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Exhibit 10.28
 CENTRA BANK, INC., AND CENTRA FINANCIAL HOLDINGS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AGREEMENT
   Article 1
Definitions and Construction
  1.1
    
    Base Salary shall mean the annual cash compensation relating to services performed during
any calendar year, excluding distributions from nonqualified deferred compensation plans,
bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses, incentive
payments, non-monetary awards, and automobile and other allowances paid to a Participant for
employment services rendered (whether or not such allowances are included in the Executives
gross income). Base Salary shall be calculated before reduction for compensation voluntarily
deferred or contributed by the Participant pursuant to all qualified or nonqualified plans of
the Bank and shall be calculated to include amounts not otherwise included in the
Participants gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to
plans established by the Bank; provided, however, that all such amounts will be included in
compensation only to the extent that had there been no such plan, the amount would have been
payable in cash to the Executive. Any fees paid to Executive for service on the Board shall
be included as part of Base Salary.1.2
    
    Beneficiary shall mean the person(s) designated by the Executive, including the estate of
the Executive, entitled to a benefit under Articles 3 and 4.1.3
    
    Board shall mean the Board of Directors of the Bank.1.4
    
    Bonus shall mean any compensation, in addition to Base Salary, payable to an Executive
during a Plan Year, under any of the Banks annual bonus or cash
incentive plans, excluding stock options.
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1.5
    
    Change of Control shall mean a Change of Control as defined in Section 4(d) of the
Employment Agreement.1.6
    
    Code shall mean the United States Internal Revenue Code of 1986, as amended.1.7
    
    Current Year Compensation shall mean the Executives current year Base Salary, annualized,
plus Executives Bonus. For purposes of calculating Current Year Compensation, the Bank shall
use the highest Bonus amount paid to the Executive within the immediately preceding 5 calendar
years, increased by 4%. In the event the termination event occurs during 2008, the
Executives compensation for the Bonus portion of Current Year Compensation shall be the Bonus
actually paid to the Executive in calendar year 2008.1.8
    
    Disability shall mean a Disability as defined in Section 4(i) of the Employment Agreement.1.9
    
    Effective Date shall mean January 1, 2008.1.10
    
    Employment Agreement shall mean that certain agreement between Douglas J. Leech, Jr. and
Centra Bank, dated January 17, 2008.1.11
    
    Five-Year Average shall mean the average of the total Base Salary and Bonus earned by the
Executive each year over the five most recent calendar years of active employment prior to the
termination event. The most current year of service shall be considered one of these years.
In the event that the most current year of service is a partial year, the current years
compensation for the Five-Year Average shall be calculated using the current years Base
Salary annualized, and shall include an amount equal to the highest Bonus amount paid to the
Executive within the immediately preceding 5 calendar years, increased by 4%. In the event
the termination event occurs during 2008, the Bonus portion of the Executives compensation
for the year of termination, to be used in the Five-Year Average, shall be the Bonus actually
paid to the Executive in calendar year 2008. In no event shall the Five-Year Average be
reduced as a result of the commencement of severance payments under the Employment Agreement,
or for any other reason.1.12
    
    Involuntary Termination shall mean the Executives employment terminates prior to
Executives Normal Retirement Age and such termination is not due to Voluntary Termination.
An Involuntary Termination would therefore include a termination following Change of Control,
Disability, or Termination of Employment without Just Cause.1.13
    
    Voluntary Termination shall mean that the Executive terminates employment voluntarily with
the Bank before reaching Normal Retirement Age.1.14
    
    Normal Retirement Age shall mean the date on which the Executive attains age 65.
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1.15
    
    Normal Retirement Date shall mean the later of (a) Executives attainment of the
Normal Retirement Age while in the active service of the Bank, or (b) Executives Separation
from Service.1.16
    
    Plan Administrator shall mean the plan administrator described in Article 6.1.17
    
    Plan Year shall mean each twelve-month period commencing on January 1 and ending on
December 31 of each year. The initial Plan Year shall commence on the Effective Date of this
Plan and end on the following December 31.1.18
    
    Separation from Service shall have the same definition as that set forth in Treasury
Regulation §1.409A-1(h), or any subsequently applicable regulation.1.19
    
    Termination for Just Cause has that meaning set forth in Section 4(c) of the Employment
Agreement.1.20
    
    Termination of Employment shall mean that Executive has ceased rendering services as an
employee of the Bank.1.21
    
    Three-Year Average shall mean the average of the total Base Salary and Bonus earned by the
Executive each year over the three most recent calendar years of active employment prior to
the termination event. The most current year of service shall be considered one of these
years. In the event that the most current year of service is a partial year, the current
years compensation for the Three-Year Average shall be calculated using the current years
Base Salary annualized, and shall include an amount equal to the highest Bonus amount paid to
the Executive within the immediately preceding 5 calendar years, increased by 4%. In the
event the termination event occurs during 2008, the Bonus portion of the Executives
compensation for the year of termination, to be used in the Three-Year Average, shall be the
Bonus actually paid to the Executive in calendar year 2008. In no event shall the Three-Year
Average be reduced as a result of the commencement of severance payments under the Employment
Agreement, or for any other reason.
 Article 2
Distributions During Executives Lifetime
 2.1
    
    Normal Retirement Benefit. Upon Executives Normal Retirement Date, the Bank shall
pay to the Executive the annual benefit described in this Section 2.1 in lieu of any other
benefit under this Article.
 2.1.1
    
    Amount of Benefit. The annual Normal Retirement Benefit shall be equal to:
  This amount shall be offset only by the following amount equal to:
    
    100% of Social Security (annual offset amount is calculated assuming Social
Security benefits commence at Executives age 65)
    
    100% of the employer-paid portion of Executives 401(k) plan, annuitized over
15 years.
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The amount shall not be offset by any other payment or benefit to
Executive including those under any other plan.
 2.1.2
    
    Form and Timing of Benefit. The Bank shall pay the annual benefit to
the Executive in twelve (12) equal monthly installments, commencing on the first day of
the month following the Executives Normal Retirement Date, for a period of fifteen
(15) years.
 2.2
    
    Involuntary Termination Benefit. Upon the Executives Involuntary Termination, the
Bank shall pay to the Executive the benefit described in this Section 2.2 in lieu of any other
benefit under this Article.
 2.2.1
    
    Amount of Benefit. Subject to Sections 2.4 (vesting) and 2.5
(discounted present value), the benefit under this Section 2.2 shall be a vested
percentage of 1.5 times the greater of the following:
 A.
    
    65% of the Current Year Compensation;B.
    
    65% of the Three-Year Average; orC.
    
    65% of the Five-Year Average
 2.2.2
    
    Form and Timing of Benefit. The Bank shall pay the annual benefit to
the Executive in twelve (12) equal monthly installments, commencing on the first day of
the month that is sixty (60) months following Executives Separation from Service.
Such benefit shall be paid to the Executive for a period of fifteen (15) years.
 For example:
 
 Upon Executives Involuntary Termination in July of 2011, the Executive would be
entitled to 1.5 times the highest of the 3 factors in 2.2.1(A)-(C), calculated as
follows:
    
    Current Year Compensation equals $406,000 ($250,000 Base Salary plus
$150,000 Bonus increased by 4%)
    
    Three-Year Average equals $335,333
    
    Five-Year Average equals $283,200Because Current Year Compensation is the highest of the 3 factors, Executive is
entitled to an annual benefit equal to $609,000/year (1.5 times $406,000) (before
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Social Security and 401(k) offsets) for 15 years, commencing payments sixty
(60) months following Separation from Service.
 2.3
    
    Voluntary Termination or Termination for Just Cause. Upon the Executives Voluntary
Termination or Termination of Employment for Just Cause, the Bank shall pay the Executive the
benefit described in this Section 2.3 in lieu of any other benefit under this article.
 2.3.1
    
    Amount of Benefit. Subject to Sections 2.4 (vesting) and 2.5
(discounted present value), the benefit under this Section 2.3 shall be a vested
percentage of the amount calculated pursuant to Sections 2.1.1.2.3.2
    
    Form and Timing of Benefit. The Bank shall pay the annual benefit to
the Executive in twelve (12) equal monthly installments, commencing on the first day of
the month that is sixty (60) months following Executives Separation from Service.
Such benefit shall be paid to the Executive for a period of fifteen (15) years.
 2.4
    
    Vesting. Executive shall vest in the Normal Retirement Benefit set forth in Section
2.1 at a rate of 1.667% per month, such that after completing sixty (60) months of continuous
service from the Effective Date, the Executive shall be 100% vested in the Normal Retirement
Benefit. Vesting credit shall be given at this same rate during any period of severance under
the Executives Employment Agreement.2.5
    
    Discounted Present Value. In the event payments under this Agreement commence prior
to Executives Normal Retirement Age, the Bank shall discount the benefit payments by the
number of years prior to Normal Retirement Age that the Executive begins receiving benefit
payments. Such discount shall be calculated using the U.S. Treasury 5-year note rate in
effect within 30 days prior or subsequent to the Effective Date, whichever rate provides the
higher benefit. For example, if benefit payments commence at age 63, such benefits shall be
discounted for two years at the rate described in this Section 2.5.2.6
    
    Internal Revenue Code Section 280G Gross-Up. Notwithstanding anything in this
Agreement to the contrary, if any of the payments provided for under this Agreement, together
with any other payments that Executive has the right to receive (such other payments together
with the Agreement Payments are referred to as the Total Payments), would constitute an
excess parachute payment, as defined in Section 280G(b)(2) of the Internal Revenue Code of
1986, as amended (the Code) (an Excess Parachute Payment), the Employer (or its successor)
shall pay to the Executive an amount equal to the sum of (i) any excise taxes or other taxes
due as a result thereof, and (ii) any interest, fines and penalties resulting from such
overpayment, plus (iii) an amount necessary to reimburse the Executive substantially for any
income, excise or other taxes payable by the Executive with respect to the amounts specified
in (i) and (ii) above, and the reimbursement provided by this clause (iii). Such tax gross up
payment shall be made to Executive no later than the due date of the Executives tax return
reporting the amount of such tax.2.7
    
    Restriction on Timing of Distribution. Notwithstanding any provision of this
Agreement to the contrary, distributions to Executive may not commence earlier than six (6)
months
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after the date of a Separation from Service if, pursuant to Section 409A of the Code,
Executive is considered a specified employee under Section 416(i) of the Code. In the
event a distribution is delayed pursuant to this Section 2.4, the first six months of
installment payments shall be delayed, aggregated, and paid instead on the first day of the
seventh month, after which all installment payments shall be made on their regular schedule.2.8
    
    Payments Upon Income Inclusion. Should amounts deferred under this Agreement become
includable in the Executives income by reason of a failure of this Agreement to comply with
the requirements of Section 409A of the Code, the Bank shall distribute to the Executive an
amount necessary to cover the includible amounts, as well as other amounts necessary to cover
FICA, employment, and income taxes, to the extent such distributions do not exceed the
Executives vested account balances.2.9
    
    Certain Accelerated Payments. The Bank may make any accelerated distribution
permissible under Treasury Regulation §1.409A-3(j)(4) to the Executive of deferred amounts,
provided that such distribution(s) meets the requirements of §1.409A-3(j)(4).2.10
    
    Subsequent Changes to Time and Form of Payment. The Bank may permit a subsequent
change to the time and form of benefit distributions. Any such change shall be considered
made only when it becomes irrevocable under the terms of this Agreement. Any change will be
considered irrevocable not later than thirty (30) days following acceptance of the change by
the Plan Administrator, subject to the following rules:
 (1)
    
    The subsequent deferral election may not take effect until at least
twelve (12) months after the date on which the election is made;(2)
    
    The payment (except in the case of death, Disability, or unforeseeable
emergency) upon which the subsequent deferral election is made is deferred for a
period of not less than five (5) years from the date such payment would otherwise
have been made; and(3)
    
    In case of a payment made at a specified time, the election must be
made not less than twelve (12) months before the date the payment is scheduled to
be made.
 2.11
    
    Liberal Construction. The parties have attempted to clearly set forth their
intentions in this Agreement. To the extent a dispute arises as to the meaning or
interpretation of any term herein, notwithstanding any provision of this Agreement to the
contrary, such meaning or interpretation shall be construed liberally in favor of the
Executive in recognition of the Executives contributions to the founding, operation, and
success of the Bank.
 Article 3
Distribution Upon Death
 3.1
    
    Death During Active Service. In the event Executive dies prior to Normal Retirement
Age while in the active service of the Bank, the death shall be treated as an Involuntary
Termination (under Section 2.2), and the Executives Beneficiary shall be entitled to the
annual amount calculated pursuant to Section 2.2.1. Such annual amount shall be paid to the
Executives designated Beneficiary in twelve (12) equal monthly installments, commencing on
the first day of the month on the date that is 60 months following
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Executives Death, for a period of fifteen (15 years).
 3.2
    
    Death Subsequent to Voluntary or Involuntary Termination, or Following Termination for
Just Cause. In the event Executive dies subsequent to Voluntary or Involuntary
Termination, or following Termination for Just Cause, the Bank shall pay to the Executives
designated Beneficiary the benefit described under Sections 2.2 or 2.3, respectively, reduced
by the number of payments already received by the Executive prior to death, until a cumulative
total of 180 equal monthly installments have been completed. Such payments shall commence on
the date that is 60 months following Executives Death.
 3.3
    
    Death Subsequent to Normal Retirement Age. In the event Executive attains the Normal
Retirement Age and earns the Normal Retirement Benefit described in Section 2.1 herein, and
thereafter dies, the bank shall continue to pay to the Executives designated Beneficiary the
benefit described under Section 2.1, reduced by the number of payments already received by the
Executive prior to death, until a cumulative total of 180 equal monthly installments have been
completed. Such payments shall commence on the first day of the month following the
Executives death.
 Article 4
Beneficiaries
 4.1
    
    Beneficiary. Executive shall have the right to name a Beneficiary of the death
benefit described in Section 3 herein. Executive shall have the right to name such
Beneficiary at any time prior to Executives death and submit it to the Plan Administrator (or
Plan Administrators representative) on the form provided. Once received and acknowledged by
the Plan Administrator, the form shall be effective. The Executive may change a Beneficiary
designation at any time by submitting a new form to the Plan Administrator. Any such change
shall follow the same rules as for the original Beneficiary designation and shall
automatically supersede the existing Beneficiary form on file with the Plan Administrator. If
Beneficiary predeceases Executive, or if the Beneficiary is a spouse and the marriage is
dissolved prior to Executives death, the Beneficiary designation shall be automatically
revoked. If the Executive names someone other than his or her spouse as a Beneficiary, a
spousal consent, in the form designated by the Plan Administrator, must be signed by that
Executives spouse and returned to the Plan Administrator.
 4.2
    
    Failure to Designate a Beneficiary. If Executive dies without a valid Beneficiary
designation on file with the Plan Administrator, the Executives surviving spouse, if any,
shall become the designated Beneficiary. If Executive has no surviving spouse, death benefits
shall be paid to the personal representative of Executives estate, to be administered as part
of the Executives estate.
 4.3
    
    Facility of Distribution. If the Plan Administrator determines in its discretion
that a benefit is to be paid to a minor, to a person declared incompetent, or to a person
incapable of handling the disposition of that persons property, the Plan Administrator may
direct distribution of such benefit to the guardian, legal representative or person having the
care or custody of such minor, incompetent person or incapable person. The Plan Administrator
may require proof of incompetence, minority or guardianship as it may deem appropriate prior
to distribution of the benefit. Any distribution of a benefit
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shall be a distribution for the account of the Executive and the Beneficiary, as the case
may be, and shall be a complete discharge of any liability under the Agreement for such
distribution amount.
 Article 5
Administration of Agreement
 5.1
    
    Plan Administrator Duties. This Agreement shall be administered by a Plan
Administrator which shall consist of the Board, or such committee or person(s) as the Board
shall appoint. The Plan Administrator shall also have the discretion and authority to (i)
make, amend, interpret and enforce all appropriate rules and regulations for the
administration of this Agreement and (ii) decide or resolve any and all questions including
interpretations of this Agreement, as may arise in connection with the Agreement. Any actions
taken by the Board in its role as Plan Administrator that may affect the material terms of
this Agreement shall require the written consent of the Executive.5.2
    
    Agents. In the administration of this Agreement, the Plan Administrator may employ
agents and delegate to them such administrative duties as it sees fit, (including acting
through a duly appointed representative), and may from time to time consult with counsel who
may be counsel to the Bank.5.3
    
    Binding Effect of Decisions. The decision or action of the Plan Administrator with
respect to any question arising out of or in connection with the administration,
interpretation and application of the Agreement and the rules and regulations promulgated
hereunder shall be decided only after Executive has had 60 days written notice to evaluate any
such decisions or actions and to make recommendations or request modifications to any such
contemplated decision or action.5.4
    
    Indemnity of Plan Administrator. The Bank shall indemnify and hold harmless the
members of the Plan Administrator against any and all claims, losses, damages, expenses or
liabilities arising from any action or failure to act with respect to this Agreement, except
in the case of willful misconduct by the Plan Administrator or any of its members.5.5
    
    Bank Information. To enable the Plan Administrator to perform its functions, the
Bank shall supply full and timely information to the Plan Administrator on all matters
relating to the date and circumstances of any Voluntary or Involuntary Termination or
retirement of the Executive, and such other pertinent information as the Plan Administrator
may reasonably require.5.6
    
    Annual Statement. The Plan Administrator shall provide to the Executive, within one
hundred twenty (120) days after the end of each Plan Year, a statement setting forth the
benefits to be distributed under this Agreement.5.7
    
    Arbitration. All claims, disputes and other matters in question arising out of or
relating to this Agreement or the breach or interpretation thereof, other than those matters
which are to be determined by the Bank in its sole and absolute discretion, shall be resolved
by binding arbitration before a representative member, selected by the mutual agreement of the
parties, of the Judicial Arbitration and Mediation Services, Inc. (JAMS), located in
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a forum convenient to both parties with the state of West Virginia. In the event JAMS is
unable or unwilling to conduct the arbitration provided for under the terms of this
paragraph, or has discontinued its business, the parties agree that a representative member,
selected by the mutual agreement of the parties of the American Arbitration Association
(AAA) located in West Virginia, shall conduct the binding arbitration referred to in this
paragraph. Notice of the demand for arbitration shall be filed in writing with the other
party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand
for arbitration be made after the date when institution of legal or equitable proceedings
based on such claim, dispute or other matter in question would be barred by the applicable
statute of limitations. The arbitration shall be subject to such rules of procedure used or
established by JAMS, or if there are none, the rules of procedure used or established by
AAA. Any award rendered by JAMS or AAA shall be final and binding upon the parties, and as
applicable, their respective heirs, beneficiaries, legal representatives, agents, successors
and assigns, and may be entered in any court having jurisdiction thereof. The obligation of
the parties to arbitrate pursuant to this clause shall be specifically enforceable in
accordance with, and shall be conducted consistently with, the provisions of West Virginia
Law and Civil Procedure. Any arbitration hereunder shall be conducted in Morgantown, West
Virginia, unless otherwise agreed to by the parties.5.8
    
    Attorneys Fees. In the event of any arbitration or litigation concerning any
controversy, claim or dispute between the parties hereto, arising out of or relating to this
Agreement or the breach hereof, or the interpretation hereof, (a) each party shall pay his own
attorneys arbitration fees incurred; (b) the prevailing party shall be entitled to recover
from the other party reasonable expenses, attorneys fees and costs incurred in the
enforcement or collection of any judgment or award rendered. The prevailing party means
any party (one party or both parties, as the case may be) determined by the arbitrator(s) or
court to be entitled to money payments from the other.
 Article 6
Claims And Review Procedures
 6.1
    
    Claims Procedure. An Executive or Beneficiary (claimant) who has not received
benefits under the Agreement that he or she believes should be distributed shall make a claim
for such benefits as follows:
 6.1.1
    
    Initiation  Written Claim. The claimant initiates a claim by
submitting to the Plan Administrator a written claim for the benefits.
 6.1.2
    
    Timing of Plan Administrator Response.The Plan Administrator shall
respond to such claimant within 90 days after receiving the claim. If the Plan
Administrator determines that special circumstances require additional time for
processing the claim, the Plan Administrator can extend the response period by an
additional 90 days by notifying the claimant in writing, prior to the end of the
initial 90-day period, that an additional period is required. The notice of extension
must set forth the special circumstances and the date by which the Plan Administrator
expects to render its decision.
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6.1.3
    
    Notice of Decision. If the Plan Administrator denies part or all of
the claim, the Plan Administrator shall notify the claimant in writing of such denial.
The Plan Administrator shall write the notification in a manner calculated to be
understood by the claimant. The notification shall set forth:
 (a)
    
    The specific reasons for the denial;(b)
    
    A reference to the specific provisions of the Agreement on
which the denial is based;(c)
    
    A description of any additional information or material
necessary for the claimant to perfect the claim and an explanation of why it is
needed;(d)
    
    An explanation of the Agreements review procedures and the
time limits applicable to such procedures; and(e)
    
    A statement of the claimants right to bring a civil action
under ERISA Section 502(a) following an adverse benefit determination on
review.
 6.2
    
    Review Procedure. If the Plan Administrator denies part or all of the claim, the
claimant shall have the opportunity for a full and fair review by the Plan Administrator of
the denial, as follows:
 6.2.1
    
    Initiation  Written Request. To initiate the review, the claimant,
within 60 days after receiving the Plan Administrators notice of denial, must file
with the Plan Administrator a written request for review.6.2.2
    
    Additional Submissions  Information Access. The claimant shall then
have the opportunity to submit written comments, documents, records and other
information relating to the claim. The Plan Administrator shall also provide the
claimant, upon request and free of charge, reasonable access to, and copies of, all
documents, records and other information relevant (as defined in applicable ERISA
regulations) to the claimants claim for benefits.6.2.3
    
    Considerations on Review. In considering the review, the Plan
Administrator shall take into account all materials and information the claimant
submits relating to the claim, without regard to whether such information was submitted
or considered in the initial benefit determination.6.2.4
    
    Timing of Plan Administrator Response. The Plan Administrator shall
respond in writing to such claimant within 60 days after receiving the request for
review. If the Plan Administrator determines that special circumstances require
additional time for processing the claim, the Plan Administrator can extend the
response period by an additional 60 days by notifying the claimant in writing, prior to
the end of the initial 60-day period, that an additional period is required. The
notice of extension must set forth the special circumstances and the date by which the
Plan Administrator expects to render its decision.6.2.5
    
    Notice of Decision. The Plan Administrator shall notify the claimant
in writing of its decision on review. The Plan Administrator shall write the
notification in a manner calculated to be understood by the claimant. The notification
shall set forth:
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(a)
    
    The specific reasons for the denial;(b)
    
    A reference to the specific provisions of the Agreement on
which the denial is based;(c)
    
    A statement that the claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant (as defined in applicable ERISA
regulations) to the claimants claim for benefits; and(d)
    
    A statement of the claimants right to bring a civil action
under ERISA Section 502(a).
 Article 7
Amendments and Termination
  Article 8
Miscellaneous
 8.1
    
    Binding Effect. This Agreement shall bind the Executive and the Bank, and their
beneficiaries, survivors, executors, administrators and transferees.8.2
    
    No Guarantee of Employment. This Agreement is not a contract for employment. It
does not give the Executive the right to remain as an employee of the Bank, nor does it
interfere with the Banks right to discharge the Executive. It also does not require the
Executive to remain an employee nor interfere with the Executives right to terminate
employment at any time.8.3
    
    Non-Transferability. Benefits under this Agreement cannot be sold, transferred,
assigned, pledged, attached or encumbered in any manner.8.4
    
    Tax Withholding. The Bank shall withhold any taxes that are required to be withheld
from the benefits provided under this Agreement. The Executive acknowledges that the Banks
sole liability regarding taxes is to forward any amounts withheld to the appropriate taxing
authority(ies).8.5
    
    Applicable Law. The Agreement and all rights hereunder shall be governed by the laws
of the State of West Virginia, except to the extent preempted by the laws of the United States
of America.8.6
    
    Unfunded Arrangement. The Executive is a general unsecured creditor of the Bank for
the distribution of benefits under this Agreement. The benefits represent the mere promise by
the Bank to distribute such benefits. The rights to benefits are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors. Any insurance on the Executives life or other informal funding
asset is a general asset of the Bank to which the Executive has no preferred or secured claim.
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8.7
    
    Reorganization. The Bank shall not merge or consolidate into or with another bank,
or reorganize, or sell substantially all of its assets to another bank, firm, or person unless
such succeeding or continuing bank, firm, or person agrees to assume and discharge the
obligations of the Bank under this Agreement. Upon the occurrence of such event, the term
Bank as used in this Agreement shall be deemed to refer to the successor or survivor bank.8.8
    
    Entire Agreement. This Agreement constitutes the entire agreement between the Bank
and the Executive as to the subject matter hereof. No rights are granted to the Executive by
virtue of this Agreement other than those specifically set forth herein.8.9
    
    Interpretation. Wherever the fulfillment of the intent and purpose of this Agreement
requires, and the context will permit, the use of the masculine gender includes the feminine
and use of the singular includes the plural.8.10
    
    Alternative Action. In the event it shall become impossible for the Bank or the Plan
Administrator to perform any act required by this Agreement, the Bank or Plan Administrator
may in its discretion perform such alternative act as most nearly carries out the intent and
purpose of this Agreement and is in the best interests of the Bank.8.11
    
    Headings. Article and section headings are for convenient reference only and shall
not control or affect the meaning or construction of any of its provisions.8.12
    
    Validity. In case any provision of this Agreement shall be illegal or invalid for
any reason, said illegality or invalidity shall not affect the remaining parts hereof, but
this Agreement shall be construed and enforced as if such illegal and invalid provision has
never been inserted herein.8.13
    
    Notice. Any notice or filing required or permitted to be given to the Bank or Plan
Administrator under this Agreement shall be sufficient if in writing and hand-delivered, or
sent by registered or certified mail, to the address below:
 
   8.14
    
    Opportunity to Consult with Independent Advisors. The Executive acknowledges that he
has been afforded the opportunity to consult with independent advisors of his choosing
including, without limitation, accountants or tax advisors and counsel regarding both the
benefits granted to him under the terms of this Agreement and the (i) terms and
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conditions which may affect the Executives right to these benefits and (ii) personal tax
effects of such benefits including, without limitation, the effects of any federal or state
taxes, Section 280G of the Code, Section 409A of the Code and guidance or regulations
thereunder, and any other taxes, costs, expenses or liabilities whatsoever related to such
benefits, which in any of the foregoing instances the Executive acknowledges and agrees
shall be the sole responsibility of the Executive except as otherwise provided in this
Agreement. The Executive further acknowledges and agrees that the Bank shall have no
liability whatsoever related to any such personal tax effects or other personal costs,
expenses, or liabilities applicable to the Executive and further specifically waives any
right for himself or herself, and his or her heirs, beneficiaries, legal representatives,
agents, successor and assign to claim or assert liability on the part of the Bank related to
the matters described above in this Section 8.14. The Executive further acknowledges that
he has read, understands and consents to all of the terms and conditions of this Agreement,
and that he enters into this Agreement with a full understanding of its terms and
conditions.
  EXECUTIVE:
    
    
    
    BANK:CENTRA BANK, INC./s/ Douglas J. Leech, Jr.DOUGLAS J. LEECH, Jr.
    
    
    
    By
    

/s/ Timothy
P. SaabTitle
    

Senior
Vice President
 CENTRA FINANCIAL HOLDINGS, INC.By

/s/
Timothy P. SaabTitle
    Vice President and Secretaryand by Compensation Committee Members
of Centra Financial Holdings, Inc., and
Centra Bank, Inc: /s/
Mark R. NesselroadMark R. Nesselroad/s/
Bernard G. WestfallBernard G. Westfall/s/
Thomas P. RogersThomas P. Rogers/s/
James W. Dailey IIJames W. Dailey II 13




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##### 



BENEFICIARY FORM
 
 
 Primary:%%Contingent:%%
 Notes:
 
    
    Please PRINT CLEARLY or TYPE the names of the beneficiaries.
    
    To name a trust as Beneficiary, please provide the name of the trustee(s) and the
exactname and date of the trust agreement.
    
    To name your estate as Beneficiary, please write Estate of[your name].
    
    Be aware that none of the contingent beneficiaries will receive anything unless ALL of
the primary beneficiaries predecease you.
  Name:Signature:
    
    
    
    
    
    Date:
  SPOUSAL CONSENT (Required if Spouse not named beneficiary):
  Spouse Name:Signature:
    
    
    
    
    
    Date:
  By:Title: 14