EX-4.1






Exhibit 4.1




15,000




CENTRA FINANCIAL HOLDINGS, INC.

a West Virginia corporation




Series A Cumulative Preferred Stock



THIS CERTIFIES THAT the United States Department of the Treasury is the owner of
Fifteen Thousand (15,000) FULLY PAID AND NON-ASSESSABLE SHARES OF THE SERIES A
CUMULATIVE PREFERRED STOCK, PAR VALUE $1 PER SHARE, LIQUIDATION VALUE $1000 PER
SHARE, OF CENTRA FINANCIAL HOLDINGS, INC., transferable in person or by duly
authorized attorney upon surrender of this Certificate properly endorsed. A full
statement of the designations, relative rights, variations in relative rights,
privileges, preferences and limitations of the Series A Cumulative Preferred Stock
and each other class of capital stock of Centra Financial Holdings, Inc., as set
forth in the Articles of Incorporation, Certificate of Designation and Resolutions
of the Board of Directors of the Company adopted pursuant thereto will be furnished
to any shareholder upon request and without charge, and the holder, by the
acceptance hereof, assents thereto and to the provisions of the Articles of
Incorporation, as amended and restated, the Certificate of Designation and
Resolutions of the Board of Directors of the Company and of the by-laws of the
Company, copies of which are on file with the Company and to any further amendments
to said Articles and by-laws.



WITNESS the seal of the Company and the signatures of its duly authorized officers,
this 16th day of January, 2009.




	 	 	 	 	 	 	 
	/s/ Douglas J. Leech
 

President

	 	 	 	/s/ Timothy P. Saab
 

Secretary
	 	 






 









 






THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR
OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.



THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS
OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE
A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITES REPRESENTED BY THIS
INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION
5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE
SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS
THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE
SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT
TO ANY OTHER AVIALABLE EXEMPTION FORM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO
THE EFFECT OF THIS LEGEND.



THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER
PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE
SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH
THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER
TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.



For Value Received,                      hereby sell, assign and transfer unto



     
   
            
             
       




        
            
                 
   
                 
   
                 
   
                 
   
                 
   
                 
   
      


 Shares represented by the within Certificate, and do hereby
irrevocably constitute




 









 







and appoint                                                             
              
       Attorney to transfer the
said
Shares on the books of the within named Corporation with full power of substitution
in the premises.



Dated                                          A.D. 20___



In the presence of