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                                  EXHIBIT 10.1
                         CENTRA FINANCIAL HOLDINGS, INC.
                            1999 STOCK INCENTIVE PLAN

                                    ARTICLE I

                                     PURPOSE

                  The purposes of this Stock Incentive Plan (the "Plan") are to
enable Centra Financial Holdings, Inc. ("Company") to (i) provide opportunities
for certain persons, including officers, directors, consultants and other
independent advisors who provide services to Company and its Subsidiary and key
employees of the Company and its Subsidiary, as determined by the Committee, to
acquire a proprietary interest in the Company, (ii) increase incentives for the
Eligible Participants to contribute to the Company's performance and future
success and (iii) attract and retain individuals with exceptional business,
managerial and administrative talent upon whom, in large measure, the sustained
progress, growth and profitability of the Company depend.

                                   ARTICLE II

                                  PLAN OVERVIEW

                  The Plan provides for the grant of Incentive Stock Options and
Nonqualified Stock Options, as those terms are defined below, as contemplated by
Sections 422 and 421 of Internal Revenue Code of 1986, as amended, and the rules
and regulations promulgated thereunder (the "Code").

                                   ARTICLE III

                                   DEFINITIONS

                  For Plan purposes, except where the context clearly indicates
otherwise, the following terms shall have the following meanings:

                  3.01 "Adoption Date" shall have the meaning set forth in
Article XIII.

                  3.02 "Board" shall mean the Board of Directors of the Company.

                  3.03 "Committee" shall mean the Compensation Committee of the
Board, or such other Committee of the Board as the Board shall designate from
time to time, which other Committee shall consist of three or more directors
appointed by the Board from time to time, each of whom is a Disinterested
Person.
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                  3.04 "Common Stock" shall mean both the voting Common Stock of
the Company.

                  3.05 "Company" shall mean Centra Financial Holdings, Inc.

                  3.06 "Disinterested Person" shall mean an administrator of
this Plan who is not, at the time he exercises discretion in administering the
Plan, eligible, and has not at any time within one year prior thereto been
eligible, to be selected as an Eligible Participant of this Plan or any other
plan of the Company entitling such participant a right to acquire stock, stock
options or stock appreciation rights of the Company; provided, however, that
Committee members may be eligible for grants or awards under this or another
Plan of the Company which constitute "Formula Awards," as that term is defined
in Section 16b-3 of the Securities Exchange Act of 1934.

                  3.07 "Effective Date" shall have the meaning set forth in
Article XIII.

                  3.08 "Eligible Participants" shall mean Employees, members of
the Board of Directors, consultants and other independent advisors who provide
services to the Company, except that no Disinterested Person shall be an
Eligible Participant.

                  3.09 "Employee" shall mean an individual in the employ of the
Company and/or its Subsidiary, subject to the control and direction of the
employer entity as to both work to be performed and the manner and method of
performance.

                  3.10 "Exercise Price" shall have the meaning set forth in
Article VII.

                  3.11 "Fair Market Value" of the Common Stock shall mean the
value per share of the Company's Common Stock, determined without regard to any
restriction other than a restriction which, by its terms, will never lapse, as
determined through the good faith efforts of the Committee, consistent with
applicable requirements of the Code.

                  3.12 "Incentive Stock Option" or "ISO" shall mean a stock
option granted under this Plan which complies with all the terms and conditions
for an incentive stock option, as set forth in the Code.

                  3.13 "Nonqualified Stock Option" or "NQO" shall mean a stock
option granted under this Plan which does not comply with one or more
requirements for an incentive stock option, as set forth in the Code.

                  3.14 "Option" shall mean an Incentive Stock Option or a
Nonqualified Stock Option granted under this Plan.

                  3.15 "Option Shares" shall mean shares of the Company's Common
Stock received by an Optionee upon exercise of an Option.


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                  3.16 "Optionee" shall mean an Eligible Participant who has
been granted one or more Options.

                  3.17 "Reorganization" shall have the meaning set forth in
Article IX.

                  3.18 "Stock Adjustment" shall have the meaning set forth in
Article VIII.

                  3.19 "Stock Option Agreement" shall mean the written agreement
entered into by the Company and each Optionee evidencing the terms and
conditions of an Option.

                  3.20 "Subsidiary" shall mean a subsidiary corporation within
the meaning of 424(f) of the Code.

                  3.21 "Ten Percent Share Owner" shall mean an employee of the
Company who owns, whether outright or by attribution under Section 424(d) of the
Code, Common Stock possessing more than ten percent of the total combined voting
power of all classes of stock of the Company.

                                   ARTICLE IV

                                 ADMINISTRATION

                  4.01 The Committee. The Committee shall administer the Plan
and shall, subject to approval by the Board of Directors, have full power and
authority to, in addition to other powers set forth herein, construe and
interpret the Plan, establish any and all rules and regulations for the
operation of the Plan, establish any and all rules and regulations for the
operation of the Committee and the performance by the Committee of its purposes
and functions, and perform all other acts, including the delegation of
administrative responsibilities, that it deems reasonable and proper.

                  The Committee shall hold its meetings at such times and places
as it shall deem advisable. A majority of the members of the Committee shall
constitute a quorum of the Committee. All action of the Committee shall be taken
by a majority of its members. Any action of the Committee may be taken by a
written instrument signed by a majority of the Committee's members, and any
action so taken shall be as effective as if it had been taken by a vote of the
Committee.

                  4.02 Powers of the Committee. The Committee, subject to
approval by the Board of Directors, shall have full power and authority to,
among other things:

                           (a) determine those persons who are Eligible
Participants;

                           (b) determine any conditions precedent and other
applicable criteria in allocating and granting Options;



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                           (c) determine the number and type of each Option and
the number of shares of Common Stock covered by each Option and whether the
option is for voting or nonvoting common;

                           (d) determine the Exercise Price of each Option
(subject to the terms and conditions set forth in this Plan and in any Stock
Option Agreement);

                           (e) determine the grant date and exercise date of any
Option;

                           (f) impose any vesting restrictions or other
restrictions on exercise of an Option;

                           (g) accelerate the exercise or vesting date of an
Option;

                           (h) impose cancellation, transfer, forfeiture and
other repurchase restrictions and limitations on any Option and the Option
Shares; and

                           (i) determine any and all other terms, provisions
and/or conditions upon the grant or exercise of an Option or the sale, exchange,
gift, transfer, pledge or other disposition of Options and/or the Option Shares.

                  The terms and conditions of each Stock Option Agreement shall
be determined solely in the discretion of the Committee, subject to the terms
and conditions of this Plan. The terms and conditions of each Option and related
Stock Option Agreement may be different as among Optionees and/or as among
Options granted to the same Optionee, except as otherwise provided herein.

                  4.03 Corrective Measures. The Committee may correct any
defect, supply any omission or reconcile any inconsistency in the Plan, any
Option, or any Stock Option Agreement, in the manner and to the extent it shall
deem necessary, including amendments hereto or thereto approved by not less than
a majority of the Committee; provided, however, that any such Committee action
shall be effective only if (i) any stockholder consent required by applicable
provisions of the Code is obtained, and (ii) such action is otherwise consistent
with the applicable provisions of the Code.

                  4.04 Decisions Final. Any decision made or action taken by the
Committee or the Board arising out of or in connection with the interpretation
and administration of the Plan shall be final and conclusive and shall be
binding upon Optionees and their assigns.



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                                    ARTICLE V

                      NUMBER OF SHARES SUBJECT TO THE PLAN

                  The aggregate number of shares of Common Stock available for
grants of Options under this Plan shall be                shares, subject to
adjustment in accordance with Article VIII of the Plan, and the aggregate number
of shares of Common Stock for which Options may be granted under this Plan shall
not exceed such number. Such shares may be either authorized but unissued shares
or treasury shares. If an Option or portion thereof shall expire or terminate
for any reason without having been exercised, the unpurchased shares covered by
such Option shall be available for future grants of Options; provided, however,
that in no event shall the Committee have any obligation to make such shares
available for the granting of other Options under the Plan.

                                   ARTICLE VI

                                   ELIGIBILITY

                  Consistent with this Plan's purposes and the terms herein,
Options may be granted to Eligible Participants at times and based on criteria
the Committee, in its sole discretion, determines are appropriate.

                                   ARTICLE VI

                           OPTION TERMS AND CONDITIONS

                  All Options granted under this Plan shall be evidenced by a
Stock Option Agreement in substantially the form attached hereto, or such other
form as the Committee shall approve from time to time. The Stock Option
Agreement shall be subject to the provisions of the Plan and such other
provisions as the Committee may adopt, subject to the approval of the Board of
Directors, including the following provisions:

                  A. Exercise Price. The exercise price per share for each
Option granted under this Plan shall be set forth in the Stock Option Agreement;
provided, however, that if such Option is an ISO, the exercise price per share
shall not be less than the Fair Market Value of a share of Common Stock on the
date such ISO is granted (the "Exercise Price").

                  B. Term of Option. No Option shall be granted pursuant to the
Plan after the date ten (10) years after the earlier of the Adoption Date and
the Effective Date, as those terms are defined in Article XIII. Options which
are outstanding after such date will, however, remain in effect until such
Options are exercised or expire pursuant to their terms. An Option shall not be
exercisable after the expiration of ten years from the date such Option is
granted.



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                  C. Transfer of Options. Options granted under the Plan shall
be transferrable by will or by the laws of descent and distribution. In
addition, Nonqualified Stock Options granted under the Plan can be transferred
during the lifetime of the Optionee only if all of the following conditions are
satisfied: (1) the Committee has approved the proposed transfer in writing; (2)
the proposed transfer is to be made without consideration; (3) the proposed
transferee is a member or members of the Optionee's immediate family (i.e., a
child, or children, a grandchild or grandchildren, or the Optionee's spouse)
and/or to a trust established for the benefit of an immediate family member or
members, or a family limited partnership which includes the Optionee and/or
members of the Optionee's immediate family, or a trust established for the
benefit of the Optionee, and/or an immediate family member or members and a
charity exempt from taxation under Internal Revenue Code Section 501(c)(3); and
(4) after transfer, each Option transferred by the Optionee shall remain subject
to the provisions of the Plan under which it was granted.

                  D. Time of Exercise. Each Option granted under this Plan shall
be exercisable on the date or dates, and during the period, and for the number
of shares specified in the Stock Option Agreement. The Committee may establish
vesting provisions applicable to an Option such that the Option becomes fully
exercisable, for example, in a series of cumulating portions. The Committee may,
upon request, permit the accelerated exercise of any Option, the exercise of all
or a portion of which is subject to vesting provisions. Also, exercise of an
Option shall be accelerated upon the occurrence of an event of acceleration as
described in any applicable Stock Option Agreement or this Plan.

                  E. Exercise. An Option or portion thereof shall be exercised
by delivery of a written notice of exercise to the Secretary of the Company and
payment of the full Exercise Price. Until the certificates for Option Shares
represented by an exercised Option are issued to an Optionee, such Optionee
shall have none of the rights of a stockholder. No Option Shares shall be
delivered upon any exercise of an Option until the requirements of all
applicable laws, rules and regulations have, in the opinion of the Company's
counsel, been satisfied. Under normal circumstances, certificates for Option
Shares to be delivered upon exercise of an Option shall be delivered within
thirty (30) days following exercise of an Option.

                  F. Payment. The Exercise Price payable upon exercise of an
Option or portion thereof may be paid:

                           (i)    in United States dollars in cash or by check,
                                  bank draft or money order,

                           (ii)   by delivery of shares of Common Stock with an
                                  aggregate value equal to the Exercise Price,
                                  or

                           (iii)  by a combination of both (i) and (ii) above.


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                  If the Optionee delivers shares of Common Stock as payment
upon exercise of an Option, the Committee shall determine acceptable methods for
tendering such shares by the Optionee, and may impose such limitations and
prohibitions on the use of Common Stock for such purposes as it deems
appropriate.

                  G. Termination of Service. Subject to the terms set forth in
any employment or other binding agreement, in the event an Optionee's Current
Position, as defined below, with the Company shall terminate (i) "for cause," as
defined below, while holding one or more Options, that portion of each Option
which is not then currently exercisable shall expire coincident with the
termination of the Optionee's Current Position, or (ii) for a reason other than
"for cause," other than by reason of disability or death as discussed below, any
Options or portion thereof which are exercisable on the date of such termination
shall be exercisable until a date three (3) months after such date of
termination or shall expire coincident with such three (3) month period, except
to the extent the Committee shall determine otherwise by rules established and
administered in a consistent and nondiscriminatory manner in compliance with the
terms of this Plan and the Code. For purposes hereof, "Current Position" shall
mean the Optionee's position with the Company as an employee, officer or
independent contractor. For purposes hereof, "for cause" shall mean termination
of an Eligible Participant's Current Position with the Company because of such
Eligible Participant's (i) willful misfeasance, willful waste of corporate
assets, gross negligence or willful and continued failure to substantially
perform his reasonably assigned duties or (ii) willful engagement and dishonest
or illegal conduct that is demonstratably injurious to the Company.

                  Upon the termination of an Eligible Participant's Current
Position with the Company by reason of disability or death, the Option may be
exercised during the following periods, but only to the extent that the Option
was outstanding and exercisable on any such date of disability or death:

                           (i)    One (1) year after termination of Current
                                  Position due to disability within the meaning
                                  of Section 22(e)(3) of the Code; or

                           (ii)   Six (6) months after termination of Current
                                  Position due to the Optionee's death.

                  For the purposes of this Plan, it shall not be considered a
termination of Current Position when an Optionee is placed by the Company on
military or sick leave or such other type of leave of absence that is deemed by
the Committee to continue intact the employment relationship.

                  Notwithstanding anything in this Section VII.G. to the
contrary, the Committee, in its discretion, but subject to the approval of the
Board of Directors, may waive any restrictions, including applicable exercise
periods.



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                  H. Special Rules for Incentive Stock Options.

                           (a) Employment Status. An ISO may only be granted to
Employees and must be granted for a reason connected with employment, as defined
in the Code, by the Company and shall not be exercisable unless the Optionee
was, at all times during the period beginning on the date of the grant of the
Option and ending on the date three (3) months (one year if the Optionee is
disabled, within the meaning of Section 22(e)(3) of the Code) before the
exercise of the Option, an employee of the Company or a Subsidiary, except that
such employment requirement does not apply in the event of an Optionee's death
as provided in Section 421(c)(1) of the Code.

                           (b) Ten Percent Stockholder. No ISO shall be granted
under this Plan to a Ten Percent Share Owner unless (a) such ISO is granted at
an exercise price not less than 110% of Fair Market Value of the Common Stock on
the date of grant, and (b) such ISO expires on a date not later than five years
from the date of grant.

                           (c) Aggregate Value of Options. The aggregate Fair
Market Value (determined at the time the ISO is granted) of ISOs granted by the
Company (under this and all other Plans) to an Optionee which are exercisable
for the first time by such Optionee in any single calendar year shall not exceed
$100,000.

                           (d) Notification of Disqualifying Dispositions. Any
Optionee who disposes of Option Shares acquired pursuant to the exercise of an
ISO during the period within two years from the date such Option is granted or
within one year after the transfer of the Option Shares to such Optionee
pursuant to the ISO's exercise (the "ISO Nontransfer Periods") shall notify the
Company of such disposition and of the amount realized upon such disposition.

                                  ARTICLE VIII

                                   ADJUSTMENTS

                  In the event of a stock dividend, stock split or other
subdivision, consolidation, reorganization or similar change in the outstanding
shares of Common Stock or capital structure of the Company (collectively, a
"Stock Adjustment"), the following shall occur under the Plan: (i) the number of
shares of Common Stock reserved or otherwise available under Article V for
Options, and subject to outstanding Options, shall be adjusted proportionately
(and automatically reduced by any fraction resulting from such adjustment); and
(ii) the Exercise Price per share of outstanding Options shall be adjusted so
that the aggregate Exercise Price payable pursuant to each outstanding Option
after the Stock Adjustment shall equal the aggregate amount so payable prior to
the Stock Adjustment. In the event of any dispute concerning such adjustment,
the decision of the Committee shall be conclusive. If a Stock Adjustment is
made, the Committee shall notify all Optionees of such adjustment within thirty
(30) days of



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making such an adjustment, which notification shall state the adjusted number
of shares of Common Stock for which a particular Option is exercisable.

                                   ARTICLE IX

               CORPORATE REORGANIZATION OR INITIAL PUBLIC OFFERING

                  9.01 Merger, Consolidation or Change of Control. In the
connection with any merger, consolidation, change in control or similar
reorganization, excluding an initial public offering ("Reorganization"), the
Committee may in its discretion:

                           (i)     Negotiate a binding agreement whereby any
                                   acquiring or successor corporation will
                                   assume each Option then outstanding or
                                   substitute an equivalent option meeting the
                                   requirements of Section 424(a) of the Code
                                   for each Option outstanding.

                           (ii)    Accelerate any applicable vesting provisions;
                                   or

                           (iii)   Authorize cash payments to Optionees equal to
                                   the difference between the aggregate Exercise
                                   Price of each Option then outstanding
                                   irrespective of the Option's current
                                   exercisability, and (i) in the event the
                                   Common Stock is not publicly traded, the Fair
                                   Market Value of the shares covered by such
                                   Option or, (ii) the average of the daily
                                   Closing Prices, as defined below, per share
                                   of Common Stock for the ten (10) consecutive
                                   trading days commencing fifteen (15) trading
                                   days before such date. For purposes hereof,
                                   "Closing Price" shall mean, with respect to
                                   each share of Common Stock for any day, (a)
                                   the last reported sale price or, in case no
                                   such sale takes place on such day, the
                                   average of the closing bid and asking price,
                                   in either case as reported on the principal
                                   national securities exchange on which the
                                   Common Stock is listed or admitted for
                                   trading or (b) if the Common Stock is not
                                   listed or admitted for trading on any
                                   national securities exchange, the last
                                   reported sale price, or in the case no such
                                   sale takes place on such day, the average of
                                   the highest reported bid and the lowest
                                   reported asked quotation for the Common
                                   Stock, in either case as reported on the
                                   Automatic Quotation System of NASDAQ or a
                                   similar service if NASDAQ in no longer
                                   reporting such information. Any cash payment
                                   which the Company may be required to make
                                   pursuant to such Committee authorization
                                   shall be made within sixty days following
                                   such authorization and fully discharge any
                                   and all obligation the Company may have in
                                   connection with the Options.



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Notwithstanding the forgoing, the Committee shall have no obligation to take any
action in connection with a Reorganization.

                                    ARTICLE X

                         SECURITIES AND OTHER REGULATION

                  10.01 Applicable Law. The obligation of the Company to issue
Common Stock upon the exercise of Options shall be subject to all applicable
laws, regulations, rules and orders which shall then be in effect and required
by governmental entities and the stock exchanges on which the Common Stock may
then be traded.

                  10.02 Disclosure and Certificate Legend. Any person exercising
an Option shall make such representations and furnish such information as may,
in the opinion of counsel for the Company, be appropriate to permit the Company
to issue the Option Shares in compliance with the provisions of the Securities
Act of 1933 and any applicable state securities laws or any comparable laws. If
appropriate under applicable law, the Company may legend the stock certificates
evidencing the shares in a manner that is the same or similar to that which
follows: "The securities evidenced by this certificate have been issued to the
registered owner in reliance upon written representations that these shares have
been purchased for investment. These shares may not be sold, transferred, or
assigned unless, in the opinion of the Company and its legal counsel, such sale,
transfer, or assignment will not be in violation of the Securities Act of 1933,
as amended, applicable rules and regulations of the Securities and Exchange
Commission, and any applicable state securities laws."

                  Nothing contained herein shall be deemed to require the
Company to file any registration statement under the Securities Act of 1933 or
other applicable securities laws with respect to any Options or Option Shares.

                                   ARTICLE XI

                        AMENDMENT AND TERMINATION OF PLAN

                  11.01 Amendment or Termination. The Board, without further
approval of the stockholders of the Company, may at any time and from time to
time suspend or terminate the Plan in whole or in part or amend the Plan in such
respects as the Board may deem appropriate and in the best interests of the
Company; provided, however, that no such amendment shall be made more than once
every six months, other than to comport with changes in the Code, or without
approval of a majority of the stockholders entitled to vote thereon which would:

                           (a) change the class of persons from which Eligible
Participants are selected;



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                           (b) increase the total number of shares of Common
Stock which may be issued pursuant to Options, except as provided in Article
VIII;

                           (c) reduce the Exercise Price;

                           (d) extend the period for granting Options; or

                           (e) otherwise materially increase the benefits
accruing to Optionees.

                  11.02 No Impairment. No amendment, suspension or termination
of the Plan shall, without the Optionee's written consent, alter or impair any
of the rights or obligations under any Option theretofore granted to such
Optionee under this Plan.

                  11.03 Conforming Amendments. The Board may amend the Plan,
subject to the limitations cited above, in such manner as it deems necessary to
permit the granting of Options meeting the requirements of future amendments, if
any, to the Code.


                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

                  12.01 Right to Continued Employment. No person shall have any
claim or right to be granted an Option, and the grant of Options shall not be
construed as giving an Optionee the right to be retained in the employ of, or
retain any other relationship with, the Company. Further, the Company expressly
reserves the right at any time to dismiss an Optionee with or without cause,
free from any liability or claim under the Plan, except as provided herein or in
another binding agreement.

                  12.02 Rights as Stockholders. No Optionee or his heirs,
successors or assigns shall have any rights with respect to any shares of Common
Stock subject to an Option until the date of the issuance of stock certificates
for such Option Shares. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or other rights
distributed with respect to the Common Stock for which the record date is prior
to the date such stock certificate is issued, except as provided in Article
VIII.

                  12.03 Non-Transferability. Except by will or the laws of
descent and distribution or pursuant to a qualified domestic relations order as
defined by the Code, no right or interest in any Option granted under the Plan
shall be assignable or transferable, and no right or interest of any Optionee
shall be subject to attachment or garnishment proceedings.



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                  12.04 Withholding Taxes. To cover applicable withholding for
income and employment taxes in the event of the exercise of an NQO or upon a
disqualifying disposition during the ISO Nontransfer Periods, or at such times
as it may be necessary, the Company shall withhold shares of Common Stock
otherwise to be received by the Optionee equal in value to the federal and state
withholding taxes due upon said exercise. The withholding by the Company for
such tax liability shall be mandatory; provided, however, the payment of such
liability by the Company on behalf of the Optionee does not cause the Company to
be in violation of any loan covenant or other agreement or law to which it may
be subject. In such event, the Optionee must satisfy such liability in cash upon
the request of the Company and comply with all applicable securities laws.

                  12.05 Plan Expenses. Any expenses of administering the Plan
shall be borne by the Company.

                  12.06 Use of Exercise Proceeds. The Payment received from
Optionees from the exercise of Options shall be used for the general corporate
purposes of the Company.

                  12.07 No Liability of Committee Members and Indemnification
Thereof. No member of the Committee shall be personally liable by reason of any
contract or other instrument executed by him or on his behalf in his capacity as
a member of the Committee, nor for any mistake of judgment made in good faith,
and the Company shall indemnify and hold harmless each member of the Committee
and each other officer, employee or director of the Company to whom any duty or
power relating to the administration or interpretation of the Plan may be
allocated or delegated, against any cost and expense, including legal fees and
costs, or liability, including any sum paid in settlement of a claim with the
approval of the Board, arising out of any act or omission to act in connection
with the Plan unless arising out of such person's own fraud or bad faith,
provided that within fifteen business days after the institution of any such
action, suit or proceeding by service of process on the Committee member, such
member shall give the Company written notice thereof and an opportunity, at the
Company's expense, to undertake to defend the same before such Committee member
undertakes such defense on his own behalf, and provided that the Committee
member cooperates with the Company in such defense and takes no actions
(including inaction) which would materially prejudice the Company. The foregoing
right to indemnification shall be in addition to such other rights as the
Committee member or other person may enjoy as a matter of law or by reason of
insurance coverage of any kind. Rights granted hereunder shall be in addition to
and not in lieu of any rights to indemnification to which the Committee member
or other person may be entitled pursuant to the bylaws of the Company or its
subsidiaries.

                  12.08 Severability. In the event any provision of the Plan
shall be held to be illegal, invalid or unenforceable for any reason, the
illegality, invalidity or unenforceability of such provision shall not affect
the remaining provisions of the Plan,



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but shall be fully severable and the Plan shall be construed and enforced as if
the illegal, invalid or unenforceable provision had never been included herein.

                                  ARTICLE XIII

         BOARD OF DIRECTOR ADOPTION AND STOCKHOLDER APPROVAL OF THE PLAN

                  This Plan was adopted by the Board on April 27, 2000, (the
"Adoption Date") and shall be approved by the Company's stockholders at the
first stockholders' meeting following such date which shall be within twelve
(12) months of the Adoption Date. The plan shall be effective on the date the
Plan is approved by the Company's stockholders (the "Effective Date").
Stockholder approval shall comply with all applicable provisions of the
Company's charter, bylaws, and applicable state law prescribing the method and
degree of stockholder approval required for the issuance of corporate stock or
options. In the event stockholder approval is not obtained within the requisite
period, any Options granted under this Plan between the Adoption Date and the
date twelve (12) months thereafter shall be void.

                                          CENTRA FINANCIAL HOLDINGS, INC.

                                          By   /s/ Douglas J. Leech
                                             --------------------------------
                                          Its President and Chief Executive
                                              Officer


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                                                                           ISO


                                             Optionee:
                                                       -----------------------

                             STOCK OPTION AGREEMENT
                 PURSUANT TO THE CENTRA FINANCIAL HOLDINGS, INC.
                            1999 STOCK INCENTIVE PLAN

                  The Compensation Committee of Centra Financial Holdings (the
"Company") has determined that you (the "Optionee") are eligible and deserving
of an award under the Centra Financial Holdings 1999 Stock Incentive Plan (the
"Plan"). This Agreement is subject to the terms of the Plan in all respects, and
specific reference shall be made to the Plan in determining the Optionee's
rights and obligations hereunder. If any provisions of this Agreement and the
Plan conflict, the provisions of the Plan shall control. Capitalized terms,
which are used herein and not otherwise defined, shall have the meanings set
forth in the Plan.

                  This Agreement is made by and between the Company and the
Optionee as follows:

                  1. Grant of Option. The Optionee is hereby granted, as of the
Grant Date set forth on Exhibit A attached hereto (the "Grant Date"), an Option
to purchase the number and type of shares of Common Stock set forth on Exhibit A
hereto (the "Option Shares"). Such Option is intended to qualify as an Incentive
Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"). The Compensation Committee may, from time to time, grant the
Optionee one or more additional Options, each of which will be governed by a
separate Stock Option Agreement.

                  2. Exercise Price. The exercise price pursuant to this Option
will be the amount per share set forth on Exhibit A hereto (the "Exercise
Price") which is not less than the Fair Market Value of the Common Stock on the
date of grant. The number of Option Shares and Exercise Price per Option Share
under this Option are subject to adjustment as provided in the Plan.

                  3. Term. This Option shall have the term, subject to earlier
termination as provided in the Plan, set forth on Exhibit A hereto.

                  4. Exercise of Option. Subject to the provisions of this Stock
Option agreement and the Plan, this Option shall vest and become exercisable
according to the schedule set forth on Exhibit A hereto with such Options vested
according to such schedule and not on a pro rata basis, or upon the death of the
Optionee. To the extent exercisable, this Option may be exercised in whole or in
part and from time to time until fully exercised or until the Option expiration
date set forth on Exhibit A hereto or until this Option terminates under the
Plan and this Stock Option Agreement. In no event, however, shall this Option be
exercisable in whole or in part after the expiration of ten years from the Grant
Date.




<PAGE>   15


                  This Option shall be transferable by will or by the laws of
descent and distribution. In addition, this Option can be transferred during the
lifetime of the Optionee only if all of the following conditions are satisfied:
(1) the Committee has approved the proposed transfer in writing; (2) the
proposed transfer is to be made without consideration; (3) the proposed
transferee is a member or members of the Optionee's immediate family (i.e., a
child, or children, a grandchild or grandchildren, or the Optionee's spouse)
and/or to a trust established for the benefit of an immediate family member or
members, or a family limited partnership which includes the Optionee and/or
members of the Optionee's immediate family, or a trust established for the
benefit of the Optionee, and/or an immediate family member or members and a
charity exempt from taxation under Internal Revenue Code ss. 501(c)(3); and (4)
after transfer, each Option transferred by the Optionee shall remain subject to
the provisions of the Plan under which it was granted.

                  Exercise of this Option shall not be effective until the
Committee has received written notice of exercise, specifying the number of
whole Option Shares to be purchased. Such notice shall be accompanied by full
payment of the aggregate Exercise Price for the number of Option Shares so
purchased in cash, by cashier's check, certified check, bank draft or money
order or, through the delivery of shares of the Company's Common Stock.
Thereafter, a certificate or certificates representing the Option Shares so
purchased shall, within a reasonable time, be issued in the Optionee's (or other
proper purchasing party's) name and delivered to the Optionee (or other
purchaser), subject to the terms of the Plan regarding compliance with
applicable securities laws. Upon a partial exercise of this Option, this
Agreement shall be automatically amended to reduce the number of Option Shares
covered by this Option by the number of Option Shares so purchased without the
necessity of the execution of a new agreement or a formal written amendment of
this Agreement.

                  5. Certain Taxes. The Optionee authorizes the Company to
withhold, in accordance with applicable law, from any Option Shares to be issued
to an Optionee upon exercise by the Optionee of all or a portion of this Option,
a number of Option Shares based on their Fair Market Value equal to the amount
of any taxes required to be withheld by any federal, state or local law or
regulation as a result of the exercise of this Option. In this regard, the
Optionee acknowledges and agrees that this withholding is mandatory and the
determination by the Committee of the Fair Market Value of any Option Shares on
the date of exercise of this Option shall be final and conclusive in all
respects.

                  6. Transfer of Option Shares. The Optionee agrees that the
Option Shares acquired upon exercise of this Option shall be acquired for his or
her own account for investment purposes only and not with a view to any
distribution or public offering thereof within the meaning of the Securities Act
of 1933 (the "Act") or other applicable securities laws. If the Board so
determines, any stock certificates issued upon exercise of this Option shall
bear a legend to the effect that the Option Shares have been so acquired. The
Company shall not be required to bear any expenses of compliance with the Act,
other applicable securities laws or the rules and regulations of any national
securities exchange or other regulatory authority in connection with the
registration, qualification or transfer, as the case may be, of this Option or
any Option Shares acquired upon the



                                       -2-
<PAGE>   16

exercise thereof. The foregoing restrictions on the transfer of the Option
Shares shall not apply if (a) the Company shall have been furnished with an
opinion of counsel satisfactory in form and substance to the Company to the
effect that such transfer will be in compliance with the Act and other
applicable securities laws, or (b) the Option Shares shall have been duly
registered in compliance with the Act and other applicable securities laws.

                  The Optionee agrees that, upon any sale of Option Shares
acquired pursuant to exercise of that portion of this Option constituting an
Incentive Stock Option within two years from the date of grant of this Option or
within one year after transfer of such Option Shares to the Optionee's
ownership, then the Optionee shall immediately notify the Company in writing of
such disposition and the amount realized by the Optionee upon such disposition.

                  7. Transfer and Repurchase Restrictions. All Option Shares
received upon exercise of an Option shall be subject to the following
restrictions:

                           (a) Transfer Restrictions. All Option Shares received
upon exercise of an Option shall be subject to the Share Transfer Restrictions
set forth on Exhibit A hereto.

                           (b) Legends. The Company may legend the stock
certificates evidencing Option Shares acquired pursuant to the Plan in such
manner it deems appropriate to carry out the intent and purposes of the Plan.

                  8. Acceptance of Stock Option Agreement and the Plan. The
Optionee hereby approves and accepts the terms, conditions, and provisions of
this Stock Option Agreement and the Plan and agrees to be bound hereby and
thereby, and further agrees that his or her executors, administrators, heirs,
successors, and assigns shall be bound hereby and thereby. Without limitation of
the foregoing, the Optionee hereby agrees, individually and for his or her
executors, administrators, heirs, successors, and assigns, that all decisions or
interpretations of the Committee or its duly authorized representatives with
regard to any and all aspects of the Plan and the administration thereof shall
be binding, conclusive, and final.

                  9. Address for Notices. The parties hereto designate as the
respective addresses for the receipt of any notice under this Stock Option
Agreement or the Plan the addresses set forth below their signatures on this
Stock Option Agreement.

                  10. Conformity with the Plan. This Stock Option is intended to
conform in all respects with, and is subject to all applicable provisions of,
the Plan, which is incorporated herein by reference. Inconsistencies between
this Agreement and the Plan shall be resolved in accordance with the terms of
the Plan. By executing and returning the enclosed copy of this Stock Option
Agreement, you acknowledge your receipt of the


                                       -3-
<PAGE>   17


Plan and agree to be bound by all of the terms of the Plan. All definitions
stated in the Plan shall apply to this Agreement.

                  11. Use of Services; Successors. Nothing herein confers any
right or obligation on the Optionee to continue rendering services to the
Company or shall affect in any way the Optionee's right or the right of the
Company, as the case may be, to terminate the Optionee's services at any time.

                  12. Entire Agreement. This Agreement constitutes the entire
understanding between the Optionee and the Company, and supersedes all other
agreements, whether written or oral, with respect to the acquisition by the
Optionee of his/her Option and/or Option Shares.

Executed as of the      day of          , 20  .
                   ----        ---------    --

CENTRA FINANCIAL HOLDINGS, INC.                                OPTIONEE
COMPENSATION COMMITTEE


By:                                                  By:
    -----------------------------                        -----------------------

Title:
      ---------------------------


                                       -4-
<PAGE>   18


                                                                            ISO



                                    EXHIBIT A

                             STOCK OPTION AGREEMENT


Name of Optionee:
                                  ---------------------------------------

Status with the Company           Employee
(the "Current Position"):

Option Grant Date:
                                  ---------------------------------------

Type of Option Granted:           Incentive Stock Options

Number of Shares Covered
by the Option ("Total Option                     Voting Common
                                  --------------
Shares"):

Option Exercise Price Per Share:  The greater of  $_________  or the fair
                                  market value of the underlying  stock on the
                                  Grant Date

Option Term:                      Ten years from the Grant Date

Vesting Schedule:                 This Option shall be exercisable as follows:

                                  The Option to purchase twenty percent (20%) of
                                  the Total Option Shares shall be exercisable
                                  for the first time beginning on the date six
                                  (6) months after the Grant Date (the "First
                                  Vesting Date") and the Option to purchase the
                                  remaining eighty percent (80%) of the Total
                                  Option Shares shall be exercisable in four (4)
                                  equal annual installments beginning one, two,
                                  three and four years, respectively, after the
                                  First Vesting Date. Options shall vest
                                  according to this schedule only and not on a
                                  pro rata basis. This Option shall vest
                                  entirely upon Optionee's death.

Termination:                      If Optionee's Current Position with the
                                  Company terminates "for cause," as defined in
                                  the Plan, the Optionee will forfeit all
                                  unexercised Options held on the date of
                                  termination. If termination of the Optionee's
                                  Current Position is for a reason other than
                                  for cause, other than death or disability, the
                                  Optionee shall have three (3) months from the
                                  date of



<PAGE>   19

                                  such termination to exercise all vested and
                                  unexercised Options existing as of the date of
                                  termination. If the Optionee's Current
                                  Position is terminated by reason of death or
                                  disability, the Optionee shall have six (6)
                                  months and one (1) year, respectively, from
                                  the date of such termination to exercise all
                                  vested and unexercised Options existing as of
                                  the date of termination. The Committee shall
                                  have discretion to modify these terms.

Share Transfer Restrictions:      Optionees may be subject to the share
                                  transfer restrictions of the Securities Act
                                  of 1933 or other requirements of applicable
                                  securities laws. Optionee is urged to consult
                                  his own advisor with respect to the
                                  securities law consequences related to
                                  transferring his Shares.


CENTRA FINANCIAL HOLDINGS, INC.                      OPTIONEE
COMPENSATION COMMITTEE

By:                                     By:
    -----------------------------           ----------------------------
Title:

                                       2

<PAGE>   20


                                                                            NQO


                                     Optionee:
                                               --------------------------------

                             STOCK OPTION AGREEMENT
                 PURSUANT TO THE CENTRA FINANCIAL HOLDINGS, INC.
                            1999 STOCK INCENTIVE PLAN

                  The Compensation Committee of Centra Financial Holdings, Inc.
(the "Company") has determined that you (the "Optionee") are eligible and
deserving of an award under the Centra Financial Holdings, Inc. 1999 Stock
Incentive Plan (the "Plan"). This Agreement is subject to the terms of the Plan
in all respects, and specific reference shall be made to the Plan in determining
the Optionee's rights and obligations hereunder. If any provisions of this
Agreement and the Plan conflict, the provisions of the Plan shall control.
Capitalized terms, which are used herein and not otherwise defined, shall have
the meanings set forth in the Plan.

                  This Agreement is made by and between the Company and the
Optionee as follows:

                  1. Grant of Option. The Optionee is hereby granted, as of the
Grant Date set forth on Exhibit A attached hereto (the "Grant Date"), an Option
to purchase the number and type of shares of Common Stock set forth on Exhibit A
hereto (the "Option Shares"). Such Option is intended to be a nonqualified stock
option. The Compensation Committee may, from time to time, grant the Optionee
one or more additional Options, each of which will be governed by a separate
Stock Option Agreement.

                  2. Exercise Price. The exercise price pursuant to this Option
will be the amount per share set forth on Exhibit A hereto (the "Exercise
Price"). The number of Option Shares and Exercise Price per Option Share under
this Option are subject to adjustment as provided in the Plan.

                  3. Term. This Option shall have the term, subject to earlier
termination as provided in the Plan, set forth on Exhibit A hereto.

                  4. Exercise of Option. Subject to the provisions of this Stock
Option agreement and the Plan, this Option shall vest and become exercisable
according to the schedule set forth on Exhibit A hereto with such Options vested
according to such schedule and not on a pro rata basis, or upon the death of the
Optionee. To the extent exercisable, this Option may be exercised in whole or in
part and from time to time until fully exercised or until the Option expiration
date set forth on Exhibit A hereto or until this Option terminates under the
Plan and this Stock Option Agreement. In no event, however, shall this Option be
exercisable in whole or in part after the expiration of ten years from the Grant
Date.


<PAGE>   21


                  This Option shall be transferable by will or by the laws of
descent and distribution. In addition, this Option can be transferred during the
lifetime of the Optionee only if all of the following conditions are satisfied:
(1) the Committee has approved the proposed transfer in writing; (2) the
proposed transfer is to be made without consideration; (3) the proposed
transferee is a member or members of the Optionee's immediate family (i.e., a
child, or children, a grandchild or grandchildren, or the Optionee's spouse)
and/or to a trust established for the benefit of an immediate family member or
members, or a family limited partnership which includes the Optionee and/or
members of the Optionee's immediate family, or a trust established for the
benefit of the Optionee, and/or an immediate family member or members and a
charity exempt from taxation under Internal Revenue Code ss. 501(c)(3); and (4)
after transfer, each Option transferred by the Optionee shall remain subject to
the provisions of the Plan under which it was granted.

                  Exercise of this Option shall not be effective until the
Committee has received written notice of exercise, specifying the number of
whole Option Shares to be purchased. Such notice shall be accompanied by full
payment of the aggregate Exercise Price for the number of Option Shares so
purchased in cash, by cashier's check, certified check, bank draft or money
order or, through the delivery of shares of the Company's Common Stock.
Thereafter, a certificate or certificates representing the Option Shares so
purchased shall, within a reasonable time, be issued in the Optionee's (or other
proper purchasing party's) name and delivered to the Optionee (or other
purchaser), subject to the terms of the Plan regarding compliance with
applicable securities laws. Upon a partial exercise of this Option, this
Agreement shall be automatically amended to reduce the number of Option Shares
covered by this Option by the number of Option Shares so purchased without the
necessity of the execution of a new agreement or a formal written amendment of
this Agreement.

                  5. Certain Taxes. The Optionee authorizes the Company to
withhold, in accordance with applicable law, from any Option Shares to be issued
to an Optionee upon exercise by the Optionee of all or a portion of this Option,
a number of Option Shares based on their Fair Market Value equal to the amount
of any taxes required to be withheld by any federal, state or local law or
regulation as a result of the exercise of this Option. In this regard, the
Optionee acknowledges and agrees that this withholding is mandatory and the
determination by the Committee of the Fair Market Value of any Option Shares on
the date of exercise of this Option shall be final and conclusive in all
respects.

                  6. Transfer of Option Shares. The Optionee agrees that the
Option Shares acquired upon exercise of this Option shall be acquired for his or
her own account for investment purposes only and not with a view to any
distribution or public offering thereof within the meaning of the Securities Act
of 1933 (the "Act") or other applicable securities laws. If the Board so
determines, any stock certificates issued upon exercise of this Option shall
bear a legend to the effect that the Option Shares have been so acquired. The
Company shall not be required to bear any expenses of compliance with the Act,
other applicable securities laws or the rules and regulations of any national
securities



                                        2
<PAGE>   22

exchange or other regulatory authority in connection with the registration,
qualification or transfer, as the case may be, of this Option or any Option
Shares acquired upon the exercise thereof. The foregoing restrictions on the
transfer of the Option Shares shall not apply if (a) the Company shall have been
furnished with an opinion of counsel satisfactory in form and substance to the
Company to the effect that such transfer will be in compliance with the Act and
other applicable securities laws, or (b) the Option Shares shall have been duly
registered in compliance with the Act and other applicable securities laws.

                  7. Transfer and Repurchase Restrictions. All Option Shares
received upon exercise of an Option shall be subject to the following
restrictions:

                           (a) Transfer Restrictions. All Option Shares received
upon exercise of an Option shall be subject to the Share Transfer Restrictions
set forth on Exhibit A hereto.

                           (b) Legends. The Company may legend the stock
certificates evidencing Option Shares acquired pursuant to the Plan in such
manner it deems appropriate to carry out the intent and purposes of the Plan.

                  8. Acceptance of Stock Option Agreement and the Plan. The
Optionee hereby approves and accepts the terms, conditions, and provisions of
this Stock Option Agreement and the Plan and agrees to be bound hereby and
thereby, and further agrees that his or her executors, administrators, heirs,
successors, and assigns shall be bound hereby and thereby. Without limitation of
the foregoing, the Optionee hereby agrees, individually and for his or her
executors, administrators, heirs, successors, and assigns, that all decisions or
interpretations of the Committee or its duly authorized representatives with
regard to any and all aspects of the Plan and the administration thereof shall
be binding, conclusive, and final.

                  9. Address for Notices. The parties hereto designate as the
respective addresses for the receipt of any notice under this Stock Option
Agreement or the Plan the addresses set forth below their signatures on this
Stock Option Agreement.

                  10. Conformity with the Plan. This Stock Option is intended to
conform in all respects with, and is subject to all applicable provisions of,
the Plan, which is incorporated herein by reference. Inconsistencies between
this Agreement and the Plan shall be resolved in accordance with the terms of
the Plan. By executing and returning the enclosed copy of this Stock Option
Agreement, you acknowledge your receipt of the Plan and agree to be bound by all
of the terms of the Plan. All definitions stated in the Plan shall apply to this
Agreement.

                  11. Use of Services; Successors. Nothing herein confers any
right or obligation on the Optionee to continue rendering services to the
Company or shall affect in any way the Optionee's right or the right of the
Company, as the case may be, to terminate the Optionee's services at any time.


                                        3
<PAGE>   23

                  12. Entire Agreement. This Agreement constitutes the entire
understanding between the Optionee and the Company, and supersedes all other
agreements, whether written or oral, with respect to the acquisition by the
Optionee of his/her Option and/or Option Shares.



Executed as of the          day of                 , 20   .
                   --------        ----------------    ---

CENTRA FINANCIAL HOLDINGS, INC.             OPTIONEE
COMPENSATION COMMITTEE

By:                                         By:
    ----------------------------                -------------------------
Title:



<PAGE>   24


                                                                        NQO



                                   EXHIBIT A

                             STOCK OPTION AGREEMENT


Name of Optionee:
                                    ---------------------------------------

Status with the Company             Employee
                                             ---------
(the "Current Position"):           Other
                                             ---------

Option Grant Date:
                                    ---------------------------------------

Type of Option Granted:             Nonqualified Option

Number of Shares Covered
by the Option ("Total Option                Voting Common
Shares"):                           -------

Option Exercise Price Per Share:    $
                                     --------------

Option Term:                        Ten years from the Grant Date

Vesting Schedule:                   This Option shall be exercisable as follows:

                                    The Option to purchase twenty percent (20%)
                                    of the Total Option Shares shall be
                                    exercisable for the first time beginning on
                                    the date six (6) months after the Grant Date
                                    (the "First Vesting Date") and the Option to
                                    purchase the remaining eighty percent (80%)
                                    of the Total Option Shares shall be
                                    exercisable in four (4) equal annual
                                    installments beginning one, two, three and
                                    four years, respectively, after the First
                                    Vesting Date. Options shall vest according
                                    to this schedule only and not on a pro rata
                                    basis. This Option shall vest entirely upon
                                    Optionee's death.



<PAGE>   25



Termination:                        If Optionee's Current Position with the
                                    Company terminates "for cause," as defined
                                    in the Plan, the Optionee will forfeit all
                                    unexercised Options held on the date of
                                    termination. If termination of the
                                    Optionee's Current Position is for a reason
                                    other than for cause, other than death or
                                    disability, the Optionee shall have three
                                    (3) months from the date of such termination
                                    to exercise all vested and unexercised
                                    Options existing as of the date of
                                    termination. If the Optionee's Current
                                    Position is terminated by reason of death or
                                    disability, the Optionee shall have six (6)
                                    months and one (1) year, respectively, from
                                    the date of such termination to exercise all
                                    vested and unexercised Options existing as
                                    of the date of termination. The Committee
                                    shall have discretion to modify these terms.

Share Transfer Restrictions:        Optionees may be subject to the share
                                    transfer restrictions of the Securities Act
                                    of 1933 or other requirements of applicable
                                    securities laws. Optionee is urged to
                                    consult his own advisor with respect to the
                                    securities law consequences related to
                                    transferring his Shares.


CENTRA FINANCIAL HOLDINGS, INC.                         OPTIONEE
COMPENSATION COMMITTEE

By:
    ----------------------------                -------------------------

Title:
       -------------------------                -------------------------