**Exhibit 10.23****EXECUTIVE SALARY CONTINUATION AGREEMENT**     THIS AGREEMENT, made and entered into this 24th day of January, 2001, by andbetween Centra Bank, Inc., a bank organized and existing under the laws of the State of WestVirginia (hereinafter referred to as the “Bank”), and Kevin D. Lemley an Executive of the Bank(hereinafter referred to as the “Executive”).**WITNESSETH:**     WHEREAS, the Executive has been and continues to be a valued Executive of the Bank, andis now serving the Bank; and     WHEREAS, First Banc Securities, Inc. and the Executive are parties to a SalaryContinuation Agreement dated the 28th day of November, 1989 between First BancSecurities, Inc. and Kevin D. Lemley that provides for the payment of certain benefits. ThisExecutive Supplemental Retirement Plan Agreement and the benefits provided hereunder shall replaceand supercede the existing Salary Continuation Agreement and the benefits provided thereby;     WHEREAS, it is the consensus of the Board of Directors (hereinafter referred to as the“Board”) that the Executive’s services to the Bank in the past have been of exceptional merit andhave constituted an invaluable contribution to the general welfare of the Bank in bringing the Bankto 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 services 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 theExecutive’s remaining in the Bank’s employment during the Executive’s lifetime or until the age ofretirement;     WHEREAS, it is the desire of the Bank that the Executive’s services 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 the Executive’s beneficiary(ies) in the event of the Executive’s death pursuant tothis 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 RetirementSecurity Act of 1974, as amended (“ERISA”). The Executive is fully advised of the Bank’s financialstatus and has had substantial input in the design and operation of this benefit plan; and     NOW, THEREFORE, in consideration of services performed in the past and to be performed in thefuture as well as of the mutual promises and covenants herein contained it is agreed as follows:**I.** **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.**II.** **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.**III.** **RETIREMENT DATE AND NORMAL RETIREMENT AGE** 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 December 31st nearest theExecutive’s sixty-fifth (65th) birthday, unless by action of the Boardof Directors this period of 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).
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 C. Early Retirement Age:Early Retirement Age shall be the date the Executive retires, provided theExecutive attains age fifty-five (55).**IV.** **RETIREMENT BENEFIT, EARLY RETIREMENT BENEFIT AND POST-RETIREMENT DEATH BENEFIT**(i) Retirement Benefit: Upon the Executives Retirement Date (Subparagraph III [A]),the Bank, commencing with the first day of the month following the date of such retirement,shall pay the Executive an annual benefit equal to Thirty-Five Thousand Dollars andNo/00ths ($35,000.00). Said benefit shall be paid in equal monthly installments (1/12 ofthe annual benefit) for a period of one hundred twenty (120) months.(ii) Early Retirement Benefit: If the Executive shall retire early (SubparagraphIII [C]), then the Bank, commencing with the first day of the month following the date ofsuch early retirement, shall pay the Executive an annual benefit equal to the annualbenefit set forth in Exhibit A, attached hereto and fully incorporated herein by reference,that corresponds to the Executive’s age at the time of said early retirement. Said benefitshall be paid in equal monthly installments (1/12 of the annual benefit) for a period ofone hundred twenty (120) months.(iii) Post-Normal Retirement Death Benefit: If the Executive has retired fromactive service with the Bank under the terms and provisions of Subparagraphs III (A) and IV(i), and less than one hundred twenty (120) such monthly payments have been made prior tothe death of the Executive, then the Bank shall either, at the discretion of the Bank,continue such monthly payments to the individual or individuals the Executive may havedesignated in writing and filed with the Bank until the full number of one hundred twenty(120) monthly payments have been made, or make the total amount of said payment due in alump sum reduced to present value as set forth in Subparagraph XI (K) to saidbeneficiary(ies). In the absence of any effective beneficiary designation, any suchamounts becoming due and payable upon the death of the Executive shall be payable to theduly qualified executor or administrator of the Executive’s estate. Said payments duehereunder shall begin the first day of the second month following the decease of theExecutive.(iv) Post-Early Retirement Death Benefit: If the Executive has retired early fromactive service with the Bank under the terms and provisions of Subparagraphs III (C) and IV(ii), and less than one hundred twenty (120) such monthly payments have been made prior tothe death of the Executive, then the Executive’s beneficiary(ies) shall be entitled to anamount equal to the remaining annual payments due times the annual retirement benefit that the Executive would
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have received had the Executive retired at Normal Retirement Age as set forth in Exhibit A. Forexample, if the Executive has received two (2) annual payments in accordance with his earlyretirement age and his early retirement benefit, and there are eight (8) annual paymentsremaining, and the Executive dies, then the Executive’s beneficiary(ies) would be entitledto an amount equal to the remaining number of payments due (i.e. 8) times that amount thatthe Executive would have received had the Executive retired at Normal Retirement Age as setforth on Exhibit A (i.e. $35,000.00). Therefore, the total benefit to be received underthe terms of this subparagraph by way of example only would beTwo Hundred and Eighty Thousand Dollars ($280,000.00), payable as set forth hereinbelow.The Bank shall either, at the discretion of the Bank, continue monthly payments to theindividual or individuals the Executive may have designated in writing and filed with theBank until the full number of one hundred twenty (120) monthly payments have been made, ormake the total amount of said payment due as set forth in this subparagraph in a lump sumreduced to present value as set forth in Subparagraph XI (K) to said beneficiary(ies). Inthe absence of any effective beneficiary designation, any such amounts becoming due andpayable upon the death of the Executive shall be payable to the duly qualified executor oradministrator of the Executive’s estate. Said payments due hereunder shall begin the firstday of the second month following the decease of the Executive.**V.** **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 (or such later date as may be agreed upon), the Bank will pay an annual benefit equalto the annual benefit set forth in Subparagraph IV (i) herein in either, at the discretionof the Bank, a lump sum reduced to present value as set forth in Subparagraph XI (K) or inequal monthly installments (1/12 of the annual benefit) for a period of one hundred twenty(120) months to such individual or individuals as the Executive may have designated inwriting and filed with the Bank. In the absence of any effective beneficiary designation,any such amounts becoming due and payable upon the death of the Executive shall be payableto the duly qualified executor or administrator of the Executive’s estate. Said paymentsdue hereunder shall begin the first day of the second month following the decease of theExecutive.**VI.** **BENEFIT ACCOUNTING**   The Bank shall account for this benefit using the regulatory accounting principles of theBank’s primary federal regulator. The Bank shall establish an accrued liability retirement account for the Executive into which appropriate reserves shall beaccrued.
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**VII.** **VESTING**   The Executive shall not be vested in any benefits provided herein until the Executiveretires, early or otherwise, or dies while employed by the Bank. Upon said retirement ordeath, the Executive, or the Executive’s beneficiary, shall be entitled to one hundredpercent (100%) of the benefit provided in this agreement accordingly.**VIII.** **OTHER TERMINATION OF EMPLOYMENT**   Subject to Subparagraph VIII (i) hereinbelow, in the event that the employment of theExecutive shall terminate prior to retirement, as provided in Paragraph III, 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 theExecutive shall not be entitled to any benefit hereunder.(i) Discharge for Cause: In the event the Executive shall be dischargedfor cause at any time, all benefits provided herein shall be forfeited. The term“for cause” shall mean any of the following that result in an adverse effect on theBank: (i) gross negligence or gross neglect; (ii) the commission of a felony orgross misdemeanor involving moral turpitude, fraud, or dishonesty; (iii) thewillful violation of any law, rule, or regulation (other than a traffic violationor similar offense); (iv) an intentional failure to perform stated duties; or (v) abreach of fiduciary duty involving personal profit. If a dispute arises as todischarge “for cause,” such dispute shall be resolved by arbitration as set forthin this Executive Plan.**IX.** **CHANGE OF CONTROL**   Change of Control shall be deemed to be the cumulative transfer of more than fifty percent(50%) of the voting stock of the Bank from the date of this Agreement. For the purposes ofthis Agreement, transfers made on account of deaths or gifts, transfers between familymembers or transfers to a qualified retirement plan maintained by the Bank shall not beconsidered in determining whether there has been a change in control. Upon a Change ofControl, if the Executive subsequently suffers a Termination of Service (voluntary orinvoluntary), except for cause, then the Executive shall have the option, said option to beexercised one (1) year prior to the receipt of said benefits, to receive either thebenefits in Paragraph IV(ii) at Early Retirement Age (Subparagraph III[C]), or the benefits in Paragraph IV(i) herein, upon attaining Normal Retirement Age(Subparagraph III [B]), as if the Executive had been continuously employed by the Bankuntil either said Early Retirement Age or Normal Retirement Age.
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**X.** **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 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.**XI.** **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.
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 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 agrees, in writing, to assume and discharge the duties andobligations of the Bank under this Executive Plan. This Executive Plan shall bebinding upon the parties hereto, their successors, beneficiaries, heirs andpersonal representatives. C. Amendment or Revocation:It is agreed by and between the parties hereto that, during the lifetime of theExecutive, this Executive Plan may be amended or revoked at any time or times, inwhole or in part, by the mutual written consent of the Executive 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 validity and interpretation of this Agreement shall be governed by the laws ofthe State of West Virginia.
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 H. 12 U.S.C. § 1828(k):Any payments made to the Executive pursuant to this Executive Plan, or otherwise,are subject to and conditioned upon their compliance with 12 U.S.C. § 1828(k) orany regulations promulgated thereunder. I. 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. J. 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. K. Present Value:All present value calculations under this Agreement shall be based on the followingdiscount rate:       Discount Rate: The discount rate as used in the FASB 87 calculations for theExecutive Plan. L. Supersede and Entire Agreement:    This Agreement shall supersede the Salary Continuation Agreement dated the28th day of November, 1989, and shall constitute the entire agreement ofthe parties pertaining to this particular Executive Supplemental Retirement PlanAgreement.**XII.** **ERISA PROVISION** A. Named Fiduciary and Plan Administrator:The “Named Fiduciary and Plan Administrator” of this Executive Plan shall be CentraBank, Inc. until its resignation or removal by the Board.
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As Named Fiduciary and Plan Administrator, the Bank shall be responsible for themanagement, control and administration of the Executive Plan. The Named Fiduciarymay delegate to others certain aspects of the management and operationresponsibilities of the Executive Plan including the employment of advisors and thedelegation of ministerial duties to qualified individuals. B. Claims Procedure and Arbitration: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-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 they 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 include reference to specific provisions of the Plan Agreement upon whichthe decision is based.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 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.
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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.**XIII.** **TERMINATION OR MODIFICATION OF AGREEMENT BY REASONOF 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 (Paragraph IX), this paragraph shall become null and void effectiveimmediately upon said Change of Control.**XIV.** **COVENANT NOT TO COMPETE**   During any period in which the Executive receives a benefit pursuant to this Agreement, theExecutive will not directly or indirectly, either as a principal, agent, employee,employer, stockholder, co-partner or in any other individual or representative capacitywhatsoever, engage in the banking and financial services business, which includes consumer,savings, commercial banking and the insurance and trust businesses, or the savings and loanor mortgage banking business, or any other business in which the Bank or its Affiliates areengaged, anywhere in the State of West Virginia or in any other county in which the Bankdoes business and any county contiguous to such county, nor will the Executive solicit, orassist any other person in so soliciting, any depositors or customers of the Bank or itsAffiliates or induce any then or former employee of the Bank or its Affiliates to terminatetheir employment with the Bank or its Affiliates. The term “Affiliate” as used in thisAgreement means a Person that directly or indirectly through one or more intermediaries,controls, or is controlled by, or is under common control with, another Person. The term“Person” as used in this Agreement means any person, partnership, corporation, group orother entity.**XV.** **EFFECTIVE DATE**   The Effective Date of this Agreement shall be January 1, 2001.     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.(SIGNATURES CONTINUED ON THE FOLLOWING PAGE)
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             **CENTRA BANK, INC.**