WESBANCO INC (Form: 8-K, Received: 02/10/2015 17:23:04)

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 10, 2015 (February 10, 2015)

(Exact name of registrant as specified in its charter)

West Virginia	000-08467	55-0571723
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

1 Bank Plaza, Wheeling, WV	26003
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (304) 234-9000

Former name or former address, if changed since last report Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01

Completion of Acquisition or Disposition of Assets.

Effective February 10, 2015, Wesbanco, Inc. (“WesBanco”) completed its previously announced merger with ESB Financial Corporation (“ESB”). Pursuant to the Agreement and Plan of Merger, dated as of October 29, 2014, by and among WesBanco, Wesbanco Bank, Inc., a wholly-owned subsidiary of WesBanco (“WesBanco Bank”), ESB and ESB Bank, a Pennsylvania state-chartered stock savings bank and a wholly-owned subsidiary of ESB (“ESB Bank”) (the “Merger Agreement”), ESB was merged with and into WesBanco, with WesBanco continuing as the surviving corporation (the “Merger”). As a result of the Merger, each outstanding share of ESB common stock, par value $0.01 (other than shares held by ESB or WesBanco), was converted into the right to receive (i) 0.502 of a share of WesBanco common stock, par value $2.0833 per share and (ii) $1.76 in cash, without interest.

Immediately following the completion of the Merger, ESB Bank was merged with and into WesBanco Bank, with WesBanco Bank surviving the merger.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference as Exhibit 2.1.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On February 10, 2015, Charlotte A. Zuschlag, the President and Chief Executive Officer and a director of ESB, and Ronald W. Owen, a director of ESB Bank, were appointed to the Board of Directors (the “Board”) of WesBanco, effective immediately following the consummation of the Merger, pursuant to the terms of the Merger Agreement.

Separately, in connection with the Merger and i n accordance with the Merger Agreement, Ms. Zuschlag entered into a Separation and Release and Waiver of Claims Agreement (the “Separation Agreement”), dated October 29, 2014, with WesBanco, WesBanco Bank, ESB and ESB Bank and entered into an Employment Agreement (the “Employment Agreement”) and a Non-competition Agreement (the “Non-competition Agreement”), both dated October 29, 2014, with WesBanco and WesBanco Bank.

Under the terms of the Separation Agreement, on February 10, 2015, Ms. Zuschlag received from WesBanco a lump sum cash payment in the amount of $2,060,000, which represented a change in control payment under her employment agreement with ESB and ESB Bank. In consideration, Ms. Zuschlag provided a general release of claims.

Under the Employment Agreement, on February 10, 2015, Ms. Zuschlag became a Development Officer for the Pittsburgh market for WesBanco Bank. The Employment Agreement term will run until Ms. Zuschlag reaches age 70. The Employment Agreement provides that Ms. Zuschlag is entitled to receive an annual base salary of $25,000 and certain other death, disability and welfare benefits. The Non-competition Agreement generally requires Ms Zuschlag to refrain from competing with WesBanco and not to solicit employees and customers commencing on February 10, 2015 and extending for a period of four years. As compensation for Ms. Zuschlag’s non-competition obligations, she received $1,061,000 on February 10, 2015.

The foregoing descriptions of the Separation Agreement, Employment Agreement and Non-competition Agreement contained in this Item 5.02 do not purport to be complete descriptions and are qualified in their entirety by reference to each of the Separation Agreement, Employment Agreement and Non-competition Agreement, copies of which are attached hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On February 10, 2015, WesBanco issued a press release announcing the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01 and the accompanying Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and is not to be incorporated by reference into any filing of WesBanco.

Item 9.01 Financial Statements and Exhibits.

(a)	Financial statements of businesses acquired.

The financial statements of ESB required to be filed pursuant to this Item 9.01(a) have previously been filed as a part of, and are contained in, WesBanco’s Registration Statement on Form S-4, filed with the Securities and Exchange Commission on November 20, 2014 (File No. 333-200391), which became effective on December 11, 2014 (the “Registration Statement”). Pursuant to General Instruction B.3 to Form 8-K, these financial statements are not additionally reported herein.

(b)	Pro Forma Financial Information.

The pro forma financial statements required to be filed pursuant to this Item 9.01(b) have previously been filed as a part of, and are contained in, the Registration Statement. Pursuant to General Instruction B.3 to Form 8-K, these financial statements are not additionally reported herein.

2.1

Agreement and Plan of Merger, dated October 29, 2014, by and among Wesbanco, Inc.,

Wesbanco Bank, Inc., ESB Financial Corporation and ESB Bank (incorporated by reference to

Exhibit 2.1 to WesBanco’s Current Report on Form 8-K filed on October 29, 2014).

10.1

Separation Agreement and Release and Waiver of Claims, dated October 29, 2014, by and among

ESB Financial Corporation, ESB Bank, Charlotte A. Zuschlag, Wesbanco, Inc. and Wesbanco Bank, Inc.

10.2

Employment Agreement, dated October 29, 2014, by and between Wesbanco Bank, Inc., Charlotte A. Zuschlag, and Wesbanco, Inc.

10.3

Non-competition Agreement, dated October 29, 2014, by and between Wesbanco, Inc., Wesbanco Bank, Inc. and Charlotte A. Zuschlag.

99.1

Press release issued by WesBanco, dated February 10, 2015.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WesBanco, Inc.
	(Registrant)

Date: February 10, 2015	/s/ Robert H. Young
	Robert H. Young
	Executive Vice President and
	Chief Financial Officer

Exhibit No. Description

2.1		Agreement and Plan of Merger, dated October 29, 2014, by and among Wesbanco, Inc.,
		Wesbanco Bank, Inc., ESB Financial Corporation and ESB Bank (incorporated by reference to
		Exhibit 2.1 to WesBanco’s Current Report on Form 8-K filed on October 29, 2014).

10.1		Separation Agreement and Release and Waiver of Claims, dated October 29, 2014, by and among
		ESB Financial Corporation, ESB Bank, Charlotte A. Zuschlag, Wesbanco, Inc. and Wesbanco Bank, Inc.

10.2		Employment Agreement, dated October 29, 2014, by and between Wesbanco Bank, Inc., Charlotte A. Zuschlag, and Wesbanco, Inc.

10.3		Non-competition Agreement, dated October 29, 2014, by and between Wesbanco, Inc., Wesbanco Bank, Inc. and Charlotte A. Zuschlag.

99.1		Press release issued by WesBanco, dated February 10, 2015.

EXHIBIT 10.1

SEPARATION AGREEMENT AND RELEASE

AND WAIVER OF CLAIMS

THIS AGREEMENT , made and entered into this 29th day of October 2014, by and among ESB FINANCIAL CORPORATION, a Pennsylvania banking corporation with its headquarters and main office located in Ellwood City, Pennsylvania (hereinafter referred to as “ESB Financial”), ESB BANK, a Pennsylvania chartered savings bank and a wholly owned subsidiary of ESB Financial (“ESB”), CHARLOTTE A. ZUSCHLAG (hereinafter referred to as the “Executive”), WESBANCO, INC., a West Virginia corporation (hereinafter referred to as “Wesbanco”), and WESBANCO BANK, INC. , a West Virginia banking corporation (hereinafter referred to as the “Bank”).

WHEREAS, ESB Financial, ESB, Wesbanco and the Bank are concurrently entering into an Agreement and Plan of Merger dated October 29th, 2014 (the “Merger Agreement”) which provides for the merger of ESB Financial with and into Wesbanco (the “Merger”) and ESB with and into the Bank,

WHEREAS , the Executive is presently employed by ESB Financial and ESB, and this Agreement will become effective only upon the Effective Date of the Merger as defined in the Merger Agreement,

WHEREAS, the Executive is a party to an Amended and Restated Employment Agreement among ESB dated November 20, 2012 (the “ESB Employment Agreement”), and an Amended and Restated Employment Agreement with ESB Financial dated November 20, 2012 (the “ESB Financial Employment Agreement”) (collectively, the “Employment Agreements”), and

WHEREAS , the parties agree that the Executive will have grounds to terminate her employment for “Good Reason” under the Employment Agreements upon completion of the Merger, which will trigger the payment by Wesbanco of change in control benefits pursuant to the Employment Agreements, which the parties agree shall be in the amount of Two Million Sixty Thousand Dollars ($2,060,000), payable in a lump sum on the Effective Date of the Merger (the “Change in Control Payment”) and the other benefits herein provided, and

WHEREAS , Wesbanco, the Bank and the Executive are concurrently entering into a Non-Competition Agreement as of the date of this Agreement (the “Non-Competition Agreement”),

WITNESSETH THAT: In consideration of the mutual promises and undertakings hereinafter set forth, the parties hereto agree as follows:

1. Separation from Service . The parties hereto agree that the Executive shall have a separation from service for purposes of Section 409A of the Internal Revenue Code (the “Code”) effective as of the Effective Date of the Merger. The Executive will then be re-hired on a part-time basis for a specific term of employment on a contract basis following the Effective Date pursuant to a written employment agreement being concurrently executed by Wesbanco and the Executive (the “Term Agreement”).

2. Consideration . Wesbanco agrees to pay to the Executive the Change in Control Payment in a lump sum payment on the Effective Date of the Merger.

3. Continued Insurance Coverage . Continued insurance coverage is addressed in the separate Term Agreement, a copy of which is attached as Exhibit A.

4. Effect on Employment Agreements . Upon payment of the Change in Control Payment in Paragraph 2 above and the effectiveness of the Term Agreement, the Employment Agreements shall terminate with no further force and effect.

5. SERP. Wesbanco and the Executive mutually agree that the payment of the Executive’s benefits under the Amended and Restated Supplemental Executive Retirement Plan among ESB Financial and ESB dated November 20, 2007 (the “SERP”) will be triggered by her separation from service on the Effective Date of the Merger. Wesbanco will pay to the Executive the benefits to which the Executive is entitled under the terms of the SERP in accordance with the provisions thereof.

6. Excess Benefit Plan . Wesbanco and the Executive mutually agree that the payment of the Executive’s benefits under ESB Financial’s Amended and Restated Excess Benefit Plan dated November 20, 2007 (the “Excess Benefit Plan”) will be triggered by her separation from service on the Effective Date of the Merger. Wesbanco will pay to the Executive the benefits to which the Executive is entitled under the terms of the Excess Benefit Plan in accordance with the provisions thereof.

7. Other Benefits. The Executive further acknowledges that she has been provided with such information as she deems necessary to determine her rights, if any, under Wesbanco’s various employee benefit plans and policies. The Executive further acknowledges that she is not entitled to any other severance benefits under applicable benefit programs, plans or policies of ESB Financial or ESB.

8. Gross-Up Payment by Wesbanco . (a) In the event that any payment, benefit or distribution by or on behalf of Wesbanco, the Bank, ESB Financial or ESB to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of

this Agreement, the Non-Competition Agreement, the Term Agreement, the benefit plans of the foregoing entities or otherwise, but determined without regard to any additional payments required under this Section) (the "Payments") is determined to be a "parachute payment" within the meaning of Section 280G(b)(2) of the Code or any successor or substitute provision, with the effect that the Executive is liable for the payment of the excise tax described in Section 4999 of the Code or any successor or substitute provision (the "Excise Tax"), then Wesbanco shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Payments and any federal, state and local income taxes, employment-related taxes (including Social Security and Medicare taxes) and Excise Tax on the Gross-Up Payment, shall be equal to the Payments.

(b) All determinations required to be made under this Section 8, and the assumptions to be utilized in arriving at such determination, shall be made by the certified public accounting firm used for auditing purposes by Wesbanco immediately prior to the Executive's separation from service (the "Accounting Firm"), which shall provide detailed supporting calculations both to Wesbanco and the Executive. Wesbanco shall pay all fees and expenses of the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Wesbanco and the Executive, except as provided in subparagraph (c) below.

Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income taxes and employment-related taxes imposed on the Gross-Up Payment being repaid by the Executive to the extent that such repayment results in a reduction in Excise Tax and/or a federal, state or local income tax or employment-related tax), plus interest on the amount of such repayment at 120% of the short-term applicable federal rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the initial Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the initial Gross-Up Payment), which initial Gross-Up Payment may be zero, Wesbanco shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that the amount of such excess is finally determined.

(d) In each calendar year that the Executive receives payments of benefits that constitute a parachute amount, the Executive shall report on her state, local and federal income tax returns such information as is consistent with the determination made by the Accounting Firm as described above. Wesbanco shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys' fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information, with such indemnification to be paid by Wesbanco to the Executive as soon as practicable and in any event within thirty (30) days following the date the amount subject to indemnification was determined. The Executive shall promptly notify Wesbanco in writing whenever the Executive receives notice of the institution of a judicial or administrative

proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 8 is being reviewed or is in dispute. The Executive and Wesbanco shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Payments. Wesbanco shall pay all fees and expenses of the Executive relating to a claim by the IRS or other agency.

9. Release of Claims . The payment of the Change in Control Payment in Paragraph 2 above is conditioned upon the Executive executing the Release of Claims substantially in the form set forth in Exhibit B attached hereto so that such release has become effective prior to the date the Change in Control Payment is paid. Wesbanco agrees to provide the Executive with a completed copy of Exhibit B hereto (with a copy of the exhibit referenced therein attached thereto) at least 60 days prior to the expected Effective Date of the Merger.

10. Executive’s Rights . The Executive specifically acknowledges that on the

29th day of October 2014, officials of Wesbanco presented her with this Agreement, thereby informing her of the amounts to which she will be entitled to upon her separation from service and explained to her that, in addition to those amounts, Wesbanco would provide the consideration stated herein if, and only if, the Executive (i) executes this Agreement and the attached Release of Claims; (ii) does not revoke the attached Release of Claims, as described below; and (iii) otherwise strictly abides by the terms of this Agreement. The Executive further acknowledges that she has been advised by Wesbanco that she (i) has the right to consult an attorney of her own choice; (ii) has a minimum of forty-five (45) days to consider the attached Release of Claims after the exhibit thereto is attached before signing it; and (iii) has seven (7) days after she signs the attached Release of Claims within which to revoke it, and that this

Agreement shall not become effective or enforceable until seven days following the date of the Executive’s execution of the attached Release of Claims.

The toll free telephone number of the West Virginia State Bar’s Lawyer Information Referral Service is 1-800-642-3617. The toll free telephone number of the Pennsylvania Bar Lawyer Referral Service is 1-800-692-7375.

The Executive specifically recognizes that, by signing this Agreement and the attached Release of Claims, she is waiving any rights to receive any remedial or monetary relief, including without limitation, back pay, front pay, emotional distress damages, reinstatement, damages for injury to reputation, pain and suffering or loss of future income, or punitive damages as a consequence of any charge or complaint filed with the Equal Employment Opportunity Commission, the West Virginia Human Rights Commission, the Pennsylvania Human Relations Commission, or any similar state or federal agency.

Excluded from this Separation Agreement and Release and Waiver of Claims are any claims which cannot be waived by law, including but not limited to the right to file a charge with or participate in an investigation conducted by certain government agencies. The Executive does, however, waive her right to any monetary recovery should any agency pursue any claims on her behalf. The Executive represents and warrants that she has not filed any complaint, charge or lawsuit against Wesbanco with any governmental agency and/or any court.

In addition, the Executive agrees never to sue Wesbanco in any forum for any claim covered by the attached Release of Claims, except that the Executive may bring a claim under the ADEA to challenge this Separation Agreement and Release and Waiver of Claims. If the Executive violates this Separation Agreement and Release and Waiver of Claims by suing Wesbanco, other than under the ADEA, she shall be liable to Wesbanco for its reasonable

attorney's fees and other litigation costs and expenses incurred against such a suit.

11. No Admission of Liability . The parties agree that this Agreement and the offer to enter into this Agreement are not, and shall not be construed in any way as, or deemed to be, an admission by Wesbanco or any of

the Releasees of any act of wrongdoing or admission of liability or responsibility at any time or in any manner whatsoever. The parties further agree that this Agreement may not be used in any action between the Executive and Wesbanco or any of the Releasees, other than for the enforcement of this Agreement or as evidence of a waiver by the Executive.

12. Program Not to Benefit Others . The parties acknowledge that the Executive’s right to the separation pay settlement described herein shall be determined exclusively under the provisions stated herein, and this Agreement is not intended to, and does not, create rights for the benefit of any other employee or person.

13. Final and Binding Agreement . The Executive agrees and recognizes that this Agreement is final and binding when the attached Release of Claims is signed by the Executive, subject only to the Executive’s revocation right as described in Paragraph 10 above and to the Merger being completed. In the event the Merger Agreement is terminated for any reason, this Agreement shall automatically become null and void.

14. Non-Disparagement . The Executive agrees not to make any disparaging or negative remarks, either orally or in writing, regarding Wesbanco or any other Releasee concerning acts occurring before the signing of this Agreement or relating to this Agreement and

the matters covered hereby. The Executive further agrees to direct her agents or any other person acting on her behalf to refrain from making such comments.

15. Remedies . In the event of a breach or threatened breach of all or part of Paragraph

14 of this Agreement, the Executive agrees that Wesbanco shall be entitled to injunctive relief and all other remedies available at law or in equity in a court of competent jurisdiction to remedy any such breach or threatened breach. The Executive hereby acknowledges that damages alone would be inadequate and insufficient as a remedy for any such breach or threatened breach. The Executive further agrees that the covenants contained in Paragraph 15 and the remedies contained in this Paragraph 15 shall survive the termination of this Agreement.

16. References . If any inquiry about the Executive is made to Wesbanco as a reference for future employment or for other purposes, Wesbanco agrees that it shall state that it will provide the Executive’s dates of employment, job titles and job descriptions, in accordance with Wesbanco’s existing personnel policies. Further, Wesbanco, including its respective officers, directors, agents, servants or employees or any of their successors or assigns, shall not make any disparaging or negative remarks, either orally or in writing, regarding the Executive concerning any acts which occurred before the signing of this Agreement or relating to this Agreement. The Executive agrees to direct all inquiries concerning her employment and the separation thereof to the Director of Human Resources at Wesbanco.

17. Unemployment Compensation . As additional consideration for this Agreement, Wesbanco agrees that it will not contest any claim filed by the Executive for unemployment compensation with respect to the Executive’s separation from service described herein.

18. Voluntary Agreement . The Executive expressly warrants and represents to Wesbanco as part of the consideration expressed herein that, before executing this Agreement, she has fully informed herself of its terms, contents and conditions, and represents that in making this settlement she has had the opportunity to obtain the benefit of the advice of counsel of her choosing and no promise or representation of any kind or character has been made to her by

Wesbanco, or by anyone acting on its behalf, except as is expressly stated in this Agreement. The Executive acknowledges that she has relied solely and completely upon her own judgment and, if she has so elected, the advice of counsel and other advisors in making this settlement, and that she fully and completely understands both the terms of the settlement and the release; that she fully understands it is a full, complete and final release, and that the payment and other consideration set forth in this Agreement are all the consideration to be conferred upon her in accordance with the parties’ agreement regarding the settlement of the matters described herein. The Executive further represents that she has read this Agreement in its entirety and that she understands all of its terms and enters into and signs this Agreement knowingly and voluntarily, with full knowledge of its significance, and not as a result of any threat, intimidation, or coercion on the part of any person or entity.

19. Counterparts . This Agreement shall be executed in two counterparts, each of which shall be deemed an original and together shall constitute one and the same document, with one counterpart being delivered to each party.

20. Entire Agreement . This Agreement supersedes all other oral and written agreements between the parties hereto except for the Non-Competition Agreement and the Term Agreement, as to the matters herein and contains all of the covenants and agreements between the parties with respect to the employment of the Executive by Wesbanco, the separation thereof, and the matters provided herein. The Executive acknowledges that, in executing this Agreement, she has not relied on any representation or statement not set forth herein. This Agreement may not be modified except in writing, signed by the Executive and Wesbanco. This Agreement shall be binding on all of the Executive’s heirs, representatives, successors and assigns. The Executive shall not assign any rights or obligations under this Agreement, without the written consent of

Wesbanco. The Executive further represents that she has read this Agreement in its entirety and that she understands all of its terms and enters into and signs this Agreement knowingly and voluntarily, with full knowledge of its significance, and not as a result of any threat, intimidation or coercion on the part of Wesbanco or any Releasee.

21. Law Governing Agreement . This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia, excepting such State’s choice of law provisions, and except as otherwise preempted by the Employee Retirement Income Security Act of 1974 or other applicable federal law.

22. Waiver of Breach Not Deemed Continuing . The waiver of or by any party of a breach or violation of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach or violation.

23. Construction and Severability . The parties agree that, in all cases, the language of this Agreement shall be construed as a whole, according to its fair meaning, and not strictly for or against either of the parties. Furthermore, in the event that one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, the invalidity, illegality or unenforceability of such

provision shall have no effect upon, and shall not impair, the validity, legality or enforceability of any other provisions in this Agreement.

24. Disclosure of Employment Information . Upon execution of an authorization for the release of information concerning the Executive’s employment to any prospective employer, Wesbanco will disclose the Executive’s dates of employment, including hire date and separation date, job titles and job descriptions. No other employment information will be provided to any prospective employer.

25. Return of the Bank’s Property . The Executive avers that she has previously returned and delivered to Wesbanco all of the Bank’s property in the Executive’s possession or control.

26. Confidentiality . The Executive understands and agrees that even after her separation from service, she is required to maintain the confidentiality of all proprietary information and knowledge acquired by her during her employment with the Bank, which belongs to the Bank or its customers, and which has not been published, disseminated or otherwise become a matter of general public knowledge. The Executive agrees that she will not directly or indirectly solicit known former customers of the Bank. The Executive agrees that she will not disclose or make use of such information, whether with respect to the Bank’s or Wesbanco’s customers’ business, operations, finances, customers, employees or otherwise, and whether in written form or committed to memory.

27. Transition . The Executive will make every effort to ensure a smooth transition, and agrees to cooperate with Wesbanco and to provide all necessary information regarding the status of operations, the location of relevant materials, and any other relevant information related to the Executive’s responsibilities with the Bank of which Wesbanco should be aware or which Wesbanco may request, now or at any later time.

28. Executive Cooperation . As a free and voluntary act, the Executive also further agrees after the Executive’s separation to cooperate at Wesbanco’s expense with any investigations or lawsuits involving Wesbanco on matters where the Executive had specific knowledge or responsibility. The Executive will be reimbursed at a rate equal to her final base salary computed on an hourly basis. The Executive will make herself available at Wesbanco’s expense for any litigation, including specifically, but not exclusively, preparation for depositions

and trial. The Executive will not assist or provide information in any litigation against Wesbanco except as required under law or formal legal process after timely notice is provided to Wesbanco to allow Wesbanco to take legal action with respect to the request for information or assistance. Nothing in this Agreement shall restrict or preclude the Executive from, or otherwise influence the Executive in, testifying fully and truthfully in legal or administrative proceedings against Wesbanco, as required by law or formal legal process.

29. Tax Liability . Except as set forth in Paragraph 8 of this Agreement, the Executive is exclusively liable for the payment of any federal, state, city or other taxes that may be due as a result of the Change in Control Payment received by the Executive; provided, however, that Wesbanco shall pay all federal, state and local amounts withheld from payments to the Executive and all of the employment taxes at the time normally paid by Wesbanco on the Executive’s Change in Control Payment in connection with the consideration payable to the Executive pursuant to this Agreement.

30. Headings . Headings are inserted for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.

31. Termination or Modification of Benefits . The Executive understands and agrees that nothing in this Agreement shall affect Wesbanco’s reserved right to terminate or amend in whole or in part, in any manner whatsoever and with respect to the Executive or any other active or former employee or any group thereof, any employee benefit plan which is presently or which may be offered to Wesbanco’s employees.

IN WITNESS WHEREOF, each of the parties hereto has executed this SEPARATION AGREEMENT AND RELEASE AND WAIVER OF CLAIMS as of the day and year first written above.

Executed this 29th day of October 2014.

ESB FINANCIAL CORPORATION

By /s/ William B. Salsgiver

WILLIAM B. SALSGIVER

Chairman of the Board

(SEAL)

ATTEST:

/s/ Charles P. Evanoski

ESB BANK

By /s/ William B. Salsgiver

WILLIAM B. SALSGIVER

Chairman of the Board

(SEAL)

ATTEST:

/s/ Charles P. Evanoski

/s/ Charlotte A. Zuschlag

CHARLOTTE A. ZUSCHLAG

WESBANCO, INC., a West Virginia

corporation

By /s/ Todd F. Clossin

Its President & CEO

(SEAL)

ATTEST:

/s/ Linda M. Woodfin

WESBANCO BANK, INC., a West Virginia

banking corporation

By /s/ Todd F. Clossin

Its President & CEO

(SEAL)

ATTEST:

/s/ Linda M. Woodfin

STATE OF PENNSYLVANIA,

COUNTY OF LAWRENCE, TO-WIT:

The foregoing instrument was acknowledged before me this 29th day of October 2014, by WILLIAM B. SALSGIVER, Chairman of the Board, of ESB FINANCIAL CORPORATION, on behalf of the corporation.

/s/ Sally A. Mannarino

Notary Public

My commission expires:

December 30, 2016

STATE OF PENNSYLVANIA,

COUNTY OF LAWRENCE, TO-WIT:

The foregoing instrument was acknowledged before me this 29th day of October 2014, by WILLIAM B. SALSGIVER, Chairman of the Board, of ESB BANK, on behalf of the corporation.

/s/ Sally A. Mannarino

Notary Public

My commission expires:

December 30, 2016

STATE OF PENNSYLVANIA,

COUNTY OF LAWRENCE, TO-WIT:

I, Sally A. Mannarino, a notary public in and for said State do certify that CHARLOTTE A. ZUSCHLAG , whose name is signed to the writing annexed hereto, bearing the date of ____ day of October 2014, has this day acknowledged the same before me in my said county.

/s/ Sally A. Mannarino

Notary Public

My commission expires:

December 30, 2016

STATE OF WEST VIRGINIA,

COUNTY OF OHIO, TO-WIT:

The foregoing instrument was acknowledged before me this 29th day of October 2014, by Todd F. Clossin, President of WESBANCO, INC., a West Virginia corporation, on behalf of the corporation.

/s/ James C. Gardill

Notary Public

My commission expires:

October 24, 2015

STATE OF WEST VIRGINIA,

COUNTY OF OHIO, TO-WIT:

The foregoing instrument was acknowledged before me this 29th day of October 2014, by Todd F. Clossin, President of WESBANCO BANK, INC., a West Virginia banking corporation, on behalf of the corporation.

/s/ James C. Gardill

Notary Public

My commission expires:

October 24, 2015

Exhibit B

RELEASE OF CLAIMS

In consideration of the cash payments and benefits to be provided to the Executive pursuant to the Separation Agreement and Release and Waiver of Claims dated as of October 29, 2014 (the “Agreement”) and the Term Agreement referenced therein, the Executive hereby agrees to release and waive any and all claims or demands (whether known or unknown) which currently exist, arising from the Executive’s separation from service as of the Effective Date of the Merger, including, but not limited to, all matters in law, in equity, in contract (oral or written, express or implied), or in tort, (excluding workers’ compensation and any claim for employee benefits to which the Executive is entitled as of the last day of the Executive’s active employment with ESB Financial or ESB under the express terms of the employee benefit plans sponsored by such entities) against Wesbanco, any of its parents, subsidiaries and affiliates or predecessors in interest and any employee benefit plan sponsored by any of them, and the officers, employees, directors, shareholders, fiduciaries and agents of any of them, along with the successors, assigns and heirs of any of the foregoing persons or entities (collectively referred to as the “Releasees”) arising from the Executive’s separation from service It is specifically understood and agreed between the Executive and Wesbanco that this release and waiver includes any rights or claims to which the Executive may have been entitled under the Fair Labor Standards Act of 1938; the Civil Rights Act of 1866; the Equal Pay Act of 1963; Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Employee Retirement Income Security Act of 1974; Title 47 of the Pennsylvania Statutes, specifically Chapter 17; Chapter 21 of the West Virginia Code; W.Va. Code § 5-11, et seq. ; the Rehabilitation Act of 1973; the Civil Rights Act of 1991; the Vietnam Era Veterans

Readjustment Assistance Act of 1974; the Older Workers Benefit Protection Act; the Americans with Disabilities Act, and all other federal, state and local law claims, whether statutory or common law, including, but not limited to, those under the laws of the States of West Virginia and Pennsylvania, including, but not limited to, the West Virginia Human Rights Act, W.Va. Code § 5-11-1, et seq ., and the Pennsylvania Human Relations Act.

However, the parties acknowledge that the Executive is not waiving any rights or claims that may arise after this release is executed; provided, however, that the Executive shall be precluded from recovering for actions or inactions which occurred or should have occurred prior to the execution of this release. Additionally, the Executive waives and releases any right she may have to recover any damages resulting from any action or suit instituted on her behalf by the Equal Employment Opportunity Commission, the West Virginia Human Rights Commission, or other fair employment practices agencies for any action or inaction occurring prior to the execution of this release.

Notwithstanding any provision of this Release of Claims to the contrary: (y) nothing contained herein shall be deemed to modify, waive, release, terminate or amend any right or benefit the Executive may possess under the terms of the Agreement, the Non-Competition Agreement or the Term Agreement; and (z) notwithstanding the above, the Executive does not waive any right that the Executive may have related to (i) vested benefits under any tax-qualified plan provided by ESB Financial or any subsidiary or affiliate or any successor of the foregoing, (ii) any breach of the Agreement, the Non-Competition Agreement or the Term Agreement by Wesbanco or any subsidiary or affiliate or any successor of the foregoing, (iii) any claim or right based upon facts and circumstances arising after the execution and delivery of this Release of Claims, (iv) any accrued but unpaid compensation as of the Effective Date of the Merger, (v) her

rights as a stockholder of ESB Financial or Wesbanco, (vi) her rights as the holder of unexercised stock options to purchase common stock of ESB Financial, or (vii) any right or benefit that cannot be waived as a matter of law.

All capitalized terms which are defined in the Agreement and which are not otherwise defined herein shall have the meaning set forth in the Agreement.

IN WITNESS WHEREOF, the Executive has executed this Release of Claims as of this ___ day of January 2015.

/s/ Charlotte A. Zuschlag

Charlotte A. Zuschlag, the Executive

[attach ADEA exhibit]

ADEA Exhibit

Date of Birth	Job Title
2/1/1959	Group SR VP/Finance/CFO
12/16/1954	Group SR VP/Lending
1/26/1956	Group SR VP/Operations
3/17/1951	President/CEO
5/17/1958	SVP-Asset/Liability Mgmt.
7/28/1946	SVP-Business Development
1/25/1956	SVP-Commercial Lending
4/30/1957	SVP-Human Resources
2/17/1957	SVP-Information Technology
5/15/1962	SVP-Internal Audit/Loan Review
10/22/1950	SVP-Retail Lending/CRA Officer
9/5/1969	SVP-Treasurer/Controller

EXHIBIT 10.2

EMPLOYMENT AGREEMENT

THIS AGREEMENT is made and entered into this 29th day of October 2014, by and between WESBANCO BANK, INC. (hereinafter referred to as the “Bank”), CHARLOTTE A. ZUSCHLAG (hereinafter referred to as the “Executive”), and WESBANCO, INC., a West Virginia corporation (hereinafter referred to as “Wesbanco”).

WHEREAS, the Executive currently serves as an as executive officer of ESB Bank, a Pennsylvania chartered savings bank (hereinafter referred to as “ESB”), and ESB Financial Corporation, a Pennsylvania corporation (hereinafter referred to as “ESB Financial”);

WHEREAS , ESB Financial, ESB, Wesbanco and the Bank are concurrently entering into an Agreement and Plan of Merger dated October 29th, 2014, providing for the merger of ESB Financial with and into Wesbanco (the “Merger”) and the merger of ESB with and into the Bank;

WHEREAS, the Executive is a party to an Amended and Restated Employment Agreement with ESB dated November 20, 2012 (the “ESB Employment Agreement”), and an Amended and Restated Employment Agreement with ESB Financial dated November 20, 2012, (the “ESB Financial Employment Agreement”), both of which agreements the Executive agrees will be terminated as of the Effective Time of the Merger (as defined in the Merger Agreement) (the “Effective Date”) pursuant to a separate Separation Agreement and Release and Waiver of Claims being concurrently entered into by and among ESB Financial, ESB, Wesbanco and the Bank (the “Separation Agreement”);

WHEREAS , the parties agree that the Executive shall have a separation from service for purposes of Section 409A of the Internal Revenue Code (the “Code”) effective as of the Effective Date of the Merger;

WHEREAS, the Bank wishes to assure itself of the Employee's employment and continuing services after the Merger in an executive capacity with the Bank, effective as of the Effective Date of the Merger and for the period described herein at a level of bona fide services reasonably anticipated to be at a level equal to 20% or less of the average level of services provided to ESB Financial and ESB during the 36 month period immediately preceding the Effective Date of the Merger;

WHEREAS , the Executive is willing to provide such services in accordance with the terms and conditions of this Agreement and to provide assurances of her continued employment during the period specified in this Agreement;

WHEREAS, the parties to this Agreement mutually agree that the terms and conditions of this Agreement will become effective only upon the consummation of the Merger and the termination of the ESB Employment Agreement and the ESB Financial Employment Agreement; and

WHEREAS , Wesbanco recognizes the Executive’s ability to contribute to the smooth integration of ESB into the Wesbanco group following the Merger and desires to provide for the continued employment of the Executive for a period of time after the Merger;

NOW, THEREFORE, THIS AGREEMENT WITNESSETH : That for and in consideration of the mutual promises and covenants hereinafter contained, the parties hereto do hereby agree as follows:

1. EMPLOYMENT PERIOD . The Bank agrees to employ the Executive as its Development Officer for the Pittsburgh market (“Development Officer”), and the Executive agrees to work in the employ of the Bank, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date of the Merger and ending when she attains the age of 70 (the “Employment Period”). The parties agree that the position of Development Officer is a position that requires substantial skill, training and knowledge generally and more particularly of the operations, employees, customers and the banking market in the Pittsburgh,

Pennsylvania area where the Executive will be employed and that the annual compensation set forth in Section 2(b) is reasonable compensation in light of those requirements. The parties also acknowledge that the Executive will be supervised in her performance of these duties by senior management of the Bank and that, as supervised, her position will be different and her job description will be changed and reduced accordingly.

2. TERMS OF EMPLOYMENT WITH WESBANCO.

(a) Position and Duties .

(i) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled under the policies of the Bank giving credit, for these purposes, to the Executive for her years of service with ESB, the Executive shall devote such time and attention to the business of the Bank as conducted in the Pittsburgh market and to the successful integration of the then former ESB into the business and operations of the Bank, including, but not limited to the preservation of the reputation, customers and employees of ESB as the reputation, customers and employees of the Bank, and such other tasks and duties that are commensurate with the Executive’s title, status, skills and experience, that may, from time to time, be assigned by the Board of Directors of the Bank (the “Board”), and are consistent with the tasks and duties performed by the Executive prior to the Effective Date of the Merger, except that the Executive shall not be designated as a chief executive officer and shall not be required to perform any more than 20% of her previous duties. The parties reasonably expect that the Executive’s services under this Agreement will not exceed approximately 15 hours per month.

(ii) The Executive’s employment duties with the Bank shall be performed substantially at the site of ESB’s offices and branches in the Pittsburgh, Pennsylvania market, excepting such business meetings with the Bank managers in Wheeling, West Virginia on reasonable notice, and meetings of the Bank Board of Directors as shall be deemed appropriate by the Bank. The Bank shall continue to provide the Executive with office, secretarial and other administrative support that is substantially comparable to that in effect prior to the Effective Date of the Merger. All expenditures in connection with the Executive’s performance of her duties shall be reimbursed in accordance with the Bank’s regular policy, including, but not limited to, costs and expenses incurred in attending meetings in Wheeling, West Virginia.

(iii) The Executive may devote reasonable time to activities such as supervision of personal investments and activities involving professional, charitable, educational, religious and similar types of activities, speaking engagements and membership on other boards of directors, provided such activities do not interfere in any material way with the business of the Bank. The time involved in such activities shall not be treated as vacation time. The Executive shall be entitled to keep any amounts paid to her in connection with such activities ( e.g., director fees and honoraria).

(iv) Compensation . During the Employment Period, the Executive shall receive an annual base salary (“Base Salary”) of $25,000, payable in equal biweekly installments.

(b) Benefits . During the Employment Period, the Executive shall continue to receive employee benefits and perquisites comparable to those that Wesbanco provides to its executive officers, including but not limited to participation in all insurance plans, provided that the Bank shall pay any employee portion of the insurance premiums with respect to coverage during the first three years of the Employment Period. The Bank shall provide or cause to be provided death and disability benefits with respect to the Executive as follows:

(i) Death Benefit . In the event the Executive dies prior to reaching age 70, the Bank shall pay directly from the general assets of the Bank or cause to be paid through a policy of life insurance purchased for such purpose by the Bank (but not including any group-term life insurance provided as an employee benefit in accordance with company policy) or a combination of the foregoing, in each case as determined by the Bank, to the estate of the Executive promptly after the Bank receives notice of the Executive's death, a death benefit in a lump sum cash amount equal to $150,000.00 less the aggregate amount of all payments made to the Executive under Section 2 of this Agreement prior to the date of her death.

(ii) Disability Benefit . If the Executive becomes Disabled (as defined below) prior to reaching age 70, the Bank shall pay directly from its general assets or through a policy of disability insurance purchased by the Bank for such purpose (but not including any long-term disability insurance provided as an employee benefit in accordance with company policy) or a combination of the foregoing, in each case as determined by the Bank, a disability benefit equal in aggregate amount to $150,000.00 less the aggregate amount of all payments made to the Executive under Section 2 of this Agreement prior to the date of her Disability. For purposes of this Agreement, “Disability” shall mean the inability of the Executive to provide services under this Agreement for reasons relating to a physical or mental injury, disease or condition as determined by a physician selected by the Executive. The date of the Disability as determined by such physician shall be the “Disability Effective Date”. Disability benefits shall be paid in a lump sum.

3. TERMINATION OF EMPLOYMENT.

(a) Date of Termination . “Date of Termination of Employment” shall be (i) if the Executive’s employment is terminated by the Bank for any reason, the date of receipt of the Notice of Termination or any other date specified by Wesbanco in such Notice of Termination; (ii) if the Executive’s employment is terminated by the Executive’s resignation, the date of receipt of the Notice of Resignation; and (iii) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.

(b) Death or Disability . The Executive’s employment and consulting obligations shall terminate automatically upon the Executive’s death.

(c) Resignation . The Executive may terminate her employment and her consulting obligations by resigning, provided that she gives the Bank at least 10 days prior written notice. If the Executive resigns without Good Reason, the Bank will owe the Executive only (i) Base Salary earned or accrued through the date of such resignation, (ii) any unreimbursed business expenses incurred by the Executive on the Bank’s behalf, (iii) any unpaid accrued vacation, and (iv) any other amounts required to be paid under any benefit plan or program in which the Executive participates or any other amounts mandated by law.

(d) Notice of Termination . Any termination by the Bank or by the Executive shall be communicated by a Notice of Termination to the other party hereto given in accordance with Section 14(a).

4.	OBLIGATIONS OF THE PARTIES UPON EMPLOYMENT TERMINATION.

(a) Obligations of the Bank .

(i) If the Executive’s employment and/or consulting obligations terminate by reason of her death or Disability, the Bank shall pay or cause to be paid the Death Benefit or the Disability Benefit, as the case may be. If the Executive’s employment shall be terminated by the Bank for any reason other than Cause or by the Executive for Good Reason (as such terms are defined below) during the Employment Period, the Bank shall pay to the Executive in a lump sum in cash within 10 days: (A) all Base Salary that would have been payable to the Executive during the Employment Period, (B) any unreimbursed business expenses incurred by the Executive on the Bank’s behalf, (C) any unpaid accrued vacation, and (D) any other amounts required to be paid under any benefit plan or program in which the Executive participates or any other amounts mandated by law.

(ii) To the extent not theretofore paid or provided, the Bank shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or that the Executive is eligible to receive under any plan, program, policy or practice or other contract or agreement of the Bank and its affiliated companies.

(iii) The Executive shall be entitled to be reimbursed her reasonable and necessary business expenses incurred in connection with any services to be performed hereunder.

(b) Obligations of the Executive . In addition to the confidentiality obligations set forth in Section 5, if the Executive’s employment terminates for any reason other than death, Disability, Cause or Resignation for Good Reason, the Executive shall provide consulting services to the Bank until reaching age 70. In such event, the Executive shall render consulting services at such times and in such places as are mutually agreeable and with reasonable notice and for such consulting fees as are mutually agreed to by the parties (the “Consulting Fees”). It

is the intention of the parties hereto that following the Date of Termination of Employment and up to age 70, the Executive shall perform services hereunder as an independent contractor and the consulting arrangement hereunder shall not constitute an employment relationship, nor shall the Executive be considered an employee of the Bank for any purpose after the Date of Termination of Employment.

(c) Cause . For purposes of this Agreement, “Cause” shall mean the conviction of the Executive of a felony or a determination by the Board of the Bank made in good faith after the Executive and counsel are afforded an opportunity to address the Board of the Bank on the matter that the Executive has engaged in embezzlement, defalcation or other act constituting theft as the term theft is generally understood involving the funds of the Bank.

(d) Good Reason . For purposes of this Agreement, “Good Reason” shall mean during the Employment Period: (i) a requirement that the Executive be based at any place other than Ellwood City, Pennsylvania or at a location that is not within a commuting distance of 25 miles or less from the Executive’s residence, except for reasonable travel on Bank business; (ii) a material demotion of the Executive from her position as Development Officer; (iii) a reduction in the Executive’s salary or a material adverse change in the Executive’s perquisites, benefits, contingent benefits or vacation, other than as part of an overall program applied uniformly and with equitable effect to all members of the senior management of the Bank; (iv) a material permanent increase in the required hours of work or the workload of the Executive, unrelated to the transition activities in the Pittsburgh market; or (v) any action by the Bank removing or purporting to remove her from the office of the Development Officer.

5. CONFIDENTIAL AND PROPRIETARY INFORMATION . Without the prior written consent of the Bank, the Executive shall not, directly or indirectly, divulge to any person, or use for her own benefit, any confidential or proprietary information relating to the business affairs, customers or methods of operation of the Bank acquired by her prior to the effective date of this Agreement or concerning the business, affairs, customers or acquisition candidates of the Bank, acquired by her during her previous employment with ESB or during the performance of her duties hereunder, it being the intent of the Bank and the Executive to restrict the Executive from disseminating or using any information which is unpublished and not readily available to the general public. Notwithstanding the foregoing, the Executive shall be authorized to disclose confidential information (i) as may be required by law or legal process after providing the Bank with prior written notice and an opportunity to respond to such disclosure request and seek protection for such confidential information (unless such notice is prohibited by law); (ii) in any civil or criminal proceeding after providing the Bank with prior written notice and an opportunity to seek protection for such confidential information; and (iii) with the prior written consent of the Bank.

6. HEALTH INSURANCE . In the event that either (i) the Executive’s employment is terminated by the Bank for other than Cause or the Executive’s death or (ii) such employment is terminated by the Executive for Good Reason, then the Bank shall:

(a) Maintain and provide for a period ending at the earlier of (i) attainment of age 70 or (ii) the date of the Executive’s full-time employment by another employer (provided

that the Executive is entitled under the terms of such employment to benefits substantially similar to those described in this subparagraph (a)) at no cost to the Executive, the Executive’s continued participation in all group insurance, life insurance, health and accident insurance, and disability insurance offered by the Bank in which the Executive was participating immediately prior to the Date of Termination. Such coverage shall be provided on the same terms as similar coverage is provided to other employees of the Bank, provided that any insurance premiums payable by the Bank or any successors pursuant to this Section 6 shall be payable at such time and in such amounts (except that the Bank shall pay any employee portion of the premiums with respect to coverage during the first three years following the Effective Date of the Merger) as if the Executive was still an employee of the Bank, subject to any increases in such amounts imposed by the insurance company or COBRA, and the amount of insurance premiums required to be paid by the Bank in any taxable year shall not affect the amount of insurance premiums required to be paid by the Bank in any other taxable year; and

(b) Upon the Executive attaining age 70, the Executive shall be provided coverage under any group Medicare supplement medical insurance plan then in effect and maintained by the Bank, or absent such plan by an individual Medicare supplement plan of the Executive’s choosing, and the Bank shall pay the premiums on such policy for a period ending with the Executive’s death.

7. FULL SETTLEMENT . Except as provided for in Section 5, the Bank’s obligation to pay the Base Salary and Consulting Fees provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action that the Bank may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement.

8. INDEMNIFICATION AND INSURANCE . Wesbanco will indemnify and hold harmless the Executive for all costs, liability and expenses (including reasonable attorneys' fees) during the Employment Period and following the Executive's Date of Termination, for all acts and omissions of the Executive that relate to the Executive's employment with ESB, Wesbanco or any of their affiliates, to the maximum extent permitted by law. The Executive shall be entitled to coverage under the directors' and officers' liability coverage maintained by Wesbanco, as in effect from time to time, to the same extent as senior executive officers and directors of Wesbanco, during the Employment Period and following the Executive's Date of Termination.

9. GROSS-UP PAYMENT BY WESBANCO . (a) In the event that any payment, benefit or distribution by or on behalf of Wesbanco, the Bank, ESB Financial or ESB to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, the Non-Competition Agreement being concurrently entered into by the parties (the “Non-Competition Agreement”), the Separation Agreement, the benefit plans of the foregoing entities or otherwise, but determined without regard to any additional payments required under this Section) (the "Payments") is determined to be a "parachute payment" within the meaning of Section 280G(b)(2) of the Code or any successor or substitute provision, with the effect that the Executive is liable for the payment of the excise tax described in Section 4999 of

the Code or any successor or substitute provision (the "Excise Tax"), then Wesbanco shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Payments and any federal, state and local income taxes, employment-related taxes (including Social Security and Medicare taxes) and Excise Tax on the Gross-Up Payment, shall be equal to the Payments.

(b) All determinations required to be made under this Section 9, and the assumptions to be utilized in arriving at such determination, shall be made by the certified public accounting firm used for auditing purposes by Wesbanco immediately prior to the Executive's separation from service (the "Accounting Firm"), which shall provide detailed supporting calculations both to Wesbanco and the Executive. Wesbanco shall pay all fees and expenses of the Accounting Firm. Any determination by the Accounting Firm shall be binding upon Wesbanco and the Executive, except as provided in subparagraph (c) below.

(c) As a result of the uncertainty in the application of Sections 280G and 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that the Internal Revenue Service ("IRS") or other agency will claim that a greater or lesser Excise Tax is due. In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating any Gross-Up Payment, the Executive shall repay to Wesbanco, within thirty (30) days following the date that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income taxes and employment-related taxes imposed on the Gross-Up Payment being repaid by the Executive to the extent that such repayment results in a reduction in Excise Tax and/or a federal, state or local income tax or employment-related tax), plus interest on the amount of such repayment at 120% of the short-term applicable federal rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the initial Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the initial Gross-Up Payment), which initial Gross-Up Payment may be zero, Wesbanco shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that the amount of such excess is finally determined.

Executive and Wesbanco shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Payments. Wesbanco shall pay all fees and expenses of the Executive relating to a claim by the IRS or other agency.

10. DELEGATION OF DUTIES, ASSIGNMENT OF RIGHTS, AND AMENDMENT . The Executive may not delegate the performance of any of her obligations or duties except as to such duties as may be performed by employees of Wesbanco or its affiliate bank in the ordinary course of their duties, nor assign any rights hereunder without the prior written consent of the Bank. Any such purported delegation or assignment in the absence of such written consent shall be void. This Employment Agreement cannot be altered or otherwise amended except pursuant to an instrument in writing signed by each of the parties hereto.

11. GOVERNING LAW AND ENTIRE AGREEMENT . This Employment Agreement shall be construed and governed in accordance with the laws of the State of Pennsylvania, contains the entire agreement between the parties with respect to the services contemplated herein, and supersedes all previous commitments in writing between the Bank and the Executive with respect to the subject matter hereof, provided that the Separation Agreement and the Non-Competition Agreement shall continue in full force and effect

12. MEMBERSHIP ON THE BOARD OF DIRECTORS . To the extent required under the Merger Agreement, the Executive shall be appointed to a position as a member of the Board of Directors of Wesbanco to serve for a minimum period of three (3) years.

13. MISCELLANEOUS .

(a) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive: Charlotte A. Zuschlag

At the address last appearing on

the personnel records of the Bank

If to Wesbanco or Wesbanco, Inc.

the Bank: 1 Bank Plaza

Wheeling, WV 26003-3362

Attn: Todd F. Clossin

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. In lieu of personal notice or deposit in the U.S. mail, a party may give notice by confirmed telegram, telex or fax, which shall be effective upon receipt.

(b) All reasonable costs and expenses (including fees and disbursements of counsel) incurred by the Executive in seeking to interpret this Agreement or enforce rights

pursuant to this Agreement shall be paid on behalf of or reimbursed to the Executive promptly by the Company, if the Executive is successful in any respect in asserting such rights.

(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d) The Executive’s or the Bank’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Bank may have hereunder shall not be deemed a waiver of similar provisions or rights at any subsequent time.

(e) This Agreement shall be null and void, ab initio, and of no further effect if the Merger Agreement is terminated before the Effective Date of the Merger.

(f) The parties may execute this Agreement in one or more counterparts, all of which together shall constitute one Agreement.

14. CERTAIN OBLIGATIONS OF WESBANCO . In the event that any provisions of this Agreement are subsequently deemed to be unenforceable in any respect against the Bank pursuant to applicable banking law, it is the intention of the parties to create pursuant to this Agreement a valid employment for a definite term with specified benefits. As an inducement for the Executive and the Bank to enter into this Agreement whereby the Executive would be employed by the Bank for a definite term, Wesbanco hereby undertakes the independent, separate and unconditional obligation to the Executive to pay all amounts which are or may become due to the Executive under this Agreement as set forth herein, regardless of the status of the direct or indirect enforceability or validity of the Bank's obligation to pay any or all such amounts as may be due hereunder to the Executive.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from their respective Boards of Directors, Wesbanco and the Bank have caused this Agreement to be executed in their respective names on their behalf, all as of the day and year first written above.

/s/ Charlotte A. Zuschlag

CHARLOTTE A. ZUSCHLAG

WESBANCO, INC.

By: /s/ Todd F. Clossin

Its President/CEO

WESBANCO BANK, INC.

By: /s/ Todd F. Clossin

Its President/CEO

EXHIBIT 10.3

NON-COMPETITION AGREEMENT

This Non-Competition Agreement (the “Agreement”) is entered into as of the 29th day of October 2014, by and between WESBANCO, INC. and WESBANCO BANK, INC. (collectively referred to as the “Buyer”) and CHARLOTTE A. ZUSCHLAG (the “Employee”).

WHEREAS , pursuant to an Agreement and Plan of Merger dated the 29th day of October 2014, by and among Buyer and ESB FINANCIAL CORPORATION and ESB BANK (collectively referred to as the “Seller”) (the “Merger Agreement”), the Seller will merge with and into the Buyer with the Buyer as the continuing entity (the “Merger”);

WHEREAS , the Employee serves as an executive officer of the Seller, and as a condition of the Merger, the Buyer, the Seller and the Employee have agreed to take reasonable measures to maintain and protect the franchise value of the Seller subsequent to the closing of the Merger;

WHEREAS , the Buyer and the Employee agree that in order to maintain the franchise value of the Seller it is important to the Buyer that the Employee remain employed by the Seller through the Effective Date (as defined in the Merger agreement”) of the Merger (the “Commencement Date”), and that thereafter, the Employee will be bound by a non-competition restriction in favor of the Buyer for a period of four (4) years following the Commencement Date in exchange for additional reasonable compensation for assumption of such restrictions and limitations; and

WHEREAS , the parties hereto recognize and acknowledge that the covenants set forth in this Agreement are necessary to protect the business and goodwill of the Seller to be acquired by the Buyer in connection with the Merger;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, including the payments to be made to the Employee pursuant to Section 4 of this Agreement, for which the sufficiency of such consideration is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

1. Non-competition. As of the Commencement Date and for a period of four (4) years thereafter (the “Non-compete Period”), the Employee shall not, without the prior written consent of the Buyer, directly or indirectly, whether or not for compensation, engage or invest in, own, manage, operate, finance, control or participate in ownership, management, operation, financing or control of, be employed by, associated with, or in any manner connected with, lend the Employee’s name or any similar name to, lend the Employee’s credit to, or render services or advice to, any business, including a credit union, savings bank, savings and loan association, savings and loan holding company, bank, bank holding company, mortgage company or similar type financial institution (including, without limitation, a de novo financial institution in its organizational phase), or any direct or indirect subsidiary or affiliate of such entity, whose products or activities compete or would compete in whole or in part with the products or activities of the Buyer or its subsidiaries within a thirty (30) miles radius of any office of the Buyer or the Seller during the Non-compete Period (the “Non-compete Area”), provided, however, that the Employee may purchase or otherwise acquire up to (but not more than) two percent of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise), and provided further that the Employee may borrow from or make deposits in any such enterprise. The Employee agrees that this covenant is reasonable with respect to its duration, geographical area, and scope. In the event of a breach by the Employee of any covenant set forth in this Section 1 of this Agreement, the term of such covenant will be extended by the period of the duration of such breach.

2. Nonsolicitation. During the Non-compete Period, the Employee will not, directly or indirectly, either for herself or any other Person (as defined herein), (i) induce or attempt to induce any employee of the Buyer or its subsidiaries to leave the employ of the Buyer or its subsidiaries, (ii) in any way interfere with the relationship between the Buyer or its subsidiaries and any employee of the Buyer or its subsidiaries, (iii) employ, or otherwise engage as an employee, independent contractor or otherwise, any employee of the Buyer or its subsidiaries, or (iv) induce or attempt to induce any customer, supplier, licensee or business relation of the Buyer or its subsidiaries to cease doing business with the Buyer or its subsidiaries, or in any way interfere with the relationship between any customer, supplier, licensee or business relation of the Buyer or its subsidiaries. During the Non-compete Period, the Employee will not, directly or indirectly, either for herself or any other Person solicit the business of any Person known to the Employee to be a customer of the Buyer or its subsidiaries, whether or not the Employee had personal contact with such Person, with respect to products or activities which compete in whole or in part with the products or activities of the Buyer or its subsidiaries, excluding general solicitations of the public that are not based in whole or in part on any list of customers of the Buyer or any of its subsidiaries. For purposes of this Agreement, “Person” shall include an individual, trust, estate, corporation, limited liability company, credit union, savings bank, savings and loan association, savings and loan holding company, bank, bank holding company, mortgage company or similar type financial institution, including, without limitation, a de novo financial institution in its organizational phase.

3. Confidentiality. The Employee acknowledges and agrees to treat as confidential all information known or obtained by the Employee, whether before or after the date hereof, concerning the Buyer or the Seller, or their respective subsidiaries’ records, properties, books, contracts, commitments and affairs, including but not limited to, information regarding accounts, shareholders, finances, strategies, marketing, customers and potential customers and other information of a similar nature (such information, “Confidential Information”). The Employee agrees that she will not, at any time, disclose to any unauthorized Persons, or use for her own account or for the benefit of any third party any Confidential Information, whether or not the Confidential Information is embodied in writing or other physical form, without the Buyer’s express written consent, unless and to the extent that such Confidential Information is or becomes generally known to and available for use by the public other than as a result of the Employee’s fault or the fault of any other Person bound by a duty of confidentiality to the Buyer.

4. Compensation. In consideration of the covenants contained in this Agreement, the Buyer shall pay to the Employee the sum of One Million Sixty-one Thousand Dollars ($1,061,000.00) in a single lump-sum on the Effective Date of the Merger (the “Payment”). The Payment shall be subject to applicable tax reporting and may be subject to tax withholding.

5. Remedies. The parties hereto, recognizing that irreparable injury will result to the Buyer, its business and property in the event of the Employee’s breach of this Agreement, hereby consent, in the event of any such breach by the Employee, to an injunction in favor of the Buyer, in addition to any other remedies and damages available, to restrain the violation hereof by the Employee, the Employee’s partners, agents, servants, employers, employees and all persons acting for or with the Employee. The Employee represents and admits that the Employee’s experience and capabilities are such that the Employee can obtain employment in a business engaged in other industries and/or a different nature than the Buyer, and that the enforcement of a remedy by way of injunction will not prevent the Employee from earning a livelihood. Nothing herein will be construed as prohibiting the Buyer from pursuing any other remedies available to the Buyer for such breach or threatened breach, including the recovery of damages from the Employee. The Employee acknowledges that in addition to or in lieu of the Buyer seeking injunctive relief, the Buyer may also seek to recoup in a judicial proceeding any or all amounts paid by the Buyer to the Employee pursuant to Section 4 hereof. Each of the remedies available to the Buyer in the event of a breach by the Employee shall be cumulative and not mutually exclusive.

6. Waiver. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power or privilege under this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement.

7. Successors and Assigns. This Agreement shall be binding upon the Employee and the Buyer and will inure to the benefit of the Buyer and its affiliates, successors and assigns and the Employee and the Employee’s assigns, estate, heirs and legal representatives.

8. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to conflicts of laws principles.

9. Severability. If any provision in this Agreement is declared or determined by any court to be illegal, void or unenforceable, the illegality or unenforceability of such provision shall have no effect upon, and shall not impair, the enforceability or validity of any other provisions in this Agreement. If any of the covenants set forth in this Agreement are held to be unreasonable, arbitrary or against public policy, such covenants will be considered divisible with respect to scope, time and geographic area, and in such lesser scope, time and geographic area will be effective, binding and enforceable against the Employee.

10. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement.

11. Termination. This Agreement shall be terminated and shall have no further force or effect if, and at such time as, the Merger Agreement is terminated. In the event that the Merger becomes effective and the Payment is made to the Employee, this Agreement and the Non-compete Period herein shall remain in effect between the parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

WESBANCO, INC. (“Buyer”)

ATTEST: By /s/ Todd F. Clossin

Its President / CEO

/s/ Linda M. Woodfin

Secretary

WESBANCO BANK, INC. (“Buyer”)

ATTEST: By /s/ Todd F. Clossin

Its President / CEO

/s/ Linda M. Woodfin

Secretary

/s/ Frank D. Martz /s/ Charlotte A. Zuschlag

Witness CHARLOTTE A. ZUSCHLAG

EXHIBIT 99.1

NEWS FOR IMMEDIATE RELEASE

February 10, 2015

WesBanco, Inc.

1 Bank Plaza

Wheeling, WV 26003

And

ESB Financial Corporation

600 Lawrence Avenue

Ellwood City, PA 16117

For Further Information Contact:

Todd F. Clossin (304) 234-9202

President & CEO, WesBanco, Inc.

Charlotte A. Zuschlag

(724) 758-5584

WesBanco, Inc. Consummates Merger with ESB Financial Corporation and Appoints Directors

Wheeling, WV, and Ellwood City, PA - February 10, 2015 - WesBanco, Inc. (“WesBanco”) (NASDAQ Global Select Market: WSBC), a multi-state bank holding company headquartered in Wheeling, West Virginia, and ESB Financial Corporation (“ESB”) ( NASDAQ Global Select Market: ESBF ), headquartered in Ellwood City, Pennsylvania, jointly announced today the consummation of WesBanco’s acquisition of ESB and the appointment of two directors to the WesBanco board of directors (“Board”). Todd F. Clossin, President and Chief Executive Officer, of WesBanco and Charlotte A. Zuschlag, President and Chief Executive Officer of ESB, made the joint announcement.

The merger, which was previously announced on October 29, 2014, was approved by all appropriate regulatory agencies, and, on January 22, 2015, by the shareholders of ESB. In addition, the issuance of shares of WesBanco common stock in connection with the merger was approved by shareholders of WesBanco on January 22, 2015. Under the terms of the Agreement and Plan of Merger, ESB’s shareholders will receive 0.502 of a share of WesBanco common stock and $1.76 in cash for each share of ESB common stock held. As a result of the merger, WesBanco added Charlotte A. Zuschlag from the board of directors of ESB and Ronald W. Owen from the board of directors of ESB Bank, to the WesBanco Board.

Todd F. Clossin, President and Chief Executive Officer of WesBanco, stated, "With the acquisition of ESB, WesBanco has become a top 10 player in the Pittsburgh market. We believe we can provide customers of ESB with a broader array of banking services, including expanded commercial and mortgage lending capabilities as well as trust and wealth management services. We are also excited about working with the experienced and successful employees of ESB.”

“We are thrilled to join the WesBanco team,” said Charlotte A. Zuschlag, former President and Chief Executive Officer of ESB and ESB Bank. “With this merger, we have built upon our community banking heritage while providing enhanced strength, size and stability for our customers and the communities we serve.”

Former offices of ESB Bank will continue to operate under the ESB Bank name until late April of 2015, when they will be transitioned to WesBanco Bank in conjunction with the expected data processing conversion. Subsequent to the conversion date, ESB customers will continue to conduct their regular banking transactions at ESB’s banking locations. WesBanco’s partnership with STARsf/Allpoint ATM Network will provide WesBanco ATM/Debit card acceptance in more than 43,000 ATMs worldwide - surcharge free. STARsf/Allpoint ATMs are also found in local, regional and national retail merchants across all 50 states, as well as globally with ATMs in Puerto Rico, Australia, Mexico and the United Kingdom. It is anticipated that ESB customers will be provided with this increased ATM access in late April of 2015.

WesBanco’s merger with ESB creates a multi-state bank holding company of approximately $8.3 billion in total assets providing banking services through 143 locations and 128 ATMs in West Virginia, Ohio and Pennsylvania. The transaction further expands WesBanco’s franchise in the western Pennsylvania region. Prior to the merger with WesBanco, ESB operated 23 banking offices located in western Pennsylvania. WesBanco’s banking subsidiary is WesBanco Bank, Inc., headquartered in Wheeling, West Virginia. In addition, WesBanco operates an insurance brokerage company, WesBanco Insurance Services, Inc., and a full service broker/dealer, WesBanco Securities, Inc.

Forward-looking Statements:

This press release contains certain forward-looking statements, including certain plans, expectations, goals, and projections, and including statements about the benefits of the merger between WesBanco and ESB, which are subject to numerous assumptions, risks, and uncertainties. Actual results could differ materially from those contained or implied by such statements for a variety of factors including: the businesses of WesBanco and ESB may not be integrated successfully or such integration may take longer to accomplish than expected; the expected cost savings and any revenue synergies from the merger may not be fully realized within the expected timeframes; disruption from the merger may make it more difficult to maintain relationships with clients, associates, or suppliers; the required governmental approvals of the merger may not be obtained on the proposed terms and schedule; changes in economic conditions; movements in interest rates; competitive pressures on product pricing and services; success and timing of other business strategies; the nature, extent, and timing of governmental actions and reforms; and extended disruption of vital infrastructure; and other factors described in WesBanco's 2013 Annual Report on Form 10-K, ESB's 2013 Annual Report on Form 10-K, and documents subsequently filed by WesBanco and ESB with the Securities and Exchange Commission, including both companies’ Form 10-Qs as of March 31, June 30, and September 30, 2014. All forward-looking statements included in this news release are based on information available at the time of the release. WesBanco assumes no obligation to update any forward-looking statement.