EX-10.17 EMPLOYMENT AND CHANGE-OF-CONTROL AGREEMENT

Exhibit 10.17

EMPLOYMENT AND CHANGE-OF-CONTROL AGREEMENT

           THIS EMPLOYMENT AND CHANGE-OF-CONTROL AGREEMENT (“Agreement”) made as of the 15th day of August, 2005, by and between CENTRA BANK, INC. , a West Virginia corporation (“Employer”), and John T. Fahey (“Employee”), joined in by CENTRA FINANCIAL HOLDINGS, INC. , a West Virginia corporation (“Centra Financial”), and by CENTRA FINANCIAL CORPORATION-MORGANTOWN, INC. , a West Virginia corporation (“CFC”).

WITNESSETH THAT:

           WHEREAS , Employer desires to retain the services of Employee as its Vice President, and Employee is willing to make his or her services available to Employer, on the terms and subject to the conditions set forth herein; and

           WHEREAS, Employee acknowledges that this Agreement is a benefit to him or her, that this Agreement is not required for continued employment with Employer or any affiliate and that Employee is executing this Agreement voluntarily and of his or her free will and volition.

           NOW, THEREFORE , in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

           1. Employment . Employee is hereby employed as Vice President, to have such duties and responsibilities as are commensurate with such position. Employee hereby accepts and agrees to such employment, subject to the general supervision and pursuant to the orders, advice, and direction of Employer and its Board of Directors. Employee shall perform such duties as are customarily performed by one holding such position in other same or similar businesses or enterprises as that engaged in by Employer, and shall also additionally render such other services and duties as may be reasonably assigned to him or her from time to time by Employer, consistent with his position.

           2. Term of Agreement . The term of this Agreement (Term) shall commence from and after the date hereof, and shall terminate on the day next preceding the second anniversary of the date hereof.

           3. Compensation; Other Benefits .

                a. For all services rendered by Employee to Employer under this Agreement, Employer shall pay to Employee, for the two-year period beginning on the date hereof, an annual salary of $70,000, payable in accordance with the payroll practices of Employer applicable to all officers. This salary may be reviewed for an increase sooner if approved by Employee’s Board of Directors. Any salary increase payable to Employee shall be determined based on a review of Employee’s total compensation package, Employer’s performance, the performance of Employee and market competitiveness. Employee’s annual salary, as it may be adjusted from

time to time, will be his or her base salary for purposes of future calculations of benefits. The base salary for purposes of future calculation of benefits may not be reduced.

               b. Except as modified by this Agreement, Employee shall be entitled to participate in all compensation or employee benefit plans or programs for which Employee may legally be eligible. Employee shall be entitled to four (4) weeks of vacation per year.

               c. Employer shall pay or reimburse Employee for all reasonable travel and other expenses incurred by Employee (and his or her spouse where there is a legitimate business reason for his or her spouse to acCompany him or her) in connection with the performance of his or her duties and obligations under this Agreement, subject to Employee’s presentation of appropriate vouchers in accordance with such procedures as Employer may from time to time establish for executive officers generally.

           4. Termination .

               a. Termination of Employment . Except for Just Cause, in the event that Employee shall suffer a termination of employment by Employer or a material change in title, position, status, pay or benefits, location of employment or authority or duties, the Employee shall be entitled to receive two year’s compensation, including base salary for purposes of benefit calculation, and customary and usual incentives and bonuses (based on the average of the incentives and bonuses paid to Employee during or for the previous two full years, or if less than two full years the amount of said incentives and bonuses so paid divided by two, prior to termination) payable to Employee within ninety (90) days after termination, and all benefits as set forth in this Agreement, including the benefits provided for in Section 3 hereof, will continue to be paid by Employer for a period of two (2) years. At the time of said termination, this Agreement shall terminate and the Employer shall be obligated to make the payments as set forth in this Subsection 4(a) as severance compensation to the Employee. Provided, however, that the payments provided for herein shall not be payable to Employee in the event of voluntary termination by Employee, except on an occurrence of a Change of Control as provided for in Section 4(d) and a voluntary termination by Employee following a material change in title, position, status, pay or benefits, location of employment or authority or duties by Employer without Just Cause.

               b.  Death . If Employee shall die during the Term, this Agreement and the employment relationship hereunder will automatically terminate on the date of death, which date shall be the last date of the Term. Notwithstanding this Subsection 4(b), if Employee dies while employed by Employer, Employee’s estate shall receive Employee’s Compensation as defined in Section 3 herein for a period of two years. If the Employee shall die while terminated from the Bank and is receiving payments as set forth in Subsection 4(a) hereinabove, then the Employee’s beneficiaries shall, at their option, be entitled to receive the remainder of payments due hereunder in a lump sum. Said amount shall be payable on the first day of the second month following the decease of the Employee.

               c.  Just Cause . Employer shall have the right to terminate Employee’s employment under this Agreement at any time for Just Cause, which termination shall be effective immediately. Termination for “Just Cause” shall be defined as (i) the willful and/or continued failure of Employee to perform substantially his or her duties with the Employer to the Employer’s reasonable satisfaction (other than any such failure resulting from Employee’s incapacity due to illness), (ii) the willful engaging by Employee in illegal conduct, personal dishonesty, gross personal misbehavior, or gross misconduct that is demonstrably injurious to Employer, Centra Financial, or CFC, (iii) the Employee’s conviction of, or plea of guilty or nolo contendere to, a felony involving moral turpitude, (iv) breach of any fiduciary duty involving personal profit, (v) failure to pass any legal drug test given by or on behalf of the Employer pursuant to a drug testing policy applicable to Employer’s employees generally, or (vi) a material breach by Employee of this Agreement or any employment agreement with Employer. In the event Employee’s employment under this Agreement is terminated for Just Cause, Employee shall have no right to receive compensation or other benefits under this Agreement for any period after such termination.

               d.  Change of Control . In the event of a Change of Control (as defined below) of Employer at any time after the date hereof, and there is a termination as defined in Section 4(a) within 24 months after the Change of Control, Employee shall be entitled to receive any compensation due but not yet paid through the date of termination and all compensation and benefits as set forth in Section 4(a) of this Agreement payable within ninety (90) days following such termination.

               A “Change of Control” shall be deemed to have occurred if