wesbanco from its subsidiary banks and $851,000 was available for
loans to Vandalia from its subsidiary bank.

The Federal Reserve Board has a policy to the effect that a
bank holding company is expected to act as a source of financial
and managerial strength to each of its subsidiary banks and to
commit resources to support each such subsidiary bank. Under the
source of strength doctrine, the Federal Reserve Board may
require a bank holding company to make capital

injections into a troubled subsidiary bank, and may charge the bank
holding company with engaging in unsafe and unsound practices for failure
to commit resources to such a subsidiary bank. This capital
injection may be required at times when Wesbanco and Vandalia may
not have the resources to provide it. Any capital loans by a
holding company to any of the subsidiary banks are subordinate in
right of payment to deposits and to certain other indebtedness of
such subsidiary bank. Moreover, in the event of a bank holding
company's bankruptcy, any commitment by such holding company to a
federal bank regulatory agency to maintain the capital of a
subsidiary bank will be assumed by the bankruptcy trustee and
entitled to a priority of payment.

In 1989, the United States Congress passed comprehensive
financial institutions legislation known as the Financial
Institution Reform, Recovery, and Enforcement Act ("FIRREA").
FIRREA established a new principle of liability on the part of
depository institutions insured by the FDIC for any losses
incurred by, or reasonably expected to be incurred by, the FDIC
after August 9, 1989, in connection with (i) the default of a
commonly controlled FDIC-insured depository institution, or (ii)
any assistance provided by the FDIC to a commonly controlled FDIC-
insured depository institution in danger of default. "Default""
is defined generally as the appointment of a conservator or
receiver and "in danger of default" is defined generally as the
existence of certain conditions indicating that a "default" is
likely to occur in the absence of regulatory assistance.
Accordingly, in the event that any insured bank subsidiary of
Wesbanco causes a loss to the FDIC, other bank subsidiaries of
that parent could be required to compensate the FDIC by
reimbursing to it the amount of such loss.

Federal law permits the OCC to order the pro rata assessment
of shareholders of a national bank whose capital stock has become
impaired, by losses or otherwise to relieve a deficiency in such
national bank's capital stock. This statute also provides for
the enforcement of any such pro rata assessment of shareholders
of such national bank to cover such impairment of capital stock
by sale, to the extent necessary, of the capital stock of any
assessed shareholder failing to pay the assessment. Similarly,
the laws of certain states provide for such assessment and sale
with respect to the subsidiary banks chartered by such states.

Dividend Restrictions

There are statutory limits on the amount of dividends the
depository institution subsidiaries of Wesbanco and Vandalia can
pay to their respective parent corporations without regulatory
approval. Under applicable federal regulations, appropriate bank
regulatory agency approval is required if the total of all
dividends declared by a bank in any calendar year exceeds the
available retained earnings and exceeds the aggregate of the
bank's net profits (as defined by regulatory agencies) for that
year and its retained net profits for the preceding two years,
less any required transfers to surplus or a fund for the
retirement of any preferred stock.

In addition, national banks may not pay a dividend in an
amount greater than such bank's net profits after deducting its
losses and bad debts. For this purpose, bad debts are defined to
include, generally, loans which have matured and are in arrears
with respect to interest by six months or more, other than such
loans which are well secured and in the process of collection.

Under these provisions and in accordance with the above-described
formula, Wesbanco's subsidiary banks could, without regulatory
approval, declare dividends as of June 30, 1996, of approximately
$8,067,000, and Vandalia's subsidiary bank could declare
dividends of $306,964.

If, in the opinion of the applicable regulatory authority, a
bank under its jurisdiction is engaged in or is about to engage
in an unsafe or unsound practice (which, depending on the
financial condition of the bank, could include the payment of
dividends), such authority may require, after notice and hearing,
that such bank cease and desist from such practice. The Federal
Reserve Board, the OCC and the FDIC have issued policy statements
which provide that insured banks and bank holding companies
should generally only pay dividends out of current operating
earnings.

FDIC Insurance

Pursuant to FDICIA, the FDIC adopted a risk based assessment
system for insured depository institutions that takes into
account risks attributable to different categories and
concentrations of assets and liabilities. An institution is
assigned by the FDIC into one of three capital categories: 1 -
well capitalized; 2 - adequately capitalized; 3 -
undercapitalized. An institution is also assigned to one of
three supervisory subgroups within each capital group. The
supervisory subgroup is based on a supervisory evaluation
provided by the primary federal regulator. An institution
insurance assessment rate is then determined based upon capital
and the supervisory category to which it is assigned. Under this
risk based assessment system, there are nine assessment risk
categories to which different assessment rates are applied.

The Federal Deposit Insurance Act required the Bank
Insurance Fund to be recapitalized until the reserves reached a
designated ratio of at least 1.25% of deposits. That ratio was
met during May 1995. In August 1995, the FDIC reduced the
assessment rates for financial institutions which are subject to
the requirements of the Bank Insurance Fund. Under the revised
assessment schedule which was effective May 14, 1996, financial
institutions pay assessments ranging from .00% of deposits to
.31% of deposits, with an average assessment rate of .29%
(subject to the statutory minimum of $2,000 per institution per
year). Wesbanco is considered to be in the well capitalized
category requiring the minimum legal annual assessments as
required by the FDIC. The assessment rate for Vandalia is .03%.

The FDIC recognizes that the disparity may have adverse
consequences for such institutions in the higher risk categories
including reduced earnings and impaired ability to raise funds on
the capital markets and to attract deposits. It is not currently
known whether institutions that are required to pay insurance
premiums will be required to pay higher deposit insurance
premiums in the future. It is impossible to predict whether
future regulations will be enacted or if enactment will require
financial institutions to contribute to the Savings Association
Insurance Fund or if these regulations may require additional
payments by Wesbanco into the

Bank Insurance Fund.

Capital Requirements

The Federal Reserve Board has issued risk-based capital
guidelines for bank holding companies, such as Wesbanco and
Vandalia. The guidelines establish a systematic analytical
framework that makes regulatory capital requirements more
sensitive to differences in risk profiles among banking
organizations, takes off-balance sheet exposures into explicit
account in assessing capital adequacy, and minimizes
disincentives to holding liquid, low-risk assets. Under the
guidelines and related policies, bank holding companies must
maintain capital sufficient to meet both a risk-based asset ratio
test and leverage ratio test on a consolidated basis. The risk-
based ratio is determined by allocating assets and specified off-
balance sheet commitments into four weighted categories, with
higher levels of capital being required for categories perceived
as representing greater risk. The leverage ratio is determined
by relating core capital (as described below) to total assets
adjusted as specified in the guidelines. All of Wesbanco's
depository institution subsidiaries and NBWV are subject to
substantially similar capital requirements adopted by applicable
regulatory agencies.

Generally, under the applicable guidelines, the financial
institution's capital is divided into two tiers. "Tier 1", or
core capital, includes common equity, noncumulative perpetual
preferred stock (excluding auction rate issues) and minority
interests in equity accounts of consolidated subsidiaries, less
goodwill. Bank holding companies, however, may include
cumulative perpetual preferred stock in their Tier 1 capital, up
to a limit of 25% of such Tier 1 capital. "Tier 2", or
supplementary capital, includes, among other things, cumulative
and limited-life preferred stock, hybrid capital instruments,
mandatory convertible securities, qualifying subordinated debt,
and the allowance for loan losses, subject to certain
limitations, less required deductions. "Total capital" is the
sum of Tier 1 and Tier 2 capital.

Financial institutions are required to maintain a risk-based
ratio of 8%, of which 4% must be Tier 1 capital. The appropriate
regulatory authority may set higher capital requirements when an
institution's particular circumstances warrant.

Financial institutions that meet certain specified criteria,
including excellent asset quality, high liquidity, low interest
rate exposure and the highest regulatory rating, are required to
maintain a minimum leverage ratio of 3%. Financial institutions
not meeting these criteria are required to maintain a leverage
ratio which exceeds 3% by a cushion of at least 100 to 200 basis
points.

The guidelines also provide that financial institutions
experiencing internal growth or making acquisitions will be
expected to maintain strong capital positions substantially above
the minimum supervisory levels, without significant reliance on
intangible assets. Furthermore, the Federal Reserve Board's
guidelines indicate that the Federal Reserve Board will continue
to consider a "tangible Tier 1 leverage ratio" in evaluating
proposals for expansion or new activities. The tangible Tier 1
leverage ratio is the ratio of an institution's Tier 1 capital,
less all intangibles, to total assets, less all intangibles.

Failure to meet applicable capital guidelines could subject
the financial institution to a variety of enforcement remedies
available to the federal regulatory authorities, including
limitations on the ability to pay dividends, the issuance by the
regulatory authority of a capital directive to increase capital
and the termination of deposit insurance by the FDIC, as well as
to the measures described under "Federal Deposit Insurance
Corporation Improvement Act of 1991" as applicable to
undercapitalized institutions.

As of June 30, 1996, the Tier 1 risk-based ratio, total risk-
based ratio and total assets leverage ratio for combined
Wesbanco, Weirton and Vandalia were as follows:

Regulatory Wesbanco and
Requirements Weirton Combined Vandalia Pro Forma(1)
------------- ---------------- -------- ------------
Tier 1 Risk-Based
Ratio 4% 20.3% 10.1% 19.5%
Total Risk-Based
Ratio 8% 21.6% 11.3% 20.7%
Total Assets
Leverage Ratio 3% 13.5% 7.3% 13.0%
________________

(1) Includes Wesbanco and Weirton combined and Vandalia on a pro
forma combined basis as of June 30, 1996.

As of June 30, 1996, all of Wesbanco's banking subsidiaries,
Weirton and Vandalia's banking subsidiary had capital in excess
of all applicable requirements.

The Federal Reserve Board, as well as the FDIC and the OCC
have adopted changes to their risk-based and leverage ratio
requirements that require that all intangible assets, with
certain exceptions, be deducted from Tier 1 capital. Under the
Federal Reserve Board's rules, the only types of intangible
assets that may be included in (i.e., not deducted from) a bank
holding company's capital are readily marketable purchased
mortgage servicing rights ("PMSRs") and purchased credit card
relationships ("PCCRs"), provided that, in the aggregate, the
total amount of PMSRs and PCCRs included in capital does not
exceed 50% of Tier 1 capital. PCCRs are subject to a separate
sublimit of 25% of Tier 1 capital. The amount of PMSRs and PCCRs
that a bank holding company may include in its capital is limited
to the lesser of (i) 90% of such assets' fair market value (as
determined under the guidelines), or (ii) 100% of such assets'
book value, each determined quarterly. Identifiable intangible
assets (i.e., intangible assets other than goodwill) other than
PMSRs and PCCRs, including core deposit intangibles, acquired on
or before February 19, 1992 (the date the Federal Reserve Board
issued its original proposal for public comment), generally will
not be deducted from capital for supervisory purposes, although
they will continue to be deducted for purposes of evaluating
applications filed by bank holding companies. These revisions
became effective for periods commencing after March 15, 1993, and
are reflected in Wesbanco's and Vandalia's capital ratios as of
June 30, 1996.

Federal Deposit Insurance Corporation Improvement Act of 1991

In December 1991, Congress enacted the Federal Deposit
Insurance Corporation Improvement Act of 1991 ("FDICIA"), which
substantially revised the bank regulatory and funding provisions
of the Federal Deposit Insurance Act and made revisions to
several other federal banking statutes.

Among other things, FDICIA requires federal bank regulatory
authorities to take "prompt corrective action" with respect to
depository institutions that do not meet minimum capital
requirements. For these purposes, FDICIA established five
capital tiers: well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
under capitalized.

The regulatory authorities have adopted regulations to
implement the prompt corrective action provisions of FDICIA.
Among other things, the regulations define the relevant capital
measures for the five capital categories. An institution is
deemed to be "well capitalized" if it has a total risk-based
capital ratio of 10% or greater, a Tier 1 risk-based capital
ratio of 6% or greater and a Tier 1 leverage ratio of 5% or
greater and is not subject to a regulatory order, agreement or
directive to meet and maintain a specific capital level for any
capital measure. An institution is deemed to be "adequately
capitalized" if it has a total risk-based capital ratio of 8% or
greater, a Tier 1 risk-based capital ratio of 4% or greater and,
generally, a Tier 1 leverage ratio of 4% or greater and the
institution does not meet the definition of a "well capitalized"
institution. An institution that does not meet one or more of
the "adequately capitalized" tests is deemed to be
"undercapitalized". If the institution has a total risk-based
capital ratio that is less than 6% , a Tier 1 risk-based capital
ratio that is less than 3%, or a leverage ratio that is less than
3%, it is deemed to be "significantly undercapitalized".
Finally, an institution is deemed to be "critically
undercapitalized" if it has a ratio of tangible equity (as
defined in the regulations) to total assets that is equal to or
less than 2%.

"Undercapitalized" institutions are subject to growth
limitations and are required to submit a capital restoration
plan. If an "undercapitalized" institution fails to submit an
acceptable plan, it is treated as if it is significantly
undercapitalized. "Significantly undercapitalized" institutions
may be subject to a number of requirements and restrictions,
including orders to sell sufficient voting stock to become
adequately capitalized, requirements to reduce total assets and
cessation of receipt of deposits from correspondent banks.
"Critically undercapitalized" institutions may not, beginning 60
days after becoming "critically undercapitalized" make any
payment of principal or interest on their subordinated debt. In
addition, "critically undercapitalized" institutions are subject
to appointment of a receiver or conservator.

Under FDICIA, a depository institution that is not "well
capitalized" is generally prohibited from accepting brokered
deposits and offering interest rates on deposits higher than the
prevailing rate in its market. All of Wesbanco's depository
institution subsidiaries and Bank of Weirton currently meet the
FDIC's definition of a "well capitalized" institution for purposes of

accepting brokered deposits. For the purposes of the
brokered deposit rules, a bank is defined to be "well
capitalized" if it maintains a ratio of Tier 1 capital to risk-
adjusted assets of at least 6%, a ratio of total capital to risk-
adjusted assets of at least 10% and a Tier 1 leverage ratio of at
least 5% and is not otherwise in a "troubled condition" as
specified by its appropriate federal regulatory agency. On
October 25, 1993, the FDIC published a final rule providing for
purposes of its brokered deposit rules the definitions of "well
capitalized", "adequately capitalized" and "undercapitalized" as
previously adopted by the bank regulatory agencies under the
prompt corrective action rules described above. Neither Wesbanco
nor Vandalia believes that adoption of the definition of capital
levels under the prompt corrective action rules will adversely
affect their ability to accept brokered deposits. Neither
Wesbanco nor Vandalia have any significant brokered deposits.

The Federal Deposit Insurance Act, as amended by FDICIA and
the Riegle Community Development and Regulatory Improvement Act
of 1994, requires the federal bank regulatory agencies to
prescribe standards, by regulations or guidelines, relating to
internal controls, information systems and internal audit
systems, loan documentation, credit underwriting, interest rate
risk exposure, asset growth, asset quality, earnings, stock
valuation and compensation, fees and benefits and such other
operational and managerial standards as the agencies deem
appropriate. The federal bank regulatory agencies have adopted,
effective August 9, 1995, a set of guidelines prescribing safety
and soundness standards pursuant to FDICIA, as amended. The
guidelines establish general standards relating to internal
controls and information systems, internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset
growth and compensation, fees and benefits. In general, the
guidelines require, among other things, appropriate systems and
practices to identify and manage the risks and exposures
specified in the guidelines. The guidelines prohibit excessive
compensation as an unsafe and unsound practice and describe
compensation as excessive when the amounts paid are unreasonable
or disproportionate to the services performed by an executive
officer, employee, director or principal shareholders. The
federal banking agencies determined that stock valuation
standards were not appropriate. In addition, the agencies
adopted regulations that authorize, but do not require, an agency
to order an institution that has been given notice by an agency
that it is not satisfying any of such safety and soundness
standards to submit a compliance plan. If, after being so
notified, an institution fails to submit an acceptable compliance
plan or fails in any material respect to implement an accepted
compliance plan, the agency must issue an order directing action
to correct the deficiency and may issue an order directing other
actions of the types to which an undercapitalized institution is
subject under the "prompt correction action" provisions of
FDICIA. If an institution fails to comply with such an order,
the agency may seek to enforce such order in judicial proceedings
and to impose civil money penalties. The federal bank regulatory
agencies also proposed guidelines for asset quality and earnings
standards.

FDICIA also contains a variety of other provisions that may
affect the operations of Wesbanco's and Vandalia's depository
institution subsidiaries, including new reporting requirements,
revised regulatory standards for real estate lending, "truth in
savings" provisions and the requirements that a depository
institution give 90 days prior notice to customers and regulatory
authorities before closing any branch.

In addition to FDICIA, there have been proposed a number of
legislative and regulatory proposals designed to strengthen the
federal deposit insurance system and to improve the overall
financial stability of the United States banking system. These
include proposals to increase capital requirements above
presently published guidelines, to place assessments on
depository institutions to increase funds available to the FDIC
and to allow national banks to branch on an interstate basis. It
is impossible to predict whether or in what form these proposals
may be adopted in the future and, if adopted, what their effect
would be on Wesbanco. It is likewise impossible to predict what
the competitive effect on Wesbanco's or Vandalia's bank
subsidiaries will be of the recent action taken by the Office of
Thrift Supervision to allow certain thrift institutions to engage
in interstate branching on a nationwide basis.

Environmental Issues

As lenders, banks can be potentially liable under the
Comprehensive Environmental Response, Compensation, and Liability
Act (CERCLA), 42 U.S.C. 9601 et seq., for cleanup of hazardous
substances from property on which the bank forecloses or in which
it has a security interest. CERCLA imposes liability for removal
and remediation of hazardous substances on various types of
parties, including "owners or operators" of a contaminated site.
See 42 U.S.C. 9607(a). In the definition of "owners or
operators," CERCLA exempts from liability those who, without
participating in the management of a facility, hold indicia of
ownership in the facility primarily to protect a security
interest. See 42 U.S.C. 9601(2)(A). However, CERCLA's secured
creditor exemption from liability has been narrowed by recent
judicial interpretation. In a recent decision, the United States
Court of Appeals for the Eleventh Circuit held that a lender
could be liable for cleanup costs if its involvement in the
financial management of the facility was broad enough to support
an inference that it could have affected hazardous waste disposal
decisions. See United States v. Fleet Factors Corp., 901 F.2d
1550 (11th Cir. 1990), cert. denied, 111 S.Ct. 752 (1991). A
federal district court had earlier held that CERCLA's secured
creditor exemption did not insulate from liability a mortgagee
that had foreclosed and later acquired secured property. See
United States v. Maryland Bank & Trust Co., 632 F. Supp. 573 (D.
Md. 1986). More recently, however, the Ninth Circuit rejected
the "capacity to influence" test of Fleet Factors and held that
the mere unexercised power of a lender to get involved in a
borrower's management was not enough to impose CERCLA liability
on a secured lender. See Bergsoe Metal v. East Asiatic Co., 910
F.2d 668 (9th Cir. 1990). The United States Court of Appeals for
the Fourth Circuit, which has jurisdiction over Wesbanco, has
also recently confirmed a lender exemption from liability under
CERCLA pursuant to the security interest exemption. See United
States v. McLamb, 5 F.3d 69 (4th Cir. 1993), as amended (October
18, 1993). The Court opined that because the lender took title
to property at a foreclosure sale solely to protect its security
interest and then acted reasonably promptly to divest itself of
ownership, it met CERCLA's secured creditor exemption. Id. at
73. Wesbanco does attempt to screen loan applicants concerning
environmental matters with respect to collateral pledged to it as
security for loans. Wesbanco is not aware of any specific
collateral pledged to it on which there are hazardous materials
or potential liability under CERCLA. However, there can be no
assurances that liability under CERCLA or otherwise for cleanup
of hazardous materials will not occur in the future. In the
event that such liability occurs, it could have a material
adverse effect on the financial position and results of
operations of Wesbanco.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents or portions thereof filed by
Wesbanco with the Commission under the Securities Exchange Act of
1934 (the "1934 Act") are hereby incorporated by reference in
this Proxy Statement/Prospectus:

Wesbanco Documents (Commission File No. 0-8467):

(1) Pages 8 through 33 of the Wesbanco Annual
Report to Shareholders for the year ended December
31, 1995.*

(2) Wesbanco Proxy Statement for the annual
meeting of shareholders held on April 17, 1996.*

(3) Wesbanco Annual Report on Form 10-K for
the year ended December 31, 1995.*

(4) Wesbanco's Quarterly Reports on Form 10-Q
for the quarterly periods ended March 31, 1996, and
June 30, 1996.

(5) Wesbanco's Current Report on Form 8-K
dated February 20, 1996.

(6) Wesbanco's Current Report on Form 8-K
dated April 10, 1996.

(7) Wesbanco's Current Report on Form 8-K
dated June 5, 1996.

(8) Wesbanco's Current Report on Form 8-K
dated July 18, 1996.

(9) Wesbanco's Current Report on Form 8-K
dated September 4, 1996.

(10) Wesbanco's Registration Statement on Form
S-4, file Number 333-3905, pages 22 and 115 through
144.

All documents filed by Wesbanco pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act subsequent to the date hereof
and prior to the Special Meeting are hereby incorporated by
reference into this Joint Proxy Statement/Prospectus and shall be
deemed a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed to constitute a part hereof except as so modified or
superseded.

*Indicates the document is being delivered with this Proxy
Statement/Prospectus.

RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS

The Board of Directors of Wesbanco, Inc. has retained Ernst
& Young LLP to serve as the corporation's independent accountants
for the year 1996. Price Waterhouse LLP served as the
corporation's independent accountants for the years 1994 and
1995. The services rendered by Price Waterhouse LLP during the
year 1995 involved primarily auditing and accounting service and
completion of the audit of the consolidated financial statements
of the corporation for the year 1995. It is expected that a
representative of the accounting firms may have the opportunity
to make a statement if such representatives desire to do so and
may be available to respond to appropriate questions from the
stockholders who are present at the Special Meeting.

The firm of Arnett & Foster, independent certified public
accountants, audited the financial statements of Vandalia for the
year ended December 31, 1995, 1994 and 1993. A representative of
Arnett & Foster will attend the special meeting and will be
available to answer questions.

LEGAL MATTERS

Certain matters will be passed upon for Wesbanco by its
counsel, Phillips, Gardill, Kaiser & Altmeyer, 61 Fourteenth
Street, Wheeling, WV, 26003. As of December 31, 1991, the
members of Phillips, Gardill, Kaiser & Altmeyer participating in
the preparation of this Proxy Statement/Prospectus owned an
aggregate of 11,393 shares of Wesbanco Common Stock. James C.
Gardill, a partner in said firm, serves as Chairman and as a
director of Wesbanco, and as a director of its subsidiary,
Wesbanco Bank Wheeling. Certain matters will be passed upon for
Vandalia by its counsel, Spilman, Thomas & Battle, 300 Kanawha
Blvd., E. Charleston, WV, 25302.

EXPERTS

The consolidated financial statements of Wesbanco, Inc.
incorporated in this Prospectus by reference to the Annual Report
on Form 10-K for the year ended December 31, 1995, have been so
incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as
experts in auditing and accounting.

The financial statements of Vandalia as of and for the year
ended December 31, 1995, included in this Prospectus, have been
so included in reliance on the report of Arnett & Foster,
independent accountants, given on the authority of said firm as
experts in auditing and accounting.

The financial statements of Weirton as of and for the year
ended December 31, 1995, incorporated in this Prospectus/Proxy
Statement, have been so incorporated in reliance on the report of
Grant Thornton, independent accountants, given on the authority
of said firm as experts in auditing and accounting.

LEGAL PROCEEDINGS

Wesbanco and its subsidiaries are defendants in various
legal proceedings arising in the normal course of business. In
the opinion of management, based on the advice of legal counsel,
the ultimate resolution of these proceedings will not have a
material effect on the financial position of Wesbanco or its
subsidiaries.

INDEX TO FINANCIAL STATEMENTS

Page
Number
------
WESBANCO, INC.

Consolidated Balance Sheet as of June 30, 1996 (unaudited)
and December 31, 1995 99

Consoliated Statement of Income for the three and six months
ended June 30, 1996 and 1995 (unaudited) 100

Consolidated Statement of Changes in Shareholders' Equity for
the six months ended June 30, 1996 and 1995 (unaudited) 101

Consolidated Statement of Cash Flows for the six months ended
June 30, 1996 and 1995 (unaudited) 102

Notes to Consolidated Financial Statements as of June 30, 1996
(unaudited) 103

Management Discussion and Analysis for the six months ended
June 30, 1996 (unaudited) 105

VANDALIA NATIONAL CORPORATION

Consolidated Balance Sheets as of June 30, 1996 (unaudited) and
December 31, 1995 115

Consolidated Statements of Income for the three and six months
ended June 30, 1996 and 1995 (unaudited) 116

Consolidated Statements of Changes in Stockholders' Equity for the
six months ended June 30, 1996 and 1995 (unaudited) 117

Consolidated Statements of Cash Flows for the six months ended June
30, 1996 and 1995 (unaudited) 118

Notes to Consolidated Financial Statements as of June 30, 1996
(unaudited) 119

Page
Number
------

Independent Auditor's Report 120

Consolidated Balance Sheets as of December 31, 1995
and 1994 121

Consolidated Statements of Income for the years ended December 31,
1995, 1994 and 1993 122

Consolidated Statements of Shareholders' Equity for the years ended
December 31, 1995, 1994 and 1993 124

Consolidated Statements of Cash Flow for the years ended December
31, 1995, 1994 and 1993 125

Notes to Consolidated Financial Statements as of December 31, 1995 127

BANK OF WEIRTON

Consolidated Statement of Condition as of June 30, 1996 (unaudited)
and December 31, 1995 148

Consolidated Statement of Income for the three and six months ended
June 30, 1996 and 1995 (unaudited) 149

Consolidated Statement of Changes in Shareholders' Equity for
the six months ended June 30, 1996 and 1995 (unaudited) 150

Consolidated Statement of Cash Flows for the six months ended
June 30, 1996 and 1995 (unaudited) 151

Notes to Consolidated Financial Statements as of June 30, 1996
(unaudited) 152

NOTE: Financial information for Universal Mortgage Company has
not been included in this Proxy Statement/Prospectus. Net
assets of Universal Mortgage Company as of December 31, 1995
were approximately $297,000 with net income of approximately
$11,000 for the year ending December 31, 1995. The results of
operations of Universal Mortgage Company are insignificant to
the consolidated financial statements of WesBanco, Inc. for the
year ending December 31, 1995 and for the six months ending
June 30, 1996.

Consolidated Balance Sheets at June 30, 1996 (unaudited) and

December 31, 1995, Consolidated Statements of Income,

Consolidated Statements of Changes in Shareholders' Equity and

Consolidated Statements of Cash Flows for the six months ended

June 30, 1996 and 1995 (unaudited) are set forth on the following

pages. In the opinion of management of the Registrant, all

adjustments, consisting of normal recurring accruals, necessary

for a fair presentation of the financial information referred to

above for such periods, have been made. The results of

operations for the six months ended June 30, 1996 are not

necessarily indicative of what results will be for the entire

year. For further information, refer to the Annual Report to

Shareholders which includes consolidated financial statements and

footnotes thereto, WesBanco, Inc.'s Annual Report on Form 10-K

for the year ended December 31, 1995 and the Form 10-Q filed for

the period ended March 31, 1996.

Earnings per share for the six months ended June 30, 1996 and

1995 were computed by dividing net income less preferred stock

dividends and discount accretion, where applicable, by the

weighted average number of common shares outstanding during the

period. Effective November 15, 1995 WesBanco redeemed its Series

A 8% Cumulative Preferred stock. Prior to redemption, preferred

stock dividends were cumulative and payable quarterly at an

annual rate of $15.20 per share. The fully dilutive effect of

preferred stock for the six months ended June 30, 1995 was less

than 3%.

WESBANCO, INC.
CONSOLIDATED BALANCE SHEET
(dollars in thousands)

June 30, December 31,
1996 1995
----------- --------------
(Unaudited)

ASSETS

Cash and due from banks $ 46,984 $ 49,008
Due from banks - interest bearing 297 301
Federal funds sold 3,400 14,230
Securities:
Securities available for sale 200,093 172,137
Securities held to maturity (market value
of $214,783 and $253,831) 215,463 251,016
--------- ----------
Total securities 415,556 423,153

Loans:
Loans (net of unearned income of $4,948
and $7,810) 890,324 850,568
Less: Allowance for possible loan losses (13,348) (12,747)
--------- ---------
Net loans 876,976 837,821
Bank premises and equipment - net 23,951 23,026
Accrued interest receivable 10,686 11,020
Other assets 18,790 13,234
---------- ----------
TOTAL ASSETS $1,396,640 $1,371,793
========== ==========

LIABILITIES

Deposits:
Non-interest bearing demand $ 119,968 $ 127,168
Interest bearing demand 250,822 252,950
Savings deposits 274,107 278,821
Certificates of deposit 477,538 456,534
---------- ----------
Total deposits 1,122,435 1,115,473
Federal funds purchased and repurchase
agreements 79,686 70,457
Short-term borrowings 7,304 1,402
Dividends payable 2,202 2,126
Accrued interest payable 6,839 6,744
Other liabilities 5,872 5,551
---------- ----------
TOTAL LIABILITIES 1,224,338 1,201,753

SHAREHOLDERS' EQUITY

Preferred stock, no par value, 1,000,000
shares authorized; none outstanding --- ---
Common stock, $2.0833 par value;
25,000,000 shares authorized;
8,682,103 shares issued 18,087 18,087
Capital surplus 25,758 25,758
Market value adjustment on securities
available for sale - net of tax effect (1,617) 849
Retained earnings 137,010 131,527
Less: Treasury stock at cost (212,529
and 186,131 shares, respectively) (5,759) (5,038)
--------- ---------
173,479 171,183

Deferred benefits for employees and directors (1,177) (1,143)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 172,302 170,040
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $1,396,640 $1,371,793
========== ==========

The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.

100

WESBANCO, INC.
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(in thousands, except share and per share amounts)

For the three months For the six months
ended June 30, ended June 30,
---------------------- ---------------------
1996 1995 1996 1995
---------- ---------- --------- ----------
INTEREST INCOME:

Interest and fees on loans $ 18,960 $ 17,675 $ 37,644 $ 34,379
Interest on securities 6,100 6,308 12,120 12,918
Other interest income 87 419 331 717
---------- ---------- --------- ----------
Total interest income 25,147 24,402 50,095 48,014
---------- ---------- --------- ----------
INTEREST EXPENSE:
Interest on deposits 9,712 9,643 19,392 18,780
Interest on other borrowings 868 726 1,769 1,472
---------- ---------- --------- ----------
Total interest expense 10,580 10,369 21,161 20,252
---------- ---------- --------- ----------
NET INTEREST INCOME 14,567 14,033 28,934 27,762

Provision for possible loan losses 677 467 1,541 844
---------- ---------- --------- ----------
NET INTEREST INCOME AFTER PROVISION
FOR POSSIBLE LOAN LOSSES 13,890 13,566 27,393 26,918
---------- ---------- --------- ----------
OTHER INCOME:
Trust fees 1,364 1,173 2,835 2,468
Service charges and other income 1,458 1,460 2,858 2,919
Net securities transaction gains 30 295 116 401
---------- ---------- --------- ----------
Total other income 2,852 2,928 5,809 5,788
---------- ---------- --------- ----------
OTHER EXPENSES:
Salaries, wages and fringe benefits 5,459 5,504 10,664 10,788
Premises and equipment - net 1,275 1,113 2,584 2,286
Other operating 3,043 3,233 5,896 6,367
---------- ---------- --------- ----------
Total other expenses 9,777 9,850 19,144 19,441
---------- ---------- --------- ----------

Income before provision for income taxes 6,965 6,644 14,058 13,265
Provision for income taxes 1,982 1,887 4,170 3,850
---------- ---------- --------- ----------
NET INCOME $ 4,983 $ 4,757 $ 9,888 $ 9,415
========== ========== ========= ==========
Preferred stock dividends and discount
accretion $ --- $ 45 $ --- $ 91
========== ========== ========= ==========
Net income available to common
shareholders $ 4,983 $ 4,712 $ 9,888 $ 9,324
========== ========== ========= ==========
Earnings per share of common stock $ .59 $ .56 $ 1.17 $ 1.10
========== ========== ========= ==========
Average outstanding shares of common
stock 8,469,798 8,496,464 8,475,199 8,502,438
========== ========== ========= ==========
Dividends declared per share of
common stock $ .26 $ .23 $ .52 $ .46
========== ========== ========= ==========

The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.

101

WESBANCO, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)
(dollars in thousands)

For the six months ended
June 30,
-------------------------
1996 1995
---------- ----------
Total Shareholders' Equity
Balance, beginning of period $170,040 $156,630
Net Income 9,888 9,415

Cash dividends:
Common (4,405) (3,914)
Preferred --- (75)

Accretion of preferred stock --- (16)

Net purchase of treasury shares (721) (1,062)

Change in market value adjustment on
investments available for sale-net
of tax effect (2,466) 4,140

Change in deferred benefits for employees
and directors (34) (452)
---------- ----------
Net change in Shareholders' Equity 2,262 8,036
---------- ----------
Total Shareholders' Equity
Balance, end of period $172,302 $164,666
========== ==========

The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.

102

WESBANCO, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(dollars in thousands)

For the six months ended
June 30,
--------------------------
1996 1995
--------- ---------
Cash flows from operating activities:

Net income $ 9,888 $ 9,415
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 1,158 1,006
Provision for possible loan losses 1,541 844
Net amortization and accretion 1,045 1,829
Gain on sales of investment securities (116) (401)
Deferred income taxes (133) (65)
Other - net (34) (122)
Increase or decrease in assets and
liabilities:
Interest receivable 334 679
Other assets (4,510) (1,128)
Interest payable 95 662
Other liabilities 992 16
--------- ----------
Net cash provided by operating activities 10,260 12,735
--------- ----------
Investing Activities:
Investment securities held to maturity:
Payments for purchases (14,237) (40,126)
Proceeds from maturities and calls 49,451 36,987
Investment securities available for sale:
Payments for purchases (76,342) (25,835)
Proceeds from sales 27,407 32,465
Proceeds from maturities, calls
and prepayments 16,326 27,792
Net increase in loans (40,678) (34,039)
Purchases of premises and equipment-net (2,085) (1,688)
---------- -----------
Net cash used by investing activities (40,158) (4,444)
---------- -----------
Financing activities:
Net increase in certificates of deposit 21,004 26,878
Net decrease in demand and savings accounts (14,042) (37,100)
Increase (decrease) in federal funds
purchased and repurchase agreements 9,229 (6,111)
Increase in short-term borrowings 5,902 2,895
Dividends paid (4,328) (3,905)
Net purchases of treasury stock (721) (933)
---------- ----------
Net cash provided (used) by financing
activities 17,044 (18,276)
---------- ----------
Net decrease in cash and cash equivalents (12,854) (9,985)
---------- ----------
Cash and cash equivalents at beginning of
period 63,238 65,013
---------- ----------
Cash and cash equivalents at end of period $50,384 $55,028
========== ==========

For the six months ended June 30, 1996 and 1995, WesBanco paid
$21,067 and $19,592 in interest on deposits and other borrowings
and $4,200 and $4,030 for income taxes, respectively.

The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.

103

WESBANCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION:
- -------------------------------

The accompanying unaudited consolidated financial statements

have been prepared in accordance with generally accepted

accounting principles for interim financial information and with

the instructions to Form 10-Q and Article 10 of Regulation S-X.

Accordingly, they do not include all of the information and

footnotes required by generally accepted accounting principles

for complete financial statements.

The consolidated financial statements include the accounts of

WesBanco, Inc. and its wholly-owned subsidiaries. All

significant intercompany transactions have been eliminated in

consolidation.

NOTE 2 - MERGERS AND ACQUISITIONS:
- ----------------------------------

On February 9, 1996, WesBanco, Inc. announced the Definitive

Agreement and Plan of Merger providing for the merger of the Bank

of Weirton into WesBanco Bank Wheeling, a wholly-owned subsidiary

of WesBanco, Inc. Under the terms of the Definitive Agreement

and Plan of Merger, WesBanco will exchange 130 shares of

WesBanco's common stock for each share of Weirton's common stock

outstanding in a tax-free exchange. The merger, which will be

accounted for as a pooling of interests, is valued at

approximately $45,600,000 based on a market price of $27.00 per

share of WesBanco common stock. Approval of the merger has been

granted by the appropriate regulatory authorities and the

shareholders of Bank of Weirton. Consummation of this merger has

been scheduled for August 30, 1996.

On May 31, 1996, under the terms of an executed Agreement and

Plan of Reorganization, WesBanco, Inc. agreed to purchase the

assets of Universal Mortgage Company of Bridgeport, West Virginia,

and continue its operations in

104

Bridgeport, Charleston, Elkins and Huntington, West Virginia. Universal

Mortgage Company had assets of approximately $2,978,000, shareholders' equity

of approximately $296,000 as of May 31, 1996, and net income of

approximately $29,000 for the five months ended May 31, 1996.

The acquisition will be accounted for as a purchase. A final

purchase price will be determined based upon the net equity of

Universal as of the closing date, with a minimum value of

$800,000. The acquisition price will be paid in the form of

WesBanco common stock to be issued from Treasury shares.

On July 18, 1996, WesBanco, Inc. announced the signing of a

Definitive Agreement and Plan of Merger providing for Vandalia

National Corporation to merge its wholly-owned subsidiary, The

National Bank of West Virginia, into WesBanco Bank Fairmont,

Inc., a wholly-owned subsidiary of WesBanco, Inc. Under the

terms of the Agreement, shareholders of Vandalia will receive

1.2718 shares of WesBanco common stock or, at such shareholders'

election, $34.34 in cash for each share of Vandalia common stock.

The holders of outstanding warrants to purchase Vandalia common

stock will receive the difference between $34.34 and the exercise

price of the warrant in cash. WesBanco anticipates issuing up to

359,912 shares of WesBanco common stock if all Vandalia

shareholders exchange their shares for WesBanco stock. A portion

of these shares will be obtained from existing Treasury balances,

with the remaining shares being newly issued or purchased in the

open market. The acquisition, which is based upon a fixed

exchange ratio, will be accounted for as a purchase transaction,

with an approximate value of $10,319,000. Vandalia reported

total assets of approximately $58,300,000 and shareholders'

equity of approximately $4,300,000 as of June 30, 1996. The

transaction is expected to be completed in the fourth quarter 1996.

105

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ---------------------------------------------------------------
RESULTS OF OPERATIONS (Dollars in thousands except per share amounts)
- ----------------------

The following discussion and analysis presents in further detail

the financial condition and results of operations of WesBanco,

Inc. and its subsidiaries. This discussion and analysis should

be read in conjunction with the consolidated financial statements

and notes presented in this report.

Financial Condition
-------------------
Total assets of WesBanco as of June 30, 1996 were $1,396,640 as

compared to $1,371,793 as of December 31, 1995, an increase of

1.8%. The increase in assets was primarily due to an increase in

loans. Total deposits increased .6% while securities declined

1.8% during the comparative period.

Securities:
- -----------

The following table shows the composition of WesBanco's

securities portfolio at June 30, 1996 and December 31, 1995:

June 30, December 31,
1996 1995
--------- ------------
Securities Available for Sale (at market):
- ------------------------------------------
U.S. Treasury and Federal Agency securities $ 134,939 $ 157,505
Obligations of states and political subdivisions 13,391 5,667
Mortgage-backed securities 48,791 6,610
Other debt and equity securities 2,972 2,355
-------- --------
Total Available for Sale 200,093 172,137
-------- --------
Securities Held to Maturity (at cost):
- --------------------------------------
U.S. Treasury and Federal Agency securities 94,556 133,888
Obligations of states and political subdivisions 119,208 115,770
Other debt securities 1,699 1,358
Total held to maturity (market value of -------- --------
$214,783 and $253,831, respectively) 215,463 251,016
-------- --------
Total Securities $415,556 $423,153
======== ========

Representing a source of funds for increasing loan demand,

securities decreased by $7,597 between June 30, 1996 and December

31, 1995. During the period, maturities, calls, prepayments and

sales aggregated $93,184, while investment purchases totaled

$90,579. Investment purchases consisted

106

primarily of mortgage-backed securities, which reflected a yield

advantage over other investments during the first half of 1996.

The market value adjustments, before tax effect, in the

available for sale securities portfolio resulted in unrealized

net losses of $2,655 and unrealized net gains of $1,392 as of

June 30, 1996 and December 31, 1995, respectively. These

adjustments represent market value fluctuations caused by general

changes in market rates and the length of time to respective

maturity dates. If these securities are held until their

respective maturity date, no market value adjustment would be

realized.

Loans:
- ------

The following table shows the composition of WesBanco's loan

portfolio at June 30, 1996 and December 31, 1995:

June 30, 1996 December 31, 1995
---------------- -----------------
Amount Percent Amount Percent
Loans: ------- ------- ------- --------
Commercial $170,741 19.1% $172,270 20.0%
Real Estate-Construction 21,421 2.4% 15,493 1.8%
Real Estate-Mortgage 397,907 44.4% 392,681 45.7%
Consumer 305,203 34.1% 277,934 32.5%
-------- ------ -------- -------
Total loans 895,272 100.0% 858,378 100.0%

Less:
Unearned income (4,948) (7,810)
Allowance for possible loan losses (13,348) (12,747)
--------- ---------
Net loans $876,976 $837,821
========= =========

Net loans increased $39,155 or 4.6% between June 30, 1996 and

December 31, 1995. Overall loan growth was primarily

attributable to the consumer loan portfolio. During the first

half of 1996 and throughout 1995, WesBanco experienced steady

growth in this area as a result of offering attractive rates on

automobile loans.

WesBanco monitors the overall quality of its loan portfolio

through various methods. Underwriting policies and guidelines

have been established

107

for all types of credits and management continually monitors the

portfolio for adverse trends in delinquent and nonperforming loans.

Loans are considered impaired under FAS 114 when it is

determined that WesBanco will be unable to collect all principal

and interest due, according to the contractual terms of the

loans. Impaired loans, which include all nonperforming loans,

are as follows:

June 30, December 31,
1996 1995
--------- --------------
Nonaccrual $6,351 $5,199
Renegotiated and other 3,434 2,092
--------- --------------
Total impaired loans $9,785 $7,291
========= ==============

The average balance of impaired loans during the periods ended

June 30, 1996 and December 31, 1995, were approximately $10,635

and $6,773, respectively.

Specific allowances are allocated for impaired loans based on

the present value of expected future cash flows, or the fair

value of the collateral for loans that are collateral dependent.

Related allowances for possible loan losses on impaired loans

were $1,705 and $334 as of June 30, 1996 and December 31, 1995,

respectively.

Other real estate totaled $3,827 as of June 30, 1996, compared

to $4,137 as of December 31, 1995. Loans past due 90 days or

more was $3,037 or .3% of total loans as of June 30, 1996, as

compared to $3,006 or .4% of total loans as of December 31, 1995.

Lending by WesBanco banks is guided by written lending policies

which allow for various types of lending. Normal lending

practices do not include the acquisition of high yield non-

investment grade loans or "highly leveraged transactions" ("HLT")

from outside the primary market area.

108

Allowance for Possible Loan Losses
- ----------------------------------

Activity in the allowance for possible loan losses is summarized
as follows:

For the six months
ended June 30,
--------------------
1996 1995
------- --------
Balance, at beginning of period $12,747 $12,317
Recoveries credited to allowance 256 437
Provision for possible loan losses 1,541 844
Losses charged to allowance (1,196) (1,052)
-------- --------
Balance, at end of period $13,348 $12,546
======== ========

The provision for possible loan losses increased due to an

increase in net charge-offs and management's evaluation of the

loan portfolio. Net charge-offs increased to $940 as of June 30,

1996 from $615 as of June 30, 1995. The allowance for possible

loan losses was 1.5% of total loans as of June 30, 1996 and 1.5%

as of December 31, 1995.

Deposits:
- ---------
Total deposits increased $6,962 between June 30, 1996 and

December 31, 1995 primarily due to growth in certificates of

deposit. Customer preference for higher yielding products

coupled with competitive pricing have contributed to the steady

certificate of deposit growth. In addition, WesBanco's new

retail banking program called "Good Neighbor Banking", has

contributed to the increase in deposits. The program is designed

to build customer relationships by offering a series of pricing

bonuses, which vary according to the customer's number of

qualifying services. This relationship building is key to long

term deposit growth and customer profitability.

During the comparative period, a shift occurred in deposit mix

from demand and savings deposits, which decreased $14,042 or 2.1%, to

certificates of deposit, which increased $21,004 or 4.6%. The shift to

certificates of deposit from demand and savings deposits reflects the

customer's preference for higher-yielding products, primarily in the Good

Neighbor Banking program

109

which offers a tiered pricing structure based on account balance and

number of qualifying services.

Liquidity and Capital Resources
- -------------------------------

WesBanco manages its liquidity position to meet its funding

needs, including deposit outflows and loan principal

disbursements. WesBanco also manages its liquidity position to

meet its asset and liability management objectives.

In addition to funds provided from operations, WesBanco's

primary sources of funds are deposits, principal repayments on

loans and matured or called investment securities. Scheduled

loan repayments and maturing investment securities are relatively

predictable sources of funds. However, deposit flows and

prepayments on loans are significantly influenced by changes in

market interest rates, economic conditions, and competition.

WesBanco strives to manage the pricing of its deposits to

maintain a balance of cash flows commensurate with loan

commitments and other funding needs.

WesBanco is subject to risk-based capital guidelines that

measure capital relative to risk-adjusted assets and off-balance

sheet financial instruments. The Corporation's Tier I, total

risk-based capital and leverage ratios are well above the

required minimum levels of 4%, 8% and 3%, respectively. At June

30, 1996, all of WesBanco's affiliate banks exceeded the minimum

regulatory levels. Capital adequacy ratios are summarized as

follows:

June 30, December 31,
1996 1995
-------- ------------
Capital Ratios:
Primary capital 13.2% 13.2%
Tier 1 capital 17.5% 18.7%
Total risk-based capital 18.8% 20.0%
Leverage 12.6% 12.4%

110

As previosly announced in August 1995, WesBanco's Board of Directors

approved a $10,000 stock repurchase program. As of April 16, 1996,

approximately $1,667 of this amount was used to purchase Treasury shares.

At the June 1996 Board of Directors' meeting, the stock repurchase plan was

rescinded. There have been no shares purchased under this plan since

April 16, 1996.

Comparison of the six months ended June 30, 1996 and 1995
---------------------------------------------------------
Earnings Summary
----------------

Net income for the six months ended June 30, 1996 was $9,888, a

5% increase over the same period in 1995. Earnings per share of

common stock for the six months ended June 30, 1996 and 1995 were

$1.17 and $1.10 respectively. Net income increased primarily due

to an increase in net interest income, a decrease in overhead

expenses and an increase in trust fees for the six months ended

June 30, 1996 as compared to the same period in 1995.

Return on average assets was 1.43% and 1.41% for the six months

ended June 30, 1996 and 1995, respectively. Return on average

equity was 11.57% compared to 11.72% for the six months ended

June 30, 1996 and 1995, respectively.

Net Interest Income
- -------------------

Net interest income before the provision for possible loan

losses, for the six months ended June 30, 1996 increased $1,172

or 4.2% over the same period for 1995. The increase resulted

from an increase in the net tax equivalent yield combined with

volume growth in both average earning assets of $33,521 and

interest bearing liabilities of $38,670. The growth in average

earning assets was comprised primarily of an increase in loans.

As interest rates generally declined during 1995, lower rates on

mortgage and consumer loan products contributed to a 9.1%

increase in average loans. During the six

111

months ended June 30, 1996, most banks' primary lending rates averaged

8.3% compared to 8.9% for the corresponding period in 1995. Average

interest bearing liabilities increased primarily due to growth in

certificates of deposit and repurchase agreements.

Net tax equivalent yield on average earning assets increased to

4.8% from 4.7% for the six months ended June 30, 1996. The

increase in the net yield was due to a shift in the mix of assets from

investment securities to higher-yielding loans as well as a reduction of

interest rates on demand and savings products in January 1996.

Interest Income
- ---------------

Total interest income increased $2,081 or 4.3% between the six

month periods ended June 30, 1996 and 1995. Interest and fees on

loans increased $3,265 or 9.5% primarily due to both an increase

in the average rates earned and the average balance of loans

outstanding. Average rates earned on loans increased

approximately .03% and average loan balances increased by

approximately $71,192 or 9.2%. Interest on taxable investments

decreased $842 or 8.8%. The decline was due to a decrease in the

average outstanding balance of approximately $35,313, partially

offset by an increase in the average yield of .12% between the

six month periods ending June 30, 1996 and 1995. The decrease in

taxable investments resulted from the funding of excess loan

demand with scheduled investment maturities. Interest earned on

nontaxable investments remained relatively stable. Increases in

the average balance of this type of investment approximated

$8,698 while the average yield declined .3%.

Interest Expense
- ----------------

Total interest expense increased $909 or 4.5% between the six

month periods ended June 30, 1996 and 1995. Interest expense on

deposits increased

112

$612 or 3.3% during the comparative period as the average rate on

interest-bearing deposits increased to 4.0% from 3.9% and average

interest-bearing deposit balances increased by approximately $20,990.

The increase in average interest-bearing deposit balances resulted from

growth in certificates of deposit of $38,182. Customers were attracted to

the higher-yielding certificate of deposit products and the introduction of

the Good Neighbor Banking Program in the fourth quarter of 1995. Interest

expense on certificates of deposit increased $1,756 or 15.9% reflecting the

growth in average balances. Interest expense on interest bearing demand

deposits decreased $592 or 16.4% primarily due to a decrease in the average

balances of approximately $4,002 and a decrease in the average rates of .4%.

Interest on savings accounts decreased $552 or 13.4% primarily

due to a decrease in the average balances of $13,190 combined

with a .26% average rate decrease. Interest on other borrowings,

which consists primarily of repurchase agreements, increased $297

or 20.1% due to an increase in average balances outstanding of

$17,680. Rates paid on repurchase agreements closely follow the

direction of interest rates in the federal funds market.

Other Income
- ------------

Other income increased $21 or .3%. Trust fee income increased

$367 primarily due to increases in the market values and new

trust business during the first six months of 1996. The market

value of trust assets approximated $1,465,377 as of June 30,

1996, an increase of $256,240 or 21% over June 30, 1995.

Service charges and other income decreased $61 between the six

month periods ended June 30, 1996 and 1995. Net securities

transaction gains decreased $285 between the six months ended

June 30, 1996 and 1995. In 1995, the Corporation recognized

security gains of approximately $279, resulting

113

from a decision to divest an equity position which no longer had a strategic

value.

Other Expenses
- --------------

Total other expenses decreased $297 or 1.5%. Salaries and

employee benefits decreased $124 during this period primarily due

to a reduction in average full time equivalent employees. The

reduction in employees can be attributed to internal bank

consolidations which have reduced the number of affiliate banks to 6 from

13 during the past two years. A decrease in pension expense during the

comparative period contributed further to the decrease in this category.

Premise and equipment expense increased $298 or 13% due to technological

advancements, including a local area network, designed to enhance customer

service. Other operating expenses decreased $471 or 7% primarily due to a

reduction in FDIC insurance expense of $1,248. However, the decrease was

partially offset by expenses totalling $255 in an asset

classified as real estate held for resale.

Income Taxes
- ------------

A reconciliation of the average federal statutory tax rate to

the reported effective tax rate attributable to income from

operations follows:

For the six months
ended June 30,
-------------------
1996 1995
----------- -----------
Federal statutory tax rate $4,920 35% $4,642 35%
Tax-exempt interest income from
securities of states and political
subdivisions (1,152) (8) (1,135) (9)
State income tax - net of federal
tax effect 418 3 380 3
All other - net (16) 0 (37) 0
----------- -----------
Effective tax rate $4,170 30% $3,850 29%
=========== ===========

114

Comparison of the three months ended June 30, 1996 and 1995
- -----------------------------------------------------------

Total interest income increased $745 or 3% between the three

month periods ending June 30, 1996 and 1995. Interest and fees

on loans increased $1,285 due to an increase in the average

volume of loans outstanding, partially offset by a decrease in

the average rate. Interest on U.S. Treasury and Agencies

decreased $344. Average balances decreased, while average rates

increased slightly. Interest on investments in states and

political subdivisions increased $46 primarily due to an increase

in average balances. Other interest income, primarily interest

on fed funds sold, decreased $242 due to a decrease in the average

balance outstanding and a decrease in average rates.

Total interest expense increased $211 between the three month

periods ending June 30, 1996 and 1995. Interest paid on deposits

increased $69 due to an increase in the average interest bearing

deposit balances outstanding of approximately $21,463, partially

offset by a decrease in the average rates paid on deposits.

Interest on other borrowings increased $142 for the three months

ended June 30, 1996 and 1995, primarily due to an increase in the

average volume of repurchase agreements of approximately $11,770.

Total other income decreased by $76 primarily due to a decrease

in net security gain transactions of $265. Trust fees increased

by $191 during the comparative period.

Total other expense decreased by $73. Salaries and employee

benefits decreased $45 primarily due to a reduction in full time

equivalent employees coupled with a decrease in pension expense.

Premises and equipment expense increased $162 due to continued

technological costs. Other operating expenses decreased by $190

primarily due to a reduction in FDIC insurance expense.

115

VANDALIA NATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
- ---------------------------------------------------------------------------

June 30, December 31,
1996 1995
---------- -------------
ASSETS (Unaudited)

Cash and due from banks $ 1,236,319 $ 1,590,965

Interest bearing deposits with other
banks 1,127,402 1,393,834

Securities available for sale 8,004,852 9,687,553

Securities held to maturity -
estimated market value
1996, $636,477 and 1995, $573,371 850,000 850,000

Loans, net of allowance for loan
losses 1996, $684,502 and
1995, $475,688 44,958,054 42,786,190

Bank premises and equipment - net 1,216,825 1,281,020

Accrued interest receivable and
other assets 865,995 640,789
------------ ------------
TOTAL ASSETS $ 58,259,447 $ 58,230,351
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Deposits
Demand, non-interest bearing $ 6,884,445 $ 6,720,403
NOW and money market 46,325,632 45,524,209
------------ ------------
Total deposits 53,210,077 52,244,612

Securities sold under agreements to
repurchase 550,000 550,000
Other borrowings 0 1,000,000
Other liabilities 246,034 160,182
------------ -----------
TOTAL LIABILITIES 54,006,111 53,954,794
------------ -----------
STOCKHOLDERS' EQUITY
Common stock - $ 1.00 par value;
authorized 1,000,000 shares
issued and outstanding 1996
and 1995, 282,994 282,994 282,994
Surplus 4,142,683 4,142,683
Retained earnings (deficit) 2,457 (97,097)
Net unrealized gain (loss)
on securities (174,798) (53,023)
------------ ----------

TOTAL STOCKHOLDERS' EQUITY 4,253,336 4,275,557
------------ ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 58,259,447 $ 58,230,351
============ ============

See Notes to Consolidated Finanacial Statements.

116

VANDALIA NATIONAL CORPORATION
STATEMENTS OF INCOME (UNAUDITED)
- ----------------------------------------------------------------------------

Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------

Interest income
Interest and fees on loans $ 1,112,171 $ 1,006,135 $ 2,158,720 $ 1,922,690
Interest on investment
securities
Taxable 129,072 191,887 268,880 385,557
Exempt from federal
income tax 0 0 0 0
Interest on federal
funds sold 8,762 26,611 30,309 42,994
----------- ---------- ----------- ----------
Total interest income 1,250,005 1,224,633 2,457,909 2,351,241

Interest expense
Interest on deposits 582,354 592,464 1,155,612 1,110,091
Interest on securities sold
under agreement to repurchase 7,884 5,755 16,147 12,175
Interest on other borrowings 1,478 12,017 8,194 24,335
--------- --------- --------- ---------

Total interest expense 591,716 610,236 1,179,953 1,146,601
--------- --------- --------- ---------

Net interest income 658,289 614,397 1,277,956 1,204,640

Provision for loan losses 45,000 36,000 345,000 63,000
--------- --------- --------- ---------
Net interest income after
provision for loan losses 613,289 578,397 932,956 1,141,640

Other Operating income
Service charges on deposit
accounts 71,304 55,150 154,220 117,553
Realized security gains (losses) 0 (8,355) (3,018) (8,355)
Other operating income 22,633 21,335 36,163 28,480
--------- --------- --------- --------

Total operating income 93,937 68,130 187,365 137,678

Other Operating expenses
Salaries and employee
benefits 270,012 281,302 528,355 556,803
Net Occupancy expense 33,623 30,046 68,188 66,049
Equipment rentals, depreci-
ation, and maintenance 59,773 68,844 115,357 133,147
Other expenses 174,382 153,772 318,866 318,851
---------- ---------- ---------- ----------

Total operating expenses 537,790 533,964 1,030,766 1,074,850
---------- ---------- ---------- ----------

Income before income taxes 169,436 112,563 89,555 204,468
Income tax expense (benefit) 80,000 30,316 (10,000) 54,972
---------- ---------- ---------- ---------

NET INCOME $ 89,436 $ 82,247 $ 99,555 $ 149,496
========== ========== ========== =========

Earnings per common share $ 0.31 $ 0.29 $ 0.35 $ 0.53
========== ========== ========== ========

See Notes to Consolidated Financial Statements.
117

VANDALIA NATIONAL CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
Six months ended June 31, 1996 and 1995
- -----------------------------------------------------------------------------

Net unrealized
Common Undivided gain (loss)
Stock Surplus Profits on securities Total
--------- ---------- --------- ---------- ----------

Balance at January 1, 1996 $ 282,994 $4,142,683 $(97,097) $ (53,024) $4,275,556
Change in unrealized
gain/(loss) on securities (121,775) (121,775)
Net income 99,555 99,555
--------- ---------- --------- ---------- ----------

Balance at June 30, 1996 $ 282,994 $4,142,683 $ 2,458 $(174,799) $4,253,336
========= ========== ========= ========== ==========

Net unrealized
Common Undivided gain (loss)
Stock Surplus Profits on securities Total
--------- ---------- --------- ---------- ----------
Balance at January 1, 1995 $ 282,994 $4,142,683 $(441,174) $(606,536) $3,377,967
Change in unrealized
gain/(loss) on securities 412,159 412,159
Net income 149,496 149,496
--------- ---------- ---------- ---------- ----------

Balance at June 30, 1995 $ 282,994 $4,142,683 $(291,678) $(194,377) $3,939,622
========= ========== ========== ========== ==========

See Notes to Consolidated Financial Statements.

118

VANDALIA NATIONAL CORPORATION
STATEMENT OF CASH FLOWS (UNAUDITED)
Six Months Ended
- -----------------------------------------------------------------------
June 30,
-----------------------
1996 1995
------- --------
Cash flows from operating activities:
Net income $ 99,555 $149,496
Adjustments to reconcile net income
to net cash provided by operating
activities
Depreciation 77,663 102,410
Provision for loan losses 345,000 63,000
Net amortization and accretion 12,561 4,980
Loss on sale of investment
securities 3,018 8,355
Deferred income taxes (benefit) (139,950) 13,713
Amortization of organization costs - 6,428
Increase in accrued interest
receivable and other assets (5,437) (26,067)
Increase in accrued expenses and
other liabilities 85,852 46,885
--------- --------
Total adjustments 378,707 219,704
--------- --------
Net cash provided by
operating activities 478,262 369,200
--------- --------

Cash flows from investing activities:
Purchase of investment available for sale (1,043,650) (2,041,716)
Proceeds from sales and maturity of
investment securities available for sale 2,509,178 1,933,012
Net increase in loans (2,516,864) (4,573,584)
Purchases of premises and equipment (13,468) (19,267)
(Purchase of) proceeds from interest
bearing deposits with other banks 266,432 (855,297)
---------- ----------

Net cash used by investing activities (798,372) (5,556,852)
---------- ----------
Cash flows from financing activities:
Net increase in certificates of deposit 1,229,297 5,584,983
Net decrease in deposits other tha time (263,833) (114,746)
Principal payments on other borrowings (1,000,000) (73,000)

Net cash provided (used) by
financing activities (34,536) 5,397,237
----------- ----------
Net increase (decrease) in cash
and cash equivalents (354,646) 209,585

Cash and cash equivalents at beginning of
period 1,590,965 1,201,865
----------- -----------
Cash and cash equivalents at end of period $ 1,236,319 $ 1,411,450
=========== ============

Supplemental disclosures of cash flow information:
Cash paid during the six months ended June 30 for:

Interest $ 1,190,193 $ 1,139,322
Income taxes 44,000 -

The accompanying notes are an integral part of these statements.

119

Vandalia National Corporation
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
June 30, 1996 and 1995

NOTE 1 - Basis of Presentation

These interim financial statements should be read in conjunction with the
annual financial statements of Vandalia National Corporation and the
accompanying footnotes. In the opinion of management, the unaudited interim
financial statements include all adjustments (consisting of only normal
recurring adjustments) necessary for the fair presentation of the accompanying
statement condition as of June 30, 1996 and the related statements of income,
changes in stockholders' equity and cash flows for the six months ended June
30, 1996 and 1995. The results of the six months ended June 30, 1996 and 1995
are not necessarily indicative of the results to be expected for the entire
year.

The accompanying consolidated financial statements include the accounts of
Vandalia Corporation, and its subsidiary, the National Bank of West Virginia.
All significant intercompany accounts and transaction have been eliminated
in consolidation.

NOTE B - ALLOWANCE FOR LOAN LOSSES

Transactions in the allowance for loan losses for the six months ended June 30,
are summarized as follows:
1996 1995
--------- --------
Balance at January 1 $475,688 $449,559
Loans written off (149,597) (56,000)
Loans recovered 13,411 7,415
Provision for loan losses 345,000 63,000
--------- --------
Balance at June 30 $684,502 $463,974
========= ========

120

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
Vandalia National Corporation and Subsidiary
Morgantown, West Virginia

We have audited the accompanying consolidated balance sheets
of Vandalia National Corporation and subsidiary as of December
31, 1995 and 1994, and the related consolidated statements of
income, shareholders' equity and cash flows for the years ended
December 31, 1995, 1994 and 1993. These consolidated financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we
plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the
financial position of Vandalia National Corporation and
subsidiary at December 31, 1995 and 1994, and the results of
their operations and cash flows for the years ended December 31,
1995, 1994 and 1993, in conformity with generally accepted
accounting principles.

As more fully described in Notes 2 and 8 to the consolidated
financial statements, the Company changed its methods of
accounting for income taxes in 1993 and for securities in 1994 to
comply with the requirements of new accounting pronouncements.

ARNETT & FOSTER

Charleston, West Virginia
January 19, 1996

121

VANDALIA NATIONAL CORPORATION
AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS
December 31, 1995 and 1994

1995 1994
---- ----
ASSETS

Cash and due from banks 1,590,965 1,201,865
Interest bearing deposits with other banks 1,393,834 364,091
Securities available for sale 9,687,553 9,004,554
Securities held to maturity (estimated fair
value 1995, $573,371; 1994, $2,393,459) 850,000 2,761,989
Loans, less allowance for loan losses of
$475,688 and $449,559, respectively 42,786,190 35,409,705
Bank premises and equipment, net 1,281,020 1,432,205
Accrued interest receivable 382,975 348,930
Other assets 257,814 704,715
----------- -----------
Total assets $58,230,351 $51,228,054
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities
Deposits:
Non interest bearing $ 6,720,403 $ 5,170,243
Interest bearing 45,524,209 40,918,810
----------- -----------
Total deposits 52,244,612 46,089,053

Securities sold under agreements
to repurchase 550,000 623,000
Other borrowings 1,000,000 1,000,000
Other liabilities 160,182 138,034
---------- ----------
Total liabilities 53,954,794 47,850,087
---------- ----------
Commitments and Contingencies

Shareholders' Equity
Common stock, par value $1.00,
authorized 1,000,000 shares,
issued and outstanding in
1995 and 1994 282,994 282,994 282,994
Capital surplus 4,142,683 4,142,683
Retained earnings (deficit) (97,097) (441,174)
Net unrealized gain (loss) on securities (53,023) (606,536)
---------- ----------
Total shareholders' equity 4,275,557 3,377,967
---------- ----------
Total liabilities and
shareholders' equity $58,230,351 $51,228,054
=========== ===========

See Notes to Consolidated Financial Statements

122

VANDALIA NATIONAL CORPORATION
AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME
For the Years Ended December 31, 1995, 1994 and 1993

1995 1994 1993
---------- ---------- ----------

Interest income:
Interest and fees on loans $4,073,290 $3,180,421 $2,884,660
Interest and dividends on investment
securities:
Taxable 818,423 747,202 648,520
Tax-exempt --- 630 187
Other interest income --- --- 29
---------- ---------- ----------
Total interest income 4,891,713 3,928,253 3,533,396
---------- ---------- ----------
Interest expense:
Interest on deposits 2,310,218 1,697,635 1,672,328
Interest on other borrowings 76,590 122,982 105,190
---------- ---------- ----------
Total interest expense 2,386,808 1,820,617 1,777,518

Net interest income 2,504,905 2,107,636 1,755,878
Provision for loan losses 123,000 62,000 556,000
---------- ---------- ----------
Net interest income after
provision for loan losses 2,381,905 2,045,636 1,199,878
---------- ---------- ----------
Other income:
Service charges and fees 250,806 175,168 133,220
Securities gain (losses) (27,557) (6,594) 66,015
Other income 56,091 45,488 46,322
---------- ---------- ----------
279,340 214,062 245,557

Other expenses:
Salaries and employee benefits 1,072,380 940,264 684,167
Net occupancy expense 135,072 119,110 105,449
Equipment rentals, depreciation and
maintenance 273,344 239,375 192,040
Federal Deposit Insurance Corporation
premiums 67,451 100,368 81,352
ATM expense 73,122 54,246 30,691
Advertising 57,314 93,165 74,943
Other expenses 483,742 508,996 333,211
--------- --------- ---------
2,162,425 2,055,524 1,501,853

Net income (loss) before income tax expense
and cumulative effect of change in
accounting principle 498,820 204,174 (56,418)
Income tax expense (benefit) 154,743 63,201 (79,112)
--------- --------- ---------
Income (loss) before cumulative effect of
change in accounting principle 344,077 140,973 22,694
Cumulative effect of change in
accounting for income taxes --- --- 170,150
---------- --------- ---------
Net income $ 344,077 $ 140,973 $ 192,844
========== ========= =========

(Continued)

123

CONSOLIDATED STATEMENTS OF INCOME - Continued
For the Years Ended December 31, 1995, 1994 and 1993

1995 1994 1993
Earnings per common share: ---- ---- ----
Earnings per common share before
cumulative effect of change in
accounting principle $ 1.22 $ .50 $ .08

Cumulative effect of change in
accounting for income taxes --- --- .60
--------- -------- --------
Earnings per common share $ 1.22 $ .50 $ .68
========= ======== ========
Average common shares outstanding 282,994 282,991 282,930
========= ======== ========

See Notes to Consolidated Financial Statements

124

VANDALIA NATIONAL CORPORATION
AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the Years Ended December 31, 1995, 1994 and 1993

Net
Unrealized
Retained Gain Total
Common Stock Capital Earnings (Loss) on Shareholders'
Shares Amount Surplus (Deficit) Securities Equity
------ ------ ------- --------- ---------- -------------

Balance, December 31, 1992 282,643 $282,643 $4,139,534 $(774,655) --- $3,647,522
Sale of 313 shares of
common stock 313 313 2,687 --- --- 3,000
Net income --- --- --- 192,844 --- 192,844
------- -------- ---------- --------- ------- -----------
Balance, December 31, 1993 282,956 282,956 4,142,221 (581,811) --- 3,843,366
Sale of 38 shares of
common stock 38 38 462 --- --- 500
Cash payment on fractional
shares resulting from
stock dividend --- --- --- (336) --- (366)
Net unrealized gain (loss)
on securities upon adoption
of SFAS 115 --- --- --- --- 51,399 51,399
Change in unrealized gain
(loss) on securities --- --- --- --- (657,935) (657,935)
Net income --- --- --- 140,973 --- 140,973
------- ------- ---------- --------- --------- -----------
Balance, December 31, 1994 282,994 282,994 4,142,686 (441,174) (606,536) 3,377,967
Change in unrealized gain
(loss) on securities --- --- --- --- 553,513 553,513
Net income --- --- --- 344,077 --- 344,077
-------- -------- ---------- -------- --------- ----------
Balance, December 31, 1995 $282,994 $282,994 $4,142,683 $(97,097) $(53,023) $4,275,557
======== ======== ========== ========= ========= ==========

See Notes to Consolidated Financial Statements

125

VANDALIA NATIONAL CORPORATION
AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1995, 1994 and 1993

1995 1994 1993
---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $344,077 $140,973 $192,844
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Cumulative effect of change in
accounting for income taxes --- --- (170,150)
Provision for loan losses 123,000 62,000 556,000
Deferred income tax expense (benefit) 63,220 63,201 (79,112)
Depreciation 200,798 171,882 138,861
Amortization of premium and accretion of
discount (net) on securities and interest
bearing deposits with other banks 14,281 (3,667) 44,304
Amortization of organization costs 10,714 12,856 12,826
Loans purchased for resale (7,868,013) (10,939,420) (24,377,555)
Proceeds from the sale of loans 7,072,784 13,302,006 20,704,252
Gain (loss) on sales of securities 27,557 6,594 (66,015)
(Increase) decrease in other assets 43,704 (41,546) 49,556
(Increase) decrease in accrued interest
receivable (34,045) (72,506) (34,275)
Increase (decrease) in other
liabilities 22,148 16,484 20,277
---------- ---------- ----------
Net cash provided by (used in)
operating activities 20,225 2,718,857 (3,008,187)
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of securities held to
maturity --- (489,983) (12,180,800)
Purchase of securities available for
sale (2,046,366) (4,295,000) ---
Proceeds from maturities of securities
held to maturity --- 800,000 2,000,000
Proceeds from sales of securities
available for sale 3,090,699 1,989,053 4,063,766
Proceeds from maturities of securities
available for sale 1,000,000 --- ---
Principal payments received on
securities 56,802 420,789 1,809,680
(Purchase of) proceeds from interest bear-
ing deposits with other banks, net (1,029,743) (121,546) 1,303,132
Loans made to customers, net (6,735,463) (3,683,753) (1,940,873)
Proceeds from sales of certificate of
deposit --- 211,100 ---
Purchases of premises and equipment (49,613) (489,006) (249,358)
---------- ---------- ----------
Net cash (used in) investing
activities (5,713,684) (5,658,346) (5,194,453)

(Continued)

126

CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
For the years Ended December 31, 1995, 1994 and 1993

1995 1994 1993
---- ---- ----
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in demand deposits, NOW
accounts and savings accounts 3,034,312 141,370 4,730,013
Proceeds from sales of (payments for
matured) time deposits, net 3,121,247 5,805,332 169,467
Proceeds from exercise of stock warrants
1994 38 shares, 1993 313 shares --- 500 3,000
Proceeds from (payments for) securities
sold under agreements to repurchase,
net (73,000) 73,000 550,000
Proceeds from other borrowings --- --- 2,900,000
Principal payments on other borrowings --- (2,900,000) ---
Payments on fractional shares resulting
from 25% stock dividend --- (336) ---
---------- ---------- ---------
Net cash provided by financing
activities 6,082,559 3,119,866 8,352,480
---------- ---------- ----------
Increase (decrease) in cash and due
from banks 389,100 180,377 149,840

Cash and due from banks:
Beginning 1,201,865 1,021,488 871,648
---------- ---------- ----------
Ending $1,590,965 $1,201,865 $1,021,488
========== =========== =========
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash payments for:
Interest on deposits $2,299,442 $1,676,714 $1,665,035
========== ========== ==========
Interest on long term debt $ 48,800 $ 103,486 $ 96,451
========== ========== ==========
Interest on repurchase
agreements $ 27,790 $ 25,146 $ ---
========== ========== ==========
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES
Other repossessed assets acquired
in settlement of loans $ 31,207 $ 25,702 $ 26,435
========== ========== ==========

See Notes to Consolidated Financial Statements

127

VANDALIA NATIONAL CORPORATION
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Significant Accounting Policies

The accounting and reporting policies of Vandalia National
Corporation and its subsidiary, conform to generally accepted
accounting principles and to general practices within the banking
industry. The preparation of financial statements in conformity
with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those
estimates. The following is a summary of the Company's more
significant accounting policies.

Principles of consolidation: The accompanying consolidated
- ----------------------------
financial statements include the accounts of Vandalia National
Corporation, and its subsidiary, the National Bank of West
Virginia. All significant intercompany accounts and transactions
have been eliminated in consolidation.

Presentation of cash flows: For purposes of reporting cash
- ---------------------------
flows, cash and due from banks includes cash on hand and amounts
due from banks (including cash items in process of clearing).
Cash flows from demand deposits, NOW accounts, savings accounts
and Federal funds purchased and sold are reported net since their
original maturities are less than three months. Cash flows from
loans and certificates of deposits and other time deposits are
reported net.

Securities: Effective January 1, 1994, the Bank adopted
- -----------
Statement of Financial Accounting Standards No. 115, "Accounting
for Certain Investments in Debt and Equity Securities" (SFAS
No. 115). Under SFAS No. 115, securities are classified as "held
to maturity", "available for sale" or "trading." The appropriate
classification is determined at the time of purchase of each
security and re-evaluated at each reporting date. (Note 2)

Securities held to maturity - Debt securities for which the
---------------------------
Bank has the positive intent and ability to hold to maturity
are reported at cost, adjusted for amortization of premiums
and accretion of discounts.

Securities available for sale - Securities not classified as
-----------------------------
"held to maturity" or as "trading" are classified as
"available for sale." Securities classified as "available
for sale" are those securities the Bank intends to hold for
an indefinite period of time, but not necessarily to
maturity. "Available for sale" securities are reported at
estimated fair value, net of unrealized gains or losses,
which are adjusted for applicable income taxes, and reported
as a separate component of shareholders' equity.

128

Trading securities - There are no securities classified as
------------------
"trading" in the accompanying financial statements.

Realized gains and losses on sales of securities are recognized
on the specific identification method. Amortization of premiums
and accretion of discounts are computed using the interest
method.

Loans and allowance for loan losses: Loans are stated at the
- ------------------------------------
amount of unpaid principal reduced by an allowance for loan
losses.

Interest income on loans is accrued and credited to operations
using methods that approximate a level yield on principal amounts
outstanding.

As more fully discussed in Note 3, the subsidiary bank purchases
certain single family mortgage loans for resale to another large
financial institution. The sales price of these loans equals the
balance of unpaid principal plus any accrued interest at the time
of sale, and it is generally set at the date of purchase.
Accordingly, no provision for declines in the market value of
these loans is considered to be necessary.

The allowance for loan losses is maintained at a level considered
adequate to provide for losses that can be reasonably
anticipated. The allowance is increased by provisions charged to
operating expense and reduced by net charge-offs. The Bank makes
continuous credit reviews of the loan portfolio and considers
current economic conditions, historical loan loss experience from
peer groups, review of specific problem loans and other factors
in determining the adequacy of the allowance for loan losses.
Loans are charged against the allowance for loan losses when
management believes that collectibility is unlikely.

In 1995, the Company adopted Statements of Financial Accounting
Standards Nos. 114 and 118 (SFAS Nos. 114 and 118) "Accounting by
Creditors for Impairment of a Loan" and "Accounting by Creditors
for Impairment of a Loan - Income Recognition and Disclosure",
respectively. Under SFAS Nos. 114 and 118, a loan is impaired
when, based on current information and events, it is probable
that the Company will be unable to collect all amounts due in
accordance with the contractual terms of the specific loan
agreement. Impaired loans, other than certain large groups of
smaller-balance homogeneous loans that are collectively evaluated
for impairment, are required to be reported at the present value
of expected future cash flows discounted using the loan's
original effective interest rate or, alternatively, at the loan's
observable market price, or at the fair value of the loan's
collateral if the loan is collateral dependent. The method
selected to measure impairment is made on a loan-by-loan basis,
unless foreclosure is deemed to be probable, in which case the
fair value of the collateral method is used.

129

Generally, after management's evaluation, loans are placed on non-
accrual status when principal or interest is greater than 90 days
past due based upon the loan's contractual terms. Interest is
accrued daily on impaired loans unless the loan is placed on non-
accrual status. Impaired loans are placed on non-accrual status
when the payments of principal and interest are in default for a
period of 90 days, unless the loan is both well-secured and in
the process of collection. Interest on non-accrual loans is
recognized primarily using the cost-recovering method. The
implementation of the requirements of SFAS No. 114 and 118 did
not have a significant impact on the accompanying financial
statements.

Certain loan fees and direct loan costs are recognized as income
or expense when incurred. Whereas, Statement Number 91 of the
Financial Accounting Standards Board requires that such fees and
costs be deferred and amortized as adjustments to the subsidiary
Bank's related loan's yield over the contractual life of the
loan. This method of recognition of loan fees and direct loan
costs produces results that are not materially different from
those that would be recognized had Statement Number 91 been
adopted.

Bank premises and equipment: Bank premises and equipment are
- ----------------------------
stated at cost less accumulated depreciation. Depreciation is
computed using the straight-line method for bank premises and
equipment over the estimated useful lives of the assets. Repairs
and maintenance expenditures are charged to operating expenses as
incurred. Major improvements and additions to premises and
equipment are capitalized.

Organization costs: Organization costs, which are insignificant,
- -------------------
are being amortized on a straight-line basis over a period of
five years.

Income taxes: The consolidated provision for income taxes
- -------------
includes Federal and state income taxes and is based on pretax
income reported in the consolidated financial statements,
adjusted for transactions that may never enter into the
computation of income taxes payable. Deferred tax assets and
liabilities are determined based on differences between the
financial statement and tax bases of assets and liabilities that
will result in taxable or deductible amounts in the future based
on enacted tax laws and rates applicable to the periods in which
the differences are expected to affect taxable income. Deferred
tax assets and liabilities are adjusted for the effects of
changes in tax laws and rates on the date of enactment.

Valuation allowances are established when deemed necessary to
reduce deferred tax assets to the amount expected to be realized.

Earnings per share: The earnings per share amount is based on
- -------------------
the weighted average number of shares outstanding of 282,994,
282,991 and 282,930 for 1995, 1994 and 1993, respectively.

130

NOTE 2. Securities

During 1995, concurrent with the adoption of the Special Report "A Guide to
Implementation of Statement 115 on Accounting for Certain Investments in Debt
and Equity Securities" issued by the Financial Accounting Standards Board, the
subsidiary bank reassessed the classifications of its securities and
transferred securities with an amortized cost of $1,952,253 and estimated fair
value of $1,916,587 from the held to maturity category to the available for
sale category. Accordingly, shareholders' equity was increased $24,966, net of
deferred income taxes of $10,700, to reflect the net unrealized holding gain on
such securities. This reclassification did not have an impact on the
accompanying consolidated statements of income.

In connection with the adoption of SFAS No. 115, certain securities totaling
$10,042,398 (at amortized cost) were classified as available for sale.
Accordingly, shareholders' equity at January 1, 1994, was increased by $51,399,
net of applicable income taxes of $15,353, to reflect the net unrealized
holding gains of such securities. The adoption of SFAS No. 115 had no
significant impact on the accompanying statements of income.

The amortized cost, unrealized gains, unrealized losses and estimated fair
values of securities at December 31, 1995 and 1994, are summarized as follows:

1995
-------------------------------------------------
Carrying
Value Estimated
(Amortized Unrealized Fair
Cost) Gains Losses Value
----------- --------- -------- ----------

Held to maturity:
U.S. Government agencies
and corporations $ 850,000 $ --- $ 276,629 $ 573,371
========== ========== ========== ==========

Available for sale:
U.S. Treasury Securities $1,104,939 $ 3,665 $ 3,863 $1,104,741
U.S. Government agencies
and corporations 6,079,217 14,096 22,672 6,070,641
Mortgage-backed securities-
U.S. Government agencies
and corporations 2,301,835 --- 71,564 2,230,271

Federal Reserve Bank Stock 120,000 --- --- 120,000
Federal Home Loan Bank Stock 161,900 --- --- 161,900
--------- --------- ---------- ---------
Total $9,767,891 $ 17,761 $ 98,099 $9,687,553
========== ========= ========== =========

131

1994
-------------------------------------------------
Carrying
Value Estimated
(Amortized Unrealized Fair
Cost) Gains Losses Value
----------- --------- -------- ----------

Held to maturity:
U.S. Treasury Securities $1,088,921 $ --- $ 35,713 $1,053,208
U.S. Government agencies
and corporations 1,673,068 --- 332,871 1,340,251
---------- ---------- --------- ----------
Total $2,761,989 $ --- $ 368,530 $2,393,459
========== ========== ========= ==========

Available for sale:
U.S. Government agencies
and corporations $6,914,521 $ --- $ 524,075 $6,390,446
Mortgage-backed securities-U.S.
Government agencies and
corporations 2,760,131 --- 422,123 2,338,008
Federal Reserve Bank Stock 110,900 --- --- 110,900
Federal Home Loan Bank stock 165,200 --- --- 165,200
---------- ---------- --------- ----------
Total $9,950,752 $ --- $ 946,198 $9,004,554
========== ========== ========= ==========

Mortgage-backed obligations of U. S. Government agencies and corporations are
included in securities at December 31, 1995 and 1994, respectively. These
obligations having contractual maturities ranging from 2 to 28 years are
reflected in the following maturity distribution schedule based on their
anticipated average life to maturity, which ranges from 1 to 16 years.
Accordingly, discounts are accreted and premiums are amortized over the
anticipated average life to maturity of the specific obligation.

The maturities, amortized cost and estimated fair values of securities at
December 31, 1995 are summarized as follows:

Held to Maturity Available for Sale
------------------- -------------------
Carrying
Carrying Value
Value Estimated (Estimated
(Amortized Fair Amortized Fair
Cost) Value Cost Value)
---------- ---------- ---------- ---------
Due within 1 year $ --- $ --- $1,955,555 $1,949,089
Due after 1 but within 5 years --- --- 4,857,232 4,827,065
Due after 5 but within 10 years 850,000 573,371 2,594,657 2,559,202
Due after 10 years --- --- 360,447 352,197
---------- ---------- ---------- -----------
Total $ 850,000 $ 573,371 $9,767,891 $9,687,553
========== ========== ========== ==========

132

The proceeds from sales and maturities of securities, principal payments
received on mortgage backed obligations, and the related gross gains and
losses realized are as follows:

For the Proceeds From Gross
Year Ended ------------------------------------ ------------------
December 31, Principal Gains Losses
Sales Maturities Payments Realized Realized
1995 ---------- ---------- ---------- -------- --------
Securities held to
maturity $ --- $ --- $ --- $ --- $ ---
Securities available
for sale 3,090,699 1,000,000 56,802 $ 1,231 $ 28,788
---------- ---------- --------- -------- --------
Total $3,090,699 $1,000,000 $ 56,802 $ 1,231 $ 28,788
========== ========== ========== ======== ========

1994
Securities held to
maturity $ --- $ 800,000 $ --- $ --- $ ---
Securities available
for sale 1,989,053 --- 420,789 7,570 14,164
---------- ---------- ---------- -------- --------
Total $1,989,053 $ 800,000 $ 420,789 $ 7,570 $ 14,164
========== ========== ========== ======== ========

1993 $4,063,766 $2,000,000 $1,809,680 $ 69,709 $ 3,694
========== ========== ========== ======== ========

During 1994, securities with an amortized cost of $1,963,886
and an estimated fair value of $1,909,554 were transferred
from securities available for sale to securities held to
maturity. In accordance with generally accepted accounting
principles, the securities were transferred at their
estimated fair value on the date of transfer. The fair
value adjustment totaling $54,332 on these securities at the
date of transfer is amortized to the maturities of the
specific instruments using the interest method. The
remaining unamortized fair value adjustment on the date of
transfer, $48,117 is included in net unrealized losses on
securities in shareholders' equity in the accompanying
consolidated financial statement at December 31, 1994.

At December 31, 1995 and 1994, securities carried at
$2,250,000 and $2,560,112, respectively, with estimated fair
values of $2,139,436 and $2,241,931, respectively, were
pledged to secure public deposits, and for other purposes
required or permitted by law.

133

NOTE 3. Loans

Loans are summarized as follows:

1995 1994
----------- -----------
Commercial, financial and agricultural $15,996,630 $13,231,666
Real estate - construction 2,336,588 2,708,299
Real estate - mortgage 17,553,880 14,404,752
Installment loans 5,514,196 4,627,325
Loans held for resale 949,329 154,100
Other 911,255 733,122
----------- -----------
Total loans 43,261,878 35,859,264
Less allowance for loan losses (475,688) (449,559)
----------- -----------
Loans, net $42,786,190 $35,409,705
=========== ===========

Included in the balance of net loans, are non-accrual loans
amounting to $185,219 and $22,183 at December 31, 1995 and
1994, respectively. If interest on non-accrual loans had
been accrued, such income would have approximated $12,565,
$3,595 and $0 for the years ended December 31, 1995, 1994
and 1993, respectively.

The maturities of loans at December 31, 1995, are as follows:

Balance
After 1 But December 31,
Within 1 Year Within 5 Years After 5 Years 1995
------------- -------------- ------------- ------------
Total loans due $10,218,076 $27,371,944 $5,671,858 $43,261,878
============= ============== ============= ===========

Loans due after one year with:
Variable rates $17,634,460
Fixed rates 15,409,342
-----------
Total $33,043,802
===========

Loans held for resale: Loans held for resale represent
- ----------------------
mortgage loans purchased by the bank from a loan origination
company. The loans are funded after they have met the
underwriting standards of the subsidiary bank and have been
accepted for resale to another large financial institution.
During the year ended December 31, 1995 and 1994, the bank
funded approximately $7,868,013 and $10,939,420 of these
loans which are typically held for 30-60 days prior to
resale (Note 11).

134

Concentration of credit risk: The subsidiary bank grants
- -----------------------------
commercial and consumer loans to customers primarily located
in Monongalia County, West Virginia. The bank strives to
maintain a diverse loan portfolio, however, a substantial
portion of the local economy is dependent upon the financial
activities and student enrollment of West Virginia
University.

Loans to related parties: The subsidiary bank has made
- -------------------------
loans, in the normal course of business, to its directors,
officers and employees, and will continue to make such loans
in the future. At December 31, 1995 and 1994, outstanding
loans of this nature totaled $412,676 and $558,490. These
loans were granted at substantially the same terms and
conditions as offered to the public.

The following presents the activity with respect to related
party loans aggregating $60,000 or more to any one related
party during 1995 and 1994. Other changes represent loans
included in the beginning balance that were not in excess of
$60,000 at December 31, 1995 and 1994, or whose status as
reportable related parties changed during the years then
ended.

1995 1994
-------- ---------
Balance, beginning $123,724 $ 53,346
Additions 8,091 192,445
Amounts collected (20,947) (81,968)
Other (42,517) (40,099)
---------- ----------
Balance, ending $ 68,351 $ 123,724
========== ==========

NOTE 4. Allowance for Loan Losses and New Accounting Pronouncement

An analysis of the allowance for loan losses for the years
ended December 31, 1995, 1994 and 1993, is as follows:

1995 1994 1993
--------- --------- ---------
Balance, beginning of year $ 449,559 $ 681,558 $ 322,478
Losses:
Commercial, financial and
agricultural 56,117 270,595 400,352
Installment loans 53,289 87,836 34,087
Other 9,132 2,535 3,399
-------- --------- ---------
Total 118,538 360,966 437,838
-------- --------- ---------
Recoveries:
Commercial, financial and
agricultural --- 47,598 225,000
Installment loans 20,191 19,369 15,918
Other 1,476 --- ---
-------- --------- ---------
Total 21,667 66,967 240,918
-------- --------- ---------
Net losses (96,871) (293,999) (196,920)
Provision for loan loss 123,000 62,000 556,000
-------- --------- ---------
Balance, end of year $475,688 $449,559 $681,558
======== ========= =========

135

As explained in Note 1, the Bank adopted SFAS Nos. 114 and
118 in 1995. The Company's total recorded investment in
impaired loans at December 31, 1995, approximated $936,584
for which the related allowance for credit losses determined
in accordance with SFAS Nos. 114 and 118 approximated
$268,500. The Company's average investment in such loans
approximated $1,040,044 for the year ended December 31,
1995.

For purposes of SFAS Nos. 114 and 118, the Company considers
groups of smaller-balance homogeneous loans to include:
mortgage loans secured by residential property, other than
those which significantly exceed the bank's typical
residential mortgage loan amount (currently those in excess
of $100,000); and installment loans to individuals,
exclusive of those loans in excess of $50,000.

For the year ended December 31, 1995, the Company recognized
approximately $116,808 in interest income on impaired loans.
Using a cash-basis method of accounting, the Company would
have recognized approximately $106,834 in interest on such
loans.

NOTE 5. Bank Premises and Equipment

The major categories of bank premises and equipment and
accumulated depreciation at December 31, 1995 and 1994 are
as follows:

1995 1994

Bank building $ 299,165 $ 294,659
Leasehold improvements 790,305 778,809
Furniture & equipment 505,500 487,747
Computer equipment 415,772 391,412
Construction in process 8,156 16,658
Bank vehicles 11,645 11,645
----------- -----------
2,030,543 1,980,930
Less accumulated depreciation,
including amounts applicable
to leasehold improvements,
1995 $188,286; 1994 $147,380 749,523 548,725
----------- -----------
Bank premises and equipment, net $ 1,281,020 $ 1,432,205
=========== ===========

Depreciation expense for the years ended December 31, 1995,
1994 and 1993 totaled $200,798, $171,882 and $138,861,
respectively.

136

NOTE 6. Deposits

The following is a summary of interest bearing deposits by
type as of December 31, 1995 and 1994:

1995 1994
------------ ------------
NOW and Super NOW accounts $ 2,148,745 $ 1,842,115
Money market accounts 5,366,692 2,954,120
Savings deposits 9,475,404 10,710,454
Regular certificates of deposit 27,750,226 23,890,913
Individual Retirement Accounts
and other time deposits 783,142 1,521,208
------------ ------------
Total $ 45,524,209 $ 40,918,810
============ ============

Concentration: The subsidiary bank has obtained certain
- --------------
time deposits through the use of a broker. The total amount
of such deposits at December 31, 1995 and 1994 was $198,000
and $495,000, respectively.

Time certificates of deposit in denominations of $100,000 or
more totaled $8,440,214 and $7,182,816 at December 31, 1995
and 1994, respectively. Interest on time certificates of
deposit in denominations of $100,000 or more was $388,612,
$338,942 and $327,076 for the years ended December 31, 1995,
1994 and 1993, respectively.

The following is a summary of the maturity distribution of
certificates of deposit in denominations of $100,000 or more
as of December 31, 1995.

Amount Percent
----------- -------
Three months or less $1,997,478 23.7
Three through six months 1,647,185 19.5
Six through twelve months 2,334,036 27.6
Over twelve months 2,461,515 29.2
---------- -----
Total $8,440,214 100.0
========== =====

137

NOTE 7. Borrowings

Details regarding short-term borrowings during the years
ended December 31, 1995 and 1994 are presented below:

1995
----------------------------
Repurchase
Agreements FHLB
----------- ------------
Average amount outstanding during year $ 569,451 $ 11,513
Maximum amount outstanding at any
month end $ 623,000 $ ---
Balance at year end $ 550,000 $ ---
Weighted average interest rate 4.92% 5.21%

1994
----------------------------
Repurchase
Agreements FHLB
----------- ------------
Average amount outstanding during year $ 639,917 $ 420,833
Maximum amount outstanding at any
month end $ 788,000 $ 2,000,000
Balance at year end $ 623,000 $ ---
Weighted average interest rate 4.12% 4.36%

The subsidiary bank is a member of the Federal Home Loan
Bank of Pittsburgh (FHLB). As a member, the subsidiary bank
obtained commitments, composed of a Flexline and a repurchase
option, from the FHLB for $5,073,800 to finance loan growth
and/or meet liquidity needs. Any borrowing will bear interest
at the interest rate posted by the FHLB on the day of the
borrowing and is subject to change daily. This line of credit
is secured by a blanket lien on all unpledged and unencumbered
assets of the Bank and expires January 2, 1997, however, Bank
management intends to renew this line of credit at the maturity
date.

Notes payable is summarized as follows:

1995 1994
---- ----
Federal Home Loan Bank of Pittsburgh, secured by
a blanket lien on all unpledged and unencumbered
assets of the Bank, 4.82% interest due monthly,
principal balance due February 20, 1996 $1,000,000 $1,000,000
========== ==========

The loan agreements contain various general restrictions, all of which
were compiled with during the years ended December 31, 1995 and 1994.

138

NOTE 8. Income Taxes

The components of applicable income tax expense (benefit)
for the years ended December 31, 1995, 1994 and 1993, are as
follows:

1995 1994 1993
-------- -------- ---------
Current (Federal and state) $ 91,523 $ --- $ ---
Deferred (Federal and state) 63,220 63,201 (79,112)
-------- -------- ----------
Total $154,743 $ 63,201 $ (79,112)
======== ======== ==========

A reconciliation between the amount of reported income tax
expense and the amount computed by multiplying the statutory
income tax rate by book pretax income for the years ended
December 31, 1995, 1994 and 1993, is as follows:

1995 1994 1993
------------------ ------------------ -----------------
Amount Percent Amount Percent Amount Percent
------ ------- ------ ------- ------ -------

Computed tax at applicable
statutory rates $149,646 30.0 $61,252 30.0 $(19,182) (34.0)
Increase (decrease) in taxes
resulting from:

(Increase) decrease in
appliable income tax rates --- --- 37,360 18.3 (144,181) (255.5)

Increase (decrease) in
deferred tax asset
valuation allowance (10,400) (2.1) (67,600) (33.1) 84,686 150.1

Other, net 15,497 3.1 32,189 15.8 (435) (.8)
-------- ------ ------- ------ ------- ------
Applicable income tax
(benefits) $154,743 31.0 $63,201 31.0 $(79,112) (140.2)
======== ====== ======= ====== =========

During 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes"
(SFAS No. 109), which changed the criteria for measuring the
provisions for income taxes and recognizing deferred tax
assets and liabilities.

In connection with the adoption of SFAS No. 109 in 1993, the
Company recognized $44,052 and $35,060 of Federal and state
deferred tax benefits.

Deferred income taxes for 1995 and 1994 which are determined
in accordance with SFAS No. 109 reflect the impact of
"temporary differences" between amounts of assets and
liabilities for financial reporting purposes and such
amounts as measured for tax purposes. Deferred tax assets
and liabilities represent the future tax return consequences
of temporary differences, which will either be taxable or
deductible when the related assets and liabilities are
recovered or settled.

139

The tax effects of temporary differences which give rise to
the Company's deferred tax assets and liabilities as of
December 31, 1995 and 1994 are as follows:

1995 1994
---- ----
Deferred tax assets:
Allowance for loan losses $ 91,619 $ 82,035
Deferred loan origination fees 30,002 31,490
NOL carryforwards 51,324 127,013
Net unrealized loss on securities 27,314 387,785
Organizational costs --- 9,743
--------- ---------
200,259 638,066
Less valuation allowance (45,000) (55,400)
--------- ---------
155,259 582,666
Deferred tax liability:
Depreciation 5,096 8,812
--------- ---------
Net deferred tax asset $ 150,163 $ 573,854
========= =========

Current income tax expense of $91,523 was recognized during
1995. No current income tax expense was recognized during
the years ended December 31, 1994 and 1993 due to the
generation and utilization of net operating losses during
those years. In 1995 and 1994, the Company recognized
$47,268 and $15,952 and $53,389 and $9,812 of Federal and
state deferred tax expense, respectively.

In accordance with the provisions of SFAS No. 109, the
Company recognized the remaining benefits related to the
Company's tax operating loss carryforwards as part of the
cumulative effect of the change in accounting for income
taxes. During 1993, approximately $332,000 and $139,000 of
Federal and state income tax losses were utilized to offset
current taxes. Accordingly, the effects of such are
reflected within deferred tax expense for the year ended
December 31, 1993.

As of December 31, 1995, the Company had approximately
$570,000 state income tax loss carryforwards which expire in
the years 2006 and 2007.

The income tax expense (benefit) on realized securities
gains (losses) was $(8,549), $(2,041) and $26,406, for the
years ended December 31, 1995, 1994 and 1993, respectively.

NOTE 9. Employee Benefit Plan

During 1993, the Company adopted a profit-sharing thrift
plan, which includes 401(k) provisions for substantially all
employees of the Company. Voluntary employee contributions
are limited by certain provisions of current Federal income
tax laws. The Company is required to match the employee
contributions as follows:

140

- Match 100% of the employee's contribution up to
3.0% of the total annual compensation.
- Match 50% of the employee's contribution above 3.0%
and up to 5% of total annual compensation.

The Company may also elect to make additional contributions
to the plan as approved by the Board of Directors. Employee
contributions vest immediately upon payment while employer
contributions vest ratably over a four year period.
Employer contributions to the Plan which were charged to
operations and are included in the accompanying consolidated
statements of income totaled $16,769, $12,824 and $8,718 for
the years ended December 31, 1995, 1994 and 1993,
respectively.

NOTE 10. Leases and Total Rental Expense

The Company has exercised options on four noncancellable
leases in order to obtain certain bank premises for the main
office, drive-in and branch bank locations. Three of the
four leases are with related parties of the Company and the
subsidiary bank. The original terms of the leases expire
from February 1, 1995 to June 1997, with renewal options
available through the year 2013. The renewal options on
three of the four leases provide for escalation of the
minimum lease payments based on the consumer price index
increase from the base year of each lease. The fourth lease
provides for escalation of the minimum lease payments based
upon scheduled increases for each renewal period. These
leases primarily require the lessee to pay for all
utilities, normal maintenance and insurance of the
properties.

The total minimum rental commitment at December 31, 1995,
under the agreements mentioned above is $288,625 which is
due as follows:

For the year ending
December 31, Amount
-------------------- ----------
1996 $ 76,500
1997 70,500
1998 64,500
1999 64,500
2000 12,625
---------
Total $ 288,625
=========

Total rental expense incurred and paid under the above
leases for the years ended December 31, 1995, 1994 and 1993,
was $83,188, $73,005 and $64,500, respectively, of which
$63,900, $60,800 and $59,500, respectively, was paid to
related parties.

141

NOTE 11. Financial Instruments with Off-Balance-Sheet Risk

The subsidiary bank is a party of financial instruments with
off-balance-sheet risk in the normal course of business to
meet the financing needs of its customers. These financial
instruments consist of commitments to extend credit. Those
instruments involve, to varying degrees, elements of credit
and interest rate risk in excess of the amount recognized in
the statement of financial position. The contract amounts
of those instruments reflect the extent of involvement the
subsidiary bank has in particular classes of financial
instruments.

Financial instruments whose contract Contract Amount
amounts represent credit risk 1995 1994
- ------------------------------------ ---------- ----------
Commitments to extend credit $2,370,718 $3,172,336
Real estate - construction 1,625,940 2,083,964
Credit card commitments 1,217,903 574,035
Standby letters of credit 533,838 131,000
---------- ----------
Total $5,748,399 $5,961,335
========== ==========

The subsidiary bank's exposure to credit loss in the event
of nonperformance by the other party to the financial
instrument for commitments to extend credit, standby letters
of credit, credit card commitments, real estate construction
and commitments to fund loans held for resale is represented
by the contractual amount of those instruments. The
subsidiary bank uses the same credit policies in making
commitments and conditional obligations as it does for on-
balance sheet instruments.

Commitments to extend credit are agreements to lend to a
customer as long as there is no violation of any condition
established in the contract. Commitments generally have
fixed expiration dates or other termination clauses and may
require payment of a fee. The subsidiary bank evaluates
each customer's credit worthiness on a case-by-case basis.
The amount of collateral obtained, if deemed necessary by
the subsidiary bank upon extension of credit, is based on
management's credit evaluation. Collateral held varies but
may include accounts receivable, inventory, equipment or
real estate. The credit card commitments are unsecured
lines of credit.

Standby letters of credit are conditional commitments issued
by the subsidiary bank to guarantee the performance of a
customer to a third party. Those guarantees are primarily
issued to support private borrowing arrangements. The
credit risk involved in issuing letters of credit is
essentially the same as that involved in extending loans.
Collateral held varies, but primarily includes real estate.

Commitments to fund loans to be held for resale are
commitments to purchase loans which will subsequently be
sold to another large financial institution at face value
plus accrued interest. The subsidiary bank evaluates these
loans on a case by case basis. The collateral for these
loans is residential real estate. (Note 3)

142

On September 30, 1993, the Board of Directors of the Bank
committed to specific corrective actions related to various
aspects of the Bank's operations and agreed to maintain
minimum capital ratios. In June 1995, this agreement was
terminated by the Bank's regulatory agency.

NOTE 12. Regulatory Restrictions on Capital and Dividends

The primary source of funds for future dividends to be paid
by the Company is dividends received from its subsidiary
bank. Dividends paid by the subsidiary bank are subject to
restrictions by banking regulations. The most restrictive
provision requires approval by the regulatory agency if
dividends declared in any year exceed the year's net
retained profits, as defined, plus the net retained profits
of the two preceding years. During 1996, the net retained
profits available for distribution to the parent company was
$176,587 plus net retained income for the interim period
through the date of declaration. The Bank is required to
maintain minimum amounts of capital to total "risk weighted"
assets, as defined by banking regulations. A comparison of
the Bank's capital as of December 31, 1995 with the minimum
requirements as mandated by current bank regulations is
presented as follows:

Minimum
Actual Requirements
------ ------------
Tier 1 Risk - based Capital 10.30% 4.0%
Total Risk - based Capital 11.51% 8.0%
Leverage Ratio 6.96% 4.0%

NOTE 13. Shareholders' Equity

Stock Warrants: As part of the initial public offering of
- ---------------
the Company's common stock, the organizers committed to
purchase a minimum number of shares which entitled them to
receive warrants to purchase an additional share for each
four shares acquired in the initial offering. Also, as part
of the initial offering, each of the eight organizers were
granted an additional 2,500 warrants. At December 31, 1995
and 1994, 32,764 warrants remain unexercised. During 1994
and 1993, 38 and 313 warrants, respectively, were exercised
at the $16 offering price. All warrants must be exercised at
the $16 offering price by April, 2001, or the warrants will
expire. No warrants were exercised during 1995.

Stock Dividend: The Company's Board of Directors declared a
- ---------------
25 percent stock split, effective in the form of a dividend,
payable June 15, 1994, to the shareholders of record on
March 21, 1994. In conjunction with the split, an
additional 56,560 shares of $1.00 par value common stock
were issued. Fractional shares were paid in cash the
amount. Accordingly, all references in the consolidated
financial statements to common shares and the related per
share data have been adjusted to reflect this stock split,
effected in the form of a dividend.

143

On April 21, 1994, the Company's shareholders voted to
increase the authorized shares of the Company's common stock
from 500,000 to 1,000,000 shares.

During 1994, the Company planned a public offering of common
stock, and filed a registration statement with the SEC.
However, after the registration statement was filed and
become effective, the Board of Directors evaluated current
market conditions including consolidation of the banking
industry through mergers and other trends in the industry
which could, or would, impact the Company's stock offering
and decided to postpone the stock offering. In connection
therewith, the Company incurred costs approximating $83,600,
which have been charged to other expenses in the
accompanying consolidated statement of income for the year
ended December 31, 1994. Also, in 1995, the Company planned
a public offering of common stock. However, due to
evaluation of unforeseen circumstances and changing
conditions, the Board of Directors decided not to proceed
with the stock offering in 1995. In connection therewith,
the Company incurred costs approximating $44,979 which have
been charged to other expenses in the accompanying
consolidated statement of income for the year ended
December 31, 1995.

NOTE 14. Fair Value of Financial Instruments

The following summarizes the methods and significant
assumptions used by the Company in estimating its fair value
disclosures for financial instruments.

Cash and due from banks: The carrying values of cash and
- ------------------------
due from banks approximate their estimated fair value.

Interest bearing deposits with other banks: The fair values
- -------------------------------------------
of interest deposits with other banks are estimated by
discounting scheduled future receipts of principal and
interest at the current rates offered on similar instruments
with similar remaining maturities.

Federal funds sold: The carrying values of Federal funds
- -------------------
sold approximate their estimated fair values.

Securities: Estimated fair values of securities are based
- -----------
on quoted market prices, where available. If quoted market
prices are not available, estimated fair values are based on
quoted market prices of comparable securities.

Loans: The estimated fair values for loans are computed
- ------
based on scheduled future cash flows of principal and
interest, discounted at interest rates currently offered for
loans with similar terms to borrowers of similar credit
quality. No prepayments of principal are assumed.

Deposit: The estimated fair values of demand deposit (i.e.
- --------
noninterest bearing checking, NOW, Super NOW, money market
and savings accounts) and other variable rate deposits
approximate their carrying values. Fair values of fixed
maturity deposits are estimated using a discounted cash flow
methodology at rates currently offered for deposits with
similar remaining maturities. Any intangible value of long-
term relationships with depositors is not considered in
estimating the fair values disclosed.

144

Short-term borrowings: The carrying values of short-term
- ---------------------
borrowings approximate their estimated fair values.

Long-term borrowings: The fair values of long-term
- ---------------------
borrowings are estimated by discounting scheduled future
payments of principal and interest at current rates
available on borrowings with similar terms.

Off-balance sheet instruments: The fair values of
- ------------------------------
commitments to extend credit and standby letters of credit
are estimated using the fees currently charged to enter into
similar agreements, taking into account the remaining terms
of the agreements and the present credit standing of the
counterparties. The amounts of fees currently charged on
commitments and standby letters of credit are deemed
insignificant and therefore, the estimated fair values and
carrying values are not shown below.

The carrying values and estimated fair values of the
Company's financial instruments are summarized below:

December 31, 1995
------------------------------
Estimated
Carrying Fair
Value Value
------------- -------------
Financial assets:
Cash and due from banks $ 1,590,965 $ 1,590,965
Interest bearing deposits other banks 1,393,834 1,393,834
Securities available for sale 9,687,553 9,687,553
Securities held to maturity 850,000 573,371
Loans 42,786,190 42,987,031
------------ ------------
$ 56,308,542 $ 56,232,754
============ ============
Financial liabilities:
Deposits $ 52,244,612 $ 52,476,694
Short-term borrowings 550,000 550,000
Long-term borrowings 1,000,000 1,000,000
------------ ------------
$ 53,794,612 $ 54,026,694
============ ============

NOTE 15. Condensed Financial Statements of Parent Company

The investment of the Company in its wholly-owned subsidiary
is presented on the equity method of accounting.
Information relative to the Company's balance sheets at
December 31, 1995 and 1994, and the related statements of
income and cash flows for the years ended December 31, 1995,
1994 and 1993, are presented below:

145

December 31,
--------------------
Balance Sheets 1995 1994
---- ----
Assets
Cash $ 199,699 $ 188,111
Prepaid taxes --- 15,000
Investment in bank subsidiary,
eliminated in consolidation 4,123,564 3,167,505
Organization costs, net --- 1,168
Other 150 9,743
---------- ----------
Total assets $4,323,413 $3,381,527
========== ==========

Liabilities and shareholders' equity
Liabilities
Miscellaneous liabilities $ 47,856 $ 3,560
---------- ----------
Shareholders' equity:
Common stock, par value $1.00;
authorized 1,000,000 shares;
issued 1995 and 1994, 282,994 282,994 282,994
Capital surplus 4,142,683 4,142,683
Retained earnings (deficit) (97,097) (441,174)
Net unrealized gain (loss) on
securities (53,023) (606,536)
---------- ----------
Total shareholders' equity 4,275,557 3,377,967
---------- ----------
Total liabilities and
shareholders' equity $4,323,413 $3,381,527
========== ==========

Statements of Income 1995 1994 1993
- -------------------- ---- ---- ----
Income
Interest income $ 7,076 $ 7,251 $ 8,013
Expenses -------- -------- --------
Salaries and employee benefits 4,595 4,255 3,956
Lease rental --- --- 4,500
Other operating 51,207 84,998 6,809
-------- -------- --------
Total 55,802 89,253 15,265
-------- -------- --------
(Loss) before equity in net
income of bank subsidiary (48,726) (82,002) (7,252)

Equity in net income
of subsidiary bank before
cumulative effect of change
in accounting principle 402,546 236,602 26,950

146

Equity in net income of subsidiary
bank resulting from cumulative
effect of change in accounting
for income taxes --- --- 149,775
-------- -------- --------

Equity in net income of subsidiary
bank 402,546 236,602 176,725
---------- -------- --------
Net income before income tax expense
and cumulative effect of change in
accounting principle 353,820 154,600 169,473

Income tax benefit (expense) (9,743) (13,627) 2,996

Cumulative effect of change in
accounting for income taxes --- --- 20,375
-------- -------- --------
Net income $344,077 $140,973 $192,844
======== ======== ========

Statements of Cash Flows
- ------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
1995 1994 1993
---- ---- ----
Net Income $344,077 $140,973 $192,844
Adjustments to reconcile net
income to net cash (used in)
provided by operating activities:
Cumulative effect of change in
accounting for income taxes --- --- (20,375)
Deferred income tax expense
(benefit) 9,743 13,627 (2,996)
Equity in undistributed net
income of subsidiary bank (402,546) (236,602) (176,725)
Amortization of organization
costs 1,168 1,402 1,402
(Increase) decrease in other
assets (150) 6,483 2,798
Increase (decrease) in other
liabilities 44,296 457 2,174
Decrease (increase) in
prepaid taxes 15,000 (15,000) ---
------- ------- -------
Net cash provided by (used
in) operating activities 11,588 (88,660) (878)
------- ------- -------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock
warrant, 38 shares 1994 and
313 shares 1993 --- 500 3,000

Payment on fractional shares
resulting from stock dividend --- (336) ---
------- ------- -------
Net cash provided by financing
activities --- 164 3,000
------- ------- -------
Increase (decrease) in cash 11,588 (88,496) 2,122

Cash:
Beginning 188,111 276,607 274,485
-------- -------- --------
Ending $199,699 $188,111 $276,607
======== ======== ========

147

Vandalia National Corporation accounts for its investment in its subsidiary
bank by the equity method. During the years ended December 31, 1995, 1994
and 1993, changes in the investment were as follows:

Number of shares owned - The National Bank of West Virginia 400,000
Percent of shares owned - The National Bank of West Virginia 100%

Balance at December 31, 1992 $3,360,714

Equity in net income of subsidiary bank 176,725
----------

Balance at December 31, 1993 3,537,439

Equity in net income of subsidiary bank 236,602
Net unrealized gains (losses) on securities held
by subsidiary (606,536)
----------

Balance at December 31, 1994 3,167,505

Equity in net income of subsidiary bank 402,546
Net unrealized gains (losses) on securities held
by subsidiary 553,513
----------
Balance at December 31, 1995 $4,123,564
==========

148

Bank of Weirton
STATEMENTS OF CONDITION
(IN THOUSANDS)
- ------------------------------------------------------------------------

June 30 December 31
1996 1995
---------- ------------
ASSETS (Unaudited)

Cash and due from banks $ 4,311 $ 5,155

Federal funds sold 21,000 23,000

Investment securities held to maturity -
at cost (market value $99,539 at
June 30, 1996 and $99,929 at
December 31, 1995, respectively 99,686 99,135

Loans, net of allowance for loan losses of
$699 at June 30, 1996 and $692 at December
31, 1995, respectively 46,325 42,659

Bank premises and equipment - net 5,250 5,369

Accrued interest receivable and other assets 2,217 1,908
---------- ----------

TOTAL ASSETS $ 178,789 $ 177,226
========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Deposits
Demand, non-interest bearing $ 16,584 $ 16,704
NOW and money market 23,774 26,266
Savings 58,567 58,885
Time - $100,000 and over 5,655 4,433
Other time 35,559 33,084
---------- ----------
Total deposits 140,139 139,370

Accrued expenses and other liabilities 1,064 899
---------- ----------
TOTAL LIABILITIES 141,203 140,269
---------- ----------
STOCKHOLDERS' EQUITY
Common stock - $ 100 par value;
13,000 shares authorized,
issued and outstanding 1,300 1,300
Surplus 7,700 7,700
Undivided profits 28,586 27,957
---------- ----------
TOTAL STOCKHOLDERS' EQUITY 37,586 36,957
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 178,789 $ 177,226
========== ==========

The accompanying notes are an integral part of these statements.

149

Bank of Weirton
STATEMENTS OF INCOME (UNAUDITED)
(In thousands)
- ---------------------------------------------------------------------------

Three months ended Six months ended
June 30, June 30,
------------------- ------------------
1996 1995 1996 1995
---- ---- ---- ----
Interest income
Interest and fees on loans $ 878 $ 734 $ 1,718 $ 1,398
Interest on investment securities
Taxable 1,185 1,245 2,351 2,458
Exempt from federal income tax 190 226 383 467
Interest on federal funds sold 304 333 633 705
------ ------ ------ ------
Total interest income 2,557 2,538 5,085 5,028

Interest expense
Interest on deposits 1,174 1,167 2,403 2,264
------ ------ ------ ------
Total interest expense 1,174 1,167 2,403 2,264
------ ------ ------ ------
Net interest income 1,383 1,371 2,682 2,764

Provision for loan losses 4 5 9 9
------ ------ ------ ------
Net interest income after
provision for loan losses 1,379 1,366 2,673 2,755

Other Operating income
Service charges on deposit
accounts 27 25 54 53
Other operating income 32 33 110 103
------ ------ ------ ------
Total operating income 59 58 164 156

Other Operating expenses
Salaries and employee benefits 330 345 667 696
Occupancy expense 179 177 368 359
Other expenses 207 288 434 585
------ ------ ------ ------
Total operating expenses 716 810 1,469 1,640
------ ------ ------ ------
Income before income taxes 722 614 1,368 1,271

Provision for income taxes 158 142 336 271
------ ------ ------ ------

NET INCOME $ 564 $ 472 $1,032 $1,000
====== ====== ====== ======

Earnings per common share $43.38 $36.24 $79.38 $76.92
====== ====== ====== ======

The accompanying notes are an integral part of these statements.

150

Bank of Weirton
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
Six months ended June 30, 1996 and 1995
(In thousands)
- -----------------------------------------------------------------------------

Common Undivided
Stock Surplus Profits Total
-------- -------- --------- --------
Balance at January 1, 1996 $ 1,300 $ 7,700 $ 27,957 $ 36,957

Dividends declared
($31 per share) (403) (403)

Net income 1,032 1,032
-------- -------- -------- --------
Balance at June 30, 1996 $ 1,300 $ 7,700 $ 28,586 $ 37,586
======== ======== ======== ========

Common Undivided
Stock Surplus Profits Total
-------- -------- --------- --------
Balance at January 1, 1995 $ 1,300 $ 7,700 $ 26,674 $ 35,674

Dividends declared
($28 per share) (364) (364)

Net income 1,000 1,000
-------- -------- --------- --------
Balance at June 30, 1995 $ 1,300 $ 7,700 $ 27,310 $ 36,310
======== ======== ========= ========

The accompanying notes are an integral part of these statements.

151

Bank of Weirton
STATEMENT OF CASH FLOWS (UNAUDITED)
Six Months Ended
(In thousands)
- --------------------------------------------------------------------------

June 30,
------------------------
1996 1995
------- --------
Cash flows from operating activities:
Net income $ 1,032 $ 1,000
Adjustments to reconcile net income to net
cash provided by operating activities
Depreciation and amortization of
premises and equipment 154 151
Provision for loan losses 9 9
Net amortization of investment
securities premium 612 733
(Increase) decrease in accrued interest
receivable and other assets (309) 17
Increase in accrued expenses and other
liabilities 165 89
------- ------
Total adjustments 631 999
------- ------
Net cash provided by operating activities 1,663 1,999
------- ------

Cash flows from investing activities:
Purchase of investment securities held
to maturity (18,963) (5,252)
Proceeds from maturities and calls of
investment securities held to maturity 17,800 10,600
Net increase in loans (3,675) (5,356)
Capital expenditures (35) ---
-------- -------

Net cash (used) provided by
investing activities (4,873) (8)
-------- -------

Cash flows from financing activities:
Net decrease in deposits other than time (2,928) (1,699)
Net increase (decrease) in time deposits 3,697 (708)
Dividends paid (403) (364)
------- --------

Net cash provided (used) by
financing activities 366 (2,771)
------- --------

Net increase in cash and cash
equivalents (2,844) (780)

Cash and cash equivalents at January 1 28,155 29,236
-------- --------
Cash and cash equivalents at June 30, 25,311 28,456
======== ========

Supplemental disclosures of cash flow information:
Cash paid during the six months ended June 30 for:

Interest $2,100 $2,369
Income taxes $336,000 $271,000

The accompanying notes are an integral part of these statements.

152

Bank of Weirton
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
June 30, 1996 and 1995
(In thousands)

NOTE A - BASIS OF PRESENTATION

These interim financial statements should be read in conjunction with
the annual financial statements of the Bank of Weirton and accompanying
footnotes. In the opinion of management, the unaudited interim financial
statements include all adjustments ( consisting of only normal recurring
adjustments) necessary for the fair presentation of the accompanying
statement condition as of June 30, 1996 and the related statements of income,
changes in stockholders' equity and cash flows for the six months ended
June 30, 1996 and 1995. The results of the six months ended June 30, 1996
and 1995 are not necessarily indicative of the results to be expected for
the entire year.

NOTE B - ALLOWANCE FOR LOAN LOSSES

Transactions in the allowance for loan losses for the six months ended
June 30, are summarized as follows (In thousands):

1996 1995
------ ------
Balance at January 1 $ 692 $ 643
Loans written off 4 173
Loans recovered 2 0
Provision for loan losses 9 9
------ ------
Blance at June 30 $ 699 $ 479
====== ======

153

APPENDIX I

Delaware Code Annotated, Title 8, Corporations, Chapter 1,
General Corporation Law, Subchapter IX, Merger or Consolidation.

262 Appraisal Rights.

(a) Any stockholder of a corporation of this State who
holds shares of stock on the date of the making of a demand
pursuant to subsection (d) of this section with respect to such
shares, who continuously holds such shares through the effective
date of the merger or consolidation, who has otherwise complied
with subsection (d) of this section and who has neither voted in
favor of the merger or consolidation nor consented thereto in
writing pursuant to 228 of this title shall be entitled to an
appraisal by the Court of Chancery of the fair value of his
shares of stock under the circumstances described in subsections
(b) and (c) of this section. As used in this section, the word
"stockholder" means a holder of record of stock in a stock
corporation and also a member of record of a nonstock
corporation; the words "stock" and "share" mean and include what
is ordinarily meant by those words and also membership or
membership interest of a member of a nonstock corporation; and
the words "depository receipt" mean a receipt or other instrument
issued by a depository representing an interest in one or more
shares, or fractions thereof, solely of stock of a corporation,
which stock is deposited with the depository.

(b) Appraisal rights shall be available for the shares of
any class or series of stock of a constituent corporation in a
merger or consolidation to be effected pursuant to 251, 252,
254, 257, 258, 263 or 264 of this title:

(1) Provided, however, that no appraisal
rights under this section shall be available for
the shares of any class or series of stock, which
stock, or depository receipts in respect thereof,
at the record date fixed to determine the
stockholder entitled to receive notice of and to
vote at the meeting of stockholders to act upon the
agreement of merger or consolidation, were either
(i) listed on a national securities exchange or
designated as a national market system security on
an interdealer quotation system by the National
Association of Securities Dealers, Inc. or (ii)
held of record by more than 2,000 holders; and
further provided that no appraisal rights shall be
available for any shares of stock of the
constituent corporation surviving a merger if the
merger did not require for its approval the vote of
the stockholders of the surviving corporation as
provided in subsections (f) or (g) of 251 of this
title.

(2) Notwithstanding paragraph (1) of this
subsection, appraisal rights under this section
shall be available for the shares of any class or
series of stock of a constituent corporation if the
holders thereof are required by the terms of an
agreement of merger or consolidation pursuant to 251,

154

252, 254, 257, 258, 263 and 264 of this title
to accept for such stock anything except:

a. Shares of stock of the
corporation surviving or resulting from
such merger or consolidation, or
depository receipts in respect thereof;

b. Shares of stock of any other
corporation, or depository receipts in
respect thereof, which shares of stock
or depository receipts at the effective
date of the merger or consolidation will
be either listed on a national
securities exchange or designated as a
national market system security on an
interdealer quotation system by the
National Association of Securities
Dealers, Inc. or held of record by more
than 2,000 holders;

c. Cash in lieu of fractional
shares or fractional depository receipts
described in the foregoing subparagraphs
a. and b. of this paragraph; or

d. Any combination of the shares
of stock, depository receipts and cash
in lieu of fractional shares or
fractional depository receipts described
in the foregoing subparagraphs a., b.,
and c. of this paragraph.

(3) In the event all of the stock of a
subsidiary Delaware corporation party to a merger
effected under 253 of this title is not owned by
the parent corporation immediately prior to the
merger, appraisal rights shall be available for the
shares of the subsidiary Delaware corporation.

(c) Any corporation may provide in its certificate of
incorporation that appraisal rights under this section shall be
available for the shares of any class or series of its stock as a
result of an amendment to its certificate of incorporation, any
merger or consolidation in which the corporation is a constituent
corporation or the sale of all or substantially all of the assets
of the corporation. If the certificate of incorporation contains
such a provision, the procedures of this section, including those
set forth in subsections (d) and (e) of this section, shall apply
as nearly as is practicable.

(d) Appraisal rights shall be perfected as follows:

(1) If a proposed merger or consolidation for
which appraisal rights are provided under this
section is to be submitted for approval at a
meeting of stockholders, the corporation, not less
than 20 days prior to the meeting, shall notify
each of its stockholders who was such on the record
date for such meeting with respect to shares for
which appraisal rights are

155

available pursuant to
subsection (b) or (c) hereof that appraisal rights
are available for any or all of the shares of the
constituent corporations, and shall include in such
notice a copy of this section. Each stockholder
electing to demand the appraisal of his shares
shall deliver to the corporation, before the taking
of the vote on the merger or consolidation, a
written demand for appraisal of his shares. Such
demand will be sufficient if it reasonably informs
the corporation of the identity of the stockholder
and that the stockholder intends thereby to demand
the appraisal of his shares. A proxy or vote
against the merger or consolidation shall not
constitute such a demand. A stockholder electing
to take such action must do so by a separate
written demand as herein provided. Within 10 days
after the effective date of such merger or
consolidation, the surviving or resulting
corporation shall notify each stockholder of each
constituent corporation who has complied with this
subsection and has not voted in favor of or
consented to the merger or consolidation of the
date that the merger or consolidation has become
effective; or

(2) If the merger or consolidation was
approved pursuant to 228 or 253 of this title,
the surviving or resulting corporation, either
before the effective date of the merger or
consolidation or within 10 days thereafter, shall
notify each of the stockholders entitled to
appraisal rights of the effective date of the
merger or consolidation and that appraisal rights
are available for any or all of the shares of the
constituent corporation, and shall include in such
notice a copy of this section. The notice shall be
sent by certified or registered mail, return
receipt requested, addressed to the stockholder at
his address as it appears on the records of the
corporation. Any stockholder entitled to appraisal
rights may, within 20 days after the date of
mailing of the notice, demand in writing from the
surviving or resulting corporation the appraisal of
his shares. Such demand will be sufficient if it
reasonably informs the corporation of the identity
of the stockholder and that the stockholder intends
thereby to demand the appraisal of his shares.

(e) Within 120 days after the effective date of the merger
or consolidation, the surviving or resulting corporation or any
stockholder who has complied with subsections (a) and (d) hereof
and who is otherwise entitled to appraisal rights, may file a
petition in the Court of Chancery demanding a determination of
the value of the stock of all such stockholders. Notwithstanding
the foregoing, at any time within 60 days after the effective
date of the merger or consolidation, any stockholder shall have
the right to withdraw his demand for appraisal and to accept the
terms offered upon the merger or consolidation. Within 120 days
after the effective date of the merger or consolidation, any
stockholder who has complied with the requirements of subsections
(a) and (d) hereof, upon written request, shall be entitled to
receive from the corporation surviving the merger or resulting
from the consolidation a statement setting forth the aggregate
number of shares not voted in favor of the merger or
consolidation and with respect to which demands for appraisal
have been received and the aggregate number of holders of such

156

shares. Such written statement shall be mailed to the
stockholder within 10 days after his written request for such a
statement is received by the surviving or resulting corporation
or within 10 days after expiration of the period for delivery of
demands for appraisal under subsection (d) hereof, whichever is
later.

(f) Upon the filing of any such petition by a stockholder,
service of a copy thereof shall be made upon the surviving or
resulting corporation, which shall within 20 days after such
service file in the office of the Register in Chancery in which
the petition was filed a duly verified list containing the names
and addresses of all stockholders who have demanded payment for
their shares and with whom agreements as to the value of their
shares have not been reached by the surviving or resulting
corporation. If the petition shall be filed by the surviving or
resulting corporation, the petition shall be accompanied by such
a duly verified list. The Register in Chancery, if so ordered by
the Court, shall give notice of the time and place fixed for the
hearing of such petition by registered or certified mail to the
surviving or resulting corporation and to the stockholders shown
on the list at the addresses therein stated. Such notice shall
also be given by one or more publications at least one week
before the day of the hearing, in a newspaper of general
circulation published in the City of Wilmington, Delaware or such
publication as the Court deems advisable. The forms of the
notices by mail and by publication shall be approved by the
court, and the costs thereof shall be borne by the surviving or
resulting corporation.

(g) At the hearing on such petition, the Court shall
determine the stockholders who have complied with this section
and who have become entitled to appraisal rights. The Court may
require the stockholders who have demanded an appraisal for their
shares and who hold stock represented by certificates to submit
their certificates of stock to the Register in Chancery for
notation thereon of the pendency of the appraisal proceedings;
and if any stockholder fails to comply with such direction, the
Court may dismiss the proceedings as to such stockholder.

(h) After determining the stockholders entitled to an
appraisal, the Court shall appraise the shares, determining their
fair value exclusive of any element of value arising from the
accomplishment or expectation of the merger or consolidation,
together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value. In determining such
fair value, the Court shall take into account all relevant
factors. In determining the fair rate of interest, the Court may
consider all relevant factors, including the rate of interest
which the surviving or resulting corporation would have had to
pay to borrow money during the pendency of the proceeding. Upon
application by the surviving or resulting corporation or by any
stockholder entitled to participate in the appraisal proceeding,
the Court may, in its discretion, permit discovery or other
pretrial proceedings and may proceed to trail upon the appraisal
prior to the final determination of the stockholder entitled to
an appraisal. Any stockholder whose name appears on the list
filed by the surviving or resulting corporation pursuant to
subsection (f) of this section and who has submitted his
certificates of stock to the Register in Chancery, if such is
required, may participate fully in all proceedings until it is
finally determined that he is not entitled to appraisal rights
under this section.

157

(i) The Court shall direct the payment of the fair value of
the shares, together with interest, if any, by the surviving or
resulting corporation to the stockholders entitled thereto.
Interest may be simple or compound, as the Court may direct.
Payment shall be so made to each such stockholder, in the case of
holders of uncertificated stock forthwith, and the case of
holders of shares represented by certificates upon the surrender
to the corporation of the certificates representing such stock.
The Court's decree may be enforced as other decrees in the Court
of Chancery may be enforced, whether such surviving or resulting
corporation be a corporation of this State or of any state.

(j) The costs of the proceeding may be determined by the
Court and taxed upon the parties as the Court deems equitable in
the circumstances. Upon application of a stockholder, the Court
may order all or a portion of the expenses incurred by any
stockholder in connection with the appraisal proceeding,
including, without limitation, reasonable attorney's fees and the
fees and expenses of experts, to be charged pro rata against the
value of all the shares entitled to an appraisal.

(k) From and after the effective date of the merger or
consolidation, no stockholder who has demanded his appraisal
rights as provided in subsection (d) of this section shall be
entitled to vote such stock for any purpose or to receive payment
of dividends or other distributions on the stock (except
dividends or other distributions payable to stockholders of
record at a date which is prior to the effective date of the
merger or consolidation); provided, however, that if no petition
for an appraisal shall be filed within the time provided in
subsection (e) of this section, or if such stockholder shall
deliver to the surviving or resulting corporation a written
withdrawal of his demand for an appraisal and an acceptance of
the merger or consolidation, either within 60 days after the
effective date of the merger or consolidation as provided in
subsection (e) of this section or thereafter with the written
approval of the corporation, then the right of such stockholder
to an appraisal shall cease. Notwithstanding the foregoing, no
appraisal proceeding in the Court of Chancery shall be dismissed
as to any stockholder without the approval of the Court, and such
approval may be conditioned upon such terms as the Court deems
just.

(1) The shares of the surviving or resulting
corporation to which the shares of such objecting
stockholders would have been converted had they
assented to the merger or consolidation shall have
the status of authorized and unissued shares of the
surviving or resulting corporation.

158

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Wesbanco's Bylaws provide, and West Virginia law permits
(Code 31-1-9) the indemnification of directors and officers
against certain liabilities. Officers and Directors of Wesbanco
and its subsidiaries are indemnified generally against expenses
reasonably incurred in connection with proceedings in which they
are made parties by reason of their being or having been
directors or offices of the corporation, except in relation to
matters as to which a recovery may be obtained by reason of an
officer or director having been finally adjudged derelict in such
action or proceeding in the performance of his duties.

A. Excerpts from the Article VI of the Bylaws of Wesbanco:

Indemnification of Directors and Officers

Each director and officer, whether or not then in office, shall
be indemnified by the corporation against all costs and expenses
reasonably incurred by and imposed upon him in connection with or
resulting from any action, suit or proceeding, to which he may be
made a party by reason of his being or having been a director or
officer of the corporation, or of any other company which he
served at the request of the corporation, except in relation to
matters as to which a recovery shall be had against him by reason
of his having been finally adjudged derelict in such action, suit
or proceeding, in the performance of his duties as such Director
of officer, and the foregoing right of indemnification shall not
be exclusive of other rights to which he may be entitled as a
matter of law.

B. West Virginia Corporation Law, Code Section 31-1-9:

Section 31-1-9. Indemnification of officers, directors,
employees and agents.

(a) A corporation shall have power to indemnify any person
who was or is a party or is threatened to be made a party to any
threatened pending or completed action or proceeding, whether
civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorney's fees),
judgments, fines, taxes and penalties and interest thereon, and
amounts paid in settlement actually and reasonably incurred by
him in connection with such action or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of
any action or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person

159

did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or
proceeding, that such person did have reasonable cause to believe
that his conduct was unlawful.

(b) A corporation shall have power to indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or proceeding by or in
the right of the corporation to procure judgment in its favor by
reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses (including attorney's fees)
actually and reasonably incurred by him in connection with the
defense or settlement of such action or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or
matter, including, but not limited to, taxes or any interest
penalties thereon, as to which such person shall have been
adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless and only to the
extent that the court in which such action or proceeding was
brought shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnity
for such expenses which such court shall deem proper.

(c) To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or
otherwise in defense of any action or proceeding referred to in
subsections (a) or (b), or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses
(including attorney's fees) actually and reasonably incurred by
him in connection therewith.

(d) Any indemnification under subsections (a) or (b)
(unless ordered by a court) shall be made by the corporation only
as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is
proper in the circumstances because he has met the applicable
standard of conduct set forth in Subsections (a) or (b). Such
determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not
parties to such action or proceeding, or (2) if such a quorum is
not obtainable, or even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion, (3) by the shareholders or members.

(e) Expenses (including attorney's fees) incurred in
defending a civil or criminal action or proceeding may be paid by
the corporation in advance of the final disposition of such
action or proceeding as authorized in the manner provided in
Subsection (d) upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to
be indemnified by the corporation as authorized in this section.

(f) The indemnification provided by this section shall not
be deemed exclusive of any other rights to which any shareholder
or member may be entitled under any bylaw, agreement,

160

vote of shareholders, members or disinterested directors or otherwise,
both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.

(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint
partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such
capacity or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such
liability under the provisions of this section. (1961,c.15;
1974,c.13; 1975,c.118.)

Wesbanco does provide indemnity insurance to its officers
and directors. Such insurance will not, however, indemnify
officers or directors for willful misconduct or gross negligence
in the performance of a duty to Wesbanco.

161

Item 21. Exhibits and Financial Statement Schedules.

NUMBER TITLE

2 Agreement and Plan of Merger, By and Between
Wesbanco, Inc., Vandalia National Corporation,
VNC Corporation and Wesbanco Bank Fairmont, Inc.,
dated July 18, 1996

3.1 Articles of Incorporation of Wesbanco Restated
as of November 17, 1995(1)

3.2 Bylaws of Wesbanco, Inc.(1)

4.1 Specimen Certificate of Wesbanco Common Stock (2)

5 Opinion of Phillips, Gardill, Kaiser & Altmeyer
as to the Legality of the Shares Being Registered

8 Opinion of Spilman, Thomas & Battle as to Certain
Tax Matters (To be filed by Amendment)

10.1 Stockholder Agreement By and Between Wesbanco,
Inc. and Certain Stockholders of Vandalia National
Corporation Dated July 18, 1996

10.2 The Restated Wesbanco Directors' Deferred
Compensation Plan Effective December 15, 1994(1)

10.3 Employment Agreement Between Robert H. Martin,
First National Bank in Fairmont and Wesbanco
Dated February 28, 1994(3)

10.4 Employment Agreement Between Ernest S. Fragale,
Wesbanco Mortgage Company and Wesbanco, Inc.
Dated the 20th Day of August, 1996

10.5 Employment Agreement Between Frank R.
Kerekes, First National Bank in Fairmont and
Wesbanco Dated February 28, 1994(3)

10.6 Employment Agreement Between Robert E.
Moran, Bridgeport Bank and Wesbanco Dated
February 28, 1994(3)

162

Item 21. Exhibits and Financial Statement Schedules (Continued).

NUMBER TITLE

10.7 Employment Agreement Effective January 1,
1993, By and Between Edward M. George,
Wesbanco and Wesbanco Bank Wheeling(3)

10.8 Employment Agreement Effective January 1,
1993, By and Between Paul M. Limbert,
Wesbanco and Wesbanco Bank Wheeling(3)

10.9 Employment Agreement Effective January 1,
1993, By and Between Dennis P. Yaeger,
Wesbanco and Wesbanco Bank Wheeling(3)

10.10 Employment Agreement Effective January 1,
1993, By and Between Jerome B. Schmitt,
Wesbanco and Wesbanco Bank Wheeling(3)

10.11 Employment Agreement Effective December 2,
1991, By and Between Stephen F. Decker,
Albright National Bank of Kingwood, and
Wesbanco(3)

10.12 Employment Agreement Effective December 2,
1991, By and Between Rudy F. Torjak, Albright
National Bank of Kingwood, and Wesbanco(3)

10.13 Employment Agreement Effective November 14,
1990, By and Between Jerry A. Halverson, First
National Bank of Wheeling and Wesbanco, Inc.(3)

10.14 Employment Agreement Effective December 1,
1993, By and Between Thomas L. Jones, Wesbanco
and Wesbanco Bank South Hills(3)

10.15 Employment Agreement Effective December 1,
1993, By and Between Larry L. Dawson, Wesbanco
and Wesbanco Bank South Hills(3)

10.16 Employment Agreement Effective January 1,
1993, By and Between John W. Moore, Jr.,
Wesbanco and Wesbanco Bank Wheeling(3)

163

Item 21. Exhibits and Financial Statement Schedules (Continued).

NUMBER TITLE

10.17 Employment Agreement By and Between Bank
of Weirton, George M. Molnar and Wesbanco,
Inc. Dated the 30th Day of August, 1996

11.1 Computation of Per Share Earnings of
Wesbanco (Included in Pro Forma Data)

11.2 Computation of Per Share Earnings of Vandalia
(Included in Pro Forma Data)

12.1 Computation of Earnings to Combined Fixed
Charges of Wesbanco, Vandalia and Pro Forma

13.1 Wesbanco Annual Report to Shareholders for
the Year Ended December 31, 1995
(incorporated by reference)

13.2 Wesbanco Annual Report on Form 10-K for the
Year Ended December 31, 1995 (incorporated
by reference)

13.3 Wesbanco Proxy Statement for the Annual
Meeting of Shareholders Held on April 17,
1996 (incorporated by reference)

13.4 Wesbanco Quarterly Report on Form 10-Q for
the Quarterly Period Ended March 31, 1996
(incorporated by reference)

13.5 Wesbanco Quarterly Report on Form 10-Q for the
Quarterly Period Ended June 30, 1996 (incorporated
by reference)

21 Subsidiaries of Wesbanco

23.1 Consent of Price Waterhouse LLP

23.2 Consent of Phillips, Gardill, Kaiser & Altmeyer

23.3 Consent of Spilman, Thomas & Battle

164

Item 21. Exhibits and Financial Statement Schedules (Continued).

NUMBER TITLE

23.4 Consent of Grant Thornton LLP

23.5 Consent of Ferris, Baker Watts, Incorporated

23.6 Consent of Arnett & Foster

24 Power of Attorney (Incorporated in the
Registration Statement)

99.1 Vandalia Form of Proxy

(1) This exhibit is being incorporated by reference with respect
to a prior Registration Statement filed by the Registrant on Form S-4 under
Registration No. 333-3905 which was filed with the Securities and Exchange
Commission on June 20, 1996.

(2) This exhibit is being incorporated by reference with respect
to a prior Registration Statement filed by the Registrant on Form S-4 under
Registration No. 33-42157 which was filed with the Securities and Exchange
Commission on August 9, 1991.

(3) This exhibit is being incorporated by reference with respect
to a prior Registration Statement filed by the Registrant on Form S-4 under
Registration No. 33-72228 which was filed with the Securities and Exchange
Commission on November 30, 1993.

Item 22. Undertakings.

The undersigned registrant hereby undertakes as follows:

(a) The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the Prospectus, to each person to
whom the Prospectus is sent or given, the latest report to
security holders that is incorporated by reference in the
Prospectus and furnished pursuant to and meeting the requirements
of Rule 14(a)-3 or Rule (c)-3 under the Securities Exchange Act
of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the
Prospectus, to deliver or cause to be delivered, to each person
to whom the Prospectus is sent or given the latest quarterly
report that is specifically incorporated by reference in the
Prospectus to provide such interim financial information.

(b) The undersigned registrant hereby undertakes as
follows: That prior to any public reoffering of the securities
registered hereunder through use of a Prospectus which is a part
of this Registration Statement, by any person party who is deemed
to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering Prospectus will contain
the information called for by the applicable registration form
with respect to reofferings by persons

165

who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.

(c) The registrant undertakes that every Prospectus (i)
that is filed pursuant to Paragraph (b) immediately preceding, or
(ii) that purports to meet the requirements of Section 10(a)(3)
of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an
amendment to the Registration Statement and will not be used
until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(d) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities & Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

(e) The undersigned registrant hereby undertakes to respond
to requests for information that is incorporated by reference
into the Prospectus pursuant to Items 4, 10(b), 11 or 13 of this
form, within one (1) business day of receipt of such request, and
to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the
Registration Statement through the date of responding to the
request.

(f) The undersigned registrant hereby undertakes to supply
by means of a post-effective amendment all information concerning
a transaction, and the company being acquired involved therein,
that was not the subject of and included in the Registration
Statement when it became effective.

(g) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934), that is incorporated by reference in the
Registration Statement, shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

166

(h) The undersigned registrant hereby undertakes.:

(1) To file, during any period in which
offers or sales are being made, a post-effective
amendment to this Registration Statement: (i) to
include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933; (ii) to reflect in
the prospectus any facts or events arising after
the Effective Date of the Registration Statement
(or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information
set forth in the Registration Statement; (iii) to
include any material information with respect to
the plan of distribution not previously disclosed
in the Registration Statement or any material
change to such information in the Registration
Statement;

(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be
a new Registration Statement relating to the
securities offered therein, and the offering of
such securities at that time shall be deemed to be
the initial bona fide offering thereof; and

(3) To remove from registration by means of a
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.

167

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wheeling, West Virginia, on September
5, 1996.

WESBANCO, INC.

By /s/ Edward M. George
-----------------------------------------
Its President and Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Wesbanco,
Inc., hereby severally constitute James C. Gardill and Edward M.
George, and each of them singly, our true and lawful attorneys
with full power to them, and each of them singly, to sign for us
and in our names and in the capacities indicated below, the
Registration Statement filed herewith and any and all such things
in our name and behalf in our capacities as officers and
directors to enable Wesbanco, Inc. to comply with the provisions
of the Securities Act of 1933, as amended, and all requirements
of the Securities Act of 1933, as amended, hereby ratifying and
confirming our signatures as they may be signed by our attorneys,
or any of them, to said Registration Statement and any and all
amendments thereto.

Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement and Power of Attorney have been
signed by the following persons in the capacities and on the
dates indicated.

SIGNATURE TITLE DATE
- -------------------- ------------------ ------------------

/s/ James C. Gardill Chairman, Director September 5, 1996
- --------------------
James C. Gardill

/s/ Edward M. George President, Chief Executive September 5, 1996
- --------------------
Edward M. George Officer & Director
(Principal Executive Officer)

/s/ Paul M. Limbert Executive Vice President September 5, 1996
- --------------------
Paul M. Limbert & Chief Financial Officer
(Principal Financial and
Accounting Officer)

168

SIGNATURE TITLE DATE
- -------------------- ------------------ ------------------

/s/ John W. Kepner Director September 5, 1996
- -------------------
John W. Kepner

/s/ Frank R. Kerekes Director September 5, 1996
- -------------------
Frank R. Kerekes

/s/ Robert H. Martin Director September 5, 1996
- --------------------
Robert H. Martin

___________________ Director September __, 1996
Melvin C. Snyder, Jr.

/s/ Joan C. Stamp Director September 5, 1996
- --------------------
Joan C. Stamp

/s/ John A. Welty Director September 5, 1996
- -----------------
John A. Welty

/s/ James E. Altmeyer Director September 5, 1996
- ---------------------
James E. Altmeyer

- ---------------------- Director September __, 1996
Charles J. Bradfield

- ---------------------- Director September __, 1996
Christopher V. Criss

/s/ Stephen F. Decker Director September 5, 1996
- ---------------------
Stephen F. Decker

/s/ Roland L. Hobbs Director September 5, 1996
- ---------------------
Roland L. Hobbs

_____________________ Director September __, 1996
Eric Nelson

_____________________ Director September __, 1996
James L. Wareham

_____________________ Director September __, 1996
Frank K. Abruzzino

169

SIGNATURE TITLE DATE
- -------------------- ------------------ ------------------

_____________________ Director September __, 1996
Earl C. Atkins

/s/ Ray A. Byrd Director September 5, 1996
- --------------------
Ray A. Byrd

____________________ Director September __, 1996
James D. Entress

/s/ Carter W. Strauss Director September 5, 1996
- ----------------------
Carter W. Strauss

/s/ Thomas L. Thomas Director September 5, 1996
- ------------------------
Thomas L. Thomas

/s/ William E. Witschey Director September 5, 1996
- -----------------------
William E. Witschey

______________________ Director September __, 1996
Ernest S. Fragale

/s/ George M. Molnar Director September 5, 1996
- ---------------------
George M. Molnar

- ---------------------- Director September __, 1996
R. Peterson Chalfant

170

EXHIBIT INDEX
-------------

NUMBER TITLE PAGE NO.
- ------ ----- --------
2 Agreement and Plan of Merger, By and Between
Wesbanco, Inc., Vandalia National Corporation,
VNC Corporation and Wesbanco Bank Fairmont, Inc.,
dated July 18, 1996 175

3.1 Articles of Incorporation of Wesbanco Restated
as of November 17, 1995(1) *

3.2 Bylaws of Wesbanco, Inc.(1) *

4.1 Specimen Certificate of Wesbanco Common Stock (2) *

5 Opinion of Phillips, Gardill, Kaiser & Altmeyer
as to the Legality of the Shares Being Registered 248

8 Opinion of Spilman, Thomas & Battle as to Certain
Tax Matters (To Be Filed by Amendment) *

10.1 Stockholder Agreement By and Between Wesbanco,
Inc. and Certain Stockholders of Vandalia National
Corporation Dated July 18, 1996 250

10.2 The Restated Wesbanco Directors' Deferred
Compensation Plan Effective December 15, 1994(1) *

10.3 Employment Agreement Between Robert H. Martin,
First National Bank in Fairmont and Wesbanco
Dated February 28, 1994(3) *

10.4 Employment Agreement Between Ernest S. Fragale,
Wesbanco Mortgage Company and Wesbanco, Inc.
Dated the 20th Day of August, 1996 254

10.5 Employment Agreement Between Frank R.
Kerekes, First National Bank in Fairmont and
Wesbanco Dated February 28, 1994(3) *

10.6 Employment Agreement Between Robert E.
Moran, Bridgeport Bank and Wesbanco Dated
February 28, 1994(3) *

171

EXHIBIT INDEX
-------------
(Continued)

NUMBER TITLE PAGE NO.
- ------ ----- --------

10.7 Employment Agreement Effective January 1,
1993, By and Between Edward M. George,
Wesbanco and Wesbanco Bank Wheeling(3) *

10.8 Employment Agreement Effective January 1,
1993, By and Between Paul M. Limbert,
Wesbanco and Wesbanco Bank Wheeling(3) *

10.9 Employment Agreement Effective January 1,
1993, By and Between Dennis P. Yaeger,
Wesbanco and Wesbanco Bank Wheeling(3) *

10.10 Employment Agreement Effective January 1,
1993, By and Between Jerome B. Schmitt,
Wesbanco and Wesbanco Bank Wheeling(3) *

10.11 Employment Agreement Effective December 2,
1991, By and Between Stephen F. Decker,
Albright National Bank of Kingwood, and
Wesbanco(3) *

10.12 Employment Agreement Effective December 2,
1991, By and Between Rudy F. Torjak, Albright
National Bank of Kingwood, and Wesbanco(3) *

10.13 Employment Agreement Effective November 14,
1990, By and Between Jerry A. Halverson, First
National Bank of Wheeling and Wesbanco, Inc.(3) *

10.14 Employment Agreement Effective December 1,
1993, By and Between Thomas L. Jones, Wesbanco
and Wesbanco Bank South Hills(3) *

10.15 Employment Agreement Effective December 1,
1993, By and Between Larry L. Dawson, Wesbanco
and Wesbanco Bank South Hills(3) *

172

EXHIBIT INDEX
-------------
(Continued)

NUMBER TITLE PAGE NO.
- ------ ----- --------

10.16 Employment Agreement Effective January 1,
1993, By and Between John W. Moore, Jr.,
Wesbanco and Wesbanco Bank Wheeling(3) *

10.17 Employment Agreement By and Between Bank
of Weirton, George M. Molnar and Wesbanco,
Inc. Dated the 30th Day of August, 1996 268

11.1 Computation of Per Share Earnings of
Wesbanco (Included in Pro Forma Data) *

11.2 Computation of Per Share Earnings of Vandalia
(Included in Pro Forma Data) *

12.1 Computation of Earnings to Combined Fixed
Charges of Wesbanco, Vandalia and Pro Forma 276

13.1 Wesbanco Annual Report to Shareholders for
the Year Ended December 31, 1995
(incorporated by reference) *

13.2 Wesbanco Annual Report on Form 10-K for the
Year Ended December 31, 1995 (incorporated
by reference) *

13.3 Wesbanco Proxy Statement for the Annual
Meeting of Shareholders Held on April 17,
1996 (incorporated by reference) *

13.4 Wesbanco Quarterly Report on Form 10-Q for
the Quarterly Period Ended March 31, 1996
(incorporated by reference) *

13.5 Wesbanco Quarterly Report on Form 10-Q for the
Quarterly Period Ended June 30, 1996 (incorporated
by reference) *

21 Subsidiaries of Wesbanco 277

23.1 Consent of Price Waterhouse LLP 278

173

EXHIBIT INDEX
-------------
(Continued)

NUMBER TITLE PAGE NO.
- ------ ----- --------

23.2 Consent of Phillips, Gardill, Kaiser & Altmeyer 279

23.3 Consent of Spilman, Thomas & Battle 280

23.4 Consent of Grant Thornton LLP 281

23.5 Consent of Ferris, Baker Watts, Incorporated 282

23.6 Consent of Arnett & Foster 283

24 Power of Attorney (Incorporated in the
Registration Statement) *

99.1 Vandalia Form of Proxy 284

* Indicates document previously provided or incorporated by reference.

(1) This exhibit is being incorporated by reference with respect
to a prior Registration Statement filed by the Registrant on
Form S-4 under Registration No. 333-3905 which was filed with
the Securities and Exchange Commission on June 20, 1996.

(2) This exhibit is being incorporated by reference with respect
to a prior Registration Statement filed by the Registrant on
Form S-4 under Registration No. 33-42157 which was filed with
the Securities and Exchange Commission on August 9, 1991.

(3) This exhibit is being incorporated by reference with respect
to a prior Registration Statement filed by the Registrant on
Form S-4 under Registration No. 33-72228 which was filed with
the Securities and Exchange Commission on November 30, 1993.

174

EXHIBIT 2

AGREEMENT AND PLAN OF MERGER
----------------------------

THIS AGREEMENT AND PLAN OF MERGER (hereinafter called

"Agreement"), made and entered into as of the 18th day of July,

1996, by and between WESBANCO, INC., a West Virginia corporation,

with its principal place of business located at Bank Plaza,

Wheeling, West Virginia (hereinafter called "Wesbanco"), party of

the first part, VANDALIA NATIONAL CORPORATION, a Delaware

corporation, with its principal place of business located at 344

High Street, Morgantown, West Virginia, 26507, (hereinafter

called "Vandalia") party of the second part, VNC CORPORATION

(hereinafter called "VNC"), a corporation to be formed under the

laws of the State of West Virginia by Wesbanco as its wholly-

owned subsidiary solely for the purpose of effecting the

acquisition contemplated by this Agreement, party of the third

part, (effective as of its organization and execution of this

Agreement) and WESBANCO BANK FAIRMONT, INC., a West Virginia

banking corporation, with its principal place of business located

at 301 Adams Street, Fairmont, WV, 26555, party of the fourth

part (hereinafter called "Fairmont").

WHEREAS, Wesbanco is a West Virginia corporation duly

organized and validly existing under the laws of the State of

West Virginia, and is a registered bank holding company under the

Bank Holding Company Act of 1956, as amended, and

WHEREAS, Vandalia is a Delaware corporation duly organized

and validly existing under the laws of the State of Delaware, and

is a registered bank holding company under the Bank Holding

Company Act of 1956, as amended, which owns one subsidiary,

namely, The National Bank of West Virginia (hereinafter also

referred to as "Subsidiary"), and

175

WHEREAS, VNC will be a corporation duly organized and

validly existing under the laws of the State of West Virginia

which corporation shall be organized to effect the terms and

conditions of this Agreement, and

WHEREAS, the Board of Directors of Wesbanco, by a majority

vote of all the members thereof, has approved this Agreement and

has authorized the execution hereof in counterparts; the Board of

Directors of VNC shall, prior to the execution hereof by VNC,

have by a majority vote of all of the members and shareholders

thereof, approved this Agreement and authorized the execution

hereof in counterparts, all upon the issuance of VNC's Charter as

hereinafter provided, and

WHEREAS, Wesbanco desires to acquire Vandalia and the Board

of Directors of Vandalia has determined that, subject to all of

the conditions of this Agreement, including but not limited to

the requirement that certain tax rulings and fairness opinions be

obtained, it would be in the best interests of Vandalia and its

shareholders for Vandalia to enter into this Agreement to become

affiliated with Wesbanco, and

WHEREAS, it is proposed that Wesbanco, Vandalia, VNC and

Fairmont enter into this Agreement whereby VNC will merge with

and into Vandalia (the "Merger") and the outstanding shares of

common stock of Vandalia, par value $1.00, ("Vandalia Common

Stock"), will be converted into shares of common stock of

Wesbanco, par value $2.0833, ("Wesbanco Common Stock") at an

exchange ratio of 1.2718 shares of Wesbanco Common Stock for each

share of Vandalia Common Stock exchanged therefor, or, at the

election of such shareholder, will be exchanged for the right to

receive $34.34 per share in cash, and the Subsidiary will be

merged with and into Fairmont with Fairmont as the surviving

corporation (the "Bank Merger").

176

NOW, THEREFORE, for and in consideration of the mutual

promises and covenants hereinafter set forth, and in accordance

with the provisions of applicable law, and intending to be

legally bound hereby, the parties hereto do hereby agree as

follows:

SECTION 1

VNC
---
1.1 Formation. Wesbanco shall promptly cause VNC to be
---------
duly organized as a business corporation under the laws of the

State of West Virginia. VNC will be wholly-owned by Wesbanco at

all times through the closing of the transactions contemplated by

this Agreement.

1.2 Conduct of Business. Wesbanco shall not permit VNC to
--------------------
conduct any business operations other than such activities which

are necessary to consummate the merger contemplated in the

Agreement.

1.3 Execution of Agreement. Promptly after the
-----------------------
organization of VNC, Wesbanco shall cause VNC to take all

necessary and proper action to ratify, approve, adopt and execute

the Agreement and to undertake the performance of all of the

terms and conditions of the Agreement to be performed by VNC.

1.4 Voting of VNC Shares. Promptly after the organization
---------------------
of VNC, Wesbanco, as sole shareholder of VNC, shall vote all of

the shares of VNC in favor of the Merger.

SECTION 2

THE MERGER
----------
2.1 The Merger. At the Effective Time (as defined in

Section 2.5), subject to the provisions of this Agreement, VNC

shall merge with Vandalia, under the charter of Vandalia.

177

Vandalia shall be the surviving corporation (hereinafter also

called the "Surviving Corporation").

2.2 Effect of Merger. At the Effective Time, the corporate
-----------------
existence of VNC, with all of its purposes, powers and objects,

and all of its rights, assets, liabilities and obligations, shall

cease. Vandalia as the Surviving Corporation shall continue

unaffected and unimpaired by the Merger. Vandalia as the

Surviving Corporation shall also succeed to all of the rights,

assets, liabilities and obligations of VNC in accordance with the

General Corporation Law of Delaware ("DCA"). Upon the Effective

Date, (as defined in Section 12.5 hereof), the separate existence

and corporate organization of VNC shall cease.

2.3 Closing. Wesbanco, Vandalia and VNC will jointly
--------
request the Secretary of State of Delaware to issue a Certificate

of Merger on the date of the closing described in Section 12.4

hereof (the "Closing" and the "Closing Date").

2.4 VNC's Obligations. VNC shall at any time, or from time
------------------
to time, as and when requested by the Surviving Corporation, or

by its successors and assigns, execute and deliver, or cause to

be executed and delivered in its name by its last acting

officers, or by the corresponding officers of the Surviving

Corporation, all such conveyances, assignments, transfers, deeds,

or other instruments, and shall take or cause to be taken such

further or other action as the Surviving Corporation, its

successors or assigns, may deem necessary or desirable in order

to evidence the transfer, vesting or devolution of any property,

right, privilege or franchise or to vest or perfect in or confirm

to the Surviving Corporation, its successors and assigns, title

to and possession of all the property, rights, privileges,

powers, immunities, franchises and interests referred to in this

Agreement and otherwise to carry out the intent and purposes

hereof, all at the expense of the Surviving Corporation.

178

2.5 Articles of Merger. Subject to the terms and
-------------------
conditions herein provided, Articles of Merger, incorporating

this Agreement, shall be executed to comply with the applicable

filing requirements of the DCA at the Closing and on the Closing

Date. On the Closing Date, such Articles of Merger shall be

filed with the Secretary of State of the State of Delaware, who

will duly issue a Certificate of Merger. The Surviving

Corporation shall record said Certificate of Merger in the office

of the Clerk of the County Commission of Monongalia County. The

Merger shall become effective on the date (the "Effective Date")

and at the time (which time is hereinafter called the "Effective

Time") when such Certificate of Merger is issued by the Secretary

of State.

SECTION 3

THE BANK MERGER
---------------
3.1 The Bank Merger. At the Effective Time of the Bank
----------------
Merger (as defined in Section 3.5), subject to the provisions of

this Agreement, the Subsidiary shall merge with Fairmont, under

the charter of Fairmont. Fairmont shall be the surviving

corporation (hereinafter also called the "Surviving Bank

Corporation").

3.2 Effect of Merger. At the Effective Time, the corporate
-----------------
existence of Fairmont, with all of its purposes, powers and

objects, and all of its rights, assets, liabilities and

obligations, shall continue unaffected and unimpaired by the

Merger, and Fairmont as the Surviving Bank Corporation shall

continue to be governed by the laws of the State of West

Virginia. Fairmont as the Surviving Bank Corporation shall also

succeed to all of the rights, assets, liabilities and obligations

of the Subsidiary in accordance with the West Virginia

Corporation Act ("WVCA"). Upon the Effective Date of the Bank

Merger (as defined in Section 12.5 hereof, the separate existence

179

and corporate organization of the Subsidiary shall cease. This

section shall not be construed (i) to limit the ability of

Wesbanco and its subsidiaries to terminate the employment of any

employee of the Subsidiary or to review employee benefit programs

from time to time and to make such changes as Wesbanco deems

appropriate, or (ii) to require Wesbanco or its subsidiaries to

provide employees or former employees of the Subsidiary with post-

retirement medical benefits.

3.3 Closing. Fairmont and the Subsidiary will jointly
--------
request the Secretary of State of West Virginia to issue a

Certificate of Merger on the date of the closing described in

Section 12.4 hereof (the "Closing" and the "Closing Date").

3.4 Subsidiary's Obligations. The Subsidiary shall at any
-------------------------
time, or from time to time, as and when requested by the

Surviving Bank Corporation, or by its successors and assigns,

execute and deliver, or cause to be executed and delivered in its

name by its last acting officers, or by the corresponding

officers of the Surviving Bank Corporation, all such conveyances,

assignments, transfers, deeds, or other instruments, and shall

take or cause to be taken such further or other action as the

Surviving Bank Corporation, its successors or assigns, may deem

necessary or desirable in order to evidence the transfer, vesting

or devolution of any property, right, privilege or franchise or

to vest or perfect in or confirm to the Surviving Bank

Corporation, its successors and assigns, title to and possession

of all the property, rights, privileges, powers, immunities,

franchises and interests referred to in this Agreement and

otherwise to carry out the intent and purposes hereof, all at the

expense of the Surviving Bank Corporation.

3.5 Articles of Merger. Subject to the terms and
-------------------
conditions herein provided, Articles of Merger, incorporating

this Agreement, shall be executed to comply with the applicable

180

filing requirements of the WVCA at the Closing and on the Closing

Date. On the Closing Date, such Articles of Merger shall be

filed with the Secretary of State of the State of West Virginia,

who will duly issue a Certificate of Merger. The Surviving Bank

Corporation shall record said Certificate of Merger in the office

of the Clerk of the County Commission of Marion County. The

Merger shall become effective on the date (the "Effective Date")

and at the time (which time is hereinafter called the "Effective

Time") when such Certificate of Merger is issued by the Secretary

of State.

SECTION 4

ARTICLES OF INCORPORATION;
BYLAWS; BOARD OF DIRECTORS AND OFFICERS
---------------------------------------
4.1 Vandalia. The Articles of Incorporation of Vandalia,
---------
as organized, shall constitute the Articles of Incorporation of

the Surviving Corporation. The Bylaws of Vandalia as in effect

on the Effective Date shall constitute the Bylaws of the

Surviving Corporation. The directors and officers of VNC on the

Effective Date shall become the directors and officers of the

Surviving Corporation. Any vacancy in the Board of Directors or

officers may be filled in the manner provided in the Bylaws of

the Surviving Corporation. The directors and officers shall hold

office as prescribed in the Bylaws.

4.2 Fairmont. The Articles of Incorporation of Fairmont
---------
and the Bylaws of Fairmont, as in effect on the Effective Date,

shall continue as the Articles of Incorporation and Bylaws of

Fairmont until the same shall thereafter be altered, amended or

repealed in accordance with law, such Articles of Incorporation

or said Bylaws. The directors and officers of Fairmont on the

Effective Date shall continue as the directors and officers of

Fairmont after the Bank Merger and shall hold office as

prescribed in the Bylaws of Fairmont and applicable law, until

181

their successors shall have been elected and shall qualify.

4.3 Fairmont Directors. Wesbanco covenants and agrees that
-------------------
as of the Effective Date it will appoint, as additional directors

of Fairmont, C. Barton Loar, Vaughn L. Kiger, Robert

D'Alessandri, John W. Fisher, II, Roger E. King and Reed J.

Tanner. Such individuals shall serve until their successors

shall have been duly elected and qualified. Wesbanco also

covenants and agrees that as of the Effective Date it will

appoint C. Barton Loar and Vaughn L. Kiger as members of the

Executive Committee of the Board of Directors of Fairmont and

covenants and agrees that it will continue to appoint or elect

said individuals to the Executive Committee of the Board for so

long as such individuals serve as Directors of Fairmont.

4.4 Wesbanco Director. Wesbanco covenants and agrees that
------------------
as of the Effective Date it will appoint, as an additional

director of Wesbanco, Reed J. Tanner. Such individual shall

serve until the next annual meeting of shareholders, and Wesbanco

shall include such person on the list of nominees for the

position of director for which the Board shall solicit proxies at

its next annual meeting of shareholders for a full three year

term.

SECTION 5

SHAREHOLDER APPROVALS
---------------------
5.1 Vandalia Shareholders' Meeting. Subject to the receipt
-------------------------------
by Vandalia of the fairness opinion described in Section 12.3(c)

hereof, Vandalia shall submit the Agreement to its shareholders

in accordance with the DCA at a meeting duly called, properly

noticed and held at the earliest practicable date (considering

the regulatory approvals required to be obtained) after the

receipt of such opinion. In connection with such meeting,

Vandalia shall send to its shareholders the Proxy Statement

referred to in Section 14.1 hereof. Subject to the fiduciary

182

duties of the Board of Directors of Vandalia to Vandalia and its

shareholders, the Board of Directors of Vandalia shall recommend

a vote in favor of the Merger and shall use its best efforts to

obtain at such meeting the affirmative vote of the Vandalia

shareholders required to effectuate the transactions contemplated

by the Agreement.

5.2 VNC and Fairmont Shareholder Meetings. VNC and Fairmont
--------------------------------------
shall promptly submit the Agreement to their shareholders,

Wesbanco and FFB Corporation, for approval in accordance with the

WVCA. Wesbanco agrees to vote, or to cause the vote of, the

shares of such subsidiary corporations in favor of the proposed

transactions.

5.3 Subsidiary Shareholders Meeting. The Subsidiary shall
--------------------------------
promptly submit the Agreement to its shareholder, Vandalia, for

approval in accordance with the laws of the United States

applicable to National Banks. Vandalia agrees to vote the shares

of such subsidiary corporation in favor of the proposed

transaction.

SECTION 6

CONVERSION OF SHARES
--------------------
6.1 Conversion, Ratio and Option. The manner of converting
-----------------------------
or exchanging the shares of Vandalia, VNC and the Subsidiary

shall be as follows:

(a) Each share of Vandalia Common Stock

issued and outstanding immediately prior to the

Effective Time, except shares of Vandalia Common

Stock issued and held in treasury of Vandalia or

beneficially owned by VNC or Wesbanco, other than

in a fiduciary capacity by Wesbanco for others, and

shares as to which appraisal rights are exercised

pursuant to Section 262 of the DCA, shall by virtue

of the Merger

183

and at the Effective Time of the

Merger be converted into, without action on the

part of the holder thereof, the right to receive,

the whole number of shares of Wesbanco Common Stock

equal to the Exchange Ratio into which such stock

shall have been converted by reason of the Merger,

or at the election of such holder be exchanged for

cash at the rate of $34.34 for each share of

Vandalia Common Stock. The "Exchange Ratio",

subject to any adjustment thereto made in

accordance with Subsection (c) hereof, shall be

equal to 1.2718 shares of Wesbanco Common Stock for

each share of Vandalia Common Stock. In the

absence of such an election, the shares shall be

converted into Wesbanco Common Stock at the

Exchange Ratio above provided.

(b) No fractional shares of Wesbanco Common

Stock will be issued in connection with the Merger.

In lieu thereof each stockholder of Vandalia

otherwise entitled to a fractional share of

Wesbanco will receive cash therefore in an amount

based on a value of $27.00 per whole share of

Wesbanco stock, at the time of the exchange, or at

the election of such holder, shall be entitled to

purchase the remaining fraction of such share from

Wesbanco based on such price.

Common Stock by reason of stock dividends, split-

ups, mergers, recapitalizations, combinations,

exchanges of shares (by Wesbanco shareholders) or

the like, the type and number of shares to be

issued pursuant to Section 6.1(a) hereof

184

shall be adjusted proportionately.

(d) Each outstanding warrant of Vandalia

issued and outstanding immediately prior to the

Effective Time shall, by virtue of the Merger and

at the Effective Time of the Merger, be converted

into, without action on the part of the holder

thereof, the right to receive $18.34 in cash.

(e) Each share of the common stock of VNC

issued and outstanding immediately prior to the

Effective Date shall, on the Effective Date of the

merger, be converted into an equal number of issued

and outstanding shares of the Surviving

Corporation.

(f) Each share of the common stock of the

Subsidiary issued and outstanding immediately prior

to the Effective Date of the Bank Merger shall, on

the Effective Date, be converted into an equal

number of issued and outstanding shares of the

Surviving Bank Corporation.

6.2 Shares Owned by Vandalia, Wesbanco or VNC. Each share
------------------------------------------
of Vandalia Common Stock issued and held in the treasury of

Vandalia or beneficially owned by Wesbanco or VNC, other than in

a fiduciary capacity, at the Effective Time of the Merger shall

be canceled and no cash or other property shall be delivered in

exchange therefore.

6.3 Exchange for Stock. On and after the Effective Date of
-------------------
the Merger, each holder of Vandalia Common Stock, upon

presentation and surrender of a certificate or certificates

therefore to the Exchange Agent (Wesbanco Bank Wheeling), shall

be entitled to receive in exchange therefore (i) a certificate or

certificates representing the number of shares of Wesbanco Common

Stock to which he or she is entitled as provided herein, and

payment in cash for any

185

fractional share of common stock which he

is entitled to receive, without interest, should such shareholder

not elect to purchase the remaining fraction of such share of

common stock at the price above set forth, or, (ii) at the

election of such holder, cash in the amount of $34.34 for each

share of Vandalia Common Stock held. Until so presented and

surrendered in exchange for a certificate representing Wesbanco

Common Stock or cash as above provided, each certificate which

represented issued and outstanding shares of Vandalia Common

Stock immediately prior to the Effective Time shall be deemed for

all purposes to evidence ownership of the number of shares of

Wesbanco Common Stock into which such shares of stock have been

converted pursuant to the Merger. Until surrender of such

certificates in exchange for certificates representing the

converted stock, the holder thereof shall not receive any

dividend or other distribution payable to holders of shares of

such stock; provided, however, that upon surrender of such

certificates representing such converted stock in exchange for

certificates representing the stock into which it has been

converted, there shall be paid to the record holder of the

certificate representing Wesbanco Common Stock issued upon such

surrender, the amount of dividends or other distributions

(without interest) which theretofore became payable with respect

to the number of shares of such stock represented by the

certificate or certificates to be issued upon such surrender,

together with payment of cash for any fractional share to which

such holder is entitled, as above set forth.

6.4 Closing of Stock Transfer Books. On the Effective
--------------------------------
Date, the stock transfer books of Vandalia shall be closed, and

no shares of Vandalia Common Stock outstanding the day prior to

the Effective Date shall thereafter be transferred.

6.5 Directors' Qualifying Shares. Immediately upon
-----------------------------
completion of the mergers

186

provided for above, the newly elected

Directors of Fairmont shall maintain at least the minimum number

of shares of Wesbanco Common Stock as are required to be held as

directors' qualifying shares under applicable law for membership

on the Board of Directors of Fairmont.

SECTION 7

APPRAISAL RIGHTS
----------------
7.1 Subject to the rights of Wesbanco and Vandalia, as

permitted by Section 12.1(j) of the Agreement, to terminate the

Agreement and abandon the Merger in the event that the number of

Objecting Shares (as hereinafter defined) shall exceed 10% of the

shares of Vandalia issued and outstanding on the date of the

shareholders' meeting described in Sections 5.1 and 14.1 of this

Agreement and entitled to vote on this Agreement (hereinafter,

"Voting Shares"), the rights and remedies of a dissenting

shareholder under the DCA shall be afforded to any shareholder of

Vandalia who makes written demand for appraisal of his shares in

a timely manner in accordance with the DCA, and who takes the

necessary steps in a timely manner in accordance with the DCA to

perfect such shareholder's rights as a dissenting shareholder

(such shareholder being hereafter referred to as a "Dissenting

Shareholder"). The Surviving Corporation will make such payments

as are required to be made to Dissenting Shareholders in the

exercise of such rights. The term "Objecting Shares" shall mean

the shares of those holders of Vandalia stock who shall make

written demand with respect to such shares, in a timely manner in

accordance with the DCA, and shall not vote in favor of the

Agreement, in accordance with Section 262 of the DCA. The

Objecting Shares held by shareholders who do not become

Dissenting Shareholders shall be converted into Wesbanco Common

Stock in accordance with Section 6 hereof.

SECTION 8

187

REPRESENTATIONS, WARRANTIES AND COVENANTS OF VANDALIA
-----------------------------------------------------
Vandalia represents and warrants to and covenants with

Wesbanco and VNC, in its own right and with respect to its wholly

owned Subsidiary, that:

8.1 Organization and Qualification of Vandalia. Vandalia is
-------------------------------------------
a corporation duly organized, validly existing and in good

standing under the laws of the State of Delaware and has the full

corporate power and authority to own all of its properties and

assets and to carry on its business as it is now being conducted,

and neither the ownership of its property nor the conduct of its

business requires it or its Subsidiary to be qualified to do

business in any other jurisdiction, except where the failure to

be so qualified, considering all such cases in the aggregate,

does not involve a material risk to the business, properties,

financial position or results of operations of Vandalia and its

Subsidiary taken as a whole.

8.2 Authorization of Agreement. The Board of Directors of
---------------------------
Vandalia has authorized the execution of this Agreement as set

forth herein, and subject to the approval of this Agreement by

the shareholders of Vandalia as provided in the Articles of

Incorporation and Bylaws of Vandalia and applicable Delaware law,

Vandalia has the corporate power and is duly authorized to merge

with VNC pursuant to this Agreement, and this Agreement is a

valid and binding agreement of Vandalia enforceable in accordance

with its terms, except as enforceability may be subject to

applicable bankruptcy, insolvency, moratorium or other similar

laws affecting the enforcement of creditors' rights generally and

to any equitable principles limiting the right to obtain specific

performance of certain obligations thereunder.

8.3 No Violation of Other Instruments. Subject to
----------------------------------
obtaining any required consent (which consents will be obtained

by Vandalia prior to Closing), the execution and delivery of this

188

Agreement do not, and the consummation of the Merger and the Bank

Merger and the transactions contemplated hereby will not, violate

any provisions of Vandalia's Articles of Incorporation or Bylaws,

or any provision of, or result in the acceleration of any

obligation under, any material mortgage, deed of trust, note,

lien, lease, franchise, license, permit, agreement, instrument,

law, order, arbitration award, judgment or decree or in the

termination of any material license, franchise, lease or permit

to which Vandalia or the Subsidiary are a party or by which they

are bound. After the approval of this Agreement by the

shareholders of the common stock of Vandalia, the Board of

Directors and the shareholders of Vandalia will have taken all

corporate action required by applicable law, the Articles of

Incorporation of Vandalia, its Bylaws or otherwise to authorize

the execution and delivery of this Agreement and to authorize the

Merger of Vandalia and VNC pursuant to this Agreement.

8.4 Financial Statements. Vandalia has delivered to
---------------------
Wesbanco copies of its consolidated statements of condition as of

December 31, 1995, 1994, and 1993 and the interim period ended

March 31, 1996, and its consolidated statements of income,

consolidated statements of changes in shareholders' equity and

consolidated statements of changes in financial position for the

three year period ended December 31, 1995, and the interim period

ended March 31, 1996, together with the notes thereto,

accompanied by an audit report relating to the financial

statements for the three years ended December 31, 1995, of Arnett

& Foster, Certified Public Accountants. Such statements,

together with the related notes to all of said financial

statements, present fairly the consolidated financial position of

Vandalia and the Subsidiary and the consolidated results of their

operations as of the dates and for the periods ended on the dates

specified in accordance with generally accepted accounting

principles consistently applied

189

throughout the periods indicated,

except as may be specifically disclosed in those financial

statements, including the notes to the financial statements

attached thereto and subject to normal recurring year end

adjustments.

8.5 Subsidiary of Vandalia. The sole subsidiary
-----------------------
corporation of Vandalia is The National Bank of West Virginia,

Morgantown, West Virginia, a national banking association. Such

corporation is duly organized, validly existing, and in good

standing under the laws of the United States, and has the

requisite corporate power and authority to own and lease its

properties and to conduct its business as it is now being

conducted and is currently contemplated to be conducted.

Vandalia owns 100% of the issued and outstanding stock of such

corporation. All issued and outstanding shares of stock of the

Subsidiary have been fully paid, were validly issued and are

nonassessable.

8.6 No Action, Etc. Except as disclosed in the Disclosure
---------------
Schedule of Vandalia dated not more than 30 days from the date

hereof (the "Vandalia Disclosure Schedule"), and as supplemented

on the Effective Date, there are no suits, actions, proceedings,

claims or investigations (formal or informal) pending, or to the

knowledge of Vandalia, threatened against or relating to

Vandalia, its Subsidiary, their business or any of their

properties or against any of their officers or directors (in

their capacity as such) in law or in equity or before any

governmental agency. There are no suits, actions, proceedings,

claims or investigations against Vandalia, its Subsidiary, their

properties or against any of their officers or directors (in

their capacity as such) in law or in equity or before any

governmental agency which, individually or in the aggregate,

would, or is reasonably likely to, if determined adversely to

such party, materially adversely affect the financial condition

(present or prospective), businesses, properties or operations of

190

Vandalia or its Subsidiary or the ability of Vandalia or its

Subsidiary to conduct their business as presently conducted or to

consummate the transactions contemplated hereby, and Vandalia

does not know of any basis for any such action or proceeding.

Except as disclosed in the Vandalia Disclosure Schedule, Vandalia

and its Subsidiary are not parties or subject to any cease and

desist order, agreement or similar arrangement with a regulatory

authority which restricts their operations or requires any

action, and neither Vandalia nor its Subsidiary is transacting

business in material violation of any applicable law, ordinance,

requirement, rule, regulation or order.

8.7 Capitalization. The authorized capital stock of
---------------
Vandalia consists of 1,000,000 shares of common stock, par value

of $1.00 per share, of which 282,994 shares are duly authorized,

validly issued and outstanding and are fully paid and

nonassessable as of the date hereof. There are also 32,764

warrants convertible into common stock at the exercise price of

$16.00 per share. There are no other options, warrants, calls or

commitments of any kind entitling any person to acquire, or

securities convertible into, Vandalia Common Stock, except as

provided in the Option Agreement dated the date hereof to be

issued in accordance with this Agreement. Vandalia has sufficient

authorized common stock to issue to Wesbanco if the Option

Agreement dated the date hereof is exercised by Wesbanco.

8.8 Copies of All Contracts, Leases, Etc. Vandalia has
-------------------------------------
furnished, or provided access, to Wesbanco true and complete

copies of all material contracts, leases and other agreements to

which Vandalia is a party or by which it is bound and of all

employment, pension, retirement, stock option, profit sharing,

deferred compensation, consultant, bonus, group insurance or

similar plans with respect to any of the directors, officers or

other employees of Vandalia and its

191

Subsidiary. A list of all

such documents is set forth in the Vandalia Disclosure Schedule,

and as updated on the Effective Date.

8.9 Materially Adverse Contracts. Neither Vandalia nor its
-----------------------------
Subsidiary is a party to or otherwise bound by any contract,

agreement, plan, lease, license, commitment or undertaking which

is materially adverse, materially onerous or materially harmful

to Vandalia and its Subsidiary taken as a whole. There is no

breach or default by any party of or with respect to any material

provision of any material contract to which Vandalia or its

Subsidiary are a party that would have a material adverse effect

upon the financial condition, operations, results of operations,

business or prospects of Vandalia and its Subsidiary taken as a

whole.

8.10 Undisclosed Liabilities. Vandalia and its Subsidiary
------------------------
have no material liabilities other than those liabilities

disclosed on or provided for in the financial statements

delivered pursuant to Section 8.4 hereof, or as disclosed in the

Vandalia Disclosure Schedule attached hereto and made a part

hereof.

8.11 Title to Properties. Except for capitalized leases,
--------------------
liens and encumbrances not material to the property, liens and

encumbrances on property acquired by Vandalia and its Subsidiary

in foreclosure of loans and existing at the time of foreclosure,

Vandalia and its Subsidiary have good and marketable title to all

of the property, interests in properties and other assets, real

and personal, set forth in their consolidated balance sheet as of

December 31, 1995, and applicable interim period balance sheets

or acquired since the date thereof, other than property disposed

of since such dates, subject to no material liens, mortgages,

pledges, encumbrances or charges of any kind except liens

reflected on said balance sheets or set forth in the financial

statements delivered pursuant to Section 8.4 hereof, and all of

their material leases

192

are in full force and effect and neither

Vandalia nor its Subsidiary is in material default thereunder.

No asset included in the financial statements referred to above

has been valued in such statements in excess of its cost less

depreciation or, in the case of investment securities, in excess

of cost, adjusted for amortization of premiums or accretion of

discounts. All material real and tangible personal property

owned by Vandalia or its Subsidiary and used or leased by

Vandalia or its Subsidiary in their business is in good

condition, normal wear and tear excepted, and is in good

operating order. All of such property is insured against loss

for at least 80% of the full replacement value thereof (less

applicable deductibles) by reputable insurance companies

authorized to transact business in the State of West Virginia.

8.12 Proxy Statement. The Proxy Statement referred to in
----------------
Section 14 or any amendment or supplement thereto mailed to the

holders of the common stock of Vandalia will not contain any

untrue statement of a material fact concerning Vandalia or omit

to state a material fact concerning Vandalia required to be

stated therein or necessary to make the statements contained

therein, in light of the circumstances under which they were

made, not misleading with respect to Vandalia, and will comply,

as to form in all material respects, with the requirements of the

United States and West Virginia securities laws and any other

applicable Blue Sky Laws.

8.13 ERISA. Except as disclosed in the Vandalia Disclosure
------
Schedule, (i) each employee benefit plan subject to Titles I

and/or IV of ERISA and established or maintained for persons

including employees or former employees of Vandalia, or its

Subsidiary, (hereinafter collectively referred to as "Plan") has

been maintained, operated, administered and funded in accordance

with its terms and with all material provisions of ERISA and the

193

Internal Revenue Code ("IRC") applicable thereto; (ii) no event

reportable under Section 4043 of ERISA has occurred and is

continuing with respect to any Plan; (iii) no liability to PBGC

has been incurred with respect to any Plan, other than for

premiums due and payable, and all premiums required to have been

paid to PBGC as of the date hereof have and as of the Effective

Date will have been paid; (iv) no Plan has been terminated, no

proceedings have been instituted to terminate any Plan, and no

decision has been made to terminate or institute proceedings to

terminate any Plan; (v) no Plan is a multi-employer Plan; (vi)

there has been no cessation of, and no decision has been made to

cease, operations at a facility or facilities where such

cessation could reasonably be expected to result in a separation

from employment of more than 20% of the total number of employees

who are participants under any plan; (vii) each Plan which is an

employee pension plan meets the requirements of "qualified plans"

under Section 401(a) of the IRC; (viii) no accumulated funding

deficiency within the meaning of Section 412 of the IRC or

Section 302 of ERISA has been incurred with respect to any Plan

subject to the funding standards of those provisions; (ix) with

respect to each Plan, there have been no prohibited transactions

as defined in Section 406 of ERISA or Section 4975 of the IRC,

and there are no actions, suits or claims with respect to the

assets thereof (other than routine claims for benefits) pending

or threatened; and (x) all required reports, descriptions and

notices (including, but not limited to, Form 5500 Annual Reports,

Summary Annual Reports and Summary Plan Descriptions) have been

appropriately filed or distributed with respect to each Plan.

8.14 Exchange Act Reports. Vandalia is not required to file
---------------------
annual or other periodic reports under the Securities Exchange

Act of 1934 (the "Act").

8.15 Labor Disputes. Neither Vandalia nor its Subsidiary is
---------------
directly or indirectly involved in or threatened with any labor

194

dispute, including, without limitation, matters regarding

discrimination by reason of race, creed, sex, handicap or

national origin, which would materially and adversely affect

their financial condition, assets, businesses or operations taken

as a whole. No collective bargaining representatives represent

any employees of Vandalia or the employees of its Subsidiary, and

no petition for election of any collective bargaining

representative has been filed and to the knowledge of Vandalia

and its Subsidiary no organizational campaign on behalf of any

collective bargaining unit has been undertaken by or on behalf of

the employees of Vandalia or its Subsidiary.

8.16 Reserve for Possible Loan Losses. The reserve for
---------------------------------
possible loan losses shown on the consolidated balance sheets of

Vandalia and its Subsidiary as of December 31, 1995, and the

interim period ending March 31, 1996, delivered pursuant to this

Agreement, which financial statements are attached to the

Vandalia Disclosure Schedule, are adequate in all material

respects as of the respective dates thereof.

8.17 Taxes. Except as disclosed in the Vandalia Disclosure
------
Schedule:

(a) Vandalia and its Subsidiary have timely

and properly filed all Federal Income Tax Returns

and all other federal, state, municipal and other

tax returns which they are required to file, either

on their own behalf or on behalf of their employees

or other persons or entities, all such returns and

reports being true and correct and complete in all

material respects, and have paid all taxes,

including penalties and interest, if any, which

have become due pursuant to such returns or reports

or forms or pursuant to assessments received by

them;

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(b) Neither the Internal Revenue Service nor

any other taxing authority is now asserting against

Vandalia or its Subsidiary, or, to its knowledge,

threatening to assert against them, or any of them,

any material deficiency or claim for additional

taxes, interest or penalty;

threatened examination of the Federal Income Tax

Returns of Vandalia or its Subsidiary, and, except

for tax years still subject to the assessment and

collection of additional Federal income taxes under

the three year period of limitations prescribed in

IRC Section 6501(a), no tax year of Vandalia or its

Subsidiary remains open to the assessment and

collection of additional material Federal Income

Taxes; and

(d) There is no pending or, to its knowledge,

threatened examination of the West Virginia

Business Franchise Tax Returns of Vandalia or its

Subsidiary, and, except for tax years still subject

to the assessment and collection of additional

Business Franchise Taxes under the three year

period of limitations prescribed in W.Va. Code

Annot. Section 11-10-15, no tax year of Vandalia or

its Subsidiary remains open to the assessment and

collection of additional Business Franchise Taxes.

(e) Vandalia, and its Subsidiary, have

properly accrued and reflected on their December

31, 1995, consolidated balance sheet, delivered

pursuant to Section 8.4 hereof, and have thereafter

to the date hereof properly accrued, and will from

the date hereof through the Closing Date properly

196

accrue, all liabilities for taxes and assessments,

and will timely and properly file all such federal,

state, local and foreign tax returns and reports

and forms which they are required to file, either

on their own behalf or on behalf of their employees

or other persons or entities, all such returns and

reports and forms to be true and correct and

complete in all respects, and will pay or cause to

be paid when due all taxes, including penalties and

interest, if any, which have become due pursuant to

such returns or reports or forms or pursuant to

assessments received by them, all such accruals

being in the aggregate sufficient for payment of

all such taxes and assessments.

8.18 Absence of Certain Changes. Except as may be disclosed
---------------------------
in the Vandalia Disclosure Schedule, or except in connection

with the transactions contemplated by this Agreement, since

December 31, 1995:

(a) There has been no change in the material

assets, financial condition or liabilities

(contingent or otherwise), business, or results of

operations of Vandalia and its Subsidiary which has

had, or changes which in the aggregate have had, a

materially adverse effect on such material assets,

financial condition or results of operations of

Vandalia and its Subsidiary taken as a whole, nor

to their knowledge, has any event or condition

occurred which may result in such change or

changes;

(b) There has not been any material damage,

destruction or loss by reason of fire, flood,

accident or other casualty (whether insured or not

197

insured) materially and adversely affecting the

assets, financial condition, business or operations

of Vandalia or its Subsidiary taken as a whole;

business, neither Vandalia nor its Subsidiary has

disposed of, or agreed to dispose of, any of their

material properties or assets, nor have they leased

to others, or agreed to so lease, any of such

material properties or assets;

(d) There has not been any change in the

authorized, issued or outstanding capital stock or

warrants of Vandalia except as provided for in this

Agreement, or any material change in the

outstanding debt of Vandalia or its Subsidiary,

other than changes due to payments in accordance

with the terms of such debt or changes in deposits,

Federal funds purchased, repurchase agreements or

other short- term borrowings in the ordinary course

of business;

(e) Except as otherwise disclosed in this

Agreement, Vandalia has not granted any warrant,

option or right to acquire, or agreed to

repurchase, redeem or otherwise acquire, any shares

of its capital stock or any other of its securities

whatsoever;

(f) Vandalia and its Subsidiary have, and

shall have at Closing, personnel sufficient to

adequately staff all key positions within their

respective operations. Other than as disclosed by

Vandalia, there has not been any material increase

in the compensation or fees payable by Vandalia or

its Subsidiary to their respective directors or

officers for services in their capacities as such,

198

other than increases in the regular course of

business in accordance with past practices or the

personnel policies of Vandalia or its Subsidiary,

respectively, nor any material increase in

expenditures for any bonus, insurance, pension or

other employee benefit plan, payment or arrangement

for or with any of such directors or officers other

than increases in the regular course of business in

accordance with past practices or the personnel

policies of Vandalia or its Subsidiary;

(g) Neither Vandalia nor its Subsidiary has

made any material loan or advance other than in the

ordinary course of business;

(h) Neither Vandalia nor its Subsidiary has

made any expenditure or major commitment for the

purchase, acquisition, construction or improvement

of any material asset or assets which in the

aggregate would be material other than in the

ordinary course of business;

(i) Neither Vandalia nor its Subsidiary has

entered into any other material transaction,

contract or lease or incurred any other material

obligation or liability other than in the ordinary

course of business;

(j) There has not been any other event,

condition or development of any kind which

materially and adversely affects the material

assets, financial condition or results of

operations of Vandalia or its Subsidiary, taken as

a whole, and neither Vandalia nor its Subsidiary

has knowledge of any such event, condition or

development which may materially and adversely

affect the assets, financial condition or results

199

of operations of Vandalia and its Subsidiary, taken

as a whole.

8.19 Fidelity Bonds. The Subsidiary has continuously
--------------
maintained a fidelity bond insuring it against acts of dishonesty

by its officers and employees in such amounts as are required by

law and as are customary, usual and prudent for a bank of its

size. Since January 1, 1996, there have been no claims under

such bond and, except as disclosed in the Vandalia Disclosure

Schedule, neither Vandalia nor its Subsidiary is aware of any

facts which would form the basis of a claim under such bonds.

Neither Vandalia nor its Subsidiary has any reason to believe

that its fidelity coverage will not be renewed by the applicable

carrier on substantially the same terms as its existing coverage.

8.20 Negative Covenants. Except as otherwise contemplated
-------------------
hereby, between the date hereof and the Effective Date, or the

time when this Agreement terminates as provided herein, Vandalia

will not, except as contemplated by this Agreement, without the

prior written approval of Wesbanco:

(a) Make any change in its authorized capital

stock;

(b) Issue any shares of its common stock,

securities convertible into its common stock, or

any long term debt securities;

other rights to purchase shares of its common

stock;

(d) Declare or pay any dividends or other

distributions on any shares of common stock;

(e) Purchase or otherwise acquire, or agree

to acquire, for a consideration any share of its

capital stock (other than in a fiduciary capacity);

200

(f) Except as otherwise contemplated by this

Agreement or as disclosed in or permitted by or

under the conditions set forth in Section 8.18(f)

above and except for any amendments required by

law, enter into or amend any employment, pension,

retirement, stock option, profit sharing, deferred

compensation, consultant, bonus, group insurance or

similar plan in respect of any of its directors,

officers or other employees for services in their

capacities as such or materially increase its

contribution to any pension plan, except as

disclosed in the Vandalia Disclosure Schedule,

regarding pension or retirement plans or increases

in accordance with past practices;

(g) Take any action materially and adversely

affecting the financial condition (present or

prospective), businesses, properties or operations

of Vandalia or its Subsidiary, taken as a whole;

(h) Acquire or merge with any other company

or acquire any branch or, other than in the

ordinary course of business, any assets of any

other company;

(i) Except in the ordinary course of business

as heretofore conducted, and except as hereinabove

provided, mortgage, pledge or subject to a lien or

any other encumbrance any of its material assets,

dispose of any of its material assets, incur or

cancel any material debts or claims, or increase

any compensation or benefits payable to its

officers or employees (other than as permitted in

Sections 8.18(f) and 8.20(f) hereof), except in the

201

ordinary course of business as heretofore

conducted, or take any other action not in the

ordinary course of its business as heretofore

conducted or incur any material obligation or enter

into any material contract; or

(j) Amend its Articles of Incorporation or

Bylaws, except as may be necessary to carry out

this Agreement or as required by law.

8.21. Additional Covenants. Except as otherwise
---------------------
contemplated by this Agreement, Vandalia covenants and agrees:

(a) That it will promptly advise Wesbanco in

writing of the name and address of, and the number

of shares of Vandalia stock held by, each

stockholder who elects to exercise his or her

appraisal rights pursuant to Section 262 of the

DCA;

(b) Subsequent to the date of this Agreement

and prior to the Effective Date, that it will

operate its business only in the ordinary course

and in a manner consistent with past practice;

fiduciary duties of the Board of Directors to

Vandalia and its shareholders and in compliance

with applicable law, that it will use its best

efforts to take or cause to be taken all action

required under this Agreement on its part to be

taken as promptly as practicable so as to permit

the consummation of the Merger at the earliest

possible date and to cooperate fully with the other

parties to that end;

(d) Vandalia will not, and will not permit

any person acting on behalf of Vandalia or its

Subsidiary to, directly or indirectly, initiate or

202

solicit any acquisition proposal by any person,

corporation or entity. For the purposes of this

subsection, "acquisition proposal" means any

proposal to merge or consolidate with, or acquire

all or any substantial portion of the assets of,

Vandalia or its Subsidiary, or any tender or

exchange offer (or proposal to make any tender or

exchange offer) for any shares of stock of

Vandalia, or any proposal to acquire more than 5%

of the outstanding shares of stock of Vandalia or

any options, warrants or rights to acquire, or

securities convertible into or exchangeable for,

more than 5% of the outstanding shares of stock of

Vandalia. Vandalia will give Wesbanco notice by

telephone, promptly after receipt thereof, of all

material facts relating to any acquisition proposal

or any inquiry with respect to any acquisition

proposal and shall confirm such notice in writing

immediately thereafter;

(e) To promptly advise Wesbanco of any

material adverse change in the financial condition,

assets, businesses or operations of Vandalia or its

Subsidiary, taken as a whole, or any material

changes or inaccuracies in data provided to

Wesbanco pursuant to this Agreement;

(f) To maintain in full force and effect its

and its Subsidiary's present fire, casualty, public

liability, employee fidelity and other insurance

coverages or replacement insurance coverage at

substantially the same premium and insurance

levels;

(g) To cooperate with Wesbanco in furnishing

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such information concerning the business and

affairs of Vandalia, its Subsidiary and their

respective directors and officers as is reasonably

necessary or requested in order to prepare and file

any application for regulatory or governmental

approvals, including, but not limited to, an

application to the Federal Reserve Board, the

Federal Deposit Insurance Corporation and the West

Virginia Department of Banking for prior approval

of the acquisition of Vandalia by Wesbanco as

contemplated hereunder. Consistent with its

fiduciary duties, Vandalia will use its best

efforts to obtain the approval or consent of any

federal, state or other regulatory agency having

jurisdiction and of any other party to the extent

that such approvals or consents are required to

effect the Merger and the transactions contemplated

hereby or are required with respect to the

documents described in Section 8.3 hereof; and

(h) To cooperate with Wesbanco in furnishing

such information concerning the business of

Vandalia and its Subsidiary as is reasonably

necessary or requested in order to prepare and file

any Proxy Statement to be prepared in connection

with the Merger as provided in Section 14 hereof.

SECTION 9

REPRESENTATIONS, WARRANTIES AND COVENANTS OF WESBANCO AND VNC
-------------------------------------------------------------
Wesbanco and VNC represent and warrant to Vandalia and

covenant with Vandalia that:

9.1 Corporate Organization of Wesbanco and Subsidiaries.
----------------------------------------------------
Wesbanco is, and upon execution hereof VNC will be, a corporation

duly organized, validly existing and in good standing under the

204

laws of the State of West Virginia, with full corporate power and

authority to carry on its business as it is now being conducted

and as contemplated by the Agreement and to own the properties

and assets which it owns, and neither the ownership of its

property nor the conduct of its business requires it, or any of

its subsidiaries, to be qualified to do business in any other

jurisdiction except where the failure to be so qualified,

considering all such cases in the aggregate, does not involve a

material risk to the business, properties, financial position or

results of operations of Wesbanco and its subsidiaries taken as a

whole. Each of Wesbanco's subsidiaries ("Wesbanco Subs"), other

than VNC, is a West Virginia or Ohio corporation, duly organized

and validly existing in good standing under the laws of Ohio or

West Virginia, as the case may be, with full corporate power and

authority to carry on its business as it is now being conducted

and to own the properties and assets which it owns. All issued

and outstanding shares of stock of VNC and the Wesbanco Subs are

held, beneficially and of record, by Wesbanco and have been or,

as to VNC, on the date of its execution hereof, will have been,

fully paid, were validly issued and are nonassessable. There are

no options, warrants to purchase or contracts to issue, or

contracts or any other rights entitling anyone to acquire, any

other stock of VNC or any of the Wesbanco Subs or securities

convertible into shares of stock of VNC or any of the Wesbanco

Subs.

9.2 Authorization of Agreement. The Board of Directors of
---------------------------
Wesbanco has authorized the execution of this Agreement as set

forth herein, and, without further action by its Board of

Directors or shareholders, Wesbanco has the corporate power and

is duly authorized to execute and deliver this Agreement and

consummate the transactions contemplated herein, pursuant to this

Agreement, and this Agreement is a valid and binding agreement of

Wesbanco enforceable in accordance with its terms, except as

205

enforceability may be subject to applicable bankruptcy,

insolvency, moratorium or other similar laws affecting the

enforcement of creditors' rights generally and to any equitable

principles limiting the right to obtain specific performance of

certain obligations thereunder. Upon execution hereof by VNC and

Fairmont and subject to the approval hereof by Wesbanco and FFB

Corporation as their sole shareholder, VNC and Fairmont have the

corporate power to execute and deliver this Agreement and have

taken all action required by law, their Articles of

Incorporation, their Bylaws or otherwise to authorize and approve

such execution and delivery, the performance of the Agreement,

the Merger, the Bank Merger and the consummation of the

transactions contemplated hereby; and this Agreement is a valid

and binding agreement of VNC and Fairmont enforceable in

accordance with its terms, except as enforceability may be

subject to applicable bankruptcy, insolvency, moratorium or other

similar laws affecting the enforcement of creditors' rights

generally and to any equitable principles limiting the right to

obtain specific performance of certain obligations thereunder.

9.3 Transfer of Cash to Exchange Agent Prior to, or as of
-----------------------------------------------------
the Closing Date. Prior to, or at the Closing Date, Wesbanco
- -----------------
will deliver to the Exchange Agent, Wesbanco Bank Wheeling, for

the benefit of the shareholders and holders of the warrants of

Vandalia, an amount of cash sufficient to meet the necessary

amount of cash into which such common stock or warrants shall

have been converted pursuant to Section 6.

9.4 No Violation of Other Instruments. Subject to
----------------------------------
obtaining any required consents (which consents will be obtained

by Wesbanco prior to the Closing), the execution and delivery of

this Agreement do not, and the consummation of the Merger and the

Bank Merger and the transactions contemplated hereby will not,

violate any provision of the Articles of Incorporation or Bylaws

206

of Wesbanco or any of the Wesbanco Subs or any provision of, or

result in the acceleration of any obligation under, any material

mortgage, Deed of Trust, note, lien, lease, franchise, license,

permit, agreement, instrument, law, order, arbitration award,

judgment or decree, or in the termination of any material

license, franchise, lease or permit, to which Wesbanco or any of

the Wesbanco Subs, is a party or by which they are bound.

9.5 Application for VNC. Wesbanco shall cause to be filed
--------------------
with the West Virginia Secretary of State an application to

organize and incorporate VNC as a West Virginia corporation, in

accordance with the provisions of the West Virginia Code, and

upon the approval of such application and the issuance of a

Certificate of Incorporation for VNC by the Secretary of State of

West Virginia, Wesbanco shall cause VNC and Fairmont to execute

and enter into this Agreement and cause VNC and Fairmont to take

such action as is provided in this Agreement on their part to be

taken.

9.6 Good Faith. Wesbanco shall use its best efforts in
-----------
good faith to take or cause to be taken all action required under

this Agreement on its part to be taken as promptly as practicable

so as to permit the consummation of this Agreement at the

earliest possible date and cooperate fully with the other parties

to that end.

9.7 Exchange Act Reports. Wesbanco has delivered to
---------------------
Vandalia true and correct copies of its Form 10-K (Annual Report)

for the year ended December 31, 1995, and its Form 10-Q

(Quarterly Report) for the quarter ended March 31, 1996, as filed

with the SEC, all of which were prepared and filed in accordance

with the applicable requirements and regulations of the SEC.

Wesbanco has also delivered to Vandalia true and correct copies

of all documents and reports filed by Wesbanco with the SEC

pursuant to the Exchange Act since January 1, 1996 (the "Wesbanco

207

Reports"). Wesbanco has filed and will continue to file all

reports and other documents required to be filed with the SEC

pursuant to the Exchange Act in a timely manner. All of the

Wesbanco Reports complied in all material respects with the Act

and did not contain, as of their respective dates, any untrue

statement of a material fact or omit to state any material fact

necessary to make the statements therein not misleading in light

of the circumstances under which they were made.

9.8 Subsidiaries of Wesbanco. In addition to VNC, the
-------------------------
subsidiaries of Wesbanco are Wesbanco Bank Wheeling, a West

Virginia banking corporation, Wesbanco Bank Fairmont, Inc., a

West Virginia banking corporation, FFB Corporation, a West

Virginia corporation, Wesbanco Bank South Hills, a West Virginia

banking corporation, Wesbanco Bank Parkersburg, a West Virginia

banking corporation, Wesbanco Bank Kingwood, Inc., a West

Virginia corporation, Wesbanco Bank Barnesville, an Ohio banking

corporation, and Wesbanco Mortgage Company, a West Virginia

corporation. All have the requisite corporate power and

authority to own and lease their respective properties and to

conduct their respective businesses as they are now being

conducted and are currently contemplated to be conducted.

Wesbanco owns 100% of the issued and outstanding stock of all

such corporations.

9.9 Registered Bank Holding Company. Wesbanco is a duly
--------------------------------
registered bank holding company under the Bank Holding Company

Act of 1956, as amended.

9.10 Authority to Issue Cash. The cash to be paid by
------------------------
Wesbanco pursuant to this Agreement will be duly authorized by

all necessary corporate action at the time the Merger is

consummated.

9.11 Financial Statements. Wesbanco has delivered to Vandalia copies
--------------------

208

of its consolidated balance sheets as of December

31, 1995, 1994 and 1993 and the interim period ended March 31,

1996, and its consolidated statements of income, consolidated

statements of changes in shareholders' equity and consolidated

statements of changes in financial position for the three year

period ended December 31, 1995, and the interim period ended

March 31, 1996, together with the notes thereto, accompanied by

an audit report of Price Waterhouse, independent auditors. Such

statements and the related notes to all of said financial

statements, present fairly the consolidated financial position of

Wesbanco and its consolidated subsidiaries and the consolidated

results of their operations as of the dates and for the periods

ended on the dates specified in accordance with generally

accepted accounting principles consistently applied throughout

the periods indicated, except as may be specifically disclosed in

those financial statements, including the notes to the financial

statements attached thereto, and subject to normal recurring year

end adjustments.

9.12 No Action, Etc. Except as disclosed in the Wesbanco
---------------
Disclosure Schedule, dated not more than 30 days from the date

hereof (the "Wesbanco Disclosure Schedule"), and as supplemented

on the Effective Date, there are no suits, actions, proceedings,

claims or investigations (formal or informal) pending, or to the

knowledge of Wesbanco pending or threatened, against or relating

to Wesbanco, its subsidiaries, its businesses or any of its

properties or against any of their officers or directors (in

their capacity as such) in law or in equity or before any

governmental agency. There are no suits, actions, proceedings,

claims or investigations against or relating to Wesbanco, its

subsidiaries, its businesses, its properties or against any of

their officers or directors (in their capacity as such) in law or

in equity or before any governmental agency, which, individually

or in the aggregate, would, or is reasonably likely to, if

209

determined adversely to such party, materially adversely affect

the financial condition (present or prospective), businesses,

properties or operations of Wesbanco or its subsidiaries or the

ability of Wesbanco or its subsidiaries to conduct its business

as presently conducted or consummate the transaction contemplated

hereby, and Wesbanco does not know of any basis for any such

action or proceeding. Neither Wesbanco nor any of its

subsidiaries are a party or subject to any cease and desist

order, agreement or similar arrangement with a regulatory

authority which restricts its operations or requires any action

and neither Wesbanco nor any of its subsidiaries are transacting

business in material violation of any applicable law, ordinance,

requirement, rule, order or regulation.

9.13 Capitalization. The authorized capital stock of
---------------
Wesbanco consists of 25,000,000 shares of common stock, par value

of $2.0833 per share, of which 8,469,574 shares are duly

authorized, validly issued and outstanding (as of June 17, 1996)

and are fully paid and nonassessable, and 1,000,000 shares of

preferred stock, without par value, none of which are issued or

outstanding. There are no options, warrants, calls or

commitments of any kind entitling any person to acquire, or

securities convertible into, Wesbanco Common Stock, except as

disclosed on the Wesbanco Disclosure Schedule. At March 31,

1996, Wesbanco held 211,031 shares of its common stock as

treasury stock. Wesbanco has no other reserve commitments with

respect to its common stock.

Upon execution hereof by VNC, the authorized capital stock

of VNC consists of 100 shares of common stock, par value of

$25.00 per share, all of which such shares will be duly

authorized and validly issued and outstanding and will be fully

paid and nonassessable. There are no options, warrants, calls or

commitments of any kind relating to, or securities convertible

210

into VNC Common Stock.

9.14 Undisclosed Liabilities. Wesbanco and the Wesbanco
------------------------
Subs have no material liabilities other than those liabilities

disclosed on or provided for in the financial statements

delivered pursuant to Section 9.11 of this Agreement, or on the

Wesbanco Disclosure Schedule.

9.15 Title to Properties. Except for capitalized leases and
--------------------
liens and encumbrances not material to the property and liens and

encumbrances on property acquired by Wesbanco Subs in foreclosure

of loans and existing at the time of foreclosure, Wesbanco and

its subsidiaries have good and marketable title to all of the

property, interest in properties and other assets, real or

personal, set forth in its consolidated balance sheet as of

December 31, 1995, and applicable interim periods, or acquired

since that date, subject to no material liens, mortgages,

pledges, encumbrances, or charges of any kind except liens

reflected on said balance sheets, and all of its leases are in

full force and effect and neither Wesbanco nor any of its

subsidiaries is in material default thereunder. No asset

included in the financial statements referred to above has been

valued in such statements in excess of cost less depreciation or,

in the case of investment securities, in excess of cost, adjusted

for amortization of premiums or accretion of discounts. All real

and tangible personal property owned by Wesbanco or its

subsidiaries and used or leased by Wesbanco or its subsidiaries,

or for its business is in good condition, normal wear and tear

excepted, and is in good operating order. All of such property

is insured against loss for at least 80% of the full replacement

value thereof (less applicable deductibles) by reputable

insurance companies authorized to transact business in the States

of West Virginia and Ohio.

9.16 Registration Statement. The Registration Statement
-----------------------
referred to in Section 14.2 of this Agreement or any amendment or

supplement thereto mailed to the holders of the common stock of

211

Vandalia will not contain any untrue statement of a material fact

or omit to state a material fact required to be stated therein or

necessary to make the statements contained therein, in light of

the circumstances under which they were made, not misleading with

respect to Wesbanco, and will comply as to form in all material

respects with the requirements of the United States and West

Virginia securities laws and any other applicable Blue Sky laws.

9.17 ERISA. Except as disclosed in the Wesbanco Disclosure
------
Schedule (i) each employee benefit plan subject to Titles I

and/or IV of ERISA and established or maintained for persons

including employees or former employees of Wesbanco, or any of

its subsidiaries, (hereinafter referred to as "Plan") has been

maintained, operated, administered and funded in accordance with

its terms and with all material provisions of ERISA and the IRC

applicable thereto; (ii) no event reportable under Section 4043

of ERISA has occurred and is continuing with respect to any Plan;

(iii) no liability to PBGC has been incurred with respect to any

Plan, other than for premiums due and payable and all premiums

required to have been paid to PBGC as of the date hereof have

been and as of the Effective Date will have been paid; (iv) other

than the termination of the defined benefit pension plans of

Wheeling Dollar Bank, First National Bank and Trust Company, Wirt

County Bank, First-Tyler Bank & Trust Company, Brooke National

Bank, First National Bank of Barnesville, Albright National Bank

212

and First Fidelity Bancorp, Inc., no Plan has been terminated, no

proceedings have been instituted to terminate any Plan, and no

decision has been made to terminate or institute proceedings to

terminate any Plan; (v) with respect to the termination of the

defined benefit pension plans of Wheeling Dollar Bank, First

National Bank and Trust Company, Wirt County Bank, First-Tyler

Bank & Trust Company, Brooke National Bank, First National Bank

of Barnesville, Albright National Bank and First Fidelity

Bancorp, Inc., all required governmental and regulatory approvals

of such terminations have been obtained, all participants in such

Plans or their beneficiaries have received single premium annuity

contracts or other benefits which will provide those participants

or beneficiaries with the retirement income calculated under the

terms and conditions of such Plans, all liabilities of such Plans

have been paid, released, discharged or merged, and any surplus

assets remaining in such Plans after satisfaction of all of its

liabilities have been recovered by Wesbanco or its subsidiaries;

(vi) neither Wesbanco nor any of its subsidiaries currently are a

participating employer in any multi-employer or multiple employer

employee benefit pension plan (including any multi-employer plans

as defined in Section 3(37) of ERISA) and, with respect to any

multi-employer or multiple employer plan in which Wesbanco or any

of its subsidiaries was a participating employer, all

contributions due from Wesbanco or any of its subsidiaries to any

such multi-employer or multiple employer plan have been timely

paid and any additional contributions due on or before the

Effective Date shall have been paid; (vii) with respect to any

multi-employer pension plan subject to the Multi-Employer Pension

Plan Amendments Act of 1980 in which Wesbanco or any of its

subsidiaries was a participating employer, neither Wesbanco nor

any of its subsidiaries have incurred or will incur any

withdrawal liability, complete or partial, under Section 4201,

4203, or 4205 of ERISA, as a consequence of discontinuing

participating in such multi-employer pension plan; (viii) there

has been no cessation of, and no decision has been made to cease,

operations at a facility or facilities where such cessation could

reasonably be expected to result in a separation from employment

of more than 20% of the total number of employees who are

participants under any Plan; (ix) each Plan which is an employee

pension plan meets the requirements of "qualified plans" under

213

Section 401(a) of the IRC; (x) no accumulated funding deficiency

within the meaning of Section 412 of the IRC or Section 302 of

ERISA has been incurred with respect to any Plan subject to the

funding standards of those provisions; (xi) with respect to each

Plan, there have been no prohibited transactions as defined in

Section 406 of ERISA or Section 4975 of the IRC, and there are no

actions, suits or claims with respect to the assets thereof

(other than routine claims for benefits) pending or threatened;

and (xii) all required reports, descriptions and notices

(including, but not limited to, Form 5500 Annual Reports, Summary

Annual Reports and Summary Plan Descriptions) have been

appropriately filed with the government or distributed to

participants with respect to each Plan.

9.18 Labor Disputes. Except as disclosed in the Wesbanco
---------------
Disclosure Schedule, neither Wesbanco nor any of its subsidiaries

are directly or indirectly involved in or threatened with any

labor dispute, including, without limitation, matters regarding

discrimination by reason of race, creed, sex, handicap or

national origin, which would materially and adversely effect

their financial condition, assets, businesses or operations taken

as a whole. No collective bargaining representatives represent

employees of Wesbanco, VNC or the Wesbanco Subs, and no petition

for election of any collective bargaining representative has been

filed and, to the knowledge of Wesbanco and its subsidiaries, no

organizational campaign on behalf of any collective bargaining

unit has been undertaken by or on behalf of any Wesbanco, VNC or

Wesbanco Subs employees.

9.19 Reserve for Possible Loan Losses. The reserve for
---------------------------------
possible loan losses shown on the consolidated balance sheet of

Wesbanco and its subsidiaries as of December 31, 1995, delivered

pursuant to this Agreement is adequate in all material respects

as of the date thereof.

214

9.20 Taxes. Except as disclosed in the Wesbanco Disclosure
------
Schedule:

(a) Wesbanco and its subsidiaries have timely

and properly filed all Federal Income Tax Returns

and all other federal, state, municipal and other

tax returns which they are required to file, either

on their own behalf or on behalf of their employees

or other persons or entities, all such returns and

reports being true and correct and complete in all

material respects, and have paid all taxes,

including penalties and interest, if any, which

have become due pursuant to such returns or reports

or forms or pursuant to assessments received by

them;

(b) Neither the Internal Revenue Service nor

any other taxing authority is now asserting against

Wesbanco or any of its subsidiaries, or, to its

knowledge, threatening to assert against them, or

any of them, any material deficiency or claim for

additional taxes, interest or penalty;

threatened examination of the Federal Income Tax

Returns of Wesbanco or any of its subsidiaries,

and, except for tax years still subject to the

assessment and collection of additional federal

income taxes under the three-year period of

limitations prescribed in IRC Section 6501(a), no

tax year of Wesbanco or any of its subsidiaries

remains open to the assessment and collection of

additional material Federal Income Taxes; and

(d) There is no pending or, to its knowledge,

threatened examination of the West Virginia

Business Franchise Tax Returns of Wesbanco or any

215

of its subsidiaries, and, except for tax years

still subject to the assessment and collection of

additional Business Franchise Taxes under the three-

year period of limitations prescribed in W.Va. Code

Annot. Section 11-10-15, no tax year of Wesbanco or

any of its subsidiaries remains open to the

assessment and collection of additional Business

Franchise Taxes.

(e) Wesbanco, and its subsidiaries, have

properly accrued and reflected on their December

31, 1995, consolidated balance sheet, delivered

pursuant to Section 9.11 hereof, and have

thereafter to the date hereof properly accrued, and

will, from the date hereof, through the Closing

Date, properly accrue all liabilities for taxes and

assessments, and will timely and properly file all

such federal, state, local and foreign tax returns

and reports and forms which they are required to

file, either on their own behalf or on behalf of

their employees or other persons or entities, all

such returns and reports and forms to be true and

correct and complete in all respects, and will pay

or cause to be paid when due all taxes, including

penalties and interest, if any, which have become

due pursuant to such returns or reports or forms or

pursuant to assessments received by them, all such

accruals being in the aggregate sufficient for

payment of all such taxes and assessments.

9.21 Absence of Certain Changes. Except as may be disclosed
---------------------------
in the Wesbanco Disclosure Schedule, or except in connection with

the transactions contemplated by this

216

Agreement, since December 31, 1995:

(a) There has been no change in the material

assets, financial condition, liabilities

(contingent or otherwise), business or results of

operation of Wesbanco and its subsidiaries which

has had, or changes in the aggregate which have

had, a materially adverse effect on the material

assets, financial condition or results of

operations of Wesbanco, nor, to its knowledge, has

any event or condition occurred which may result in

such change or changes;

(b) There has not been any material damage,

destruction, or loss by reason of fire, flood,

accident or other casualty (whether insured or not

insured) materially and adversely affecting the

assets, financial condition, business or operations

of Wesbanco or any of its subsidiaries taken as a

whole;

business, neither Wesbanco nor any of its

subsidiaries have disposed of, or agreed to dispose

of, any of their material properties or assets, nor

have they leased to others, or agreed to so lease,

any of such material properties or assets;

(d) There has not been any change in the

authorized, issued or outstanding capital stock of

Wesbanco, except as provided for in this Agreement

or as disclosed in the Wesbanco Disclosure

Schedule, or any material change in the outstanding

debt of Wesbanco or any of its subsidiaries, other

than changes due to payments in accordance with the

217

terms of such debt or changes in deposits, federal

funds purchased, repurchase agreements or other

short-term borrowings in the ordinary course of

business;

(e) Except for the redemption of its Series A

8% Cumulative Convertible Preferred Stock and the

purchases of its common stock pursuant to its

previously announced stock repurchase programs,

Wesbanco has not granted any warrant, option or

right to acquire, or agreed to repurchase, redeem

or otherwise acquire, any shares of its capital

stock or any other of its securities whatsoever;

(f) Neither Wesbanco nor any of its

subsidiaries have made any material loan or advance

other than in the ordinary course of business;

(g) Neither Wesbanco nor any of its

subsidiaries has entered into any other material

transaction, contract or lease or incurred any

other material obligation or liabilities other than

in the ordinary course of business;

(h) Neither Wesbanco nor any of its

subsidiaries have made any expenditure or major

commitment for the purchase, acquisition,

construction or improvement of any material asset

or assets which in the aggregate would be material

other than in the ordinary course of business;

(i) There have not been any dividends or

other distributions declared or paid on any shares

of Wesbanco Common Stock or preferred stock of

Wesbanco which, taken in the aggregate with all other such

218

distributions declared or paid in the

same tax year, exceed 50% of the after-tax income

of Wesbanco for the tax year in which paid;

(j) Business has been conducted by Wesbanco

in the ordinary course and in a manner consistent

with past practice;

(k) There has been no change in the Articles

of Incorporation or Bylaws of Wesbanco which would

in the reasonable opinion of Vandalia have a

material adverse effect on the rights of holders of

Wesbanco Common Stock; and

(l) There has not been any other event,

condition or development of any kind which

materially and adversely affects the material

assets, financial condition or results of

operations of Wesbanco or any of its subsidiaries,

and neither Wesbanco nor any of its subsidiaries

have knowledge of any such event, condition or

development which may materially and adversely

affect the material assets, financial condition or

results of operations of Wesbanco and its

subsidiaries.

9.22 Fidelity Bonds. Each of the Wesbanco Subs has
---------------
continuously maintained fidelity bonds insuring it against acts

of dishonesty by each of its officers and employees in such

amounts as are required by law and as are customary, usual and

prudent for a bank of its size. Since January 1, 1996, there

have been no claims under such bonds (except as disclosed in the

Wesbanco Disclosure Schedule) and, except as disclosed in writing

to Vandalia, neither Wesbanco nor any Wesbanco Subs are aware of

any facts which would form the basis of a claim under such bonds.

Neither Wesbanco nor any Wesbanco Subs have any reason to believe

219

that any fidelity coverage will not be renewed by their carriers

on substantially the same terms as the existing coverage.

9.23 Additional Covenants. Except as otherwise contemplated
---------------------
by this Agreement, Wesbanco covenants and agrees:

(a) That it will use its best efforts in good

faith to take, or cause to be taken all action

required under this Agreement on its part, or VNC's

or Fairmont's part, to be taken as promptly as

practicable so as to permit the consummation of the

Merger at the earliest possible date and to

cooperate fully with the other parties to that end,

and that it will, in all such efforts, give

priority to this acquisition of Vandalia;

(b) To deliver to Vandalia all Forms 10-K, 10-

Q and 8-K filed for periods ending after the date

of this Agreement within seven (7) days after the

filing of each such report with the SEC;

material adverse change in the financial condition,

assets, businesses or operations of Wesbanco or any

of its subsidiaries, or any material changes or

inaccuracies in data provided to Vandalia pursuant

to this Agreement or any "acquisition proposal"

with respect to Wesbanco received by Wesbanco;

(d) To cooperate with Vandalia in furnishing

such information concerning the business and

affairs of Wesbanco and its subsidiaries and its

directors and officers as is reasonably necessary

or requested in order to prepare and file any

application for regulatory or governmental approvals,

220

including but not limited to an

application to the Federal Reserve Board, the

Federal Deposit Insurance Corporation and the West

Virginia Department of Banking for prior approval

of the acquisition of Vandalia by Wesbanco as

contemplated hereunder. Wesbanco will use its best

efforts to obtain the approval or consent of any

federal, state or other regulatory agency having

jurisdiction and of any other party to the extent

that such approvals or consents are required to

effect the Merger and the transactions contemplated

hereby or are required with respect to the

documents described in Section 9.4 hereof; and

(e) To cooperate with Vandalia in furnishing

such information concerning the business of

Wesbanco and its subsidiaries as is reasonably

necessary or requested in order to prepare any

Proxy Statement to be prepared in connection with

the Merger.

9.24 Transfer of Securities to Exchange Agent Prior to, or
-----------------------------------------------------
as of the Closing Date. Prior to, or at the Closing Date,
- -----------------------
Wesbanco will deliver to the Exchange Agent, Wesbanco Bank

Wheeling, for the benefit of the holders of the common stock of

Vandalia, an amount of common stock of Wesbanco and cash

sufficient to meet the necessary amount of securities and cash

required pursuant to Section 6.

9.25 Authority to Issue Shares. The shares of common stock
--------------------------
of Wesbanco to be issued pursuant to this Agreement will be duly

authorized at the time the Merger is consummated. When issued

upon the terms and conditions specified in this Agreement, such

shares shall be validly issued, fully paid, and nonassessable.

The shareholders of Wesbanco have, and will have, no preemptive

221

rights with respect to the issuance of the shares of Wesbanco to

be authorized and issued in the transaction contemplated in this

Agreement.

222

SECTION 10

INVESTIGATION
-------------
Subject to the conditions set forth in this Section 10,

prior to the Effective Time, Wesbanco and Vandalia may directly

and through their representatives, make such investigation of the

assets and business of Wesbanco and Vandalia and their

subsidiaries as each deems necessary or advisable. Wesbanco and

Vandalia and their representatives, including, without

limitation, their accountants and investment advisors, shall

have, at reasonable times after the date of execution by Wesbanco

and Vandalia hereof, full access to the premises and to all the

property, documents, material contracts, books and records of

each, and its subsidiaries, and to all documents, information and

working papers concerning each held by such party's accountants,

without interfering in the ordinary course of business of such

entity, and the officers of each will furnish to the other such

financial and operating data and other information with respect

to the business and properties of each other and their

subsidiaries as each shall from time to time reasonably request;

provided, however, that neither party shall be required to give

such access or information to the other party to the extent that

it is prohibited therefrom by rule, regulation, or order of any

regulatory body, and further provided that confidential

information of individual banking customers shall not be

photocopied or removed from the premises of such institution.

All data and information received by Wesbanco and its authorized

representatives from Vandalia and by Vandalia and its authorized

representatives from Wesbanco shall be held in strict confidence

by such party and its authorized representatives, and neither

party nor its authorized representatives will use such data or

information or disclose the same to others except with the

written permission of the other party. For a period of 30 days

223

after the date of execution hereof, or prior completion of the

investigation herein provided, this Agreement may be terminated

by each such corporation if such investigation reveals to the

other any information concerning the other which in the opinion

of such corporation would have a material adverse effect on the

present or future value of the other such corporation and its

subsidiaries' assets, net worth, business or income taken as a

whole. Each such corporation shall provide prompt written notice

to the other of such decision and the matters relied on

therefore.

SECTION 11

NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES
-----------------------------------------------
The representations and warranties included or provided

herein shall not survive the Effective Date.

SECTION 12

CONDITIONS PRECEDENT; CLOSING DATE AND EFFECTIVE DATE
-----------------------------------------------------
12.1 Conditions Precedent of Wesbanco and Vandalia. The
----------------------------------------------
consummation of this Agreement by Wesbanco and Vandalia and the

Merger is conditioned upon the following:

(a) The shareholders of Vandalia, VNC and

Fairmont shall have approved this Agreement by such

vote as required by law;

(b) The West Virginia Banking Board (i) shall

have granted its final approval of the

incorporation and organization of VNC as a West

Virginia corporation, the Merger and the Bank

Merger and (ii) shall not, within 120 days from the

date of Wesbanco's submission to the Banking Board

pursuant to West Virginia Code Section 31A-8A-

4(a), have entered an order disapproving the

acquisition of Vandalia by Wesbanco pursuant to

224

this Agreement;

shall have issued a Certificate of Incorporation

for VNC;

(d) The Board of Governors of the Federal

Reserve System shall have approved the application

of Wesbanco to acquire Vandalia; and of the Merger

of VNC pursuant to this Agreement;

(e) The Federal Deposit Insurance Corporation

shall have approved the Bank Merger of the

Subsidiary with and into Fairmont;

(f) The Registration Statement of Wesbanco

shall be effective on the date of the Closing and

all post-effective amendments filed shall have

been declared effective or shall have been

withdrawn by that date. No stop orders suspending

the effectiveness thereof shall have been issued

which remain in effect on the date of the Closing

or shall have been threatened, and no proceedings

for that purpose shall, before the Closing, have

been initiated or, to the knowledge of Wesbanco,

threatened by the SEC. All state securities and

"Blue Sky" permits or approvals required (in the

opinion of Wesbanco and Vandalia to carry out the

transaction contemplated in this Agreement) shall

have been received.

(g) No order to restrain, enjoin or otherwise

prevent the consummation of the transactions

contemplated in this Agreement shall have been

entered by any court or administrative body which

remains in effect on the date of the Closing.

225

(h) Wesbanco, Vandalia, VNC and Fairmont

shall have received, in form and substance

satisfactory to Wesbanco's and Vandalia's counsel,

all consents, federal, state, governmental,

regulatory and other approvals and permissions, and

the satisfaction of all the requirements prescribed

by law which are necessary to the carrying out of

the transactions contemplated hereby shall have

been procured, including the filing of an effective

Registration Statement with the Securities and

Exchange Commission and in addition, Wesbanco and

Vandalia shall have received any and all consents

required with respect to the documents described

pursuant to Section 8.3 and Section 9.4 hereof;

(i) All delay periods and all periods for

review, objection or appeal of or to any of the

consents, approvals or permissions required with

respect to the consummation of the Merger and the

Bank Merger and this Agreement shall have expired;

(j) Unless waived by Wesbanco and Vandalia,

the holders of not more than ten percent (10%) of

the outstanding common stock of Vandalia shall

have made written demand for appraisal rights in

accordance with DCA, not have voted in favor of the

Agreement at the special meeting of Vandalia

shareholders referred to in Section 14.1 hereof and

have otherwise exercised such rights of appraisal

pursuant to Section 262 of the DCA;

(k) On or before the Closing Date, there

shall have been received from the Internal Revenue

Service a ruling or rulings, or, at the option of

226

Vandalia, in lieu thereof, an opinion from counsel

for Vandalia substantially to the effect that for

Federal Income Tax purposes:

(i) The statutory merger of

Vandalia with VNC and the statutory

merger of the Subsidiary with Fairmont

will each constitute a reorganization

within the meaning of Section 368(a)(1)

of the Internal Revenue Code of 1986

("IRC"), and Wesbanco, Vandalia, VNC and

Fairmont will each be a "party to a

reorganization" as defined in IRC

Section 368(b);

(ii) No gain or loss will be

recognized by Wesbanco, Vandalia, VNC or

Fairmont as a result of the transactions

contemplated in the Agreement;

(iii) No gain or loss will be

recognized by the shareholders of

Vandalia as a result of their exchange

of Vandalia's Common Stock for

Wesbanco's Common Stock, except to the

extent any shareholder receives cash in

lieu of a fractional share or as a

dissenting shareholder;

(iv) The holding period of the

Wesbanco Common Stock received by each

holder of Vandalia Common Stock will

include the period during which the

stock of Vandalia surrendered in

exchange therefor was held, provided

such stock was a capital asset in the

227

hands of the holder on the date of

exchange; and

(v) The Federal Income Tax basis

of the Wesbanco Common Stock received by

each holder of Vandalia Common Stock

will be the same as the basis of the

stock exchanged therefore.

(l) No action, proceeding, regulation or

legislation shall have been instituted before any

court, governmental agency or legislative body to

enjoin, restrain or prohibit, or to obtain

substantial damages with respect to, the Agreement

or the consummation of the transactions

contemplated hereby, which, in the reasonable

judgment of Wesbanco or Vandalia would make it

inadvisable to consummate such transactions (it

being understood and agreed that a written request

by governmental authorities for information with

respect to the Merger or the Bank Merger may not be

deemed by either party to be a threat of material

litigation or proceeding, regardless of whether

such request is received before or after execution

of the Agreement).

(m) The approvals referred to in

subparagraphs (b), (d) or (e) of Subsection 12.1

herein shall not have required the divestiture or

cessation of any significant part of the present

operations conducted by Wesbanco, Vandalia or any

of their subsidiaries, and shall not have imposed

any other condition, which divestiture, cessation

or condition Wesbanco reasonably deems to be

materially disadvantageous or burdensome.

228

12.2 Conditions Precedent of Wesbanco. The consummation of
---------------------------------
this Agreement by Wesbanco and the Merger is also conditioned

upon the following:

(a) Unless waived by Wesbanco, the

representations and warranties of Vandalia

contained in this Agreement shall be correct on and

as of the Effective Date with the same effect as

though made on and as of such date, except for

representations and warranties expressly made only

as of a particular date and except for changes

which have been consented to by Wesbanco or which

are not, in the aggregate, material and adverse, to

the financial condition, businesses, properties or

operations of Vandalia and its Subsidiary taken as

a whole, or which are the result of expenses or

transactions contemplated or permitted by the

Agreement; and Vandalia shall have performed in all

material respects all of its obligations and

agreements hereunder theretofore to be performed by

it; and Wesbanco and VNC shall have received on the

Effective Date an appropriate certificate (in

affidavit form) dated the Effective Date and

executed on behalf of Vandalia by one or more

appropriate executive officers of Vandalia to the

effect that such officers have no knowledge of the

nonfulfillment of the foregoing condition;

(b) Opinion of Vandalia Counsel. An opinion
----------------------------
of Spilman Thomas & Battle, counsel for Vandalia,

shall have been delivered to Wesbanco, dated the

Closing Date, and in form and substance

satisfactory to Wesbanco and its counsel, to the

effect that:

229
(i) Vandalia is a corporation duly

organized, validly existing and in good

standing under the laws of the State of

Delaware and has the full corporate

power and authority to own all of its

properties and assets and to carry on

its business as it is now being

conducted, and neither the ownership of

its property nor the conduct of its

business requires it, or its Subsidiary,

to be qualified to do business in any

other jurisdiction except where the

failure to be so qualified, considering

all such cases in the aggregate, does

not involve a material risk to the

business, properties, financial position

or results of operations of Vandalia and

its Subsidiary, taken as a whole.

(ii) Vandalia has the full

corporate power to execute and deliver

the Agreement. All corporate action of

Vandalia required to duly authorize the

Agreement and the actions contemplated

thereby has been taken, and the

Agreement is valid and binding on

Vandalia in accordance with its terms,

subject, as to the enforcement of

remedies, to applicable bankruptcy,

insolvency, reorganization, fraudulent

conveyance, receivership, moratorium, or

other similar laws affecting the

enforcement of creditors' rights

generally from time to time in effect,

230

whether state or federal; subject to

application of the public policy of the

State of West Virginia; and subject to

any equitable principles limiting the

right to obtain specific performance of

certain obligations thereunder, whether

such enforcement is considered in a

proceeding in equity or at law.

(iii) All shares of common

stock of Vandalia issued and

outstanding as of the Effective Date are

duly authorized, validly issued, fully

paid and nonassessable.

(iv) The consummation of the Merger

and the Bank Merger contemplated by the

Agreement will not violate any provision

of Vandalia's Articles of Incorporation

or Bylaws, or violate any provision of,

or result in the acceleration of any

material obligation under, any material

mortgage, loan agreement, order,

judgment, law or decree known to such

counsel to which Vandalia is a party or

by which it is bound and will not

violate or conflict with any other

material restriction of any kind or

character known to such counsel to which

Vandalia is subject, which would have a

materially adverse effect on the assets,

business or operations of Vandalia,

taken as a whole.

(v) Vandalia's Subsidiary is a

231

national banking association and is duly

organized, validly existing and in good

standing under the laws of the United

States, and it has the requisite

corporate power and authority to own and

lease its properties and to conduct its

business as it is now being conducted.

To the best of such counsel's knowledge

Vandalia owns 100% of the issued and

outstanding stock of such corporation.

(vi) To the best of such counsel's

knowledge, as of the date hereof neither

Vandalia nor its Subsidiary was involved

in any litigation against them (with

possible exposure of $100,000.00 or

more), pending or threatened.

and delivered the employment agreement with the

Subsidiary, dated as of the Closing Date, in

substantially the form attached hereto as Exhibit A.

(d) Vandalia shall have delivered to Wesbanco

a schedule identifying all persons who may be

deemed to be "affiliates" of Vandalia under Rule

145 of the Securities Act of 1933, as amended, and

shall use its best efforts to cause each affiliate

to deliver to Wesbanco prior to the Effective Date

a letter substantially in the form attached hereto

as Exhibit "B".

(e) Vandalia shall have furnished Wesbanco

with a certified copy of resolutions duly adopted

by the Board of Directors and the shareholders of

232

Vandalia approving the Agreement and authorizing

the Merger and the transactions contemplated

hereby.

(f) Unless waived by Wesbanco, on the Closing

Date, there shall not be pending against Vandalia

or its Subsidiary or the officers or directors of

Vandalia or its Subsidiary in their capacity as

such, any suit, action or proceeding which, in the

reasonable judgment of Wesbanco, if successful,

would have material adverse effect on the financial

condition or operations of Vandalia or its

Subsidiary.

(g) Vandalia shall have executed and

delivered to Wesbanco a Stockholder Agreement,

substantially in the form attached hereto as

Exhibit C, dated the date of this Agreement, and

incorporated herein by reference.

12.3 Conditions Precedent of Vandalia. The consummation of
---------------------------------
this Agreement by Vandalia and the Merger is also conditioned

upon the following:

(a) Unless waived by Vandalia the

representations and warranties of Wesbanco and VNC

contained in this Agreement shall be correct on and

as of the Effective Date with the same effect as

though made on and as of such date, except for

representations and warranties expressly made only

as of a particular date and except for changes

which have been consented to by Vandalia or which

are not in the aggregate material and adverse to

the financial condition, businesses, properties or

operations of Wesbanco and VNC or which are the

result of expenses or transactions contemplated or

permitted by this Agreement, and Wesbanco and VNC

233

shall have performed in all material respects all

of their obligations and agreements hereunder

theretofore to be performed by them; and Vandalia

shall have received on the Effective Date an

appropriate certificate (in affidavit form) dated

the Effective Date and executed on behalf of

Wesbanco and VNC by one or more appropriate

executive officers of each of them to the effect

that such officers have no knowledge of the

nonfulfillment of the foregoing conditions;

(b) Opinion of Wesbanco Counsel. An opinion

of Phillips, Gardill, Kaiser & Altmeyer, counsel

for Wesbanco, shall have been delivered to

Vandalia, dated the Closing Date, and in form and

substance satisfactory to Vandalia and its counsel,

to the effect that:

(i) Wesbanco, VNC and Fairmont are

corporations duly organized, validly

existing and in good standing under the

laws of the State of West Virginia and

have the full corporate power and

authority to own all of their properties

and assets and to carry on their

businesses as they are now being

conducted, and neither the ownership of

their property nor the conduct of their

businesses require them, or any of their

subsidiaries, to be qualified to do

business in any other jurisdiction

except where the failure to be so

qualified, considering all such cases in

the aggregate, does not involve a

material risk to the business,

234

properties, financial position or

results of operations of Wesbanco, VNC

and Fairmont, taken as a whole.

(ii) Wesbanco, VNC and Fairmont

have the full corporate power to execute

and deliver the Agreement. All

corporate action of Wesbanco, VNC and

Fairmont required to duly authorize the

Agreement and the actions contemplated

thereby have been taken, and the

Agreement is valid and binding on

Wesbanco, VNC and Fairmont in accordance

with its terms, subject, as to the

enforcement of remedies, to applicable

bankruptcy, insolvency, moratorium, or

other similar laws affecting the

enforcement of creditors' rights

generally from time to time in effect,

and subject to any equitable principles

limiting the right to obtain specific

performance of certain obligations

thereunder.

(iii) The consummation of the

mergers contemplated by the Agreement

will not violate any provision of

Wesbanco's, VNC's or Fairmont's Articles

of Incorporation or Bylaws, or violate

any provision of, or result in the

acceleration of any material obligation

under, any material mortgage, loan

agreement, order, judgment, law or

decree known to such counsel to which Wesbanco,

235

VNC or Fairmont are a party or

by which they are bound, and will not

violate or conflict with any other

material restriction of any kind or

character known to such counsel to which

Wesbanco, VNC or Fairmont are subject

which would have a material adverse

effect on the assets, business or

operations of Wesbanco, VNC and Fairmont

taken as a whole.

(iv) Each of Wesbanco's

subsidiaries is duly organized, validly

existing and in good standing under the

laws of the state of its organization

and has the requisite corporate power

and authority to own and lease its

properties and to conduct its business

as it is now being conducted. To the

best of such counsel's knowledge,

Wesbanco owns 100% of the issued and

outstanding stock of each such

corporation.

(v) To the best of such counsel's

knowledge, as of the date hereof,

neither Wesbanco nor any of its

subsidiaries were involved in any

litigation against them (with possible

exposure of $100,000.00 or more),

pending or threatened, that has not been

disclosed to Vandalia.

(vi) The shares of Wesbanco Common

Stock to be issued to Vandalia's

shareholders pursuant to the Agreement,

236

when issued as described therein, will

be duly authorized, validly issued,

fully paid and nonassessable.

advisors to Vandalia, shall have furnished to

Vandalia an opinion, or an updating of any opinion

rendered after the date of the Agreement, dated on

or prior to the distribution date of the Proxy

Statement described in Section 14.1 of this

Agreement, and at the election of Vandalia, updated

as of the Closing if the Closing is held more than

five (5) days after the Vandalia meeting of

shareholders, to the effect that the Merger and the

transactions contemplated by this Agreement are

fair, from a financial point of view, to Vandalia

and its shareholders.

(d) Wesbanco, VNC and Fairmont shall have

furnished Vandalia with certified copies of

resolutions duly adopted by the Boards of Directors

of Wesbanco, VNC and Fairmont and the shareholders

of VNC and Fairmont approving the Agreement and

authorizing the Merger, the Bank Merger and

transactions contemplated hereby.

(e) Unless waived by Vandalia, on the Closing

Date, there shall not be pending against Wesbanco

or any of its subsidiaries or the officers or

directors of Wesbanco or any of its subsidiaries in

their capacity as such, any suit, action or

proceeding which, in the reasonable judgment of

Vandalia, if successful, would have a material

adverse effect on the financial condition or

operations of Wesbanco or any of its subsidiaries.

237

12.4 Closing Date. The Closing shall be effected as soon as
-------------
practicable after all of the conditions contained herein shall

have been satisfied on the Closing Date as defined in Section 2.3

hereof, which Closing Date shall be the latest of:

(a) The second business day after the meeting

of the shareholders of Vandalia at which the

Agreement is approved;

(b) The fifteenth (15th) day after the

approval of the acquisition of Vandalia by the

Board of Governors of the Federal Reserve System

(the "Federal Reserve Board");

approval of the Bank Merger by the Federal Deposit

Insurance Corporation (the "FDIC");

(d) The day after any stay of the Federal

Reserve Board's approval of the acquisition of

Vandalia or the FDIC's approval of the Bank Merger

shall be vacated or shall have expired or the day

after any injunction against the closing of the

Merger or the Bank Merger shall be lifted,

discharged or dismissed;

(e) The day after the approval of the

acquisition of Vandalia by the West Virginia

Department of Banking is received by Wesbanco;

(f) The second business day after the date on

which the last condition set forth in Section 12 is

satisfied or waived;

(g) Such other date as shall be mutually

agreed to by Wesbanco and Vandalia.

The Closing shall be held in Morgantown, West Virginia, at such

time and place as the parties may agree upon. The date and time

238

of closing are herein called the "Closing Date". Promptly after

the Closing, the Articles of Merger with respect to the Merger,

and the Bank Merger, shall be filed with the Secretary of State

of West Virginia.

12.5 Effective Date. The Merger, and the Bank Merger, shall
---------------
become effective (the "Effective Date") on the date on which the

Certificates of Merger approving the mergers are issued by the

Secretary of State of West Virginia and the Secretary of State of

Delaware. The surviving corporations shall record said

Certificates of Merger in the office of the Clerk of the County

Commission of Monongalia and Marion Counties.

SECTION 13

TERMINATION OF AGREEMENT
-------------------------
13.1 Grounds for Termination. This Agreement and the
------------------------
transactions contemplated hereby may be terminated at any time

prior to the Closing Date either before or after the meeting of

the shareholders of Vandalia:

(a) By mutual consent of Vandalia and

Wesbanco;

(b) By either Vandalia or Wesbanco if

any of the conditions hereto to such party's

obligations to close have not been met as of

the Closing Date and the same has not been

waived by the party adversely affected

thereby;

the Merger shall violate any nonappealable

final order, decree or judgment of any court

or governmental body having competent

jurisdiction;

(d) By Vandalia or Wesbanco, if the

Closing Date has

239

not occurred by January 31,

1997;

(e) By Vandalia, unless waived by Vandalia,

if the Market Value of Wesbanco stock shall fall

below Twenty-five Dollars ($25.00) per share as of

the Closing Date. Market Value, for purposes of

this paragraph, shall mean the average bid price of

Wesbanco Common Stock (as quoted on Nasdaq Stock

Market) for the 30 calendar days preceding five

business days before the Closing.

(f) By either party in the event that

the shareholders of Vandalia vote against

consummation of the Merger.

(g) By Wesbanco or Vandalia within 30

days of the date hereof pursuant to the

provisions of Section 10 of this Agreement.

13.2 Effect of Terminating; Right to Proceed. In the event
----------------------------------------
this Agreement shall be terminated pursuant to Section 13.1, all

further obligations of Wesbanco and Vandalia under this

Agreement, except Sections 10, 13.1, 13.2 and 20 hereof, shall

terminate without further liability of Wesbanco and VNC to

Vandalia or of Vandalia to Wesbanco and VNC.

13.3 Return of Documents in Event of Termination. In the
--------------------------------------------
event of termination of this Agreement for any reason, Wesbanco

and Vandalia shall each promptly deliver to the other all

documents, work papers and other material obtained from each

other relating to the transactions contemplated hereby, whether

obtained before or after the execution hereof, including

information obtained pursuant to Section 10 hereof, and will take

all practicable steps to have any information so obtained kept

confidential, and thereafter, except for any breach of the

240

continuing sections of the Agreement, each party shall be

mutually released and discharged from liability to the other

party or to any third parties hereunder, and no party shall be

liable to any other party for any costs or expenses paid or

incurred in connection herewith.

SECTION 14

MEETING OF SHAREHOLDERS OF VANDALIA

14.1 Subject to receipt by Vandalia of the fairness opinion

described in Section 12.3(c) hereof, Vandalia shall take all

steps necessary to call and hold a special meeting of its

shareholders, in accordance with applicable law and the Articles

of Incorporation and Bylaws of Vandalia as soon as practicable

(considering the regulatory approvals required to be obtained)

for the purpose of submitting this Agreement to its shareholders

for their consideration and approval and will send to its

shareholders for purposes of such meeting a Proxy Statement which

will not contain any untrue statement of a material fact with

respect to Vandalia or omit to state a material fact with respect

to Vandalia required to be stated therein or necessary to make

the statements contained therein, in light of the circumstances

under which they were made, not misleading, and which otherwise

materially complies as to form with all applicable laws, rules

and regulations.

14.2 It is understood that as an integral part of the

transaction contemplated by this Agreement, Wesbanco shall file a

Registration Statement with respect to the offering of its common

shares to be issued in the Merger. The term "Registration

Statement" as used in this Agreement includes all preliminary

filings, post-effective amendments and any Proxy Statement of

Vandalia. Accordingly, Wesbanco and Vandalia agree to assist and

cooperate fully with each other in the preparation of the

Registration Statement. Both Vandalia and Wesbanco further agree

241

to deliver to each other, both as of the Effective Date of the

Registration Statement and as of the Closing, a letter, in form

and substance satisfactory to the other party and its counsel,

stating that, to the best of their knowledge and belief, all of

the facts with respect to either Wesbanco or Vandalia, as the

case may be, set forth in the Registration Statement, are true

and correct in all material respects, and that the Registration

Statement does not omit any material fact necessary to make the

facts stated therein with respect to such party not misleading in

light of the circumstances under which they were made.

SECTION 15

BROKERS
-------
Vandalia represents and warrants to Wesbanco and Wesbanco

represents and warrants to Vandalia that no broker or finder has

been employed, or is entitled to a fee, commission or other

compensation, with respect to this Agreement or the transactions

contemplated hereby, other than fees due from Vandalia to Ferris

Baker Watts, Inc., its financial advisor.

242

SECTION 16

GOVERNING LAW; SUCCESSORS AND
ASSIGNS; COUNTERPARTS; ENTIRE AGREEMENT
---------------------------------------
This Agreement (a) shall be governed by and construed under

and in accordance with the laws of the State of West Virginia;

(b) shall be binding upon and shall inure to the benefit of the

parties hereto and their respective successors and assigns,

provided, however, that this Agreement may not be assigned by any

party without the written consent of the other parties hereto;

shall be considered one and the same agreement, and shall become

effective and binding as to Wesbanco and Vandalia when one or

more counterparts shall have been signed and delivered by

Wesbanco and Vandalia and shall become effective and binding as

to VNC when VNC receives its Certificate of Incorporation and its

officers execute the Agreement; and (d) embodies the entire

Agreement and understanding of the parties with respect to the

subject matter hereof; and (e) supersedes all prior agreements

and understandings, written or oral, between Vandalia and

Wesbanco relating to the subject matter hereof.

SECTION 17

EFFECT OF CAPTIONS
------------------
The captions of this Agreement are included for convenience

only and shall not in any way affect the interpretation or

construction of any of the provisions hereof.

SECTION 18

NOTICES
-------
Except as specifically provided in Section 8.21(d) hereof,

any notices or other communication required or permitted

hereunder shall be sufficiently given

243

if delivered personally or

sent by first class, registered or certified mail postage

prepaid, with return receipt requested addressed as follows:

To Vandalia:

Vandalia National Corporation
344 High Street
Morgantown, WV 26505
ATTENTION: C. Barton Loar, President

With a copy to:

David B. Shapiro, Esq.
Spilman Thomas & Battle
300 Kanawha Blvd. E
Charleston, WV 25302

To Wesbanco:

Wesbanco, Inc.
One Bank Plaza
Wheeling, WV 26003
ATTENTION: Edward M. George, President

With a copy to:

James C. Gardill, Esq.
Phillips, Gardill, Kaiser & Altmeyer
61 Fourteenth Street
Wheeling, WV 26003

or such other addresses as shall be furnished in writing by

either party to the other party. Any such notice or

communication shall be deemed to have been given as of the date

so mailed.

SECTION 19

AMENDMENTS
----------
Any of the terms or conditions of the Agreement may be

waived at any time by the party which is, or the shareholders of

which are, entitled to the benefit thereof, by action taken by

244

the Board of Directors of such party, or any of such terms or

conditions may be amended or modified in whole or in part at any

time as follows. This Agreement may be amended in writing

(signed by all parties hereto) before or after the meeting of

Vandalia shareholders at any time prior to the Closing Date with

respect to any of the terms contained herein, provided, however,

that if amended after such meeting of shareholders, the

conversion ration per share at which each share of common stock

of Vandalia shall be converted and the cash payment per warrant

at which each warrant of Vandalia shall be converted in the

Merger and any other material terms of the Merger shall not be

amended after the meeting of Vandalia shareholders unless the

amended terms are resubmitted to the shareholders for approval.

Neither the Agreement nor any provisions hereof, may be changed,

waived, discharged or terminated orally, or by the passage of

time, except by a statement in writing signed by the party

against which the enforcement of such change, waiver, discharge

or termination is sought.

SECTION 20

EXPENSES
--------
Each party to this Agreement shall pay its own legal and

accounting fees and other costs and expenses incurred in

connection with this Agreement and the transactions contemplated

hereby.

SECTION 21

MISCELLANEOUS
-------------
21.1 Publicity. The parties will not publicly release any
----------
information about the transactions contemplated hereby except as

they may mutually agree or as may be required by law.

245

21.2 Incorporation by Reference. Any and all schedules,
---------------------------
exhibits, annexes, statements, reports, certificates or other

documents or instruments referred to herein or attached hereto

are incorporated herein by reference as though fully set forth at

the point referred to in the Agreement.

21.3 Material Adverse Change. In determining whether there
------------------------
has been a material adverse change for purposes of this

Agreement, costs and expenses of the transactions contemplated

hereby shall not be taken into account provided, however, that

only the first $100,000 of such expenses shall be so excluded.

21.4 Binding Date. This Agreement is effective and binding
-------------
as to Wesbanco and Vandalia upon the date first above written and

effective and binding as to VNC upon execution hereof by VNC.

IN WITNESS WHEREOF, WESBANCO, INC., VANDALIA NATIONAL

CORPORATION, VNC CORPORATION and WESBANCO BANK FAIRMONT, INC.

have each caused this Agreement to be executed on their behalf by

their officers thereunto duly authorized all as of the day and

year first above written.

WESBANCO, INC., a West Virginia
corporation

By /s/ E. George
__________________________________

Its President
____________________

(SEAL)

ATTEST:

/s/ S. Bucan
____________________________________
Secretary

246

VANDALIA NATIONAL CORPORATION,
a Delaware corporation

By /s/ C. Barton Loar
__________________________________

Its President
______________________

(SEAL)

ATTEST:

/s/ John W. Fisher
____________________________________
Secretary

VNC CORPORATION, a West Virginia
corporation as of the 23 day of July, 1996.

By /s/ E. George
_______________________________________

Its President
_______________________

(SEAL)

ATTEST:

/s/ S. Bucan
___________________________________
Secretary

247

WESBANCO BANK FAIRMONT, INC.,
a West Virginia corporation

By /s/ F. Kerekes
_____________________________

Its President
______________________

(SEAL)

ATTEST:

/s/ E. Jean Lambert
_________________________________
Secretary

247

EXHIBIT 5
---------

August 30, 1996

Wesbanco, Inc.
One Bank Plaza
Wheeling, WV 26003

RE: Proposed Acquisition of Vandalia National Corporation

Gentlemen:

In connection with the Registration of the Common Stock of
Wesbanco, Inc. (hereinafter "Wesbanco") under the provisions of
the Securities Act of 1933, you have requested our opinion
regarding the legality of the securities of Wesbanco to be issued
as a result of the Agreement and Plan of Merger by and between
Wesbanco, Vandalia National Corporation, VNC Corporation and
Wesbanco Bank Fairmont, Inc., dated July 18, 1996 (hereinafter
"Agreement").

In conjunction with this opinion, we have examined such
corporate records of Wesbanco, the Agreement, and such other
agreements and instruments, certificates of public officials,
certificates of officers and representatives of Wesbanco, and
other documents, as we have deemed necessary for purposes of
issuing the opinion hereinafter expressed. All legal proceedings
taken thus far in connection with the issuance of these shares
have been in form and substance satisfactory to us.

It is our opinion that Wesbanco is duly organized and
validly existing under the laws of the State of West Virginia as
a bank holding company and that, when the exchange of stock is
completed as contemplated in the foregoing Agreement, and the
effectiveness of the Registration Statement to be filed with
regard thereto is confirmed by the Securities & Exchange
Commission, the securities being registered will be legally
issued, fully paid and nonassessable under the laws of the State
of West Virginia and of the United States.

248

We hereby consent to the inclusion of this opinion as an
exhibit to the above-mentioned Registration Statement and to the
reference to this firm and its opinions included in the
Registration Statement.

Yours very truly,

PHILLIPS, GARDILL, KAISER & ALTMEYER

By /s/ James C. Gardill

JCG/mmr

249

EXHIBIT 10.1

STOCKHOLDER AGREEMENT
---------------------

STOCKHOLDER AGREEMENT, dated as of July 18th, 1996, by and
among
WESBANCO, INC. (the "Acquiror"), a West Virginia corporation, and
certain stockholders of VANDALIA NATIONAL CORPORATION (the
"Company"), a Delaware corporation, named on Schedule A attached
hereto (collectively the "Stockholders" and individually
"Stockholder").

WITNESSETH: that for and in consideration of the mutual
promises and covenants hereinafter contained, the parties hereto
do hereby agree as follows:

WHEREAS, the Acquiror and the Company have entered into an
Agreement and Plan of Merger, dated as of the date hereof (the
"Agreement"), which is being executed simultaneously with the
execution of this Stockholder Agreement and provides for, among
other things, the merger of the Company with an affiliate
corporation of the Acquiror (the "Merger"); and

WHEREAS, in order to induce the Acquiror to enter into the
Agreement, each of the Stockholders agrees to, among other
things, vote in favor of the Agreement in their capacities as
stockholders of the Company;

NOW, THEREFORE, in consideration of the premises, the mutual
covenants and agreements set forth herein and other good and
valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

1. Ownership of Company Common Stock. Each Stockholder
represents and warrants that the Stockholder has or shares the
right to vote and dispose of the number of shares of common stock
of the Company, par value $1.00 per share ("Company Common
Stock"), set forth opposite such Stockholder's name on Schedule A
attached hereto.

2. Agreements of the Stockholders. Each Stockholder
covenants and agrees that:

(a) such Stockholder shall, at any
meeting of the Company's stockholders called for
the purpose, vote, or cause to be voted, all shares
of Company Common Stock in which such stockholder has
the right to vote (whether owned as of the date
hereof or hereafter acquired) in favor of the
Agreement and against any plan or proposal pursuant
to which the Company is to be acquired by or merged
with, or pursuant to which the Company proposes to
sell all or substantially all of its assets and
liabilities to, any person, entity or group (other
than the Acquiror or any affiliate thereof);

(b) except as otherwise expressly
permitted hereby, such Stockholder shall not, prior
to the meeting of the Company's stockholders

250

referred to in Section 2(a) hereof or the earlier
termination of the Agreement in accordance with its
terms, sell, pledge, transfer or otherwise dispose
of the Stockholder's shares of Company Common
Stock;

(c) such Stockholder shall not in his
capacity as a stockholder of the Company directly
or indirectly encourage or solicit or hold
discussions or negotiations with, or provide any
information to, any person, entity or group (other
than the Acquiror or an affiliate thereof)
concerning any merger, sale of substantial assets
or liabilities not in the ordinary course of
business, sale of shares of capital stock or
similar transactions involving the Company or any
subsidiary of the Company (provided that nothing
herein shall be deemed to affect the ability of any
Stockholder to fulfill his duties as a director or
officer of the Company); and

(d) such Stockholder shall use his best
efforts to take or cause to be taken all action,
and to do or cause to be done all things,
necessary, proper or advisable under applicable
laws and regulations to consummate and make
effective the agreements contemplated by this
Stockholder Agreement.

3. Successors and Assigns. A Stockholder may sell,
pledge, transfer or otherwise dispose of his shares of Company
Common Stock, provided that such Stockholder obtains the prior
written consent of the Acquiror and that any acquiror of such
Company Common Stock agree in writing to be bound by the terms of
this Stockholder Agreement.

4. Termination. The parties agree and intend that this
Stockholder Agreement be a valid and binding agreement
enforceable against the parties hereto and that damages and other
remedies at law for the breach of this Stockholder Agreement are
inadequate. This Stockholder Agreement may be terminated at any
time prior to the consummation of the Merger by mutual written
consent of the parties hereto and shall be automatically
terminated in the event that the Agreement is terminated in
accordance with its terms.

5. Notices. Notices may be provided to the Acquiror and
the Stockholders in the manner specified in Section 18 of the
Agreement, with all notices to the Stockholders being provided to
them at the Company in the manner specified in such section.

6. Governing Law. This Stockholder Agreement shall be
governed by the laws of the State of West Virginia without giving
effect to the principles of conflicts of laws thereof.

7. Counterparts. This Stockholder Agreement may be
executed in one or more counterparts, all of which shall be
considered one and the same and each of which shall be deemed an
original.

8. Headings and Gender. The Section headings contained
herein are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Stockholder

251

Agreement. Use of the masculine gender herein shall be
considered to represent the masculine, feminine or neuter gender
whenever appropriate.

IN WITNESS WHEREOF, the Acquiror, by a duly authorized
officer, and each of the Stockholders have caused this
Stockholder Agreement to be executed as of the day and year first
above written.

WESBANCO, INC.

By/s/ Edward M. George
----------------------
Its President

/s/ Vaughn L. Kiger
----------------------
VAUGHN L. KIGER

/s/ James H. Harless
----------------------
JAMES H. HARLESS

/s/ C. Barton Loar
----------------------
C. BARTON LOAR

/s/ John W. Fisher II
----------------------
JOHN W. FISHER II

/s/ Ralph E. Massullo
----------------------
RALPH E. MASSULLO

/s/ Charles S. Armistead
-------------------------
CHARLES S. ARMISTEAD

/s/ Robert D'Alessandri, M.D.
------------------------------
ROBERT D'ALESSANDRI, M.D.

/s/ Robert E. King, M.D.
------------------------
ROGER E. KING, M.D.

/s/ Reed J. Tanner, CPA
------------------------
REED J. TANNER, CPA

252

SCHEDULE A
----------
NUMBER OF SHARES OF COMPANY COMMON STOCK(1)(2)
----------------------------------------------

NAME OF NUMBER OF COMMON STOCK PERCENT
STOCKHOLDER WARRANTS BENEFICIALLY OWNED OF CLASS(3)
- ------------- ---------- ------------------ ------------
Vaughn L. Kiger 3,000 3,562 2.29
James H. Harless 5,625 137,500 49.60
C. Barton Loar 4,024 6,312 3.60
John W. Fisher II 2,695 779 1.21
Ralph E. Massullo 2,875 2,500 1.88
Charles S. Armistead 4,452 6,562 3.70
Robert D'Alessandri, M.D. --- 312 *
Roger E. King, M.D. 3,281 3,187 2.26
Reed J. Tanner, CPA --- 1,249 *

(1) Does not include shares held in a fiduciary capacity by the
Bank, or by any of such shareholders.

(2) Information is presented as of July 1, 1996, and is subject
to update.

(3) Represents percentage of 282,994 shares issued and
outstanding, except with respect to individuals holding immediately
exercisable warrants to acquire shares of Common Stock, in which event
represents percentage of shares issued and outstanding plus the warrants
with respect to which such individual holds immediately exercisable warrants.

* Represents less than 1%.

253

EXHIBIT 10.4
A G R E E M E N T
-----------------

THIS AGREEMENT, made and entered into this 20th day of

August, 1996, by and between WESBANCO MORTGAGE COMPANY,

hereinafter referred to as "Employer" and ERNEST S. FRAGALE,

hereinafter referred to as "Employee", and WESBANCO, INC., a West

Virginia corporation, hereinafter referred to as "Wesbanco".

WHEREAS, Employee is serving as the chief executive officer

of Universal Mortgage Company ("Universal") and is the sole

shareholder thereof, and Employer is purchasing certain assets

and assuming certain liabilities of Universal in a corporate

reorganization whereby Universal will be dissolved, and

WHEREAS, the Employer wishes to employ the Employee as the

chief executive officer of the Employer in conjunction with its

purchase of such assets and assumption of certain liabilities,

and

WHEREAS, Employer is a wholly owned subsidiary of Wesbanco

and Wesbanco joins in this Agreement for the purpose of

guaranteeing certain obligations of Employer hereunder.

WITNESSETH THAT: In consideration of the mutual promises

and undertakings hereinafter set forth, the parties hereto agree

as follows:

1. OFFER OF EMPLOYMENT. The Employer agrees to, and

hereby does, employ the Employee in the capacity as chief

executive officer. In that capacity, Employee shall be

answerable to the Board of Directors of the Employer ("Board")

and such other officers of Wesbanco, the parent company of the

Employer, as the Board of Directors of Wesbanco ("Wesbanco

Board") shall direct. Employee shall perform such duties,

compatible with his employment under the Agreement, as the Board,

and Wesbanco, from time to time may assign to him.

254

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 Employer agrees to pay

Employee, and Employee agrees to accept, the following amounts

and benefits during his term of employment:

(A) A base salary at a rate of $80,000.00 per

year, plus any increases in such base salary

granted by the Board after the date hereof, payable

in equal biweekly installments; and

(B) Incentive compensation based on the net

income of the Employer determined in accordance

with generally accepted accounting principles

("GAAP") consistently applied for each calendar

year of this Agreement. Short year periods of less

than twelve (12) months shall be prorated at the

beginning and end of this Agreement based on the

number of months within such period and prorating

the net income requirement to such period of less

than twelve (12) months. Incentive compensation

shall be determined in accordance with the

following schedule:

Net Income of Employer Incentive Compensation
---------------------- ----------------------
Less than $100,000 None
$100,000 to $200,000 20%
$200,000 to $400,000 25%
Above $400,000 15%

For example, if the net income of the Employer is

$350,000, the Employee would receive incentive

compensation of $57,500.

the Employee within the calendar year in which the

net income was earned by the

255

Employer, but shall be

paid within thirty (30) days of the close of the

books of the Employer for such year.

(D) For purposes of determining net income

under GAAP, the parties hereby agree that all loans

and capital contributions (to the extent

substituted for a loan from an affiliate by reason

of Section 23A) to the Employer by affiliates (as

that term is defined under Section 23A of the

Federal Reserve Act, 12 U.S.C.A. 371c) shall be

deemed to be made at an interest rate, or charged

with a required yield, equivalent to the prime

rate, in effect from time to time, less one-half

percent (1/2%). Prime rate shall be defined as the

highest "prime rate" as shown in The Wall Street

Journal and being defined therein as the "base rate

on commercial loans at large U.S. Money Center

Commercial Banks", or as otherwise similarly

reported. Such rate shall apply solely for

purposes of determining the net income of the

Employer under the incentive compensation formula

regardless of the stated rate of interest required

by the loan documents for any such lending

relationship, or the yield earned on the capital

contribution, between affiliated companies.

(E) For example, if the Employer receives a

Four Million Dollar transfer from affiliate

institutions made in the form of a Two Million

Dollar line of credit and a Two Million Dollar

contribution of cash or securities to satisfy the

lending limitations of Section 23A, the income

statements of the Employer shall be adjusted to

reflect an interest expense for the loan portion

256

and the capital contribution at prime less one-half

percent for the full Four Million Dollars to

determine the operating income for purposes of the

incentive compensation so that net income is not

artificially increased by the capital contribution

and to insure a consistent interest rate charge

regardless of the actual rate of interest

applicable to loans between affiliated companies.

(F) Such other miscellaneous benefits and

perquisites as the Employer provides to its

executive employees generally, a list of which, as

currently provided, are set forth on the attached

schedule marked Exhibit A.

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 the Employer and observe and abide by all rules and

regulations promulgated by the Employer 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 an initial term of three (3) years

beginning on the 21st day of August, 1996, and ending on the 20th

day of August, 1999. Upon the expiration of the initial term of

this Agreement, this Employment Agreement shall continue

thereafter from year to year, unless written notice of

termination hereof is given by either party at least ninety (90)

days prior to the anniversary date of the beginning date of this

Agreement. In the event such notice of termination is timely

given, this Agreement shall thereupon terminate except that in

the event the Employee

257

shall elect to terminate this Agreement

after the expiration of the initial term of this Agreement, the

non-compete provisions hereof shall continue as hereinafter

provided.

5. CONFIDENTIALITY. Employee agrees that such information

concerning the business, affairs, and records of the Employer as

he may acquire in the course of, or incident to, his employment

hereunder, shall be regarded and treated as being of a

confidential nature, and that he will not disclose any such

information to any person, firm, or corporation, for his own

benefit or to the detriment of the Employer, during the term of

his employment under this Agreement or at any time following the

termination thereof.

6. 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 the Employer under any retirement, pension, profit

sharing, insurance, hospital, bonus, vacation, or other plan or

plans which may now be in effect or which may hereafter be

adopted by the Employer, 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.

7. BINDING EFFECT. This Agreement shall inure to the

benefit of and be binding upon the Employer's successors and

assigns, including, without limitation, any company or

corporation which may acquire substantially all of the Employer's

assets or business, or with, or into which the Employer may be

merged or otherwise consolidated.

8. TERMINATION. The Employee's employment hereunder shall

terminate upon the earliest to occur of any one of the following:

258

(A) The expiration of the initial term of

this Agreement, or any extended term of this

Agreement by written notice of termination as

provided in Paragraph 4 hereof; or

(B) By the Employer for cause, after thirty

(30) days written notice to Employee. Cause for

purposes of this Agreement shall mean as follows:

(1) An act of dishonesty, willful

disloyalty or fraud by the Employee that

the Employer determines is detrimental

to the best interests of the Employer;

(2) The Employee's continuing

inattention to, neglect of, or inability

to perform, the duties to be performed

under this Agreement; or

(3) Any other breach of the

Employee's covenants contained herein or

of any of the other terms and provisions

of this Agreement; or

(4) The deliberate and intentional

engaging by the Employee in gross

misconduct which is materially and

demonstrably injurious to the Employer.

terminate this Agreement and his active employment

hereunder at any time after the expiration of the

initial term of this Agreement upon ninety (90)

days written notice to the Employer.

259

(D) Upon the death of Employee, this

Agreement shall automatically terminate.

9. 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 the

Employer shall pay to the surviving spouse of

Employee, or in lieu thereof, to Employee's estate,

an amount equal to six (6) months of the base

salary at his then current base rate, plus any

applicable incentive compensation, provided,

however, that if such death occurs within six (6)

months of the normal retirement date as provided by

the Employer's defined benefit pension plan, or

after such normal retirement date, so that a

pension distribution or benefit is payable to the

surviving spouse of Employee, such payment shall be

reduced to an amount equal to one (1) month of the

base salary at his then current base rate, plus any

applicable incentive compensation.

(B) In the event that this Agreement is

terminated by Employee and Employer by mutual

agreement, then Employer shall pay such severance

benefits, if any, as shall have been agreed upon by

the Employer and Employee.

260

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

(6) 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 then

existing term of employment hereunder.

(D) In the event the Employer terminates this

Agreement for cause, no severance benefits shall be

payable hereunder, except that any incentive

compensation due hereunder shall be paid through

the date of such termination as herein provided.

10. CERTAIN EMPLOYEE COVENANTS. The Employee expressly

covenants and agrees to and with the Employer and Wesbanco as

hereinafter set forth:

(A) Noncompetition During Employment. For so

long as the Employee is employed by the Employer

(whether or not under this Agreement), and for the

"restricted period" (defined below) after any

termination of such employment (whether under

Paragraph 8 of this Agreement or for any other

cause or reason except termination by the Employer

without cause), without the written consent of the

Employer, the Employee shall not, anywhere in the

"restricted area" (defined below), directly or

indirectly, acting alone or with others, own,

manage, operate or

261

control, or participate in the ownership,

management, operation or control of, or be

connected with as an officer, employee, director,

consultant, partner or shareholder, or have any

personal beneficial interest in, or otherwise

compete with the Employer in, any business which is

engaged in the mortgage origination business, or in

any related business or enterprise. The term

"restricted period" means the three-year period

immediately following the termination of the

Employee's employment with the Employer (whether or

not under this Agreement). The term "restricted

area" means 100 miles surrounding any geographic

area within which the Employer (or any successor

thereto or Universal Mortgage Company) conducts any

such business or enterprise or maintains loan

originators or employees or otherwise originates

mortgages from such area at the time of execution

hereof, or at the time of termination of the

Employee's employment with the Employer.

(B) Confidential Information. Except to the

extent required in the performance of his duties

hereunder and as consistent with Employer practices

or the Employer otherwise consents thereto, the

Employee shall not, directly or indirectly,

disclose, disseminate, use for personal benefit,

lecture or write articles with respect to, or

otherwise publish "confidential information." For

purposes of this Agreement, the term "confidential

information" means information and know-how

disclosed to or known by the Employee which relates

to the Employer's existing or proposed or

262

anticipated business, products, processes,

services, research, or commercial activities, and

which is not generally known in the relevant trade

or industry, including without limitation, trade

secrets, proprietary data, information relating to

the origination of mortgages or the sale of the

same, to any buyer. "Confidential information"

shall also include any other document or

information (whether of the Employer or of any

customer of the Employer or of any other person

with which the Employer has an agreement with

respect to the confidentiality of information)

labeled "confidential," "proprietary," or words of

similar import.

of the Employee's employment for whatever reason,

the Employee shall return to or leave with the

Employer, without making or retaining copies

thereof, all documents, records, notebooks and

similar repositories containing confidential

information.

(D) Reasonableness of Covenants. The

Employee has carefully considered the nature and

extent of the restrictions upon him and the rights

and remedies conferred upon the Employer under this

Paragraph 10, and hereby acknowledges and agrees

that, in light of the Employee's position, the

information to which he has been privy, and the

nature of the business, the same are reasonable in

time and territory, are designed to eliminate

competition which would be unfair to the Employer,

are fully required to

263

protect the legitimate interests of the Employer,

and do not confer a benefit upon the Employer

disproportionate to any detriment to the Employee.

(E) If the Employee breaches any of the

covenants and agreements contained in this

Paragraph 10, then, in addition to any other rights

or remedies of the Employer hereunder, the Employer

shall have at its option, the following specific

rights and remedies: (i) the Employer may

terminate the Employee's employment under Paragraph

8; (ii) the Employer shall have the right to

enforce any legal or equitable remedy (including

injunctive relief) that may be available to the

Employer, and (iii) the Employer shall be entitled

to an accounting and repayment of all profits,

compensation, commissions, remuneration, or other

benefits that the Employee has directly or

indirectly realized or may realize as a result of

any such breach and, to the extent that said

profits, compensation, commissions, remuneration,

or other benefits are less than the profits that

would have been realized by the Employer had the

Employee not so breached the covenants and

agreements in this Paragraph 10, the Employee shall

also pay to the Employer the amount of said lost

profits in excess of those amounts actually

realized by the Employee. The Employee

acknowledges that any breach of his covenants and

agreements under this Paragraph 10 may cause

irreparable injury to the Employer.

(F) Except to the extent otherwise expressly

limited to the restricted period in Paragraph

10(A), all covenants and provisions contained

264

in this Paragraph 10 shall survive any termination of

the Employee's employment with the Employer.

(G) The Employee confirms that he has been

afforded the opportunity to review this Agreement

with his independent legal counsel.

11. ENTIRE UNDERSTANDING; AMENDMENT. This Agreement

supersedes all previous agreements between Employee and the

Employer 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.

12. APPLICABLE LAW. This Agreement shall be governed by

and construed in accordance with the laws of the State of West

Virginia.

13. CERTAIN OBLIGATIONS OF WESBANCO. As an inducement for

Employee and the Employer to enter into this Agreement whereby

Employee would be employed by the Employer for a definite term,

Wesbanco hereby undertakes the independent, separate and

unconditional obligation to Employee to pay all compensation

which is or may become due to Employee under this Agreement as

set forth herein; provided, however, that for purposes of this

Paragraph 13, Wesbanco shall be obligated to the Employee only to

the extent of the base salary and incentive compensation herein

provided, excluding any additional payments, obligations or

damages however arising. Wesbanco also acknowledges that it may

or may not be entitled to indemnification or contribution from

the Employer, or to be subrogated to the claim of Employee

265

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 the Employer 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 the Employer.

14. 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.

IN WITNESS WHEREOF, Employer and Wesbanco have caused these

presents to be signed and their corporate seals to be hereto

affixed, and Employee has hereto affixed his signature and seal

at Wheeling, West Virginia, as of the day and year first above

written.

WESBANCO MORTGAGE COMPANY

By /s/ Edward M. George
---------------------
Its Chairman

(SEAL)

ATTEST:

/s/ Shirlely A. Bucan
- ---------------------
Secretary

266

/s/ Ernest S. Fragale (SEAL)
---------------------
ERNEST S. FRAGALE

WESBANCO, INC.

By /s/ Edward M. George
--------------------
Its President

(SEAL)

ATTEST:

/s/ Shirley A. Bucan
- --------------------
Secretary

267
EXHIBIT 10.17

AGREEMENT
---------

THIS AGREEMENT, made and entered into this 30th day of

August, 1996, by and between BANK OF WEIRTON, hereinafter

referred to as "Bank" and GEORGE M. MOLNAR, hereinafter referred

to as "Employee", and WESBANCO, INC., a West Virginia banking

corporation, hereinafter referred to as "Wesbanco".

WHEREAS, Employee is serving as an executive 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; and

WHEREAS, it is contemplated that Wesbanco will acquire Bank

by merger with its wholly owned subsidiary, Wesbanco Bank

Wheeling, and Wesbanco desires to assure itself of the Employee's

full time employment and assure Employee of his continued

participation in the management of the combined entity, as

President of the Weirton Division and Chairman of the Weirton

Advisory Board.

WITNESSETH THAT: In consideration of the mutual promises

and undertakings hereinafter set forth, the parties hereto agree

as follows:

1. OFFER OF EMPLOYMENT. The Bank agrees to, and hereby

does, continue the employment of Employee at Bank in an executive

capacity. In that capacity, Employee shall be answerable to the

Board of Directors of the Bank and such other officers of

Wesbanco, the intended parent company of the Bank, as the Board

of Directors of Wesbanco shall direct. Employee shall perform

such duties, compatible with his employment under this Agreement, as

268

the Bank, and Wesbanco, from time to time, may assign to him.

Upon consummation of the merger, Employee shall continue to serve

in an executive capacity and shall serve as President of the

Weirton Office and Chairman of the Weirton Advisory Board.

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 amount 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 April of each calendar year, but in no

event shall Employee's base salary be less than

$200,000.00 per year, plus an annual bonus of not less

than $100,000.00 granted by the Board of Directors of

Bank after the date hereof;

(B) Such other miscellaneous benefits and

perquisites as the Bank provides to its executive

employees generally;

whereby Bank will become a wholly owned subsidiary of

Wesbanco with possible resulting changes in the Bank's

Pension Plan. The Bank and Wesbanco hereby covenant

and agree that no such merger of the Bank's Pension

Plan will reduce the pension benefit which would have

otherwise been payable to Employee or his surviving

spouse under the Bank's existing Pension Plan. In the

event of such a reduction, Bank and Wesbanco hereby

covenant and agree to make Employee and Employee's

spouse whole on an after tax basis.

269

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 period of three years, beginning on the

1st day of September, 1996, and ending on the 31st day of

August, 1999. The term of this Agreement shall automatically be

extended on each anniversary of the beginning date of the term

hereof for an additional one year, thereby creating a new three

year term, unless written notice of termination thereof is given

by either party at least ninety (90) days prior to the

anniversary date of the beginning date of this Agreement. Any

such notice of non-renewal shall not affect the continuation of

the term of this Agreement existing at the time of such non-

renewal.

5. CONFIDENTIALITY. Employee agrees that such information

concerning the business, affairs, and records of Bank as he may

acquire in the course of, or as incident to, his employment

hereunder, shall be regarded and treated as being of a

confidential nature, and that he will not disclose any such

information to any person, firm, or corporation, for his own

benefit or to the detriment of Bank, during the term of his

employment under this Agreement or at any time following the

termination thereof.

6. 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, pension, insurance,

hospital, bonus, vacation, or

270

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.

7. BINDING EFFECT. This Agreement shall inure to the

benefit of and be binding upon the 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's contemplated acquiror, Wesbanco, may

be merged or otherwise consolidated.

8. TERMINATION. The Employee's employment hereunder shall

terminate upon the earliest to occur of any one of the following:

(A) The expiration of the initial term of this

Agreement, or any extended term of this Agreement by

written notice of termination as provided in Paragraph

(4) hereof; or

(B) 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, (provided that the term

"inability to perform" shall mean with

respect to a physical or mental disability, a

disability which continues for a minimum

period of at least six months); or

271

(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.

this Agreement and his active employment hereunder at

any time upon ninety (90) days written notice to the

Bank.

(D) Upon the death of the Employee, this

Agreement shall automatically terminate.

(E) Retirement, whether brought about by Employee

notice or by notice of non-renewal of Employment

Agreement, shall terminate this Agreement at the time

retirement benefits previously established are to

commence.

9. 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.

272

(B) In the event that this Agreement is

terminated by Employee and Bank my mutual agreement,

then Bank shall pay such severance benefits, if any, as

shall have been agreed upon by Bank and Employee.

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

then existing term of employment hereunder.

(D) In the event Bank terminates this Agreement

for cause, no severance benefits shall be payable

hereunder.

10. 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.

11. APPLICABLE LAW. This Agreement shall be governed by

and construed in accordance with the laws of the State of West

Virginia.

12. 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

273

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 12, Wesbanco shall be obligated to the

Employee for any bonuses or any increases in base salary in

excess of the amount set forth in Paragraph 2(A) 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.

13. 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.

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

274

signature and seal, at Weirton, West Virginia, as of the day and

year first above written.

BANK OF WEIRTON

By /s/ C. R. Cattrell
------------------
Its Director

(SEAL)

Attest:

/s/ James G. Thompson
- ---------------------
Secretary

/s/ George M. Molnar (SEAL)
--------------------
GEORGE M. MOLNAR

WESBANCO, INC.

By /s/ Edward M. George
--------------------
Its President

(SEAL)

ATTEST:

/s/ Shirley A. Bucan
- --------------------
Secretary

275

EXHIBIT 12.1

Computation of Ratio of
Earnings to Fixed Charges
(Dollar amounts in thousands)
(Unaudited)

WESBANCO & WEIRTON COMBINED
- ---------------------------
For the six months ended For the year ended
June 30, December 31,
------------------------ ----------------
1996 1995 1995
------------------------ ----------------
Net Income $10,920 $10,415 $20,304

Provision for income taxes 4,506 4,121 7,656

Earnings before provision for --------- --------- ----------
income taxes 15,426 14,536 27,960
--------- --------- ---------

Ratio of pretax income to net
income (x's) 1.41 1.40 1.38
========= ========= ==========

VANDALIA
- --------
For the six months ended For the year ended
June 30, December 31,
------------------------ ----------------
1996 1995 1995
------------------------ ----------------

Net Income $100 $150 $344

Provision for income taxes (10) 55 155
-------- --------- ---------
Earnings before provision for
income taxes 90 205 499
-------- --------- ---------
Ratio of pretax income to net
income (x's) 0.90 1.37 1.45
======== ========= =========

PRO FORMA COMBINED
- ------------------
For the six months ended For the year ended
June 30, December 31,
------------------------ ----------------
1996 1995 1995
------------------------ ---------------
Net Income $11,020 $10,565 $20,648

Provision for income taxes 4,496 4,176 7,811
--------- --------- ---------
Earnings before provision for
income taxes 15,516 14,741 28,459
--------- --------- ---------
Preferred stock dividend
requirements 0 91 164

Ratio of pretax income to net
income (x's) 1.41 1.40 1.38
--------- --------- ---------

Preferred dividend factor $0 $127 $226

Ratio of earnings to preferred
dividends (x's) 0.0 116.1 125.9
========= ========= =========

276

EXHIBIT 21

WESBANCO SUBSIDIARIES
---------------------

Wesbanco, Inc.

Wesbanco Properties, Inc. (non-bank)
Wesbanco Mortgage Company (non-bank)
Heritage Bank of Harrison County (12.5% Equity Interest)
Wesbanco Bank Wheeling
McLure Hotel, Inc. (non-bank)
Wesbanco Bank Kingwood, Inc.
Wesbanco Bank South Hills
FFB Corporation
Wesbanco Bank Fairmont, Inc.
Wesbanco Bank Barnesville
Wesbanco Bank Parkersburg

277

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------

We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-4 of WesBanco, Inc. of our report dated January 25, 1996,
except as to Note 19, which is as of February 9, 1996, which
appears on page 24 of WesBanco, Inc.'s 1995 Annual Report to
Shareholders, which is incorporated by reference in its Annual
Report on Form 10-K for the year ended December 31, 1995. We
also consent to the reference to us under the heading "Experts"
in such Prospectus.

/s/ Price Waterhouse LLP

Pittsburgh, Pennsylvania
September 5, 1996

278

EXHIBIT 23.2

CONSENT OF PHILLIPS, GARDILL, KAISER & ALTMEYER
-----------------------------------------------

We hereby consent to the reference to our firm under the

caption "Legal Matters" in the Registration Statement on Form S-4

of Wesbanco, Inc.

PHILLIPS, GARDILL, KAISER & ALTMEYER

By /s/ James C. Gardill
--------------------
September 5, 1996

279

EXHIBIT 23.3

CONSENT OF SPILMAN, THOMAS & BATTLE
-----------------------------------

We hereby consent to the references to this firm and its
opinions under the caption "Certain Federal Income Tax
Consequences of the Merger" in the registration statement on Form
S-4 of Wesbanco, Inc., filed in connection with its proposed
acquisition of Vandalia National Corporation (the "Registration
Statement"). Further, we hereby consent to the reference to this
firm in the Registration Statement under the caption "Legal
Matters."

SPILMAN, THOMAS & BATTLE

By /s/ David B. Shapiro
--------------------
Partner

280

Exhibit 23.4

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------

We have issued our report dated April 11, 1996, accompanying
the 1995 financial statements of Bank of Weirton contained in the
Registration Statement and Prospectus. We consent to the use of
the aforementioned reports in the Registration Statement and
Prospectus, and to the use of our name as it appears under the
caption "Experts".

/s/ GRANT THORNTON LLP
------------------------
Pittsburgh, Pennsylvania
September 4, 1996

281

Exhibit 23.5

CONSENT OF FERRIS, BAKER WATTS, INCORPORATED
--------------------------------------------

We hereby consent to the inclusion of this firm's opinion
under the caption "Opinion of Ferris, Baker Watts, Incorporated"
in the registration statement on Form S-4 of WesBanco, Inc.,
filed in connection with its proposed acquisition of Vandalia
National Corporation (the "Registration Statement"). Further, we
hereby consent to the references to this firm and its opinion in
the Registration Statement under that caption (and the reference
thereto in the Table of Contents) and under the captions
"Background of the Merger", "Vandalia's Reasons for the Merger"
and "Other Conditions."

/s/ FERRIS, BAKER WATTS, INCORPORATED
-------------------------------------

Baltimore, Maryland
September 4, 1996

282

Exhibit 23.6

CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------

We hereby consent to the inclusion in the Registration
Statement of WesBanco, Inc., on Form S-4, of our report dated
January 19, 1996, relating to the consolidated financial
statements of Vandalia National Corporation and subsidiary as of
December 31, 1995 and 1994, and for the three years ended
December 31, 1995, and to the reference to our Firm under the
caption "Experts" in the prospectus.

/s/ ARNETT & FOSTER
-------------------

Charleston, West Virginia
September 4, 1996

283

EXHIBIT 99.1

VANDALIA NATIONAL CORPORATION
344 HIGH STREET
MORGANTOWN, WV 26505

Proxy for Special Meeting of Shareholders on December ___, 1996
This Proxy is Solicited on Behalf of the Board of Directors

The undersigned hereby appoints C. Barton Loar and John W.
Fisher, II, and each of them, as proxies, with the power of
substitution, and hereby authorizes either of them to represent
and to vote, as designated below, all of the shares of common
stock, par value $1.00 per share of Vandalia National Corporation
("Vandalia"), that the undersigned is entitled to vote at the
Special Meeting of Shareholders of Vandalia (the "Special
Meeting") to be held in the lobby of The National Bank of West
Virginia, 344 High Street, Morgantown, WV, 26505, on December
___, 1996, at 4:00 p.m., local time, or any adjournment or
postponement thereof as follows:

Proposal to approve and adopt the Agreement and Plan of
Merger dated as of July 18, 1996, between Vandalia, Wesbanco,
Inc., VNC Corporation and Wesbanco Bank Fairmont, Inc.

FOR______ AGAINST______ ABSTAIN______

In their discretion the proxies are authorized to vote upon
such other business as may properly come before the Special
Meeting.

This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. If no directions
are specified, this Proxy will be voted FOR the Proposal set
forth above.

DATED__________________________________

_______________________________________
SIGNATURE

Please sign exactly as name or names appear
hereon. When signing as attorney, executor,
administrator, trustee or guardian, please give
your full title. If a corporation, please sign
in full corporate name by president or other
authorized officer. If a partnership, please
sign in partnership name by authorized person.

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