As filed with the Securities and Exchange Commission on November 6, 1996
Registration No. -333-11461
- ----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
AMENDMENT NO. 1
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 163.

(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;
Pro Forma Selected
Financial Information
for Vandalia;
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 and
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 - Appraisal
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 - Interest 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
and VNC
Shareholder
Approval, and
Conditions and
Covenants

(7) (i) Directors and Executive
Officers . . . . The Merger - Effects of
the Mergers: The
Surviving
Corporations;
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 17, 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 Tuesday, December 17, 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, Inc. ("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
October 30, 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 8, 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 17, 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 17, 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 8, 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 8, 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 DECEMBER 10, 1996.

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

PAGE
----

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . 8
SUMMARY INFORMATION . . . . . . . . . . . . . . . . . 12
MARKET PRICES AND SELECTED FINANCIAL INFORMATION . . . 19
Market Prices. . . . . . . . . . . . . . . . . . 19
PRO FORMA SELECTED FINANCIAL INFORMATION FOR
WESBANCO . . . . . . . . . . . . . . . . . . . . . 19
SELECTED FINANCIAL INFORMATION FOR VANDALIA . . . . . 20
INTRODUCTION . . . . . . . . . . . . . . . . . . . . 21
VOTING INFORMATION. . . . . . . . . . . . . . . . . . 22
Date, Time and Place of the Special Meeting. . . 22
Voting and Revocation of Proxies . . . . . . . . 22
Solicitation of Proxies . . . . . . . . . . . . . 22
Accountants . . . . . . . . . . . . . . . . . . . 23
Date for Submission of Shareholder Proposals .. . 24
THE MERGER . . . . . . . . . . . . . . . . . . . . . . 24
General . . . . . . . . . . . . . . . . . . .. . 24
Background of the Merger . . . . . . . . . . . . 25
Recommendation of the Boards of Directors . . . . 25
Vandalia Reasons for the Merger . . . . . . . . . 26
Wesbanco Reasons for the Merger . . . . . . . . . 27
Interest of Certain Persons in the Merger . . . . 27
Opinion of Ferris, Baker Watts, Incorporated. . . 29
Effective Time. . . . . . . . . . . . . . . . . . 33
Conversion of Vandalia Common Stock. . . . . . .. 33
Exchange of Certificates. . . . . . . . . . . . . 34
Election to Receive Cash . . . . . . . . . . . .. 34
Wesbanco, Wesbanco Fairmont and VNC
Shareholder Approval. . . . . . . . . . . . . 35
Effects of the Mergers: The Surviving
Corporations . . . . . . . . . . . . . . . . 35
Conditions and Covenants. . . . . . . . . . . . . 36
Approval by Vandalia Shareholders . . . . . . . . 36
Government Approvals . . . . . . . . . . . . . . . 36
Covenants. . . . . . . . . . . . . . . . . . . . . 37
Other Conditions . . . . . . . . . . . . . . . . . 38
Waiver and Amendment . . . . . . . . . . . . . . . 39
Termination. . . . . . . . . . . . . . . . . . . . 39
The Stockholder Agreement . . . . . . . . . . . . 39

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

PAGE
----
Appraisal Rights of Dissenting Shareholders . . . 39
Resales of Wesbanco Common Stock. . . . . . . . . 40
Expenses . . . . . . . . . . . . . . . . . . . .. 43
Accounting Treatment . . . . . . . . . . . . . . . . . . 44
Certain Federal Income Tax Consequences of the Merger . 44
COMPARATIVE STOCK PRICES AND DIVIDENDS . . . . . . . . . . . 47
Wesbanco Stock Prices and Dividends . . . . . . . . . .. 47
Stock Price Range . . . . . . . . . . . . . . . . . . .. 47
Dividends Paid. . . . . . . . . . . . . . . . . . . . . 47
Wesbanco Common Stock Dividend Policy . . . . . . . . .. 48
Vandalia Stock Price Range and Dividends . . . . . . . . 48
Vandalia Dividend Policy. . . . . . . . . . . . . . . . 49
COMPARATIVE RIGHTS OF SHAREHOLDERS . . . . . . . . . . . . . 50
Description of Wesbanco Capital Stock . . . . . . . . . 50
Description of Vandalia Capital Stock . . . . . . . . . 51
Comparison of Rights of Wesbanco and Vandalia
Shareholders . . . . . . . . . . . . . . . . . . .. . 52
PRO FORMA DATA . . . . . . . . . . . . . . . . . . . . . .. . 55
Notes to Pro Forma Financial Information . . . . . . . . 59
INFORMATION WITH RESPECT TO WESBANCO . . . . . . . . . . .. . 61
History. . . . . . . . . . . . . . . . . . . . . . . . . 61
Recent Acquisitions. . . . . . . . . . . . . . . . . . . 62
Future Acquisitions . . . . . . . . . . . . . . . . .. . 63
Operations . . . . . . . . . . . . . . . . . . . . . . . 63
Competition . . . . . . . . . . . . . . . . . . . . . 65
Principal Shareholders . . . . . . . . . . . . . . . .. 66
Wesbanco KSOP. . . . . . . . . . . . . . . . . . . . . . 67
Changes in West Virginia Taxes. . . . . . . . . . . . . 69
Directors and Executive Officers . . . . . . . . . . . . 70
Executive Compensation. . . . . . . . . . . . . . . . . 70
Certain Relationships and Related Transactions . . . . . 70
INFORMATION WITH RESPECT TO VANDALIA. . . . . . . . . . . . . 71
History . . . . . . . . . . . . . . . . . . . . . . . . . 71
Banking Services . . . . . . . . . . . . . . . . . . . . 71
Competition . . . . . . . . . . . . . . . . . . . . . . . 72
Economic Conditions . . . . . . . . . . . . . . . . . . . 72
Properties of Vandalia. . . . . . . . . . . . . . . . . . 72

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

PAGE
----
Legal Proceedings . . . . . . . . . . . . . . . . . . . 73
Principal Shareholders. . . . . . . . . . . . . . . . . 73
Directors and Executive Officers of Vandalia. . . . . . 74
Executive Officers . . . . . . . . . . . . . . . . . . 78
Compensation of Executive Officers. . . . . . . . . . . 79
401(k) Profit Sharing Plan. . . . . . . . . . . . . . . 79
Employment Agreements . . . . . . . . . . . . . . . . . 80
Meetings of the Board of Directors and Compensation of
Members . . . . . . . . . . . . . . . . . . . . . . 80
Certain Relationships and Related Transactions . . . . . 80
GOVERNMENT REGULATION . . . . . . . . . . . . . . . . . . . 82
Holding Company Structure . . . . . . . . . . . . . . . 82
Dividend Restrictions. . . . . . . . . . . . . . . . . . 83
FDIC Insurance. . . . . . . . . . . . . . . . . . . . . 84
Capital Requirements . . . . . . . . . . . . . . . . . . 85
Federal Deposit Insurance Corporation Improvement
Act of 1991 . . . . .. . . . . . . . . . . . . . . . 87
Environmental Issues . . . . . . . . . . . . . . . . . . 89
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . 90
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS . . . . . . . . . . 91
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . 91
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . 92
INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . 93
APPENDICES . . . . . . . . . . . . . . . . . . . . . . . .. .
I. Statutory Excerpts Concerning Shareholder
Appraisal Rights 146
II. Agreement and Plan of Merger
III. Stockholders Agreement
IV. Wesbanco's 1995 Financial Statements, Notes to
Financial Statements and Management,s Discussion
and Analysis, restated to include Bank of Weirton

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 Tuesday,
December 17, 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 of Rights of Wesbanco and
Vandalia Shareholders". These anti-
takeover provisions provide the
continuity and stability
of management that are 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 October 30, 1996, the
record date for the Special Meeting
(the "Record Date").
As of the Record Date, the directors
and officers of Vandalia
beneficially owned 162,590 shares of
Vandalia Common Stock representing
57.45% 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
September 30, 1996, Vandalia would have
constituted 3.9% of deposits, 3.5%
of assets, 2.0% of equity, and the
former shareholders of Vandalia
would hold 3.5% (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 3.8% of net interest
and 1.3% of net income of Wesbanco
on a consolidated pro forma basis as
of September 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 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 were
filed shortly after execution of the
Agreement and the applicable regulatory
agencies have each now approved the
Merger and the Bank Merger.
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 approvals and
satisfaction of all conditions in
the Agreement and in such approvals.
See "The Merger - Effective Time".

Shareholders Entitled to On October 30, 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 October 30,
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 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 should 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, a director of Vandalia, 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,
all Vandalia directors,
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 who signed the Agreement
constitute all of the members of the Board
of Directors and own individually
and beneficially 57.45% of the
outstanding Vandalia Common Stock.
See "The Merger - The Stockholder
Agreement".

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

For the nine months ended September 30,
1996, Wesbanco's net income was
$16,073,000 or $1.58 per share.
Total assets were approximately
$1,600,769,000, total deposits were
approximately $1,271,512,000 and
total shareholders' equity was
approximately $214,426,000.
For the nine months ended September 30,
1996, Vandalia's net income was
$213,000 or $.75 per share. Total
assets were approximately
$57,414,000, total deposits were
approximately $52,174,000 and total
stockholders' equity was
approximately $4,375,000.

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 October 30, 1996 $29.75 $30.50 $38.31(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
(In thousands, except for share and per share data)
(Unaudited)(2)

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

Interest income $83,644 $80,175 $108,082 $101,720 $105,268 $112,851 $121,486
Interest expense 35,723 34,319 46,570 39,660 43,727 53,661 66,702
----------------------------------------------------------------------------------------------
Net Interest income 47,921 45,856 61,512 62,060 61,541 59,190 54,784
----------------------------------------------------------------------------------------------
Provision for loan losses 2,848 1,687 2,788 6,073 3,247 3,297 2,976
----------------------------------------------------------------------------------------------
Net interest income after provision
for possible loan losses 45,073 44,169 58,724 55,987 58,294 55,893 51,808
Total other income 8,701 8,710 11,366 11,028 10,367 10,272 9,456
Total other expense 31,446 31,310 42,130 42,840 41,873 40,610 39,645
----------------------------------------------------------------------------------------------
Income before income taxes and
effect of change in accounting
for post-retirement benefits 22,328 21,569 27,960 24,175 26,788 25,555 21,619
Provision for income taxes 6,255 6,107 7,656 6,283 7,070 7,044 5,609
----------------------------------------------------------------------------------------------
Income before effect of change in
accounting for postretirement
benefits 16,073 15,462 20,304 17,892 19,718 18,511 16,010
Effect of change in accounting
for postretirement benefits (592)
----------------------------------------------------------------------------------------------
Net Income $16,073 $15,462 $20,304 $17,892 $19,718 $17,919 $16,010
==============================================================================================

Earnings per share of
common stock: (1)
Net Income $1.58 $1.51 $1.98 $1.72 $1.88 $1.71 $1.52
Average shares outstanding 10,186,456 10,166,882 10,160,328 10,280,878 10,379,499 10,397,197 10,394,537
Preferred stock dividends
and discount accretion 0 137 164 183 184 184 184

Total Assets $1,600,769 $1,538,332 $1,549,019 $1,532,832 $1,534,101 $1,500,687 $1,448,597
Total Deposits $1,271,512 $1,246,903 $1,254,844 $1,254,586 $1,265,677 $1,245,978 $1,203,349
Total Equity $214,426 $202,081 $206,996 $192,305 $191,922 $180,762 $169,859
Cash dividends declared
per share 0.80 0.71 0.96 0.86 0.785 0.70 0.675
Book value per share 20.97 20.02 20.32 18.86 18.52 17.41 16.67

(1) Per share information has been retroactively adjusted for the April 1993
two for one stock split.
(2) Bank of Weirton financial information was not audited prior to
December 31, 1993.

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

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

Interest income $3,703 $3,629 $4,892 $3,928 $3,533 $2,613 $1,170
Interest expense 1,789 1,783 2,387 1,821 1,778 1,383 635
--------------------------------------------------------------------------------------------
Net Interest income 1,914 1,846 2,505 2,107 1,755 1,230 535
--------------------------------------------------------------------------------------------
Provision for loan losses 345 93 123 62 556 213 144
--------------------------------------------------------------------------------------------
Net interest income after
provision for possible loan
losses 1,569 1,753 2,382 2,045 1,199 1,017 391
Total other income 288 210 279 214 246 157 56
Total other expense 1,573 1,577 2,162 2,056 1,502 1,160 937
-------------------------------------------------------------------------------------------
Income (loss) before income
taxes and cumulative change in 284 386 499 203 (57) 14 (490)
accounting principle
Income tax provision (benefit) 71 117 155 63 (79) 0 0
Cumulative change in accounting
principle 170
-------------------------------------------------------------------------------------------
Net Income (Loss) $213 $269 $344 $140 $192 $14 ($490)
===========================================================================================

Earnings per share of
common stock:
Net Income (Loss) $0.75 $0.95 $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 $57,414 $58,023 $58,230 $51,228 $48,557 $39,992 $22,104
Total Deposits 52,174 52,255 52,245 46,089 40,142 35,243 18,027
Total Equity 4,375 4,045 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 15.46 14.29 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 8, 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 Tuesday,
December 17, 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 October 30,
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
October 30, 1996, Vandalia Common Stock was held by
approximately 290 shareholders of record. As of October 30,
1996, Wesbanco Common Stock was held by approximately 4,019
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,
162,590 shares of Vandalia Common Stock, constituting in the
aggregate approximately 57.45% of the outstanding Vandalia Common
Stock as of such date. See "The Merger - The Stockholder
Agreement."

As of October 30, 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, except for Ernest S. Fragale who owns 375 shares of
Vandalia Common Stock.

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. See
"The Stockholder Agreement" below.

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 while permitting a limited
shareholder election to receive cash in exchange for his or her
stock, (see, generally, "Certain Federal Income Tax Consequences
of the Merger" below), (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 162,590 shares, or 57.45% of
Vandalia Common Stock as of October 30, 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 by 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 October 30, 1996, Wesbanco held no shares of Vandalia
Common Stock. Except for Mr. Fragale, 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 has requested Ferris, Baker to
update its opinion which was done as of November 1, 1996. The full
text of Ferris, Baker's updated 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

November 1, 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 18,
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, (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 is fair from a financial
point of view.

Our opinion is necessarily based on economic, market and other
conditions as in effect on, and the information made available to
us as of, November 1, 1996. It is understood that subsequent
developments may affect the conclusions reached in this opinion
and that we do not have any obligation to update, revise or reaffirm
this opinion.

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 has received a fee of $35,000,
plus expenses. 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 all other conditions to the Merger are
satisfied or waived, the Merger will become effective by
December 30, 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

To the extent permitted to maintain the tax-free treatment of
Vandalia shareholders receiving Wesbanco Common Stock, 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. If
cash elections exceed the permitted limits to maintain the transaction's
tax-free character, all Vandalia shareholder's electing cash will receive
a proportionate reduction of the amount of their Vandalia Common Stock
to be exchanged for cash. See "Certain Federal Income Tax Consequences
of the Merger" below. Instructions for making such an election are
included on the form of Proxy for the meeting. Absent an affirmative
election for each shareholder, each shareholder will receive Wesbanco
Common Stock by reason of the exchange. Instructions for 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 C. Barton
Loar 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 September 30, 1996, Vandalia
would have, on a pro forma consolidated basis, constituted 3.9%
of deposits, 3.5% of assets, 2.0% of equity, and its
shareholders would have held 3.5% of the total outstanding
shares of Wesbanco on a pro forma consolidated basis. In
addition, for the nine months ended September 30, 1996, Vandalia would
have contributed 3.8% of net interest income and 1.3% of net
income to Wesbanco on a pro forma consolidated basis. These
percentages reflect the relative size of Vandalia as of September 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 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, October 30, 1996, the
directors and officers of Vandalia beneficially owned, in the
aggregate, approximately 162,590 shares or 57.45% 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 was 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 approved on September 20, 1996.

Under the Bank Holding Company Act, the Federal Reserve
Board could have withheld approval of the Merger if it found that the
Merger would have resulted 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 could not have approved the Merger if it found
that the effect of the Merger would have substantially lessened
competition or tended to create a monopoly or would in any other
manner be in restraint of trade, unless it found that the
anticompetitive effects of the proposed transaction were 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 also had to take into consideration the
financial and managerial resources and future prospects of
Vandalia and Wesbanco.

Under the Bank Holding Company Act, the Merger could 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 could have challenged the
Merger under the antitrust laws.

The Merger was 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 could not approve the Merger if it found
that the effects of the Merger would be similar to those which
required disapproval in accordance with the Bank Holding Company
Act set forth above. In addition, under the state statute, the
Board was required to act on the application within 120 days after
receipt of a completed application, except that the Board 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 and the application was approved at the hearing held
on September 9, 1996, by 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. The Bank Merger was approved by the West Virginia
Board of Banking and Financial Institutions on September 9, 1996,
and the FDIC on October 8, 1996.

The mergers could not have proceeded in the absence of the requisite
regulatory approvals. Although there was no assurance that these
regulatory approvals would be obtained, the management of Wesbanco
and Vandalia believed that the required governmental approvals
would be obtained, and that the Department of Justice would 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 57.45% 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 an opinion of counsel,
as to the principal federal income tax consequences expected to result
from the Merger. 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 80% of the Vandalia Common Stock will exchange that stock for Wesbanco
Common Stock; and (E) each Vandalia shareholder receives either all
cash or, other than cash for fractional shares, all Wesbanco Common
Stock in exchange for the shareholder's Vandalia Common Stock.

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;

(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 therefor;

(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; and

(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 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
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 $30.50 and
$29.75 as of October 30, 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
Third Quarter $28.50 $26.25

(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

48
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
Third 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 October 30, 1996, the pro forma
equivalent price per share for Vandalia Common Stock, based on
the price of Wesbanco Common Stock on that date, was $38.31.
As of October 30, 1996, Vandalia had approximately 290
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 October 30, 1996, there were
approximately 4,019 holders of record of the common stock of
Wesbanco. Of the 25,000,000 shares of authorized common stock,
10,243,747 shares were issued and outstanding as of October 30,
1996. For a description of Wesbanco dividend rights, see
"Comparative Stock Prices and Dividends - Wesbanco Common Stock
Dividend Policy".

As of October 30, 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 October 30, 1996, there were 290
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 September 30, 1996 and 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, 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 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 Vandalia 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 31, 1997 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
September 30, 1996
[In thousands, except for book value per share]
[Unaudited]

Note 1 WesBanco Inc.
Vandalia Adjustments Proforma
WesBanco, Inc. National Corp. Dr Cr Combined
-----------------------------------------------------------------------
ASSETS

A $5,745
Cash and due from banks $60,570 $1,534 K $3,949 B 601 $59,707
Due from banks -
interest bearing 297 818 1,115
Federal funds sold 29,500 29,500
Securities available G 21 D 214
for sale 249,828 7,492 K 3,949 253,178
Securities held to
maturity 249,270 850 250,120
Investment in subsidiary 0 B 10,319 C 10,319 0
Loans held for sale 1,234 1,234
Loans 963,315 45,464 H 22 E 133 1,008,668
Less: valuation reserve (14,597) (759) (15,356)
-------------------------------------------------------------------------
Net loans 949,952 44,705 22 133 993,312
Bank premises and
equipment 29,745 1,181 30,926
C 5,944
E 133
Goodwill and D 214 J 304
other intangibles 593 F 82 P 106 6,556
Q 18
Other assets 31,014 834 P 139 L 120 31,849
-------------------------------------------------------------------------
TOTAL ASSETS $1,600,769 $57,414 $20,823 $21,509 $1,637,497
=========================================================================
LIABILITIES
Deposits:
Non interest bearing $144,918 $6,424 $151,342
Interest bearing 1,126,594 45,750 I $15 F $82 1,172,411
---------------------------------------------------------------------------
Total deposits 1,271,512 52,174 15 82 1,323,753

Liabilities for
borrowed money 102,427 $550 102,977
Q 6
Other liabilities 12,404 315 M 48 P 33 12,698
---------------------------------------------------------------------------
TOTAL LIABILITIES 1,386,343 53,039 69 115 1,439,428

SHAREHOLDERS' EQUITY
Preferred stock 0 0 0
Common stock 21,608 283 C 283 21,608
B 31
Capital surplus 31,207 4,143 C 4,143 31,176
N 330
Retained Earnings 166,682 116 C 116 166,352
Treasury stock (4,004) A 5,745 B 9,749 0
Net unrealized
losses on available-
for-sale securities (1,067) (167) C 167 (1,067)
----------------------------------------------------------------------------
TOTAL SHAREHOLDERS'
EQUITY 214,426 4,375 10,648 9,916 218,069
---------------------------------------------------------------------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $1,600,769 $57,414 $10,717 $10,031 $1,657,497
============================================================================

Book value per share $20.97 $21.03
========== ===========

See notes to Proforma Combined Financial Information

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

Note 1 WesBanco Inc.
Vandalia Adjustments Proforma
WesBanco, Inc. National Corp. Dr Cr Combined
----------------------------------------------------------------

INTEREST INCOME
Interest and fees
on loans $60,046 $3,270 H $22 $63,338
Interest on investment
securities 22,305 433 L 120 G 21 22,639
Interest on federal
funds sold 1,293 0 1,293
-----------------------------------------------------------------------
Total interest income 83,644 3,703 120 43 87,270

INTEREST EXPENSE
Interest on deposits 33,010 1,736 I 15 34,731
Interest on other
borrowings 2,713 53 2,766
-----------------------------------------------------------------------
Total interest expense 35,723 1,789 0 15 37,497
-----------------------------------------------------------------------

NET INTEREST INCOME 47,921 1,914 120 58 49,773
Provision for possible
loan losses 2,848 345 3,193
-----------------------------------------------------------------------
NET INTEREST INCOME
AFTER PROVISION FOR
POSSIBLE LOAN LOSSES 45,073 1,569 120 58 46,582

OTHER INCOME
Trust fees 4,039 0 4,039
Service charges and
other income 4,713 291 5,004
Net securities
transaction gains (51) (3) (54)
-----------------------------------------------------------------------
Total other income 8,701 288 0 0 8,989

OTHER EXPENSE
Salaries, wages, and
fringe benefits 17,406 789 18,195
Premises and
equipment - net 4,354 273 4,627
Goodwill amortization 6 0 J 304 310
Other operating 9,680 511 10,191
-----------------------------------------------------------------------
Total other expense 31,446 1,573 304 0 33,323
-----------------------------------------------------------------------

Income before income
taxes 22,328 284 424 58 22,246

Income tax provision
(benefit) 6,255 71 Q 12 M 48 6,290
-----------------------------------------------------------------------

Net Income $16,073 $213 $436 $106 $15,956
=======================================================================

Earnings Per Share $1.58 $1.54
Average Shares
Outstanding 10,186,456 10,346,368

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)

Vandalia Note 1 Wesbanco
National Adjustments Proforma
WesBanco, Inc. 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 43,403 2,310 I 58 45,655
Interest on other
borrowings 3,167 77 3,244
------------------------------------------------------
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 6,213 307 6,520
Net securities
transaction gains 437 (28) 409
------------------------------------------------------
Total other income 11,366 279 0 0 11,645

OTHER EXPENSE
Salaries, wages, and
fringe benefits 23,217 1,072 24,289
Premises and equipment-net 5,133 408 5,541
Goodwill amortization 0 0 J 426 426
Other operating 13,780 682 14,462
------------------------------------------------------
Total other expense 42,130 2,162 426 0 44,718
------------------------------------------------------
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 September
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 September 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
September 30, 1996, Wesbanco had total assets of $1,600,769,000,
net loans of $950,000,000, deposits of $1,271,512,000 and shareholders
equity of $214,426,000. As of October 30, 1996, Wesbanco had
approximately 4019 shareholders, and 10,243,747 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 September 30, 1996, the affiliates,
without prior approval from the regulators, could have
distributed dividends of approximately $4,213,000. 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
September 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. The Reorganization Agreement also provided
for the issuance of additional shares based on the net book value of
Universal in excess of $250,000. The calculation of the net book value in
excess of $250,000 was made based on audited financial statements which
were delivered within 45 days of closing. As a result of the audited
financial statements 2,374 additional shares were 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 32,463 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 50.4% of the consolidated
assets and 49.5% of the consolidated net income as of September 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 396 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 September 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 September 30, 1996, the bank had total assets of approximately
$97,100,000, deposits of approximately $82,902,000 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 September 30, 1996, the bank had approximately
$117,252,000 in assets, $99,524,000 in deposits, and 70 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 September 30, 1996, the bank had approximately
$109,745,000 in assets and, $89,795,000 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 September 30, 1996, the bank had
approximately $145,730,000 in assets and $124,482,000 in
deposits, and 62 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 September 30, 1996, the bank had approximately $328,264,000 in
assets and $261,560,000 in deposits and 235 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 October 30, 1996,
923,815 shares of the common stock of the Corporation,
representing 9.01% of the shares outstanding, were held in
various capacities in the Trust Department. Of these shares, the
Bank does not have voting control of 203,588 shares, representing
1.98% of the shares outstanding, has partial voting control of
31,147 shares, representing 0.30% of the shares outstanding, and
sole voting control of 689,079 shares, representing 6.72% 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 923,815* 9.01%

*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 October 30, 1996, and assuming a
total of 10,603,933 shares of Wesbanco Common Stock outstanding
immediately after the Merger, the Trust Department of Wesbanco
Bank Wheeling would own 8.71%, with sole voting and investment
power over 6.49%, and 0.29% with shared power. Directors and
Officers, as a group, would beneficially hold 7.12% 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 $57,000,000 in assets at September 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 September 30, 1996, the bank had total assets
of $57,414,000, deposits of $52,174,000 and total loans of
$44,705,000. As of September 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 $120,000, increasing at a rate
of 1% per year during the term of the lease. 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 $83,200 during the term thereof.
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.

[CAPTION]

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 1,749 .62% *

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

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) 162,590 57.45%(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 4,452 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 2,695 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 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 an attorney at
law 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 prerequisites 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 $120,000, increasing at a
rate of 1% per year during the term of the lease. 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 $83,200 during the term thereof.

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 September 30,
1996, approximately $38,304,000 was available for loans to
Wesbanco from its subsidiary banks and $875,000 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 September 30, 1996, of approximately
$4,213,000, and Vandalia's subsidiary bank could declare dividends
of $390,000.

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

Regulatory Pro Forma
Requirements Wesbanco Vandalia Combined
------------- ---------- -------- ----------
Tier 1 Risk-Based
Ratio 4% 20.4% 10.3% 19.6%
Total Risk-Based
Ratio 8% 21.7% 11.6% 20.8%
Total Assets
Leverage Ratio 3% 13.4% 7.3% 12.9%
________________

As of September 30, 1996, all of Wesbanco's banking subsidiaries,
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
September 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) Wesbanco Proxy Statement for the annual
meeting of shareholders held on April 17, 1996.*

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

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

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

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

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

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

(8) Wesbanco's Current Report on Form 8-K/A dated
November 4, 1996, including Wesbanco's restated Consolidated
Balance Sheet as of December 31, 1995 and 1994, restated
Consolidated Statement of Income for the three years ended
December 31, 1995, restated Notes to Financial Statements and
Selected Financial schedules.(Wesbanco's restated 1995 Financial
Statements, Notes to Financial Statements, and Management Discussion
and Analysis are being delivered with the Proxy Statement/Prospectus).

(9) 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, 1995, the
members of Phillips, Gardill, Kaiser & Altmeyer participating in
the preparation of this Proxy Statement/Prospectus owned an
aggregate of 28,892 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 Current Report
on Form 8-K/A dated November 4, 1996 as of and for the three years
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 three
years 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 incorporated in this Prospectus
by reference to the Current Report on Form 8-K/A dated November 4, 1996,
as of and for the three years ended December 31, 1995, Statement, have been
so incorporated in reliance on the report of Grant Thornton LLP, 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 September 30, 1996 (unaudited)
and December 31, 1995 96

Consolidated Statement of Income for the three and nine months
ended September 30, 1996 and 1995 (unaudited) 97

Consolidated Statement of Changes in Shareholders' Equity for
the nine months ended September 30, 1996 and 1995 (unaudited) 98

Consolidated Statement of Cash Flows for the nine months ended
September 30, 1996 and 1995 (unaudited) 99

Notes to Consolidated Financial Statements as of September 30, 1996
(unaudited) 100

Management Discussion and Analysis for the nine months ended
September 30, 1996 (unaudited) 102

VANDALIA NATIONAL CORPORATION

Consolidated Balance Sheets as of September 30, 1996 (unaudited)
and December 31, 1995 113

Consolidated Statements of Income for the three and nine months
ended September 30, 1996 and 1995 (unaudited) 114

Consolidated Statements of Changes in Stockholders' Equity for the
nine months ended September 30, 1996 and 1995 (unaudited) 115

Consolidated Statements of Cash Flows for the nine months ended
September 30, 1996 and 1995 (unaudited) 116

Notes to Consolidated Financial Statements as of September 30,
1996 (unaudited) 117

Page
Number
------

Independent Auditor's Report 118

Consolidated Balance Sheets as of December 31, 1995
and 1994 119

Consolidated Statements of Income for the years ended December 31,
1995, 1994 and 1993 120

Consolidated Statements of Shareholders' Equity for the years ended
December 31, 1995, 1994 and 1993 122

Consolidated Statements of Cash Flow for the years ended December 31,
1995, 1994 and 1993 123

Notes to Consolidated Financial Statements as of December 31, 1995 125

WesBanco, Inc. - FINANCIAL INFORMATION

Consolidated Balance Sheets at September 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 nine

months ended September 30, 1996 and 1995 (unaudited) are set

forth on the following pages. On August 30, 1996, WesBanco

consummated its merger of the Bank of Weirton. All previously

presented financial information has been restated to include the

Bank of Weirton. For further information, see Footnote 3. 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

nine months ended September 30, 1996 are not necessarily

indicative of what results will be for the entire year. For

further information, refer to the 1995 Annual Report to

Shareholders, which includes consolidated financial statements

and footnotes thereto on Form 8-K/A.

Earnings per share for the nine months ended September 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 nine months ended September 30, 1995 was

less than 3%.

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

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

ASSETS

Cash and due from banks $ 60,570 $ 54,163
Due from banks - interest bearing 297 301
Federal funds sold 29,500 37,230
Securities:
Securities available for sale 249,828 172,137
Securities held to maturity (market
value of $249,686 and $353,760) 249,270 350,151
----------- -----------
Total securities 499,098 522,288
Loans:
Loans (net of unearned income of
$4,485 and $8,459) 965,783 893,919
Less: Allowance for possible loan
losses (14,597) (13,439)
---------- -----------
Net loans 951,186 880,480
Bank premises and equipment - net 29,745 28,395
Accrued interest receivable 12,743 12,708
Other assets 17,630 13,454
----------- -----------
TOTAL ASSETS $1,600,769 $1,549,019
=========== ===========
LIABILITIES

Deposits:
Non-interest bearing demand $ 144,918 $ 143,872
Interest bearing demand 261,161 279,217
Savings deposits 331,963 337,706
Certificates of deposit 533,470 494,049
---------- ----------
Total deposits 1,271,512 1,254,844
Federal funds purchased and repurchase
agreements 84,651 70,457
Short-term borrowings 7,804 1,402
Other borrowings 5,777 777
Accrued interest payable 7,109 7,091
Other liabilities 9,490 7,452
---------- ----------
TOTAL LIABILITIES 1,386,343 1,342,023

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;
10,372,103 shares issued 21,608 21,608
Capital surplus 31,207 31,237
Market value adjustment on investments
available for sale - net of tax effect (1,067) 849
Retained earnings 167,883 159,483
Less: Treasury stock at cost (148,196
and 186,131 shares, respectively) (4,004) (5,038)
--------- ---------
215,627 208,139

Deferred benefits for employees and directors (1,201) (1,143)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 214,426 206,996
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $1,600,769 $1,549,019
=========== ===========
The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.

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

For the three months For the nine months
ended September 30, ended September 30,
---------------------- ---------------------
1996 1995 1996 1995
---------- ---------- --------- ----------

INTEREST INCOME:
Interest and fees on loans $ 20,684 $ 18,839 $ 60,046 $ 54,616
Interest on investment securities 7,451 7,756 22,305 23,600
Other interest income 329 537 1,293 1,959
---------- ---------- --------- ----------
Total interest income 28,464 27,132 83,644 80,175
---------- ---------- --------- ----------
INTEREST EXPENSE:
Interest on deposits 11,215 11,018 33,010 32,062
Interest on other borrowings 944 784 2,713 2,257
---------- ---------- --------- ----------
Total interest expense 12,159 11,802 35,723 34,319
---------- ---------- --------- ----------
NET INTEREST INCOME 16,305 15,330 47,921 45,856

Provision for possible loan losses 1,298 834 2,848 1,687
---------- ---------- --------- ----------
NET INTEREST INCOME AFTER PROVISION
FOR POSSIBLE LOAN LOSSES 15,007 14,496 45,073 44,169
---------- ---------- --------- ----------
OTHER INCOME:
Trust fees 1,204 1,027 4,039 3,495
Service charges and other income 1,692 1,703 4,713 4,778
Net securities transaction gains (losses) (167) 37 (51) 437
--------- ---------- --------- ----------
Total other income 2,729 2,767 8,701 8,710
--------- ---------- --------- ----------
OTHER EXPENSES:
Salaries, wages and fringe benefits 6,076 5,686 17,406 17,170
Premises and equipment - net 1,402 1,232 4,354 3,876
Other operating 3,356 3,312 9,686 10,264
--------- ---------- --------- ----------
Total other expenses 10,834 10,230 31,446 31,310
--------- ---------- --------- ----------
Income before provision for income taxes 6,902 7,033 22,328 21,569
Provision for income taxes 1,749 1,986 6,255 6,107
---------- ---------- ---------- ----------
NET INCOME $ 5,153 $ 5,047 $ 16,073 $ 15,462
========== ========== ========== ==========
Preferred stock dividends and discount
accretion $ --- $ 46 $ --- $ 137
========== ========== ========== ==========
Net income available to common
shareholders $ 5,153 $ 5,001 $ 16,073 $ 15,325
========== ========== ========== ==========
Earnings per share of common stock 0.50 0.49 1.58 1.51
========== ========== ========== ==========
Average shares outstanding 10,211,730 10,116,601 10,186,456 10,166,882
========== ========== ========== ==========
Dividends per share $ 0.28 $ 0.25 $ 0.80 $ 0.71
========== ========== ========== ==========

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

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

For the nine months ended
September 30,
--------------------------
1996 1995
------------ -----------
Total Shareholders' Equity
Balance, beginning of period $206,996 $192,305
---------- ----------
Net Income 16,073 15,462

Cash dividends:
Common (7,673) (6,568)
Preferred --- (114)

Accretion of preferred stock --- (23)

Net treasury stock activity 1,004 (2,817)

Change in market value adjustment on
investments available for sale-net
of tax effect (1,916) 4,305

Change in deferred benefits for employees
and directors (58) (469)
---------- ----------
Net change in Shareholders' Equity 7,430 9,776
---------- ----------
Total Shareholders' Equity
Balance, end of period $214,426 $202,081
========== ==========

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

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

For the nine months ended
September 30,
----------------------------
1996 1995
------------ ------------
Cash flows from operating activities:

Net income $ 16,073 $ 15,462
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 1,984 1,777
Provision for possible loan losses 2,848 1,687
Net amortization and accretion 2,298 3,715
Gain on sales of investment securities 51 (437)
Deferred income taxes (329) (49)
Other - net (244) 195
Increase or decrease in assets and
liabilities:
Interest receivable (35) (530)
Other assets (1,353) (2,585)
Interest payable 18 1,279
Other liabilities 1,861 772
--------- ---------
Net cash provided by operating activities 23,172 21,286
--------- ---------
Investing Activities:
Investment securities held to maturity:
Payments for purchases (38,306) (57,795)
Proceeds from maturities and calls 81,093 63,592
Investment securities available for sale:
Payments for purchases (121,848) (41,134)
Proceeds from sales 70,513 46,610
Proceeds from maturities, calls
and prepayments 26,228 38,098
Net increase in loans (73,525) (64,097)
Purchases of premises and equipment-net (3,260) (2,631)
--------- ---------
Net cash used by investing activities (59,105) (17,357)
--------- ---------
Financing activities:
Net increase in certificates of deposit 39,421 31,394
Net decrease in demand and savings accounts (22,753) (39,079)
Increase (decrease) in federal funds
purchased and repurchase agreements 14,194 (2,410)
Increase in short-term borrowings 6,402 3,364
Increase in other borrowings 5,000 ---
Dividends paid (6,937) (6,441)
Net purchases of treasury stock (721) (2,817)
Other --- 129
--------- ---------
Net cash provided (used) by financing
activities 34,606 (15,860)
--------- ---------
Net decrease in cash and cash equivalents (1,327) (11,931)
--------- ---------
Cash and cash equivalents at beginning of
period 91,694 94,546
---------- -----------
Cash and cash equivalents at end of period $ 90,367 $ 82,615
========== ===========

For the nine months ended September 30, 1996 and 1995, WesBanco
paid $35,359 and $33,041 in interest on deposits and other
borrowings and $6,220 and $6,105 for income taxes, respectively.

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

100

WESBANCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)

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. All previously presented financial information

has been restated to include the Bank of Weirton.

NOTE 2 - MERGERS AND ACQUISITIONS:
- ----------------------------------
On July 18, 1996, WesBanco, Inc. announced the signing of a

Definitive Agreement and Plan of Merger providing for the

acquisition of Vandalia National Corporation, Morgantown, West

Virginia. 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. Also, holders of

Vandalia warrants convertible in Vandalia common stock at $18 per

share shall receive cash in the amount of $16.34 per warrant. To

complete this transaction, WesBanco anticipates issuing up to

359,912 shares of WesBanco common stock from Treasury with

approximately 200,000 of those shares being acquired in the

marketplace. The Board of Directors of WesBanco approved the

repurchase of up to 200,000 shares of WesBanco common stock for

such purpose which can be acquired over a time period from

approximately

101

October 1, 1996 through January 31, 1997. 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 $57,414,000 and shareholders' equity of

approximately $4,375,000 as of September 30, 1996. The

transaction is expected to be completed before year end. The

merger is subject to approval of the shareholders of Vandalia.

All regulatory approvals have now been received.

NOTE 3 - COMPLETED MERGERS:
- ---------------------------
On August 30, 1996, WesBanco consummated its acquisition of

the Bank of Weirton through the merger of the Bank of Weirton

into WesBanco Bank Wheeling, an affiliate of WesBanco. Bank of

Weirton had assets totaling approximately $177,877,000, and the

transaction was accounted for as a pooling-of-interests. In

connection with this transaction, the Corporation issued

1,690,000 shares of common stock. The consolidated balance

sheets as of September 30, 1996 and December 31, 1995, and

consolidated statements of income for the nine months ended

September 30, 1996 and 1995, include the accounts of the Bank of

Weirton for all periods presented.

The following supplemental information reflects the separate

results of the combined entities for the periods prior to the

acquisition: (in thousands, except per share amounts)

For the six months ended
June 30, 1996
-----------------------------------------
As
Previously Bank of
Presented Weirton Consolidated
----------- ---------- ------------
Net interest income $ 28,934 $ 2,682 $ 31,616
Net income 9,888 1,032 10,920
Earnings per common share 1.17 79.38 1.08

On August 20, 1996, the Corporation acquired the assets and

assumed certain liabilities of Universal Mortgage Company, and

formed a new mortgage

102

banking affiliate operating under the name

of WesBanco Mortgage Company. Universal Mortgage Company had

assets totaling approximately $1,185,000 and the transaction was

accounted for as a purchase. In connection with this

transaction, WesBanco issued 32,463 shares of common stock from

Treasury valued at approximately $856,000.

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 September 30, 1996 were

$1,600,769 as compared to $1,549,019 as of December 31, 1995, an

increase of 3.3%. The increase in assets consisted of an 8.0%

increase in loans. Total deposits increased 1.3% while

securities declined 4.4% during the comparative period.

Securities:
- -----------
The following table shows the composition of WesBanco's

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

September 30, December 31,
1996 1995
------------- -------------
Securities Available for Sale (at market):
- ------------------------------------------
U.S. Treasury and Federal Agency
securities $165,550 $157,505
Obligations of states and political
subdivisions 14,145 5,667
Mortgage-backed securities 66,979 6,610
Other debt and equity securities 3,154 2,355
-------- --------
Total available for sale 249,828 172,137
-------- --------
Securities Held to Maturity (at cost):
- --------------------------------------
U.S. Treasury and Federal Agency
securities 109,969 219,719
Obligations of states and political
subdivisions 137,602 129,074
Other debt securities 1,699 1,358
-------- --------
Total held to maturity (market value
of $249,686 and $353,760, respectively) 249,270 350,151
-------- --------
Total securities $499,098 $522,288
======== ========

104

Representing a source of funds for increasing loan demand,

securities decreased by $23,190 between September 30, 1996 and

December 31, 1995. During the period, maturities, calls,

prepayments and sales aggregated $177,834, while investment

purchases totaled $160,154. To comply with WesBanco's investment

policies, approximately $54,948,000 in U.S. Treasury securities,

from the Bank of Weirton merger, were reclassified from the held

to maturity to the available for sale portfolio. During the

third quarter 1996, WesBanco sold approximately $43,441,000 of

U.S. Treasury securities to take advantage of the yield

opportunities in the mortgage-backed securities market. The U.S.

Treasury securities sold resulted in net losses of approximately

$167,000 in the third quarter which the Corporation anticipates

will be recovered by the additional interest income generated

from the higher-yielding securities.

The market value adjustments, before tax effect, in the

available for sale securities portfolio resulted in unrealized

net losses of $1,750 and unrealized net gains of $1,392 as of

September 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.

104

Loans:
- ------
The following table shows the composition of WesBanco's loan
portfolio at September 30, 1996 and December 31, 1995:

September 30, 1996 December 31, 1995
------------------ ------------------
Amount Percent Amount Percent
------- ------- ------ -------
Loans:
Commercial $162,686 16.8% $176,809 19.5%
Real Estate-Construction 20,853 2.1% 16,544 1.8%
Real Estate-Mortgage 481,963 49.7% 424,917 47.0%
Consumer 304,766 31.4% 284,108 31.7%
-------- ------ -------- ------
Total Loans $970,268 100.0% $902,378 100.0%

Less:
Unearned income (4,485) (8,459)
Allowance for possible loan
losses (14,597) (13,439)
--------- ---------
Net loans $951,186 $880,480
========= =========

Net loans increased $70,706 or 8.0% between September 30,

1996 and December 31, 1995. Overall loan growth was primarily

attributable to consumer lending. During the first nine months

of 1996 and throughout 1995, WesBanco experienced steady growth

in this area as a result of offering attractive rates on

residential and automobile loans.

WesBanco monitors the overall quality of its loan portfolio

through various methods. Underwriting policies and guidelines

have been established 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:

September 30, December 31,
1996 1995
------------- ------------
Nonaccrual $4,395 $5,199
Renegotiated and other 5,290 2,092
--------- ---------
Total impaired loans $9,685 $7,291
========= =========

105

The average balance of impaired loans during the periods

ended September 30, 1996 and December 31, 1995, were

approximately $11,380 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 $1,992 and $334 as of September 30, 1996 and December 31,

1995, respectively.

Other real estate totaled $3,605 as of September 30, 1996,

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

days or more was $3,831 or .4% of total loans as of September 30,

1996, as compared to $3,034 or .3% 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.

Allowance for Possible Loan Losses
- ----------------------------------
Activity in the allowance for possible loan losses is

summarized as follows:

For the nine months
ended September 30,
--------------------
1996 1995
--------- --------

Balance, at beginning of period $13,440 $12,960
Recoveries credited to allowance 372 513
Provision for possible loan losses 2,848 1,687
Losses charged to allowance (2,063) (1,733)
--------- ---------
Balance, at end of period $14,597 $13,427
========= =========

The provision for possible loan losses increased $1,161 due

to an increase in net charge-offs and loan growth during 1996.

Net charge-offs

106

increased to $1,691 as of September 30, 1996 from $1,220 as of

September 30, 1995. The allowance for possible loan losses as a

percentage of total loans was 1.5% as of September 30, 1996 and

December 31, 1995. Amounts allocated to the allowance for loan losses

are based upon management's evaluation of the loan portfolio.

Deposits:
- ---------
Total deposits increased $16,668 between September 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 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 $23,799 or

3.8%, to certificates of deposit, which increased $39,421 or

7.9%. The shift in deposit balances reflects the customer's

preference for higher-yielding products, primarily in the Good

Neighbor Banking program 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.

107

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

September 30, 1996, all of WesBanco's affiliate banks exceeded

the minimum regulatory levels. Capital adequacy ratios are

summarized as follows:

September 30, December 31,
1996 1995
------------- ------------
Capital Ratios:
Primary capital 14.2% 14.1%
Tier 1 capital 20.4% 21.7%
Total risk-based capital 21.7% 22.9%
Leverage 13.4% 13.4%

Comparison of the nine months ended September 30, 1996 and 1995
---------------------------------------------------------------
Earnings Summary
----------------
Net income for the nine months ended September 30, 1996 was

$16,073, a 4.0% increase over the same period in 1995. Earnings

per share of common stock for the nine months ended September 30,

1996 and 1995 were $1.58 and $1.51 respectively. Net income

increased primarily due to an increase in net

108

interest income and an increase in trust fees for the nine months ended

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

Return on average assets was 1.36% for the nine months ended

September 30, 1996 and 1995. Return on average equity was 10.25%

compared to 10.38% for the nine months ended September 30, 1996

and 1995, respectively.

Net Interest Income
- -------------------
Net interest income before the provision for possible loan

losses, for the nine months ended September 30, 1996 increased

$2,065 or 4.5% 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

$42,411 and interest bearing liabilities of $42,659. The growth

in average earning assets was comprised primarily of an increase

in loans. As interest rates generally declined during 1995,

offering lower rates on mortgage and consumer loan products

contributed to a 10.1% increase in average loans. During the

nine months ended September 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 4.6% for the nine months ended September 30, 1996

and 1995. 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 $3,469 or 4.3% between the

nine month periods ended September 30, 1996 and 1995. Interest

and fees on loans increased $5,430 or 9.9% primarily due to both

an increase in the average

109

rates earned and the average balance

of loans outstanding. Average rates earned on loans decreased

approximately .07% while average loan balances increased by

approximately $83,057 or 10.1%. Interest on taxable investments

decreased $764 or 4.2%. The decline was due to a decrease in the

average outstanding balance of approximately $40,206, partially

offset by an increase in the average yield of .33% between the

nine month periods ending September 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 decreased by $531 or

9.3%. Increases in the average balance of this type of

investment approximated $9,110 while the average yield declined

.84%.

Interest Expense
- ----------------
Total interest expense increased $1,404 or 4.1% between the

nine month periods ended September 30, 1996 and 1995. Interest

expense on deposits increased $948 or 2.9% during the comparative

period as the average rate on interest-bearing deposits remained

stable at 3.9% and average interest-bearing deposit balances

increased by approximately $19,124 or 5.9%. The increase in

average interest-bearing deposit balances resulted from growth in

certificates of deposit of $41,299 or 8.8%. 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 $2,662 or 14.5% reflecting the growth in

average balances. Interest expense on interest bearing demand

deposits decreased $756 or 12.7% primarily due to a decrease in

the average rate of approximately .43%. Interest on savings

accounts decreased $958 or 12.3% primarily due to a decrease in

the average balances of $27,843 combined with a .14% average rate

decrease. Interest on other borrowings, which consists

110

primarily of repurchase agreements, increased $456 or 20.2% due to an

increase in average balances outstanding of $23,536. Rates paid

on repurchase agreements closely follow the direction of interest

rates in the federal funds market.

Other Income
- ------------
Other income decreased $9 or .1%. Trust fee income

increased $544 primarily due to increases in the market values

and new trust business during the first nine months of 1996. The

market value of trust assets approximated $1,499,930 as of

September 30, 1996, an increase of $238,476 over September 30,

1995. Service charges and other income decreased $65 between the

nine month periods ended September 30, 1996 and 1995. WesBanco

recognized net securities transaction losses of $51 for the nine

months ended September 30, 1996 compared to net security

transaction gains of $437 for the same period in 1995. During

the third quarter 1996, certain U.S. Treasury securities were

sold at a loss in order to take advantage of higher yielding

investment opportunities. In 1995, the Corporation recognized

security gains of approximately $279, resulting from a decision

to divest an equity position which no longer had a strategic

value.

Other Expenses
- --------------
Total other expenses decreased $136 or .4%. Salaries and

employee benefits increased 1.4% during this period primarily due

to normal salary adjustments partially offset by a reduction in

pension expense. Premises and equipment expense increased $478

or 12.3% due to technological advancements, including a wide area

network, designed to enhance customer service. Other operating

expenses decreased $578 or 5.6% primarily due to a reduction in

FDIC insurance expense of $1,340. However, the decrease was

partially offset by expenses totaling $255 in an asset classified

as real estate held for resale

111

coupled with increases in professional fees associated with acquisition

activity.

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 nine months
ended September 30,
----------------------------
1996 1995
------------- ------------
Federal statutory tax rate $7,814 35% $7,549 35%
Tax-exempt interest income from
securities of states and political
subdivisions (1,915) (8) (1,951) (9)
State income tax - net of federal
tax effect 668 3 628 3
Alternative minimum tax credit
carryforward recognized (364) (2) (98) (1)
All other - net 52 0 (21) 0
------------ ------------
Effective tax rate $6,255 28% $6,107 28%
------------ ------------
As of September 30, 1996, the Corporation has credits for

prior years minimum taxes of approximately $364,000 available in

future years to reduce regular taxes payable.

Comparison of the three months ended September 30, 1996 and 1996
- ----------------------------------------------------------------
Total interest income increased $1,332 or 4.9% between the

three month periods ending September 30, 1996 and 1995. Interest

and fees on loans increased $1,845 due to an increase in the

average volume of loans outstanding, partially offset by a

decrease in the average rate. Interest on taxable investments

increased $193 due to a decrease in average balances partially

offset by an increase in average rates. Interest on non-taxable

investments decreased $493 primarily due to a decrease in average

rates. Other interest income, primarily interest on federal

funds sold, decreased $213 due to a decrease in the average

balance outstanding and a decrease in average rates.

112

Total interest expense increased $357 between the three

month periods ending September 30, 1996 and 1995. Interest on

deposits increased $197 due to an increase in the average

interest bearing deposit balances outstanding of approximately

$18,342, partially offset by a decrease in the average rates paid

on deposits. Interest on other borrowings increased $160 for the

three months ended September 30, 1996 and 1995, primarily due to

an increase in the average volume of repurchase agreements of

approximately $35,239.

Total other income decreased by $38 primarily due to a

decrease in net security gain transactions of $204. During the

third quarter 1996, certain U.S. Treasury securities were sold at

a loss in order to take advantage of higher yielding investment

opportunities. Trust fees increased by $177 during the

comparative period.

Total other expense increased by $604. Salaries and

employee benefits increased $390 due to normal salary

adjustments. Premises and equipment expense increased $170 due

to continued technological costs. Other operating expenses

increased by $44 primarily due to increases in marketing and

professional fees combined with a reduction in FDIC insurance

expense.

113

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

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

Cash and due from banks $ 1,533,723 $ 1,590,965

Interest bearing deposits with other
banks 817,741 1,393,834

Securities available for sale 7,491,512 9,687,553

Securities held to maturity -
estimated market value
1996, $646,640 and 1995, $573,371 850,000 850,000

Loans, net of allowance for loan
losses 1996, $759,216 and
1995, $475,688 44,705,002 42,786,190

Bank premises and equipment - net 1,180,627 1,281,020

Accrued interest receivable and
other assets 834,993 640,789
------------ ------------
TOTAL ASSETS $ 57,413,598 $ 58,230,351
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Deposits
Demand, non-interest bearing $ 6,424,267 $ 6,720,403
NOW and money market 45,750,041 45,524,209
------------ ------------
Total deposits 52,174,308 52,244,612

Securities sold under agreements to
repurchase 550,000 550,000
Other borrowings 0 1,000,000
Other liabilities 314,207 160,182
------------ -----------
TOTAL LIABILITIES 53,038,515 53,954,794
------------ -----------
STOCKHOLDERS' EQUITY
Common stock - $ 1.00 par value;
authorized 1,000,000 shares
issued and outstanding 1996,
282,994, and 1995, 282,994 282,994 282,994
Surplus 4,142,683 4,142,683
Retained earnings (deficit) 116,031 (97,097)
Net unrealized gain (loss)
on securities (166,625) (53,023)
------------ ----------

TOTAL STOCKHOLDERS' EQUITY 4,375,083 4,275,557
------------ ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 57,413,598 $ 58,230,351
============ ============

See Notes to Consolidated Finanacial Statements.

113

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

Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------- --------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------

Interest income
Interest and fees on loans $ 1,111,737 $ 1,065,980 $ 3,270,457 $ 2,988,670
Interest on investment
securities
Taxable 130,298 188,105 399,178 573,662
Exempt from federal
income tax 0 0 0 0
Interest on federal
funds sold 3,344 23,762 33,653 66,756
----------- ---------- ----------- ----------
Total interest income 1,245,379 1,277,847 3,703,288 3,629,088

Interest expense
Interest on deposits 580,316 616,592 1,735,928 1,726,683
Interest on securities sold
under agreement to repurchase 20,721 8,044 36,868 20,219
Interest on other borrowings 8,066 12,150 16,260 36,485
--------- --------- --------- ---------

Total interest expense 609,103 636,786 1,789,056 1,783,387
--------- --------- --------- ---------

Net interest income 636,276 641,061 1,914,232 1,845,701

Provision for loan losses 0 30,000 345,000 93,000
--------- --------- --------- ---------
Net interest income after
provision for loan losses 636,276 611,061 1,569,232 1,752,701

Other Operating income
Service charges and other
income 100,614 74,458 290,997 220,491
Realized security gains (losses) 0 (2,315) (3,018) (10,670)
--------- --------- --------- --------
Total operating income 100,614 72,143 287,979 209,821

Other Operating expenses
Salaries and employee
benefits 260,719 245,909 789,074 802,712
Net Occupancy expense 31,377 36,769 99,565 102,818
Equipment rentals, depreci-
ation, and maintenance 57,894 75,784 173,251 208,931
Other expenses 192,327 143,515 511,193 462,366
---------- ---------- ---------- ----------
Total operating expenses 542,317 501,977 1,573,083 1,576,827
---------- ---------- ---------- ----------

Income before income taxes 194,573 181,227 284,128 385,695
Income tax expense (benefit) 81,000 61,996 71,000 116,968
---------- ---------- ---------- ---------
NET INCOME $ 113,573 $ 119,231 $ 213,128 $ 268,727
========== ========== ========== =========
Earnings per common share $ 0.40 $ 0.42 $ 0.75 $ 0.95
========== ========== ========== =========

See Notes to Consolidated Financial Statements.
114

[CAPTION]

VANDALIA NATIONAL CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
Nine months ended September 30, 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) $ (53,023) $4,275,557
Change in unrealized
gain/(loss) on securities (113,602) (113,602)
Net income 213,128 213,128
--------- ---------- --------- ---------- ----------
Balance at September 30, 1996 $ 282,994 $4,142,683 $116,031 $(166,625) $4,375,083
========= ========== ========= ========== ==========

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 398,160 398,160
Net income 268,727 268,727
--------- ---------- ---------- ---------- ----------
Balance at September 30, 1995 $ 282,994 $4,142,683 $(172,447) $(208,376) $4,044,854
========= ========== ========== ========== ==========

See Notes to Consolidated Financial Statements.

115

VANDALIA NATIONAL CORPORATION
STATEMENT OF CASH FLOWS (UNAUDITED)
Nine Months Ended
- -----------------------------------------------------------------------
September 30,
-----------------------
1996 1995
------- --------
Cash flows from operating activities:
Net income $213,128 $268,727
Adjustments to reconcile net income
to net cash provided by operating
activities
Depreciation 116,837 146,480
Provision for loan losses 345,000 93,000
Net amortization and accretion 13,131 987
Loss on sale of investment
securities 3,018 10,670
Deferred income taxes (benefit) (165,720) 18,037
Amortization of organization costs - 8,591
Decrease in accrued interest
receivable and other assets 46,326 36,990
Increase in accrued expenses and
other liabilities 154,024 35,825
--------- --------
Total adjustments 512,615 350,580
--------- --------
Net cash provided by
operating activities 725,744 619,307
--------- --------

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 3,035,130 2,146,095
Net increase in loans (2,263,812) (4,956,372)
Purchases of premises and equipment (16,443) (29,883)
(Purchase of) proceeds from interest
bearing deposits with other banks 576,093 (1,643,620)
---------- ----------

Net cash used by investing activities 287,318 (6,525,496)
---------- ----------
Cash flows from financing activities:
Net increase in certificates of deposit 2,929,204 6,788,517
Net decrease in deposits other tha time (2,999,508) (622,848)
Principal payments on other borrowings (1,000,000) (73,000)

Net cash provided (used) by
financing activities (1,070,304) 6,092,669
----------- ----------
Net increase (decrease) in cash
and cash equivalents (57,242) 186,480

Cash and cash equivalents at beginning of
period 1,590,965 1,201,865
----------- -----------
Cash and cash equivalents at end of period $ 1,533,723 $ 1,388,345
=========== ============

Supplemental disclosures of cash flow information:
Cash paid during the nine months ended September 30 for:

Interest $ 1,791,082 $ 1,764,022
Income taxes 66,000 45,000

The accompanying notes are an integral part of these statements.

116

Vandalia National Corporation
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
September 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 September 30, 1996 and the related statements of
income, changes in stockholders' equity and cash flows for the nine months
ended September 30, 1996 and 1995. The results of the nine months ended
September 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 (159,000) (63,000)
Loans recovered 98,000 12,898
Provision for loan losses 345,000 93,000
--------- --------
Balance at September 30 $759,688 $492,457
========= ========

117

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

/s/ Arnett & Foster

Charleston, West Virginia
January 19, 1996

118

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

120

[CAPTION]

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)

121

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

122

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) --- (336)
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 4,142,683 (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

123

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)

124

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

125

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.

126

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.

127

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.

128

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:

[CAPTION]

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
========== ========= ========== =========

129

[CAPTION]

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 --- 332,817 1,340,251
---------- ---------- --------- ----------
Total $2,761,989 $ --- $ 368,530 $2,393,459
========== ========== ========= ==========
Carrying
Value
Estimated
Amortized Unrealized Fair
Cost Gains Losses Value
----------- --------- -------- ----------
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
========== ========== ========== ==========

130

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.

131

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).

132

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
======== ========= =========

133

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.

134

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
========== =====

135

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.

136

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:

[CAPTION]

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.

137

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:

138

- 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.

139

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)

140

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.

141

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.

142

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:

143

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

144

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
======== ======== ========

145

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
==========

146

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,

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

147

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 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

148

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
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.

149

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.

(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

150

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.

151

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
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.

152

(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,
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

153

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.

154

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)

155

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)

156

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)

13.6 Wesbanco Quarterly Report on Form 10-Q for the
Quarterly Period Ended September 30, 1996 (incorporated
by reference)

13.7 Wesbanco Current Report on Form 8-K/A dated
November 4, 1996 (incorporated by reference)

21 Subsidiaries of Wesbanco

23.1 Consent of Price Waterhouse LLP

157

23.2 Consent of Price Waterhouse LLP with repect to a
prior Registration Statement filed by the registrant
on Form S-3 on June 20, 1996

23.3 Consent of Phillips, Gardill, Kaiser & Altmeyer

23.4 Consent of Spilman, Thomas & Battle

23.5 Consent of Grant Thornton LLP

23.6 Consent of Ferris, Baker Watts, Incorporated

23.7 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

158

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 personswho 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

159

at that time shall be deemed to be
the initial bona fide offering thereof.

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.

160

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 November 6, 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 November 6, 1996
- --------------------
James C. Gardill

/s/ Edward M. George President, Chief Executive November 6, 1996
- --------------------
Edward M. George Officer & Director
(Principal Executive Officer)

/s/ Paul M. Limbert Executive Vice President November 6, 1996
- --------------------
Paul M. Limbert & Chief Financial Officer
(Principal Financial and
Accounting Officer)

161

SIGNATURE TITLE DATE
- -------------------- ------------------ ------------------

/s/ John W. Kepner Director November 6, 1996
- -------------------
John W. Kepner

/s/ Frank R. Kerekes Director November 6, 1996
- --------------------
Frank R. Kerekes

/s/ Robert H. Martin Director November 6, 1996
- --------------------
Robert H. Martin

___________________ Director November ___, 1996
Melvin C. Snyder, Jr.

/s/ Joan C. Stamp Director November 6, 1996
- --------------------
Joan C. Stamp

/s/ John A. Welty Director November 6, 1996
- -----------------
John A. Welty

/s/ James E. Altmeyer Director November 6, 1996
- ---------------------
James E. Altmeyer

- ---------------------- Director November ___, 1996
Charles J. Bradfield

- ---------------------- Director November ___, 1996
Christopher V. Criss

/s/ Stephen F. Decker Director November 6, 1996
- ---------------------
Stephen F. Decker

/s/ Roland L. Hobbs Director November 6, 1996
- ---------------------
Roland L. Hobbs

_____________________ Director November ___, 1996
Eric Nelson

_____________________ Director November ___, 1996
James L. Wareham

_____________________ Director November ___, 1996
Frank K. Abruzzino

162

SIGNATURE TITLE DATE
- -------------------- ------------------ ------------------

_____________________ Director November ___, 1996
Earl C. Atkins

/s/ Ray A. Byrd Director November 6, 1996
- --------------------
Ray A. Byrd

____________________ Director November ___, 1996
James D. Entress

/s/ Carter W. Strauss Director November 6, 1996
- ----------------------
Carter W. Strauss

/s/ Thomas L. Thomas Director November 6, 1996
- ------------------------
Thomas L. Thomas

/s/ William E. Witschey Director November 6, 1996
- -----------------------
William E. Witschey

______________________ Director November ___, 1996
Ernest S. Fragale

/s/ George M. Molnar Director November 6, 1996
- ---------------------
George M. Molnar

- ---------------------- Director November ___, 1996
R. Peterson Chalfant

163

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 *

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 167

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) *

164

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) *

165

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 *

11.1 Computation of Per Share Earnings of
Wesbanco (Included in Pro Forma Data) 57

11.2 Computation of Per Share Earnings of Vandalia
(Included in Pro Forma Data) 57

12.1 Computation of Earnings to Combined Fixed
Charges of Wesbanco, Vandalia and Pro Forma 172

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) *

13.6 Wesbanco Quarterly Report on Form 10-Q for the
Quarterly Period Ended September 30, 1996 (incorporated
by reference) *

13.7 Wesbanco Current Report on Form 8-K/A dated
November 4, 1996 (incorporated by reference) *

21 Subsidiaries of Wesbanco *

23.1 Consent of Price Waterhouse LLP 173

166

EXHIBIT INDEX
-------------
(Continued)

NUMBER TITLE PAGE NO.
- ------ ----- --------

23.2 Consent of Price Waterhouse LLP with repect to a
prior Registration Statement filed by the registrant
on Form S-3 on June 20, 1996 174

23.3 Consent of Phillips, Gardill, Kaiser & Altmeyer 175

23.4 Consent of Spilman, Thomas & Battle 176

23.5 Consent of Grant Thornton LLP 177

23.6 Consent of Ferris, Baker Watts, Incorporated 178

23.7 Consent of Arnett & Foster 179

24 Power of Attorney (Incorporated in the
Registration Statement) *

99.1 Vandalia Form of Proxy 180

* 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.

168

Exhibit 8

(304) 340-3853

November 4, 1996

Vandalia National Corporation
344 High Street
Morgantown, WV 26505

Re: Agreement and Plan of Merger by and
among Wesbanco, Inc., Vandalia National
Corporation, VNC Corporation and Wesbanco Bank
Fairmont, Inc.

Gentlemen:

We have acted as counsel to Vandalia National Corporation,
a Delaware corporation and bank holding company ("Vandalia"), in
connection with its proposed acquisition by Wesbanco, Inc., a West
Virginia corporation and bank holding company ("Wesbanco"). Wesbanco
will accomplish the acquisition by merging VNC Corporation, a West
Virginia corporation and wholly owned subsidiary of Wesbanco formed
solely for the purpose of effecting this acquisition, with and into
Vandalia ("VNC"). Vandalia will be the surviving corporation after
the merger. Contemporaneous with the merger of Vandalia and VNC, The
National Bank of West Virginia, a national banking association and
wholly owned subsidiary of Vandalia ("NBWV"), will merge with and
into Wesbanco Bank Fairmont, Inc., a West Virginia banking
corporation and wholly owned subsidiary of Wesbanco, Inc.
("Fairmont"). Fairmont will be the surviving corporation after that
merger. All of these transactions are to be accomplished pursuant to
the terms and conditions of that certain Agreement and Plan of Merger
dated as of July 18, 1996 by and among Wesbanco, Vandalia, VNC and
Fairmont (the "Agreement").

This opinion is being rendered pursuant to Section 12.1(k)
of the Agreement. Unless otherwise stated in this opinion, all
capitalized terms have the meanings ascribed to them in the
Agreement.

In connection with this opinion, we have examined the
Agreement, the registration statement of Wesbanco on Form S-4 which
contains the proxy statement and other materials to be sent to
Vandalia's shareholders in connection with their vote on the proposed
acquisition of Vandalia, and such other documents as we have deemed
necessary or appropriate in order to enable us to render the opinion
below.

In rendering the opinions set forth below, we have relied
upon the following

168

assumptions regarding the proposed transactions:

1. The mergers of VNC and Vandalia and of NBWV and Fairmont
(collectively, the "Mergers") will be consummated in compliance with
the material terms of the Agreement. None of the material terms and
conditions therein will be waived or modified and none of the parties
to the Agreement or the Mergers has any plan or intention to waive or
modify any such material condition.

2. The ratio for the exchange of shares of Wesbanco Common
Stock for Vandalia Common Stock was negotiated through arm's length
bargaining. Accordingly, the fair market value of the Wesbanco
Common Stock to be received by Vandalia's shareholders in the
transaction will be approximately equal to the fair market value of
the Vandalia Common Stock surrendered by such shareholders in
exchange therefor.

3. Each Vandalia shareholder will receive either all cash or,
other than cash for a fractional share, all Wesbanco Common Stock in
exchange for such shareholder's Vandalia Common Stock.

4. The holders of at least 80% of the Vandalia Common Stock
will receive Wesbanco Common Stock; and for the purposes of this
assumption, the shares of Vandalia Common Stock exchanged for cash
from Wesbanco will be treated as outstanding Vandalia Common Stock on
the date of consummation of the merger of Vandalia and VNC.

5. There is no plan or intention by any shareholder of
Vandalia to sell, exchange, or otherwise dispose of a number of the
shares of Wesbanco Common Stock to be received by them in the
transaction that would reduce the Vandalia shareholder's ownership of
Wesbanco Common Stock to a number of shares having a value of less
than 50% of the value of all of the formerly outstanding Vandalia
Common Stock. There have been no transfers of Vandalia Common Stock
by any holders thereof prior to the date of consummation of the
transactions which were made in contemplation thereof. For the
purposes of this assumption, shares of Vandalia Common Stock
exchanged for cash, surrendered by dissenters, or exchanged for cash
in lieu of fractional shares of Wesbanco Common Stock will be treated
as outstanding Vandalia Common Stock on the date of the consummation
of the applicable Merger.

6. The payment of cash in lieu of fractional shares of
Wesbanco Common Stock was not separately bargained for consideration
and is being made for the purpose of saving Wesbanco the expense and
inconvenience of issuing fractional shares.

7. There is no intercorporate indebtedness existing between
Wesbanco, VNC or Fairmont and Vandalia or NBWV that was issued,
acquired, or will be settled at a discount.

8. Wesbanco does not own, nor has it owned during the past
five years, any shares of the stock of Vandalia. Prior to the
Mergers, Wesbanco will be the owner of all of the outstanding stock
of VNC and Fairmont. No stock of VNC or Fairmont will be issued in
the transactions.

9. On the date of the applicable Merger, the fair market value
of the assets of Vandalia or NBWV, as the context requires, will
exceed the sum of its respective liabilities (including any
liabilities to which its assets are subject).

10. As a result of the Mergers, Vandalia and Fairmont will hold
at least ninety percent (90%) of the fair market value of the net
assets and at least seventy percent (70%) of the fair market

169

value of
the gross assets of Vandalia and VNC or Fairmont and NBWV, as the
context requires, held immediately prior to the applicable Merger.
For this purpose, amounts used to pay dissenters or to pay
reorganization expenses, and all redemptions and distributions
(except for regular, normal dividends) made by Vandalia and Fairmont
immediately prior to the Merger will be considered as assets held by
Vandalia or Fairmont, as the context requires, immediately prior to
the applicable Merger. Neither Vandalia nor Fairmont has redeemed
any of their respective common stock, made any distribution with
respect to any of their respective common stock, or disposed of any
of its assets in anticipation, or as a part of a plan for the
consummation, of the applicable Merger.

11. The assumption by Vandalia and Fairmont of the respective
liabilities of VNC or NBWV, as the context requires, pursuant to the
applicable Merger has a bona fide business purpose; and the principal
purpose of such assumption is not the avoidance of federal income tax
on the transfer of assets pursuant to the Mergers.

12. The liabilities of VNC or NBWV assumed respectively by
Vandalia or Fairmont and the liabilities to which the transferred
assets of VNC or NBWV are subject were incurred by each in the
ordinary course of its business. No liabilities of any person other
than VNC or NBWV will be assumed by Vandalia, Fairmont or Wesbanco in
the Mergers; and none of the shares of Vandalia Common Stock to be
surrendered in exchange for Wesbanco Common Stock in the merger of
Vandalia and VNC will be subject to any liabilities.

13. Immediately after the Merger, Wesbanco intends to cause
Vandalia and Fairmont to continue the respective historic businesses
of Vandalia and NBWV or use a significant portion of their historic
business assets in a business.

14. Wesbanco has no plan or intention to cause Vandalia or
Fairmont after the Mergers to issue additional shares of its
respective stock that would result in Wesbanco losing control of
Vandalia or Fairmont within the meaning of IRC Section 368(c).

15. Wesbanco has no plan or intention to reacquire any of its
stock issued in connection with the merger of VNC and Vandalia.

16. Wesbanco has no plan or intention after the Merger to
liquidate Vandalia or Fairmont, to merge Vandalia or Fairmont into
another corporation; to make any extraordinary distribution in
respect of its stock in Vandalia or Fairmont; to sell or otherwise
dispose of the stock of Vandalia or Fairmont or to cause Vandalia or
Fairmont to sell or otherwise dispose of any of their assets acquired
in the applicable Merger, except for dispositions made in the
ordinary course of business or transfers described in IRC Section
368(a)(2)(C).

17. All parties to the transactions contemplated under the
Agreement will pay their respective expenses, if any, incurred in
connection with the contemplated transactions. None of the parties
to the contemplated transactions will pay any of the expenses of the
shareholders of Vandalia incurred in connection with the merger of
VNC and Vandalia.

18. None of the parties to the contemplated transactions is an
investment company as defined in IRC Section 368(a)(2)(F)(iii) and
(iv).

19. None of the parties to the contemplated transactions is
under the jurisdiction of a court in Title 11 or similar case within
the meaning of IRC Section 368(a)(3)(A).

170

In rendering our opinion, we have considered the applicable
provisions of the IRC, Treasury Regulations, pertinent judicial
authorities, interpretive rulings of the Internal Revenue Service and
such other authorities as we have considered relevant. Based upon
the foregoing, we render the following opinions:

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

2. No gain or loss will be recognized by Wesbanco, Vandalia,
VNC, NBWV or Fairmont as a result of the transactions contemplated in
the Agreement.

3. 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.

4. 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;

5. 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 therefor.

6. 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 IRC Section 302. 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.

7. The receipt by a Vandalia shareholder of cash in lieu of a
fractional share of Wesbanco Common Stock will be treated as if 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 fractional share as provided in IRC
Section 302(a). If the distribution is eligible for treatment as a
distribution in redemption of a Vandalia shareholder's fractional
share, that shareholder will recognize gain to the extent of the
consideration received less that shareholder's allocable adjusted
basis in that share.

Except as set forth in this opinion, we express no opinion
as to the tax consequences to any party, whether Federal, state,
local or foreign, of the Mergers or of any transactions related to
the Mergers or contemplated by the Agreement. This opinion is being
furnished only to you in connection with the transactions
contemplated under the Agreement and is solely for your benefit in
connection therewith. This opinion may not be used or relied upon
for any other purpose and may not be circulated, quoted, or otherwise
referred to for any other purpose without our express written
consent.

171

We hereby consent to the inclusion of this opinion, and the
references thereto, in the Registration Statement on Form S-4 of
Wesbanco being filed in connection with its acquisition of Vandalia.

Very truly yours,

SPILMAN, THOMAS & BATTLE

By: /s/ David B. Shapiro
David B. Shapiro
Partner

172

EXHIBIT 12.1

Computation of Ratio of
Earnings to Fixed Charges
(Dollar amounts in thousands)
(Unaudited)

WESBANCO
- --------
For the nine months ended For the year ended
September 30, December 31,
------------------------ -----------------
1996 1995
------------------------ ----------------
Net Income $16,073 $20,304

Provision for income taxes 6,255 7,656

Earnings before provision for --------- ----------
income taxes 22,332 27,960
--------- ----------

Ratio of pretax income to net
income (x's) 1.39 1.38
========= ==========

VANDALIA
- --------
For the nine months ended For the year ended
September 30, December 31,
------------------------ ----------------
1996 1995
------------------------ -----------------

Net Income $213 $344

Provision for income taxes 71 155
--------- ---------
Earnings before provision for
income taxes 284 499
--------- ---------
Ratio of pretax income to net
income (x's) 1.33 1.45
========= =========

PRO FORMA COMBINED
- ------------------
For the nine months ended For the year ended
September 30, December 31,
------------------------ -----------------
1996 1995
------------------------ -----------------
Net Income $15,956 $20,160

Provision for income taxes 6,290 7,762
--------- ---------
Earnings before provision for
income taxes 22,246 28,459
--------- ---------
Preferred stock dividend
requirements 0 164

Ratio of pretax income to net
income (x's) 1.39 1.39
--------- ---------

Preferred dividend factor $0 $227

Ratio of earnings to preferred
dividends (x's) 0.0 122.9
========= =========

173

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, the pooling of interests with Bank of Weirton, which is as
of August 30, 1996 which appears on page 27 of WesBanco, Inc.'s 1995
Annual Report to Shareholders for the year ended December 31, 1995,
which is included as Exhibit 23.1 in WesBanco, Inc.'s current report
on Form 8-K/A dated November 4, 1996. We also consent to the
reference to us under the heading "Experts" in such Prospectus.

/s/ Price Waterhouse LLP

Price Waterhouse LLP

Pittsburgh, Pennsylvania
November 4, 1996

174

Exhibit 23.2

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our
report dated January 25, 1996, except as to Note 19, the pooling of
interests with Bank of Weirton, which is as of August 30, 1996 which
appears on page 27 of WesBanco, Inc.'s 1995 Annual Report to
Shareholders for the year ended December 31, 1995, which is included
as Exhibit 23.1 in WesBanco, Inc.'s current report on Form 8-K/A
dated November 4, 1996. We also consent to the reference to us under
the heading "Experts" in such Prospectus.

/s/ Price Waterhouse LLP

Price Waterhouse LLP

Pittsburgh, Pennsylvania
November 4, 1996

175

Exhibit 23.3

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

November 6, 1996

176
Exhibit 23.4

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
November 6, 1996

By: /s/ David B. Shapiro
David B. Shapiro
Partner

177
Exhibit 23.5

CONSENT OF INDEPENDENT ACCOUNTANTS

We have issued our report dated October 17, 1996, accompanying
the financial statements of Bank of Weirton as of December 31, 1995
and 1994 and for each of the three years in the period ended December
31, 1995 incorporated by reference in the Amendment #1 to form S-4
(file # 333-11461) for WesBanco, Inc., dated November 6, 1996. We
consent to the incorporation by reference of the aforementioned
report in the Prospectus / Proxy Statement, and to the use of our
name as it appears under caption "Experts".

/s/ Grant Thornton LLP

Cincinnati, Ohio
November 4, 1996

178
Exhibit 23.6

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 Consents) and under the captions "Background of the
Merger", "Vandalia's Reasons for the Merger" and "Other Conditions".

Ferris, Baker Watts,
Incorporated

November 6, 1996 By: /s/ R. Mark Rust
Its Vice President

179

Exhibit 23.7

CONSENT OF INDEPENDENT ACCOUNTANTS

Securities and Exchange Commission
Washington, D.C.

We hereby consent to the inclusion in the Registration Statement of
Wesbanco, Inc., on Form S-4, Amendment No. 1 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.

ARNETT & FOSTER, P.L.L.C.

/s/ Arnett & Foster, P.L.L.C.

Charleston, West Virginia
November 5, 1996

180

EXHIBIT 99.1

VANDALIA NATIONAL CORPORATION
344 HIGH STREET
MORGANTOWN, WV 26505

Proxy for Special Meeting of Shareholders on December 17, 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 17,
1996, at 4:00 p.m., local time, or any adjournment or postponement
thereof as follows:

(1) Vote on Proposed Merger. 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______

(2) Election to Receive Cash. Under the Agreement and Plan of Merger,
you may elect to take cash for your Vandalia shares in lieu of exchanging
all or part of those shares for shares of Wesbanco Common Stock. Before
electing cash, see the section in the accompanying Proxy Statement
Prospectus entitled "The Merger-Certain Federal Income Tax Consequences
of the Merger" and consult your tax advisor regarding the effect of an
election to take cash.

If you wish to elect to take cash, you must execute this election form
and return it to Vandalia at or before the holding of the Special Meeting
on December 17, 1996. If you fail to complete this election, or fail to
return this form of Proxy, you will receive Wesbanco Common Stock in
exchange for your shares of Vandalia Common Stock in the event the Merger
is approved.

______ I elect to take cash.

_____for all shares of my Vandalia Common Stock, OR
_____for _____shares of my Vandalia Common Stock
(if not electing to take cash for all of your shares
of Vandalia Common Stock, enter the number of shares
for which you elect to receive cash).

______ I do not elect the cash option.

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 Merger proposal set
forth above, and no cash election will be made.

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.

Please complete, date, sign and mail this Proxy in the enclosed postage
prepaid envelope.