**Exhibit 10.24****EXECUTIVE SALARY CONTINUATION AGREEMENT**     **THIS AGREEMENT**, made and entered into this 6th day of September, 2005, by and betweenCentra Bank, Inc., a bank organized and existing under the laws of the State of West Virginia(hereinafter referred to as the “Bank”), and Henry M. Kayes, Jr. an Executive of the Bank(hereinafter referred to as the “Executive”).     **WHEREAS**, the Executive has been and continues to be a valued Executive of the Bank, and is nowserving the Bank;     **WHEREAS**, it is the consensus of the Board of Directors (hereinafter referred to as the“Board”) that the Executive’s employment with the Bank in the past has been of exceptional meritand has constituted an invaluable contribution to the general welfare of the Bank in bringing theBank to its present status of operating efficiency and present position in its field of activity;     **WHEREAS**, the Executive’s experience, knowledge of the affairs of the Bank, reputation, andcontacts in the industry are so valuable that assurance of the Executive’s continued employment isessential for the future growth and profits of the Bank and it is in the best interests of the Bankto arrange terms of continued employment for the Executive so as to reasonably assure the Executiveremains in the Bank’s employ during the Executive’s lifetime or until the age of retirement;     **WHEREAS**, it is the desire of the Bank that the Executive’s employment be retained as hereinprovided;     **WHEREAS**, the Executive is willing to continue in the employ of the Bank provided the Bankagrees to pay the Executive or the Executive’s beneficiary(ies), certain benefits in accordancewith the terms and conditions hereinafter set forth;     **ACCORDINGLY**, it is the desire of the Bank and the Executive to enter into this Agreement underwhich the Bank will agree to make certain payments to the Executive at retirement or theExecutive’s beneficiary(ies) in the event of the Executive’s death pursuant to this Agreement;     **FURTHERMORE**, it is the intent of the parties hereto that this Executive Plan be considered anunfunded arrangement maintained primarily to provide supplemental retirement benefits for theExecutive, and be considered a non-qualified benefit plan for purposes of the Employee RetirementIncome Security Act of 1974, as amended (“ERISA”). The Executive is fully advised of the Bank’sfinancial status and has had substantial input in the design and operation of this benefit plan;and
 

 
     **THEREFORE**, in consideration of past employment performance and employment to be performed inthe future as well as the mutual promises and covenants herein contained it is agreed as follows:**I.** **EFFECTIVE DATE**The Effective Date of this Agreement shall be June 13, 2005.**II.** **EMPLOYMENT**The Bank agrees to employ the Executive in such capacity as the Bank may from time to timedetermine. The Executive will continue in the employ of the Bank in such capacity and withsuch duties and responsibilities as may be assigned to him, and with such compensation asmay be determined from time to time by the Board of Directors of the Bank.**III.** **FRINGE BENEFITS**The salary continuation benefits provided by this Agreement are granted by the Bank as afringe benefit to the Executive and are not part of any salary reduction plan or anarrangement deferring a bonus or a salary increase. The Executive has no option to takeany current payment or bonus in lieu of these salary continuation benefits except as setforth hereinafter.**IV.** **DEFINITIONS** A. Retirement Date:If the Executive remains in the continuous employ of the Bank, the Executive shallretire from active employment with the Bank on the Executive’s sixty-fifth(65th) birthday, unless by action of the Board of Directors this periodof active employment shall be shortened or extended. B. Normal Retirement Age:Normal Retirement Age shall mean the date on which the Executive attains agesixty-five (65). C. Early Retirement Date:Early Retirement Date shall mean a retirement from employment which is effectiveprior to the Normal Retirement Age stated herein, provided the Executive hasattained age sixty-two (62). D. Plan Year:
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Any reference to “Plan Year” shall mean a calendar year from January 1 to December31. In the year of implementation, the term “Plan Year” shall mean the period fromthe effective date to December 31 of the year of the effective date. E. Termination of Employment:Termination of Employment shall mean voluntary resignation of employment by theExecutive or the Bank’s discharge of the Executive without cause prior to theNormal Retirement Age (Subparagraph IV [B]). F. Discharge for Cause:The term “for cause” shall mean (i) the willful and/or continued failure of theExecutive to perform substantially his duties with the Bank to the Bank’sreasonable satisfaction (other than any such failure resulting from the Executive’sincapacity due to illness; (ii) the willful engaging by the Executive in illegalconduct, personal dishonesty, gross personal misbehavior, or gross misconduct thatis demonstrably injurious to the Bank, Centra Financial, or CFC; (iii) theExecutive’s conviction of, or plea of guilty or *nolo contendere,*to a felonyinvolving moral turpitude; (iv) breach of any fiduciary duty involving personalprofit; (v) failure to pass any legal drug test give by or on behalf of the Bankpursuant to a drug testing policy applicable to the Bank’s employees generally; or(vi) a material breach by the Executive of the Employment And Change of ControlAgreement or any employment agreement with the Bank. If a dispute arises as todischarge “for cause,” such dispute shall be resolved by arbitration as set forthin this Executive Plan. G. Change of Control:Change of Control shall be defined as the occurrence of any one of the following: a. the acquisition of more than fifty percent (50%) of the valueor voting power of the Bank’s or the Holding Company Centra Financial’s stockby a person or group;  b. the acquisition in a period of twelve months or less of atleast thirty-five percent (35%) of the Bank’s or the Holding Company CentraFinancial’s stock by a person or group;  c. the replacement of a majority of the Bank’s Board or theHolding Company Centra Financial’s Board in a period of twelve months 
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   or lessby Directors who were not endorsed by a majority of the current board members;or  d. the acquisition in a period of twelve months or less of fortypercent (40%) or more of the Bank’s or the Holding Company Centra Financial’sassets by an unrelated entity.For the purposes of this Agreement, transfers made on account of deaths or gifts,transfers between family members or transfers to a qualified retirement planmaintained by the Bank or the Holding Company Centra Financial shall not beconsidered in determining whether there has been a Change in Control.**V.** **RETIREMENT BENEFIT, EARLY RETIREMENT BENEFIT, AND POST-RETIREMENT DEATH BENEFIT** A. Retirement Benefit:Upon said retirement, the Bank, commencing with the first day of the monthfollowing the date of such retirement, shall pay the Executive an annual benefitequal to Forty Thousand and 00/100th Dollars ($40,000.00). Saidbenefit shall be paid in one hundred twenty (120) equal monthly installments(1/12th of the annual benefit). If, upon the death of the Executive,less than one hundred twenty (120) monthly installments have been paid, theremaining balance shall be paid in equal monthly installments, until the fullnumber of one hundred twenty (120) installments have been paid, to the individualor individuals the Executive may have designated in writing and filed with theBank. In the absence of any effective beneficiary designation, any such amountbecoming due and payable upon the death of the Executive shall be payable to theduly qualified executor or administrator of the Executive’s estate. Said paymentsdue hereunder shall begin the first day of the second month following the deceaseof the Executive.If the Executive is a Key Employee, as defined by the Internal Revenue Service, andsaid Bank is publicly traded at the time of retirement, any such benefit payment shall benot be payable for six (6) months following such early retirement. B. Early Retirement Benefit:Subject to Subparagraph IV (E), should the Executive elect Early Retirement or bedischarged without cause by the Bank subsequent to theEarly Retirement Date (Subparagraph IV [C]), the Executive shall be entitled toreceive an Early Retirement Benefit payable from the accrued liability retirementaccount. Should the Executive retire at age sixty-two
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(62), the Bank shall paythe Executive an annual benefit equal to Twenty Eight Thousand Twenty Three and00/100th Dollars ($28,023.00) in one hundred fifty-six (156) equalmonthly installments (1/12th of the annual benefit). Should theExecutive retire at age sixty-three (63), the Bank shall pay the Executive anannual benefit equal to Thirty Thousand Eight Hundred Ninety Four and00/100th Dollars ($30,894.00) in one hundred forty-four (144) equalmonthly installments (1/12th of the annual benefit). Should theExecutive retire at age sixty-four (64), the Bank shall pay the Executive anannual benefit equal to Thirty Five Thousand Fifteen and 00/100thDollars ($35,015.00) in one hundred thirty-two equal monthly installments(1/12th of the annual benefit). Payment of said benefit shall commenceon the first day of the month following the date of such early retirement. If,upon the death of the Executive, less than the full number of equal monthlyinstallments, relative to the early retirement age hereinabove, has been paid, theremaining balance shall be paid in equal monthly installments, until the fullnumber of installments, relative to the early retirement age hereinabove has beenpaid, to the individual or individuals the Executive may have designated inwriting and filed with the Bank. In the absence of any effective beneficiarydesignation, any such amount becoming due and payable upon the death of theExecutive shall be payable to the duly qualified executor or administrator of theExecutive’s estate. Said payments due hereunder shall begin the first day of thesecond month following the decease of the Executive.If the Executive is a Key Employee, as defined by the Internal Revenue Service, andsaid Bank is publicly traded at the time of early retirement, any such benefit paymentshall be not be payable for six (6) months following such early retirement.**VI.** **DEATH BENEFIT PRIOR TO RETIREMENT**In the event the Executive should die while actively employed by the Bank at any time afterthe date of this Agreement but prior to the Executive attaining the age of sixty-five (65)years, then this agreement shall terminate upon the death of the Executive and no benefitshall be due to any beneficiary(ies) the Executive may have designated in writing and filedwith the Bank.**VII.** **BENEFIT ACCOUNTING/ACCRUED LIABILITY RETIREMENT ACCOUNT**The Bank shall account for this benefit using the regulatory accounting principles of theBank’s primary federal regulator. The Bank shall establish an accruedliability retirement account for the Executive into which appropriate reserves shall beaccrued.**VIII.** **VESTING**
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The Executive shall be vested in the accrued liability retirement account in accordancewith the following schedule from the Effective Date of this Agreement to a maximum of 100%:     *Total Number of*   *Years of Employment*   *With the Bank* *Vested (to a maximum of 100%)*      1 year  0%2 years  0%3 years  0%4 years  100%**IX.** **TERMINATION OF EMPLOYMENT**Subject to Subparagraph IV (F), in the event that the employment of the Executive shallterminate prior to the Early Retirement Date, as provided in Subparagraph IV (C), by theExecutive’s voluntary action, or by the Executive’s discharge by the Bank without cause,then this Agreement shall terminate upon the date of such termination of employment and theBank shall pay to the Executive an amount of money equal to the accrued balance of theExecutive’s accrued liability retirement account on the date of said termination. Thiscompensation shall be paid in a lump sum thirty (30) days following said termination ofemployment.If the Executive is a Key Employee, as defined by the Internal Revenue Service, and saidBank is publicly traded at the time of termination of employment, any such benefit paymentshall not be payable for six (6) months following such termination of employment.In the event the Executive’s death should occur after such termination but prior to thepayment provided for in this Paragraph IX, the balance shall be paid, in a lump sum to suchindividual or individuals as the Executive may have designated in writing and filed withthe Bank. In the absence of any effective beneficiary designation, any such amount shallbe payable to the duly qualified executor or administrator of the Executive’s estate. Saidpayment due hereunder shall be made the first day of the second month following the deceaseof the Executive.In the event the Executive should be discharged for cause at any time in accordance withSubparagraph IV (F) or should the Executive leave the Bank prior to three (3) full years ofemployment, from the Effective Date of thisAgreement, in accordance with Paragraph VIII (Vesting), this Agreement shall terminate andall benefits provided herein shall be forfeited by the Executive.**X.** **DISABILITY**
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In the event that there is a finding of any qualified period of disability for theExecutive, the Bank will deposit into the Contingent Disability Trust (hereinafter “Trust”)an amount equal to the accrued liability retirement account established on the Executive’sbehalf pursuant to this Agreement. No other benefits will be owed to the Executive underthis Agreement during the period of disability.An Executive is considered disabled if he or she is: [1] unable to engage in anysubstantial gainful activity by reason of any medically determinable physical or mentalimpairment which can be expected to result in death or can be expected to last for acontinuous period of not less than twelve (12) months; or [2] by reason of any medicallydeterminable physical or mental impairment which can be expected to result in death or canbe expected to last for a continuous period of not less than twelve (12) months, receivingincome replacement benefits for a period of not less than three (3) months under anaccident and health plan covering the Executive of the Bank. If there is a disputeregarding whether the Executive is disabled, such dispute shall be resolved by a physicianmutually selected by the Bank and the Executive and such resolution shall be binding uponall parties to this Agreement.If the Executive is under a Period of Disability on the date the Executive reaches NormalRetirement Age (Subparagraph IV [B]), this Agreement shall automatically terminate and theExecutive shall not be entitled to any further benefits under this Agreement.If the Period of Disability ends prior to Normal Retirement Age and the Executive returnsto active employment with the Bank, the Bank will pay the Executive a reduced retirementbenefit amount from the balance of the accrued liability retirement account. The retirementbenefit amount shall be reduced by the ten (10) year annual annuity that would be payable fromthe Trust assuming the trust assets earned on a net of four percent (4%) annually starting fromthe date of the existence of said Trust.**XI.** **CHANGE OF CONTROL**If the Executive subsequently suffers a Termination of Employment (voluntarily orinvoluntarily), except for cause, anytime subsequent to a Change of Control as defined inSubparagraph IV (G), then the Executive shall receive the benefits in Paragraph V hereinupon attaining Normal Retirement Age (Subparagraph IV [B]), as if the Executive had beencontinuously employed by the Bank until the Executive’s Normal Retirement Age.**XII.** **RESTRICTIONS ON FUNDING**The Bank shall have no obligation to set aside, earmark or entrust any fund or money withwhich to pay its obligations under this Executive Plan. The Executive, theirbeneficiary(ies), or any successor in interest shall be and remain
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simply a generalcreditor of the Bank in the same manner as any other creditor having a general claim formatured and unpaid compensation.The Bank reserves the absolute right, at its sole discretion, to either fund theobligations undertaken by this Executive Plan or to refrain from funding the same and todetermine the extent, nature and method of such funding. Should the Bank elect to fundthis Executive Plan, in whole or in part, through the purchase of life insurance, mutualfunds, disability policies or annuities, the Bank reserves the absolute right, in its solediscretion, to terminate such funding at any time, in whole or in part. At no time shallany Executive be deemed to have any lien, right, title or interest in any specific fundinginvestment or assets of the Bank.If the Bank elects to invest in a life insurance, disability or annuity policy on the lifeof the Executive, then the Executive shall assist the Bank by freely submitting to aphysical exam and supplying such additional information necessary to obtain such insuranceor annuities.**XIII.** **MISCELLANEOUS** A. Alienability and Assignment Prohibition:Neither the Executive, nor the Executive’s surviving spouse, nor any otherbeneficiary(ies) under this Executive Plan shall have any power or right totransfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwiseencumber in advance any of the benefits payable hereunder nor shall any of saidbenefits be subject to seizure for the payment of any debts, judgments, alimony orseparate maintenance owed by the Executive or the Executive’s beneficiary(ies), norbe transferable by operation of law in the event of bankruptcy, insolvency orotherwise. In the event the Executive or any beneficiary attempts assignment,commutation, hypothecation, transfer or disposal of the benefits hereunder, theBank’s liabilities shall forthwith cease and terminate. B. Binding Obligation of the Bank and any Successor in Interest:The Bank shall not merge or consolidate into or with another bank or sellsubstantially all of its assets to another bank, firm or person until such bank,firm or person expressly agree, in writing, to assume and discharge the duties andobligations of the Bank under this Executive Plan. This Executive Plan shall be binding upon the parties hereto, their successors,beneficiaries, heirs and personal representatives. C. Amendment or Revocation:Subject to Paragraph XV, it is agreed by and between the parties hereto that,during the lifetime of the Executive, this Executive Plan may be
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amended or revokedat any time or times, in whole or in part, by the mutual written consent of theExecutive and the Bank. D. Gender:Whenever in this Executive Plan words are used in the masculine or neuter gender,they shall be read and construed as in the masculine, feminine or neuter gender,whenever they should so apply. E. Effect on Other Bank Benefit Plans:Nothing contained in this Executive Plan shall affect the right of the Executive toparticipate in or be covered by any qualified or non-qualified pension,profit-sharing, group, bonus or other supplemental compensation or fringe benefitplan constituting a part of the Bank’s existing or future compensation structure. F. Headings:Headings and subheadings in this Executive Plan are inserted for reference andconvenience only and shall not be deemed a part of this Executive Plan. G. Applicable Law:The laws of the State of West Virginia shall govern the validity and interpretationof this Agreement. H. Partial Invalidity:If any term, provision, covenant, or condition of this Executive Plan is determinedby an arbitrator or a court, as the case may be, to be invalid, void, orunenforceable, such determination shall not render any other term, provision,covenant, or condition invalid, void, or unenforceable, and the Executive Planshall remain in full force and effect notwithstanding such partial invalidity. I. Not a Contract of Employment:This Agreement shall not be deemed to constitute a contract of employment betweenthe parties hereto, nor shall any provision hereof restrict the right of the Bankto discharge the Executive, or restrict the right of the Executive to terminateemployment.**XIV.** **ADMINISTRATIVE AND CLAIMS PROVISION**
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 A. Named Fiduciary and Plan Administrator:The “Named Fiduciary and Plan Administrator” of this Executive Plan shall be CentraBank, Inc. As Named Fiduciary and Plan Administrator, the Bank shall beresponsible for the management, control and administration of the Executive Plan.The Named Fiduciary may delegate to others certain aspects of the management andoperation responsibilities of the Executive Plan including the employment ofadvisors and the delegation of ministerial duties to qualified individuals. B. Claims Procedure:In the event a dispute arises over benefits under this Executive Plan and benefitsare not paid to the Executive (or to the Executive’s beneficiary(ies) in the caseof the Executive’s death) and such claimants feel they are entitled to receive suchbenefits, then a written claim must be made to the Named Fiduciary and PlanAdministrator named above within sixty (60) days from the date payments arerefused. The Named Fiduciary and Plan Administrator shall review the written claimand if the claim is denied, in whole or in part, they shall provide in writingwithin sixty (60) days of receipt of such claim the specific reasons for suchdenial, reference to the provisions of this Executive Plan upon which the denial isbased and any additional material or information necessary to perfect the claim.Such written notice shall further indicate the additional steps to be taken byclaimants if a further review of the claim denial is desired. A claim shall bedeemed denied if the Named Fiduciary and Plan Administrator fail to take any actionwithin the aforesaid sixty (60) day period.If claimants desire a second review they shall notify the Named Fiduciary and PlanAdministrator in writing within sixty (60) days of the first claim denial.Claimants may review this Executive Plan or any documents relating thereto andsubmit any written issues and comments it may feel appropriate. In their solediscretion, the Named Fiduciary and Plan Administrator shall then review the secondclaim and provide a written decision within sixty (60) days of receipt of suchclaim. This decision shall likewise state the specific reasons for the decisionand shall includereference to specific provisions of the Plan Agreement upon which the decision isbased. C. Arbitration:If claimants continue to dispute the benefit denial based upon completedperformance of this Executive Plan or the meaning and effect of the terms andconditions thereof, then claimants may submit the dispute to an Arbitrator forfinal arbitration. The Arbitrator shall be selected by mutual
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agreement of theBank and the claimants. The Arbitrator shall operate under any generallyrecognized set of arbitration rules. The parties hereto agree that they and theirheirs, personal representatives, successors and assigns shall be bound by thedecision of such Arbitrator with respect to any controversy properly submitted toit for determination.Where a dispute arises as to the Bank’s discharge of the Executive “for cause,”such dispute shall likewise be submitted to arbitration as above described and theparties hereto agree to be bound by the decision thereunder.**XV.** **TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW, RULES OR REGULATIONS**The Bank is entering into this Agreement upon the assumption that certain existing taxlaws, rules and regulations will continue in effect in their current form. If any saidassumptions should change and said change has a detrimental effect on this Executive Plan,then the Bank reserves the right to terminate or modify this Agreement accordingly. Upon aChange of Control (Subparagraph IV [G]), this paragraph shall become null and voideffective immediately upon said Change of Control.     **IN WITNESS WHEREOF**, the parties hereto acknowledge that each has carefully read this Agreementand executed the original thereof on the first day set forth hereinabove, and that, upon execution,each has received a conforming copy.             **CENTRA BANK, INC.**    Morgantown, West Virginia             By:           Witness       (Bank Officer other than Insured) Title                       Witness   Henry M. Kayes, Jr.
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**BENEFICIARY DESIGNATION FORM**