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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D. C. 20549


FORM 10-KSB

(Mark One)



|    |                                                                                         
|--- | ----------------------------------------------------------------------------------------
|[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,
2003

OR



|    |                                                                                             
|--- | --------------------------------------------------------------------------------------------
|[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period
from           to

Commission file number 333-93437

Centra Financial Holdings, Inc.

(Exact name of Registrant as specified in its
charter)


|                                                                   |  |                                     
|------------------------------------------------------------------ |  | ------------------------------------
|West Virginia                                                      |  | 55-0770610                          
|(State or other jurisdiction of incorporation or
    organization) |  | (I.R.S. Employer Identification No.)
|                                                                  
|990 Elmer Prince Drive, Morgantown,
    WV                         |  | 26505                               
|(Address of principal executive offices)                           |  | (Zip Code)                          

Registrants telephone number, including
area code:(304) 598-2000

Securities registered pursuant to
Section 12(b) of the Act: None

Securities registered pursuant to
Section 12(g) of the Act: Common Stock, Par Value $1 per
share

Indicate by check mark whether the Registrant
(1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for
the past
90 days.  Yes [ü]  No [ ]

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be
contained, to the best of Registrants knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to
this Form 10-K.  [ ]

For the year ended December 31, 2003, the
Registrant had total revenues of $17,420,000.

Based upon the average selling price of sales
known to the Registrant of the common shares of the Registrant
during the period from January 1, 2002 to February 28,
2004, the aggregate market value of the Common Shares of the
Registrant held by nonaffiliates during that time was
$25,969,026. For this purpose, certain executive officers and
directors are considered affiliates.

As of February 28, 2004, the Registrant had
2,320,550 shares of common stock outstanding with a par value of
$1.

Documents Incorporated by Reference:

Portions of Registrants definitive Proxy
Statement relating to the Annual Meeting to be held
April 15, 2004, are incorporated by reference into Part III
of this Annual Report on Form 10-KSB.



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TABLE OF CONTENTS

|              |  |                                                                                           |    |      |    | 
|------------- |  | ----------------------------------------------------------------------------------------- | -- | ---- | -- | 
|              |  |                                                                                           |    | Page
|              |  |                                                                                           |    |     
|PART I        |  |                                                                                           |    |      |    | 
|Item 1.       |  | Business                                                                                  |    |      | 3  | 
|Item 2.       |  | Properties                                                                                |    |      | 8  | 
|Item 3.       |  | Legal Proceedings                                                                         |    |      | 8  | 
|Item 4.       |  | Submission of Matters to a
    Vote of Security Holders                                   |    |      | 9  | 
|             
|PART II       |  |                                                                                           |    |      |    | 
|Item 5.       |  | Market for Registrants
    Common Stock and Related Stockholder Matters                  |    |      | 9  | 
|Item 6.       |  | Selected Financial Data                                                                   |    |      | 10 | 
|Item 7.       |  | Managements Discussion
    and Analysis of Financial Condition and Results of Operations |    |      | 10 | 
|Item 7A.      |  | Quantitative and Qualitative
    Disclosures about Market Risk                            |    |      | 27 | 
|Item 8.       |  | Financial Statements and
    Supplementary Data                                           |    |      | 27 | 
|Item 9.       |  | Changes in and Disagreements
    with Accountants on Accounting and Financial Disclosure  |    |      | 28 | 
|Item 9A.      |  | Controls and Procedures                                                                   |    |      | 28 | 
|             
|PART III      |  |                                                                                           |    |      |    | 
|Item 10.      |  | Directors and Executive
    Officers of the Registrant                                    |    |      | 50 | 
|Item 11.      |  | Executive Compensation                                                                    |    |      | 50 | 
|Item 12.      |  | Security Ownership of
    Certain Beneficial Owners and Management                        |    |      | 50 | 
|Item 13.      |  | Certain Relationships and
    Related Transactions                                        |    |      | 50 | 
|Item 14.      |  | Principal Accounting Fees
    and Services                                                |    |      | 50 | 
|             
|PART IV       |  |                                                                                           |    |      |    | 
|Item 15.      |  | Exhibits, Financial
    Statement Schedules and Reports on Form 8-K                       |    |      | 51 | 
|Signatures    |  |                                                                                           | 52 |     
|Exhibit Index |  |                                                                                           | 53 |     








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PART I




ITEM
1.     BUSINESS

Centra Financial Holdings, Inc., or Centra, was
formed on October 25, 1999 as a bank holding company.
Centra Bank, Inc., or the bank, was formed on September 27, 1999
and chartered under the laws of the state of West Virginia. The
bank commenced operations on February 14, 2000. During the
first quarter of 2001, Centra formed two second-tier holding
companies (Centra Financial Corporation  Morgantown,
Inc. and Centra Financial Corporation  Martinsburg,
Inc.) to manage the banking operations of Centra Bank, the sole
bank subsidiary, in those markets.

Centra operates offices in the Suncrest,
Waterfront, and Cheat Lake areas of Morgantown and the
Williamsport Pike, Foxcroft Avenue, and South Berkeley areas of
Martinsburg, West Virginia. At December 31, 2003, Centra
had total assets of $349.7 million, total loans of
$295.9 million, total deposits of $302.4 million and
total stockholders equity of $27.8 million.

Centras business activities are currently
confined to one segment which is community banking. As a
community banking entity, Centra offers its customers a full
range of products through various delivery channels. Such
products and services include checking accounts, NOW accounts,
money market deposit accounts, savings accounts, time
certificates of deposit, commercial, installment, commercial
real estate and residential real estate mortgage loans, debit
cards, and safe deposit rental facilities. Centra also offers
travelers checks and official checks. Services are provided
through our walk-in offices, automated teller machines
(ATMs), six automobile drive-in facilities, banking
by phone and internet-based banking. Additionally, Centra offers
a full line of investment products through an unaffiliated
registered broker-dealer.

At December 31, 2003, Centra had 98
full-time equivalent employees. Centras principal office
is located at 990 Elmer Prince Drive, Morgantown, West Virginia
26505, and its telephone number is (304) 598-2000.
Centras Internet web site is www.centrabank.com.

Since the opening date of February 14, 2000,
Centra has experienced significant growth in assets, loans and
deposits due to overwhelming community and customer support,
both in the Monongalia and Berkeley county markets.

During 2003, Centra continued to focus on
internal growth as the primary method for reaching performance
goals. Centra reviews key performance indicators on a regular
basis to measure our success. We cannot assure you, however,
that Centra will be able to continue to grow, or if it does,
that any further growth or expansion will result in an increase
in Centras earnings, dividends, book value or the market
value of its common shares.

Recent Additions

During the third quarter of 2003, Centra opened a
full-service banking office at 101 Venture Drive in the Cheat
Lake area of Morgantown. This facility significantly enhances
Centras ability to satisfy customers banking needs
in the Monongalia County market.

During the fourth quarter of 2003, Centra
acquired land in Inwood, Berkeley County, West Virginia, for the
purpose of constructing a full-service banking office. The
expected opening date of this office is the fourth quarter of
2004. Centra has opened a temporary office on an adjacent site
and will operate this facility until construction is completed
on the permanent site.

Customers and Markets

Centras market areas have a diverse
economic structure. Principal industries in Monongalia County
include health care, West Virginia University, metals, plastics
and petrochemical manufacturing; oil, gas and coal production;
and related support industries. Principal industries in Berkeley
County include manufacturing, warehousing, Federal government
and printing and binding. In addition, tourism, education

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and other service-related industries are
important and growing components of the economy of both markets.
Consequently, Centra does not depend upon any one industry
segment for its business opportunities.


Centra originates various types of loans,
including commercial and commercial real estate loans,
residential real estate loans, home equity lines of credit, real
estate construction loans, and consumer loans (loans to
individuals). In general, Centra retains most of its originated
loans (exclusive of certain long-term, fixed rate residential
mortgages that are sold servicing released) and, therefore,
secondary market activity is minimal. However, loans originated
in excess of Centras legal lending limit are participated
to other banking institutions and the servicing of those loans
is retained by Centra. Centras loan originations include a
broad range of industrial classifications. Management has
identified four areas of loan concentrations to borrowers
engaged in the same or similar industries. However, loans within
these areas are not concentrated to a single borrower or in a
single geographic area. Management does not believe these
concentrations are detrimental to the bank although new loan
requests in those areas are more closely scrutinized before
approving additional loans in those risk categories. Centra has
no loans to foreign entities. Centras lending market areas
are primarily concentrated in Monongalia and Berkeley County,
West Virginia, and neighboring areas of Pennsylvania, West
Virginia, Virginia, Maryland and Ohio.

Commercial Loans

At December 31, 2003, Centra had outstanding
approximately $211.7 million in commercial loans, including
commercial, commercial real estate, financial and agricultural
loans. These loans represented approximately 71% of the total
aggregate loan portfolio as of that date.

Lending
Practices.Commercial lending
entails significant additional risks as compared with consumer
lending (i.e., single-family residential mortgage
lending, and installment lending). In addition, the payment
experience on commercial loans typically depends on adequate
cash flow of a business and thus may be subject, to a greater
extent, to adverse conditions in the general economy or in a
specific industry. Loan terms include amortization schedules
commensurate with the purpose of each loan, the source of
repayment and the risk involved. Extensions of credit to
borrowers whose aggregate total debt, including the principal
amount of the proposed loan, exceeds $2.00 million require
board approval. The primary analysis technique used in
determining whether to grant a commercial loan is the review of
a schedule of estimated cash flows to evaluate whether
anticipated future cash flows will be adequate to service both
interest and principal due. In addition, Centra reviews
collateral to determine its value in relation to the loan in the
event of a foreclosure.

Centra periodically evaluates all new commercial
loans greater than $100,000 and on an annual basis, all loans
greater than $250,000. If deterioration in credit worthiness has
occurred, Centra takes effective and prompt action designed to
assure repayment of the loan. Upon detection of the reduced
ability of a borrower to meet original cash flow obligations,
the loan is considered an impaired loan and reviewed for
possible downgrading or placement on non-accrual status.

Consumer Loans

At December 31, 2003, Centra had outstanding
consumer loans in an aggregate amount of approximately
$22.8 million or approximately 8% of the aggregate total
loan portfolio.

Lending
Practices.Consumer loans
generally involve more risk as to collectibility than mortgage
loans because of the type and nature of the collateral and, in
certain instances, the absence of collateral. As a result,
consumer lending collections are dependent upon the
borrowers continued financial stability, and thus are more
likely to be adversely affected by employment loss, personal
bankruptcy, or adverse economic conditions. Credit approval for
consumer loans requires demonstration of sufficiency of income
to repay principal and interest due, stability of employment, a
positive credit record and sufficient collateral for secured
loans. It is the policy of Centra to review its consumer loan
portfolio monthly and to charge off loans that do not meet its
standards and to adhere strictly to all laws and regulations
governing consumer

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lending. The loan committees are responsible for
monitoring performance in this area and for advising and
updating loan personnel.


Centra offers credit life insurance and health
and accident insurance to all qualified buyers, thus reducing
risk of loss when a borrowers income is terminated or
interrupted.

Real Estate Loans

At December 31, 2003, Centra had
approximately $61.4 million of residential real estate
loans, home equity lines of credit, and construction mortgages
outstanding, representing 21% of total loans outstanding.

Lending
Practices.Centra generally
requires that the residential real estate loan amount be no more
than 80% of the purchase price or the appraised value of the
real estate securing the loan, unless the borrower obtains
private mortgage insurance for the percentage exceeding 80%.
Occasionally, Centra may lend up to 100% of the appraised value
of the real estate. The risk conditions of these loans are
considered during underwriting for the purposes of establishing
an interest rate compatible with the risks inherent in mortgage
lending and based on the equity of the home. Loans made in this
lending category are generally one to five year adjustable rate,
fully amortizing mortgages. Centra also originates fixed rate
real estate loans and generally sells these loans in the
secondary market, servicing released. All real estate loans are
secured by first mortgages with evidence of title in favor of
Centra in the form of an attorneys opinion of the title or
a title insurance policy. Centra also requires proof of hazard
insurance with Centra named as the mortgagee and as the loss
payee. Generally, full appraisals are obtained for all loans.
Appraisals are obtained from licensed appraisers.

Home Equity
Loans.Home equity lines of credit
are generally made as second mortgages by Centra. The maximum
amount of a home equity line of credit is generally limited to
80% of the appraised value of the property less the balance of
the first mortgage. Centra will lend up to 100% of the appraised
value to the property at higher interest rates which are
considered compatible with the additional risk assumed in these
types of loans. The home equity lines of credit are written with
20 terms, but are subject to review upon request for renewal.

Construction
Loans.Construction financing is
generally considered to involve a higher degree of risk of loss
than long-term financing on improved, occupied real estate. Risk
of loss on a construction loan is dependent largely upon the
accuracy of the initial estimate of the propertys value at
completion of construction and the estimated cost (including
interest) of construction. If the estimate of construction cost
proves to be inaccurate, Centra may advance funds beyond the
amount originally committed to permit completion of the project.

Competition

Centra experiences significant competition in
attracting depositors and borrowers. Competition in lending
activities comes principally from other commercial banks,
savings associations, insurance companies, governmental
agencies, credit unions, brokerage firms and pension funds. The
primary factors in competing for loans are interest rate and
overall lending services. Competition for deposits comes from
other commercial banks, savings associations, money market funds
and credit unions as well as from insurance companies and
brokerage firms. The primary factors in competing for deposits
are interest rates paid on deposits, account liquidity,
convenience of office location, and overall financial condition.
Centra believes that its size and community approach provides
flexibility, which enables the bank to offer an array of banking
products and services.

Centra primarily focuses on the Morgantown and
Martinsburg markets for its products and services. Management
believes Centra has developed a niche and a level of expertise
in serving these communities.

Centra operates under a needs-based
selling approach that management believes has proven successful
in serving the financial needs of most customers. It is not
Centras strategy to compete solely on the basis of
interest rate. Management believes that a focus on customer
relationships and service will

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promote our customers continued use of
Centras financial products and services and will lead to
enhanced revenue opportunities.


Supervision and Regulation

The following is a summary of certain statutes
and regulations affecting Centra and its subsidiaries and is
qualified in its entirety by reference to such statutes and
regulations:

Bank Holding Company
Regulation.Centra is a bank
holding company under the Bank Holding Company Act of 1956,
which restricts the activities of Centra and any acquisition by
Centra of voting stock or assets of any bank, savings
association or other company. Centra is also subject to the
reporting requirements of, and examination and regulation by,
the Federal Reserve Board. Centras subsidiary bank, Centra
Bank, is subject to restrictions imposed by the Federal Reserve
Act on transactions with affiliates, including any loans or
extensions of credit to Centra or its subsidiaries, investments
in the stock or other securities thereof and the taking of such
stock or securities as collateral for loans to any borrower; the
issuance of guarantees, acceptances or letters of credit on
behalf of Centra and its subsidiaries; purchases or sales of
securities or other assets; and the payment of money or
furnishing of services to Centra and other subsidiaries. Centra
is prohibited from acquiring direct or indirect control of more
than 5% of any class of voting stock or substantially all of the
assets of any bank holding company without the prior approval of
the Federal Reserve Board. Centra and its subsidiaries are
prohibited from engaging in certain tying arrangements in
connection with extensions of credit and/or the provision of
other property or services to a customer by Centra or its
subsidiaries.

On July 30, 2002, the Senate and the House
of Representatives of the United States (Congress) enacted the
Sarbanes-Oxley Act of 2002, a law that addresses, among other
issues, corporate governance, auditing and accounting, executive
compensation, and enhanced and timely disclosure of corporate
information. The New York Stock Exchange has also proposed
corporate governance rules that were presented to the Securities
and Exchange Commission for review and approval. The proposed
changes are intended to allow stockholders to more easily and
efficiently monitor the performance of companies and directors.

Effective August 29, 2002, as directed by
Section 302(a) of Sarbanes-Oxley, Centras chief
executive officer and chief financial officer are each required
to certify that Centras Quarterly and Annual Reports do
not contain any untrue statement of a material fact. The rules
have several requirements, including having these officers
certify that: they are responsible for establishing, maintaining
and regularly evaluating the effectiveness of Centras
internal controls; they have made certain disclosures to
Centras auditors and the audit committee of the Board of
Directors about Centras internal controls; and they have
included information in Centras Quarterly and Annual
Reports about their evaluation and whether there have been
significant changes in Centras internal controls or in
other factors that could significantly affect internal controls
subsequent to the evaluation. Effective in 2005,
Section 404 of Sarbanes-Oxley will become applicable to
Centra.

The Gramm-Leach-Bliley Act (also known as the
Financial Services Modernization Act of 1999) permits bank
holding companies to become financial holding companies. This
allows them to affiliate with securities firms and insurance
companies and to engage in other activities that are financial
in nature. A bank holding company may become a financial holding
company if each of its subsidiary banks is well capitalized, is
well managed and has at least a satisfactory rating under the
Community Reinvestment Act. No regulatory approval will be
required for a financial holding company to acquire a company,
other than a bank or savings association, engaged in activities
that are financial in nature or incidental to activities that
are financial in nature, as determined by the Federal Reserve
Board.

The Financial Services Modernization Act defines
financial in nature to include: securities
underwriting, dealing and market making; sponsoring mutual funds
and investment companies; insurance underwriting and agency;
merchant banking activities; and activities that the Federal
Reserve Board has determined to be closely related to banking. A
bank also may engage, subject to limitations on investment, in
activities that are financial in nature, other than insurance
underwriting, insurance company portfolio

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investment, real estate development and real
estate investment, through a financial subsidiary of the bank,
if the bank is well capitalized, well managed and has at least a
satisfactory Community Reinvestment Act rating. The specific
effects of the enactment of the Financial Services Modernization
Act on the banking industry in general and on Centra in
particular have yet to be determined because of that Acts
recent adoption.


Banking Subsidiary
Regulation.Centra Bank was
chartered as a state bank and is regulated by the West Virginia
Division of Banking and the Federal Deposit Insurance
Corporation. Centra Bank provides FDIC insurance on its deposits
and is a member of the Federal Home Loan Bank of Pittsburgh.

Federal Deposit Insurance
Corporation

The FDIC insures the deposits of Centra Bank and
Centra Bank is subject to the applicable provisions of the
Federal Deposit Insurance Act. The FDIC may terminate a
banks deposit insurance upon finding that the institution
has engaged in unsafe or unsound practices, is in an unsafe or
unsound condition to continue operations, or has violated any
applicable law, regulation, rule, order or condition enacted or
imposed by the banks regulatory agency.

Federal Home Loan Bank

The FHLB provides credit to its members in the
form of advances. As a member of the FHLB of Pittsburgh, Centra
Bank must maintain an investment in the capital stock of that
FHLB in an amount equal to the greater of 1.0% of the aggregate
outstanding principal amount of its respective residential
mortgage loans, home purchase contracts and similar obligations
at the beginning of each year, or 5% of its advances from the
FHLB.

Capital Requirements

Federal Reserve
Board.The Federal Reserve Board
has adopted risk-based capital guidelines for bank holding
companies. The risk-based capital guidelines include both a
definition of capital and a framework for calculating
risk-weighted assets by assigning assets and off-balance sheet
items to broad risk categories. For further discussion regarding
Centras risk-based capital requirements, see Note 11
of the Notes to the Consolidated Financial Statements included
in Item 8 of this Form 10-KSB.

West Virginia Division of
Banking.State banks, such as
Centra Bank, are subject to similar capital requirements adopted
by the West Virginia Division of Banking.

Limits on Dividends

Centras ability to obtain funds for the
payment of dividends and for other cash requirements largely
depends on the amount of dividends Centra Bank declares.
However, the Federal Reserve Board expects Centra to serve as a
source of strength to Centra Bank. The Federal Reserve Board may
require Centra to retain capital for further investment in
Centra Bank, rather than pay dividends to its shareholders.
Centra Bank may not pay dividends to Centra if, after paying
those dividends, Centra Bank would fail to meet the required
minimum levels under the risk-based capital guidelines and the
minimum leverage ratio requirements. Centra Bank must have the
approval from the West Virginia Department of Banking if a
dividend in any year would cause the total dividends for that
year to exceed the sum of the current years net earnings
as defined and the retained earnings for the preceding two years
as defined, less required transfers to surplus. These provisions
could limit Centras ability to pay dividends on its
outstanding common shares. As disclosed in Note 11 of the
Notes to the Consolidated Financial Statements included in
Item 8 of this Form 10-KSB, Centra has $5,790,000
available for dividends at January 1, 2004.

Federal and State Laws

Centra Bank is subject to regulatory oversight
under various consumer protection and fair lending laws. These
laws govern, among other things, truth-in-lending disclosure,
equal credit opportunity, fair

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credit reporting and community reinvestment.
Failure to abide by federal laws and regulations governing
community reinvestment could limit the ability of a bank to open
a new branch or engage in a merger transaction. Community
reinvestment regulations evaluate how well and to what extent a
bank lends and invests in its designated service area, with
particular emphasis on low-to-moderate income communities and
borrowers in such areas.


Monetary Policy and Economic
Conditions

The business of financial institutions is
affected not only by general economic conditions, but also by
the policies of various governmental regulatory agencies,
including the Federal Reserve Board. The Federal Reserve Board
regulates money and credit conditions and interest rates to
influence general economic conditions primarily through open
market operations in U.S. government securities, changes in the
discount rate on bank borrowings and changes in the reserve
requirements against depository institutions deposits.
These policies and regulations significantly affect the overall
growth and distribution of loans, investments and deposits, and
the interest rates charged on loans, as well as the interest
rates paid on deposits and accounts.

The monetary policies of the Federal Reserve
Board have had a significant effect on the operating results of
financial institutions in the past and are expected to continue
to have significant effects in the future. In view of the
changing conditions in the economy and the money markets and the
activities of monetary and fiscal authorities, Centra cannot
predict future changes in interest rates, credit availability or
deposit levels.

Effect of Environmental Regulation

Centras primary exposure to environmental
risk is through its lending activities. In cases when management
believes environmental risk potentially exists, Centra mitigates
its environmental risk exposures by requiring environmental site
assessments at the time of loan origination to confirm
collateral quality as to commercial real estate parcels posing
higher than normal potential for environmental impact, as
determined by reference to present and past uses of the subject
property and adjacent sites. Environmental assessments are
typically required prior to any foreclosure activity involving
non-residential real estate collateral.

With regard to residential real estate lending,
management reviews those loans with inherent environmental risk
on an individual basis and makes decisions based on the dollar
amount of the loan and the materiality of the specific credit.

Centra anticipates no material effect on
anticipated capital expenditures, earnings or competitive
position as a result of compliance with federal, state or local
environmental protection laws or regulations.




ITEM
2.     PROPERTIES

Centras sole banking subsidiary, Centra
Bank, leases its main office on Elmer Prince Drive and Cheat
Lake office in Morgantown. Centra Bank also leases its offices
on Foxcroft Avenue, Williamsport Pike, and Winchester Avenue in
Martinsburg. Rent expense on the leased properties totaled
$518,000 in 2003, $409,000 in 2002, and $330,000 in 2001. The
main banking office is leased from a Limited Liability Company,
two-thirds of which is owned by two directors of Centra. Rent
expense for the building approximated $297,000, $218,000, and
$223,000 in 2003, 2002, and 2001, respectively.

Additional information concerning the property
and equipment owned or leased by Centra and its subsidiaries is
incorporated herein by reference from Note 5. Bank
Premises and Equipment of the Notes to the Consolidated
Financial Statements included in Item 8 of this
Form 10-KSB.




ITEM 3.     LEGAL
PROCEEDINGS

There are no pending legal proceedings to which
Centra or its subsidiaries are a party or to which any of their
property is subject.

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ITEM
4.     SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS

Not applicable.




PART II




ITEM 5.     MARKET
FOR REGISTRANTS COMMON STOCK AND RELATED STOCKHOLDER
MATTERS

Centras common shares are not traded on any
national exchange.

The table presented below sets forth the
estimated market value for the indicated periods based upon
sales known to management with respect to Centras common
shares. The information set forth in the table is based on
Centras knowledge of certain arms-length transactions in
the stock. In addition, dividends are subject to the
restrictions described in Note 11 to the financial statements.

Quarterly Market and Dividend
Information:

|               |  |              |       |          |  |              |      |          |  |   |       |  |  |   |      | 
|-------------- |  | ------------ | ----- | -------- |  | ------------ | ---- | -------- |  | - | ----- |  |  | - | ---- | 
|               |  |              |       |         
|               |  | 2003         |       | 2002    
|               |  |              |       |         
|               |  | Estimated    |       |          |  | Estimated    |      |         
|               |  | Market Value |       |          |  | Market Value |      |         
|               |  | Per Share    |       | Dividend |  | Per Share    |      | Dividend
|               |  |              |       |          |  |              |      |         
|Fourth Quarter |  | $            | 15.50 |          |  | $            | 0.00 |          |  | $ | 15.50 |  |  | $ | 0.00 | 
|Third Quarter  |  |              | 15.50 |          |  |              | 0.00 |          |  |   | 15.00 |  |  |   | 0.00 | 
|Second Quarter |  |              | 15.50 |          |  |              | 0.00 |          |  |   | 15.00 |  |  |   | 0.00 | 
|First Quarter  |  |              | 15.50 |          |  |              | 0.00 |          |  |   | 12.50 |  |  |   | 0.00 | 

Centra had 797 stockholders of record at
December 31, 2003.

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ITEM 6.     SELECTED
FINANCIAL DATA

The information below has been derived from
Centras Consolidated Financial Statements. Centra began
operations on February 14, 2000.

|                                                         |                              |      |           |      |   |      |           |      |   |   |           |       |    |   |           |        |   
|-------------------------------------------------------- | ---------------------------- | ---- | --------- | ---- | - | ---- | --------- | ---- | - | - | --------- | ----- | -- | - | --------- | ------ | --
|                                                         |                              | 2003 |           | 2002 |   | 2001 |           | 2000
|(Dollars in Thousands, except Ratios and Per Share Data) |                              |      |           |      |   |      |           |     
|Operating Data                                           |                              |      |           |      |   |      |           |      |   |   |           |       |    |   |           |       
|For the year ended:                                      |                              |      |           |      |   |      |           |      |   |   |           |       |    |   |           |       
|Total interest income                                    |                              | $    | 14,634    |      |   | $    | 10,566    |      |   | $ | 7,118     |       |    | $ | 3,196     |       
|Total interest expense                                   |                              |      | 5,304     |      |   |      | 4,312     |      |   |   | 3,662     |       |    |   | 1,767     |       
|Net interest income                                      |                              |      | 9,330     |      |   |      | 6,254     |      |   |   | 3,456     |       |    |   | 1,429     |       
|Provision for loan losses                                |                              |      | 2,099     |      |   |      | 967       |      |   |   | 793       |       |    |   | 636       |       
|Other income                                             |                              |      | 2,786     |      |   |      | 1,529     |      |   |   | 753       |       |    |   | 105       |       
|Other expense                                            |                              |      | 8,157     |      |   |      | 5,891     |      |   |   | 4,312     |       |    |   | 2,384     |       
|Income tax (benefit)                                     |                              |      | (104      | )    |   |      |          |      |   |   |          |       |    |   |          |       
|Net income (loss)                                        |                              |      | 1,964     |      |   |      | 925       |      |   |   | (896      | )     |    |   | (1,486    | )     
|                                                        
|Balance Sheet Data                                       |                              |      |           |      |   |      |           |      |   |   |           |       |    |   |           |       
|At year-end:                                             |                              |      |           |      |   |      |           |      |   |   |           |       |    |   |           |       
|Total assets                                             |                              | $    | 349,708   |      |   | $    | 266,236   |      |   | $ | 155,560   |       |    | $ | 76,794    |       
|Investment securities                                    |                              |      | 22,895    |      |   |      | 37,170    |      |   |   | 13,096    |       |    |   | 23,422    |       
|Net loans                                                |                              |      | 291,468   |      |   |      | 184,362   |      |   |   | 117,239   |       |    |   | 41,783    |       
|Total deposits                                           |                              |      | 302,355   |      |   |      | 214,868   |      |   |   | 128,334   |       |    |   | 62,900    |       
|Stockholders equity                                     |                              |      | 27,838    |      |   |      | 25,871    |      |   |   | 14,161    |       |    |   | 10,060    |       
|                                                        
|Significant Ratios                                       |                              |      |           |      |   |      |           |      |   |   |           |       |    |   |           |       
|Net income (loss) to:                                    |                              |      |           |      |   |      |           |      |   |   |           |       |    |   |           |       
|                                                         | Average total assets         |      |           | .64  | % |      |           | .45  | % |   |           | (.81  | )% |   |           | (3.33  | )%
|                                                         | Average stockholders equity |      |           | 7.32 |   |      |           | 4.52 |   |   |           | (6.99 | )  |   |           | (13.91 | ) 
|Average stockholders equity to average
    total assets |                              |      | 8.78      |      |   |      | 9.98      |      |   |   | 11.53     |       |    |   | 23.96     |       
|Average loans to average deposits                        |                              |      | 90.66     |      |   |      | 88.79     |      |   |   | 89.14     |       |    |   | 69.78     |       
|Risk-based capital ratio                                 |                              |      | 10.95     |      |   |      | 15.16     |      |   |   | 12.92     |       |    |   | 21.90     |       
|                                                        
|Per Share Data                                           |                              |      |           |      |   |      |           |      |   |   |           |       |    |   |           |       
|Basic net income (loss) per share                        |                              | $    | .85       |      |   | $    | .46       |      |   | $ | (.61      | )     |    | $ | (1.25     | )     
|Diluted net income (loss) per share                      |                              |      | .80       |      |   |      | .44       |      |   |   | (.61      | )     |    |   | (1.25     | )     
|Cash dividends paid                                      |                              |      | 0.00      |      |   |      | 0.00      |      |   |   | 0.00      |       |    |   | 0.00      |       
|Book value at end of period                              |                              |      | 12.00     |      |   |      | 11.15     |      |   |   | 8.85      |       |    |   | 8.38      |       
|Basic weighted-average shares outstanding                |                              |      | 2,320,550 |      |   |      | 1,997,634 |      |   |   | 1,472,273 |       |    |   | 1,189,234 |       
|Diluted weighted-average shares outstanding              |                              |      | 2,452,419 |      |   |      | 2,110,743 |      |   |   | 1,472,273 |       |    |   | 1,189,234 |       






|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking Statements

The following discussion contains statements that
refer to future expectations, contain projections of the results
of operations or of financial condition, or state other
information that is forward-looking.
Forward-looking statements are easily identified by
the use of words such as could,
anticipate, estimate,
believe, and similar words that refer to a future
outlook. There is always a degree of uncertainty associated with
forward-looking statements. Centras management
believes that the expectations reflected in such statements are
based upon reasonable assumptions and on the facts and
circumstances existing at the time of these disclosures. Actual
results could differ significantly from those anticipated.

10



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Many factors could cause Centras actual
results to differ materially from the results contemplated by
the forward-looking statements. Some factors, which could
negatively affect the results, include:



| |   |                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------
| |  | General economic conditions, either nationally or
    within Centras markets, could be less favorable than
    expected;
|
| |  | Changes in market interest rates could affect
    interest margins and profitability;                                    
|
| |  | Competitive pressures could be greater than
    anticipated;                                                             
|
| |  | Legal or accounting changes could affect
    Centras results; and                                                       
|
| |  | Adverse changes could occur in the securities and
    investments markets.                                               

In Managements Discussion and Analysis we
review and explain the general financial condition and the
results of operations for Centra Financial Holdings, Inc. and
its subsidiaries. We have designed this discussion to assist you
in understanding the significant changes in Centras
financial condition and results of operations. We have used
accounting principles generally accepted in the United States to
prepare the accompanying consolidated financial statements. We
engaged Ernst & Young LLP to audit the consolidated
financial statements and their independent audit report is
included in Item 8 herein.

Introduction

The following discussion and analysis of the
Consolidated Financial Statements of Centra is presented to
provide insight into managements assessment of the
financial results and operations of Centra. Centra Bank is the
sole operating subsidiary of Centra and all comments, unless
otherwise noted, are related to the bank. You should read this
discussion and analysis in conjunction with the audited
Consolidated Financial Statements and footnotes and the ratios
and statistics contained elsewhere in this Form 10-KSB.

Application of Critical Accounting
Policies

Centras consolidated financial statements
are prepared in accordance with accounting principles generally
accepted in the United States and follow general practices
within the banking industry. Application of these principles
requires management to make estimates, assumptions, and
judgments that affect the amounts reported in the financial
statements; accordingly, as this information changes, the
financial statements could reflect different estimates,
assumptions, and judgments. Certain policies inherently have a
greater reliance on the use of estimates, assumptions and
judgments and as such have a greater possibility of producing
results that could be materially different than originally
reported. Estimates, assumptions, and judgments are necessary
when assets and liabilities are required to be recorded at fair
value, when a decline in the value of an asset not carried on
the financial statements at fair value warrants an impairment
write-down or valuation reserve to be established, or when an
asset or liability needs to be recorded contingent upon a future
event. Carrying assets and liabilities at fair value inherently
results in more financial statement volatility. The fair values
and the information used to record valuation adjustments for
certain assets and liabilities are based either on quoted market
prices or are provided by other third-party sources, when
available. When third-party information is not available,
valuation adjustments are estimated in good faith by management
primarily through the use of internal forecasting techniques.

The most significant accounting policies followed
by the bank are presented in Note 1 to the consolidated
financial statements. These policies, along with the disclosures
presented in the other financial statement notes and in
managements discussion and analysis of operations, provide
information on how significant assets and liabilities are valued
in the financial statements and how those values are determined.
Based on the valuation techniques used and the sensitivity of
financial statement amounts to the methods, assumptions, and
estimates underlying those amounts, management has identified
the determination of the allowance for loan losses to be the
accounting area that requires the most subjective or complex
judgments, and as such could be most subject to revision as new
information becomes available.

11



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##### 



The allowance for loan losses represents
managements estimate of probable credit losses inherent in
the loan portfolio. Determining the amount of the allowance for
loan losses is considered a critical accounting estimate because
it requires significant judgment and the use of estimates
related to the amount and timing of homogeneous loans based on
historical loss experience of peer banks, and consideration of
current economic trends and conditions, all of which may be
susceptible to significant change. The loan portfolio also
represents the largest asset type in the consolidated balance
sheet. Note 1 to the consolidated financial statements describes
the methodology used to determine the allowance for loan losses
and a discussion of the factors driving changes in the amount of
the allowance for loan losses is included in the Allowance for
Loan Losses section of this financial review.

Centra recognized an income tax benefit of
$104,000 during 2003, while no income tax expense
(benefit) was recorded during 2002, 2001 and 2000. As
Centra generated net operating losses for years 2001 and prior,
those losses reduced future income tax liabilities. Centra
established a valuation allowance that eliminated the tax
benefit of the losses from the financial statements until it was
recognized through subsequent taxable income. During 2003,
Centra utilized the remaining net operating losses carried
forward and reversed the valuation allowance. Further discussion
of income taxes, including a reconciliation of the effective tax
rate to the statutory rate, is included in Note 8 to the
consolidated financial statements.

Recent Accounting Pronouncements and
Developments

Note 1 to the consolidated financial statements
discusses new accounting policies adopted by the bank during
2003 and the expected impact of accounting policies recently
issued or proposed but not yet required to be adopted. To the
extent the adoption of new accounting standards materially
affects the banks financial condition, results of
operations, or liquidity, the impacts are discussed in the
applicable section(s) of managements discussion and
analysis of operations and notes to the consolidated financial
statements.

Summary Financial Results

The bank began operations on February 14,
2000, with a mission to provide community banking to the
Morgantown area. During 2001, Centra expanded into the
Martinsburg, West Virginia region, with two offices and opened
an additional office in each region in 2003. The bank concluded
2003 with total assets of $349.7 million and deposits of
$302.4 million.

Centra earned $1,964,000 in 2003 compared to
$925,000 in 2002. The earnings equated to a return on average
assets of .64% and a return on average equity of 7.32%, compared
to prior year results of .45% and 4.52%, respectively. Basic
earnings per share was $.85 in 2003 compared to $.46 in 2002.
Diluted earnings per share was $.80 in 2003 compared to $.44 in
2002.

While operating in a challenging interest rate
environment, the bank achieved a 5.03% yield on earning assets
in 2003 compared to 5.44% in 2002. Despite extensive
competition, loans increased to $295.9 million at
December 31, 2003, from $186.7 million at
December 31, 2002. The banks ability to acquire
quality loans is supported by a minimal delinquency rate,
non-accrual loans totaling $464,000, and no other
non-performing, classified or renegotiated loans or
non-performing assets at December 31, 2003.

Deposits increased to $302.4 million at
December 31, 2003, from $214.9 million at
December 31, 2002, due to continued growth in both the
Morgantown and Martinsburg markets. Centra offers an
uncomplicated product design accompanied by a simple fee
structure that attracted customers at a steady rate during the
year. The overall cost of funds for the bank was 2.17% in 2003
compared to 2.67% in 2002. This cost of funds, combined with the
earning asset yield, resulted in a net interest margin of 3.21%
in 2003 compared to 3.22% in 2002.

The bank maintained a high-quality, short-term
investment portfolio during 2003 to provide liquidity in the
balance sheet, to fund loan growth, and to pledge against
customers accounts. U.S. government and

12



---



##### 



agency securities comprised the majority of the
banks investment portfolio at December 31, 2003 and
2002.


Interest Income and Expense

Net interest income is the amount by which
interest income on earning assets exceeds interest expense
incurred on interest-bearing liabilities. Interest-earning
assets include loans and investment securities. Interest-bearing
liabilities include interest-bearing deposits, borrowed funds
such as sweep accounts, and repurchase agreements. Net interest
income remains the primary source of revenue for Centra. Net
interest income is also impacted by changes in market interest
rates, as well as the mix of interest-earning assets and
interest-bearing liabilities. Net interest income is also
impacted favorably by increases in non-interest bearing demand
deposits and equity.

Net interest margin is calculated by dividing net
interest income by average interest-earning assets and serves as
a measurement of the net revenue stream generated by
Centras balance sheet. As noted above, the net interest
margin was 3.21% in 2003 compared to 3.22% in 2002. The net
interest margin faced considerable pressure due to competitive
pricing of loans and deposits in Centras markets and the
Federal Reserves .50% rate decrease in June 2003. This
followed 12 rate decreases by the Federal Reserve during 2001
and 2002. Managements estimate of the impact of future
changes in market interest rates is shown in the section
captioned Interest Rate Risk.

Management continues to analyze methods to deploy
Centras assets into an earning asset mix which will result
in a stronger net interest margin. Loan growth continues to be
strong and management anticipates that loan activity will remain
strong in the near term future.

During 2003, net interest income increased by
$3.0 million or 49.2% to $9.3 million in 2003 from
$6.3 million in 2002. This increase is largely due to the
growth in average earning assets, primarily $84.9 million
in loans. Average total earning assets were $291.6 million
in 2003 compared to $194.4 million in 2002. Average total
loans grew to $236.2 million in 2003 from
$149.9 million in 2002. Primarily as a result of this
growth, total interest income increased by $4.1 million, or
38.5%, to $14.7 million in 2003 from $10.6 million in
2002. Average interest-bearing liabilities, mainly deposits,
likewise increased in 2003 by $83.7 million. Average
interest-bearing deposits grew to $244.9 million in 2003 from
$161.2 million in 2002. Primarily as a result of this
growth, total interest expense increased by $1.0 million,
or 23.0%, to $5.3 million in 2003 from $4.3 million in 2002.

Despite the growth in the volume of earning
assets during 2003, the yield on earning assets decreased to
5.03% in 2003 from 5.44% in 2002. This decline was due to the
lower interest rate environment as the yield on net loans
decreased to 5.85% in 2003, compared to 6.48% in 2002. In
addition, Centras investment portfolio yield declined
significantly during 2003 to 1.65% from 2.11% in 2002 due to the
deteriorating interest rate environment in 2003 and 2002 and the
short-term nature of the portfolio. This short-term maturity
structure was and continues to be necessary to provide funding
for loan growth and liquidity needs.

The cost of interest-bearing liabilities
decreased to 2.17% in 2003 from 2.67% in 2002. This decline is
primarily a result of the lower interest rates paid on deposit
products.

13



---



##### 



Statistical Financial Information Regarding
Centra

The following tables provide further information
about Centras interest income and expense:

Average Balances and Analysis of Net Interest
Income:

|                                                  |                           |                                            |         |         |         |        |       |         |        |         |      |        |      |   |         |         |         |   |       |       |        |  |      |      |      |  
|------------------------------------------------- | ------------------------- | ------------------------------------------ | ------- | ------- | ------- | ------ | ----- | ------- | ------ | ------- | ---- | ------ | ---- | - | ------- | ------- | ------- | - | ----- | ----- | ------ |  | ---- | ---- | ---- | -
|                                                  |                           |                                            |         |        
|                                                  |                           | 2003                                       |         | 2002   
|                                                  |                           |                                            |         |        
|                                                  |                           |                                            |         | Average |         |        |       | Average
|                                                  |                           | Average                                    |         | Income/ |         | Yield/ |       | Average |        | Income/ |      | Yield/
|                                                  |                           | Balance                                    |         | Expense |         | Rate   |       | Balance |        | Expense |      | Rate  
|(Dollars in Thousands)                            |                           |                                            |         |         |         |        |       |         |        |         |      |       
|Securities (1):                                   |                           |                                            |         |         |         |        |       |         |        |         |      |        |      |   |         |         |         |   |       |       |        |  |      |     
|                                                  | Taxable                   |                                            | $       | 30,737  |         |        | $     | 508     |        |         |      | 1.65   | %    |   | $       | 23,681  |         |   | $     | 499   |        |  |      | 2.11 | %   
|Loans (2)(3)(4):                                  |                           |                                            |         |         |         |        |       |         |        |         |      |        |      |   |         |         |         |   |       |       |        |  |      |     
|                                                  | Commercial                |                                            |         | 170,102 |         |        |       | 9,269   |        |         |      | 5.45   | %    |   |         | 101,703 |         |   |       | 6,142 |        |  |      | 6.04 | %   
|                                                  | Real estate               |                                            |         | 47,462  |         |        |       | 2,857   |        |         |      | 6.02   | %    |   |         | 36,060  |         |   |       | 2,395 |        |  |      | 6.64 | %   
|                                                  | Consumer                  |                                            |         | 18,659  |         |        |       | 1,493   |        |         |      | 8.00   | %    |   |         | 12,095  |         |   |       | 1,057 |        |  |      | 8.74 | %   
|                                                  | Allowance for loan losses |                                            |         | (3,298  | )       |        |       |         |        |         |      |        |      |   |         | (1,816  | )       |   |       |       |        |  |      |      |     
|                                                  |                           |                                            |         |         |         |        |       |         |        |         |      |        |      |   |         |         |         |   |       |       |        |  |      |     
|                                                  | Net loans                 |                                            |         | 232,925 |         |        |       | 13,619  |        |         |      | 5.85   | %    |   |         | 148,042 |         |   |       | 9,594 |        |  |      | 6.48 | %   
|Loans held for sale                               |                           |                                            | 6,490   |         |         |        | 295   |         |        |         | 4.55 | %      |      |   | 3,988   |         |         |   | 168   |       |        |  | 4.21 | %   
|Short-term investments:                           |                           |                                            |         |         |         |        |       |         |        |         |      |        |      |   |         |         |         |   |       |       |        |  |      |     
|                                                  | Interest-bearing deposits |                                            |         | 961     |         |        |       | 24      |        |         |      | 2.54   | %    |   |         | 1,180   |         |   |       | 32    |        |  |      | 2.74 | %   
|                                                  | Federal funds sold        |                                            |         | 20,456  |         |        |       | 223     |        |         |      | 1.09   | %    |   |         | 17,511  |         |   |       | 273   |        |  |      | 1.56 | %   
|                                                  |                           |                                            |         |         |         |        |       |         |        |         |      |        |      |   |         |         |         |   |       |       |        |  |      |     
|                                                  | Total                     |                                            |         | 21,417  |         |        |       | 247     |        |         |      | 1.15   | %    |   |         | 18,691  |         |   |       | 305   |        |  |      | 1.63 | %   
|                                                  |                           |                                            |         |         |         |        |       |         |        |         |      |        |      |   |         |         |         |   |       |       |        |  |      |     
|                                                  |                           | Total earning assets                       |         |         | 291,569 |        |       |         | 14,669 |         |      |        | 5.03 | % |         |         | 194,402 |   |       |       | 10,566 |  |      |      | 5.44 | %
|Other assets                                      |                           |                                            | 14,243  |         |         |        |       |         |        |         |      |        |      |   | 10,447  |         |         |   |       |       |        |  |      |     
|                                                  |                           |                                            |         |         |         |        |       |         |        |         |      |        |      |   |         |         |         |   |       |       |        |  |      |     
|                                                  |                           | Total assets                               |         | $       | 305,812 |        |       |         |        |         |      |        |      |   |         | $       | 204,849 |   |       |       |        |  |      |      |      |  
|                                                  |                           |                                            |         |         |         |        |       |         |        |         |      |        |      |   |         |         |         |   |       |       |        |  |      |     
|Interest-bearing deposits:                        |                           |                                            |         |         |         |        |       |         |        |         |      |        |      |   |         |         |         |   |       |       |        |  |      |     
|                                                  | Savings                   |                                            | $       | 8,464   |         |        |       | 64      |        |         |      | 0.75   | %    |   | $       | 4,811   |         |   |       | 60    |        |  |      | 1.25 | %   
|                                                  | Demand                    |                                            |         | 75,188  |         |        |       | 712     |        |         |      | 0.95   | %    |   |         | 56,649  |         |   |       | 812   |        |  |      | 1.43 | %   
|                                                  | Time                      |                                            |         | 143,996 |         |        |       | 4,450   |        |         |      | 3.09   | %    |   |         | 84,871  |         |   |       | 3,322 |        |  |      | 3.91 | %   
|                                                  |                           |                                            |         |         |         |        |       |         |        |         |      |        |      |   |         |         |         |   |       |       |        |  |      |     
|                                                  |                           | Total                                      |         |         | 227,648 |        |       |         | 5,226  |         |      |        | 2.30 | % |         |         | 146,331 |   |       |       | 4,194  |  |      |      | 2.87 | %
|Short-term borrowed funds                         |                           |                                            | 17,243  |         |         |        | 78    |         |        |         | .45  | %      |      |   | 14,893  |         |         |   | 118   |       |        |  | .79  | %   
|                                                  |                           |                                            |         |         |         |        |       |         |        |         |      |        |      |   |         |         |         |   |       |       |        |  |      |     
|Total interest-bearing liabilities                |                           |                                            | 244,891 |         |         |        | 5,304 |         |        |         | 2.17 | %      |      |   | 161,224 |         |         |   | 4,312 |       |        |  | 2.67 | %   
|                                                  |                           |                                            |         |         |         |        |       |         |        |         |      |        |      |   |         |         |         |   |       |       |        |  |      |     
|Noninterest-bearing demand deposits               |                           |                                            | 32,910  |         |         |        |       |         |        |         |      |        |      |   | 22,444  |         |         |   |       |       |        |  |      |     
|Other liabilities                                 |                           |                                            | 1,166   |         |         |        |       |         |        |         |      |        |      |   | 727     |         |         |   |       |       |        |  |      |     
|                                                  |                           |                                            |         |         |         |        |       |         |        |         |      |        |      |   |         |         |         |   |       |       |        |  |      |     
|                                                  |                           | Total liabilities                          |         |         | 278,967 |        |       |         |        |         |      |        |      |   |         |         | 184,395 |   |       |       |        |  |      |      |      |  
|                                                  |                           | Stockholders equity                       |         |         | 26,845  |        |       |         |        |         |      |        |      |   |         |         | 20,454  |   |       |       |        |  |      |      |      |  
|                                                  |                           |                                            |         |         |         |        |       |         |        |         |      |        |      |   |         |         |         |   |       |       |        |  |      |     
|                                                  |                           | Total liabilities and stockholders equity |         | $       | 305,812 |        |       |         |        |         |      |        |      |   |         | $       | 204,849 |   |       |       |        |  |      |      |      |  
|                                                  |                           |                                            |         |         |         |        |       |         |        |         |      |        |      |   |         |         |         |   |       |       |        |  |      |     
|Interest rate spread                              |                           |                                            |         |         |         | $      | 9,365 |         |        |         | 2.86 | %      |      |   |         |         |         | $ | 6,254 |       |        |  | 2.77 | %   
|                                                  |                           |                                            |         |         |         |        |       |         |        |         |      |        |      |   |         |         |         |   |       |       |        |  |      |     
|Interest income/earning assets                    |                           |                                            |         |         |         |        |       |         |        |         | 5.03 | %      |      |   |         |         |         |   |       |       |        |  | 5.44 | %   
|Interest expense/earning assets                   |                           |                                            |         |         |         |        |       |         |        |         | 1.82 | %      |      |   |         |         |         |   |       |       |        |  | 2.22 | %   
|                                                  |                           |                                            |         |         |         |        |       |         |        |         |      |        |      |   |         |         |         |   |       |       |        |  |      |     
|Net yield on earning assets (net interest margin) |                           |                                            |         |         |         |        |       |         |        |         | 3.21 | %      |      |   |         |         |         |   |       |       |        |  | 3.22 | %   
|                                                  |                           |                                            |         |         |         |        |       |         |        |         |      |        |      |   |         |         |         |   |       |       |        |  |      |     



---



|    |                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------
|(1) | Average balances of investment securities based
    on carrying value.                                    
|   
|(2) | Loan fees included in interest income for 2003
    were $331 and $211 in 2002.                            
|   
|(3) | Non-accrual loans are included in the daily
    average loan amounts outstanding.                         
|   
|(4) | For 2003, income is computed on a fully
    tax-equivalent basis assuming a tax rate of approximately 40%.

14



---



##### 



Average Balances and Analysis of Net Interest
Income:

|                                                  |                           |         |                                            |         |        |         |       |       |       |       |      |      |      |      |  
|------------------------------------------------- | ------------------------- | ------- | ------------------------------------------ | ------- | ------ | ------- | ----- | ----- | ----- | ----- | ---- | ---- | ---- | ---- | -
|                                                  |                           |        
|                                                  |                           | 2001   
|                                                  |                           |        
|                                                  |                           |         |                                            | Average
|                                                  |                           | Average |                                            | Income/ |        | Yield/ 
|                                                  |                           | Balance |                                            | Expense |        | Rate   
|(Dollars in Thousands)                            |                           |         |                                            |         |        |        
|Securities (1):                                   |                           |         |                                            |         |        |         |       |       |       |       |      |     
|                                                  | Taxable                   |         | $                                          | 14,424  |        |         | $     | 589   |       |       |      | 4.08 | %   
|Loans (2):                                        |                           |         |                                            |         |        |         |       |       |       |       |      |     
|                                                  | Commercial                |         |                                            | 56,694  |        |         |       | 4,256 |       |       |      | 7.51 | %   
|                                                  | Real estate               |         |                                            | 16,907  |        |         |       | 1,303 |       |       |      | 7.71 | %   
|                                                  | Consumer                  |         |                                            | 6,262   |        |         |       | 587   |       |       |      | 9.38 | %   
|                                                  | Allowance for loan losses |         |                                            | (1,082  | )      |         |       |       |       |       |      |      |     
|                                                  |                           |         |                                            |         |        |         |       |       |       |       |      |     
|                                                  | Net loans                 |         |                                            | 78,781  |        |         |       | 6,146 |       |       |      | 7.80 | %   
|Loans held for sale                               |                           |         | 2,268                                      |         |        |         | 113   |       |       |       | 4.96 | %   
|Short-term investments:                           |                           |         |                                            |         |        |         |       |       |       |       |      |     
|                                                  | Interest-bearing deposits |         |                                            | 1,392   |        |         |       | 49    |       |       |      | 3.54 | %   
|                                                  | Federal funds sold        |         |                                            | 5,955   |        |         |       | 221   |       |       |      | 3.71 | %   
|                                                  |                           |         |                                            |         |        |         |       |       |       |       |      |     
|                                                  | Total                     |         |                                            | 7,347   |        |         |       | 270   |       |       |      | 3.68 | %   
|                                                  |                           |         |                                            |         |        |         |       |       |       |       |      |     
|                                                  |                           |         | Total earning assets                       |         |        | 102,820 |       |       |       | 7,118 |      |      |      | 6.92 | %
|Other assets                                      |                           |         | 8,279                                      |         |        |         |       |       |       |       |      |     
|                                                  |                           |         |                                            |         |        |         |       |       |       |       |      |     
|                                                  |                           |         | Total assets                               |         | $      | 111,099 |       |       |       |       |      |      |      |      |  
|                                                  |                           |         |                                            |         |        |         |       |       |       |       |      |     
|Interest-bearing deposits:                        |                           |         |                                            |         |        |         |       |       |       |       |      |     
|                                                  | Savings                   |         | $                                          | 2,146   |        |         | $     | 44    |       |       |      | 2.05 | %   
|                                                  | Demand                    |         |                                            | 38,282  |        |         |       | 1,253 |       |       |      | 3.27 | %   
|                                                  | Time                      |         |                                            | 37,356  |        |         |       | 2,155 |       |       |      | 5.76 | %   
|                                                  |                           |         |                                            |         |        |         |       |       |       |       |      |     
|                                                  |                           | Total   |                                            |         | 77,784 |         |       |       | 3,452 |       |      |      | 4.44 | %   
|Short-term borrowed funds                         |                           |         | 8,191                                      |         |        |         | 210   |       |       |       | 2.57 | %   
|                                                  |                           |         |                                            |         |        |         |       |       |       |       |      |     
|Total interest-bearing liabilities                |                           |         | 85,975                                     |         |        |         | 3,662 |       |       |       | 4.26 | %   
|                                                  |                           |         |                                            |         |        |         |       |       |       |       |      |     
|Noninterest-bearing demand deposits               |                           |         | 11,806                                     |         |        |         |       |       |       |       |      |     
|Other liabilities                                 |                           |         | 505                                        |         |        |         |       |       |       |       |      |     
|                                                  |                           |         |                                            |         |        |         |       |       |       |       |      |     
|                                                  |                           |         | Total liabilities                          |         |        | 98,286  |       |       |       |       |      |      |      |      |  
|                                                  |                           |         | Stockholders equity                       |         |        | 12,813  |       |       |       |       |      |      |      |      |  
|                                                  |                           |         |                                            |         |        |         |       |       |       |       |      |     
|                                                  |                           |         | Total liabilities and stockholders equity |         | $      | 111,099 |       |       |       |       |      |      |      |      |  
|                                                  |                           |         |                                            |         |        |         |       |       |       |       |      |     
|Interest rate spread                              |                           |         |                                            |         |        | $       | 3,456 |       |       |       | 2.66 | %   
|                                                  |                           |         |                                            |         |        |         |       |       |       |       |      |     
|Interest income/earning assets                    |                           |         |                                            |         |        |         |       |       |       |       | 6.92 | %   
|Interest expense/earning assets                   |                           |         |                                            |         |        |         |       |       |       |       | 3.56 | %   
|                                                  |                           |         |                                            |         |        |         |       |       |       |       |      |     
|Net yield on earning assets (net interest margin) |                           |         |                                            |         |        |         |       |       |       |       | 3.36 | %   
|                                                  |                           |         |                                            |         |        |         |       |       |       |       |      |     



---



|    |                                                                       
|--- | ----------------------------------------------------------------------
|(1) | Average balances of investment securities based
    on carrying value.
|   
|(2) | Loan fees included in interest income for 2001
    were $109.         

15



---



##### 



Rate/Volume Analysis of Changes in Interest
Income and Expense:

|                              |                                  |                     |                                    |          |       |       |   |      |      |        |   |       |       |       | 
|----------------------------- | -------------------------------- | ------------------- | ---------------------------------- | -------- | ----- | ----- | - | ---- | ---- | ------ | - | ----- | ----- | ----- | 
|                              |                                  |                    
|                              |                                  | 2003 vs. 2002      
|                              |                                  | Increase (Decrease)
|                              |                                  | Due to Change In:  
|                              |                                  |                    
|                              |                                  | Volume (1)          |                                    | Rate (1) |       | Net  
|(Dollars in thousands)        |                                  |                     |                                    |          |       |      
|Interest earning assets:      |                                  |                     |                                    |          |       |       |   |      |      |        |   |      
|                              | Loan portfolio:                  |                     |                                    |          |       |       |   |      |      |        |   |       |      
|                              |                                  | Commercial          |                                    | $        | 3,778 |       |   | $    | (651 | )      |   | $     | 3,127 |      
|                              |                                  | Real estate         |                                    |          | 702   |       |   |      | (240 | )      |   |       | 462   |      
|                              |                                  | Consumer            |                                    |          | 531   |       |   |      | (95  | )      |   |       | 436   |      
|                              |                                  |                     |                                    |          |       |       |   |      |      |        |   |      
|                              |                                  |                     | Net loans                          |          |       | 5,011 |   |      |      | (986   | ) |       |       | 4,025 | 
|                              | Loans held for sale              |                     |                                    | 113      |       |       |   | 14   |      |        |   | 127   |      
|                              | Securities:                      |                     |                                    |          |       |       |   |      |      |        |   |       |      
|                              |                                  | Taxable             |                                    |          | 133   |       |   |      | (124 | )      |   |       | 9     |      
|                              | Federal funds sold and other     |                     |                                    | 40       |       |       |   | (98  | )    |        |   | (58   | )    
|                              |                                  |                     |                                    |          |       |       |   |      |      |        |   |      
|                              |                                  |                     | Total interest-earning assets      |          | $     | 5,297 |   |      | $    | (1,194 | ) |       | $     | 4,103 | 
|                              |                                  |                     |                                    |          |       |       |   |      |      |        |   |      
|Interest-bearing liabilities: |                                  |                     |                                    |          |       |       |   |      |      |        |   |      
|                              | Savings deposits                 |                     | $                                  | 35       |       |       | $ | (31  | )    |        | $ | 4     |      
|                              | Interest-bearing demand deposits |                     |                                    | 221      |       |       |   | (321 | )    |        |   | (100  | )    
|                              | Time deposits                    |                     |                                    | 1,942    |       |       |   | (814 | )    |        |   | 1,128 |      
|                              | Short-term borrowings            |                     |                                    | 16       |       |       |   | (56  | )    |        |   | (40   | )    
|                              |                                  |                     |                                    |          |       |       |   |      |      |        |   |      
|                              |                                  |                     | Total interest-bearing liabilities |          | $     | 2,214 |   |      | $    | (1,222 | ) |       | $     | 992   | 
|                              |                                  |                     |                                    |          |       |       |   |      |      |        |   |      
|                              |                                  |                     | Net interest income                |          | $     | 3,083 |   |      | $    | 28     |   |       | $     | 3,111 | 
|                              |                                  |                     |                                    |          |       |       |   |      |      |        |   |      

|                         |                              |                     |                               |          |       |       |  |      |      |        |   |    |       |       | 
|------------------------ | ---------------------------- | ------------------- | ----------------------------- | -------- | ----- | ----- |  | ---- | ---- | ------ | - | -- | ----- | ----- | 
|                         |                              |                    
|                         |                              | 2002 vs. 2001      
|                         |                              | Increase (Decrease)
|                         |                              | Due to Change In:  
|                         |                              |                    
|                         |                              | Volume (1)          |                               | Rate (1) |       | Net  
|(Dollars in thousands)   |                              |                     |                               |          |       |      
|Interest-earning assets: |                              |                     |                               |          |       |       |  |      |      |        |   |   
|                         | Loan portfolio:              |                     |                               |          |       |       |  |      |      |        |   |    |      
|                         |                              | Commercial          |                               | $        | 2,851 |       |  | $    | (964 | )      |   | $  | 1,887 |      
|                         |                              | Real estate         |                               |          | 1,294 |       |  |      | (203 | )      |   |    | 1,091 |      
|                         |                              | Consumer            |                               |          | 513   |       |  |      | (43  | )      |   |    | 470   |      
|                         |                              |                     |                               |          |       |       |  |      |      |        |   |   
|                         |                              |                     | Net loans                     |          |       | 4,658 |  |      |      | (1,210 | ) |    |       | 3,448 | 
|                         | Loans held for sale          |                     |                               | 75       |       |       |  | (20  | )    |        |   | 55 |      
|                         | Securities:                  |                     |                               |          |       |       |  |      |      |        |   |    |      
|                         |                              | Taxable             |                               |          | 274   |       |  |      | (364 | )      |   |    | (90   | )    
|                         | Federal funds sold and other |                     |                               | 247      |       |       |  | (212 | )    |        |   | 35 |      
|                         |                              |                     |                               |          |       |       |  |      |      |        |   |   
|                         |                              |                     | Total interest-earning assets |          | $     | 5,254 |  |      | $    | (1,806 | ) |    | $     | 3,448 | 
|                         |                              |                     |                               |          |       |       |  |      |      |        |   |   

16



---



##### 



|                              |                                  |                                    |   |          |       |     |   |      |        |   |   |       |       | 
|----------------------------- | -------------------------------- | ---------------------------------- | - | -------- | ----- | --- | - | ---- | ------ | - | - | ----- | ----- | 
|                              |                                  |                                   
|                              |                                  | 2002 vs. 2001                     
|                              |                                  | Increase (Decrease)               
|                              |                                  | Due to Change In:                 
|                              |                                  |                                   
|                              |                                  | Volume (1)                         |   | Rate (1) |       | Net
|(Dollars in thousands)        |                                  |                                    |   |          |       |    
|Interest-bearing liabilities: |                                  |                                    |   |          |       |     |   |      |        |   |   |      
|                              | Savings deposits                 |                                    | $ | 38       |       |     | $ | (22  | )      |   | $ | 16    |      
|                              | Interest-bearing demand deposits |                                    |   | 445      |       |     |   | (886 | )      |   |   | (441  | )    
|                              | Time deposits                    |                                    |   | 2,036    |       |     |   | (869 | )      |   |   | 1,167 |      
|                              | Short-term borrowings            |                                    |   | 108      |       |     |   | (200 | )      |   |   | (92   | )    
|                              |                                  |                                    |   |          |       |     |   |      |        |   |   |      
|                              |                                  | Total interest-bearing liabilities |   | $        | 2,627 |     |   | $    | (1,977 | ) |   | $     | 650   | 
|                              |                                  |                                    |   |          |       |     |   |      |        |   |   |      
|                              |                                  | Net interest income                |   | $        | 2,627 |     |   | $    | 171    |   |   | $     | 2,798 | 
|                              |                                  |                                    |   |          |       |     |   |      |        |   |   |      



---



|    |                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The change in interest due to both rate and
    volume has been allocated to volume and rate changes in
    proportion to the relationship of the absolute dollar amounts of
    the change in each.

Provision for Loan Losses

In 2003, Centra recorded a provision for loan
losses of $2,099,000 compared to $967,000 in 2002. Due to the
start-up nature of the bank, arriving at an appropriate
allowance involves a high degree of management judgment. In
exercising this judgment, management considers numerous internal
and external factors including, but not limited to, portfolio
growth, national and local economic conditions, trends in the
markets served, historical loss experience of other institutions
in these markets and guidance from the banks primary
regulator. Management seeks to produce an allowance for loan
losses that is appropriate in the circumstances and that
complies with applicable accounting and regulatory standards.
Further discussion can be found later in this discussion under
Allowance for Loan Losses.

Non-Interest Income

Fees related to real estate loans sold in the
secondary market, deposit accounts and electronic banking
revenue generate the core of the banks non-interest
income. Non-interest income totaled $2,786,000 in 2003 compared
to $1,529,000 in 2002. This increase is primarily due to an
increase in secondary market income and service charges.

Service charges on deposit accounts increased to
$654,000 in 2003 from $420,000 in 2002. This growth resulted
from the overall growth in deposit accounts and deposit related
activity.

Other service charges and fees increased to
$472,000 in 2003 from $304,000 in 2002. This growth resulted
from the overall growth of the deposit and loan portfolios of
the bank.

Centra originates long-term, fixed rate or
adjustable mortgage loans and sells them on the secondary
market, servicing released. Centra recognized $1,563,000 as fees
from selling those loans during 2003 compared to $757,000 of
such fees in 2002. The dramatic increase resulted from lower
mortgage rates in 2003 and the high volume of refinancing.
Approximately $87 million of loans were sold in 2003
compared to approximately $55 million in 2002. However, the
amount of loans originated and sold began to decline in the
third and fourth quarters of 2003 due to a slight increase in
mortgage lending rates. Management anticipates that the total
loans originated and sold will stabilize in 2004 at a lesser
volume than experienced in 2003.

Management will continue to explore new methods
of enhancing non-interest income. Other traditional and
non-traditional financial service products are analyzed
regularly for potential inclusion in Centras product mix.

17



---



##### 



Non-Interest Expense

In 2003, total non-interest expense reached
$8.2 million compared to $5.9 million in 2002. The level of
non-interest costs incurred is indicative of Centras
continued growth in the number of customers served, the number
of banking offices, and the number of personnel and technology
to support the growth.

Salaries and benefits expense totaled
$3.9 million in 2003 compared to $2.7 million in 2002.
Salaries and benefits expense reflects Centras commitment
to provide high quality customer service utilizing cutting edge
technology. At December 31, 2003, Centra had 98 full-time
equivalent employees compared to 72 full-time equivalent
employees at December 31, 2002, which represents a 36%
growth. This increase relates to the addition of customer
service and operations personnel to support growth and staffing
for the two new offices in 2003. Management will continue to
strive to find new ways of increasing efficiencies and
leveraging its resources, effectively optimizing customer
service and return to shareholders.

Occupancy expense totaled $819,000 in 2003
compared to $618,000 in 2002. This increase is due to the
leasing of two additional office locations in 2003 and
additional office space at the Suncrest location. Included in
these totals is depreciation expense of $77,000 in 2003 and
$66,000 in 2002. Lease expense totaled $518,000 in 2003 compared
to $409,000 in 2002.

Equipment expense totaled $778,000 in 2003
compared to $600,000 in 2002. Depreciation expense on furniture,
fixtures, and equipment constituted $522,000 in 2003 compared to
$410,000 in 2002. Equipment depreciation reflects Centras
commitment to technology and the addition of equipment related
to the two branch openings in 2003.

Advertising costs totaled $395,000 in 2003
compared to $249,000 in 2002. Total costs reflect the marketing
of the banks products and the marketing of the newly
opened Cheat Lake area office in Monongalia County and the
Inwood office in Berkeley County. The bank believes this
marketing approach resulted in market awareness of the Centra
name and customer service philosophy.

Professional fees totaled $212,000 in 2003
compared to $140,000 in 2002. This increase is commensurate with
the overall growth and complexity of the bank.

Data processing costs totaled $621,000 in 2003
compared to $408,000 in 2002. This increase is related to the
overall account and transaction growth of the bank and
additional banking locations.

Other expense increased to $1,424,000 in 2003
from $1,161,000 in 2002. The primary components of growth in
this area are increased courier costs, stationery and supplies
and other outside services.

Centras key non-interest expense initiative
is to maintain an acceptable level of non-interest expense and
operating efficiency. The financial services industry uses the
efficiency ratio (total non-interest expense as a percentage of
the aggregate of net interest income and non-interest income) as
a key indicator of performance. Centras efficiency ratio
was 67.3% in 2003 compared to 75.7% in 2002. This improvement
resulted in net interest income and non-interest income growing
at a more rapid pace than non-interest expenses. This ratio
should continue to migrate towards peer group levels as the bank
achieves an asset size to support the cost infrastructure.

2002 compared to 2001

Net interest income increased by
$2.8 million when comparing 2002 with 2001. This increase
is largely due to growth in average earning assets, primarily
loans, of $91.6 million in 2002. Average interest-bearing
liabilities increased by $75.2 million in 2002. This
increase was predominantly due to an increase in average
interest-bearing deposits of $68.5 million.

The provision for loan losses was $967,000 in
2002 compared to $793,000 in 2001. This increase is
predominantly due to the growth in total loans.

Non-interest income is comprised of fees related
to real estate loans sold on the secondary market, deposit
accounts and electronic banking revenue. Non-interest income was
$1,529,000 in 2002 compared to $753,000 in 2001. This increase
is due to an increase in secondary market income and the
aforementioned

18



---



##### 



growth in deposits during 2002 as the bank
continues to undertake a strategic philosophy of offering free
checking with minimal fees to capture market share.


Centra originates long-term, fixed rate or
non-conforming mortgage loans and sells them on the secondary
market, servicing released. Centra recognized $757,000 as fees
from selling those loans during 2002 compared to $371,000 of
such fees in 2001. The increase resulted from lower mortgage
rates in 2002 and the high volume of loans sold in 2002. Loans
sold in 2002 approximated $55.4 million compared to
$29.9 million in 2001.

Non-interest expense reached $5.9 million in
2002 compared to $4.3 million in 2001. This increase is
representative of a start-up bank in the early years of
operations and includes a full years expenses associated
with opening three banking offices in 2001.

Income Taxes

Centra incurred income tax expense of $652,000 in
2003. However, this expense was fully offset by reversal of the
valuation allowance that was recognized against deferred tax
assets in prior years. During 2003, management determined, based
on a number of factors, that realization of the net deferred tax
assets is more likely than not, and therefore, the valuation
allowance was reversed. Including reversal of the valuation
allowance, Centra recorded an income tax benefit of $104,000 in
2003.

Centra record no income tax expense in 2002 and
2001 as a result of establishing a valuation allowance against
deferred tax assets in those years.

Centra anticipates that, beginning in 2004,
income tax expense will be incurred at an effective rate
approximating 37%.

Return on Assets

Centras return on average assets was .64%
in 2003, .45% in 2002 and (.81)% in 2001. The 2001 negative
return reflects the commitment that start-up financial
institutions must endure as they attempt to attain critical mass
to support their infrastructure and as they grow the interest
earning asset base.

Return on Equity

Centras return on average
stockholders equity (ROE) was 7.32% in 2003,
4.52% in 2002 and (6.99)% in 2001. These improving returns also
reflect Centras start-up nature and the movement towards
improving profitability.

The bank is considered well-capitalized under
regulatory and industry standards of risk-based capital. See
Note 11 of Notes to the consolidated financial statements
included in Item 8 herein.

Overview of the Statement of
Condition

Centras balance sheet at December 31,
2003 changed significantly in comparison to December 31,
2002. This change was primarily due to exceptional loan and
deposit growth and the two banking offices opened in 2003. Total
assets grew to $349.7 million at December 31, 2003
from $266.2 million at December 31, 2002. The new
offices contributed to the increase in total loans of $109.2
million in 2003. This growth in loans and investments was funded
by increases in all categories of deposits. Centra utilizes
investment securities and federal funds sold to temporarily
invest funds pending anticipated loan demand.

Deposits grew to $302.4 million at
December 31, 2003, an increase of $87.5 million from
December 31, 2002. Short-term borrowings decreased to $17.0
million as of December 31, 2003, a decrease of
$7.6 million from December 31, 2002.

Stockholders equity increased
$2.0 million from 2002 due to the net income recognized for
2003 of $2.0 million.

19



---



##### 



Cash and Cash Equivalents

Centras cash and cash equivalents totaled
$23.8 million at December 31, 2003, compared to
$30.0 million at December 31, 2002, a decrease of
$6.2 million. This decrease resulted from an increase in
outstanding loans in 2003 due to significant loan growth in the
Monongalia and Berkeley County markets.

Management believes the current balance of cash
and cash equivalents adequately serves Centras liquidity
and performance needs. Total cash and cash equivalents fluctuate
on a daily basis due to transactions in process and other
liquidity demands. Management believes the liquidity needs of
Centra are satisfied by the current balance of cash and cash
equivalents, readily available access to traditional and
non-traditional funding sources, and the portions of the
investment and loan portfolios that mature within one year.
These sources of funds should enable Centra to meet cash
obligations as they come due.

Investment Securities

Investment securities totaled $22.9 million
at December 31, 2003, compared to $37.2 million at
December 31, 2002. Government sponsored agency securities
comprise the majority of the portfolio. This decrease reflects
the loan growth that occurred in 2003.

All of Centras investment securities are
classified as available-for-sale. Management believes the
available-for-sale classification provides flexibility for
Centra in terms of selling securities as well as interest rate
risk management opportunities. At December 31, 2003, the
amortized cost of Centras investment securities totaled
$22.8 million, resulting in unrealized appreciation in the
investment portfolio of $95,000.

Management monitors the earnings performance and
liquidity of the investment portfolio on a regular basis through
Asset/ Liability Committee (ALCO) meetings. The
group also monitors net interest income, sets pricing
guidelines, and manages interest rate risk for Centra. Through
active balance sheet management and analysis of the investment
securities portfolio, Centra maintains sufficient liquidity to
satisfy depositor requirements and the various credit needs of
its customers. Management believes the risk characteristics
inherent in the investment portfolio are acceptable based on
these parameters.

Loans

Centras lending is primarily focused in the
north central and the eastern panhandle areas of West Virginia,
and consists principally of commercial lending, retail lending,
which includes single-family residential mortgages, and consumer
lending. Loans totaled $295.9 million as of
December 31, 2003, compared to $186.7 million at
December 31, 2002.

Centra experienced significant loan growth during
2003 in commercial and all other loan classifications. At
December 31, 2003, commercial loans totaled 71% of
Centras total loan portfolio, comprising the largest
portion of the loan portfolio. Commercial loans totaled
$211.7 million at December 31, 2003, compared to
$128.9 million at December 31, 2002. Management will
continue to focus on the enhancement and growth of the
commercial loan portfolio while maintaining appropriate
underwriting standards and risk/price balance. Management
expects commercial loan demand to continue to be strong into
2004. In addition to the anticipated additional in-market
penetration, Centra will continue to selectively lend to
customers outside its primary markets.

Real estate loans to Centras retail
customers (including real estate construction loans) account for
the second largest portion of the loan portfolio, comprising 21%
of Centras total loan portfolio. Real estate mortgage
loans totaled $61.4 million at December 31, 2003,
compared to $42.8 million at December 31, 2002.

Included in real estate loans are home equity
credit lines totaling $25.1 million at December 31,2003,
compared to $16.7 million at December 31, 2002.
Management believes the home equity loans are competitive
products with an acceptable return on investment after risk
considerations. Residential real estate lending continues to
represent a major focus of Centras lending due to the
lower risk factors

20



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##### 



associated with this type of loan and the
opportunity to provide additional products and services to these
consumers at reasonable yields to Centra.


Consumer lending continues to be a vital part of
Centras core lending. At December 31, 2003, consumer
loan balances totaled $22.8 million compared to
$15.1 million at December 31, 2002. The majority of
Centras consumer loans are in the direct lending area.
Management is pleased with the performance and quality of
Centras consumer loan portfolio, which can be attributed
to Centras commitment to a high level of customer service
and the continued loan demand in the markets served by Centra.

The following table provides additional
information about Centras loans:

Loan Maturities:

|                       |          |                   |         |          |         |       |        |        |        |  |        |        |         |  |         |         |         | 
|---------------------- | -------- | ----------------- | ------- | -------- | ------- | ----- | ------ | ------ | ------ |  | ------ | ------ | ------- |  | ------- | ------- | ------- | 
|                       |          |                  
|                       |          | December 31, 2003
|(Dollars in Thousands) |          |                  
|                       |          |                   |         | Due in   |         |      
|                       |          |                   |         | One Year |         | Due   |        |       
|                       |          | Due in            |         | Through  |         | After |        |       
|                       |          | One Year          |         | Five     |         | Five  |        |       
|Loan Type              |          | Or Less           |         | Years    |         | Years |        | Total 
|                       |          |                   |         |          |         |       |        |       
|Commercial loans:      |          |                   |         |          |         |       |        |        |        |  |        |        |         |  |         |        
|                       | Fixed    |                   | $       | 34,907   |         |       | $      | 14,734 |        |  | $      | 54,776 |         |  | $       | 104,417 |        
|                       | Variable |                   |         | 82,222   |         |       |        | 25,049 |        |  |        |       |         |  |         | 107,271 |        
|                       |          |                   |         |          |         |       |        |        |        |  |        |        |         |  |         |        
|                       |          |                   | 117,129 |          |         |       | 39,783 |        |        |  | 54,776 |        |         |  | 211,688 |        
|Real estate loans:     |          |                   |         |          |         |       |        |        |        |  |        |        |         |  |         |        
|                       | Fixed    |                   |         | 4,211    |         |       |        | 5,354  |        |  |        | 36,980 |         |  |         | 46,545  |        
|                       | Variable |                   |         | 13,096   |         |       |        | 1,755  |        |  |        |       |         |  |         | 14,851  |        
|                       |          |                   |         |          |         |       |        |        |        |  |        |        |         |  |         |        
|                       |          |                   | 17,307  |          |         |       | 7,109  |        |        |  | 36,980 |        |         |  | 61,396  |        
|Consumer loans:        |          |                   |         |          |         |       |        |        |        |  |        |        |         |  |         |        
|                       | Fixed    |                   |         | 2,323    |         |       |        | 7,800  |        |  |        | 11,484 |         |  |         | 21,607  |        
|                       | Variable |                   |         | 1,189    |         |       |        | 45     |        |  |        |       |         |  |         | 1,234   |        
|                       |          |                   |         |          |         |       |        |        |        |  |        |        |         |  |         |        
|                       |          |                   | 3,512   |          |         |       | 7,845  |        |        |  | 11,484 |        |         |  | 22,841  |        
|                       |          |                   |         |          |         |       |        |        |        |  |        |        |         |  |         |        
|                       |          | Total             |         | $        | 137,948 |       |        | $      | 54,737 |  |        | $      | 103,240 |  |         | $       | 295,925 | 
|                       |          |                   |         |          |         |       |        |        |        |  |        |        |         |  |         |        

The preceding data has been compiled based upon
loan maturity date. Repricing intervals are typically more
frequent.

Loan Portfolio Analysis:

|                       |                                        |       |   |         |         |      |   |         |         |  |   |        |         |  |   |        |        | 
|---------------------- | -------------------------------------- | ----- | - | ------- | ------- | ---- | - | ------- | ------- |  | - | ------ | ------- |  | - | ------ | ------ | 
|                       |                                        | 2003  |   | 2002    |         | 2001 |   | 2000   
|(Dollars in Thousands) |                                        |       |   |         |         |      |   |        
|Year-end balances:     |                                        |       |   |         |         |      |   |         |         |  |   |        |         |  |   |       
|                       | Commercial, financial and agricultural |       | $ | 211,688 |         |      | $ | 128,858 |         |  | $ | 81,557 |         |  | $ | 30,728 |       
|                       | Real estate                            |       |   | 56,620  |         |      |   | 38,675  |         |  |   | 22,414 |         |  |   | 7,817  |       
|                       | Real estate construction               |       |   | 4,776   |         |      |   | 4,133   |         |  |   | 5,304  |         |  |   | 1,090  |       
|                       | Consumer                               |       |   | 22,841  |         |      |   | 15,071  |         |  |   | 9,390  |         |  |   | 2,784  |       
|                       |                                        |       |   |         |         |      |   |         |         |  |   |        |         |  |   |       
|                       |                                        | Total |   | $       | 295,925 |      |   | $       | 186,737 |  |   | $      | 118,665 |  |   | $      | 42,419 | 
|                       |                                        |       |   |         |         |      |   |         |         |  |   |        |         |  |   |       
|                       | Average total loans                    |       | $ | 236,223 |         |      | $ | 149,858 |         |  | $ | 79,863 |         |  | $ | 22,184 |       
|                       | Average allowance for loan losses      |       |   | (3,298  | )       |      |   | (1,816  | )       |  |   | (1,082 | )       |  |   | (329   | )     
|                       |                                        |       |   |         |         |      |   |         |         |  |   |        |         |  |   |       
|                       | Average loans, net of allowance        |       | $ | 232,925 |         |      | $ | 148,042 |         |  | $ | 78,781 |         |  | $ | 21,855 |       
|                       |                                        |       |   |         |         |      |   |         |         |  |   |        |         |  |   |       

21



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Loan Concentration

At December 31, 2003, commercial loans
comprised the largest component of the loan portfolio. While the
bank has concentrations of its loan portfolio in the building,
developing and general contracting industry, convenience stores,
leasing of real estate, and the hotel/motel areas, these
concentrations are comprised of loans to various borrowers in
various geographic areas and are not considered detrimental to
the bank.

Allowance for Loan Losses

Management continually monitors the loan
portfolio through its Senior Loan Committee to determine the
adequacy of the allowance for loan losses. This formal analysis
determines the appropriate level of the allowance for loan
losses and allocation of the allowance among loan types and
specific credits. The portion of the allowance allocated among
the various loan types represents managements estimate of
probable losses based upon historical loss factors. Due to the
absence of losses to date, the bank utilizes historical loss
factors comparable to peer banks operating in our geographic
lending area. Centra selects its peer banks based upon
institutions that have a high concentration of commercial loans
similar to Centras portfolio. This commercial
concentration requires additional consideration in establishing
the allowance for loan losses. In addition, Centra considers
trends in losses and delinquencies, the growth of loans in
particular markets and industries, and known changes in national
and local economic conditions in the particular lending markets.
Specific loss estimates are derived for individual credits,
where applicable, and are based upon specific qualitative and
quantitative criteria, including the size of the loan and loan
grades below a predetermined level.

The results of this analysis at December 31,
2003, indicate that the allowance for loan losses is considered
adequate to absorb losses inherent in the portfolio.

Centra incurred charge-offs totaling $17,000 in
2003 and $18,000 in 2002. Centra had non-accrual loans totaling
$464,000 at December 31, 2003, and $14,000 at
December 31, 2002. Centra had no other non-performing
assets or other real estate owned as of December 31, 2003
or 2002. As of December 31, 2003, Centra had delinquent
loans of $45,000 and $158,000 as of December 31, 2002.

During 2003, Centra recorded a provision for loan
losses of $2,099,000. The only other activity that impacted the
allowance during 2003 was consumer charge-offs of $16,852. Total
charge-offs represented .01% of average loans outstanding.
Activity in the allowance for loan losses follows:

|                     |             |                 |       |      |    |      |       |      |    |   |       |   |   |   |     |   |   | 
|-------------------- | ----------- | --------------- | ----- | ---- | -- | ---- | ----- | ---- | -- | - | ----- | - | - | - | --- | - | - | 
|                     |             | 2003            |       | 2002 |    | 2001 |       | 2000
|                     |             |                 |       |      |    |      |       |     
|Balance, January 1   |             | $               | 2,375 |      |    | $    | 1,426 |      |    | $ | 636   |   |   | $ |    |  
|Provision            |             |                 | 2,099 |      |    |      | 967   |      |    |   | 793   |   |   |   | 636 |  
|                     | Charge-offs |                 |       | 17   |    |      |       | 18   |    |   |       | 3 |   |   |     |  |  
|                     | Recoveries  |                 |       |     |    |      |       |     |    |   |       |  |   |   |     |  |  
|                     |             |                 |       |      |    |      |       |      |    |   |       |   |   |   |     |  
|                     |             | Net charge-offs |       |      | 17 |      |       |      | 18 |   |       |   | 3 |   |     |   |  | 
|                     |             |                 |       |      |    |      |       |      |    |   |       |   |   |   |     |  
|Balance, December 31 |             | $               | 4,457 |      |    | $    | 2,375 |      |    | $ | 1,426 |   |   | $ | 636 |  
|                     |             |                 |       |      |    |      |       |      |    |   |       |   |   |   |     |  

22



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The following table reflects the allocation of
the allowance for loan losses as of December 31:

|                                                            |                          |       |   |       |       |      |   |       |       |   |   |       |       |   |   |     |     |  
|----------------------------------------------------------- | ------------------------ | ----- | - | ----- | ----- | ---- | - | ----- | ----- | - | - | ----- | ----- | - | - | --- | --- | -
|                                                            |                          | 2003  |   | 2002  |       | 2001 |   | 2000 
|(Dollars in Thousands)                                      |                          |       |   |       |       |      |   |      
|Allocation of allowance for loan losses at
    December 31: |                          |       |   |       |       |      |   |       |       |   |   |       |       |   |   |    
|                                                            | Commercial               |       | $ | 3,944 |       |      | $ | 2,099 |       |   | $ | 1,271 |       |   | $ | 605 |    
|                                                            | Real estate              |       |   | 252   |       |      |   | 156   |       |   |   | 50    |       |   |   | 17  |    
|                                                            | Real estate construction |       |   | 15    |       |      |   | 15    |       |   |   | 30    |       |   |   | 2   |    
|                                                            | Consumer                 |       |   | 246   |       |      |   | 105   |       |   |   | 75    |       |   |   | 12  |    
|                                                            |                          |       |   |       |       |      |   |       |       |   |   |       |       |   |   |    
|                                                            |                          | Total |   | $     | 4,457 |      |   | $     | 2,375 |   |   | $     | 1,426 |   |   | $   | 636 |  
|                                                            |                          |       |   |       |       |      |   |       |       |   |   |       |       |   |   |    
|Percent of loans to total loans at
    December 31:         |                          |       |   |       |       |      |   |       |       |   |   |       |       |   |   |    
|                                                            | Commercial               |       |   | 71    | %     |      |   | 69    | %     |   |   | 69    | %     |   |   | 72  | %  
|                                                            | Real estate              |       |   | 19    |       |      |   | 21    |       |   |   | 19    |       |   |   | 18  |    
|                                                            | Real estate construction |       |   | 2     |       |      |   | 2     |       |   |   | 4     |       |   |   | 3   |    
|                                                            | Consumer                 |       |   | 8     |       |      |   | 8     |       |   |   | 8     |       |   |   | 7   |    
|                                                            |                          |       |   |       |       |      |   |       |       |   |   |       |       |   |   |    
|                                                            |                          | Total |   |       | 100   | %    |   |       | 100   | % |   |       | 100   | % |   |     | 100 | %
|                                                            |                          |       |   |       |       |      |   |       |       |   |   |       |       |   |   |    

Non-performing assets consist of loans and leases
that are no longer accruing interest, loans that have been
renegotiated to below market rates based upon financial
difficulties of the borrower, and real estate acquired through
foreclosure. When interest accruals are suspended, accrued
interest income is reversed with current year accruals charged
to earnings and prior year amounts generally charged off as a
credit loss. When, in managements judgment, the
borrowers ability to make periodic interest and principal
payments resumes and collectibility is no longer in doubt, the
loan is returned to accrual status.

Total non-performing assets were $464,000 at
December 31, 2003, compared with $14,000 at
December 31, 2002, and represent .16% and .01% of total
loans and leases and other real estate. Non-performing assets
and past due loans and leases:

|                                                             |             |      |     |      |  |      |        |      |  |   |   |   |  |   |   |   | 
|------------------------------------------------------------ | ----------- | ---- | --- | ---- |  | ---- | ------ | ---- |  | - | - | - |  | - | - | - | 
|                                                             |             | 2003 |     | 2002 |  | 2001 |        | 2000
|(Dollars in Thousands)                                       |             |      |     |      |  |      |        |     
|Non-accrual loans                                            |             |      |     |      |  |      |        |      |  |   |   |   |  |   |   |  
|                                                             | Commercial  |      | $   | 455  |  |      | $      |     |  |   | $ |  |  |   | $ |  | 
|                                                             | Real estate |      |     |     |  |      |        | 14   |  |   |   |  |  |   |   |  | 
|                                                             | Consumer    |      |     | 9    |  |      |        |     |  |   |   |  |  |   |   |  | 
|                                                             |             |      |     |      |  |      |        |      |  |   |   |   |  |   |   |  
|Total non-accrual loans                                      |             |      | 464 |      |  |      | 14     |      |  |   |  |   |  |   |  |  
|Renegotiated loans                                           |             |      |    |      |  |      |       |      |  |   |  |   |  |   |  |  
|                                                             |             |      |     |      |  |      |        |      |  |   |   |   |  |   |   |  
|Total non-performing loans                                   |             |      | 464 |      |  |      | 14     |      |  |   |  |   |  |   |  |  
|Other real estate, net                                       |             |      |    |      |  |      |       |      |  |   |  |   |  |   |  |  
|                                                             |             |      |     |      |  |      |        |      |  |   |   |   |  |   |   |  
|Total non-performing assets                                  |             | $    | 464 |      |  | $    | 14     |      |  | $ |  |   |  | $ |  |  
|                                                             |             |      |     |      |  |      |        |      |  |   |   |   |  |   |   |  
|Accruing loans past due 90 days or more                      |             |      |    |      |  |      |       |      |  |   |  |   |  |   |  |  
|                                                             |             |      |     |      |  |      |        |      |  |   |   |   |  |   |   |  
|Non-performing loans as a % of total loans                   |             |      | .16 | %    |  |      | .01    | %    |  |   |  |   |  |   |  |  
|Allowance for loan losses as a % of
    non-performing loans |             |      | 961 | %    |  |      | 16,964 | %    |  |   |  |   |  |   |  |  

The amount of interest income which would have
been recorded under the original terms for total loans
classified as non-accrual was $43,000. Amounts actually
collected and recorded as interest income for these loans were
$34,000.

Funding Sources

Centra considers a number of alternatives,
including but not limited to deposits, short-term borrowings,
and long-term borrowings when evaluating funding sources.
Traditional deposits continue to be

23



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the most significant source of funds for Centra,
totaling $302.4 million, or 94.7% of Centras funding
sources at December 31, 2003.


Non-interest-bearing deposits remain a core
funding source for Centra. At December 31, 2003,
non-interest-bearing balances totaled $39.3 million
compared to $27.3 million at December 31, 2002.
Management intends to continue to focus on maintaining its base
of low-cost funding sources, through product offerings that
benefit customers who increase their relationship with Centra by
using multiple products and services.

Interest-bearing deposits totaled
$263.1 million at December 31, 2003, compared to
$187.5 million at December 31, 2002. On a percentage
basis, interest-bearing transaction accounts were the largest
growth component of Centras deposits. Average
interest-bearing liabilities totaled $244.9 million during
2003 compared to $161.2 million during 2002. Average
non-interest bearing liabilities totaled $34.1 million
during 2003 compared to $23.2 million during 2002.
Management will continue to emphasize deposit gathering in 2004
by offering outstanding customer service and competitively
priced products. Management will also concentrate on balancing
deposit growth with adequate net interest margin to meet
Centras strategic goals.

Maturities of Certificates of Deposit $100,000 or
More:

|                       |       |      |        |        |  |      |        |        |  |   |        |        | 
|---------------------- | ----- | ---- | ------ | ------ |  | ---- | ------ | ------ |  | - | ------ | ------ | 
|                       |       | 2003 |        | 2002   |  | 2001
|(Dollars in Thousands) |       |      |        |        |  |     
|Under 3 months         |       | $    | 36,489 |        |  | $    | 26,313 |        |  | $ | 7,719  |       
|3 to 12 months         |       |      | 24,540 |        |  |      | 10,865 |        |  |   | 15,007 |       
|Over 12 months         |       |      | 30,545 |        |  |      | 22,357 |        |  |   | 6,180  |       
|                       |       |      |        |        |  |      |        |        |  |   |        |       
|                       | Total |      | $      | 91,574 |  |      | $      | 59,535 |  |   | $      | 28,906 | 
|                       |       |      |        |        |  |      |        |        |  |   |        |       

Along with traditional deposits, Centra has
access to both short-term and long-term borrowings to fund its
operations and investments. Centras short-term borrowings
consist of corporate deposits held in overnight repurchase
agreements and retail funds such as term repurchase agreements.
At December 31, 2003, short-term borrowings totaled
$17.0 million compared to $24.6 million in 2002.

Capital/ Stockholders Equity

During the year ended December 31, 2003,
stockholders equity increased approximately
$2.0 million (or 7.6%) to $27.8 million. This increase
resulted primarily from Centras $2.0 million net
income for the year. Centra paid no dividends during 2003 or
2002.

At December 31, 2003, accumulated other
comprehensive income totaled $57,000, an increase of $3,000 from
December 31, 2002. This represents net unrealized gains on
available-for-sale securities, net of income taxes, at
December 31, 2003. Because all the investment securities in
Centras portfolio are classified as available-for-sale,
both the investment and equity sections of Centras balance
sheet are more sensitive to the changing market values of
investments.

Centra has also complied with the standards of
capital adequacy mandated by the banking industry. Bank
regulators have established risk-based capital
requirements designed to measure capital adequacy. Risk-based
capital ratios reflect the relative risks of various assets
banks hold in their portfolios. A weight category of either 0%
(lowest risk assets), 20%, 50%, or 100% (highest risk assets) is
assigned to each asset on the balance sheet. Detailed
information concerning Centras risk-based capital ratios
can be found in Note 11 of the Notes to the Consolidated
Financial Statements. At December 31, 2003, Centra and its
banking subsidiarys risk-based capital ratios were above
the minimum standards for a well-capitalized institution.
Centras risk-based capital ratio of 10.95% at
December 31, 2003, is above the well-capitalized standard
of 10%. Centras Tier 1 capital ratio of 9.69% also
exceeded the well-capitalized minimum of 6%. The leverage ratio
at December 31, 2003, was 8.15% and was also above the
well-capitalized standard of 5%. Management believes
Centras capital continues to provide a strong base for
profitable growth.

24



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Liquidity and Interest Rate
Sensitivity

The objective of Centras asset/liability
management function is to maintain consistent growth in net
interest income within Centras policy guidelines. This
objective is accomplished through management of Centras
balance sheet liquidity and interest rate risk exposure based on
changes in economic conditions, interest rate levels, and
customer preferences.

Interest Rate Risk

The most significant market risk resulting from
Centras normal course of business, extending loans and
accepting deposits, is interest rate risk. Interest rate risk is
the potential for economic loss due to future interest rate
changes which can impact both the earnings stream as well as
market values of financial assets and liabilities. Centras
management has charged the Asset/ Liability Committee
(ALCO) with the overall management of Centra and its
subsidiary banks balance sheets related to the management
of interest rate risk. The ALCO strives to keep Centra focused
on the future, anticipating and exploring alternatives, rather
than simply reacting to change after the fact.

To this end, the ALCO has established an interest
risk management policy that sets the minimum requirements and
guidelines for monitoring and controlling the level and amount
of interest rate risk. The objective of the interest rate risk
policy is to encourage management to adhere to sound
fundamentals of banking while allowing sufficient flexibility to
exercise the creativity and innovations necessary to meet the
challenges of changing markets. The ultimate goal of these
policies is to optimize net interest income within the
constraints of prudent capital adequacy, liquidity, and safety.

The ALCO relies on different methods of assessing
interest rate risk including simulating net interest income,
monitoring the sensitivity of the net present market value of
equity or economic value of equity, and monitoring the
difference or gap between maturing or rate-sensitive assets and
liabilities over various time periods. The ALCO places emphasis
on simulation modeling as the most beneficial measurement of
interest rate risk due to its dynamic measure. By employing a
simulation process that measures the impact of potential changes
in interest rates and balance sheet structures, and by
establishing limits on changes in net income and net market
value, the ALCO is better able to evaluate the possible risks
associated with alternative strategies.

The simulation process starts with a base case
simulation which represents projections of current balance sheet
growth trends. Base case simulation results are prepared under a
flat interest rate forecast and at least two alternative
interest rate forecasts, one rising and one declining, assuming
parallel yield curve shifts. Comparisons showing the earnings
variance from the flat rate forecast illustrate the risks
associated with the current balance sheet strategy. When
necessary, additional balance sheet strategies are developed and
simulations prepared. These additional simulations are run with
the same interest rate forecasts used with the base case
simulation and/or using non-parallel yield curve shifts. The
additional strategies are used to measure yield curve risk,
prepayment risk, basis risk, and index lag risk inherent in the
balance sheet. Comparisons showing the earnings and equity value
variance from the base case provide the ALCO with information
concerning the risks associated with implementing the
alternative strategies. The results from model simulations are
reviewed for indications of whether current interest rate risk
strategies are accomplishing their goal and, if not, suggest
alternative strategies that could. The policy calls for periodic
review by the ALCO of assumptions used in the modeling.

The ALCO believes that it is beneficial to
monitor interest rate risk for both the short-and long-term.
Therefore, to effectively evaluate results from model
simulations, limits on changes in net interest income and the
value of the balance sheet will be established. The ALCO has
determined that the earnings at risk of the bank shall not
change more than 7.5% from base case for each 1% shift in
interest rates. Centra is not in compliance with this policy as
of December 31, 2003. Centra has plans in place to impact
net interest income in the event such interest rate changes
occur. Management believes that the probability of rates
declining 1% in the existing market is remote. During each of
the forecasted declining rate scenarios, deposit rates cannot
decline the full amount of the projected decrease due to
reaching the floor of zero. The interest earning asset portion
of the balance sheet continues to generate reduced interest
income

25



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##### 



thereby generating net interest income at risk
higher than current policy guidelines. ALCO has discussed these
scenarios and will continue to monitor the interest rate
environment. The following table is provided to show the
earnings at risk of Centra as of December 31, 2003.


|                     |      |                        |  |   |        |   |  |  |       |  
|-------------------- | ---- | ---------------------- |  | - | ------ | - |  |  | ----- | -
|                     |      |                       
|Immediate            |      | Estimated Increase    
|Interest Rate Change |      | (Decrease) in Net     
|(in Basis Points)    |      | Interest Income       
|                     |      |                       
|                     |      |                        |  |  
|                     |      |                       
|                     |      | (Dollars in Thousands)
|                     | 300  |                        |  | $ | 1,030  |   |  |  | 8.5   | %
|                     | 200  |                        |  |   | 775    |   |  |  | 6.4   |  
|                     | 100  |                        |  |   | 469    |   |  |  | 3.9   |  
|                     | 100 |                        |  |   | (1,739 | ) |  |  | (14.4 | )

Liquidity

Maintenance of a sufficient level of liquidity is
a primary objective of the ALCO. Liquidity, as defined by the
ALCO, is the ability to meet anticipated operating cash needs,
loan demand, and deposit withdrawals, without incurring a
sustained negative impact on net interest income. It is
Centras policy to manage liquidity so that there is no
need to make unplanned sales of assets or to borrow funds under
emergency conditions.

The main source of liquidity for Centra comes
through deposit growth. Liquidity is also provided from cash
generated from investment maturities, principal payments from
loans, and income from loans and investment securities. During
the year ended December 31, 2003, cash provided by
financing activities totaled $79.9 million, while outflows
from investing activity totaled $97.3 million. When
appropriate, Centra has the ability to take advantage of
external sources of funds such as advances from the Federal Home
Loan Bank (FHLB), national market repurchase agreements, and
brokered funds. These external sources often provide attractive
interest rates and flexible maturity dates that enable Centra to
match funding with contractual maturity dates of assets.
Securities in the investment portfolio are classified as
available-for-sale and can be utilized as an additional source
of liquidity.

Off-Balance Sheet Commitments

The Company has entered into certain agreements
that represent off-balance sheet arrangements that have had a
significant impact on the Companys financial statements
and could have a significant impact in future periods.
Specifically, the Company has entered into agreements to extend
credit or provide conditional payments pursuant to standby and
commercial letters of credit. Further discussion of these
agreements, including the amounts outstanding at
December 31, 2003, is included in Note 11 to the financial
statements.

Financial Accounting Standards Interpretation
No. 45 (FIN 45), Guarantors Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others, is applicable on a prospective basis to
guarantees issued or modified after December 31, 2002. The
disclosure requirements in this Interpretation are first
effective for the Companys 2002 year-end. This
interpretation requires the guarantor to recognize a liability
for the fair value of an obligation assumed under a guarantee.
FIN 45 clarifies the requirements of Financial Accounting
Standards No. 5, Accounting for Contingencies, relating to
guarantees. In general, FIN 45 applies to contracts or
indemnification agreements that contingently require the
guarantor to make payments to the guaranteed party based on
changes in an underlying obligation (a specified interest rate,
security price, commodity price, foreign exchange rate, index of
prices or rates, or other variable) that is related to an asset,
liability, or equity security of the guaranteed party. Certain
guarantee contracts are excluded from both the disclosure and
recognition requirements of this interpretation, including,
among others, guarantees relating to employee compensation,
residual value guarantees under capital lease arrangements,
commercial letters of credit, loan commitments, subordinated
interests in an SPE and guarantees of a companys own
future performance. Other guarantees are subject to the
disclosure requirements of FIN 45 but not to the

26



---



##### 



recognition provisions and include, among others,
a guarantee accounted for as a derivative instrument under
Financial Accounting Standards Statement No. 133, a
parents guarantee of debt owed to a third party by its
subsidiary or vice versa, and a guarantee which is based on
performance, not price. Significant guarantees that have been
entered into by the Company are disclosed in the Note 9 to
the consolidated financial statements. The Company does not
expect the requirements of FIN 45 to have a material impact on
results of operations, financial position or liquidity.


Substantially all of Centras assets relate
to banking and are monetary in nature. Therefore, they are not
impacted by inflation in the same manner as companies in
capital-intensive industries. During a period of rising prices,
a net monetary asset position results in loss in purchasing
power, and conversely, a net monetary liability position results
in an increase in purchasing power. In banks, monetary assets
typically exceed monetary liabilities and therefore, as prices
have increased over the past year, financial institutions
experienced a modest decline in the purchasing power of their
assets.

Fourth Quarter

Centras fourth quarter net income was
$618,000 in 2003 compared to $353,000 in the fourth quarter of
2002. This equated to basic earnings per share, on a quarterly
basis, of $.27 in 2003 and $.15 in 2002. Diluted earnings per
share for the fourth quarter of 2003 and 2002 was $.25 and $.14,
respectively. Net interest income increased in each quarter
during 2003 and was $2.7 million in the fourth quarter of
2003 compared to $1.8 million in 2002. Non-interest income
decreased in the third and fourth quarters, due to the later
stages of the real estate refinancing demand, and was $632,000
in the fourth quarter of 2003 compared to $289,000 in 2002.
Non-interest expense increased to $2.2 million for the
fourth quarter of 2003 from $1.7 million in 2002. This
increase was due to increased staffing and operational costs
associated with the opening and operation of two banking offices
and costs associated with Centras expanding customer base.
In addition, Centra recorded an income tax benefit of $104,000
in the fourth quarter of 2003.

Future Outlook

The banks results of operations represent
the growth stages of a de novo banking institution. Due to our
branch openings in 2003 and continued customer acceptance of our
customer service commitment, Centra has become a strong
competitor in the markets that it serves, and the growth in 2003
resulted in a continuation of the profitability that was
achieved in prior quarters. Centra will continue to penetrate
its markets with an emphasis on customer service with the
highest quality products and technology.

Future plans for the bank involve the bank taking
advantage of both technology and personal customer contact. The
bank continues to utilize retail and business internet services.
In addition to top of the line technology, the bank
is committed to providing individual and personal banking
services. Centra will continue to search for quality banking
locations as well as exploring alternative delivery systems. In
January 2004, Centra acquired land in the Sabraton area of
Morgantown and plans to build a branch facility on this site in
2004.







|         |                                                               
|-------- | --------------------------------------------------------------
|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK

Please refer to pages 22-24 in Item 7 of
this Form 10-KSB.






|        |                                                
|------- | -----------------------------------------------
|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY
    DATA

The Consolidated Financial Statements and
accompanying notes, and the report of independent auditors, are
set forth immediately following Item 9 of this report.

27



---



##### 








|        |                                                                                         
|------- | ----------------------------------------------------------------------------------------
|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
    ON ACCOUNTING AND FINANCIAL DISCLOSURE

No response required.






|         |                        
|-------- | -----------------------
|ITEM 9A. | CONTROLS AND PROCEDURES

The companys management, with the
participation of the companys chief executive officer and
chief financial officer, has evaluated the effectiveness of the
companys disclosure controls and procedures as of
December 31, 2003. Based on that evaluation, the
companys chief executive officer and chief financial
officer concluded that the companys disclosure controls
and procedures are effective as of December 31, 2003.

There were no significant changes in the
companys internal controls over financial reporting during
the fourth quarter of 2003.

28



---



##### 



CENTRA FINANCIAL HOLDINGS, INC. AND
SUBSIDIARIES

Consolidated Balance Sheets

|                                                                                                                   |                      |                                            |         |         |         |   |         |         |         | 
|------------------------------------------------------------------------------------------------------------------ | -------------------- | ------------------------------------------ | ------- | ------- | ------- | - | ------- | ------- | ------- | 
|                                                                                                                   |                      |                                           
|                                                                                                                   |                      | December 31                               
|                                                                                                                   |                      |                                           
|                                                                                                                   |                      | 2003                                       |         | 2002   
|(Dollars in Thousands, except Per Share Data)                                                                      |                      |                                            |         |        
|Assets                                                                                                             |                      |                                            |         |         |         |   |         |        
|Cash and cash equivalents                                                                                          |                      | $                                          | 8,180   |         |         | $ | 6,200   |        
|Interest-bearing deposits in other banks                                                                           |                      |                                            | 997     |         |         |   | 1,001   |        
|Federal funds sold                                                                                                 |                      |                                            | 14,574  |         |         |   | 22,817  |        
|                                                                                                                   |                      |                                            |         |         |         |   |         |        
|                                                                                                                   |                      | Total cash and cash equivalents            |         |         | 23,751  |   |         |         | 30,018  | 
|Available-for-sale securities, at estimated fair
    value (amortized cost of $22,800 in 2003 and $37,116 in 2002) |                      |                                            | 22,895  |         |         |   | 37,170  |        
|Loans                                                                                                              |                      |                                            | 295,925 |         |         |   | 186,737 |        
|Allowance for loan losses                                                                                          |                      |                                            | (4,457  | )       |         |   | (2,375  | )      
|                                                                                                                   |                      |                                            |         |         |         |   |         |        
|                                                                                                                   |                      | Net loans                                  |         |         | 291,468 |   |         |         | 184,362 | 
|Premises and equipment                                                                                             |                      |                                            | 5,654   |         |         |   | 4,019   |        
|Loans held for sale                                                                                                |                      |                                            | 756     |         |         |   | 7,317   |        
|Other assets                                                                                                       |                      |                                            | 5,184   |         |         |   | 3,350   |        
|                                                                                                                   |                      |                                            |         |         |         |   |         |        
|                                                                                                                   |                      | Total assets                               |         | $       | 349,708 |   |         | $       | 266,236 | 
|                                                                                                                   |                      |                                            |         |         |         |   |         |        
|Liabilities                                                                                                        |                      |                                            |         |         |         |   |         |        
|Deposits                                                                                                           |                      |                                            |         |         |         |   |         |        
|                                                                                                                   | Non-interest bearing |                                            | $       | 39,259  |         |   | $       | 27,334  |        
|                                                                                                                   | Interest bearing     |                                            |         | 263,096 |         |   |         | 187,534 |        
|                                                                                                                   |                      |                                            |         |         |         |   |         |        
|                                                                                                                   |                      | Total deposits                             |         |         | 302,355 |   |         |         | 214,868 | 
|Short-term borrowings                                                                                              |                      |                                            | 16,953  |         |         |   | 24,578  |        
|Other liabilities                                                                                                  |                      |                                            | 2,562   |         |         |   | 919     |        
|                                                                                                                   |                      |                                            |         |         |         |   |         |        
|                                                                                                                   |                      | Total liabilities                          |         |         | 321,870 |   |         |         | 240,365 | 
|Stockholders equity Preferred stock, $1 par
    value, 1,000,000 authorized, none issued                          |                      |                                            |        |         |         |   |        |        
|Common stock, $1 par value, 50,000,000
    authorized, 2,320,550 issued and outstanding                            |                      |                                            | 2,320   |         |         |   | 2,320   |        
|Additional paid-in capital                                                                                         |                      |                                            | 25,419  |         |         |   | 25,419  |        
|Accumulated earnings (deficit)                                                                                     |                      |                                            | 42      |         |         |   | (1,922  | )      
|Accumulated other comprehensive income                                                                             |                      |                                            | 57      |         |         |   | 54      |        
|                                                                                                                   |                      |                                            |         |         |         |   |         |        
|                                                                                                                   |                      | Total stockholders equity                 |         |         | 27,838  |   |         |         | 25,871  | 
|                                                                                                                   |                      |                                            |         |         |         |   |         |        
|                                                                                                                   |                      | Total liabilities and stockholders equity |         | $       | 349,708 |   |         | $       | 266,236 | 
|                                                                                                                   |                      |                                            |         |         |         |   |         |        

See Notes to Consolidated Financial
Statements.

29



---



##### 



CENTRA FINANCIAL HOLDINGS, INC. AND
SUBSIDIARIES

Consolidated Statements of Income

|                                              |                                     |                                                         |           |        |        |      |           |       |        |   |           |       |       |  
|--------------------------------------------- | ----------------------------------- | ------------------------------------------------------- | --------- | ------ | ------ | ---- | --------- | ----- | ------ | - | --------- | ----- | ----- | -
|                                              |                                     |                                                        
|                                              |                                     | Year Ended December 31                                 
|                                              |                                     |                                                        
|                                              |                                     | 2003                                                    |           | 2002   |        | 2001
|(Dollars in Thousands, except Per Share Data) |                                     |                                                         |           |        |        |     
|Interest income:                              |                                     |                                                         |           |        |        |      |           |       |        |   |           |      
|                                              | Loans, including fees               |                                                         | $         | 13,584 |        |      | $         | 9,594 |        |   | $         | 6,146 |      
|                                              | Loans held for sale                 |                                                         |           | 295    |        |      |           | 168   |        |   |           | 113   |      
|                                              | Securities available-for-sale       |                                                         |           | 508    |        |      |           | 499   |        |   |           | 589   |      
|                                              | Interest-bearing bank balances      |                                                         |           | 24     |        |      |           | 32    |        |   |           | 49    |      
|                                              | Federal funds sold                  |                                                         |           | 223    |        |      |           | 273   |        |   |           | 221   |      
|                                              |                                     |                                                         |           |        |        |      |           |       |        |   |           |      
|                                              |                                     | Total interest income                                   |           |        | 14,634 |      |           |       | 10,566 |   |           |       | 7,118 |  
|Interest expense:                             |                                     |                                                         |           |        |        |      |           |       |        |   |           |      
|                                              | Deposits                            |                                                         |           | 5,226  |        |      |           | 4,194 |        |   |           | 3,452 |      
|                                              | Short-term borrowings               |                                                         |           | 78     |        |      |           | 118   |        |   |           | 210   |      
|                                              |                                     |                                                         |           |        |        |      |           |       |        |   |           |      
|                                              |                                     | Total interest expense                                  |           |        | 5,304  |      |           |       | 4,312  |   |           |       | 3,662 |  
|                                              |                                     |                                                         |           |        |        |      |           |       |        |   |           |      
|                                              |                                     | Net interest income                                     |           |        | 9,330  |      |           |       | 6,254  |   |           |       | 3,456 |  
|Provision for loan losses                     |                                     |                                                         | 2,099     |        |        |      | 967       |       |        |   | 793       |      
|                                              |                                     |                                                         |           |        |        |      |           |       |        |   |           |      
|                                              |                                     | Net interest income after provision for loan
    losses |           |        | 7,231  |      |           |       | 5,287  |   |           |       | 2,663 |  
|Other income:                                 |                                     |                                                         |           |        |        |      |           |       |        |   |           |      
|                                              | Service charges on deposit accounts |                                                         |           | 654    |        |      |           | 420   |        |   |           | 181   |      
|                                              | Other service charges and fees      |                                                         |           | 472    |        |      |           | 304   |        |   |           | 166   |      
|                                              | Secondary market income             |                                                         |           | 1,563  |        |      |           | 757   |        |   |           | 371   |      
|                                              | Other                               |                                                         |           | 97     |        |      |           | 48    |        |   |           | 35    |      
|                                              |                                     |                                                         |           |        |        |      |           |       |        |   |           |      
|                                              |                                     | Total other income                                      |           |        | 2,786  |      |           |       | 1,529  |   |           |       | 753   |  
|Other expense:                                |                                     |                                                         |           |        |        |      |           |       |        |   |           |      
|                                              | Salaries and employee benefits      |                                                         |           | 3,908  |        |      |           | 2,715 |        |   |           | 2,037 |      
|                                              | Occupancy expense                   |                                                         |           | 819    |        |      |           | 618   |        |   |           | 469   |      
|                                              | Equipment expense                   |                                                         |           | 778    |        |      |           | 600   |        |   |           | 447   |      
|                                              | Advertising                         |                                                         |           | 395    |        |      |           | 249   |        |   |           | 151   |      
|                                              | Professional fees                   |                                                         |           | 212    |        |      |           | 140   |        |   |           | 130   |      
|                                              | Data processing                     |                                                         |           | 621    |        |      |           | 408   |        |   |           | 274   |      
|                                              | Other                               |                                                         |           | 1,424  |        |      |           | 1,161 |        |   |           | 804   |      
|                                              |                                     |                                                         |           |        |        |      |           |       |        |   |           |      
|                                              |                                     | Total other expense                                     |           |        | 8,157  |      |           |       | 5,891  |   |           |       | 4,312 |  
|                                              |                                     |                                                         |           |        |        |      |           |       |        |   |           |      
|                                              |                                     | Net income (loss) before income tax (benefit)           |           |        | 1,860  |      |           |       | 925    |   |           |       | (896  | )
|Income tax (benefit)                          |                                     |                                                         | (104      | )      |        |      |          |       |        |   |          |      
|                                              |                                     |                                                         |           |        |        |      |           |       |        |   |           |      
|                                              |                                     | Net income (loss)                                       |           | $      | 1,964  |      |           | $     | 925    |   |           | $     | (896  | )
|                                              |                                     |                                                         |           |        |        |      |           |       |        |   |           |      
|Basic earnings (loss) per share               |                                     | $                                                       | .85       |        |        | $    | .46       |       |        | $ | (.61      | )    
|Diluted earnings (loss) per share             |                                     | $                                                       | .80       |        |        | $    | .44       |       |        | $ | (.61      | )    
|Basic weighted-average shares outstanding     |                                     |                                                         | 2,320,550 |        |        |      | 1,997,634 |       |        |   | 1,472,273 |      
|Diluted weighted-average shares outstanding   |                                     |                                                         | 2,452,419 |        |        |      | 2,110,743 |       |        |   | 1,472,273 |      

See Notes to Consolidated Financial
Statements.

30



---



##### 



CENTRA FINANCIAL HOLDINGS, INC. AND
SUBSIDIARIES

Consolidated Statements of Stockholders
Equity

|                           |                             |                                                  |       |            |   |             |        |               |   |       |        |       |   |   |    |   |    |   |        |       |    |  
|-------------------------- | --------------------------- | ------------------------------------------------ | ----- | ---------- | - | ----------- | ------ | ------------- | - | ----- | ------ | ----- | - | - | -- | - | -- | - | ------ | ----- | -- | -
|                           |                             |                                                  |       |            |   |             |        | Accumulated   |   |      
|                           |                             |                                                  |       | Additional |   | Accumulated |        | Other         |   |      
|                           |                             | Common                                           |       | Paid-in    |   | Earnings    |        | Comprehensive |   |      
|                           |                             | Stock                                            |       | Capital    |   | (Deficit)   |        | Income(Loss)  |   | Total
|(Dollars in Thousands)     |                             |                                                  |       |            |   |             |        |               |   |      
|Balance, January 1, 2001   |                             | $                                                | 1,200 |            |   | $           | 10,800 |               |   | $     | (1,951 | )     |   | $ | 11 |   |    | $ | 10,060 |      
|Issuance of common stock   |                             |                                                  | 400   |            |   |             | 4,605  |               |   |       |       |       |   |   |   |   |    |   | 5,005  |      
|Comprehensive loss:        |                             |                                                  |       |            |   |             |        |               |   |       |        |       |   |   |    |   |    |   |        |      
|                           | Net loss                    |                                                  |       |           |   |             |        |              |   |       |        | (896  | ) |   |    |  |    |   |        | (896  | ) 
|                           | Other comprehensive loss:   |                                                  |       |            |   |             |        |               |   |       |        |       |   |   |    |   |    |   |        |       |   
|                           |                             | Unrealized loss on available-for-sale securities |       |            |  |             |        |               |  |       |        |       |  |   |    |   | (8 | ) |        |       | (8 | )
|                           |                             |                                                  |       |            |   |             |        |               |   |       |        |       |   |   |    |   |    |   |        |      
|                           | Total comprehensive loss    |                                                  |       |            |   |             |        |               |   |       |        |       |   |   |    |   |    |   |        | (904  | ) 
|                           |                             |                                                  |       |            |   |             |        |               |   |       |        |       |   |   |    |   |    |   |        |      
|Balance, December 31, 2001 |                             |                                                  | 1,600 |            |   |             | 15,405 |               |   |       | (2,847 | )     |   |   | 3  |   |    |   | 14,161 |      
|Issuance of common stock   |                             |                                                  | 720   |            |   |             | 10,014 |               |   |       |       |       |   |   |   |   |    |   | 10,734 |      
|Comprehensive income:      |                             |                                                  |       |            |   |             |        |               |   |       |        |       |   |   |    |   |    |   |        |      
|                           | Net income                  |                                                  |       |           |   |             |        |              |   |       |        | 925   |   |   |    |  |    |   |        | 925   |   
|                           | Other comprehensive income: |                                                  |       |            |   |             |        |               |   |       |        |       |   |   |    |   |    |   |        |       |   
|                           |                             | Unrealized gain on available-for-sale securities |       |            |  |             |        |               |  |       |        |       |  |   |    |   | 51 |   |        |       | 51 |  
|                           |                             |                                                  |       |            |   |             |        |               |   |       |        |       |   |   |    |   |    |   |        |      
|                           | Total comprehensive income  |                                                  |       |            |   |             |        |               |   |       |        |       |   |   |    |   |    |   |        | 976   |   
|                           |                             |                                                  |       |            |   |             |        |               |   |       |        |       |   |   |    |   |    |   |        |      
|Balance, December 31, 2002 |                             |                                                  | 2,320 |            |   |             | 25,419 |               |   |       | (1,922 | )     |   |   | 54 |   |    |   | 25,871 |      
|Comprehensive income:      |                             |                                                  |       |            |   |             |        |               |   |       |        |       |   |   |    |   |    |   |        |      
|                           | Net income                  |                                                  |       |           |   |             |        |              |   |       |        | 1,964 |   |   |    |  |    |   |        | 1,964 |   
|                           | Other comprehensive income: |                                                  |       |            |   |             |        |               |   |       |        |       |   |   |    |   |    |   |        |       |   
|                           |                             | Unrealized gain on available-for-sale securities |       |            |  |             |        |               |  |       |        |       |  |   |    |   | 3  |   |        |       | 3  |  
|                           |                             |                                                  |       |            |   |             |        |               |   |       |        |       |   |   |    |   |    |   |        |      
|                           | Total comprehensive income  |                                                  |       |            |   |             |        |               |   |       |        |       |   |   |    |   |    |   |        | 1,967 |   
|                           |                             |                                                  |       |            |   |             |        |               |   |       |        |       |   |   |    |   |    |   |        |      
|Balance, December 31, 2003 |                             | $                                                | 2,320 |            |   | $           | 25,419 |               |   | $     | 42     |       |   | $ | 57 |   |    | $ | 27,838 |      
|                           |                             |                                                  |       |            |   |             |        |               |   |       |        |       |   |   |    |   |    |   |        |      

See Notes to Consolidated Financial
Statements.

31



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##### 



CENTRA FINANCIAL HOLDINGS, INC. AND
SUBSIDIARIES

Consolidated Statements of Cash
Flows

|                                                                                                           |                   |                                        |                                                         |       |         |         |         |       |         |         |          |       |         |         |  
|---------------------------------------------------------------------------------------------------------- | ----------------- | -------------------------------------- | ------------------------------------------------------- | ----- | ------- | ------- | ------- | ----- | ------- | ------- | -------- | ----- | ------- | ------- | -
|                                                                                                           |                   |                                       
|                                                                                                           |                   | Year Ended December 31                
|                                                                                                           |                   |                                       
|                                                                                                           |                   | 2003                                   |                                                         | 2002  |         | 2001   
|(Dollars in Thousands)                                                                                     |                   |                                        |                                                         |       |         |        
|Operating activities:                                                                                      |                   |                                        |                                                         |       |         |         |         |       |         |         |          |      
|Net income (loss)                                                                                          |                   | $                                      | 1,964                                                   |       |         | $       | 925     |       |         | $       | (896     | )    
|Adjustments to reconcile net income
    (loss) to net cash provided by (used in) operating
    activities: |                   |                                        |                                                         |       |         |         |         |       |         |         |          |      
|                                                                                                           |                   | Accretion of discounts on securities   |                                                         |       | (169    | )       |         |       | (312    | )       |          |       | (562    | )      
|                                                                                                           |                   | Amortization of premiums on securities |                                                         |       | 300     |         |         |       | 9       |         |          |       |        |        
|                                                                                                           |                   | Provision for loan losses              |                                                         |       | 2,099   |         |         |       | 967     |         |          |       | 793     |        
|                                                                                                           |                   | Deferred income tax benefit            |                                                         |       | (1,489  | )       |         |       |        |         |          |       |        |        
|                                                                                                           |                   | Depreciation                           |                                                         |       | 599     |         |         |       | 477     |         |          |       | 342     |        
|                                                                                                           |                   | Loans originated for sale              |                                                         |       | (78,486 | )       |         |       | (57,422 | )       |          |       | (34,606 | )      
|                                                                                                           |                   | Proceeds from loans sold               |                                                         |       | 86,610  |         |         |       | 56,204  |         |          |       | 29,946  |        
|                                                                                                           |                   | Gain on sale of loans                  |                                                         |       | (1,563  | )       |         |       | (757    | )       |          |       |         |        
|                                                                                                           |                   | Increase in other liabilities          |                                                         |       | 1,643   |         |         |       | 406     |         |          |       | 167     |        
|                                                                                                           |                   | Increase in other assets               |                                                         |       | (253    | )       |         |       | (317    | )       |          |       | (205    | )      
|                                                                                                           |                   |                                        |                                                         |       |         |         |         |       |         |         |          |      
|                                                                                                           |                   |                                        | Net cash provided by (used in) operating
    activities |       |         | 11,255  |         |       |         | 180     |          |       |         | (5,021  | )
|Investing activities:                                                                                      |                   |                                        |                                                         |       |         |         |         |       |         |         |          |      
|Purchases of premises and equipment                                                                        |                   |                                        | (2,234                                                  | )     |         |         | (677    | )     |         |         | (1,879   | )    
|Purchases of life insurance                                                                                |                   |                                        | (129                                                    | )     |         |         | (836    | )     |         |         | (1,008   | )    
|Purchases of available-for-sale securities                                                                 |                   |                                        | (24,854                                                 | )     |         |         | (86,769 | )     |         |         | (118,003 | )    
|Sales and maturities of available-for-sale
    securities                                                  |                   |                                        | 39,038                                                  |       |         |         | 63,049  |       |         |         | 128,883  |      
|Net increase in loans made to customers                                                                    |                   |                                        | (109,205                                                | )     |         |         | (68,090 | )     |         |         | (76,249  | )    
|                                                                                                           |                   |                                        |                                                         |       |         |         |         |       |         |         |          |      
|                                                                                                           |                   |                                        | Net cash used in investing activities                   |       |         | (97,384 | )       |       |         | (93,323 | )        |       |         | (68,256 | )
|Financing activities:                                                                                      |                   |                                        |                                                         |       |         |         |         |       |         |         |          |      
|Net increase in deposits                                                                                   |                   |                                        | 87,487                                                  |       |         |         | 86,533  |       |         |         | 65,435   |      
|Net (decrease) increase in securities sold
    under agreement to repurchase                               |                   |                                        | (7,625                                                  | )     |         |         | 12,027  |       |         |         | 9,063    |      
|Proceeds of stock offering                                                                                 |                   |                                        |                                                        |       |         |         | 10,734  |       |         |         | 5,005    |      
|                                                                                                           |                   |                                        |                                                         |       |         |         |         |       |         |         |          |      
|                                                                                                           |                   |                                        | Net cash provided by financing activities               |       |         | 79,862  |         |       |         | 109,294 |          |       |         | 79,503  |  
|                                                                                                           |                   |                                        |                                                         |       |         |         |         |       |         |         |          |      
|                                                                                                           |                   |                                        | (Decrease) increase in cash and cash equivalents        |       |         | (6,267  | )       |       |         | 16,151  |          |       |         | 6,226   |  
|Cash and cash equivalents  beginning
    of period                                                        |                   |                                        | 30,018                                                  |       |         |         | 13,867  |       |         |         | 7,641    |      
|                                                                                                           |                   |                                        |                                                         |       |         |         |         |       |         |         |          |      
|                                                                                                           |                   |                                        | Cash and cash equivalents  end of
    period           |       | $       | 23,751  |         |       | $       | 30,018  |          |       | $       | 13,867  |  
|                                                                                                           |                   |                                        |                                                         |       |         |         |         |       |         |         |          |      
|Supplemental cash flow information:                                                                        |                   |                                        |                                                         |       |         |         |         |       |         |         |          |      
|                                                                                                           | Interest paid     |                                        | $                                                       | 5,189 |         |         | $       | 4,257 |         |         | $        | 3,622 |        
|                                                                                                           | Income taxes paid |                                        | $                                                       | 39    |         |         | $       |      |         |         | $        |      |        

See Notes to Consolidated Financial
Statements.

32



---



##### 



CENTRA FINANCIAL HOLDINGS,INC. AND
SUBSIDIARIES

Notes to the Consolidated Financial
Statements

1.     Summary of
Significant Accounting Policies

The accounting and reporting policies of Centra
Financial Holdings, Inc. and Subsidiaries (Centra)
conform to accounting principles generally accepted in the
United States and to general practices within the banking
industry. Centra considers all of its principal activities to be
banking related. Centras business activities are currently
confined to one segment which is community banking. As a
community banking entity, Centra offers its customers a full
range of products through various delivery channels. The
preparation of the financial statements in conformity with
accounting principles generally accepted in the United States
requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those
estimates.

The following is a summary of significant
accounting policies followed in the preparation of the financial
statements:



| |                            
| | ---------------------------
| | Principles of Consolidation

The consolidated financial statements include the
accounts of Centra Financial Holdings, Inc. and its wholly owned
subsidiaries. All significant inter-company accounts and
transactions have been eliminated.



| |                          
| | -------------------------
| | Cash and Cash Equivalents

Cash and cash equivalents include cash and due
from banks, interest-bearing deposits in other banks, and
federal funds sold, all with original maturities of 90 days
or less.



| |                      
| | ---------------------
| | Investment Securities

Management determines the appropriate
classification of investment securities at the time of purchase.
Available-for-sale securities are those securities that would be
available to be sold in the future in response to Centras
liquidity needs, changes in market interest rates, and
asset-liability management strategies, among others.
Available-for-sale securities are reported at fair value, with
unrealized holding gains and losses reported in a separate
component of other comprehensive income. The cost of securities
sold is based on the specific-identification method.



| |      
| | -----
| | Loans

Loans are stated at the principal amount
outstanding, net of any unearned income. Loans are deemed
delinquent when scheduled principal or interest payments are 30
to 90 days past due.

Interest income is recognized on an accrual
basis. Loan origination fees and certain direct costs are
deferred and amortized into interest income as an adjustment to
the yield over the term of the loan. Other credit-related fees
such as commitment fees, letter and line of credit fees are
recognized as fee income when earned.

Loans are designated as non-performing when
either principal or interest payments are 90 days or more
past due, unless those loans are in the process of collection
and, in managements opinion, are fully secured. When a
loan is placed on non-accrual status, previously accrued
interest recognized in income in the current year is reversed
and interest accrued in prior years is charged against the
allowance for loan losses. Interest received on non-performing
loans is included in income only if principal recovery is
reasonably assured. A non-performing loan is restored to accrual
status when it is brought current, has performed in accordance
with contractual terms for a reasonable period of time, and the
collectibility of the total contractual principal and interest
is no longer in doubt.

33



---



##### 



CENTRA FINANCIAL HOLDINGS INC. AND
SUBSIDIARIES


Notes to the Consolidated Financial
Statements  (continued)



| |                          
| | -------------------------
| | Allowance for Loan Losses

The allowance for loan losses is maintained at a
level believed adequate by management to absorb probable losses
in the loan portfolio. Managements determination of the
adequacy of the allowance for loan losses is based on a
quarterly evaluation of the portfolio, historical loan loss
experience of peer banks, peer group comparisons, current
national and local economic conditions, volume, growth, and
composition of the portfolio, and other relevant risk factors.
This evaluation is inherently subjective and it requires
material estimates, including estimated losses on pools of loans
grouped by similar risk characteristics based on historical loss
experience of peers and consideration of current economic
conditions, that may be susceptible to significant change.
Increases to the allowance for estimated credit losses are made
by charges to the provision for loan losses. Loans that would be
determined uncollectible are charged against the allowance for
loan losses, while recoveries of previously charged-off loans
would be credited to the allowance for loan losses.

Centras allowance for loan losses is the
combination of estimated allowances for specific commercial
credits, if any, and allowances for the remaining loans, grouped
by similar characteristics. Managements estimate of each
component of the allowance for loan losses is based on certain
observable data that management believes is the most reflective
of the underlying credit losses being estimated.

A key element of Centras methodology for
determining the allowance for loan losses is Centras
formal credit risk monitoring procedures, which includes credit
risk grading of individual commercial loans. Commercial loans
are assigned credit risk grades based on the individual
borrowers ability to meet its contractual obligations.
Upon detection of the borrowers inability to meet its
contractual obligations, the loan is considered impaired and a
specific allowance is determined. For the remaining loans,
historical peer loss estimates are utilized and adjusted in
consideration of known inherent risk factors. Any differences
between net charge-offs and estimated losses are evaluated so
that management can ensure the allowance for loan loss analysis
adequately provides for the risk in the total loan portfolio.



| |                    
| | -------------------
| | Loans Held for Sale

Loans held for sale are real estate loans that
Centra originated with the intent to sell in the secondary
market. The loans are carried at the lower of aggregate cost or
estimated fair value.



| |                            
| | ---------------------------
| | Bank Premises and Equipment

Bank premises and equipment are stated at cost
less accumulated depreciation. Depreciation is computed on the
straight-line method over the estimated useful lives of the
related assets. Centra depreciates its building, leasehold
improvements and premises, and furniture, fixtures and equipment
over estimated useful lives ranging from 7 to 31 years and
3 to 10 years, respectively.



| |             
| | ------------
| | Income Taxes

Deferred income taxes (included in other assets)
are provided for temporary differences between the tax basis of
an asset or liability and its reported amount in the financial
statements at the statutory tax rate that will be in effect when
the differences are expected to reverse.



| |                         
| | ------------------------
| | Stock Based Compensation

Centra has nonqualified and incentive stock
option plans for certain key employees and directors. Because
the exercise price of Centras employee stock options
equals the market price of the underlying stock on the date of
grant, no compensation expense is recognized. Had compensation
expense been

34



---



##### 



CENTRA FINANCIAL HOLDINGS INC. AND
SUBSIDIARIES


Notes to the Consolidated Financial
Statements  (continued)

determined using the fair-value method, pro forma
net income (loss) for the years ended December 31,
2003, 2002 and 2001 would have been as follows:

|                                                  |  |                         |       |      |  |      |      |   |  |   |        |  
|------------------------------------------------- |  | ----------------------- | ----- | ---- |  | ---- | ---- | - |  | - | ------ | -
|                                                  |  |                        
|                                                  |  | Year Ended December 31,
|                                                  |  |                        
|                                                  |  | 2003                    |       | 2002 |  | 2001
|                                                  |  |                         |       |      |  |     
|(Dollars in Thousands, except Per Share
    Data) |  |                         |       |      |  |      |      |   |  |   |        |  
|                                                 
|Net income (loss) as reported                     |  | $                       | 1,964 |      |  | $    | 925  |   |  | $ | (896   | )
|Stock based compensation using fair value method  |  |                         | (400  | )    |  |      | (241 | ) |  |   | (118   | )
|                                                  |  |                         |       |      |  |      |      |   |  |   |        |  
|Pro forma net income (loss)                       |  | $                       | 1,564 |      |  | $    | 684  |   |  | $ | (1,014 | )
|                                                  |  |                         |       |      |  |      |      |   |  |   |        |  
|Basic earnings (loss) per share as reported       |  | $                       | .85   |      |  | $    | .46  |   |  | $ | (.61   | )
|Diluted earnings (loss) per share as reported     |  | $                       | .80   |      |  | $    | .44  |   |  | $ | (.61   | )
|Proforma basic earnings (loss) per share          |  | $                       | .67   |      |  | $    | .34  |   |  | $ | (.69   | )
|Proforma diluted earnings (loss) per share        |  | $                       | .64   |      |  | $    | .32  |   |  | $ | (.69   | )

For purposes of pro forma disclosures, the
estimated fair value of options is amortized to expense over the
options vesting period. The significant assumptions used
in computing the fair value of stock options are disclosed in
Note 14.

In December 2002, the FASB issued SFAS 148,
Accounting for Stock-Based Compensation  Transition
and Disclosure, which provides guidance on how to transition
from the intrinsic value of accounting for stock-based
compensation to the fair-value method of accounting, if a
company so elects. Centra will continue to account for its stock
options under the intrinsic-value method. See Note 14 to
the consolidated financial statements for further discussion of
stock options.



| |                   
| | ------------------
| | Earnings Per Share

Basic earnings per share is determined by
dividing net income by the weighted average number of shares
outstanding. Diluted earnings per share is determined by
dividing net income by the weighted average number of shares
outstanding increased by the number of shares that would be
issued assuming the exercise of stock options. The dilutive
effect of stock options was 131,869 shares in 2003 and 113,109
shares in 2002. Basic and diluted earnings per share are equal
for Centra in 2001 due to the overall loss and anti-dilutive
impact of the options.



| |                                     
| | ------------------------------------
| | Recent Accounting
    Pronouncements

In November 2002, the FASB issued FASB
interpretation No. 45 (FIN 45), Guarantors
Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others. This
interpretation expanded the disclosures to be made by a
guarantor in its financial statements about its obligations
under certain guarantees and requires the guarantor to recognize
a liability for the fair value of an obligation assumed under a
guarantee. In general, FIN 45 applied to contracts or
indemnification agreements that contingently require the
guarantor to make payments to the guaranteed party based on
changes in an underlying asset, liability, or equity security of
the guaranteed party. The disclosure requirements of FIN 45
were effective for the bank as of December 31, 2002, and
required disclosure of the nature of the guarantee, the maximum
potential amount of future payments that the guarantor could be
required to make under the guarantee, and the current amount of
the liability, if any, for the guarantors obligations
under the guarantee. The recognition requirements of FIN 45
were applied prospectively to guarantees issued or modified
after December 31, 2002. The adoption of FIN 45 did
not have a material impact on results of operations, financial
position or liquidity.

35



---



##### 



CENTRA FINANCIAL HOLDINGS INC. AND
SUBSIDIARIES


Notes to the Consolidated Financial
Statements  (continued)

In January 2003, the FASB issued FASB
interpretation No. 46 (FIN 46), Consolidation of
Variable Interest Entities. FIN 46 provides guidance on how
to identify a variable interest entity (VIE) and determine
when the assets, liabilities, noncontrolling interests, and
results of operations of a VIE are to be included in an
entitys consolidated financial statements. A VIE exists
when either the total equity investment at risk is not
sufficient to permit the entity to finance its activities by
itself, or the equity investors lack one of the three
characteristics associated with owning a controlling financial
interest. Those characteristics include the direct or indirect
ability to make decisions about an entitys activities
through voting rights or similar rights, the obligation to
absorb the expected losses of an entity if they occur, and the
right to receive the expected residual returns of the entity if
they occur. FIN 46 was effective immediately for new
entities created or acquired after February 1, 2003, and
became effective in the fourth quarter of 2003 for entities that
existed prior to February 1, 2003, except for certain
variable interest entities whereby the effective date was
delayed until the first quarter of 2004 by a revised
interpretation issued in December 2003. The provisions of FIN 46
are not applicable to Centra since there are currently no
investments in variable interest entities. Accordingly, the
adoption of FIN 46 did not impact Centras financial
condition or results of operations.

In April 2003, the FASB issued SFAS No. 149,
Amendment of Statement 133 on Derivative Instruments
and Hedging Activities, which amends and clarifies
financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other
contracts, and hedging activities addressed under SFAS
No. 133, Accounting for Derivative Instruments and
Hedging Activities. This accounting guidance amends SFAS
No. 133 for decisions made by the FASB as part of the
Derivatives Implementation Group process and also amends SFAS
No. 133 to clarify the definition of a derivative. SFAS
No. 149 generally became effective for contracts entered
into or modified after June 30, 2003, and for hedging
relationships designated after June 30, 2003. Centra enters
into interest rate lock commitments with borrowers and best
effort commitments with investors to deliver the loans once
funded. The interest rate lock commitments are considered
derivatives in accordance with SFAS 149; however, the fair
value of such commitments and the best effort commitments are
not material to the financial position or results of operations
of Centra.

In May 2003, the FASB issued Statement of
Financial Accounting Standards No. 150, Accounting for
Certain Financial Instruments with Characteristics of both
Liabilities and Equity (SFAS 150). SFAS 150 modifies the
accounting for certain financial instruments that issuers
previously could account for as equity. Under SFAS 150, certain
instruments with characteristics of both liabilities and equity
must be classified as liabilities in the balance sheets, with
the corresponding payment to holders of the instruments
recognized as a component of interest expense. The adoption of
this standard had no impact on the financial position or results
of operations of Centra since they had no such instruments.

2.     Fair Values of
Financial Instruments

The following methods and assumptions were used
by Centra in estimating its fair value disclosures for financial
instruments:



| |                          
| | -------------------------
| | Cash and Cash Equivalents

The carrying amounts reported in the balance
sheet approximate their fair values.



| |                      
| | ---------------------
| | Investment Securities

Fair values for investment securities are based
on quoted market prices, where available. If quoted market
prices are not available, fair values are estimated using quoted
market prices of comparable securities. Differences occurring
due to these estimates are not material.

36



---



##### 



CENTRA FINANCIAL HOLDINGS INC. AND
SUBSIDIARIES


Notes to the Consolidated Financial
Statements  (continued)



| |      
| | -----
| | Loans

The fair value of performing variable rate loans
that reprice frequently and performing demand loans, with no
significant change in credit risk, is based on carrying value.
The fair value of certain mortgage loans is based on quoted
market prices of similar loans sold adjusted for differences in
loan characteristics. The fair value of other performing loans
(e.g., commercial real estate, commercial and consumer loans) is
estimated using discounted cash flow analyses and interest rates
currently being offered for loans with similar terms to
borrowers of similar credit quality.



| |         
| | --------
| | Deposits

The carrying amounts of demand deposits, savings
accounts and certain money market deposits approximate their
fair values. The fair value of fixed maturity certificates of
deposit is estimated using a discounted cash flow calculation
that applies current rates offered for deposits of similar
remaining maturities.



| |                      
| | ---------------------
| | Short-term Borrowings

The carrying amounts of short-term borrowings
approximate their fair values.



| |                      
| | ---------------------
| | Financial Instruments

The fair value of loan commitments is estimated
using the fees currently charged to enter into similar
agreements taking into account the remaining terms of the
agreements and the counter parties credit standing. The
estimated fair value of these commitments approximates their
carrying value.

The estimated fair values of Centras
financial instruments are as follows:

|                       |                           |          |   |                |  |          |   |                |  |  |   |         |  |  |   |         | 
|---------------------- | ------------------------- | -------- | - | -------------- |  | -------- | - | -------------- |  |  | - | ------- |  |  | - | ------- | 
|                       |                           |          |   |               
|                       |                           | 2003     |   | 2002          
|                       |                           |          |   |               
|                       |                           | Carrying |   | Estimated Fair |  | Carrying |   | Estimated Fair
|                       |                           | Amount   |   | Value          |  | Amount   |   | Value         
|                       |                           |          |   |                |  |          |   |               
|(Dollars in Thousands) |                           |          |   |                |  |          |   |                |  |  |   |         |  |  |   |        
|                      
|Financial assets:      |                           |          |   |                |  |          |   |                |  |  |   |         |  |  |   |        
|                       | Cash and cash equivalents |          | $ | 23,751         |  |          | $ | 23,751         |  |  | $ | 30,018  |  |  | $ | 30,018  | 
|                       | Investment securities     |          |   | 22,895         |  |          |   | 22,895         |  |  |   | 37,170  |  |  |   | 37,170  | 
|                       | Loans                     |          |   | 295,925        |  |          |   | 297,759        |  |  |   | 186,737 |  |  |   | 188,961 | 
|Financial liabilities: |                           |          |   |                |  |          |   |                |  |  |   |         |  |  |   |        
|                       | Deposits                  |          |   | 302,355        |  |          |   | 304,798        |  |  |   | 214,868 |  |  |   | 216,535 | 
|                       | Short-term borrowings     |          |   | 16,953         |  |          |   | 16,953         |  |  |   | 24,578  |  |  |   | 24,578  | 

Bank premises and equipment and other information
required to compute Centras aggregate fair value are not
included in the above information. Accordingly, the above fair
values are not intended to represent the aggregate fair value of
Centra.

37



---



##### 



CENTRA FINANCIAL HOLDINGS INC. AND
SUBSIDIARIES


Notes to the Consolidated Financial
Statements  (continued)

3.     Investment
Securities

The estimated maturities presented in the tables
below may differ from the contractual maturities because
borrowers may have the right to call or prepay obligations
without call or prepayment penalties. The portfolio contains no
single issue (excluding U.S. government and U.S. agency
securities) that exceeds 10% of stockholders equity.

|                                                                                          |                                     |                                             |        |            |  |            |    |           |  |   |     |     |   |   |        |        | 
|----------------------------------------------------------------------------------------- | ----------------------------------- | ------------------------------------------- | ------ | ---------- |  | ---------- | -- | --------- |  | - | --- | --- | - | - | ------ | ------ | 
|                                                                                          |                                     |                                            
|                                                                                          |                                     | Securities Classified as Available-for-Sale
|                                                                                          |                                     |                                            
|                                                                                          |                                     |                                             |        | Gross      |  | Gross      |    | Estimated
|                                                                                          |                                     | Amortized                                   |        | Unrealized |  | Unrealized |    | Fair     
|                                                                                          |                                     | Cost                                        |        | Gains      |  | Losses     |    | Value    
|                                                                                          |                                     |                                             |        |            |  |            |    |          
|(Dollars in Thousands)                                                                    |                                     |                                             |        |            |  |            |    |           |  |   |     |     |   |   |        |       
|                                                                                         
|At December 31, 2003:                                                                     |                                     |                                             |        |            |  |            |    |           |  |   |     |     |   |   |        |       
|U.S. Treasury securities and obligations of U.S.
    government agencies and corporations |                                     | $                                           | 22,159 |            |  | $          | 40 |           |  | $ | (8  | )   |   | $ | 22,191 |       
|Other securities                                                                          |                                     |                                             | 641    |            |  |            | 63 |           |  |   |    |     |   |   | 704    |       
|                                                                                          |                                     |                                             |        |            |  |            |    |           |  |   |     |     |   |   |        |       
|                                                                                          | Total available-for-sale securities |                                             | $      | 22,800     |  |            | $  | 103       |  |   | $   | (8  | ) |   | $      | 22,895 | 
|                                                                                          |                                     |                                             |        |            |  |            |    |           |  |   |     |     |   |   |        |       
|At December 31, 2002:                                                                     |                                     |                                             |        |            |  |            |    |           |  |   |     |     |   |   |        |       
|U.S. Treasury securities and obligations of U.S.
    government agencies and corporations |                                     | $                                           | 36,716 |            |  | $          | 69 |           |  | $ | (24 | )   |   | $ | 36,761 |       
|Other securities                                                                          |                                     |                                             | 400    |            |  |            | 9  |           |  |   |    |     |   |   | 409    |       
|                                                                                          |                                     |                                             |        |            |  |            |    |           |  |   |     |     |   |   |        |       
|                                                                                          | Total available-for-sale securities |                                             | $      | 37,116     |  |            | $  | 78        |  |   | $   | (24 | ) |   | $      | 37,170 | 
|                                                                                          |                                     |                                             |        |            |  |            |    |           |  |   |     |     |   |   |        |       
|At December 31, 2001:                                                                     |                                     |                                             |        |            |  |            |    |           |  |   |     |     |   |   |        |       
|U.S. Treasury securities and obligations of U.S.
    government agencies and corporations |                                     | $                                           | 12,976 |            |  | $          | 9  |           |  | $ | (6  | )   |   | $ | 12,979 |       
|Other securities                                                                          |                                     |                                             | 117    |            |  |            |   |           |  |   |    |     |   |   | 117    |       
|                                                                                          |                                     |                                             |        |            |  |            |    |           |  |   |     |     |   |   |        |       
|                                                                                          | Total available-for-sale securities |                                             | $      | 13,093     |  |            | $  | 9         |  |   | $   | (6  | ) |   | $      | 13,096 | 
|                                                                                          |                                     |                                             |        |            |  |            |    |           |  |   |     |     |   |   |        |       

Maturity distribution of available-for-sale
securities:

|                       |                  |                        |  |            |        |            |  |   |   |   |  |   |        |  
|---------------------- | ---------------- | ---------------------- |  | ---------- | ------ | ---------- |  | - | - | - |  | - | ------ | -
|                       |                  |                       
|                       |                  | Contractual Maturities
|                       |                  |                       
|                       |                  | U.S. Treasury          |  |           
|                       |                  | Securities and         |  |            |        | Total     
|                       |                  | Obligations of         |  |            |        | Available-
|                       |                  | U.S. Government        |  | Other      |        | for-Sale  
|                       |                  | Agencies               |  | Securities |        | Securities
|                       |                  |                        |  |            |        |           
|(Dollars in Thousands) |                  |                        |  |            |        |            |  |   |   |   |  |  
|                      
|December 31, 2003      |                  |                        |  |            |        |            |  |   |   |   |  |  
|                       | Within one year: |                        |  |            |        |            |  |   |   |   |  |   |       
|                       |                  | Amortized cost         |  | $          | 19,159 |            |  | $ |  |   |  | $ | 19,159 |  
|                       |                  | Fair value             |  | $          | 19,197 |            |  | $ |  |   |  | $ | 19,197 |  
|                       |                  | Yield                  |  |            | 1.39   | %          |  |   |  | % |  |   | 1.39   | %
|                       | 1 to 5 years:    |                        |  |            |        |            |  |   |   |   |  |   |       
|                       |                  | Amortized cost         |  | $          | 3,000  |            |  | $ |  |   |  | $ | 3,000  |  
|                       |                  | Fair value             |  | $          | 2,994  |            |  | $ |  |   |  | $ | 2,994  |  
|                       |                  | Yield                  |  |            | 1.61   | %          |  |   |  | % |  |   | 1.61   | %

38



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##### 



CENTRA FINANCIAL HOLDINGS INC. AND
SUBSIDIARIES


Notes to the Consolidated Financial
Statements  (continued)

|                     |                |                        |        |            |   |            |      |      |   |   |        |      |  
|-------------------- | -------------- | ---------------------- | ------ | ---------- | - | ---------- | ---- | ---- | - | - | ------ | ---- | -
|                     |                |                       
|                     |                | Contractual Maturities
|                     |                |                       
|                     |                | U.S. Treasury          |        |           
|                     |                | Securities and         |        |            |   | Total     
|                     |                | Obligations of         |        |            |   | Available-
|                     |                | U.S. Government        |        | Other      |   | for-Sale  
|                     |                | Agencies               |        | Securities |   | Securities
|                     |                |                        |        |            |   |           
|5 to 10 years:       |                |                        |        |            |   |            |      |      |   |   |        |     
|                     | Amortized cost |                        | $      |           |   |            | $    |     |   |   | $      |     |  
|                     | Fair value     |                        | $      |           |   |            | $    |     |   |   | $      |     |  
|                     | Yield          |                        |        |           | % |            |      |     | % |   |        |     | %
|Over 10 years:       |                |                        |        |            |   |            |      |      |   |   |        |     
|                     | Amortized cost |                        | $      |           |   |            | $    | 641  |   |   | $      | 641  |  
|                     | Fair value     |                        | $      |           |   |            | $    | 704  |   |   | $      | 704  |  
|                     | Yield          |                        |        |           | % |            |      | 2.00 | % |   |        | 2.00 | %
|Total amortized cost |                | $                      | 22,159 |            |   | $          | 641  |      |   | $ | 22,800 |     
|Total fair value     |                | $                      | 22,191 |            |   | $          | 704  |      |   | $ | 22,895 |     
|Total yield          |                |                        | 1.43   | %          |   |            | 2.00 | %    |   |   | 1.43   | %   

At December 31, 2003, investment securities
having a carrying value of $19,713,000 were pledged to secure
public deposits and repurchase agreements in accordance with
federal and state requirements.

Provided below is a summary of securities
available-for sale which were in an unrealized loss position at
December 31, 2003. Five securities are in an unrealized
loss position and none of those securities have been in a
continuous loss position in excess of 12 months. The
company has the ability and the intent to hold these securities
until such time as the value recovers or the securities mature.
Further, the company believes the deterioration in value is
attributable to changes in market interest rates and not credit
quality of the issuer.

|                                       |  |                     |       |                   |  |       |    |            |  |       |   |            |  |   |   |  |  |   |       |  |  |   |    |  
|-------------------------------------- |  | ------------------- | ----- | ----------------- |  | ----- | -- | ---------- |  | ----- | - | ---------- |  | - | - |  |  | - | ----- |  |  | - | -- | -
|                                       |  |                     |       |                   |  |      
|                                       |  | Less Than 12 Months |       | 12 Months or More |  | Total
|                                       |  |                     |       |                   |  |      
|                                       |  | Fair                |       | Unrealized        |  | Fair  |    | Unrealized |  | Fair  |   | Unrealized
|                                       |  | Value               |       | Losses            |  | Value |    | Losses     |  | Value |   | Losses    
|                                       |  |                     |       |                   |  |       |    |            |  |       |   |           
|(Dollars in Thousands)                 |  |                     |       |                   |  |       |    |            |  |       |   |            |  |   |   |  |  |   |       |  |  |   |    |  
|                                      
|U. S. government and agency securities |  | $                   | 8,981 |                   |  | $     | (8 | )          |  | $     |  |            |  | $ |  |  |  | $ | 8,981 |  |  | $ | (8 | )
|Other securities                       |  |                     |      |                   |  |       |   |            |  |       |  |            |  |   |  |  |  |   |      |  |  |   |   |  
|                                       |  |                     |       |                   |  |       |    |            |  |       |   |            |  |   |   |  |  |   |       |  |  |   |    |  
|Total loans                            |  | $                   | 8,981 |                   |  | $     | (8 | )          |  | $     |  |            |  | $ |  |  |  | $ | 8,981 |  |  | $ | (8 | )
|                                       |  |                     |       |                   |  |       |    |            |  |       |   |            |  |   |   |  |  |   |       |  |  |   |    |  

4.     Loans and
Allowance for Loan Losses

The following is a detail of total loans
outstanding as of December 31:

|                        |             |      |         |         |  |   |        |         | 
|----------------------- | ----------- | ---- | ------- | ------- |  | - | ------ | ------- | 
|                        |             | 2003 |         | 2002   
|                        |             |      |         |        
|(Dollars in Thousands)  |             |      |         |         |  |   |        |        
|                       
|Commercial              |             | $    | 45,546  |         |  | $ | 32,711 |        
|Real estate, commercial |             |      | 166,142 |         |  |   | 96,147 |        
|Real estate, mortgage   |             |      | 61,396  |         |  |   | 42,808 |        
|Consumer                |             |      | 22,841  |         |  |   | 15,071 |        
|                        |             |      |         |         |  |   |        |        
|                        | Total loans |      | $       | 295,925 |  |   | $      | 186,737 | 
|                        |             |      |         |         |  |   |        |        

39



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##### 



CENTRA FINANCIAL HOLDINGS INC. AND
SUBSIDIARIES


Notes to the Consolidated Financial
Statements  (continued)

The allowance for loan losses represents an
estimation of probable credit losses inherent in the loan
portfolio. Activity in the allowance for loan losses follows:

|                     |             |                 |       |      |    |      |       |    |    |   |       |   |   | 
|-------------------- | ----------- | --------------- | ----- | ---- | -- | ---- | ----- | -- | -- | - | ----- | - | - | 
|                     |             | 2003            |       | 2002 |    | 2001
|                     |             |                 |       |      |    |     
|Balance, January 1   |             | $               | 2,375 |      |    | $    | 1,426 |    |    | $ | 636   |  
|Provision            |             |                 | 2,099 |      |    |      | 967   |    |    |   | 793   |  
|                     | Charge-offs |                 |       | 17   |    |      |       | 18 |    |   |       | 3 |  
|                     | Recoveries  |                 |       |     |    |      |       |   |    |   |       |  |  
|                     |             |                 |       |      |    |      |       |    |    |   |       |  
|                     |             | Net charge-offs |       |      | 17 |      |       |    | 18 |   |       |   | 3 | 
|                     |             |                 |       |      |    |      |       |    |    |   |       |  
|Balance, December 31 |             | $               | 4,457 |      |    | $    | 2,375 |    |    | $ | 1,426 |  
|                     |             |                 |       |      |    |      |       |    |    |   |       |  

The recorded investment in loans that are
considered to be impaired at December 31, 2003, was
$464,000. There is no associated allowance with the impaired
loans based on the estimated collateral value. Interest income
that would have been recognized on the impaired loans, if they
were current under their original terms, and the cash basis
income recognized in 2003 were not significant. No impaired
loans were outstanding at December 31, 2002.

Centras lending is primarily focused in the
north central and eastern panhandle areas of West Virginia
market and consists principally of commercial lending, retail
lending, which includes single-family residential mortgages, and
other consumer lending. All credits were subjected to
Centras normal commercial underwriting standards and did
not present more than the normal amount of risk assumed in other
lending areas.

Centra does not extend credit to any single
borrower or group of related borrowers in excess of the combined
legal lending limits of its subsidiary bank. Centra had no
impaired loans at December 31, 2003.

In the normal course of its business,
Centras subsidiary bank has granted loans to executive
officers and directors of Centra and to their associates.
Related party loans were made on substantially the same terms,
including interest rates and collateral, as those prevailing at
the time for comparable loans with unrelated persons and did not
involve more than normal risk of collectibility. The following
is an analysis of activity of related party loans for the year
ended December 31:

|                       |                      |      |        |        |  |   |         |        | 
|---------------------- | -------------------- | ---- | ------ | ------ |  | - | ------- | ------ | 
|                       |                      | 2003 |        | 2002  
|                       |                      |      |        |       
|(Dollars in Thousands) |                      |      |        |        |  |   |         |       
|                      
|Balance, January 1     |                      | $    | 12,858 |        |  | $ | 12,758  |       
|New loans              |                      |      | 13,221 |        |  |   | 12,100  |       
|Repayments             |                      |      | (8,809 | )      |  |   | (12,000 | )     
|                       |                      |      |        |        |  |   |         |       
|                       | Balance, December 31 |      | $      | 17,270 |  |   | $       | 12,858 | 
|                       |                      |      |        |        |  |   |         |       

40



---



##### 



CENTRA FINANCIAL HOLDINGS INC. AND
SUBSIDIARIES


Notes to the Consolidated Financial
Statements  (continued)

5.     Bank Premises
and Equipment

The major categories of bank premises and
equipment and accumulated depreciation are summarized as follows
at December 31:

|                                  |                |      |        |       |  |   |       |       | 
|--------------------------------- | -------------- | ---- | ------ | ----- |  | - | ----- | ----- | 
|                                  |                | 2003 |        | 2002 
|                                  |                |      |        |      
|(Dollars in Thousands)            |                |      |        |       |  |   |       |      
|                                 
|Land                              |                | $    | 1,171  |       |  | $ | 481   |      
|Building and premises             |                |      | 737    |       |  |   | 712   |      
|Leasehold improvements            |                |      | 1,624  |       |  |   | 893   |      
|Furniture, fixtures and equipment |                |      | 3,701  |       |  |   | 2,913 |      
|                                  |                |      |        |       |  |   |       |      
|                                  |                |      | 7,233  |       |  |   | 4,999 |      
|Accumulated depreciation          |                |      | (1,579 | )     |  |   | (980  | )    
|                                  |                |      |        |       |  |   |       |      
|                                  | Net book value |      | $      | 5,654 |  |   | $     | 4,019 | 
|                                  |                |      |        |       |  |   |       |      

Centra leases certain banking facilities and
equipment under various agreements with original terms providing
for fixed monthly payments over periods ranging from 3 to
20 years. The future minimum payments, by year and in the
aggregate, under noncancelable operating leases with initial or
remaining terms of one year or more consisted of the following
at December 31, 2003:

|                         |            |                              |   |       |       | 
|------------------------ | ---------- | ---------------------------- | - | ----- | ----- | 
|                         |            | Operating                   
|                         |            | Leases                      
|                         |            |                             
|(Dollars in Thousands)   |            |                              |   |      
|                        
|Year Ending December 31: |            |                              |   |      
|                         | 2004       |                              | $ | 567   |      
|                         | 2005       |                              |   | 600   |      
|                         | 2006       |                              |   | 582   |      
|                         | 2007       |                              |   | 582   |      
|                         | 2008       |                              |   | 581   |      
|                         | Thereafter |                              |   | 4,203 |      
|                         |            |                              |   |      
|                         |            | Total minimum lease payments |   | $     | 7,115 | 
|                         |            |                              |   |      

Rent expense was $582,000 in 2003, $468,000 in
2002, and $380,000 in 2001.

Centra leases its main banking facility from a
Limited Liability Company, two thirds of which is owned by two
directors of Centra. Rent expense for the building approximated
$297,000 in 2003; $218,000 in 2002; and $223,000 in 2001.

6.     Deposits

Included in interest-bearing deposits are various
time deposit products. The maturities of time deposits are as
follows: $58,163,000 in the first 3 months; $47,025,000 in
months 4 through 12; and $66,039,000 over 12 months.

Deposits from related parties approximated
$17.9 million at December 31, 2003, and
$21.7 million at December 31, 2002.

41



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##### 



CENTRA FINANCIAL HOLDINGS INC. AND
SUBSIDIARIES


Notes to the Consolidated Financial
Statements  (continued)

7.     Short-Term
Borrowings

Short-term borrowings primarily consist of
corporate deposits held in overnight repurchase agreements. The
securities underlying the repurchase agreements are under the
control of Centra. Additional details regarding short-term
borrowings are summarized as follows:

|                                |                 |      |        |      |   |      |        |      |   |   |        |      |  
|------------------------------- | --------------- | ---- | ------ | ---- | - | ---- | ------ | ---- | - | - | ------ | ---- | -
|                                |                 | 2003 |        | 2002 |   | 2001
|                                |                 |      |        |      |   |     
|(Dollars in thousands)          |                 |      |        |      |   |      |        |      |   |   |        |     
|                               
|Ending balance                  |                 | $    | 16,953 |      |   | $    | 24,578 |      |   | $ | 12,551 |     
|Average balance                 |                 |      | 17,243 |      |   |      | 14,893 |      |   |   | 8,191  |     
|Highest month-end balance       |                 |      | 21,933 |      |   |      | 24,578 |      |   |   | 12,551 |     
|Interest expense                |                 |      | 78     |      |   |      | 118    |      |   |   | 210    |     
|Weighted-average interest rate: |                 |      |        |      |   |      |        |      |   |   |        |     
|                                | End of year     |      |        | 0.38 | % |      |        | 0.63 | % |   |        | 0.84 | %
|                                | During the year |      |        | 0.45 | % |      |        | 0.79 | % |   |        | 2.57 | %

Centra has a maximum borrowing capacity of
$78.9 million from the Federal Home Loan Bank on a
short-term basis. In addition, Centra has short-term borrowing
capacity of $1 million from Wachovia Bank, N.A. through an
unsecured line of credit and $3 million through a reverse
repurchase agreement. Centra also has $5 million available
from Bankers Bank via a reverse repurchase agreement.

8.     Income
Taxes

Centra incurred income tax expense of $652,000 in
2003. However, this expense was fully offset by reversal of the
valuation allowance that was recognized against deferred tax
assets in prior years. During 2003, management determined, based
on a number of factors, that realization of the net deferred tax
assets is more likely than not, and therefore, the valuation
allowance was reversed. Including reversal of the valuation
allowance, Centra recorded an income tax benefit of $104,000 in
2003.

Centra record no income tax expense in 2002 and
2001 as a result of establishing a valuation allowance against
deferred tax assets in those years.

Centra anticipates that, beginning in 2004,
income tax expense will be incurred at an effective rate
approximating 37%.

The effective income tax rate in the consolidated
statement of operations is less than the statutory corporate tax
rate due to the following:

|                                    |                               |                           |      |       |      |      |      |       |   |   |      |       |   |  
|----------------------------------- | ----------------------------- | ------------------------- | ---- | ----- | ---- | ---- | ---- | ----- | - | - | ---- | ----- | - | -
|                                    |                               | 2003                      |      | 2002  |      | 2001
|                                    |                               |                           |      |       |      |     
|Statutory corporate tax rate        |                               |                           | 34.0 | %     |      |      | 34.0 | %     |   |   | 34.0 | %    
|Differences in rate resulting from: |                               |                           |      |       |      |      |      |       |   |   |      |      
|                                    | State income taxes            |                           |      | 3.5   |      |      |      | 3.6   |   |   |      | 3.8   |  
|                                    | Other                         |                           |      | (2.4  | )    |      |      | (3.2  | ) |   |      | 1.6   |  
|                                    | Change in valuation allowance |                           |      | (40.6 | )    |      |      | (34.4 | ) |   |      | (39.4 | )
|                                    |                               |                           |      |       |      |      |      |       |   |   |      |      
|                                    |                               | Effective income tax rate |      |       | (5.5 | )%   |      |       |  | % |      |       |  | %
|                                    |                               |                           |      |       |      |      |      |       |   |   |      |      

42



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##### 



CENTRA FINANCIAL HOLDINGS INC. AND
SUBSIDIARIES


Notes to the Consolidated Financial
Statements  (continued)

Significant components of the provision for
income taxes are as follows:

|         |                      |      |        |       |   |      |   |   |  |  |   |   | 
|-------- | -------------------- | ---- | ------ | ----- | - | ---- | - | - |  |  | - | - | 
|         |                      | 2003 |        | 2002  |   | 2001
|         |                      |      |        |       |   |     
|Current: |                      |      |        |       |   |      |   |   |  |  |   |  
|         | Federal              |      |        | 1,258 |   |      | $ |  |  |  | $ |  | 
|         | State                |      |        | 127   |   |      |   |  |  |  |   |  | 
|Deferred |                      |      | (1,489 | )     |   |      |  |   |  |  |  |  
|         |                      |      |        |       |   |      |   |   |  |  |   |  
|         | Income tax (benefit) |      | $      | (104  | ) |      | $ |  |  |  | $ |  | 
|         |                      |      |        |       |   |      |   |   |  |  |   |  

The following is a summary of deferred tax assets
(liabilities) as of December 31, 2003:

|                          |                               |                          |       |       |       |   |      |     |       | 
|------------------------- | ----------------------------- | ------------------------ | ----- | ----- | ----- | - | ---- | --- | ----- | 
|                          |                               | 2003                     |       | 2002 
|(Dollars in thousands)    |                               |                          |       |      
|Deferred tax assets:      |                               |                          |       |       |       |   |      |    
|                          | Allowance for loan losses     |                          | $     | 1,719 |       |   | $    | 861 |      
|                          | Organization costs            |                          |       | 15    |       |   |      | 35  |      
|                          | Net operating loss            |                          |       |      |       |   |      | 162 |      
|                          | Supplemental retirement plan  |                          |       | 106   |       |   |      | 67  |      
|                          | Other                         |                          |       | 32    |       |   |      | 37  |      
|                          |                               |                          |       |       |       |   |      |    
|                          |                               | Deferred tax assets      |       |       | 1,872 |   |      |     | 1,162 | 
|Deferred tax liabilities: |                               |                          |       |       |       |   |      |    
|                          | Premises and equipment        |                          |       | 365   |       |   |      | 317 |      
|                          | Available-for-sale securities |                          |       | 38    |       |   |      | 18  |      
|                          | Other                         |                          |       |      |       |   |      | 8   |      
|                          |                               |                          |       |       |       |   |      |    
|                          |                               | Deferred tax liabilities |       |       | 403   |   |      |     | 343   | 
|                          |                               |                          |       |       |       |   |      |    
|                          |                               | Net deferred tax assets  |       |       | 1,469 |   |      |     | 819   | 
|Valuation allowance       |                               |                          |      |       |       |   | (819 | )  
|                          |                               |                          |       |       |       |   |      |    
|Net deferred tax assets   |                               | $                        | 1,469 |       |       | $ |     |    
|                          |                               |                          |       |       |       |   |      |    



|   |                                                      
|-- | -----------------------------------------------------
|9. | Financial Instruments with Off-Balance Sheet
    Risk

In the normal course of business, Centra is party
to financial instruments with off-balance sheet risk necessary
to meet the financing needs of customers and to manage its own
exposure to fluctuations in interest rates. These financial
instruments include commitments to extend credit. The
instruments involve, to varying degrees, elements of credit and
interest rate risk in excess of the amount recognized in the
balance sheets. The contract or notional amounts of these
instruments express the extent of involvement Centra has in
these financial instruments.

Loan Commitments and Standby Letters of
Credit

Loan commitments are made to accommodate the
financial needs of Centras customers. Standby letters of
credit commit Centra to make payments on behalf of customers
when certain specified future events occur. Centra has
$4,728,000 of standby letters of credit at December 31,
2003. Centras exposure to credit loss in the event of
nonperformance by the counter party to the financial instrument
for loan commitments and standby letters of credit is
represented by the contractual amount of those instruments.
Centra uses the same underwriting standards in making
commitments and conditional obligations as it does for
on-balance sheet instruments. The amount of collateral obtained
is based on managements credit

43



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##### 



CENTRA FINANCIAL HOLDINGS INC. AND
SUBSIDIARIES


Notes to the Consolidated Financial
Statements  (continued)

evaluation of the customer. Collateral held
varies, but may include accounts receivable, inventory,
property, plant, and equipment, and income-producing commercial
properties. The total amount of loan commitments outstanding at
December 31, 2003, is $75,495,000.

Centra originates long-term, fixed rate or
non-conforming mortgage loans and sells them on the secondary
market, servicing released. At December 31, 2003, Centra
had $3,996,000 of commitments to borrowers to originate loans to
be sold on the secondary market.



|    |               
|--- | --------------
|10. | Other Expenses

The following items of other expense exceed one
percent of total revenue for the period indicated (in thousands):

|                        |  |      |     |      |  |      |     |  |  |   |     | 
|----------------------- |  | ---- | --- | ---- |  | ---- | --- |  |  | - | --- | 
|                        |  | 2003 |     | 2002 |  | 2001
|                        |  |      |     |      |  |     
|Stationery and supplies |  | $    | 178 |      |  | $    | 136 |  |  | $ | 128 | 
|Outside services        |  |      | 233 |      |  |      | 196 |  |  |   | 118 | 
|Taxes not on income     |  |      | 293 |      |  |      | 205 |  |  |   | 122 | 



|    |                   
|--- | ------------------
|11. | Regulatory Matters

The primary source of funds for the dividends
paid by Centra is dividends received from its banking
subsidiary. The payment of dividends by banking subsidiaries is
subject to various banking regulations. The most restrictive
provision requires regulatory approval if dividends declared in
any calendar year exceed the total net profits, as defined, of
that year plus the retained net profits, as defined, of the
preceding two years. At January 1, 2004, Centra has
$5,790,000 available for dividends.

Centra and its banking subsidiary are subject to
various regulatory capital requirements administered by the
banking regulatory agencies. Under capital adequacy guidelines
and the regulatory framework for prompt corrective action,
Centra and its banking subsidiary must meet specific capital
guidelines that involve quantitative measures of each
entitys assets, liabilities, and certain off-balance sheet
items as calculated under regulatory accounting practices.
Centra and its banking subsidiarys capital amounts and
classification are also subject to qualitative judgments by the
regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation
to ensure capital adequacy require Centra and its banking
subsidiary to maintain minimum amounts and ratios of total and
Tier I capital (as defined in the regulations) to risk-weighted
assets (as defined), and of Tier I capital (as defined) to
average assets (as defined). Centra and its banking subsidiary
met all capital adequacy requirements at December 31, 2002.

As of December 31, 2003, the most recent
notifications from the banking regulatory agencies categorized
Centra and its banking subsidiary as well capitalized under the
regulatory framework for prompt corrective action. To be
categorized as well capitalized, Centra and its banking
subsidiary must maintain minimum total risk-based, Tier I
risk-based and Tier I leverage ratios as set forth in the table
below. There are no conditions or events since these
notifications that management believes have changed

44



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##### 



CENTRA FINANCIAL HOLDINGS INC. AND
SUBSIDIARIES


Notes to the Consolidated Financial
Statements  (continued)

Centras or its banking subsidiarys
category. Centra and its banking subsidiary, Centra Banks
actual capital amounts and ratios are also presented in the
following table.

|                        |                   |        |   |             |  |                  |  |              |   |                  |   |        |  |  |  |   |   |  |   |        |  |  |  |    |  
|----------------------- | ----------------- | ------ | - | ----------- |  | ---------------- |  | ------------ | - | ---------------- | - | ------ |  |  |  | - | - |  | - | ------ |  |  |  | -- | -
|                        |                   |        |   |             |  |                  |  |              |   |                 
|                        |                   |        |   |             |  |                  |  |              |   | Well Capitalized
|                        |                   |        |   |             |  |                  |  | Under Prompt
|                        |                   |        |   | For Capital |  | Corrective      
|                        |                   | Actual |   | Adequacy    |  | Action Provision
|                        |                   |        |   |             |  |                 
|                        |                   | Amount |   | Ratio       |  | Amount           |  | Ratio        |   | Amount           |   | Ratio 
|(Dollars in Thousands)  |                   |        |   |             |  |                  |  |              |   |                  |   |       
|As of December 31, 2003 |                   |        |   |             |  |                  |  |              |   |                  |   |        |  |  |  |   |   |  |   |        |  |  |  |   
|                        | Total capital (1) |        | $ | 31,104      |  |                  |  | 11.0         | % |                  | $ | 22,724 |  |  |  | 8 | % |  | $ | 28,405 |  |  |  | 10 | %
|                        | Tier 1 (2)        |        |   | 27,542      |  |                  |  | 9.7          |   |                  |   | 11,369 |  |  |  | 4 |   |  |   | 17,054 |  |  |  | 6  |  
|                        | Tier 1 (3)        |        |   | 27,542      |  |                  |  | 8.2          |   |                  |   | 13,518 |  |  |  | 4 |   |  |   | 16,897 |  |  |  | 5  |  
|As of December 31, 2002 |                   |        |   |             |  |                  |  |              |   |                  |   |        |  |  |  |   |   |  |   |        |  |  |  |   
|                        | Total capital (1) |        | $ | 27,966      |  |                  |  | 15.2         | % |                  | $ | 14,774 |  |  |  | 8 | % |  | $ | 18,467 |  |  |  | 10 | %
|                        | Tier 1 (2)        |        |   | 25,687      |  |                  |  | 13.9         |   |                  |   | 7,387  |  |  |  | 4 |   |  |   | 11,080 |  |  |  | 6  |  
|                        | Tier 1 (3)        |        |   | 25,687      |  |                  |  | 10.3         |   |                  |   | 9,956  |  |  |  | 4 |   |  |   | 12,445 |  |  |  | 5  |  



---



|    |                                                                           
|--- | --------------------------------------------------------------------------
|(1) | Ratio represents total risk-based capital to net
    risk-weighted assets.
|   
|(2) | Ratio represents Tier 1 capital to net
    risk-weighted assets.          
|   
|(3) | Ratio represents Tier 1 capital to average assets.                        



|    |                             
|--- | ----------------------------
|12. | Federal Reserve Requirements

The subsidiary bank is required to maintain
average reserve balances with the Federal Reserve Bank. The
reserve requirement is calculated as a percentage of total
deposit liabilities and averaged $246,000 for the year ended
December 31, 2003.



|    |                       
|--- | ----------------------
|13. | Employee Benefit Plans

The Centra 401(k) Plan (the Plan) is a deferred
compensation plan under section 401(k) of the Internal Revenue
Code. All full and regular part-time employees who complete six
months of service are eligible to participate in the Plan.
Participants may contribute from 1% to 15% of pre-tax earnings
to their respective accounts. These contributions may be
invested in various investment alternatives selected by the
employee. Centra matched 100% of the first 4% of compensation
deferred by the employee during 2003,2002, and 2001.
Centras total expense associated with the Plan
approximated $94,000 in 2003, $74,000 in 2002, and $49,000 in
2001.

Centra has supplemental retirement agreements
with key executive officers. The cost is being accrued over the
period of active service from the date of the agreements. The
liability for such agreements approximated $264,000 and $167,000
at December 31, 2003 and 2002, respectively, and is
included in other liabilities in the accompanying consolidated
statements of condition. To assist in funding the cost of these
agreements, Centra is the owner and beneficiary of a life
insurance policy on the participating key executive officers.
During the years ended December 31, 2003, 2002 and 2001,
the increase in cash surrender value on the policies of $121,000
in 2003, $128,000 in 2002, and $73,000 in 2001, exceeded the
cost of the supplemental retirement plan by $23,000, $63,000 and
$15,000, respectively.



|    |              
|--- | -------------
|14. | Stock Options

Centras stock option plans provide for the
granting of both incentive stock options and non-qualified stock
options of up to 800,000 shares of common stock. Under the
provisions of the plans, the option price per share shall not be
less than the fair market value of the common stock on the date
of grant of such

45



---



##### 



CENTRA FINANCIAL HOLDINGS INC. AND
SUBSIDIARIES


Notes to the Consolidated Financial
Statements  (continued)

option; therefore, no compensation expense is
recognized. All granted options vest in periods ranging from
immediately to four years, and expire 10 years from the date of
grant. The following summarizes Centras stock options as
of December 31, and the changes for the year then ended:

|                                                                   |  |        |         |           |  |        |       |           |  |        |         |           |  |   |       |  |  |  |         |  |  |   |       | 
|------------------------------------------------------------------ |  | ------ | ------- | --------- |  | ------ | ----- | --------- |  | ------ | ------- | --------- |  | - | ----- |  |  |  | ------- |  |  | - | ----- | 
|                                                                   |  |        |         |           |  |       
|                                                                   |  | 2003   |         | 2002      |  | 2001  
|                                                                   |  |        |         |           |  |       
|                                                                   |  |        |         | Weighted- |  |        |       | Weighted- |  |        |         | Weighted-
|                                                                   |  | Number |         | Average   |  | Number |       | Average   |  | Number |         | Average  
|                                                                   |  | of     |         | Exercise  |  | of     |       | Exercise  |  | of     |         | Exercise 
|                                                                   |  | Shares |         | Price     |  | Shares |       | Price     |  | Shares |         | Price    
|                                                                   |  |        |         |           |  |        |       |           |  |        |         |          
|Outstanding at beginning of year                                   |  |        | 479,550 |           |  | $      | 11.08 |           |  |        | 467,200 |           |  | $ | 10.98 |  |  |  | 271,400 |  |  | $ | 10.00 | 
|Granted                                                            |  |        | 122,500 |           |  |        | 15.50 |           |  |        | 12,500  |           |  |   | 15.00 |  |  |  | 201,300 |  |  |   | 12.09 | 
|Exercised                                                          |  |        |        |           |  |        |      |           |  |        | 50      |           |  |   | 10.00 |  |  |  | 500     |  |  |   | 10.00 | 
|Canceled                                                           |  |        | 150     |           |  |        | 10.00 |           |  |        | 100     |           |  |   | 11.00 |  |  |  | 5,000   |  |  |   | 10.20 | 
|                                                                   |  |        |         |           |  |        |       |           |  |        |         |           |  |   |       |  |  |  |         |  |  |   |       | 
|Outstanding at end of year                                         |  |        | 601,900 |           |  | $      | 11.98 |           |  |        | 479,550 |           |  | $ | 11.08 |  |  |  | 467,200 |  |  | $ | 10.98 | 
|                                                                   |  |        |         |           |  |        |       |           |  |        |         |           |  |   |       |  |  |  |         |  |  |   |       | 
|Exercisable at end of year                                         |  |        | 404,625 |           |  | $      | 11.37 |           |  |        | 275,450 |           |  | $ | 10.61 |  |  |  | 200,850 |  |  | $ | 10.36 | 
|                                                                   |  |        |         |           |  |        |       |           |  |        |         |           |  |   |       |  |  |  |         |  |  |   |       | 
|Weighted-average fair value of options granted
    during the year |  |        |         |           |  | $      | 3.26  |           |  |        |         |           |  | $ | 2.63  |  |  |  |         |  |  | $ | 1.84  | 
|                                                                   |  |        |         |           |  |        |       |           |  |        |         |           |  |   |       |  |  |  |         |  |  |   |       | 

The fair value for the options was estimated at
the date of grant using a Black-Scholes option-pricing model
with an average risk-free interest rate of 3.43%, 2.79%, and
4.21% for 2003, 2002, and 2001, respectively, and a
weighted-average expected life of the options of 7 years
for 2003 and 2002 and 4 years for 2001. No volatility or
expected dividends were used to estimate the fair value due to
Centras stock not being publicly traded and Centra having
no history of dividend payments.

The following summarizes information concerning
Centras stock options outstanding at December 31,
2003:

|               |  |                     |         |                     |  |           |            |             |  |           |       |  |  |  |         |  |  |   |       | 
|-------------- |  | ------------------- | ------- | ------------------- |  | --------- | ---------- | ----------- |  | --------- | ----- |  |  |  | ------- |  |  | - | ----- | 
|               |  |                     |         |                    
|               |  | Options Outstanding |         | Options Exercisable
|               |  |                     |         |                    
|               |  |                     |         | Weighted-           |  |           |            |            
|               |  |                     |         | Average             |  | Weighted- |            |             |  | Weighted-
|               |  |                     |         | Remaining           |  | Average   |            |             |  | Average  
|               |  | Options             |         | Contractual         |  | Exercise  |            | Number      |  | Exercise 
|Exercise Price |  | Outstanding         |         | Life                |  | Price     |            | Exercisable |  | Price    
|               |  |                     |         |                     |  |           |            |             |  |          
|$10.00         |  |                     | 266,750 |                     |  |           | 6.33 years |             |  | $         | 10.00 |  |  |  | 234,400 |  |  | $ | 10.00 | 
|$11.00         |  |                     | 54,150  |                     |  |           | 7.00 years |             |  | $         | 11.00 |  |  |  | 19,100  |  |  | $ | 11.00 | 
|$12.50         |  |                     | 146,000 |                     |  |           | 7.88 years |             |  | $         | 12.50 |  |  |  | 98,625  |  |  | $ | 12.50 | 
|$15.00         |  |                     | 12,500  |                     |  |           | 8.70 years |             |  | $         | 15.00 |  |  |  | 1,000   |  |  | $ | 15.00 | 
|$15.50         |  |                     | 122,500 |                     |  |           | 9.71 years |             |  | $         | 15.50 |  |  |  | 51,500  |  |  | $ | 15.50 | 

46



---



##### 



CENTRA FINANCIAL HOLDINGS INC. AND
SUBSIDIARIES


Notes to the Consolidated Financial
Statements  (continued)



|    |                                              
|--- | ---------------------------------------------
|15. | Parent Company Only Financial
    Information

Condensed Balance Sheet

|                                           |                                                                                                      |              |        |        |        |   |        |        |        | 
|------------------------------------------ | ---------------------------------------------------------------------------------------------------- | ------------ | ------ | ------ | ------ | - | ------ | ------ | ------ | 
|                                           |                                                                                                      |             
|                                           |                                                                                                      | December 31 
|                                           |                                                                                                      |             
|                                           |                                                                                                      | 2003         |        | 2002  
|(Dollars in thousands)                     |                                                                                                      |              |        |       
|Assets:                                    |                                                                                                      |              |        |        |        |   |        |       
|                                           | Due from banks                                                                                       |              | $      | 25     |        |   | $      | 27     |       
|                                           | Available-for-sale securities, at estimated fair
    value (amortized cost of $103 in 2003 and 2002) |              |        | 166    |        |   |        | 112    |       
|                                           | Investment in Second Tier Bank Holding Companies                                                     |              |        | 27,665 |        |   |        | 25,732 |       
|                                           |                                                                                                      |              |        |        |        |   |        |       
|                                           |                                                                                                      | Total assets |        | $      | 27,856 |   |        | $      | 25,871 | 
|                                           |                                                                                                      |              |        |        |        |   |        |       
|Total liabilities and stockholders equity |                                                                                                      | $            | 27,856 |        |        | $ | 25,871 |       
|                                           |                                                                                                      |              |        |        |        |   |        |       

Consolidated Statement of Income

|                                                                                          |                   |                        |       |       |  |      |     |     |  |   |      |      |  
|----------------------------------------------------------------------------------------- | ----------------- | ---------------------- | ----- | ----- |  | ---- | --- | --- |  | - | ---- | ---- | -
|                                                                                          |                   |                       
|                                                                                          |                   | Year Ended December 31
|                                                                                          |                   |                       
|                                                                                          |                   | 2003                   |       | 2002  |  | 2001
|(Dollars in thousands)                                                                    |                   |                        |       |       |  |     
|Income  dividends from bank subsidiary                                                   |                   | $                      |      |       |  | $    | 130 |     |  | $ |     |     
| interest
    and dividends                                                              |                   |                        | 5     |       |  |      |     |     |  |   |      |     
|Total expense                                                                             |                   |                        |      |       |  |      |    |     |  |   |     |     
|                                                                                          |                   |                        |       |       |  |      |     |     |  |   |      |     
|Income before federal income tax and equity in
    undistributed earnings of subsidiaries |                   |                        | 5     |       |  |      | 130 |     |  |   |     |     
|Applicable income tax benefit                                                             |                   |                        |      |       |  |      |    |     |  |   |     |     
|Equity in undistributed income (loss) of
    subsidiaries                                 |                   |                        | 1,959 |       |  |      | 795 |     |  |   | (896 | )   
|                                                                                          |                   |                        |       |       |  |      |     |     |  |   |      |     
|                                                                                          | Net income (loss) |                        | $     | 1,964 |  |      | $   | 925 |  |   | $    | (896 | )
|                                                                                          |                   |                        |       |       |  |      |     |     |  |   |      |     

Statement of Cash Flows

|                                                          |                                            |                                          |        |      |    |      |      |         |      |   |      |        |   | 
|--------------------------------------------------------- | ------------------------------------------ | ---------------------------------------- | ------ | ---- | -- | ---- | ---- | ------- | ---- | - | ---- | ------ | - | 
|                                                          |                                            |                                         
|                                                          |                                            | Year Ended December 31                  
|                                                          |                                            |                                         
|                                                          |                                            | 2003                                     |        | 2002 |    | 2001
|(Dollars in thousands)                                    |                                            |                                          |        |      |    |     
|Net income (loss)                                         |                                            | $                                        | 1,964  |      |    | $    | 925  |         |      | $ | (896 | )     
|Decrease in accrued expenses                              |                                            |                                          | (7     | )    |    |      |     |         |      |   |     |       
|Equity in undistributed (income) loss of
    subsidiaries |                                            |                                          | (1,959 | )    |    |      | (795 | )       |      |   | 896  |       
|                                                          |                                            |                                          |        |      |    |      |      |         |      |   |      |       
|                                                          |                                            | Net cash from operations                 |        |      | (2 | )    |      |         | 130  |   |      |        |  | 
|Net cash used in investing activities:                    |                                            |                                          |        |      |    |      |      |         |      |   |      |       
|                                                          | Purchases of available-for-sale securities |                                          |        |     |    |      |      | (103    | )    |   |      |       |  
|                                                          |                                            |                                          |        |      |    |      |      |         |      |   |      |       
|                                                          |                                            | Net cash from investing activities       |        |      | (2 | )    |      |         | (103 | ) |      |        |  | 
|Net cash used in financing activities:                    |                                            |                                          |        |      |    |      |      |         |      |   |      |       
|                                                          | Proceeds of stock offering                 |                                          |        |     |    |      |      | 10,734  |      |   |      | 5,005  |  
|                                                          | Investment in subsidiaries                 |                                          |        |     |    |      |      | (10,734 | )    |   |      | (5,005 | )
|                                                          |                                            |                                          |        |      |    |      |      |         |      |   |      |       
|                                                          |                                            | Net cash from financing activities       |        |      |   |      |      |         |     |   |      |        |  | 
|                                                          |                                            |                                          |        |      |    |      |      |         |      |   |      |       
|                                                          |                                            | Net change in cash                       |        |      | (2 | )    |      |         | 27   |   |      |        |  | 
|Cash and cash equivalents at beginning of year            |                                            |                                          | 27     |      |    |      |     |         |      |   |     |       
|                                                          |                                            |                                          |        |      |    |      |      |         |      |   |      |       
|                                                          |                                            | Cash and cash equivalents at end of year |        | $    | 25 |      |      | $       | 27   |   |      | $      |  | 
|                                                          |                                            |                                          |        |      |    |      |      |         |      |   |      |       

47



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##### 



CENTRA FINANCIAL HOLDINGS INC. AND
SUBSIDIARIES


Notes to the Consolidated Financial
Statements  (continued)



|    |                                                 
|--- | ------------------------------------------------
|16. | Summarized Quarterly Information
    (Unaudited)

A summary of selected quarterly financial
information for 2003 and 2002 follows:

|                                              |                                             |         |   |           |  |         |   |           |  |  |   |           |  |  |   |           |  
|--------------------------------------------- | ------------------------------------------- | ------- | - | --------- |  | ------- | - | --------- |  |  | - | --------- |  |  | - | --------- | -
|                                              |                                             | First   |   | Second    |  | Third   |   | Fourth   
|                                              |                                             | Quarter |   | Quarter   |  | Quarter |   | Quarter  
|(Dollars in Thousands, except Per Share Data) |                                             |         |   |           |  |         |   |          
|2003:                                         |                                             |         |   |           |  |         |   |           |  |  |   |           |  |  |   |          
|                                              | Interest income                             |         | $ | 3,233     |  |         | $ | 3,492     |  |  | $ | 3,776     |  |  | $ | 4,133     |  
|                                              | Interest expense                            |         |   | 1,220     |  |         |   | 1,345     |  |  |   | 1,329     |  |  |   | 1,410     |  
|                                              | Net interest income                         |         |   | 2,013     |  |         |   | 2,147     |  |  |   | 2,447     |  |  |   | 2,723     |  
|                                              | Provision for loan losses                   |         |   | 345       |  |         |   | 502       |  |  |   | 629       |  |  |   | 623       |  
|                                              | Other income                                |         |   | 540       |  |         |   | 819       |  |  |   | 795       |  |  |   | 632       |  
|                                              | Other expenses                              |         |   | 1,796     |  |         |   | 2,015     |  |  |   | 2,128     |  |  |   | 2,218     |  
|                                              | Income tax (benefit)                        |         |   |          |  |         |   |          |  |  |   |          |  |  |   | (104      | )
|                                              | Net income                                  |         |   | 412       |  |         |   | 449       |  |  |   | 485       |  |  |   | 618       |  
|                                              | Basic net earnings per share                |         | $ | 0.18      |  |         | $ | 0.19      |  |  | $ | 0.21      |  |  | $ | 0.27      |  
|                                              | Diluted earnings per share                  |         | $ | 0.17      |  |         | $ | 0.18      |  |  | $ | 0.20      |  |  | $ | 0.25      |  
|                                              | Basic weighted average shares outstanding   |         |   | 2,320,550 |  |         |   | 2,320,550 |  |  |   | 2,320,550 |  |  |   | 2,320,550 |  
|                                              | Diluted weighted average shares outstanding |         |   | 2,457,198 |  |         |   | 2,450,550 |  |  |   | 2,457,198 |  |  |   | 2,444,729 |  
|                                             
|2002:                                         |                                             |         |   |           |  |         |   |           |  |  |   |           |  |  |   |          
|                                              | Interest income                             |         | $ | 2,214     |  |         | $ | 2,497     |  |  | $ | 2,818     |  |  | $ | 3,037     |  
|                                              | Interest expense                            |         |   | 973       |  |         |   | 1,019     |  |  |   | 1,111     |  |  |   | 1,209     |  
|                                              | Net interest income                         |         |   | 1,241     |  |         |   | 1,478     |  |  |   | 1,707     |  |  |   | 1,828     |  
|                                              | Provision for loan losses                   |         |   | 135       |  |         |   | 258       |  |  |   | 220       |  |  |   | 354       |  
|                                              | Other income                                |         |   | 295       |  |         |   | 323       |  |  |   | 371       |  |  |   | 540       |  
|                                              | Other expenses                              |         |   | 1,326     |  |         |   | 1,363     |  |  |   | 1,541     |  |  |   | 1,661     |  
|                                              | Income tax                                  |         |   |          |  |         |   |          |  |  |   |          |  |  |   |          |  
|                                              | Net income                                  |         |   | 75        |  |         |   | 180       |  |  |   | 317       |  |  |   | 353       |  
|                                              | Basic net earnings per share                |         | $ | 0.05      |  |         | $ | 0.10      |  |  | $ | 0.14      |  |  | $ | 0.15      |  
|                                              | Diluted earnings per share                  |         | $ | 0.05      |  |         | $ | 0.10      |  |  | $ | 0.13      |  |  | $ | 0.14      |  
|                                              | Basic weighted average shares outstanding   |         |   | 1,600,500 |  |         |   | 1,756,302 |  |  |   | 2,302,022 |  |  |   | 2,320,454 |  
|                                              | Diluted weighted average shares outstanding |         |   | 1,657,396 |  |         |   | 1,881,582 |  |  |   | 2,425,915 |  |  |   | 2,456,891 |  

48



---



##### 



REPORT OF INDEPENDENT AUDITORS

To the Stockholders and Board of Directors

We have audited the accompanying consolidated
balance sheets of Centra Financial Holdings, Inc. and
subsidiaries (Centra) as of December 31, 2003 and 2002, and
the related consolidated statements of income,
stockholders equity, and cash flows for each of the three
years in the period ended December 31, 2003. These
financial statements are the responsibility of Centras
management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with
auditing standards generally accepted in the United States.
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial
statements referred to above present fairly, in all material
respects, the consolidated financial position of Centra
Financial Holdings, Inc. and subsidiaries at December 31,
2003 and 2002, and the consolidated results of their operations
and their cash flows for each of the three years in the period
ended December 31, 2003, in conformity with accounting
principles generally accepted in the United States.



| |                       
| | ----------------------
| | /s/  ERNST & YOUNG LLP

Charleston, West Virginia

February 19, 2004


49



---



##### 






PART III




ITEM
10.     DIRECTORS AND EXECUTIVE
OFFICERS OF THE REGISTRANT

Directors and Executive Officers of Centra
include those persons identified under Election of
Directors on pages 2 through 4 of Centras
definitive Proxy Statement relating to Centras Annual
Meeting of Shareholders for 2004, which section is expressly
incorporated by reference. Other Executive Officers are
Kevin D. Lemley (49), Senior Vice President, Treasurer
and Chief Financial Officer, former Senior Vice President and
Manager of Statewide Lending and Chief Financial Officer for
Huntington National Bank, West Virginia; Timothy P.
Saab (47), Senior Vice President and Secretary, former Vice
President Private Financial Group for Huntington National Bank,
West Virginia; E. Richard Hilleary (56), Senior Vice
President  Commercial Lending, former Vice President
of Commercial Lending with Huntington National Bank, West
Virginia; Henry M. Kayes, Jr. (36),
President  Martinsburg Region, former Senior Vice
President and Martinsburg City Executive with Branch, Banking
Bank and Trust (BB&T).

Mr. Lemley, Mr. Saab, and
Mr. Hilleary all assumed their current positions upon
formation of Centra Bank and its opening on February 14,
2000. Mr. Kayes assumed his current position on
January 8, 2001. In addition, for the discussion of the
audit committee financial experts of Centra, see
Management and Directors on page 3 of
Centras definitive proxy statement relating to
Centras Annual Meeting of Shareholders for 2004, which
section is expressly incorporated by reference.

The Company has adopted a code of ethics that
applies to our Chief Executive Officer, Chief Financial Officer
and other executive officers and a copy is filed herewith as
Exhibit 14.




ITEM
11.     EXECUTIVE
COMPENSATION

See Executive Compensation and Other
Information on pages 9 through 12 of Centras
definitive Proxy Statement relating to Centras Annual
Meeting of Stockholders for 2004, which is incorporated herein
by reference.

The report of the Compensation Committee of the
Board of Directors on executive compensation included in
Centras definitive Proxy Statement relating to
Centras Annual Meeting of Shareholders for 2003, shall be
deemed to be incorporated by reference.






|         |                                                                   
|-------- | ------------------------------------------------------------------
|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
    OWNERS AND MANAGEMENT

See Ownership of Securities by Directors
and Executive Officers on page 12 of Centras
definitive Proxy Statement relating to Centras Annual
Meeting of Shareholders for 2004, which section is expressly
incorporated by reference.




ITEM 13.     CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS

See Certain Transactions with Directors and
Officers and Their Respective Associates on page 8 of
Centras definitive Proxy Statement relating to
Centras Annual Meeting of Shareholders for 2004, which
section is expressly incorporated by reference.




ITEM
14.     PRINCIPAL ACCOUNTING FEES AND
SERVICES

See Ratification of Auditors on page
12 of Centras definitive Proxy Statement relating to
Centras Annual Meeting of Shareholders for 2004, which
section is expressly incorporated by reference.

50



---



##### 






PART IV




ITEM
15.     EXHIBITS, FINANCIAL STATEMENT
SCHEDULES, AND REPORTS ON FORM 8-K

(a)(1) Financial Statements:

The following consolidated financial statements
of Centra Financial Holdings Inc. and subsidiaries are included
in Item 8:

|                                                                                                                                                                 |  |      |    | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|                                                                                                                                                                 |  | Page
|                                                                                                                                                                 |  |     
|Report of Independent Auditors (Ernst & Young
    LLP)                                                                                                           |  |      | 49 | 
|Consolidated Balance Sheets as of
    December 31, 2003 and 2002                                                                                                 |  |      | 29 | 
|Consolidated Statements of Income for the years
    ended December 31, 2003, 2002 and 2001                                                                       |  |      | 30 | 
|Consolidated Statements of Stockholders
    Equity for the years ended December 31, 2003, 2002 and 2001                                                         |  |      | 31 | 
|Consolidated Statements of Cash Flows for the
    years ended December 31, 2003, 2002 and 2001                                                                   |  |      | 32 | 
|Notes to the Consolidated Financial Statements                                                                                                                   |  |      | 33 | 
|Centra Financial Holdings Inc.: (Parent Company
    Only Financial Statements are included in Note 15 of the
    Notes to the Consolidated Financial Statements) |  |      | 47 | 

(a)(2) Financial Statement Schedules



| |                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | All schedules for which provision is made in the
    applicable accounting regulations of the Securities and Exchange
    Commission are not required under the related instructions or
    are inapplicable and, therefore, have been omitted.

(a)(3) Exhibits



| |                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Exhibits filed with this Annual Report on
    Form 10-KSB are attached hereto. For a list of such
    exhibits, see Exhibit Index beginning at
    page 47. The Exhibit Index specifically identifies
    each management contract or compensatory plan required to be
    filed as an exhibit to this Form 10-KSB.

(b)    Reports on
Form 8-K



| |                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------
| | Centra filed a Form 8-K on February 26,
    2003 announcing fourth quarter financial position and results of
    operations.

(c)    Exhibits



| |                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------
| | Exhibits filed with Annual Report on
    Form 10-KSB are attached hereto. For a list of such
    exhibits, see Exhibit Index beginning at
    page 47.

(d)    Financial Statement
Schedules



| |      
| | -----
| | None.

51



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##### 



SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized. CENTRA FINANCIAL HOLDINGS INC.Date: March 19, 2004
    
    By:
    
    /s/ Douglas J. LeechDouglas J. Leech, President
and Chief Executive OfficerDate: March 19, 2004
    
    By:
    
    /s/ Kevin D. LemleyKevin D. Lemley, SVP-CFO
Principal Financial and
Accounting Officer
 Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated. Signatures
    
    Title
    
    Date/s/ DOUGLAS J. LEECH
Douglas J. Leech
    
    President and Chief Executive
Officer and Director
    
    March 19, 2004/s/ JAMES W. DAILEY II
James W. Dailey II
    
    Director
    
    March 19, 2004/s/ ARTHUR GABRIEL
Arthur Gabriel
    
    Director
    
    March 19, 2004/s/ ROBERT A. MCMILLAN
Robert A. McMillan
    
    Director
    
    March 19, 2004/s/ MARK R. NESSELROAD
Mark R. Nesselroad
    
    Director
    
    March 19, 2004/s/ PARRY G. PETROPLUS
Parry G. Petroplus
    
    Director
    
    March 19, 2004/s/ MILAN PUSKAR
Milan Puskar
    
    Director
    
    March 19, 2004/s/ PAUL T. SWANSON
Paul T. Swanson
    
    Director
    
    March 19, 2004/s/ BERNARD G. WESTFALL
Bernard G. Westfall
    
    Director
    
    March 19, 2004




---



##### 






EXHIBIT INDEX

Centra Financial Holdings Inc. and
Subsidiaries Annual Report on Form 10-KSB

For Fiscal Year Ended December 31,
2003


|        |      |             |  |                                                                                                                                     |  |                                                                                                                                    
|------- | ---- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |             |  |                                                                                                                                    
|Number  |      | Description |  | Exhibit Location                                                                                                                   
|        |      |             |  |                                                                                                                                    
|        | 3.1  |             |  | Articles of Incorporation                                                                                                           |  | Form S-4 Registration Statement,
    Registration No. 333-36186, filed December 23, 1999,
    and incorporated by reference herein.
|        | 3.2  |             |  | Bylaws                                                                                                                              |  | Form S-4 Registration Statement,
    Registration No. 333-36186, filed December 23, 1999,
    and incorporated by reference herein 
|        | 4.1  |             |  | Shareholder Protection Rights Agreement                                                                                             |  | Form S-4 Registration Statement,
    Registration No. 333-36186, filed December 23, 1999,
    and incorporated by reference herein 
|        | 10.1 |             |  | Centra Financial Holdings, Inc. 1999 Stock
    Incentive Plan dated as of April 27. 2000                                            |  | Form 10-KSB for the year ended
    December 31, 2000, and incorporated by reference herein                                         
|        | 10.2 |             |  | Employment Agreement of Douglas J. Leech dated
    March 16, 2000                                                                   |  | Form 10-KSB for the year ended
    December 31, 2000, and incorporated by reference herein                                         
|        | 10.3 |             |  | Lease agreement with Platinum Plaza, Inc.                                                                                           |  | Form S-4 Registration Statement,
    Registration No. 333-36186, filed December 23, 1999,
    and incorporated by reference herein 
|        | 10.4 |             |  | Lease agreement with Frank and Teresa Fargo for
    premises occupied by the Williamsport Pike office                               |  | Form 10-KSB for the year ended
    December 31, 2001, and incorporated by reference herein                                         
|        | 10.5 |             |  | Lease agreement with Columbus, LLC for premises
    occupied by the 450 Foxcroft Avenue office                                      |  | Form 10-KSB for the year ended
    December 31, 2001, and incorporated by reference herein                                         
|        | 10.6 |             |  | Lease agreement with Van Wyk Enterprises, Inc.
    for premises occupied by the 300 Foxcroft Avenue office                          |  | Form 10-KSB for the year ended
    December 31, 2001, and incorporated by reference herein                                         
|        | 10.7 |             |  | Lease agreement with Union Properties for
    unimproved real estate at the corner of West Virginia Route 857
    and Venture Drive |  | Form 10-KSB for the year ended
    December 31, 2002, and incorporated by reference herein                                         
|        | 10.8 |             |  | Employment and Change-of-Control Agreement with
    Kevin D. Lemley                                                                 |  | Filed herewith.                                                                                                                    
|        | 10.9 |             |  | Employment and Change-of-Control Agreement with
    Timothy P. Saab                                                                 |  | Filed herewith.                                                                                                                    
|        | 10.1 | 0           |  | Employment and Change-of-Control Agreement with
    E. Richard Hilleary                                                             |  | Filed herewith.                                                                                                                    
|        | 10.1 | 1           |  | Employment and Change-of-Control Agreement with
    Henry M. Kayes                                                                  |  | Filed herewith.                                                                                                                    
|        | 12   |             |  | Statement Re: Computation of Ratios                                                                                                 |  | Filed herewith.                                                                                                                    
|        | 14   |             |  | Code of Ethics                                                                                                                      |  | Filed herewith.                                                                                                                    
|        | 21   |             |  | Subsidiaries of Registrant                                                                                                          |  | Filed herewith.                                                                                                                    

53



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##### 



|        |      |             |  |                                                                                                      |  |                         
|------- | ---- | ----------- |  | ---------------------------------------------------------------------------------------------------- |  | ------------------------
|Exhibit |      |             |  |                                                                                                     
|Number  |      | Description |  | Exhibit Location                                                                                    
|        |      |             |  |                                                                                                     
|        | 23   |             |  | Consent of Independent Auditors                                                                      |  | Filed herewith.         
|        | 31.1 |             |  | Certificate of Principal Executive Officer
    Pursuant to Section 302 of Sarbanes Oxles Act of 2002 |  | Filed herewith.         
|        | 31.2 |             |  | Certificate of Principal Financial Officer
    Pursuant to Section 302 of Sarbanes Oxles Act of 2002 |  | Filed herewith.         
|        | 32.1 |             |  | Certificate of Principal Executive Officer
    Pursuant to Section 906 of Sarbanes Oxles Act of 2002 |  | Filed herewith.         
|        | 32.2 |             |  | Certificate of Principal Financial Officer
    Pursuant to Section 906 of Sarbanes Oxles Act of 2002 |  | Filed herewith.         
|        | 99.1 |             |  | Proxy Statement for the 2003 Annual Meeting                                                          |  | To be filed.            
|        | 99.2 |             |  | Report of Ernst & Young LLP, Independent
    Auditors                                                |  | Found on Page 44 herein.

54