referred to as "Bank" and WILLIAM E. MILDREN, JR., hereinafter referred to as "Employee" and WESBANCO, INC., a West Virginia corporation, hereinafterEmployment Agreement • April 15th, 1998 • Wesbanco Inc • National commercial banks • West Virginia
Exhibit 4.2 ============================================================================= AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • August 13th, 2003 • Wesbanco Inc • National commercial banks • Delaware
GUARANTEE AGREEMENTGuarantee Agreement • August 13th, 2003 • Wesbanco Inc • National commercial banks • New York
EXHIBIT 2 --------- FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER ----------------------------------------------- THIS FIRST AMENDMENT AGREEMENT (hereinafter called "Agreement"), made and entered into as of the 5th day of November, 2001, by and...Agreement and Plan of Merger • November 9th, 2001 • Wesbanco Inc • National commercial banks
1 EXHIBIT 10.8 CHANGE IN CONTROL AGREEMENT CHANGE IN CONTROL Agreement TABLE OF CONTENTSChange in Control Agreement • April 24th, 2001 • Wesbanco Inc • National commercial banks
ContractUnderwriting Agreement • March 23rd, 2022 • Wesbanco Inc • National commercial banks • New York
Wesbanco, Inc., a West Virginia corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”, which term shall include any underwriter substituted pursuant to Section 11 hereof) pursuant to the terms set forth herein (this “Agreement”) $150,000,000.00 aggregate principal amount of the Company’s 3.75% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “Securities”). The Securities will be issued pursuant to an indenture, to be dated as of March 23, 2022 (the “Base Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture thereto relating to the Securities, to be dated as of March 23, 2022, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Keefe, Bruyette & Woods, Inc. (“KBW”) has agreed to act as representative of the several Underwriters (in such capa
EXHIBIT 1Merger Agreement • March 7th, 2001 • Wesbanco Inc • National commercial banks • West Virginia
WESBANCO, INC., Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of Senior SecuritiesIndenture • February 27th, 2023 • Wesbanco Inc • National commercial banks • New York
THIS INDENTURE, dated as of , between Wesbanco, Inc., a corporation duly organized and existing under the laws of West Virginia (herein called the “Company”), having its principal office as of the date hereof at 1 Bank Plaza, Wheeling, WV 26003, and Wilmington Trust, National Association, a national banking association, duly organized and existing under the laws of the United States, as Trustee (herein called the “Trustee”).
EXHIBIT 10.9 AMENDED AMENDMENT TO EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into as of this 30th day of November, 2001, by and between WHEELING NATIONAL BANK, a national banking association with its principal place of business located in...Employment Agreement • December 10th, 2001 • Wesbanco Inc • National commercial banks
AGREEMENTEmployment Agreement • June 7th, 2004 • Wesbanco Inc • National commercial banks • West Virginia
AGREEMENTEmployment Agreement • December 10th, 2001 • Wesbanco Inc • National commercial banks • West Virginia
DATED AS OFMerger Agreement • August 30th, 2004 • Wesbanco Inc • National commercial banks • West Virginia
EXHIBIT 2.1 ----------- AGREEMENT AND PLAN OF MERGER ---------------------------- THIS AGREEMENT AND PLAN OF MERGER (hereinafter called "Agreement"), made and entered into as of the 30th day of September, 1997, by and between WESBANCO, INC., a West...Merger Agreement • November 14th, 1997 • Wesbanco Inc • National commercial banks • West Virginia
GUARANTEE AGREEMENT by and between WESBANCO, INC. and WILMINGTON TRUST COMPANY Dated as of March 17, 2005 GUARANTEE AGREEMENTGuarantee Agreement • March 18th, 2005 • Wesbanco Inc • National commercial banks • New York
This GUARANTEE AGREEMENT (this "Guarantee"), dated as of March 17, 2005, is executed and delivered by Wesbanco, Inc., a West Virginia corporation (the "Guarantor"), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Wesbanco Capital Trust VI, a Delaware statutory trust (the "Issuer").
WESBANCO, INC., Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION, Trustee INDENTURE Dated as of March 23, 2022 Subordinated SecuritiesIndenture • March 23rd, 2022 • Wesbanco Inc • National commercial banks • New York
THIS INDENTURE, dated as of March 23, 2022, between Wesbanco, Inc., a corporation duly organized and existing under the laws of West Virginia (herein called the “Company”), having its principal office as of the date hereof at 1 Bank Plaza, Wheeling, WV 26003, and Wilmington Trust, National Association, a national banking association, duly organized and existing under the laws of the United States, as Trustee (herein called the “Trustee”).
EXHIBIT 10.10 ------------- SECOND AMENDED CONSULTING AGREEMENT ----------------------------------- THIS AGREEMENT, made this 26th day of February, 2002, by and between WESBANCO, INC., a West Virginia corporation, party of the first part (hereinafter...Consulting Agreement • March 29th, 2002 • Wesbanco Inc • National commercial banks • West Virginia
EXHIBIT 10.6 AMENDED AGREEMENT THIS AGREEMENT, made and entered into this 30th day of November, 2001, by and between WESBANCO BANK, INC., hereinafter referred to as "Bank" and JOHN E. WAIT, hereinafter referred to as "Employee", and WESBANCO, INC., a...Employment Agreement • December 10th, 2001 • Wesbanco Inc • National commercial banks • West Virginia
WESBANCO, INC.Junior Subordinated Indenture • August 13th, 2003 • Wesbanco Inc • National commercial banks • New York
1 EXHIBIT 2.2 ----------- STOCK OPTION AGREEMENT ---------------------- THIS STOCK OPTION AGREEMENT ("Option Agreement") dated as of the 22nd day of February, 2001, by and between WESBANCO, INC., a West Virginia corporation ("Wesbanco") and AMERICAN...Stock Option Agreement • February 23rd, 2001 • Wesbanco Inc • National commercial banks • West Virginia
AGREEMENTEmployment Agreement • April 24th, 2001 • Wesbanco Inc • National commercial banks • West Virginia
AGREEMENT --------- THIS AGREEMENT, made and entered into this 28th day of May, 2003. by and between WESBANCO BANK, INC., hereinafter referred to as "Bank" and PETER W. JAWORSKI, hereinafter referred to as "Employee", and WESBANCO, INC., a West...Employment Agreement • August 13th, 2003 • Wesbanco Inc • National commercial banks • West Virginia
Exhibit 10.20 SEPARATION AGREEMENT AND RELEASE AND WAIVER OF CLAIMS This AGREEMENT AND RELEASE (the "Agreement") made this 2nd day of May, 2002, by and between DENNIS P. YAEGER (the "Employee") and WESBANCO, INC. (the "Employer"). W I T N E S S E T H...Separation Agreement • August 14th, 2002 • Wesbanco Inc • National commercial banks • West Virginia
1 EXHIBIT 2.1 ----------- AGREEMENT AND PLAN OF MERGER ---------------------------- THIS AGREEMENT AND PLAN OF MERGER (hereinafter called "Agreement"), made and entered into as of the 22nd day of February, 2001, by and between WESBANCO, INC., a West...Merger Agreement • February 23rd, 2001 • Wesbanco Inc • National commercial banks • West Virginia
EXHIBIT 10.19 ------------- AGREEMENT --------- THIS AGREEMENT, made and entered into this 30th day of June, 2001, by and between WESBANCO BANK, INC., hereinafter referred to as "Bank" and ROBERT H. YOUNG, hereinafter referred to as "Employee", and...Employment Agreement • March 29th, 2002 • Wesbanco Inc • National commercial banks • West Virginia
EXHIBIT 2Stock Option Agreement • March 7th, 2001 • Wesbanco Inc • National commercial banks • West Virginia
EXHIBIT 10.2 ------------ Change in Control Agreement Set forth below are details in the executed Change in Control Agreements that differ from such document filed herewith as Exhibit 10.1. On page 4, 8, 17 and page 18 of the Change in Control...Change in Control Agreement • November 15th, 1999 • Wesbanco Inc • National commercial banks
Set forth below are details in the executed Change in Control Agreements that differ from such document filed herewith as Exhibit 10.1.
EXHIBIT 10.7 EMPLOYMENT, CONSULTING AND NON-COMPETITION AGREEMENT THIS AGREEMENT, made this ____ day of __________, 2004, by and between WESBANCO, INC., a West Virginia corporation, party of the first part (hereinafter called "Wesbanco") and JOHN W....Employment Agreement • June 7th, 2004 • Wesbanco Inc • National commercial banks • West Virginia
AGREEMENTEmployment Agreement • March 12th, 1999 • Wesbanco Inc • National commercial banks • West Virginia
DEPOSIT AGREEMENT among WESBANCO, INC., as Issuer and COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., jointly as Depositary and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of August 11, 2020Deposit Agreement • August 11th, 2020 • Wesbanco Inc • National commercial banks • New York
DEPOSIT AGREEMENT, dated as of August 11, 2020, among: (i) WESBANCO, INC., a West Virginia corporation; (ii) COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a national banking association (the “Trust Company”), jointly as Depositary (as hereinafter defined); and (iii) the holders from time to time of the Receipts described herein.
AGREEMENT AND PLAN OF MERGER dated as of July 25, 2024 by and among WESBANCO, INC. WESBANCO BANK, INC., PREMIER FINANCIAL CORP. and PREMIER BANKMerger Agreement • July 26th, 2024 • Wesbanco Inc • National commercial banks • West Virginia
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 25, 2024, is made and entered into by and among Wesbanco, Inc., a West Virginia corporation (“Buyer”), Wesbanco Bank, Inc., a West Virginia banking corporation and a wholly-owned subsidiary of Buyer (“Buyer Sub”), Premier Financial Corp., an Ohio corporation (“Seller”), and Premier Bank, an Ohio state-chartered bank and a wholly-owned subsidiary of Seller (“Seller Sub”). Buyer and Seller are sometimes hereinafter collectively referred to as the “Constituent Corporations.” References herein to a “party” (with respect to being a party to this Agreement) mean either (i) Seller and Seller Sub, on the one hand, or (ii) Buyer and Buyer Sub, on the other hand.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 26th, 2024 • Wesbanco Inc • National commercial banks
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 25, 2024, by and among Wesbanco, Inc., a West Virginia corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
ContractNote Modification Agreement • July 25th, 2013 • Wesbanco Inc • National commercial banks • Ohio
This agreement is dated as of July 19, 2013 (the "Agreement Date"), by and between Wesbanco, Inc. (the "Borrower") and JPMorgan Chase Bank, N.A. (together with its successors and assigns, the "Bank"). The provisions of this agreement are effective on the date that this agreement has been executed by all of the signers and delivered to the Bank (the "Effective Date").
EXHIBIT 10.5 NON-COMPETITION AND CONFIDENTIALITY AGREEMENT THIS NON-COMPETITION AND CONFIDENTIALITY AGREEMENT (this "Agreement") is made as of the 1st day of April, 2004 by and between WESBANCO BANK, INC. (the "Company") and WILLIAM E. WHITMOYER (the...Non-Competition and Confidentiality Agreement • June 7th, 2004 • Wesbanco Inc • National commercial banks • Ohio
E-9Stock Option Amendment Agreement • August 14th, 2002 • Wesbanco Inc • National commercial banks
CHANGE IN CONTROL AGREEMENT JEFFREY H. JACKSONChange in Control Agreement • July 5th, 2022 • Wesbanco Inc • National commercial banks
THIS CHANGE IN CONTROL AGREEMENT is made and entered into as of this 5th day of July, 2022, by and among WESBANCO, INC., a West Virginia bank holding company (hereinafter referred to as the “Company”); and WESBANCO BANK, INC., a West Virginia banking corporation and a wholly-owned subsidiary of the Company (hereinafter referred to as the “Bank”); and JEFFREY H. JACKSON (hereinafter referred to as the “Executive”).
