EX-10.3





Exhibit 10.3

PENDLETON COMMUNITY BANK, INC.

Officer Supplemental Retirement Agreement




Prepared 01-30-06




© 2006 Clark Consulting



This document is provided to assist your legal counsel in documenting your specific arrangement.
The laws of the various states may differ considerably, and this specimen is for general
information only. It is not a form to be signed, nor is it to be construed as legal advice.
Failure to accurately document your arrangement could result in significant losses, whether from
claims of those participating in the arrangement, from the heirs and beneficiaries of participants,
or from regulatory agencies such as the Internal Revenue Service, the Department of Labor, or bank
examiners. License is hereby granted to your legal counsel to use these materials in documenting
solely your arrangement.



In general, if your bank is subject to SEC regulation, implementation of this or any other
executive or director compensation program may trigger rules requiring certain disclosures on Form
8-K within four days of implementing the program. Consult with your SEC attorney, if applicable,
to determine your responsibilities under the disclosure rules.




IMPORTANT NOTICE ON CODE SECTION 409A COMPLIANCE



Consult with your legal and tax advisors to determine the impact of the new Internal Revenue Code
Section 409A to your particular situation. The Treasury Department on September 29th,
2005 issued proposed regulations implementing the requirements of Section 409A which apply to
nonqualified deferred compensation arrangements. The effective date for the proposed regulations
is January 1, 2007; however, they can be fully relied upon by plan sponsors until the regulations
become final.




 









 





PENDLETON COMMUNITY BANK, INC.

OFFICER SUPPLEMENTAL RETIREMENT AGREEMENT




     THIS OFFICER SUPPLEMENTAL RETIREMENT AGREEMENT (the “Agreement”) is adopted this 4thth day of
June, 2008, by and between THE PENDLETON COMMUNITY BANK, INC., a commercial bank located in
Franklin, West Virginia (the “Bank”) and WILLIAM A. LOVING, JR. (the “Executive”).



     The purpose of this Agreement is to provide specified benefits to the Executive, a member of a
select group of management or highly compensated employees who contribute materially to the
continued growth, development, and future business success of the Bank. This Agreement shall be
unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security
Act of 1974 (“ERISA”), as amended from time to time.



Article 1

Definitions




     Whenever used in this Agreement, the following words and phrases shall have the meanings
specified:




	1.1	 	“Beneficiary” means each designated person, or the estate of the deceased Executive,
entitled to benefits, if any, upon the death of the Executive determined pursuant to Article
4.

	 
	1.2	 	“Beneficiary Designation Form” means the form established from time to time by the
Plan Administrator that the Executive completes, signs, and returns to the Plan Administrator
to designate one or more Beneficiaries.

	 
	1.3	 	“Board” means the Board of Directors of the Bank as from time to time constituted.

	 
	1.4	 	“Change in Control” means a change in the ownership or effective control of the Bank,
or in the ownership of a substantial portion of the assets of the Bank, as such change is
defined in Section 409A of the Code and regulations thereunder.

	 
	1.5	 	“Code” means the Internal Revenue Code of 1986, as amended.

	 
	1.6	 	“Distribution Election Form” means the form established from time to time by the Plan
Administrator that the Executive completes, signs and returns to the Plan Administrator to
designate the time and form of distribution.

	 
	1.7	 	“Early Termination” means Separation from Service before Normal Retirement Age for
reasons other than death, Termination for Cause, or following a Change in Control.

	 
	1.8	 	“Effective Date” means January 1, 2008.





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	1.9	 	“Normal Retirement Age” means the Executive attaining age sixty-five (65).

	 
	1.10	 	“Normal Retirement Date” means the later of Normal Retirement Age or Separation from
Service.

	 
	1.11	 	“Plan Administrator” means the plan administrator described in Article 6.

	 
	1.12	 	“Plan Year” means 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
Agreement and end on the following December 31.

	 
	1.13	 	“Schedule A” means the schedule attached to this Agreement and made a part hereof.
Schedule A shall be updated upon a change in any of the benefits under Articles 2 or 3.

	 
	1.14	 	“Separation from Service” means the termination of the Executive’s employment with
the Bank for reasons other than death. Whether a Separation from Service takes place is
determined based on the facts and circumstances surrounding the termination of the Executive’s
employment and whether the Bank and the Executive intended for the Executive to provide
significant services for the Bank following such termination. A termination of employment
will not be considered a Separation from Service if:







	 	(a)	 	the Executive continues to provide services as an employee of the Bank at an
annual rate that is twenty percent (20%) or more of the services rendered, on average,
during the immediately preceding three full calendar years of employment (or, if
employed less than three years, such lesser period) and the annual remuneration for
such services is twenty percent (20%) or more of the average annual remuneration earned
during the final three full calendar years of employment (or, if less, such lesser
period), or

	 
	 	(b)	 	the Executive continues to provide services to the Bank in a capacity other
than as an employee of the Bank at an annual rate that is fifty percent (50%) or more
of the services rendered, on average, during the immediately preceding three full
calendar years of employment (or if employed less than three years, such lesser period)
and the annual remuneration for such services is fifty percent (50%) or more of the
average annual remuneration earned during the final three full calendar years of
employment (or if less, such lesser period).







	1.15	 	“Specified Employee” means a key employee (as defined in Section 416(i) of the Code
without regard to paragraph 5 thereof) of the Bank if any stock of the Bank is publicly traded
on an established securities market or otherwise.

	 
	1.16	 	“Termination for Cause” means Separation from Service for:







	 	(a)	 	Gross negligence or gross neglect of duties to the Bank as determined in good
faith by the Board following two weeks’ written notice of such gross negligence or
gross neglect and a reasonable opportunity for Executive to cure; or





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	 	(b)	 	Conviction of a felony or of a gross misdemeanor involving moral turpitude in
connection with the Executive’s employment with the Bank; or

	 
	 	(c)	 	Fraud, disloyalty, dishonesty or willful violation of any law or significant
Bank policy committed in connection with the Executive’s employment and resulting in a
material adverse effect on the Bank.






Article 2

Distributions During Lifetime





	2.1	 	Normal Retirement Benefit. Upon the Normal Retirement Date, the Bank shall
distribute to the Executive the benefit described in this Section 2.1 in lieu of any other
benefit under this Article.







	 	2.1.1	 	Amount of Benefit. The annual benefit under this Section 2.1 is
Fifty-Four Thousand Six Hundred Sixty-Three Dollars ($54,663).

	 
	 	2.1.2	 	Distribution of Benefit. The Bank shall distribute the annual benefit
to the Executive in twelve (12) equal monthly installments commencing on the first day
of the month following Separation from Service. The annual benefit shall be
distributed to the Executive for fifteen (15) years.







	2.2	 	Early Termination Benefit. Upon Early Termination, the Bank shall distribute 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. The annual benefit under this Section 2.2 is the
Early Termination Benefit set forth on Schedule A.

	 
	 	2.2.2	 	Distribution of Benefit. The Bank shall distribute the annual benefit
to the Executive in twelve (12) equal monthly installments commencing on the first day
of the month following Normal Retirement Age. The annual benefit shall be distributed
to the Executive for fifteen (15) years..







	2.3	 	Change in Control Benefit. If the Agreement has not been sooner terminated pursuant
to Section 8.3, upon a Change in Control followed by the Executive’s Separation from Service,
the Bank shall distribute to 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. The annual benefit under this Section 2.3 is
Fifty-Four Thousand Six Hundred Sixty-Three Dollars ($54,663).

	 
	 	2.3.2	 	Distribution of Benefit. The Bank shall distribute the annual benefit
to the Executive in twelve (12) equal monthly installments commencing on the first day
of the month following Normal Retirement Age. The annual benefit shall be distributed
to the Executive for fifteen (15) years.





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	 	2.3.3	 	Excess Parachute Payment Gross-up. If any benefit payable under this
Agreement, the Pendleton Community Bank, Inc. Executive Performance Driven Plan, the
Bank’s Change in Control Plan, or any arrangement similar to the foregoing would create
an excise tax under the excess parachute rules of Section 280G of the Code, the Bank
shall pay to the Executive an additional amount (the “Gross-up”) equal to:






the Executive’s excise penalty tax amount

divided by

the sum of (one minus the sum of the penalty tax rate plus the Executive’s 

marginal income tax rate)





The Gross-up shall (i) be paid in a lump sum at the time such excise tax, if any,
becomes payable by the Executive and (ii) reduced by any similar benefit the Bank
pays to the Executive under any other plan or arrangement.




	2.4	 	Restriction on Timing of Distribution.  Notwithstanding any provision of this
Agreement to the contrary, if the Executive is considered a Specified Employee at Separation
from Service under such procedures as established by the Bank in accordance with Section 409A
of the Code, benefit distributions that are made upon Separation from Service may not commence
earlier than six (6) months after the date of such Separation from Service. Therefore, in the
event this Section 2.4 is applicable to the Executive, any distribution or series of
distributions to be made due to a Separation from Service shall commence no earlier that the
first day of the seventh month following the Separation from Service.

	 
	2.5	 	Distributions Upon Income Inclusion Under Section 409A of the Code. Upon the
inclusion of any portion of the Account Value into the Executive’s income as a result of the
failure of this non-qualified deferred compensation plan to comply with the requirements of
Section 409A of the Code, to the extent such tax liability can be covered by the Executive’s
vested Account Value, a distribution shall be made as soon as is administratively practicable
following the discovery of the plan failure.

	 
	2.6	 	Change in Form or Timing of Distributions.  For distribution of benefits under this
Article 2, the Executive and the Bank may, subject to the terms of Section 8.1, amend the
Agreement to delay the timing or change the form of distributions.  Any such amendment:

	 






	 	(a)	 	may not accelerate the time or schedule of any distribution,
except as provided in Section 409A of the Code and the regulations thereunder;

	 
	 	(b)	 	must, for benefits distributable under Sections 2.1, 2.2, and
2.3 delay the commencement of distributions for a minimum of five (5) years
from the date the first distribution was originally scheduled to be made;
and

	 
	 	(c)	 	must take effect not less than twelve (12) months after the
amendment is made.





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Article 3

Distribution at Death





	3.1	 	Death During Active Service. If the Executive dies while in the active service of
the Bank, the Bank shall distribute to the Beneficiary the benefit described in this Section
3.1. This benefit shall be distributed in lieu of the benefits under Article 2.







	 	3.1.1	 	Amount of Benefit. The annual benefit under this Section 3.1 is
Fifty-Four Thousand Six Hundred Sixty-Three Dollars ($54,663).

	 
	 	3.1.2	 	Distribution of Benefit. The Bank shall distribute the benefit to the
Beneficiary in twelve (12) equal monthly installments for fifteen (15) years commencing
within thirty (30) days following receipt by the Bank of the Executive’s death
certificate.







	3.2	 	Death During Distribution of a Benefit. If the Executive dies after any benefit
distributions have commenced under this Agreement but before receiving all such distributions,
the Bank shall distribute to the Beneficiary the remaining benefits at the same time and in
the same amounts that would have been distributed to the Executive had the Executive survived;
provided, however, for benefits payable under Sections 2.1, 2.2 or 2.3, if the Executive has
received less than fifteen (15) equal consecutive monthly installments, the Beneficiary shall
continue to receive the same amounts and at the same time until the sum of the installments to
the Beneficiary and Executive equal 

fifteen (15).

	 
	3.3	 	Death After Separation from Service But Before Benefit Distributions Commence. If
the Executive is entitled to benefit distributions under this Agreement, but dies prior to the
commencement of said benefit distributions, the Bank shall distribute to the Beneficiary the
same benefits that the Executive was entitled to prior to death except that the benefit
distributions shall commence within thirty (30) days following receipt by the Bank of the
Executive’s death certificate for a total of fifteen (15) equal consecutive monthly
installments.






Article 4

Beneficiaries





	4.1	 	Beneficiary. The Executives shall have the right, at any time, to designate a
Beneficiary(ies) to receive any benefit distributions under this Agreement upon the death of
the Executive. The Beneficiary designated under this Agreement may be the same as or
different from the beneficiary designation under any other plan of the Bank in which the
Executive participates.

	 
	4.2	 	Beneficiary Designation: Change. The Executives shall designate a Beneficiary by
completing and signing the Beneficiary Designation Form, and delivering it to the Plan
Administrator or its designated agent. The Executive’s beneficiary designation shall be
deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive
names a spouse as Beneficiary and the marriage is subsequently dissolved. The





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	 	 	Executives hall have the right to change a Beneficiary by completing, signing and otherwise
complying with the terms of the Beneficiary Designation Form and the Plan Administrator’s
rules and procedures, as in effect from time to time. Upon the acceptance by the Plan
Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously
filed shall be cancelled. The Plan Administrator shall be entitled to rely on the last
Beneficiary Designation Form filed by the Executive and accepted by the Plan Administrator
prior to the Executive’s death.

	 
	4.3	 	Acknowledgment. No designation or change in designation of a Beneficiary shall be
effective until received, accepted and acknowledged in writing by the Plan Administrator or
its designated agent.

	 
	4.4	 	No Beneficiary Designation. If the Executive dies without a valid beneficiary
designation, or if all designated Beneficiaries predecease the Executive, then the Executive’s
spouse shall be the designated Beneficiary. If the Executive has no surviving spouse, the
benefits shall be made to the personal representative of the Executive’s estate.

	 
	4.5	 	Facility of Distribution. If the Plan Administrator determines in its discretion
that a benefit is to be distributed 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 shall be a
distribution for the account of the Executive and the Executive’s Beneficiary, as the case may
be, and shall be a complete discharge of any liability under the Agreement for such
distribution amount.






Article 5

General Limitations





	5.1	 	Termination for Cause. Notwithstanding any provision of this Agreement to the
contrary, the Bank shall not distribute any benefit under this Agreement if the Executive’s
employment with the Bank is terminated due to a Termination for Cause.

	 
	5.2	 	Suicide or Misstatement. No benefits shall be distributed if the Executive commits
suicide within two years after the Effective Date of this Agreement, or if an insurance
company which issued a life insurance policy covering the Executive and owned by the Bank
denies coverage (i) for material misstatements of fact made by the Executive on an application
for such life insurance, or (ii) for any other reason.

	 
	5.3	 	Removal. Notwithstanding any provision of this Agreement to the contrary, the Bank
shall not distribute any benefit under this Agreement if the Executive is subject to a final
removal or prohibition order issued by an appropriate federal banking agency pursuant to
Section 8(e) of the Federal Deposit Insurance Act.





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Article 6

Administration of Agreement





	6.1	 	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 administer this Agreement according to its
express terms and 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 to the extent the exercise of such discretion and
authority does not conflict with Section 409A of the Code and regulations thereunder.

	 
	6.2	 	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.

	 
	6.3	 	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 final and conclusive and binding upon all persons having any interest in
the Agreement.

	 
	6.4	 	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.

	 
	6.5	 	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 the retirement, Disability, death, or Separation
from Service of the Executive, and such other pertinent information as the Plan Administrator
may reasonably require.

	 
	6.6	 	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.






Article 7

Claims And Review Procedures





	7.1	 	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:





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	 	7.1.1	 	Initiation – Written Claim. The claimant initiates a claim by
submitting to the Plan Administrator a written claim for the benefits. If such a claim
relates to the contents of a notice received by the claimant, the claim must be made
within sixty (60) days after such notice was received by the claimant. All other
claims must be made within one hundred eighty (180) days of the date on which the event
that caused the claim to arise occurred. The claim must state with particularity the
determination desired by the claimant.

	 
	 	7.1.2	 	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.

	 
	 	7.1.3	 	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.







	7.2	 	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:







	 	7.2.1	 	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.

	 
	 	7.2.2	 	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 





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	 	 	 	ERISA regulations) to the claimant’s claim for benefits.

	 
	 	7.2.3	 	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.

	 
	 	7.2.4	 	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.

	 
	 	7.2.5	 	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:







	 	(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 8

Amendments and Termination





	8.1	 	Amendments. This Agreement may be amended only by a written agreement signed by the
Bank and the Executive. However, the Bank may unilaterally amend this Agreement to conform
with written directives to the Bank from its auditors or banking regulators or to comply with
legislative or tax law, including without limitation Section 409A of the Code and any and all
regulations and guidance promulgated thereunder.

	 
	8.2	 	Termination Generally. This Agreement may be terminated only by a written agreement
signed by the Bank and the Executive. The benefit shall be the Early Termination Benefit as of
the date the Agreement is terminated. Except as provided in Section 8.4, the termination of
this Agreement shall not cause a distribution of benefits under this Agreement. Rather, upon
such termination benefit distributions will be made at the earliest distribution event
permitted under Article 2 or Article 3.





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	8.3	 	Change in Control Termination. Upon a Change in Control, the Bank will seek, by
written request at least five (5) business days prior to the Change in Control, to have the
successor, by written agreement, assent to the terms of this Agreement as then in effect and
agree to continue the Agreement and fulfill the Bank’s obligations hereunder. Such assent
shall also constitute assent the terms of and agreement to continue and fulfill all the Bank’s
arrangements which are substantially similar to the Agreement, including but not limited to
the Pendleton Community Bank, Inc. Executive Performance Driven Plan. The successor’s failure
to furnish such assent at least three (3) business days prior to the Change in Control shall
constitute a termination of the Plan notwithstanding anything herein to the contrary and the
Executive’s benefit shall be distributed in a lump sume accordance with Section 8.4.

	 
	8.4	 	Terminations Under Section 409A. Notwithstanding anything to the contrary in Section
8.2, if the Bank terminates this Agreement in the following circumstances:







	 	(a)	 	Within thirty (30) days before, or twelve (12) months after a Change in
Control, provided that all distributions are made no later than twelve (12) months
following such termination of the Agreement and further provided that all the
Bank’s arrangements which are substantially similar to the Agreement are
terminated so the Executive and all participants in the similar arrangements are
required to receive all amounts of compensation deferred under the terminated
arrangements within twelve (12) months of the termination of the arrangements;

	 
	 	(b)	 	Upon the Bank’s dissolution or with the approval of a bankruptcy court provided
that the amounts deferred under the Agreement are included in the Executive’s gross
income in the latest of (i) the calendar year in which the Agreement terminates; (ii)
the calendar year in which the amount is no longer subject to a substantial risk of
forfeiture; or (iii) the first calendar year in which the distribution is
administratively practical; or

	 
	 	(c)	 	Upon the Bank’s termination of this and all other non-account balance plans (as
referenced in Section 409A of the Code or the regulations thereunder), provided that
all distributions are made no earlier than twelve (12) months and no later than


twenty-four (24) months following such termination, and the Bank does not adopt any new
non-account balance plans for a minimum of five (5) years following the date of such
termination;







the Bank shall distribute the actuarial equivalent of the present value of (i) the Change in
Control Benefit in the event of Section 10.3(a) or (ii) the Early Termination Benefit in the
event of Section 10.3(b) or (c), determined as of the date of the termination of the
Agreement, to the Executive in a lump sum subject to the above terms. Distribution shall be
made within a timeframe such that the conditions of the above terms are satisfied.



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Article 9

Miscellaneous





	9.1	 	Binding Effect. This Agreement shall bind the Executive and his beneficiaries,
survivors, executors, administrators and transferees and the Bank and its successors and
assigns.

	 
	9.2	 	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.

	 
	9.3	 	Non-Transferability. Benefits under this Agreement cannot be sold, transferred,
assigned, pledged, attached or encumbered in any manner.

	 
	9.4	 	Tax Withholding and Reporting. The Bank shall withhold any taxes that are required
to be withheld, including but not limited to taxes owed under Section 409A of the Code and
regulations thereunder, from the benefits provided under this Agreement. Except as provided
to the contrary herein, Executive acknowledges that the Bank’s sole liability regarding taxes
is to forward any amounts withheld to the appropriate taxing authority(ies). Further, the
Bank shall satisfy all applicable reporting requirements, including those under Section 409A
of the Code and regulations thereunder.

	 
	9.5	 	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.

	 
	9.6	 	Unfunded Arrangement. The Executive and the Beneficiary are general unsecured
creditors 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 and
Beneficiary have no preferred or secured claim.

	 
	9.7	 	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.

	 
	9.8	 	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.

	 
	9.9	 	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





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	 	 	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, provided
that such alternative acts do not violate Section 409a of the Code.

	 
	9.10	 	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.

	 
	9.11	 	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.

	 
	9.12	 	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:





Plan Administrator

Pendleton Community Bank

P.O. Box 487

Franklin, WV 26807





Such notice shall be deemed given as of the date of delivery or, if delivery is made by
mail, as of the date shown on the postmark on the receipt for registration or certification.




Any notice or filing required or permitted to be given to the Executive under this Agreement
shall be sufficient if in writing and 

hand-delivered, or sent by mail, to the last known
address of the Executive.




	9.13	 	Compliance with Section 409A. This Agreement shall at all times be administered and
the provisions of this Agreement shall be interpreted consistent with the requirements of
Section 409A of the Code and any and all regulations thereunder, including such regulations as
may be promulgated after the Effective Date of this Agreement.





9.14 Rescissions. Any modification to the terms of this Agreement that would inadvertently
result in an additional tax liability on the part of the Executive, shall have no effect to the
extent the change in the terms of the Agreement is rescinded by the earlier of a date before the
right is exercised (if the change grants a discretionary right) and the last day of the calendar
year during which such change occurred. IN WITNESS WHEREOF, the Executive and a duly authorized
representative of the Bank have signed this Agreement.




	 	 	 	 	 	 	 	 	 
	Executive:	 	 	 	BANK:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Pendleton Community Bank, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 

William Loving

	 	 
	 	By
	 	 
	 	 
	 

	 	 	 	Title
	 	 
	 	 






12









 





PENDLETON COMMUNITY BANK, INC.

Officer Supplemental Retirement Agreement

BENEFICIARY DESIGNATION FORM




{  }  New Designation

{  }  Change in Designation



I,                                         , designate the following as Beneficiary under the Agreement:




	 	 	 	 	 
	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
exact name 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.





I understand that I may change these beneficiary designations by delivering a new written
designation to the Plan Administrator, which shall be effective only upon receipt and
acknowledgment by the Plan Administrator prior to my death. I further understand that the
designations will be automatically revoked if the Beneficiary predeceases me, or, if I have named
my spouse as Beneficiary and our marriage is subsequently dissolved.




	 	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Signature:

	 	 	 	Date:                     
	 

	 	 

	 	 





Received by the Plan Administrator this                      day of                                         , 2          




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	Title: