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Exhibit 10.22b
 RABBI TRUST FOR THE
 EXECUTIVE SUPPLEMENTAL RETIREMENT
 PLAN AGREEMENT AND THE ENDORSEMENT
 METHOD SPLIT DOLLAR PLAN AGREEMENT
 The Benefit Marketing Group, Inc.
1100 Circle 75 Parkway, Suite 320
Atlanta, Georgia 30339
Telephone: (770) 952-1529
Facsimile: (770) 952-8029




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RABBI TRUST FOR THE
 EXECUTIVE SUPPLEMENTAL RETIREMENT
 PLAN AGREEMENT AND THE ENDORSEMENT
 METHOD SPLIT DOLLAR PLAN AGREEMENT
  W I T N E S S E T H:
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
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WHEREAS
 NOW, THEREFORE,
 SECTION I
ESTABLISHMENT OF TRUST
 (a)
    
    This trust is hereby established as the Rabbi Trust for the Executive
Supplemental Retirement Plan Agreement and the Endorsement Method Split Dollar Plan
Agreement.(b)
    
    Bank hereby deposits with Trustee in trust, assets which shall become the
principal of the Trust to be held, administered and disposed of by Trustee as provided
in this Trust Agreement.(c)
    
    The Trust hereby established shall be irrevocable, but may be amended as
provided under (and only as provided under) Section XII.(d)
    
    The Trust is intended to be a grantor trust, of which the Bank is the
grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A
of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.(e)
    
    The principal of the Trust, and any earnings thereon shall be held separate
and apart from other funds of the Bank and shall be used exclusively for the uses and
purposes of the Benefit Plans participants and general creditors as herein set forth.
The Benefit Plans participants and their beneficiaries shall have no preferred claim
on, or any beneficial ownership interest in, any assets of the Trust. Any rights
created under the Benefit Plans and this Trust Agreement shall be mere unsecured
contractual rights of the Benefit Plans participants and their beneficiaries against
the Bank.
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Any assets held by the Trust will be subject to the claims of the Banks general
creditors under federal and state law in the event of Insolvency, as defined in
Section III (a) herein.(f)
    
    The Trustee shall be accountable for all property and Contributions received,
but the Trustee shall have no duty to see that the Contributions received are
sufficient to provide for the retirement, disability, or death benefits, nor shall the
Trustee be obligated to enforce or collect any Contribution from the Bank.
Notwithstanding the foregoing, in the event of a Change in Control, the Trustee shall
have the right to monitor, enforce and/or collect any Contributions due and owing from
the Bank or to give notice of any default in making Contributions to any person.
 SECTION II
PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES
 (a)
    
    The Bank shall deliver to the Trustee a schedule (hereinafter referred to as
the, Payment Schedule) that indicates the amounts payable in respect to each Benefit
Plans participant (and his or her beneficiaries), that provides a formula or other
instructions acceptable to the Trustee for determining the amounts so payable, the
form in which such amount is to be paid (a provided for or available under the Benefit
Plans), and the time of commencement for payment of such amounts. The Bank shall be
deemed to be in default if it fails to fulfill its payment obligations required under
the Benefit Plans Supplemental Retirement Plan Agreement and Endorsement Method Split
Dollar Plan Agreement dated March 17, 2000 and shall fail to cure any such failure
within thirty (30) days after receiving written notice of such failure from any
affected Benefit Plans participant or beneficiary. Upon the Trustees receipt of a
written certification of such default from the affected Benefit Plans participant or
beneficiary, the Trustee shall make payments in accordance with such Payment Schedule.
Unless such certification shall have been provided by
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the Bank, the Trustee shall provide to Bank a copy of such certification and notice
of its commencement of such payments. The Trustee shall then continue to make such
payments until such time, if any, as it may receive written instructions to the
contrary signed by both the Bank and the affected participant or beneficiary.(b)
    
    The Trustee shall, in accordance with the written instructions of the Bank,
or in the event of a Change in Control of the Bank, the written instructions of the
Benefits Determiner (as defined in Article XIII), withhold and report any federal,
state or local taxes that may be required to be withheld and reported with respect to
the payment of benefits pursuant to the terms of the Benefit Plans and shall pay
amounts withheld to the appropriate taxing authorities. In addition, the Trustee shall
be authorized to pay any federal, state or local taxes to any government body that
presents a tax deficiency notice to the Trustee with respect to income or assets of
the Trust. The Bank shall deliver to the Trustee each year a schedule which specifies
the amount of taxes to be withheld, if any, with respect to benefit payments to be
made hereunder. The Trustee shall be entitled to rely conclusively on the written
instructions of the Bank, or in the event of a Change of Control, the Benefits
Determiner, as to all tax reporting and withholding requirements.(c)
    
    The entitlement of a Benefit Plans participant or his or her beneficiaries to
benefits under the Benefit Plans shall be determined by the Bank or such party (other
than the Trustee) as it shall designate under the Benefit Plans, and any claim for
such benefits shall be considered and reviewed under the procedures set out in the
Benefit Plans.(d)
    
    The Bank may make payment of benefits directly to Benefit Plans participants
or their beneficiaries if they become so payable under the Benefit Plans to such
participants or beneficiaries. The Bank shall notify the Trustee of its decision to
make payment of benefits directly, prior to the time amounts are payable to
participants or their beneficiaries. In addition, if the principal of the Trust, and
any earnings thereon, are not
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sufficient to make payments of benefits in accordance with the terms of the Benefit
Plans, the Bank shall make the balance of each such payment as it falls due.
Trustee shall notify the Bank if and when such principal and earnings are not
sufficient to discharge obligations currently due under the Payment Schedule and
shall have no further obligation hereunder to anyone interested in the Trust.(e)
    
    In the event of a Change in Control, the Trustee shall rely on the written
direction of the Benefits Determiner who shall confirm the accuracy of the Payment
Schedule or who shall deliver to the Trustee a new Payment Schedule upon which the
Trustee may rely.
 SECTION III
TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO
TRUST BENEFICIARY WHEN BANK IS INSOLVENT
 (a)
    
    The Trustee shall cease payment of benefits to Benefit Plans participants and
their beneficiaries if the Bank is Insolvent. Bank shall be considered Insolvent for
purposes of this trust Agreement if (i) Bank states to it in writing that it is
unable to pay its debts as they become due, or (ii) Bank is subject to a pending
proceeding as a debtor under the United States Bankruptcy Code.(b)
    
    At all times during the continuance of this Trust, as provided in Section I
(e) hereof, the principal and income of the Trust shall be subject to claims of
general creditors of Bank under federal and state law as set forth below.
 (1)
    
    The Board of Directors and the Chief Executive Officer of the
Bank shall have the duty to inform the Trustee in writing of the Banks
Insolvency. If a person claiming to be a creditor of Bank alleges in writing
to Trustee that the Bank has become Insolvent, the Trustee shall determine
whether the Bank is Insolvent and, pending such determination, the Trustee
shall discontinue payment of benefits to the Benefit Plans participants or
their beneficiaries.
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(2)
    
    Unless trustee has actual knowledge of the Banks Insolvency,
or has received notice from the Bank or a person claiming to be a creditor
alleging that the Bank is Insolvent, the Trustee shall have no duty to inquire
whether the Bank is Insolvent. The Trustee may in all events rely on such
evidence concerning the Banks solvency as may be furnished to the Trustee and
that provides the Trustee with a reasonable basis for making a determination
concerning the Banks solvency. The Trustee shall have no liability for any
payments to the Benefit Plans participants or their beneficiaries after the
occurrence of an Insolvency but prior to its actual knowledge thereof.(3)
    
    If at any time the Trustee has determined that the Bank is
Insolvent, the Trustee shall discontinue payments to the Benefit Plans
participants or their beneficiaries and shall hold the assets of the Trust for
the benefit of the Banks general creditors. Nothing in this Trust Agreement
shall in any way diminish any rights of the Benefit Plans participants or
their beneficiaries to pursue their rights as general creditors of the Bank
with respect to benefits due under the Benefit Plans or otherwise.(4)
    
    The Trustee shall resume the payment of benefits to the
Benefit Plans participants or their beneficiaries in accordance with Section
II of this Agreement only after the Trustee has determined that the Bank is
not (or is no longer) Insolvent.
 (c)
    
    Provided that there are sufficient assets, if the Trustee discontinues the
payment of benefits from the Trust pursuant to Section III (b) hereof and subsequently
resumes such payments, the first payment following such discontinuance shall include
the aggregate amount of all payments due to the Benefit Plans participants or their
beneficiaries under the terms of the Benefit Plans for the period of such
discontinuance, less the aggregate amount of any payments made to the Benefit Plans
participants or their
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beneficiaries by the Bank in lieu of the payments provided for hereunder during any
such period of discontinuance.
 SECTION IV
PAYMENTS TO BANK
  SECTION V
TRUSTEES POWERS
 (a)
    
    All rights associated with assets of the Trust shall be exercised by the Bank
or the Trustee, as hereinafter set forth, and shall in no event be exercisable by or
rest with the Benefit Plans participants. The Bank shall have the right at any time,
and from time to time in its sole discretion, to substitute assets of equal fair
market value for any asset held by the Trust. This right is exercisable by the Bank
in a non-fiduciary capacity without the approval or consent of any person in a
fiduciary capacity.(b)
    
    Subject to the foregoing, the Trustee shall have the following powers and
authority in the administration of the assets of the Trust, in addition to those
vested in it elsewhere in this Trust Agreement or by law:
 (i)
    
    Subject to investment direction issued by the the Bank, to
invest and reinvest the assets of the Trust, without distinction between
principal and income, in any kind of property, real, personal or mixed,
tangible or intangible, and in any kind of investment, security or obligation
suitable for the investment of the Trust assets, including federal, state and
municipal tax-free obligations and other tax-free investment vehicles,
insurance policies and annuity contracts, and
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any common trust fund, group trust, pooled fund, or other commingled
investment fund maintained by the Trustee or any other bank or entity for
trust investment purposes in which the Trust is eligible to invest and the
provisions governing such fund shall be part of the Trust Agreement as though
fully restated herein;(ii)
    
    To purchase, and maintain as owner, a life insurance policy
or policies with respect to participants; provided; however; that the Trustee
shall not be required to purchase or take any action under a life insurance
policy or policies with respect to participants unless directed to do so by
the Bank, which shall designate the face amount of said policy or policies,
the terms of the policy or policies and the insurance company.(iii)
    
    To sell for cash or on credit, to grant options, convert,
redeem, exchange for other securities or other property, or otherwise to
dispose of, any security or other property at any time held except that the
Trustee shall have no right or obligation to take any action with respect to
any insurance contract or policy unless so directed by the Bank, or in the
event of a Change in Control, by the Benefits Determiner;(iv)
    
    At the direction of the Bank, to settle, compromise or submit
to arbitration, any claims, debts or damages, due to or owning to or from the
Trust, to commence or defend suits or legal proceedings and to represent the
Trust in all suits or legal proceedings provided, however, the Trustee shall
not be expected or required to undertake any of the foregoing unless there are
sufficient assets in the Trust with which to do so, or the Trustee has
received assurances by a party to this Trust, satisfactory to the Trustee, of
the payment or reimbursement of the expenses connected therewith;(v)
    
    To exercise any conversion privilege (other than conversion
privileges with respect to any insurance policy, which shall be exercised only
upon direction of the Bank, or in the event of a
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Change in Control, by the Benefits Determiner) and/or subscription right
available in connection with securities or other property at any time held,
to oppose or to consent to the reorganization, consolidation, merger or
readjustment of the finances of any corporation, bank or association or to
the sale, mortgage, pledge or lease of the property of any corporation, bank
or association any of the securities of which may at any time be held and to
do any act with reference thereto, including the exercise of options, making
of agreement or subscription, which may be deemed necessary or advisable in
connection therewith, and to hold and retain any securities or other
properties so acquired;(vi)
    
    To hold cash uninvested for a reasonable period of time under
the circumstances without liability for interest, pending investment thereof
or the payment of expenses or making distributions therewith;(vii)
    
    To form corporations and to create trusts to hold title to
any securities or other property, all upon such terms and conditions as may be
deemed advisable;(viii)
    
    To employ suitable agents and counsel and to pay their reasonable expenses
and compensation;(ix)
    
    To register any securities held hereunder in the name of the
Trustee or in the name of a nominee with or without the addition of words
indicating that such securities are held in a fiduciary capacity and to hold
any securities in bearer form and to combine certificates representing such
securities with certificates of the same issue held by the Trustee in other
fiduciary or representative capacities, or to deposit securities in any
qualified central depository where such securities may be held in bulk in the
name of the nominee of such depository with securities deposited by other
depositors, or deposit securities issued by the United States Government, or
any agency or instrumentalitys thereof, with a Federal Reserve Bank;
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(x)
    
    To make, execute and deliver, as trustee, any and all
conveyances, contracts, waivers, releases or other instruments in writing
necessary or proper for the accomplishment of any of the foregoing powers;(xi)
    
    To have any and all other powers or authority, under the laws
of the state in which the Trustees principal executive offices are located,
relevant to performance in the capacity as Trustee; and(xii)
    
    To settle, compromise or submit to arbitration, any claims,
debts or damages, due or owing to or from the Trust, to commence or defend
suits or legal proceedings and to represent the Trust in all suits or legal
proceedings; provided, however, the Trustee shall not be expected or required
to undertake any of the foregoing unless there are sufficient assets in the
Trust with which to do so, or the Trustee has received assurances by a party
to this Trust, satisfactory to the Trustee, of the payment or reimbursement of
the expenses connected therewith.
 SECTION VI
DISPOSITION OF INCOME
  SECTION VII
ACCOUNTING BY TRUSTEE
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SECTION VIII
RESPONSIBILITY OF TRUSTEE
 (a)
    
    The Trustee shall act with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person acting in like capacity and
familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims, provided, however, that the Trustee shall incur no
liability to any person for any action taken pursuant to a direction, request or
approval given by the Bank which is contemplated by, and in conformity with, the terms
of the Benefit Plans or this Trust and is given in writing by the Bank. In the event
of a dispute between the Bank and a party, the Trustee may apply at the expense of the
Trust to a court of competent jurisdiction (located in West Virginia, if possible) to
resolve the dispute.(b)
    
    If the Trustee undertakes or defends any litigation arising in connection
with this Trust, except where it is finally determined by a court of competent
jurisdiction that the Trustee breached its duties under this Agreement, the Bank
agrees to indemnify the Trustee against the Trustees costs, expenses and liabilities
(including, without limitation, attorneys fees and expenses) relating thereto and to
be primarily liable for such payments. If the Bank does not pay such costs, expenses
and liabilities in a reasonably timely manner, the Trustee may obtain payment from the
Trust.
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(c)
    
    The Trustee may consult with legal counsel (who may also be counsel for the
Bank generally) with respect to any of its duties or obligations hereunder and charge
their fees to the Trust if they are not paid in a timely manner by the Bank.(d)
    
    The Trustee may hire agents, accountants, actuaries, investment advisors,
financial consultants or other professionals to assist it in performing any of the
duties or obligations hereunder.(e)
    
    The Trustee shall have, without exclusion, all powers conferred on trustees
by applicable law, unless expressly provided otherwise herein, provided, however, that
if an insurance policy is acquired or held at the direction of Bank as an asset of the
Trust, the Trustee shall have no power to name a beneficiary of the policy other than
the Trust, to assign the policy other than to a successor trustee, or to loan any
person (including the Bank) the proceeds of any borrowing against such policy.(f)
    
    Notwithstanding any powers granted to the Trustee pursuant to this Agreement
or to applicable law, the Trustee shall not have any power that could give this Trust
the objective of carrying on a business and dividing the gains therefrom, within the
meaning of section 301.7701-2 of the Procedure and Administrative Regulations
promulgated pursuant to the Internal Revenue Code.(g)
    
    The Trustee shall be entitled to conclusively rely upon written notice,
direction, instruction, certificate or other communication believed by it to be
genuine and to be signed by the proper person or persons.(h)
    
    Nothing contained in this Trust Agreement shall require the Trustee to risk
or expend its own funds in the performance of its duties hereunder. In the acceptance
and performance of its duties hereunder, the Trustee acts solely as trustee of the
Trust and not in its individual capacity, and all persons, other than Bank, having any
claim against the Trustee related to this Trust Agreement or the actions or agreements
of the Trustee contemplated hereby shall look solely to the Trustee for the payment or
satisfaction thereof, except to the extent that the Trustee has engaged in
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willful misconduct or gross negligence, or the Trustee has willfully breached its
obligation under this Trust Agreement.(i)
    
    The Trustee shall not be responsible for determining whether a Change in
Control (as hereinafter defined) has occurred. Bank will notify the Trustee of the
occurrence of a Change in Control, and the Trustee shall be entitled to rely
conclusively upon such notification for all purposes of a Change in Control hereunder
without any liability or further duty with respect thereto.(j)
    
    Any amendment or amendments that are or may be made to the Benefit Plans
shall not increase the Trustees duties hereunder without the express written consent
of the Trustee.
 SECTION IX
COMPENSATION AND EXPENSES OF TRUSTEE
  SECTION X
RESIGNATION AND REMOVAL OF TRUSTEE
 (a)
    
    The Trustee may resign at any time by written notice to the Bank, which shall
be effective thirty (30) days after receipt of such notice unless the Bank and the
Trustee agree otherwise, whether or not a successor has been appointed and qualifies.
The Trustee shall pay or deliver property to the successor trustee or the Bank (in
further trust, pending the appointment of a successor) as the case may be, at the end
of such period.(b)
    
    The Trustee may be removed by the Bank on sixty (60) days notice to the
Trustee or upon shorter notice accepted by the Trustee.
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A successor trustee may be removed by the Bank on ninety (90) days notice to such
successor trustee or upon shorter notice accepted by the successor trustee.(c)(1)
    
    If, at the time of a Change in Control (as defined herein), the then acting trustee
is an individual or entity, not independent of the Bank, the Board of Directors of the
Bank, as in existence immediately prior to the Change in Control, shall designate an
independent third party with corporate trustee powers to act as successor trustee and
upon such appointment, the trustee acting prior to such Change in Control shall
resign. The successor trustee appointed by the Board of Directors may not be removed
by the Bank for two (2) years following the date of such Change in Control.(2)
    
    If, at the time of a Change in Control (as defined herein), the Trustee
is, other than serving as trustee hereunder, an independent party with respect to
the Bank, the Trustee may not be removed by the Bank for the two (2) years
following the date of such a Change in Control. Such Trustee also may not be
removed by the Bank in anticipation of a Change in Control.(d)
    
    If the Trustee resigns at any time following a Change in Control, or if the
Trustee is removed by the Bank at any time following the expiration of the two (2)
year period (as described in Subpart (c) above) following a Change in Control, the
President of the Bank, as in existence immediately prior to a Change in Control, or in
the event such person is deceased, the Benefits Determiner, shall select a successor
trustee in accordance with the provisions of XI (a) hereof and such selection shall be
made on or before the effective date of the Trustees resignation or removal. In all
other instances of resignation or removal, the Bank shall select a successor trustee
in accordance with the provisions of XI (a) hereof, with such selection being made on
or before the effective date of the Trustees resignation or removal.(e)
    
    Upon resignation or removal of the Trustee and appointment of a successor
trustee, all assets shall subsequently be promptly transferred to the successor
trustee, in accordance with sub-section (a) hereof.
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(f)
    
    If the Trustee resigns or is removed under paragraph (a), (b), or (d) of this
Section X, a successor shall be appointed in accordance with Section XI hereof, with
such selection being made on or before the effective date of resignation or removal.
If no such appointment has been made, the Bank or the Trustee (as applicable) may
apply to a court of competent jurisdiction for appointment of a successor or for
instructions. Should the Trustee be required to apply to a court of competent
jurisdiction for such purpose, all expenses of the Trustee in connection with the
proceeding shall be allowed as administrative expenses of the Trust.
 SECTION XI
APPOINTMENT OF SUCCESSOR
 (a)
    
    If the Trustee resigns or is removed pursuant to the provisions of Section X
hereof, the Bank may appoint any third party, such as a bank trust department or other
party that may be granted corporate trustee powers under state law, to serve as
successor trustee hereunder. The appointment of a successor trustee shall be
effective when accepted in writing by the new trustee. The new trustee shall have all
of the rights and powers of the former trustee, including ownership rights in the
Trust assets. The former trustee shall execute any instrument necessary or reasonably
requested by the successor trustee to evidence the transfer.(b)
    
    The successor trustee need not examine the records and acts of any prior
Trustee and may retain or dispose of existing Trust assets, subject to Sections VII
and VIII hereof. The successor trustee shall not be responsible for and the Bank
shall indemnify and defend the successor trustee from any claim or liability resulting
from any action or inaction of any prior trustee from any other past event, or any
condition existing at the time it becomes successor trustee.
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SECTION XII
AMENDMENT OR TERMINATION
 (a)
    
    This Trust Agreement may be amended by a written instrument executed by the
Trustee and the Bank. Notwithstanding the foregoing, no such amendment shall conflict
with the terms of the Benefit Plans or shall make the Trust revocable.(b)
    
    The Trust shall not terminate until the Benefit Plans participants and their
beneficiaries are no longer entitled to any benefits pursuant to the terms of the
Benefit Plans. Upon termination of the Trust any assets remaining in the Trust shall
be returned to the Bank. Notwithstanding the foregoing, if at any time prior to the
termination of the Trust pursuant to the provisions set forth herein, the Trust has
distributed its entire corpus, the trust shall terminate unless within sixty (60) days
of notification to the Bank by the Trustee that all assets of the Trust have been
distributed, the Bank makes additional contributions to the Trust for purposes of
paying the benefits set forth herein.(c)
    
    Upon written approval of the Benefit Plans participants or beneficiaries
entitled to payment of benefits pursuant to the terms of the Benefit Plans, the Bank
may terminate this Trust prior to the time all benefit payments under the Benefit
Plans have been made. All assets in the Trust at termination shall, after payment of
all amounts due to the Trustee and all fees, taxes, expenses chargeable to the Trust,
be returned to the Bank.(d)
    
    Section(s) I (one), II (two), VI (six), X (ten) and XII (twelve) of this
trust Agreement may not be amended by the Bank (i) in anticipation of or (ii) for two
(2) years following a Change of Control, as defined herein.
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SECTION XIII
MISCELLANEOUS
 (a)
    
    Any provision of this Trust Agreement prohibited by law shall be ineffective
to the extent of any such prohibition, without invalidating the remaining provisions
hereof.(b)
    
    Benefits payable to the Benefit Plans participants and their beneficiaries
under this Trust Agreement may not be anticipated, assigned (either at law or in
equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy,
execution or other legal or equitable process.(c)
    
    This Trust Agreement shall be governed by and constructed in accordance with
the laws of the Commonwealth of Massachusetts. Nothing in this Trust Agreement shall
be construed to subject the Trust to the Employee Retirement Security Act of 1974, as
amended.(d)
    
    For purposes of this Trust, Change in Control shall mean and include the
following with respect to (i) the Bank or any successor thereto:
 (1)
    
    a change in control of a nature that would be required to be
reported in response to Item 1(a) of the current report on Form 8-K, as in
effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (hereinafter the Exchange Act); or(2)
    
    a change in control of the Bank within the meaning of 12
C.F.R. §225.41 of Regulation Y of the Federal Reserve Board; or(3)
    
    at such time as:
 (i)
    
    any person (as the term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
beneficial owner (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Bank representing Twenty
Five Percent (25%) or more of the combined voting power of the Banks
outstanding securities ordinarily having the right to vote at the
elections of directors, except for any stock purchased by the Banks
Employee Stock Ownership Plan and/or the trust under such plan; or
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(ii)
    
    individuals who constitute the Board of
Directors of the Bank on the date hereof (hereinafter the Incumbent
Board) cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to
the date hereof whose election was approved by a vote of at least
three-quarters of the directors comprising the Incumbent Board, or
whose nomination for election by the Banks nominating committee
which is comprised solely of members of the Incumbent Board, shall
be, for purposes of this clause (ii), considered as though he were a
member of the Incumbent Board; or(iii)
    
    merger, consolidation, or sale of all or
substantially all the assets of the Bank occurs; or(iv)
    
    a proxy statement is issued soliciting
proxies from the stockholders of the Bank by someone other than the
current management of the Bank, seeking stockholder approval of a
plan of reorganization, merger, or consolidation of the Bank with one
or more corporations as a result of which the outstanding shares of
the class of the Banks securities are exchanged for or converted
into cash or property or not issued by the Bank.
 (e)
    
    The Bank shall be required to notify the Trustee of a Change in Control or
imminent Change in Control (for these purposes, a Change in Control shall be imminent
if it shall occur within sixty (60) days from the date of said notice). The Trustee
shall not be charged with actual knowledge of a Change in Control until it has
received notice, in writing, of such Change in Control or imminent Change in Control.(f)
    
    Every direction or notice authorized hereunder shall be deemed delivered to
the Bank or the Trustee as the case may be:
 (i)
    
    on the date it is personally delivered to
the Bank or the Trustee at its respective principal executive
offices, or
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(ii)
    
    three (3) business days after it is sent by
registered or certified mail, postage prepaid, addressed to the Bank,
the Trustee or the benefits determiner at such principal executive
offices.
 (g)
    
    The Trustee shall be fully protected in relying upon a certification of an
authorized representative of the Bank with respect to any instruction, direction or
approval of the Bank required or permitted hereunder, and protected also in relying
upon the certification until a subsequent certification is filed with the Trustee.The Trustee shall be fully protected in acting upon any instrument, certificate, or
paper believed by it to be genuine and to be signed or presented by the proper
person or persons, and the Trustee shall be under no duty to make any investigation
or inquiry as to any statement contained in any such writing, but may accept the
same as conclusive evidence of the trust and accuracy contained therein.(h)
    
    The Bank has appointed Benmark, Inc. as the Benefits Determiner to
determine the manner and amount of payments to be made to the participant and/or the
beneficiary under the Agreement. The Bank may remove the Benefits Determiner at any
time by giving at least thirty (30) days prior written notice to the Benefits
Determiner. In the event that the Benefits Determiner fails to act or resigns, a
successor benefits determiner shall be:
 (i)
    
    selected by the Bank, if no Change in Control has occurred at
the Bank, or,(ii)
    
    selected jointly by the participant (or beneficiary, if the
participant is deceased) and the Trustee, if a Change in Control has occurred
at the Bank.
 (i)
    
    Communications under this Agreement shall be in writing and shall be sent to
the following addresses:
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Trustee:
    
    
    
    Tom NussbaumEastern Bank & Trust Company730 Hancock StreetQuincy, Massachusetts 02170Bank:
    
    
    
    Centra Bank, Inc.990 Elmer Prince Blvd.Morgantown, West Virginia 26505Benefits Determiner:
    
    
    
    Benmark, Inc.1100 Circle 75 ParkwaySuite 300Atlanta, GA 30339
 (j)
    
    This Trust Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which shall together constitute
only one agreement.
 SECTION XIV
EFFECTIVE DATE
   ATTEST:
    
    
    
    CENTRA BANK, INC.By:(Title)
 21




---



##### 



ATTEST:
    
    
    
    TRUSTEEBy:(Trustee)
 22