**EXHIBIT 10.22****EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN****EXECUTIVE AGREEMENT**     THIS AGREEMENT is made and entered into this 20th day of April, 2000, by and betweenCentra Bank, Inc., a Bank organized and existing under the laws of the State of West Virginia,(hereinafter referred to as the, “Bank”), and Douglas J. Leech, Jr. an Executive of the Bank(hereinafter referred to as the, “Executive”).     WHEREAS, the Executive is now in the employ of the Bank and it is the consensus of the Boardof Directors (hereinafter referred to as the, “Board”) that the Executive’s services are ofexceptional merit, in excess of the compensation paid and an invaluable contribution to the profitsand position of the Bank in its field of activity. The Board further believes that the Executive’sexperience, knowledge of corporate affairs, reputation and industry contacts are of such value, andthe Executive’s continued services so essential to the Bank’s future growth and profits, that itwould suffer severe financial loss should the Executive terminate his services;     ACCORDINGLY, the Board has adopted the Centra Bank, Inc. Executive Supplemental RetirementPlan (hereinafter referred to as the, “Executive Plan”) and it is the desire of the Bank and theExecutive to enter into this agreement which the Bank will agree to make certain payments to theExecutive upon the Executive’s retirement and to the Executive’s beneficiary(ies) in the event ofthe Executive’s death pursuant to the Executive Plan;     FURTHERMORE, it is the intent of the parties hereto that this Executive Plan be considered anunfunded arrangement maintained primarily to provide supplemental retirement benefits for theExecutive, and to be considered a non-qualified benefit plan for purposes of the EmployeeRetirement Security Act of 1974, as amended (“ERISA”). The Executive is fully advised of theBank’s financial status and has had substantial input in the design and operation of this benefitplan; and     NOW THEREFORE, in consideration of services the Executive has performed in the formation ofthe Bank and those services to be performed in the future, and based upon the mutual promises andcovenants herein contained, the Bank and the Executive agree as follows:**I.** **DEFINITIONS** A. Effective Date:The Effective Date of the Plan shall be March 29, 2000.
 

 
 B. Plan Year:Any reference to the “Plan Year” shall mean a calendar year from January 1st toDecember 31st. In the year of implementation, the term the “Plan Year” shall meanthe period from the Effective Date to December 31st of the year of the EffectiveDate. C. Retirement Date:Retirement Date shall mean retirement from service with the Bank which becomeseffective on the first day of the calendar month following the month in which theExecutive reaches age sixty-five (65) or such later date as the Executive mayactually retire. D. Early Retirement Date:Early Retirement Date shall mean a retirement from service which is effective priorto the Normal Retirement Age stated herein, provided the Executive has attained agesixty (60). E. Termination of Service:Termination of Service shall mean the Executive’s voluntary resignation of serviceby the Executive or the Bank’s discharge of the Executive with or without cause,prior to the Early Retirement Date [Subparagraph I(D)]. F. Pre-Retirement Account:A Pre-Retirement Account shall be established as a liability reserve account on thebooks of the Bank for the benefit of the Executive. Prior to the time when theExecutive begins receiving the benefits herein, such liability reserve accountshall be increased or decreased each Plan Year, until the aforestated event occurs,by the Index Retirement Benefit [Subparagraph I (G)].An illustration of the calculation of the Pre-Retirement Account liability balanceas set forth herein is attached hereto and marked as Exhibit “A”. The numbersreferred to in said Exhibit A are not actual nor representative of anyPre-Retirement Account liability balance that may be actually calculated per thisExecutive Agreement. Exhibit A is attached hereto merely for illustrativepurposes. G. Index Retirement Benefit:The Index Retirement Benefit for the Executive in the Executive Plan for each PlanYear shall be equal to the excess (if any) of the Index
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[Subparagraph I (H)] forthat Plan Year over the Opportunity Cost [Subparagraph I (I)] for that PlanYear.An illustration of the calculation of the Index Retirement Benefit as setforth herein is attached hereto and marked as Exhibit “A”. The numbers referred toin said Exhibit A are not actual nor representative of any Index Retirement Benefitthat may be actually calculated per this Executive Agreement. Exhibit A isattached hereto merely for illustrative purposes. H. Index:The Index for any Plan Year shall be the aggregate annual after-tax income from thelife insurance contract(s) described hereinafter as defined by FASB TechnicalBulletin 85-4. This Index shall be applied as if such insurance contract(s) werepurchased on the Effective Date of the Executive Plan.       Insurance Company: ING Southland Life Insurance Company  Policy Form: Flexible Premium Adjustable Life  Policy Name: IE Max Universal  Insured’s Age and Sex: 46/Male  Riders: None  Ratings: According to the health of the proposed insured  Option: Level  Face Amount: $1,660,982  Premiums Paid: $526,000 Yr 1;  $1,000,000 Yr 2; $700,000 Yr 3  Number of Premium Payments: Three (3)  Assumed Purchase Date: March 29, 2000If such contracts of life insurance are actually purchased by the Bank, then theactual policies as of the dates they were actually purchased shall be used incalculations under this Executive Plan. If such contracts of life insurance arenot purchased or are subsequently surrendered or lapsed, then the Bank shallreceive annual policy illustrations that assume the above-described policies werepurchased or had not subsequently surrendered or lapsed, which illustration will bereceived from the respective insurance companies and will indicate the increase inpolicy values for purposes of calculating the amount of the Index.In either case, references to the life insurance contracts are merely for purposesof calculating a benefit. The Bank has no obligation to purchase such lifeinsurance and, if purchased, the Executives and their beneficiary(ies) shall haveno ownership interest in such policy and shall always have no greater interest in the benefits under this Executive Plan than thatof an unsecured creditor of the Bank.
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 I. Opportunity Cost:The Opportunity Cost for any Plan Year shall be calculated by taking the sum of theamount of premiums for the life insurance policies described in the definition of“Index” plus the amount of any after-tax benefits paid to the Executive pursuant tothe Executive Plan (Paragraph II hereinafter) plus the amount of all previous yearsafter-tax Opportunity Cost, and multiplying that sum by the average after-tax yieldof the one year Treasury Bill minus fifty (50) basis points. J. Change of Control:Change of Control shall be defined in the Executive Employment Agreement in effecton the date of said Change of Control. K. Normal Retirement Age**:**Normal Retirement Age shall mean the date on which the Executive attains agesixty-five (65).**II.** **INDEX BENEFITS** A. Retirement Benefits:An Executive who remains in the employ of the Bank until the Normal RetirementAge [Subparagraph I (K)] shall be entitled to receive the balance in thePre-Retirement Account in, at the election of the Executive, either seven (7) orfifteen (15) equal annual installments commencing thirty (30) days following theExecutive’s retirement. If the Executive shall not make said election, then theExecutive shall receive the payments in fifteen (15) equal annual installments asset forth herein. The Executive may, at any time prior to receiving the totalbalance in the Pre-Retirement Account, change said election to receive paymentsfrom seven (7) to fifteen (15) or from fifteen (15) to seven (7). At such timethat the change is made, the number of payments that the Executive has receivedshall be subtracted from the number of payments that the Executive elects toreceive and the balance that remains due in the Pre-Retirement Account shall bedivided equally and paid in the number of remaining payments. For example, if theExecutive initially elects to receive his payments in fifteen (15) annualinstallments and after he has received two (2) such payments he elects to receivehis payments in seven (7) annual installments, then the Executive shall receive theremaining balance in the Pre-Retirement Account at the time of said change inelection in five (5) equal annual installments. If, however, the Executive initially elects to receiveseven (7) annual installments and, after receiving two (2) payments he changes hiselection to fifteen (15) annual installments, then
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the Executive would receive theremaining balance in the Pre-Retirement Account in thirteen (13) annualinstallments.In addition to these payments and commencing in conjunction therewith, the IndexRetirement Benefit [Subparagraph I (G)] for each Plan Year subsequent to theExecutive’s retirement, and including the remaining portion of the Plan Yearfollowing said retirement, shall be paid to the Executive until the Executive’sdeath.Notwithstanding the foregoing, the total amount of said benefit (i.e. thePre-Retirement Account and the Index Retirement Benefit combined for fifteen (15)years, or the Index Retirement Benefit alone after the Pre-Retirement AccountBenefit expires in fifteen (15) years) to be received by the Executive said benefitshall be a guaranteed minimum of One Hundred Fifty Thousand Dollars and NO/100($150,000.00) for so long as the Executive receives a benefit hereunder. In thefirst fifteen (15) years of payments, for purposes of calculating the amount ofbenefit received, it shall be assumed that the Executive has elected to receive thePre-Retirement Account in fifteen (15) equal annual installments and said minimumbenefit provided hereunder shall be paid accordingly.An illustration of the calculation of the Retirement Benefits as set forth hereinis attached hereto and marked as Exhibit “A”. Except for the $150,000.00 minimumbenefit set forth hereinabove, the numbers referred to in said Exhibit A are notactual nor representative of any Retirement Benefits that may be actuallycalculated per this Executive Agreement. Exhibit A is attached hereto merely forillustrative purposes. B. Early Retirement:Should the Executive elect Early Retirement or be discharged by the Banksubsequent to the Early Retirement Date [Subparagraph I (D)], the Executive shallbe entitled to receive the balance in the Pre-Retirement Account paid in, at theelection of the Executive, either seven (7) or fifteen (15) equal annualinstallments commencing thirty (30) days following the Executive’s earlyretirement. If the Executive shall not make said election, then the Executiveshall receive the payments in fifteen (15) equal annual installments as set forthherein. The Executive may, at any time prior to receiving the total balance in thePre-Retirement Account, change said election to receive payments from seven (7) tofifteen (15) or from fifteen (15) to seven (7). At such time that the change ismade, the number of payments that the Executive has received shall be subtractedfrom the number of payments that the Executive elects to receive and the balancethat remains due in the Pre-Retirement Account shall be divided equally and paid in the number of remaining payments. For example, if the Executiveinitially elects to receive his payments in fifteen (15) annual installments andafter he has received two (2) such payments he elects to receive his payments inseven (7) annual
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installments, then the Executive shall receive the remainingbalance in the Pre-Retirement Account at the time of said change in election infive (5) equal annual installments. If, however, the Executive initially elects toreceive seven (7) annual installments and, after receiving two (2) payments hechanges his election to fifteen (15) annual installments, then the Executive wouldreceive the remaining balance in the Pre-Retirement Account in thirteen (13) annualinstallments.In addition to these payments and commencing in conjunction therewith, the IndexRetirement Benefit for each Plan Year subsequent to the year in which the Executiveretires early, and including the remaining portion of the Plan Year in which theExecutive retires early, shall be paid to the Executive until the Executive’sdeath.Notwithstanding the foregoing, the total amount of said benefit (i.e. thePre-Retirement Account and the Index Retirement Benefit combined, or the IndexRetirement Benefit alone after the Pre-Retirement Account Benefit expires) to bereceived by the Executive in the first fifteen (15) years of receipt of saidbenefit shall be a guaranteed minimum of One Hundred Fifty Thousand Dollars andNO/100 ($150,000.00). After the Executive has received fifteen (15) annual benefitpayments as set forth herein, then there shall not be any minimum guaranteedbenefit and the Executive shall continue to receive only those benefits set forthhereinabove. In the first fifteen (15) years of payments, for purposes ofcalculating the amount of benefit received, it shall be assumed that the Executivehas elected to receive the Pre-Retirement Account in fifteen (15) equal annualinstallments and said minimum benefit provided hereunder shall be paid accordingly.An illustration of the calculation of the Early Retirement Benefits as set forthherein is attached hereto and marked as Exhibit “A”. Except for the $150,000.00minimum benefit set forth hereinabove, the numbers referred to in said Exhibit Aare not actual nor representative of any Early Retirement Benefits that may beactually calculated per this Executive Agreement. Exhibit A is attached heretomerely for illustrative purposes. C. Termination of Service:Should an Executive suffer a Termination of Service the Executive shall beentitled to receive the balance in the Pre-Retirement Account payable to theExecutive in, at the election of the Executive, either seven (7) or fifteen (15)equal annual installments commencing thirty (30) days following the Executive’sattaining age sixty (60). If the Executive shall not make said election, then the Executive shall receive the payments in fifteen(15) equal annual installments as set forth herein. The Executive may, at any timeprior to receiving the total balance in the Pre-Retirement Account, change saidelection to receive payments from seven (7) to
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fifteen (15) or from fifteen (15) toseven (7). At such time that the change is made, the number of payments that theExecutive has received shall be subtracted from the number of payments that theExecutive elects to receive and the balance that remains due in the Pre-RetirementAccount shall be divided equally and paid in the number of remaining payments. Forexample, if the Executive initially elects to receive his payments in fifteen (15)annual installments and after he has received two (2) such payments he elects toreceive his payments in seven (7) annual installments, then the Executive shallreceive the remaining balance in the Pre-Retirement Account at the time of saidchange in election in five (5) equal annual installments. If, however, theExecutive initially elects to receive seven (7) annual installments and, afterreceiving two (2) payments he changes his election to fifteen (15) annualinstallments, then the Executive would receive the remaining balance in thePre-Retirement Account in thirteen (13) annual installments.In addition to these payments and commencing in conjunction therewith, the IndexRetirement Benefit for each Plan Year subsequent to the year in which the Executiveattains age sixty (60), and including the remaining portion of the Plan Year inwhich the Executive attains age sixty (60), shall be paid to the Executive untilthe Executive’s death.Notwithstanding the foregoing, the total amount of said benefit (i.e. thePre-Retirement Account and the Index Retirement Benefit combined, or the IndexRetirement Benefit alone after the Pre-Retirement Account Benefit expires) to bereceived by the Executive in the first fifteen (15) years of receipt of saidbenefit shall be a guaranteed minimum of One Hundred Fifty Thousand Dollars andNO/100 ($150,000.00). After the Executive has received fifteen (15) annual benefitpayments as set forth herein, then there shall not be any minimum guaranteedbenefit and the Executive shall continue to receive only those benefits set forthhereinabove. In the first fifteen (15) years of payments, for purposes ofcalculating the amount of benefit received, it shall be assumed that the Executivehas elected to receive the Pre-Retirement Account in fifteen (15) equal annualinstallments and said minimum benefit provided hereunder shall be paid accordingly.An illustration of the calculation of Termination of Service Benefits as set forthherein is attached hereto and marked as Exhibit “A”. Except for the $150,000.00minimum benefit set forth hereinabove, the numbers referred to in said Exhibit Aare not actual nor representative of any Termination of Service Benefits that maybe actually calculated per this Executive Agreement. Exhibit A is attached heretomerely for illustrative purposes. D. Death:
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Should the Executive die prior to having received the balance of the Pre-RetirementAccount the Executive shall be entitled to under the terms of this Executive Plan,the entire unpaid balance of the Executive’s Pre-Retirement Account shall be paidin a lump sum to the individual or individuals the Executive may have designated inwriting and filed with the Bank. In addition, after twelve (12) months from thedate of this Agreement, upon the death of the Executive, the Bank shall pay theExecutive’s beneficiary(ies) an amount equal to Two Million Five Hundred ThousandDollars ($2,500,000.00), less any death benefit payments received by theExecutive’s beneficiary(ies) under any other life insurance benefit provided by theBank except those benefits paid as a result of any term insurance or group terminsurance provided by the Bank. In the absence of any effective designation ofbeneficiary(ies), the unpaid balance shall be paid as set forth herein to the dulyqualified executor or administrator of the Executive’s estate. Said payment duehereunder shall be made the first day of the second month following the decease ofthe Executive. Provided, however, that anything hereinabove to the contrarynotwithstanding, no death benefit shall be payable hereunder if the Executive dieson or before the 29th day of March, 2000. E. Disability Benefit:In the event the Executive becomes disabled prior to any Termination of Service,and the Executive’s employment is terminated because of such disability, he shallbegin receiving one hundred percent (100%) of the benefits in Subparagraph II (A)above only should the Bank’s long term disability coverage payments to theExecutive cease, the Bank’s long term disability policy shall terminate, or whenthe Executive attains age sixty-five (65), whichever event shall first occur. Ifthere is a dispute regarding whether the Executive is disabled, such dispute shallbe resolved by a physician selected by the Bank. a physician selected by theExecutive, and a third physician selected by each of the other two (2) physicians.Such resolution shall be binding upon all parties to this Agreement. F. Death Benefit:Except as set forth above, there is no death benefit provided under this Agreement.**III.** **RESTRICTIONS UPON FUNDING**The Bank shall have no obligation to set aside, earmark or entrust any fund or money withwhich to pay its obligations under this Executive Plan. The Executive, theirbeneficiary(ies), or any successor in interest shall be and remain simply a generalcreditor of the Bank in the same manner as any other creditor having a general claim formatured and unpaid compensation.
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The Bank reserves the absolute right, at its sole discretion, to either fund theobligations undertaken by this Executive Plan or to refrain from funding the same and todetermine the extent, nature and method of such funding. Should the Bank elect to fundthis Executive Plan, in whole or in part, through the purchase of life insurance, mutualfunds, disability policies or annuities, the Bank reserves the absolute right, in its solediscretion, to terminate such funding at any time, in whole or in part. At no time shallany Executive be deemed to have any lien nor right, title or interest in or to any specificfunding investment or to any assets of the Bank.If the Bank elects to invest in a life insurance, disability or annuity policy upon thelife of the Executive, then the Executive shall assist the Bank by freely submitting to aphysical exam and supplying such additional information necessary to obtain such insuranceor annuities.**IV.** **CHANGE OF CONTROL**Upon a Change of Control [Subparagraph I (J)], if the Executive subsequently suffers aTermination of Service [Subparagraph I (E)], then the Executive shall receive the benefitspromised in this Executive Plan upon attaining Normal Retirement Age, as if the Executivehad been continuously employed by the Bank until the Executive’s Normal Retirement Age.The Executive will also remain eligible for all promised death benefits in this ExecutivePlan. In addition, no sale, merger, or consolidation of the Bank shall take place unlessthe new or surviving entity expressly acknowledges the obligations under this ExecutivePlan and agrees to abide by its terms.**V.** **MISCELLANEOUS** A. Alienability and Assignment Prohibition:Neither the Executive, nor the Executive’s surviving spouse, nor any otherbeneficiary(ies) under this Executive Plan shall have any power or right totransfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwiseencumber in advance any of the benefits payable hereunder nor shall any of saidbenefits be subject to seizure for the payment of any debts, judgments, alimony orseparate maintenance owed by the Executive or the Executive’s beneficiary(ies), norbe transferable by operation of law in the event of bankruptcy, insolvency orotherwise. In the event the Executive or any beneficiary attempts assignment,commutation, hypothecation, transfer or disposal of the benefits hereunder, the Bank’sliabilities shall forthwith cease and terminate. B. Binding Obligation of the Bank and any Successor in Interest:
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The Bank, or Centra Financial Holding, Inc., shall not merge or consolidate into orwith another bank or sell substantially all of its assets to another bank, firm orperson until such bank, firm or person expressly agrees, in writing, to assume anddischarge the duties and obligations of the Bank under this Executive Plan. ThisExecutive Plan shall be binding upon the parties hereto, their successors,beneficiaries, heirs and personal representatives. C. Amendment or Revocation:It is agreed by and between the parties hereto that, during the lifetime of theExecutive, this Executive Plan may be amended or revoked at any time or times, inwhole or in part, by the mutual written consent of the Executive and the Bank. D. Gender:Whenever in this Executive Plan words are used in the masculine or neuter gender,they shall be read and construed as in the masculine, feminine or neuter gender,whenever they should so apply. E. Effect on Other Bank Benefit Plans:Nothing contained in this Executive Plan shall affect the right of the Executive toparticipate in or be covered by any qualified or non-qualified pension,profit-sharing, group, bonus or other supplemental compensation or fringe benefitplan constituting a part of the Bank’s existing or future compensation structure. F. Headings:Headings and subheadings in this Executive Plan are inserted for reference andconvenience only and shall not be deemed a part of this Executive Plan. G. Applicable Law:The validity and interpretation of this Agreement shall be governed by the laws ofthe State of West Virginia. H. 12 U.S.C. § 1828(k):
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Any payments made to the Executive pursuant to this Executive Plan, or otherwise,are subject to and conditioned upon their compliance with 12 U.S.C. § 1828(k) orany regulations promulgated thereunder. I. Partial Invalidity:If any term, provision, covenant, or condition of this Executive Plan is determinedby an arbitrator or a court, as the case may be, to be invalid, void, orunenforceable, such determination shall not render any other term, provision,covenant, or condition invalid, void, or unenforceable, and the Executive Planshall remain in full force and effect notwithstanding such partial invalidity. J. Employment:No provision of this Executive Plan shall be deemed to restrict or limit anyexisting employment agreement by and between the Bank and the Executive, nor shallany conditions herein create specific employment rights to the Executive nor limitthe right of the Employer to discharge the Executive with or without cause. In asimilar fashion, no provision shall limit the Executive’s rights to voluntarilysever the Executive’s employment at any time. K. Exhibit AAn illustration of certain definitions, terms, and benefits as set forth herein isattached hereto and marked as Exhibit “A”. The certain definitions, terms, andbenefits referred to in said Exhibit A are not actual nor representative of anycertain definitions, terms, and benefits that may be actually in this ExecutiveAgreement. Exhibit A is attached here to merely for illustrative purposes.**VI.** **ERISA PROVISION** A. Named Fiduciary and Plan Administrator:The “Named Fiduciary and Plan Administrator” of this Executive Plan shall be CentraBank, Inc. until its resignation or removal by the Board. As Named Fiduciary andPlan Administrator, the Bank shall be responsible for the management, control andadministration of the Executive Plan. The Named Fiduciary may delegate to otherscertain aspects of the management and operation responsibilities of the Executive Plan including the employment of advisors and the delegation of ministerial dutiesto qualified individuals. B. Claims Procedure and Arbitration:
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In the event a dispute arises over benefits under this Executive Plan and benefitsare not paid to the Executive (or to the Executive’s beneficiary(ies) in the caseof the Executive’s death) and such claimants feel they are entitled to receive suchbenefits, then a written claim must be made to the Named Fiduciary and PlanAdministrator named above within sixty (60) days from the date payments arerefused. The Named Fiduciary and Plan Administrator shall review the written claimand if the claim is denied, in whole or in part, they shall provide in writingwithin thirty (30) days of receipt of such claim its specific reasons for suchdenial, reference to the provisions of this Executive Plan upon which the denial isbased and any additional material or information necessary to perfect the claim.Such written notice shall further indicate the additional steps to be taken byclaimants if a further review of the claim denial is desired. A claim shall bedeemed denied if the Named Fiduciary and Plan Administrator fail to take any actionwithin the aforesaid sixty-day period.If claimants desire a second review they shall notify the Named Fiduciary and PlanAdministrator in writing within sixty (60) days of the first claim denial.Claimants may review this Executive Plan or any documents relating thereto andsubmit any written issues and comments it may feel appropriate. In their solediscretion, the Named Fiduciary and Plan Administrator shall then review the secondclaim and provide a written decision within thirty (30) days of receipt of suchclaim. This decision shall likewise state the specific reasons for the decisionand shall include reference to specific provisions of the Plan Agreement upon whichthe decision is based.If claimants continue to dispute the benefit denial based upon completedperformance of this Executive Plan or the meaning and effect of the terms andconditions thereof, then claimants may submit the dispute to an Arbitrator forfinal arbitration. The Arbitrator shall be selected by mutual agreement of theBank and the claimants. The Arbitrator shall operate under any generallyrecognized set of arbitration rules. The parties hereto agree that they and theirheirs, personal representatives, successors and assigns shall be bound by thedecision of such Arbitrator with respect to any controversy properly submitted toit for determination.Where a dispute arises as to the Bank’s discharge of the Executive for “cause”,such dispute shall likewise be submitted to arbitration as above-described and the parties hereto agree to be bound by the decision thereunder.     IN WITNESS WHEREOF, the parties hereto acknowledge that each has carefully read this Agreementand executed the original thereof on the 20th day of April, 2000, and that, upon execution, eachhas received a conforming copy.
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             **CENTRA BANK, INC.**