##### Table of Contents





UNITED STATES
    SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
  FORM 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For 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(State or other jurisdiction
    of
    incorporation or organization)

55-0770610(I.R.S. Employer
    Identification No.)990 Elmer Prince Drive, Morgantown, WV(Address of principal executive
    offices)

26505(Zip Code)   (Registrants
    telephone number, including area code)
    (304) 598-2000
  (Former
    name, former address and former fiscal year, if changed since
    last report) [None]
    Title of Each Class

Name of Each Exchange on Which Registered[Common Stock, $1 par value per share]

None     o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2 o þ
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o     Form 10-K.




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##### 





TABLE
    OF CONTENTS
   
 PagePART IItem 1.

Business


3Item 1A.

Risk Factors


10Item 1B.

Unresolved Staff Comments


13Item 2.

Properties


13Item 3.

Legal Proceedings


13Item 4.

Submission of Matters to a Vote of Security
    Holders


13PART IIItem 5.

Market for Registrants Common Stock,
    Related Stockholder Matters and Issuer Purchaser of Equity
    Securities


14Item 6.

Selected Financial Data


16Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


16Item 7A.

Quantitative and Qualitative Disclosures about
    Market Risk


37Item 8.

Financial Statements and Supplementary Data


37Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


37Item 9A.

Controls and Procedures


37Item 9B.

Other Information


37PART IIIItem 10.

Directors and Executive Officers of the
    Registrant


70Item 11.

Executive Compensation


70Item 12.

Security Ownership of Certain Beneficial Owners
    and Management


70Item 13.

Certain Relationships, Related Transactions and
    Director Independence


70Item 14.

Principal Accounting Fees and Services


70PART IVItem 15.

Exhibits and Financial Statement Schedules


71Signatures


72Exhibit Index


74EX-12EX-21EX-23EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



PART I  ITEM 1.
    BUSINESS        (304) 598-2000.
    Customers
    and Markets
   3




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##### Table of Contents



Commercial
    Loans
    Lending Practices.
    Consumer
    Loans
    Lending Practices.
   4




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##### Table of Contents



Real
    Estate Loans
    Lending Practices.
  Home Equity Loans. 20-year
  Construction Loans.
  Competition
        Supervision
    and Regulation
    Bank Holding Company Regulation.
 5




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##### Table of Contents



and/or
      Banking Subsidiary Regulation.
  International Money Laundering Abatement and
    Anti-Terrorist Financing Act of 2001 (USA Patriot
    Act)
  Federal
    Deposit Insurance Corporation
   6




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##### Table of Contents



Federal
    Home Loan Bank
    Capital
    Requirements
  Federal Reserve Board. Form 10-K.
  West Virginia Division of
    Banking.
  FDIC
    Assessments.
    Troubled
    Asset Relief Program  Capital Purchase
    Program.
    America
    Recovery and Reinvestment Act of
    2009.
   7




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##### Table of Contents



Future
    Legislation.
    Limits
    on Dividends
  Form 10-K,
  Federal
    and State Laws
  truth-in-lending low-to-moderate
  Monetary
    Policy and Economic Conditions
     8




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##### Table of Contents



Effect
    of Environmental Regulation
        Executive
    Officers
    Name

Age

Position

Principal Occupation (Past Five Years)Douglas J. Leech


54


Chairman, President and Chief Executive Officer

Chairman, President and CEO Centra Financial Holdings, Inc.,
    President Centra Bank, Inc.Henry M. Kayes, Jr.


41


Vice President

Executive Vice President, Centra Bank, President 
    Martinsburg Region, Centra Bank, Inc. (2001 to present); Senior
    Vice President  City Executive, Martinsburg,
    West Virginia, BB&T(2000 to 2001); Senior Vice
    President, One Valley Bank  East (1989-2001)Kevin D. Lemley


54


Vice President, CFO and Treasurer

Senior Vice President and CFO Centra Bank, Inc. (1999 to
    present); Senior Vice President, Huntington National Bank, West
    Virginia (Commercial Portfolio Manager/Manager of Statewide
    Commercial Lending) (1997-1999); Huntington National Bank, West
    Virginia, Chief Financial Officer (1987-1997)Timothy P. Saab


52


Vice President and Secretary

Senior Vice President, Centra Bank, Inc. (1999 to present); Vice
    President and Group Executive, Private Financial Group,
    Huntington National Bank (1996-1999); Senior Vice President,
    Huntington National Bank, West Virginia (1993-1996); Corporate
    Secretary, Huntington Bancshares West Virginia (1989-1996);
    Corporate Secretary, Huntington National Bank, West Virginia
    (1994-1997) 9




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##### Table of Contents



Name

Age

Position

Principal Occupation (Past Five Years)E. Richard Hilleary


60


Vice President

Senior Vice President  Commercial Lending, Centra
    Bank, Inc. (1999 to present); Vice President, Huntington
    National Bank, West Virginia (Commercial Lending (1973 to 1999)Karla J. Strosnider


46


Vice President

Senior Vice President, Centra Bank, Inc. (1999 to present);
    Assistant Vice President, Operations, One Valley
    Bank  Charleston (1981 to 1999)John T. Fahey


47


Vice President

Senior Vice President and Marketing Director, Centra Bank, Inc.
    (1999 to present); Marketing Director, Huntington National Bank,
    West Virginia (1991 to 1999)   ITEM 1A.
    RISK
    FACTORS  We
    may not be able to maintain our historical growth rate, which
    may adversely impact our results of operations and financial
    condition.
      Centras
    real estate portfolios are exposed to weakness in the U.S.
    housing markets and the overall state of the
    economy.
    The
    allowance for loan losses may prove inadequate or be negatively
    affected by credit risk
    exposures.
   10




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##### Table of Contents



Form 10-K
  Centras
    Ability to Pay Dividends is
    Limited.
  Form 10-K,
      Financial
    Market and Economic Conditions May Adversely Affect Our
    Business.
       11




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An
    Increase in FDIC Assessments Could Impact Our Financial
    Performance.
    Changes
    in interest rates could reduce income and cash
    flows.
    Form 10-K
  Centras
    success depends on Centras management
    team.
    Centra
    faces vigorous competition in its market
    areas.
    
    local, regional and national banks;
    savings and loans;
    internet banks;
    credit unions;
    finance companies; and
    brokerage firms serving Centras market areas.   12




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Centra
    is highly
    regulated.
    The
    number of shares owned by our directors and executive officers
    could make it more difficult to obtain approval for some matters
    submitted to shareholder vote, including mergers and
    acquisitions.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES    Form 10-K.
  ITEM 3.
    LEGAL
    PROCEEDINGS  and/or
  ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   13




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##### Table of Contents



PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
    MATTERS, AND ISSUER PURCHASERS OF EQUITY SECURITIES      Quarterly
    Market and Dividend Information:
  2008


2007Estimated





EstimatedMarket Value





Market ValuePer Share


Dividend


Per Share


DividendFourth Quarter

$
16.59


$
0.05


$
16.53


$
0.00Third Quarter


16.59



0.05



16.53



0.00Second Quarter


16.59



0.05



13.52



0.00First Quarter


16.53



0.05



13.52



0.00     year-to-date
       14




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##### Table of Contents



Performance
    Graph
      COMPARISON
    OF 5-YEAR
    CUMULATIVE TOTAL RETURN
    AMONG CENTRA FINANCIAL HOLDINGS, INC.,
    NASDAQ MARKET INDEX AND SIC CODE INDEX
  
  ASSUMES $100
    INVESTED ON JAN. 1, 2004
    ASSUMES DIVIDEND REINVESTED
    FISCAL YEAR ENDING DEC. 31, 2008
  2003


2004


2005


2006


2007


2008CENTRA FINANCIAL HOLDINGS



100.00




100.00




115.38




140.55




156.19




156.81STATE COMMERCIAL BANKS



100.00




108.75




106.93




121.68




108.53




70.43NASDAQ MARKET INDEX



100.00




108.41




110.79




122.16




134.29




79.25  15




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA    (Dollars in Thousands, exceptRatios and Per Share Data)

2008


2007


2006(a)


2005


2004Operating DataFor the year ended:Total interest income

$
69,355


$
68,570


$
50,201


$
29,530


$
20,014Total interest expense


29,399



34,001



22,976



11,288



6,846Net interest income


39,956



34,569



27,225



18,242



13,168Provision for credit losses


5,157



3,498



2,327



1,341



2,160Other income


7,566



6,081



3,638



3,135



2,497Security gains(losses)


217







(40
)


(247
)


Other expense


32,763



28,921



20,735



13,465



10,350Income tax expense


3,249



2,904



2,929



2,337



1,151Net income


6,570



5,327



4,832



3,987



2,004Balance Sheet DataAt year-end:Total assets

$
1,213,557


$
1,085,187


$
913,853


$
550,756


$
442,914Investment securities


121,543



125,904



125,130



49,748



23,386Total loans


1,025,212



876,176



693,520



463,496



396,914Total deposits


1,012,393



943,934



804,188



484,532



385,822Short-term borrowings


75,285



25,173



25,366



18,536



14,507Long-term debt


20,000



20,000



20,000



10,000



10,000Stockholders equity


95,242



87,920



57,113



33,873



29,745Significant RatiosNet income to:Average total assets


.57
%


.54
%


.66
%


.80
%


.50
%Average stockholders equity


7.21



8.16



9.92



12.50



6.98Average stockholders equity to average total assets


7.84



6.59



6.60



6.42



7.14Average total loans to average deposits


92.87



89.00



89.61



99.46



99.06Risk-based capital ratio


11.36



12.24



10.28



11.58



12.09Per Share DataBasic net income per share

$
1.00


$
0.99


$
1.10


$
0.91


$
0.54Diluted net income per share

$
0.92


$
0.91


$
1.01


$
0.83


$
0.51Cash dividends paid

$
0.20


$
0.00


$
0.00


$
0.00


$
0.00Book value at end of period

$
14.00


$
14.72


$
13.57


$
10.93


$
10.59Basic weighted-average shares outstanding


6,597,386



5,384,111



4,394,585



4,394,585



3,737,124Diluted weighted-average shares outstanding


7,125,462



5,859,746



4,788,779



4,788,779



3,922,731     (a)
    
    The financial data for 2006 and beyond includes the acquisition
    of Smithfield.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Forward-Looking
    Statements:
   16




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##### Table of Contents




    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;
    Adverse changes could occur in the securities and investments
    markets;
    The FDIC could increase insurance assessments;
    The current economic environment could pose significant
    challenges for us as well as other financial institutions across
    the country, and these challenges could adversely affect our
    financial condition and results of operations; and
    Legislation adopted by Congress may not prove effective in
    loosening the credit markets and reversing deterioration of the
    economy.    Introduction
  Form 10-K.
  Application
    of Critical Accounting Policies
   17




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##### Table of Contents



Income
    Recognition
    and/or
  Allowance
    for Loan Losses
       18




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##### Table of Contents



Investment
    Securities
  available-for-sale held-to-maturity.
  available-for-sale other-than-temporary other-than-temporary
  other-than-temporarily
  Income
    Taxes
    time-to-time
 19




---



##### Table of Contents



Goodwill
    and Other Intangible Assets
            Recent
    Accounting Pronouncements and Developments
      Summary
    Financial Results
   20




---



##### Table of Contents



de novo
    Interest
    Income and Expense
             21




---



##### Table of Contents



Statistical
    Financial Information Regarding Centra
    Average
    Balances and Analysis of Net Interest Income:
  2008


2007Average








AverageAverage


Income/


Yield/


Average


Income/


Yield/(Dollars in Thousands)

Balance


Expense


Rate


Balance


Expense


RateSecurities(1)(4):Taxable

$
88,495


$
4,048



4.57
%

$
110,357


$
5,770



5.23
%Tax-exempt


34,068



1,811



5.32
%


9,640



575



5.96
%Loans(2)(3)(4):Commercial


685,626



45,689



6.66
%


521,193



42,260



8.11
%Real estate


188,922



12,123



6.42
%


178,575



12,278



6.88
%Consumer


87,910



6,659



7.57
%


78,956



6,070



7.69
%Allowance for loan losses


(14,817
)










(11,282
)Net loans


947,641



64,471



6.80
%


767,442



60,608



7.90
%Loans held for sale


3,120



164



5.26
%


2,641



156



5.91
%Short-term investments:Interest-bearing deposits


1,312



23



1.75
%


1,120



70



6.34
%Federal funds sold


14,074



327



2.32
%


34,879



1,768



5.07
%Total


15,386



350



2.27
%


35,999



1,838



5.11
%Total earning assets


1,088,710



70,844



6.51
%


926,079



68,947



7.45
%Other assets


73,807











65,405Total assets

$
1,162,517










$
991,484Interest-bearing deposits:Savings

$
36,347


$
183



0.50
%

$
36,081


$
449



1.24
%Demand


297,502



5,782



1.94
%


237,072



9,054



3.82
%Time


531,740



21,523



4.05
%


488,998



22,050



4.51
%Total


865,589



27,488



3.18
%


762,151



31,553



4.14
%Short-term borrowed funds


49,969



817



1.64
%


22,879



960



4.20
%Long-term debt


20,000



1,094



5.47
%


20,000



1,488



7.44
%Total interest-bearing liabilities


935,558



29,399



3.14
%


805,030



34,001



4.22
%Non-interest-bearing demand deposits


125,830











112,794Other liabilities


9,721











8,353Total liabilities


1,071,109











926,177Stockholders equity


91,408











65,307Total liabilities and stockholders equity

$
1,162,517










$
991,484Interest rate spread





$
41,445



3.37
%





$
34,946



3.23
%Interest income/earning assets










6.51
%










7.45
%Interest expense/earning assets










2.70
%










3.68
%Net yield on earning assets (net interest margin










3.81
%










3.77
%  22




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##### Table of Contents



(1)
    
    Average balances of investment securities based on carrying
    value.(2)
    
    Loan fees included in interest income were $1,170 in 2008 and
    $801 in 2007.(3)
    
    Nonaccrual loans are included in the daily average loan amounts
    outstanding.(4)
    
    For 2008 and 2007, income is computed on a fully tax-equivalent
    basis assuming a tax rate of approximately 40%.  Average
    Balances and Analysis of Net Interest Income:
  2006AverageAverage


Income/


Yield/(Dollars in Thousands)

Balance


Expense


RateSecurities(1)(4):Taxable

$
87,922


$
4,130



4.70
%Tax-exempt


3,171



206



6.50
%Loans(2)(3)(4):Commercial


374,864



29,992



8.00
%Real estate


145,947



9,870



6.76
%Consumer


55,671



4,207



7.56
%Allowance for loan losses


(9,095
)Net loans


567,387



44,069



7.77
%Loans held for sale


2,678



171



6.39
%Short-term investments:Interest-bearing deposits


2,211



244



11.04
%Federal funds sold


29,737



1,548



5.21
%Total


31,948



1,792



5.61
%Total earning assets


693,106



50,368



7.27
%Other assets


44,485Total assets

$
737,591Interest-bearing deposits:Savings

$
34,179



412



1.21
%Demand


153,538



5,131



3.34
%Time


369,201



15,206



4.12
%Total


556,918



20,749



3.73
%Short-term borrowed funds


24,003



1,098



4.57
%Long-term debt


15,370



1,129



7.35
%Total interest-bearing liabilities


596,291



22,976



3.85
%Non-interest-bearing demand deposits


86,424Other liabilities


6,188Total liabilities


688,903Stockholders equity


48,688Total liabilities and stockholders equity

$
737,591Interest rate spread





$
27,392



3.42
%Interest income/earning assets










7.27
%Interest expense/earning assets










3.32
%Net yield on earning assets (net interest margin)










3.95
%  23




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##### Table of Contents



(1)
    
    Average balances of investment securities based on carrying
    value.(2)
    
    Loan fees included in interest income for 2006 were $740.(3)
    
    Nonaccrual loans are included in the daily average loan amounts
    outstanding.(4)
    
    For 2006, income is computed on a fully tax-equivalent basis
    assuming a tax rate of approximately 40%.  Rate/Volume
    Analysis of Changes in Interest Income and Expense:
  2008 vs. 2007Increase (Decrease)Due to Change In:(Dollars in Thousands)

Volume(1)


Rate(1)


NetInterest-earning assets:Loan portfolio:Commercial

$
11,815


$
(8,385
)

$
3,430Real estate


667



(822
)


(155
)Consumer


702



(113
)


589Net loans


13,184



(9,320
)


3,864Loans held for sale


26



(18
)


8Securities:Taxable


(1,055
)


(667
)


(1,722
)Tax exempt


1,305



(69
)


1,236Federal funds sold and other


(800
)


(689
)


(1,489
)Total interest-earning assets

$
12,660


$
(10,763
)

$
1,897Interest-bearing liabilities:Savings deposits

$
3


$
(269
)

$
(266
)Interest-bearing demand deposits


1,921



(5,193
)


(3,272
)Time deposits


1,836



(2,363
)


(527
)Short-term borrowings


679



(822
)


(143
)Long-term debt


0



(394
)


(394
)Total interest-bearing liabilities


4,439



(9,041
)


(4,602
)Net interest income

$
8,221


$
(1,722
)

$
6,499   24




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##### Table of Contents



2007 vs. 2006Increase (Decrease)Due to Change In:(Dollars in Thousands)

Volume(1)


Volume(1)


Volume(1)Interest-earning assets:Loan portfolio:Commercial

$
11,859


$
408


$
12,267Real estate


2,241



167



2,408Consumer


1,789



74



1,863Net loans


15,889



649



16,538Loans held for sale


(2
)


(13
)


(15
)Securities:Taxable


1,136



504



1,640Tax exempt


387



(18
)


369Federal funds sold and other


216



(169
)


47Total interest-earning assets

$
17,626


$
953


$
18,579Interest-bearing liabilities:Savings deposits

$
23


$
14


$
37Interest-bearing demand deposits


3,107



816



3,923Time deposits


5,297



1,547



6,844Short-term borrowings


(50
)


(88
)


(138
)Long-term debt


344



15



359Total interest-bearing liabilities


8,721



2,304



11,025Net interest income

$
8,905


$
(1,351
)

$
7,554     (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.  Allowance
    and Provision for Credit Losses
      sub-prime
 25




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##### Table of Contents



03-3,
            (Dollars in Thousands)

2008


2007


2006


2005


2004Balance, January 1

$
13,536


$
10,336


$
6,907


$
5,764


$
3,922Provision


5,186



3,159



1,830



1,301



2,065Charge-offs


2,530



213



1,272



304



227Recoveries


175



254



200



146



4Net (recoveries) charge-offs


2,355



(41
)


1,072



158



223Balance acquired through acquisition










2,671







Balance, December 31

$
16,367


$
13,536


$
10,336


$
6,907


$
5,764Ratio of net (recoveries) charge-offs to average loans


0.24
%


(.01
)%


.19
%


.04
%


.06
%  26




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##### Table of Contents



(Dollars in Thousands)

2008


2007


2006


2005


2004Allocation of allowance for loan losses at December 31:Commercial

$
11,862


$
7,628


$
6,236


$
5,291


$
4,217Real estate


3,062



3,273



2,140



769



983Real estate construction


48



276



152



65



80Consumer


1,395



2,359



1,808



782



484Total

$
16,367


$
13,536


$
10,336


$
6,907


$
5,764Percent of loans to total loans at December 31:Commercial


72
%


69
%


65
%


66
%


68
%Real estate


19



19



24



23



23Real estate construction


0



2



2



2



2Consumer


9



10



9



9



7Total


100
%


100
%


100
%


100
%


100
%     (Dollars in Thousands)

2008


2007


2006


2005


2004Balance, January 1

$
1,507


$
1,167


$
670


$
630


$
535Provision


(30
)


340



497



40



95Balance, December 31

$
1,477


$
1,507


$
1,167


$
670


$
630      27




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##### Table of Contents



(Dollars in Thousands)

2008


2007


2006


2005


2004Nonaccrual loansCommercial

$
3,774


$
3,005


$
1,149


$



$
358Real estate


2,468



905











Consumer


519



286



209



72



1Total nonaccrual loans


6,761



4,196



1,358



72



359Renegotiated loans


















Total non-performing loans


6,761



4,196



1,358



72



359Other real estate, net


160



235



10



204



Total non-performing assets

$
6,921


$
4,431


$
1,368


$
276


$
359Accruing loans past due 90 days or more


















Non-performing loans as a% of total loans


.67
%


.48
%


.20
%


.02
%


.09
%Allowance for loan losses as a% of non-performing loans


242
%


323
%


761
%


9,593
%


1,681
%     Non-Interest
    Income
            Non-Interest
    Expense
     28




---



##### Table of Contents



Income
    Taxes
    Return
    on Assets
    Return
    on Equity
   29




---



##### Table of Contents



2007
    Compared to 2006
              Overview
    of the Statement of Condition
       30




---



##### Table of Contents



Cash
    and Cash Equivalents
      Investment
    Securities
  sub-prime
  available-for-sale. available-for-sale
    Loans
         31




---



##### Table of Contents



Loan
    Portfolio Analysis:
  (Dollars in Thousands)

2008


2007


2006


2005


2004Year-end balances:Commercial, financial, and agricultural

$
743,052


$
604,319


$
448,885


$
305,270


$
269,863Real estate


180,109



171,335



167,354



106,599



90,458Real estate construction


14,696



14,465



11,894



9,084



7,416Consumer


87,355



86,057



65,387



42,543



29,177Total

$
1,025,212


$
876,176


$
693,520


$
463,496


$
396,914Average total loans

$
962,458


$
778,724


$
576,482


$
432,910


$
349,837Average allowance for loan losses


(14,817
)


(11,282
)


(9,095
)


(7,075
)


(5,276
)Average loans, net of allowance

$
947,641


$
767,442


$
567,387


$
425,835


$
344,561     Loan
    Maturities:
  December 31, 2008Due AfterOne Year


DueDue in


Through


AfterOne Year


Five


Five(Dollars in Thousands)

or Less


Years


Years


TotalLoan TypeCommercial loans:Fixed

$
46,874


$
133,760


$
104,447


$
285,081Variable


31,759



219,186



207,026



457,97178,633



352,946



311,473



743,052Real estate loans:Fixed


17,216



66,256



60,219



143,691Variable


11,701



19,781



19,632



51,11428,917



86,037



79,851



194,805Consumer loans:Fixed


11,023



39,235



34,328



84,586Variable


71



1,364



1,334



2,76911,094



40,599



35,662



87,355Total

$
118,644


$
479,582


$
426,986


$
1,025,212  32




---



##### Table of Contents



Loan
    Concentration
    Funding
    Sources
          (Dollars in Thousands)

2008


2007


2006Under 3 months

$
62,789


$
65,733


$
45,6613 to 12 months


134,824



123,593



82,243Over 12 months


67,922



50,270



86,599Total

$
265,535


$
239,596


$
214,503     Capital/Stockholders
    Equity
     33




---



##### Table of Contents



available-for-sale available-for-sale,
    Liquidity
    and Interest Rate Sensitivity
    Interest
    Rate Risk
         34




---



##### Table of Contents



and/or
      2008


2007Immediate

Estimated Increase


Estimated IncreaseInterest Rate Change

(Decrease) in Net


(Decrease) in Net(in Basis Points)

Interest Income


Interest Income(Dollars in Thousands)300


(8,573
)


(18.38
%)


(4,187
)


(10.3
%)200


(6,190
)


(13.27
%)


(2,793
)


(6.9
)100


(3,245
)


(6.96
%)


(1,416
)


(3.5
)(100)


(509
)


(1.09
%)


1,519



3.7   Liquidity
      available-for-sale
   35




---



##### Table of Contents



Contractual Obligations, Commitments, Contingent Liabilities,
    and Off-Balance Sheet Arrangements
      One


Three toOne Year


to Three


Five


Over Five(Dollars in Thousands)

or Less


Years


Years


Years


TotalCommitments to extend credit:Commercial

$
49,658


$
19,729


$
1,790


$
3,673


$
74,850Residential real estate


70,078



742



4



1,319



72,143Revolving home equity lines














45,352



45,352Standby letters of credit


30,316



674



19



47



31,056Net commitments to sell mortgage loans


1,961















1,961       Payments Due inOne to


Three toOne Year


Three


Five


Over Five(Dollars in Thousands)

or Less


Years


Years


Years


TotalDeposits without a stated maturity(a)

$
488,904


$



$



$



$
488,904Consumer certificates of deposits(b)


381,003



106,864



35,622







523,489Federal funds borrowed and security repurchase agreements(b)


75,285















75,285Long-term debt(b)


2,058



2,058



22,473



21,029



47,618Operating leases


1,284



1,959



1,376



3,747



8,366     (a)
    
    Excludes interest(b)
    
    Includes interest on both fixed and variable rate obligations.
    The interest associated with variable rate obligations is based
    upon interest rates in effect at December 31, 2008. The
    contractual amounts to be paid on variable rate obligations are
    affected by changes in market interest rates. Future changes in
    market interest rates could materially affect the contractual
    amounts to be paid.      Fourth
    Quarter
   36




---



##### Table of Contents



Future
    Outlook
      ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  34-35 Form 10-K.
  ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA    ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Disclosure
    Controls and Procedures
    Managements
    Annual Report on Internal Control Over Financial
    Reporting
  Regulation S-K Form 10-K.
  Attestation
    Report of Independent Registered Public Accounting
    Firm
  Regulation S-K  Form 10-K.
  Changes
    in Internal Control Over Financial Reporting
    ITEM 9B.
    OTHER
    INFORMATION   37




---



##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Consolidated
    Balance Sheets
  December 31(Dollars in Thousands, except Per Share Data)

2008


2007AssetsCash and cash equivalents

$
18,646


$
15,507Interest-bearing deposits in other banks


1,650



985Federal funds sold






26,904Total cash and cash equivalents


20,296



43,396Available-for-sale securities, at estimated fair value
    (amortized cost of $119,733 and $124,379 at December 31,
    2008 and 2007, respectively)


121,543



125,904Loans


1,025,212



876,176Allowance for loan losses


(16,367
)


(13,536
)Net loans


1,008,845



862,640Premises and equipment


21,446



18,720Loans held for sale


1,961



1,865Goodwill and other intangible assets


16,297



16,735Other assets


23,169



15,927Total assets

$
1,213,557


$
1,085,187LiabilitiesDeposits:Non-interest-bearing

$
132,229


$
114,419Interest-bearing


880,164



829,515Total deposits


1,012,393



943,934Short-term borrowings


75,285



25,173Long-term debt


20,000



20,000Other liabilities


10,637



8,160Total liabilities


1,118,315



997,267Stockholders equity:Preferred stock, $1 par value, 1,000,000 authorized, none
    issued






Common stock, $1 par value, 50,000,000 authorized,
    6,804,084 and 5,971,171 issued and outstanding on
    December 31, 2008 and 2007, respectively


6,804



5,971Additional paid-in capital


93,887



81,580Accumulated (deficit)


(6,535
)


(547
)Accumulated other comprehensive income


1,086



916Total stockholders equity


95,242



87,920Total liabilities and stockholders equity

$
1,213,557


$
1,085,187   See Notes to Consolidated Financial Statements.
 38




---



##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Consolidated
    Statements of Income
  Year Ended December 31(Dollars in Thousands, except Per Share Data)

2008


2007


2006Interest income:Loans, including fees

$
63,607


$
60,423


$
43,975Loans held for sale


164



156



171Securities available-for-sale


5,234



6,153



4,263Interest-bearing bank balances


23



70



244Federal funds sold


327



1,768



1,548Total interest income


69,355



68,570



50,201Interest expense:Deposits


27,488



31,553



20,749Short-term borrowings


817



960



1,098Long-term debt


1,094



1,488



1,129Total interest expense


29,399



34,001



22,976Net interest income


39,956



34,569



27,225Provision for credit losses


5,157



3,498



2,327Net interest income after provision for credit losses


34,799



31,071



24,898Other income:Service charges on deposit accounts


3,058



2,174



1,241Other service charges and fees


2,431



1,893



1,224Secondary market income


1,187



1,099



808Security gains/(losses)


217







(40
)Other


890



915



365Total other income


7,783



6,081



3,598Other expense:Salaries and employee benefits


16,423



14,653



10,015Occupancy expense


2,600



2,171



1,840Equipment expense


2,169



1,921



1,524Advertising


1,388



2,029



1,031Professional fees


1,283



340



420Data processing


2,220



1,763



1,292Other outside services


901



885



625Other


5,779



5,159



3,988Total other expense


32,763



28,921



20,735Net income before income tax expense


9,819



8,231



7,761Income tax expense


3,249



2,904



2,929Net income

$
6,570


$
5,327


$
4,832Basic earnings per share

$
1.00


$
0.99


$
1.10Diluted earnings per share

$
0.92


$
0.91


$
1.01Basic weighted-average shares outstanding


6,597,386



5,384,111



4,394,585Diluted weighted-average shares outstanding


7,125,462



5,859,746



4,788,779   See Notes to Consolidated Financial Statements.
 39




---



##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Consolidated
    Statements of Stockholders Equity
  AccumulatedAdditional


Accumulated


OtherCommon


Paid-in


(Deficit)


Comprehensive(Dollars in Thousands)

Stock


Capital


Earnings


Income(Loss)


TotalBalance, December 31, 2005

$
2,817


$
25,016


$
6,033


$
7


$
33,873Issuance of a 10% stock dividend


381



6,488



(6,869
)






Issuance of common stock


999



16,841











17,840Payments for fractional shares






4











4Stock Based Compensation Expense














161



161Comprehensive income:Net income










4,832







4,832Other comprehensive income:Unrealized gain on available-for-sale securities, net of income
    taxes of $284














427



427Reclassification adjustment for losses included in net income,
    net of income taxes $16














(24
)


(24
)Total comprehensive income


















5,235Balance, December 31, 2006


4,197



48,510



3,996



410



57,113Issuance of a 10% stock dividend


542



9,319



(9,861
)






Issuance of common stock


1,232



23,008











24,240Payments for fractional shares










(9
)






(9
)Stock Based Compensation Expense






743











743Comprehensive income:Net income










5,327







5,327Other comprehensive income:Unrealized gain on available-for-sale securities, net of income
    taxes of $202














506



506Total comprehensive income


















5,833Balance, December 31, 2007


5,971



81,580



(547
)


916



87,920Issuance of a 10% stock dividend


616



10,625



(11,241
)






Payments for fractional shares










(8
)






(8
)Cash dividend declared ($0.20)










(1,140
)






(1,140
)Stock Based Compensation Expense






223











223Exercise of 216,967 stock options


217



1,459











1,676Adoption of EITF
    06-04










(169
)






(169
)Comprehensive income:Net income










6,570







6,570Other comprehensive income:Change in unrealized gain on available for sale securities, net
    of income taxes of $28














40



40Reclassification adjustment for securities gains included in
    income, net of income taxes of $87














130



130Unrealized gain on available-for-sale securities, net of income
    taxes of $115


















170Total comprehensive income


















6,740Balance, December 31, 2008

$
6,804


$
93,887


$
(6,535
)

$
1,086


$
95,242   See Notes to Consolidated Financial Statements.
 40




---



##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Consolidated
    Statements of Cash Flows
  Year Ended December 31(Dollars in Thousands)

2008


2007


2006Operating activities:Net income

$
6,570


$
5,327


$
4,832Adjustments to reconcile net income to net cash provided by
    operating activities:Accretion of discounts on securities


(608
)


(1,028
)


(488
)Amortization of premiums on securities


587



876



47(Gain)/loss on sale of securities


(217
)






40Amortization of purchase accounting adjustments


1,246







Provision for credit losses


5,157



3,498



2,327Deferred income tax (benefit) expense


1,674



(1,155
)


839Depreciation


1,867



1,486



1,257Loss on disposal of premises and equipment






18



3Loans originated for sale


(74,911
)


(71,671
)


(60,916
)Proceeds from loans sold


75,999



71,895



62,207Gain on sale of loans


(1,184
)


(1,078
)


(795
)Stock Option Expense


223



743



161Increase in cash surrender value of life insurance


(362
)


(216
)


(173
)Increase (decrease) in other liabilities


2,477



974



(5,169
)(Increase) decrease in other assets


(3,884
)


(1,237
)


463Net cash provided by operating activities


14,634



8,648



4,808Investing activities:Purchases of premises and equipment


(4,598
)


(6,298
)


(4,581
)Retirement of premises and equipment










34Purchases of life insurance


(5,509
)






Purchases of available-for-sale securities


(84,015
)


(68,300
)


(44,642
)Sales, calls and maturities of available-for-sale securities


88,898



69,260



134,375Net cash paid for acquisition of Smithfield










(16,700
)Net increase in loans made to customers


(151,414
)


(182,954
)


(178,403
)Net cash used in investing activities


(156,638
)


(188,508
)


(110,090
)Financing activities:Net increase in deposits


68,010



139,746



106,659Net increase (decrease) in short-term borrowing


50,112



(193
)


6,830Proceeds of long-term debt issuance










10,000Proceeds of stock offering






23,974



17,840Payments for fractional shares


(8
)


(9
)


(4
)Cash dividend paid on common stock


(898
)






Cash received from exercise of stock options


1,688



266



Net cash provided by financing activities


118,904



163,784



141,325(Decrease) increase in cash and cash equivalents


(23,100
)


(16,076
)


36,043Cash and cash equivalents  beginning of period


43,396



59,472



23,429Cash and cash equivalents  end of period

$
20,296


$
43,396


$
59,472Supplemental cash flow information:Interest paid

$
29,679


$
32,902


$
22,600Income taxes paid

$
4,455


$
4,803


$
3,950   See Notes to Consolidated Financial Statements.
 41




---



##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Notes to the Consolidated Financial
    Statements
  1.
    Summary
    of Significant Accounting Policies        Principles
    of Consolidation
    Cash
    and Cash Equivalents
    Investment
    Securities
      Loans
     42




---



##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    the Consolidated Financial
    Statements  (Continued)
      Allowance
    for Credit Losses
         43




---



##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  Loans
    Held for Sale
    Rate
    Lock Commitments
    Other
    Real Estate Owned
    Bank
    Premises and Equipment
    Advertising
    Expense
    Income
    Taxes
    Stock-Based
    Compensation
   44




---



##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    the Consolidated Financial
    Statements  (Continued)
      Earnings
    Per Share
    Stock
    Dividend
    Variable
    Interest Entities
        FAS 140-4 FIN 46R-8
 45




---



##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    the Consolidated Financial
    Statements  (Continued)
      As of December 31, 2008


As of December 31, 2007Aggregate


Aggregate


Risk of


Aggregate


Aggregate


Risk of(Dollars in Thousands)

Assets


Liabilities


Loss(1)


Assets


Liabilities


Loss(1)Trust preferred securities

$
20,620


$
20,000


$
620


$
20,620


$
20,000


$
620     (1)
    
    Represents investment in VIEs.  Reclassifications
    Recent
    Accounting Pronouncements
  No. 06-4 (EITF 06-4), Accounting for Deferred Compensation and Postretirement
    Benefit Aspects of Endorsement Split-Dollar Life Insurance
    Arrangements EITF 06-4 EITF 06-4
  Fair Value
    Measurements
  No. 157-2,
  No. 157-3 Determining the Fair Value of a Financial Asset When
    the Market for that Asset Is Not Active
 46




---



##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    The Fair Value Option
    for Financial Assets and Financial Liabilities 
    Including an amendment of FASB Statement No. 115
  No. 06-11, Accounting for Income Tax Benefits of Dividends on
    Share-Based Payment Awards EITF 06-11 EITF 06-11 EITF 06-11
  Application of Accounting Principles to
    Loan Commitments
  Business
    Combinations Accounting for Costs
    Associated with Exit or Disposal Activities
 47




---



##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    Noncontrolling Interests in Consolidated Financial
    Statements.
  Disclosures about Derivative Instruments and
    Hedging Activities  an amendment of FASB Statement
    No. 133
  No. EITF 03-6-1 (FSP 03-6-1), Determining Whether Instruments Granted in Share-Based
    Payment Transactions Are Participating Securities FSP 03-6-1 Earnings Per
    Share EITF 03-6, Participating Securities and the Two-Class Method Under
    FASB Statement No. 128 FSP 03-6-1
 48




---



##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  FAS 132R-1, Employers Disclosures about Pensions and other
    Postretirement Benefits
    FSP 99-20-1, Amendments to the Impairment Guidance of EITF Issue
    No. 99-20 (FSP 99-20). EITF 99-20, Recognition of Interest Income and Impairment of Purchased
    Beneficial Interests That Continue to Be Held by a Transferor in
    Securitized Financial Assets FSP 99-20 EITF 99-20 Accounting for Certain Investments in Debt and Equity
    Securities EITF 99-20
  FSP 99-20
  2.
    Fair
    Values of Financial Instruments  Fair Value Measures
 49




---



##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    
    Level 1  Valuation is based on quoted prices in
    active markets for identical assets and liabilities.
    Level 2  Valuation is based on observable inputs
    other than quoted prices in active markets for similar assets
    and liabilities, quoted prices for identical or similar assets
    and liabilities in nonactive markets, and model-based valuation
    techniques for which all significant assumptions are observable
    in the market.
    Level 3  Valuation is based on model-based
    techniques that use one or more significant inputs or
    assumptions that are unobservable in the market.    December 31
  Fair Value Measurements atDecember 31, 2008 Using:Quoted Pricesin Active


SignificantMarkets for


Other


SignificantBalance as of


Identical


Observable


UnobservableDecember 31,


Assets


Inputs


InputsDescription

2008


(Level 1)


(Level 2)


(Level 3)AssetsAvailable-for-sale securities

$
121.543


$
643


$
120,900     Cash
    and Cash Equivalents
    Investment
    Securities
    Loans
   50




---



##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    Loans
    Held for Sale
    Deposits
    Short-Term
    Borrowings
    Long-Term
    Debt
    Off-Balance
    Sheet Financial Instruments
      2008


2007Carrying


Estimated


Carrying


Estimated(Dollars in Thousands)

Amount


Fair Value


Amount


FairFinancial assets:Cash and cash equivalents

$
20,296


$
20,296


$
43,396


$
43,396Investment securities


121,543



121,543



125,904



125,904Loans


1,025,212



1,090,055



876,176



1,111,167Loans Held for Sale


1,961



1,961



1,865



1,865Financial liabilities:Deposits


1,012,393



1,013,717



943,934



942,994Short-term borrowings


75,285



75,285



25,173



25,173Long-term debt


20,000



20,000



20,000



20,000    51




---



##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  3.
    Investment
    Securities  Securities Classified as Available-for-SaleGross


Gross


EstimatedAmortized


Unrealized


Unrealized


Fair(Dollars in Thousands)

Cost


Gains


Losses


ValueAt December 31, 2008:U.S. Government and federal agencies

$
79,961


$
1,942






$
81,903State and municipal


33,558



416



(252
)


33,722Other securities


6,214



21



(317
)


5,918Total available-for-sale securities

$
119,733


$
2,379


$
(569
)

$
121,543At December 31, 2007:U.S. Government and federal agencies

$
93,373


$
1,260






$
94,633State and municipal


20,364



290



(22
)


20,632Other securities


10,642



80



(83
)


10,639Total available-for-sale securities

$
124,379


$
1,630


$
(105
)

$
125,904         Amortized
    Cost
  After 1





After 5Year





YearsWithin 1





Through 5





Through





Over 10(Dollars in Thousands)

Year


Yield


Years


Yield


10 Years


Yield


Years


Yield


TotalDecember 31, 2008:US Government & federal agency

$
28,591



4.41
%

$
51,370



3.56
%

$




0.00
%

$




0.00
%

$
79,961State and municipal


576



3.64
%


18,539



3.50
%


14,443



3.34
%






0.00
%


33,558Other securities


1,709



6.01
%


3,590



4.66
%






0.00
%


915



4.95
%


6,214Total

$
30,876



4.49
%

$
73,499



3.60
%

$
14,443



3.34
%

$
915



4.95
%

$
119,733  52




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##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  Fair
    Value
  After 1


After 5Year


YearsWithin 1


Through 5


Through


Over 10Year


Years


10 Years


Years


TotalDecember 31, 2008:US Government & federal agency

$
29,068


$
52,835


$



$



$
81,903State and municipal


581



18,696



14,445







33,722Other securities


1,703



3,572







643



5,918Total

$
31,352


$
75,103


$
14,445


$
643


$
121,543       Less Than 12 Months


12 Months or More


TotalFair


Unrealized


Fair


Unrealized


Fair


Unrealized(Dollars in Thousands)

Value


Losses


Value


Losses


Value


LossesAt December 31, 2008:U.S. Government and federal agencies

$



$



$



$



$



$
State and municipal


12,355



(252
)










12,355



(252
)Other securities


1,733



(45
)


643



(272
)


2,376



(317
)Total loans

$
14,088


$
(297
)

$
643


$
(272
)

$
14,731


$
(569
)At December 31, 2007:U.S. Government and federal agencies

$



$



$
5,994


$
(1
)

$
5,994


$
(1
)State and municipal






















Other securities


2,976



(104
)










2,976



(104
)Total loans

$
2,976


$
(104
)

$
5,994


$
(1
)

$
8,970


$
(105
)    53




---



##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  4.
    Loans
    and Allowance for Loan Losses    (Dollars in Thousands)

2008


2007Commercial

$
141,584


$
143,675Real estate, commercial


601,468



460,644Real estate, mortgage


194,805



185,800Consumer


87,355



86,057Total loans

$
1,025,212


$
876,176     (Dollars in Thousands)

2008


2007


2006Balance, January 1

$
13,536


$
10,336


$
6,907Provision


5,186



3,159



1,830Balance acquired through acquisition










2,671Charge-offs


2,530



213



1,272Recoveries


175



254



200Net (recoveries) charge-offs


2,355



(41
)


1,072Balance, December 31

$
16,367


$
13,536


$
10,336     (Dollars in Thousands)

2008


2007


2006Balance, January 1

$
1,507


$
1,167


$
670Provision


(30
)


340



497Balance, December 31

$
1,477


$
1,507


$
1,167     (Dollars in Thousands)

2008


2007Impaired loans for which a specific allowance has been provided






Impaired loans for which a no specific allowance has been
    provided

$
3,774


$
3,005Other impaired loans for which no specific allowance has been
    provided






Total impaired loans

$
3,774


$
3,005Average balance of impaired loans

$
4,967


$
1,233    54




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##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    the Consolidated Financial
    Statements  (Continued)
        (Dollars in Thousands)

2008


2007Balance, January 1

$
55,716


$
35,172New loans


21,324



38,752Repayments


(5,518
)


(18,208
)Balance, December 31

$
71,522


$
55,716   5.
    Bank
    Premises and Equipment    (Dollars in Thousands)

2008


2007Land

$
6,055


$
6,026Building and premises


10,668



8,887Leasehold improvements


2,154



1,191Furniture, fixtures, and equipment


10,942



9,13529,819



25,239Accumulated depreciation


(8,373
)


(6,519
)Net book value

$
21,446


$
18,720    55




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##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    Operating(Dollars in Thousands)

LeasesYear ending December 31:2009

$
1,3422010


1,2122011


7472012


7052013


671Thereafter


3,747Total minimum lease payments

$
8,424       6.
    Deposits      (Dollars in Thousands)

AmountDue in one year

$
381,003Due in one  three years


106,864Due in three  five years


35,622Thereafter


$
523,489    56




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##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  7.
    Short-Term
    Borrowings    (Dollars in Thousands)

2008


2007


2006Ending balance

$
75,285


$
25,173


$
25,366Average balance


49,969



22,879



24,003Highest month-end balance


79,618



30,559



40,509Interest expense


817



960



1,103Weighted-average interest rate:End of year


0.72
%


3.55
%


4.48
%During the year


1.64
%


4.20
%


4.57
%     8.
    Long-Term
    Debt            2008


2007Weighted





WeightedAverage





Average(Dollars in Thousands)

Amount


Rate


Amount


RateCentra Financial Statutory Trust I

$
10,000



5.61
%

$
10,000



7.80
%Centra Financial Statutory Trust II

$
10,000



5.36
%

$
10,000



7.08
%    57




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##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  9.
    Income
    Taxes    2008


2007


2006Statutory corporate tax rate


34.0
%


34.0
%


34.0
%Differences in rate resulting from:State income taxes


5.5



4.0



3.2Tax exempt interest


(5.2
)


(2.6
)


(1.6
)Other


(1.2
)


(0.1
)


2.1Effective income tax rate


33.1
%


35.3
%


37.7
%     (Dollars in Thousands)

2008


2007


2006Federal:Current

$
3,787


$
3,558


$
3,160Deferred


(1,357
)


(916
)


(605
)State


819



262



374Income tax expense

$
3,249


$
2,904


$
2,929     (Dollars in Thousands)

2008


2007Deferred tax assets:Allowance for loan losses

$
6,943


$
5,675Net operating loss carry-forward


739



1,177Supplemental retirement plan


821



337Deferred net loan origination fees


504



322Stock option compensation


451



362Other


115



162Deferred tax assets


9,573



8,035Deferred tax liabilities:Premises and equipment


594



466Unrealized gain on available-for-sale securities


724



610Accretion on available-for-sale securities


217



386Purchase accounting intangibles


1,967



2,110Deferred tax liabilities


3,502



3,572Net deferred tax assets

$
6,071


$
4,463      58




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##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    10.
    Financial
    Instruments With Off-Balance Sheet Risk    (dollars in thousands)

2008


2007Commitments to grant loans

$
145,497


$
140,238Unfunded commitments under lines of credit


46,757



41,890Standby letters of credit


31,056



28,836       11.
    Other
    Expenses    (Dollars in Thousands)

2008


2007


2006Outside services

$
901


$
885


$
625Taxes not on income


1,173



1,021



539   12.
    Regulatory
    Matters     59




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##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    the Consolidated Financial
    Statements  (Continued)
          MinimumTo Be WellCapitalized UnderAdequately


Prompt CorrectiveActual


Capitalized


Action Provisions(Dollars in Thousands)

Amount


Ratio


Amount


Ratio


Amount


RatioAs of December 31, 2008Total capital(1)Consolidated

$
109,857



11.4
%

$
77,364



8.0
%


96,705



10.0
%Bank


106,824



11.1



77,269



8.0



96,586



10.0
%Tier 1(2)Consolidated


97,695



10.1



38,691



4.0



58,037



6.0Bank


94,682



9.8



38,606



4.0



57,909



6.0Tier 1(3)Consolidated


97,695



8.2



47,890



4.0



59,862



5.0Bank


94,682



7.9



47,880



4.0



59,850



5.0As of December 31, 2007Total capital(1)Consolidated

$
100,606



12.2
%

$
65,756



8.0
%


N/A



N/ABank


99,137



12.1



65,708



8.0


$
82,135



10.0
%Tier 1(2)Consolidated


90,270



11.0



32,885



4.0



N/A



N/ABank


88,805



10.8



32,860



4.0



49,290



6.0Tier 1(3)Consolidated


90,270



8.7



41,456



4.0



N/A



N/ABank


88,805



8.3



42,592



4.0



53,240



5.0     (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. 60




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##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    the Consolidated Financial
    Statements  (Continued)
   13.
    Federal
    Reserve Requirements    14.
    Employee
    Benefit Plans      15.
    Stock
    Compensation Plans  10-year
     61




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##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    WeightedAverageWeighted


RemainingAverage


Contractual


AggregateOutstanding Shares

Shares


Exercise Price


Term  Years


Intrinsic ValueOutstanding at beginning of period


1,471,318


$
9.14Granted






Exercised


216,967



7.14Forfeited


0



Outstanding at end of period


1,254,351



9.52



4.67



8,790,391Exercisable at end of period


1,095,241



9.05



4.23



8,189,484           16.
    Goodwill
    and Intangible Assets      (Dollars in Thousands)

2008


2007Gross carrying amount

$
6,024


$
6,024Accumulate amortization


(1,851
)


(1,111
)Net core deposit intangible

$
4,173


$
4,913    62




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##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  17.
    Parent
    Company Only Financial Information  Condensed
    Balance Sheet
  December 31(Dollars in Thousands)

2008


2007Assets:Cash and cash equivalents

$
2,158


$
718Available-for-sale securities, at estimated fair value
    (amortized cost of $616 in 2007 and 2006)


643



744Investment in second tier bank holding companies


112,229



106,646Total assets

$
115,030


$
108,108Liabilities:Long-term debt

$
20,000


$
20,000Other liabilities


(212
)


188Total liabilities


19,788



20,188Stockholders equity:Preferred stock, $1 par value, 1,000,000 authorized, none
    issued

$



$
Common stock, $1 par value, 50,000,000 authorized,
    6,804,084 and 5,971,171 issued and outstanding on
    December 31, 2008 and 2007 respectively


6,804



5,971Additional paid-in capital


93,887



81,580Accumulated earnings


(6,535
)


(547
)Accumulated other comprehensive income


1,086



916Total stockholders equity


95,242



87,920Total liabilities and stockholders equity

$
115,030


$
108,108   Consolidated
    Statement of Income
  Year Ended December 31(Dollars in Thousands)

2008


2007


2006Income  dividends from bank subsidiary

$
1,750


$



$
1,848 interest
    and dividends


30



24



17Expense  interest expense


1,094



1,494



1,157 Other
    Exepense


8







Income (loss) before federal income tax and equity in
    undistributed earnings of subsidiaries


678



(1,470
)


708Applicable income tax benefit


(503
)


(593
)


(660
)Equity in undistributed income of subsidiaries


5,389



6,204



3,464Net income

$
6,570


$
5,327


$
4,832  63




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##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  Statement
    of Cash Flows
  Year Ended December 31(Dollars in Thousands)

2008


2007


2006Operating activities:Net income

$
6,570


$
5,327


$
4,832Adjustments to reconcile net income to net cashprovided by operating activities:(Decrease) Increase in accrued expenses


(400
)


154



(444
)Stock Option Expense


223



743



161Equity in undistributed income of subsidiaries


(5,389
)


(6,204
)


(3,464
)Net cash provided by operations


1,004



20



1,085Investing activities:Net cash paid for acquisition










(16,700
)Net proceeds from (purchases) sales of available-for-sale
    securities


(89
)


(3
)


24Net cash used in investing activities


(89
)


(3
)


(16,676
)Financing activities:Proceeds of long-term debt issuance










10,000Proceeds of stock offering






24,240



17,840Proceeds from stock options exercised


1,688







Cash dividend paid


(898
)






Payments for fractional shares


(8
)


(8
)


(4
)Investment in subsidiaries


(257
)


(24,671
)


(11,140
)Net cash provided by (used in) financing activities


525



(439
)


16,696Net change in cash


1,440



(422
)


1,105Cash and cash equivalents at beginning of year


718



1,140



35Cash and cash equivalents at end of year

$
2,158


$
718


$
1,140  64




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##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  18.  Summarized
    Quarterly Information (Unaudited)
    First


Second


Third


Fourth(Dollars in Thousands, Except Per Share Data)

Quarter


Quarter


Quarter


Quarter2008:Interest income

$
17,825


$
17,062


$
17,377


$
17,091Interest expense


8,169



7,319



7,395



6,516Net interest income


9,656



9,743



9,982



10,575Provision for credit losses


638



520



813



3,186Other income


1,803



1,960



2,020



2,000Other expenses


8,027



8,250



8,215



8,271Income tax expense


981



991



945



332Net income


1,813



1,942



2,029



786Basic earnings per share

$
0.28


$
0.30


$
0.30


$
0.12Diluted earnings per share

$
0.25


$
0.27


$
0.27


$
0.11Basic weighted average shares outstanding


6,569,032



6,579,650



6,587,614



6,652,747Diluted weighted average shares outstanding


7,126,172



7,135,838



7,120,928



7,118,4022007:Interest income

$
15,815


$
16,586


$
17,873


$
18,296Interest expense


7,640



8,068



9,097



9,196Net interest income


8,175



8,518



8,776



9,100Provision for credit losses


500



443



521



2,034Other income


1,119



1,542



1,585



1,835Other expenses


6,513



7,051



7,287



8,070Income tax expense


898



934



884



188Net income


1,383



1,632



1,669



643Basic earnings per share

$
0.27


$
0.32


$
0.32


$
0.10Diluted earnings per share

$
0.25


$
0.30


$
0.29


$
0.10Basic weighted average shares outstanding


5,080,376



5,112,748



5,172,435



6,161,330Diluted weighted average shares outstanding


5,460,475



5,520,765



5,732,603



6,715,591   19.  Subsequent
    Events
   65




---



##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    10-year
      20.  Subsequent
    Events
   66




---



##### Table of Contents



REPORT ON
    MANAGEMENTS ASSESSMENT OF INTERNAL CONTROL OVER
    FINANCIAL REPORTING
      Douglas
    J. Leech
    Chief Executive Officer
  Kevin
    D. Lemley
    Chief Financial Officer
   67




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                
     68




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Directors and Stockholders Centra Financial
    Holdings, Inc.



We have audited the accompanying consolidated balance sheets of
    Centra Financial Holdings, Inc. and subsidiaries (Centra) as of
    December 31, 2008 and 2007, and the related consolidated
    statements of income, stockholders equity, and cash flows
    for each of the three years in the period ended
    December 31, 2008. 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 the standards of the
    Public Company Accounting Oversight Board (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 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, 2008 and 2007, and the
    consolidated results of their operations and their cash flows
    for each of the three years in the period ended
    December 31, 2008, in conformity with U.S. generally
    accepted accounting principles.



We also have audited, in accordance with the standards of the
    Public Company Accounting Oversight Board (United States),
    Centra Financial Holdings Inc.s internal control over
    financial reporting as of December 31, 2008, based on
    criteria established in Internal Control-Integrated Framework
    issued by the Committee of Sponsoring Organizations of the
    Treadway Commission and our report dated March 13, 2009
    expressed an unqualified opinion thereon.



-s- ERNST & YOUNG LLP



Cleveland, Ohio

March 13, 2009

69




---



##### Table of Contents



PART III  ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT        ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS    ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   70




---



##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  (a)
    (1) Financial Statements:
    PageReport of Independent Registered Public
    Accounting Firm (Ernst & Young LLP)


68Consolidated Balance Sheets as of
    December 31, 2008 and 2007


38Consolidated Statements of Income for the years
    ended December 31, 2008, 2007, and 2006


39Consolidated Statements of Stockholders
    Equity for the years ended December 31, 2008, 2007, and
    2005


40Consolidated Statements of Cash Flows for the
    years ended December 31, 2008, 2007, and 2006


41Notes to the Consolidated Financial Statements


42Centra Financial Holdings Inc.: (Parent Company
    Only Financial Statements are included in Note 17 of the
    Notes to the Consolidated Financial Statements)


63    (a)
    (2) Financial Statement Schedules
    (a)
    (3) Exhibits
  Form 10-K Form 10-K.
  (b)
    Exhibits  Form 10-K
  (c)
    Financial
    Statement Schedules   71




---



##### Table of Contents



SIGNATURES      By:
    /s/  Douglas
    J. Leech   President and Chief Executive Officer
    By:
    /s/  Kevin
    D. Lemley   SVP-CFO Principal Financial and
 Accounting Officer
      Signatures

Title

Date/s/  Douglas
    J. LeechDouglas
    J. Leech

President and Chief Executive Officer
    and Director

March 13, 2009/s/  James
    W. Dailey IIJames
    W. Dailey II

Director

March 13, 2009/s/  Arthur
    GabrielArthur
    Gabriel

Director

March 13, 2009/s/  Robert
    A. McmillanRobert
    A. Mcmillan

Director

March 13, 2009/s/  Mark
    R. NesselroadMark
    R. Nesselroad

Director

March 13, 2009/s/  Parry
    G. PetroplusParry
    G. Petroplus

Director

March 13, 2009/s/  Milan
    PuskarMilan
    Puskar

Director

March 13, 2009 72




---



##### Table of Contents



Signatures

Title

Date/s/  Paul
    T. SwansonPaul
    T. Swanson

Director

March 13, 2009/s/  Bernard
    G. WestfallBernard
    G. Westfall

Director

March 13, 2009/s/  C.
    Christopher ClussC.
    Christopher Cluss

Director

March 13, 2009  73




---



##### Table of Contents



CENTRA
    FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES ANNUAL REPORT ONFORM 10-K
    for Fiscal Year Ended December 31, 2008.
 EXHIBIT INDEX  ExhibitNumber

Description

Exhibit Location3
.1

Articles of Incorporation

Filed herewith3
.2

Bylaws

Form 10-K
    for the year ended December 31, 2006, 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

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
.3

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
.4

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
.5

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
.6

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
.07

Indenture with Centra Financial Holdings, Inc. as Issuer and
    Wilmington Trust Company as Trustee

Form 10-K
    for the year ended December 31, 2004, and incorporated by
    reference herein.10
.08

Floating Rate Junior Subordinated Deferrable Interest Debenture

Form 10-K
    for the year ended December 31, 2004, and incorporated by
    reference herein.10
.09

Guarantee Agreement by and between Centra Financial Holdings,
    Inc. and Wilmington Trust Company

Form 10-K
    for the year ended December 31, 2004, and incorporated by
    reference herein.10
.10

Deferred compensation plan for directors

Form 10-K
    for the year ended December 31, 2005, and incorporated by
    reference herein.10
.11

Stock Purchase Agreement with shareholders of Smithfield State
    Bank

Form 8-K
    filed March 16, 2006, and incorporated by reference herein.10
.12

Indenture with Centra Financial Holdings, Inc. as Issuer and
    Bear Stearns as Trustee

Form 10-Q
    for the quarter ended June 30, 2006, and incorporated by
    reference herein.10
.13

Floating Rate Junior Subordinated Deferrable Interest Debenture

Form 10-Q
    for the quarter ended June 30, 2006, and incorporated by
    reference herein.10
.14

Guarantee Agreement by and between Centra Financial Holdings,
    Inc. and Bear Stearns

Form 10-Q
    for the quarter ended June 30, 2006, and incorporated by
    reference herein.10
.15

Executive Supplemental Retirement Plan for Douglas J. Leech
    dated April 20, 2000

Form 10-K
    for the year ended December 31, 2006, and incorporated by
    reference herein.10
.15a

Life Insurance Method Split Dollar Plan Agreement

Form 10-K
    for the year ended December 31, 2006, and incorporated by
    reference herein.10
.15b

Rabbi Trust for the Executive Supplemental Retirement Plan
    Agreement and the Endorsement Method Split Dollar Plan Agreement.

Form 10-K
    for the year ended December 31, 2006, and incorporated by
    reference herein. 74




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##### Table of Contents



ExhibitNumber

Description

Exhibit Location10
.16

Executive Salary Continuation Plan for Kevin D. Lemley dated
    January 24, 2001

Form 10-K
    for the year ended December 31, 2006, and incorporated by
    reference herein.10
.17

Executive Salary Continuation Plan for Henry M. Kayes, Jr. dated
    September 6, 2005

Form 10-K
    for the year ended December 31, 2006, and incorporated by
    reference herein.10
.18

Executive Salary Continuation Plan for Kevin D. Lemley dated
    September 7, 2005

Form 10-K
    for the year ended December 31, 2006, and incorporated by
    reference herein.10
.19

Executive Salary Continuation Plan for E. Richard Hilleary dated
    September 7, 2005

Form 10-K
    for the year ended December 31, 2006, and incorporated by
    reference herein.10
.20

Executive Salary Continuation Plan for Karla J. Strosnider dated
    September 7, 2005

Form 10-K
    for the year ended December 31, 2006, and incorporated by
    reference herein.10
.21

Employment and Change-of-Control Agreement with Kevin D. Lemley

Form 10-K
    for the year ended December 31, 2007, and incorporated by
    reference herein.10
.22

Employment and Change-of-Control Agreement with Timothy P. Saab

Form 10-K
    for the year ended December 31, 2007, and incorporated by
    reference herein.10
.23

Employment and Change-of-Control Agreement with E. Richard
    Hilleary

Form 10-K
    for the year ended December 31, 2007, and incorporated by
    reference herein.10
.24

Employment and Change-of-Control Agreement with Henry M. Kayes,
    Jr.

Form 10-K
    for the year ended December 31, 2007, and incorporated by
    reference herein.10
.25

Employment and Change-of-Control Agreement with Karla J.
    Strosnider

Form 10-K
    for the year ended December 31, 2007, and incorporated by
    reference herein.10
.26

Employment and Change-of-Control Agreement with John T. Fahey

Form 10-K
    for the year ended December 31, 2007, and incorporated by
    reference herein.10
.27

Employment Agreement of Douglas J. Leech dated January 17, 2008

Form 10-K
    for the year ended December 31, 2007, and incorporated by
    reference herein.10
.28

Executive Supplemental Retirement Plan for Douglas J. Leech
    dated February 23, 2008

Form 10-K
    for the year ended December 31, 2007, and incorporated by
    reference herein.10
.29

Amendment and Restated Employee and Change-of-Control Agreement
    with S. Todd Eckels

Form 8-K
    filed October 16, 2008, and incorporated by reference
    herein.10
.30

Amendment to Executive Salary Continuation Agreement for John T.
    Fahey dated December 24,2008

Form 8-K
    filed December 31, 2008, and incorporated by reference
    herein.10
.31

Amendment to Executive Salary Continuation Agreement for E.
    Richard Hilleary dated December 24,2008

Form 8-K
    filed December 31, 2008, and incorporated by reference
    herein.10
.32

Amendment to Executive Salary Continuation Agreement for Henry
    M. Kayes, Jr. dated December 24,2008

Form 8-K
    filed December 31, 2008, and incorporated by reference
    herein.10
.33

Amendment to Executive Salary Continuation Agreement for Timothy
    P. Saab dated December 24,2008

Form 8-K
    filed December 31, 2008, and incorporated by reference
    herein.10
.34

Amendment to Executive Salary Continuation Agreement for Kevin
    D. Lemley dated December 24,2008

Form 8-K
    filed December 31, 2008, and incorporated by reference
    herein.10
.35

Amendment to Executive Salary Continuation Agreement for Karla
    J. Strosnider dated December 24,2008

Form 8-K
    filed December 31, 2008, and incorporated by reference
    herein.10
.36

Amendment to Executive Salary Continuation Agreement for Kevin
    D. Lemley dated December 24,2008

Form 8-K
    filed December 31, 2008, and incorporated by reference
    herein. 75




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##### Table of Contents



ExhibitNumber

Description

Exhibit Location10
.37

Amendment to Executive Salary Continuation Agreement for Timothy
    P. Saab dated December 24,2008

Form 8-K
    filed December 31, 2008, and incorporated by reference
    herein.10
.38

Amendment to Executive Salary Continuation Agreement for Douglas
    J. Leech, Jr. dated December 24,2008

Form 8-K
    filed December 31, 2008, and incorporated by reference
    herein.10
.39

Supplemental Executive Retirement Agreement for John T. Fahey
    dated December 24, 2008

Form 8-K
    filed December 31, 2008, and incorporated by reference
    herein.10
.40

Supplemental Executive Retirement Agreement for Kevin D. Lemley
    dated December 24, 2008

Form 8-K
    filed December 31, 2008, and incorporated by reference
    herein.10
.41

Supplemental Executive Retirement Agreement for Timothy P. Saab
    dated December 24, 2008

Form 8-K
    filed December 31, 2008, and incorporated by reference
    herein.10
.42

Supplemental Executive Retirement Agreement for Karla J.
    Strosnider dated December 24, 2008

Form 8-K
    filed December 31, 2008, and incorporated by reference
    herein.10
.43

Supplemental Executive Retirement Agreement for E. Richard
    Hilleary dated December 24, 2008

Form 8-K
    filed December 31, 2008, and incorporated by reference
    herein.10
.44

Supplemental Executive Retirement Agreement for Henry M. Kayes,
    Jr. dated December 24, 2008

Form 8-K
    filed December 31, 2008, and incorporated by reference
    herein.12


Statement Re: Computation of Ratios

Filed herewith.14


Code of Ethics

Form 10-K
    for the year ended December 31, 2004, and incorporated by
    reference herein.21


Subsidiaries of Registrant

Filed herewith.23


Consent of Independent Registered Public Accounting Firm

Filed herewith.31
.1

Certification of Principal Executive Officer Pursuant to Section
    302 of Sarbanes-Oxley Act of 2002

Filed herewith.31
.2

Certification of Principal Financial Officer Pursuant to Section
    302 of Sarbanes-Oxley Act of 2002

Filed herewith.32
.1

Certification of Principal Executive Officer Pursuant to Section
    906 of Sarbanes-Oxley Act of 2002

Filed herewith.32
.2

Certification of Principal Financial Officer Pursuant to Section
    906 of Sarbanes-Oxley Act of 2002

Filed herewith.99
.1

Proxy Statement for the 2008 Annual Meeting

To be filed.99
.2

Report of Ernst & Young LLP, Independent Registered Public
    Accounting Firm

Found on Page 49 herein.  76