**Exhibit 10**

 

**EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN**

 

**EXECUTIVE AGREEMENT**

 

**THIS AGREEMENT** is made and entered into this          day of                    , 2003, by and between Citizens National Bank, a bank organized and existing under the laws of the State of West Virginia(hereinafter referred to as the “Bank”), and                     , an Executive of the Bank (hereinafter referred to as the“Executive”). 

 

**WHEREAS**, the Executive is nowin the employ of the Bank and has for many years faithfully served the Bank. It is the consensus of the Board of Directors (hereinafter referred to as the “Board”) that the Executive’s services have been of exceptional merit, inexcess of the compensation paid and an invaluable contribution to the profits and position of the Bank in its field of activity. The Board further believes that the Executive’s experience, knowledge of corporate affairs, reputation and industrycontacts are of such value, and the Executive’s continued services so essential to the Bank’s future growth and profits, that it would suffer severe financial loss should the Executive terminate their services; 

 

**ACCORDINGLY**, the Board has adopted the Citizens National BankExecutive Supplemental Retirement Plan (hereinafter referred to as the “Executive Plan”) and it is the desire of the Bank and the Executive to enter into this Agreement under which the Bank will agree to make certain payments to theExecutive upon the Executive’s retirement or to the Executive’s beneficiary(ies) in the event of the Executive’s death pursuant to the Executive Plan; 

 

**FURTHERMORE**, it is the intent of the parties hereto that this Executive Plan be considered an unfunded arrangementmaintained primarily to provide supplemental retirement benefits for the Executive, and be considered a non-qualified benefit plan for purposes of the Employee Retirement Security Act of 1974, as amended (“ERISA”). The Executive is fullyadvised of the Bank’s financial status and has had substantial input in the design and operation of this benefit plan; and 

 

**NOW THEREFORE**, in consideration of services the Executive has performed in the past and those to be performed in the future, and based upon themutual promises and covenants herein contained, the Bank and the Executive agree as follows: 

 

**I. DEFINITIONS**

 

 

The Effective Date of the Executive Plan shall be January 1, 2003. 

 

 

Any reference to the “Plan Year” shall mean a calendar year from January 1st to December 31st. In the year of implementation, the term“Plan Year” shall mean the period from the Effective Date to December 31st of the year of the Effective Date. 

 

 

Retirement Date shall mean retirement from service with the Bank that becomes effective on the first day of the calendar month following the month inwhich the Executive reaches age sixty-five (65) or such later date as the Executive may actually retire. 

**Exhibit 10 (cont.)**

 
 D.Termination of Service: 
 

Termination of Service shall mean the Executive’s voluntary resignation of service by the Executive or the Bank’s discharge of the Executivewithout cause, prior to the Normal Retirement Age (Subparagraph I [1]). 

 
 E.Pre-Retirement Account: 
 

A Pre-Retirement Account shall be established as a liability reserve account on the books of the Bank for the benefit of the Executive. Prior to theExecutive’s Termination of Service or the Executive’s retirement, whichever event shall first occur, such liability reserve account shall be increased or decreased each Plan Year, until the aforestated event occurs, by the Index RetirementBenefit (Subparagraph I [F]). 

 
 F.Index Retirement Benefit: 
 

The Index Retirement Benefit for each Executive in the Executive Plan for each Plan Year shall be equal to the excess (if any) of the Index (SubparagraphI [G]) for that Plan Year over the Opportunity Cost (Subparagraph I [H]) for that Plan Year, divided by a factor equal to 1.81 minus the marginal tax rate. 

 
 G.Index: 
 

The Index for any Plan Year shall be the aggregate annual after-tax income from the life insurance contract(s) described hereinafter as defined by FASBTechnical Bulletin 85-4. This Index shall be applied as if such insurance contract(s) were purchased on the Effective Date of the Executive Plan. 

 

Insurance Company: 

Policy Form: 

Policy Name: 

Insured’s Age and Sex:

Riders: 

Ratings: 

Option: 

Face Amount: 

Premiums Paid: 

Number of Premium Payments:

Assumed Purchase Date: 

 

Insurance Company: 

Policy Form: 

Policy Name: 

Insured’s Age and Sex:

Riders: 

Ratings: 

Option: 

Face Amount: 

Premiums Paid: 

Number of Premium Payments:

Assumed Purchase Date: 

 

If such contracts of life insurance are actually purchased by the Bank, then the actual policies as of the dates they were actually purchased shall beused in calculations under this Executive Plan. If such contracts of life insurance are not purchased or are subsequently surrendered or lapsed, then the Bank shall receive annual policy illustrations that assume the above-described policies werepurchased or had not subsequently surrendered or lapsed. Said illustration shall be received from the respective insurance companies and will indicate the increase in policy values for purposes of calculating the amount of the Index. 

 

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**Exhibit 10 (cont.)**

 

In either case, references to the life insurance contracts are merely for purposes of calculating a benefit. The Bank has noobligation to purchase such life insurance and, if purchased, the Executive and the Executive’s beneficiary(ies) shall have no ownership interest in such policy and shall always have no greater interest in the benefits under this Executive Planthan that of an unsecured creditor of the Bank. 

 
 H.Opportunity Cost: 
 

The Opportunity Cost for any Plan Year shall be calculated by taking the sum of the amount of premiums for the life insurance policies described in thedefinition of “Index” plus the amount of any after-tax benefits paid to the Executive pursuant to the Executive Plan (Paragraph II hereinafter) plus the amount of all previous years’ after-tax Expense, and multiplying that sum by therolling five (5) year average of the three (3) year Treasury Bill. Subject to Paragraph IV, after three (3) full years from the Effective Date of this Agreement, the Board of Directors of the Bank, by a two- thirds (2/3) vote of said Board, mayunilaterally and in its sole discretion amend the measure of determining Opportunity Cost as set forth herein. Any said amendment(s) shall apply to all participants in the Executive Plan and the Director Plan. 

 
 I.Normal Retirement Age: 
 

Normal Retirement Age shall mean the date on which the Executive attains age sixty-five (65). 

 

**II. INDEX BENEFITS**

 
 A.Retirement Benefits: 
 

Subject to Subparagraph 11(D) hereinafter, an Executive who remains in the employ of the Bank until the Normal Retirement Age (Subparagraph I [I]) shallbe entitled to receive the balance in the Pre-Retirement Account in ten (10) equal annual installments commencing thirty (30) days following the Executive’s retirement. In addition to these payments and commencing in conjunction therewith, theIndex Retirement Benefit (Subparagraph I [F]) for each Plan Year subsequent to the Executive’s retirement, and including the remaining portion of the Plan Year in which the Executive retires, shall be paid to the Executive until theExecutive’s death. 

 
 B.Termination of Service: 
 

Subject to Subparagraph II(D), should an Executive suffer a Termination of Service the Executive shall be entitled to receive the percentage set forthhereinbelow that corresponds to the number of full years of employment with the Bank from the date of first employment with the Bank and to the Age of the Executive while employed by the Bank only (to a maximum of 100%), times the balance in thePre-Retirement Account payable to the Executive in ten (10) equal annual installments commencing thirty (30) days following the Executive’s Normal Retirement Age (Subparagraph I [I]). In addition to these payments and commencing in conjunctiontherewith, the percentage set forth hereinbelow that corresponds to the number of full years of employment with the Bank from the date of first employment with the Bank and to the Age of the 

 

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**Exhibit 10 (cont.)**

 

Executive while employed by the Bank only (to a maximum of 100%), times the Index Retirement Benefit for each Plan Yearsubsequent to the year in which the Executive attains Normal Retirement Age, and including the remaining portion of the Plan Year in which the Executive attains Normal Retirement Age, shall be paid to the Executive until the Executive’s death.

 

**Total years of**

**Employment andAge**

**while Employed only**
  
**Vested**

Less than age 65 and

Less than 30

full years of employment
  
    0%

Age 62, 63, or 64 and

30 full years of employment
  
100%

Age 65 or older regardless of years of employment
  
100% and Subparagraph II(A) shall apply

 
 C.Death: 
 

Should the Executive die while there is a balance in the Executive’s Pre Retirement Account (Subparagraph I [E]), said unpaid balance of theExecutive’s Pre-Retirement Account shall be paid in ten (10) annual installments to the individual or individuals the Executive may have designated in writing and filed with the Bank. In the absence of any effective beneficiary designation, theunpaid balance shall be paid as set forth herein to the duly qualified executor or administrator of the Executive’s estate. Said payments due hereunder shall commence on the first day of the second month following the decease of the Executiveand continue each annual anniversary date thereafter until paid in full. 

 
 D.Termination of Service and Discharge for Cause: 
 

Should the Executive suffer a Termination of Service for any reason other than disability as set forth in Subparagraph II(F), prior to attaining agesixty-five (65), or prior to attaining age sixty-two (62), sixty-three (63) or sixty-four (64) AND completing thirty (30) full years of employment with the Bank from the date of first employment, or be Discharged for Cause at any time, all benefitsunder this Executive Plan shall be forfeited. The term “for cause” shall be determined by the Board of Directors and will include theft, fraud, embezzlement or willful misconduct causing significant property damage to the Bank or personalinjury to another employee. Just cause shall also include any single action and/or inaction or series of actions and/or duties in the manner expected of the Executive of the Bank. The existence of Just Cause shall be determined upon recommendationby the Chief Executive Officer and by vote of seventy percent (70%) of the members of the Board of Directors. If a dispute arises as to discharge “for cause,” such dispute shall be resolved by arbitration as set forth in this ExecutivePlan. 

 
 E.Death Benefit: 
 

Except as set forth above, there is no death benefit provided under this Agreement. 

 

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**Exhibit 10 (cont.)**

 
 F.Disability: 
 

Subject to Subparagraph II(D) as it pertains to Discharge for Cause only, if the Executive should become disabled and suffer a Termination of Service dueto said disability only, then this Agreement shall terminate upon the date of said termination and the Executive shall be paid the balance in the Executive’s Pre-Retirement Account only on the date of said termination, payable in ten (10)annual installments commencing thirty (30) days following said termination due to disability and continuing each anniversary date thereafter until paid in full. Disability shall mean a condition whereby the Executive, because of a physical or mentaldisability, is or will be unable to perform the duties of the Executive’s customary position of employment. If there is a dispute regarding disability, such dispute shall be resolved by a physician selected by the Bank. 

 

**III. RESTRICTIONS UPON FUNDING**

 

The Bank shall have no obligation to set aside, earmark or entrust any fundor money with which to pay its obligations under this Executive Plan. The Executive, their beneficiary(ies), or any successor in interest shall be and remain simply a general creditor of the Bank in the same manner as any other creditor having ageneral claim for matured and unpaid compensation. 

 

The Bankreserves the absolute right, at its sole discretion, to either fund the obligations undertaken by this Executive Plan or to refrain from funding the same and to determine 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, mutual funds, disability policies or annuities, the Bank reserves the absolute right, in its sole discretion, to terminate such funding at any time, in whole or inpart. At no time shall any Executive be deemed to have any lien nor right, title or interest in or to any specific funding investment or to any assets of the Bank. 

 

If the Bank elects to invest in a life insurance, disability or annuity policy upon the life of the Executive, then theExecutive shall assist the Bank by freely submitting to a physical exam and supplying such additional information necessary to obtain such insurance or annuities. 

 

**IV. CHANGE OF CONTROL**

 

A Substantial Change in Ownership* shall mean a transaction or series of transactions in which a Controlling Interest* in the Bank is acquired by or for aperson or business entity, either of which did not own, either directly or indirectly a Controlling Interest in the Bank on the date that this Agreement was executed. Merger shall mean a transaction or series of transactions wherein the Bank iscombined with another business entity, and after which the persons or entities who had owned, either directly or indirectly, a Controlling Interest on the Bank’s voting stock on the date of execution of this Agreement own less than aControlling Interests in the voting stock of the combined entity. Such Substantial Change in Ownership or a Merger shall be deemed a Change of Control for the purposes of this Agreement, and transfers made on account of deaths or gifts, transfersbetween family members or transfers to a qualified retirement plan maintained by the Bank shall not be considered in determining whether there has been a Change in Control. Upon a Change of Control, if the Executive subsequently suffers aTermination of Service involuntary only, except for cause, (i.e. the Bank discharges the Executive without cause) then the Executive shall receive the benefits in Paragraph II herein upon attaining Normal Retirement Age (Subparagraph I [I]), as ifthe Executive had been continuously employed by the Bank until the Executive’s Normal Retirement Age. In addition, the Board of Directors shall no longer have 

 

5 

**Exhibit 10 (cont.)**

 

sole discretion to amend the Opportunity Cost as set forth in Subparagraph I (H), and said Opportunity Cost shall be therolling five (5) year average of the three (3) year Treasury Bill as set forth in said Subparagraph. 

 

* “Controlling Interest” shall mean ownership, either directly or indirectly of more than twenty percent (20%) of the voting stock of the Bankor a parent company of the Bank which is a member of the same “affiliated group” as defined in 26 U.S.C. §1504(a). 

 

**V. MISCELLANEOUS**

 
 A.Alienability and Assignment Prohibition: 
 

Neither the Executive, nor the Executive’s surviving spouse, nor any other beneficiary(ies) under this Executive Plan shall have any power or rightto transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable hereunder nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony orseparate maintenance owed by the Executive or the Executive’s beneficiary(ies), nor be transferable by operation of law in the event of bankruptcy, insolvency or otherwise. In the event the Executive or any beneficiary attempts assignment,commutation, hypothecation, transfer or disposal of the benefits hereunder, the Bank’s liabilities shall forthwith cease and terminate. 

 
 B.Binding Obligation of the Bank and any Successor in Interest: 
 

The Bank shall not merge or consolidate into or with another bank or sell substantially all of its assets to another bank, firm or person until such bank,firm or person expressly agree, in writing, to assume and discharge the duties and obligations of the Bank under this Executive Plan. This Executive Plan shall be binding upon the parties hereto, their successors, beneficiaries, heirs and personalrepresentatives. 

 
 C.Amendment or Revocation: 
 

Subject to Paragraph VII, it is agreed by and between the parties hereto that, during the lifetime of the Executive, this Executive Plan may be amended orrevoked at any time or times, in whole 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 neutergender, 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 to participate in or be covered by any qualified or non-qualifiedpension, profit-sharing, group, bonus or other supplemental compensation or fringe benefit plan 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 and convenience only and shall not be deemed a part of this Executive Plan.

 

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**Exhibit 10 (cont.)**

 
 G.Applicable Law: 
 

The laws of the State of West Virginia shall govern the validity and interpretation of this Agreement. 

 
 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) or any regulations promulgated thereunder. 

 
 I.Partial Invalidity: 
 

If any term, provision, covenant, or condition of this Executive Plan is determined by an arbitrator or a court, as the case may be, to be invalid, void,or unenforceable, such determination shall not render any other term, provision, covenant, or condition invalid, void, or unenforceable, and the Executive Plan shall remain in full force and effect notwithstanding such partial invalidity.

 
 J.Employment: 
 

No provision of this Executive Plan shall be deemed to restrict or limit any existing employment agreement by and between the Bank and the Executive, norshall any conditions herein create specific employment rights to the Executive nor limit the right of the Employer to discharge the Executive with or without cause. In a similar fashion, no provision shall limit the Executive’s rights tovoluntarily sever the Executive’s employment at any time. 

 
 K.Full Year of Service: 
 

Year of Service shall mean a twelve (12) consecutive month period during which the Executive was employed by the Bank. 

 

**VI. ERISA PROVISION**

 
 A.Named Fiduciary and Plan Administrator: 
 

The “Named Fiduciary and Plan Administrator” of this Executive Plan shall be Citizens National Bank until its resignation or removal by theBoard. As Named Fiduciary and Plan Administrator, the Bank shall be responsible for the management, control and administration of the Executive Plan. The Named Fiduciary may delegate to others certain aspects of the management and operationresponsibilities of the Executive Plan including the employment of advisors and the delegation of ministerial duties to qualified individuals. 

 
 B.Claims Procedure and Arbitration: 
 

In the event a dispute arises over benefits under this Executive Plan and benefits are not paid to the Executive (or to the Executive’sbeneficiary(ies) in the case of the Executive’s death) and such claimants feel they are entitled to receive such benefits, then a written claim must be made to the Named Fiduciary and Plan Administrator named above within sixty (60) days fromthe date payments are refused. The Named Fiduciary and Plan Administrator shall review the written claim and if the claim is denied, in whole or in part, they shall provide in writing within sixty (60) days of receipt of such claim the specificreasons for 

 

7 

**Exhibit 10 (cont.)**

 

such denial, reference to the provisions of this Executive Plan upon which the denial is based and any additional materialor information necessary to perfect the claim. Such written notice shall further indicate the additional steps to be taken by claimants if a further review of the claim denial is desired. A claim shall be deemed denied if the Named Fiduciary andPlan Administrator fail to take any action within the aforesaid sixty-day period. 

 

If claimants desire a second review they shall notify the Named Fiduciary and Plan Administrator in writing within sixty (60) days of the first claim denial. Claimants may review this Executive Plan or any documentsrelating thereto and submit any written issues and comments it may feel appropriate. In their sole discretion, the Named Fiduciary and Plan Administrator shall then review the second claim and provide a written decision within sixty (60) days ofreceipt of such claim. This decision shall likewise state the specific reasons for the decision and shall include reference to specific provisions of the Plan Agreement upon which the 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 and conditions thereof, then claimants may submit the dispute to an arbitrator for final arbitration. The arbitrator shall be selected by mutual agreement of the Bank and theclaimants. The arbitrator shall operate under any generally recognized set of arbitration rules. The parties hereto agree that they and their heirs, personal representatives, successors and assigns shall be bound by the decision of such arbitratorwith respect to any controversy properly submitted to it for determination. 

 

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 the parties hereto agree to be bound by thedecision thereunder. 

 

**VII. TERMINATION OR MODIFICATION OF AGREEMENT BYREASON OF CHANGES IN THE LAW, RULES OR REGULATIONS**

 

TheBank is entering into this Agreement upon the assumption that certain existing tax laws, rules and regulations will continue in effect in their current form. If any said assumptions should change and said change has a detrimental effect on thisExecutive Plan, then the Bank reserves the right to terminate or modify this Agreement accordingly. Upon a Change of Control (Paragraph IV), this paragraph shall become null and void effective immediately upon said Change of Control. 

 

**IN WITNESS WHEREOF**, the parties hereto acknowledge that each has carefully read thisAgreement and executed the original thereof on the first day set forth hereinabove, and that, upon execution, each has received a conforming copy. 

 

8 

**Exhibit 10 (cont.)**

 
  
**CITIZENS NATIONAL BANK**

Elkins, WV

 
 By: 
 

Witness
   Title
Witness
   
 

 

9 

**Exhibit 10 (cont.)**

 

**BENEFICIARY DESIGNATION FORM**

**FOR THE EXECUTIVE SUPPLEMENTAL RETIREMENT**

**PLAN AGREEMENT**

 
**I.****PRIMARY DESIGNATION**
 

(You may refer to the beneficiary designation information prior to completion.) 

 
 **A.****Person(s) as a Primary Designation:**     (Please indicate the percentage for each beneficiary.) 
 

Name                                                                    Relationship                                                        /        %

Address:                                                                                                                                                    

                (Street)                                                            (City)                         ( State)                (Zip)

Name                                                                    Relationship                                                        /        %

Address:                                                                                                                                                

                (Street)                                                            (City)                        ( State)                (Zip)

Name                                                                    Relationship                                                        /        %

Address:                                                                                                                                                    

                (Street)                                                            (City)                         ( State)                (Zip)

Name                                                                    Relationship                                                        /        %

Address:                                                                                                                                                    

                (Street)                                                            (City)                         ( State)                (Zip)

 
 **B.****Estate as a Primary Designation:**
 

My Primary Beneficiary is The Estate of                                                                                 asset forth in the last will and testament dated the              day of                            ,             and any codicils thereto. 

 
 **C.****Trust as a Primary Designation:**
 

Name of the Trust:                                                                                                                            

 

Execution Date of the Trust:             /              /             

 

Name of the Trustee:                                                                                                                        

 
Beneficiary(ies) of the Trust (please indicate the percentage for each beneficiary):________________________________________________________________________________________________________________________________________________________________________________________________________
 

Is this anIrrevocable Life Insurance Trust?     ̈  Yes     ̈  No 

(If yes and this designation is for a Split Dollaragreement, an Assignment of Rights form should be completed.) 

 

10 

**Exhibit 10 (cont.)**

 
**II.****SECONDARY (CONTINGENT) DESIGNATION**
 
 A.Person(s) as a Secondary (Contingent) Designation: 
(Please indicate the percentage for each beneficiary.) 

 

Name                                                                    Relationship                                                        /        %

Address:                                                                                                                                                    

                (Street)                                                            (City)                         (State)                (Zip)

Name                                                                    Relationship                                                        /        %

Address:                                                                                                                                                

                (Street)                                                            (City)                        (State)                (Zip)

Name                                                                    Relationship                                                        /        %

Address:                                                                                                                                                    

                (Street)                                                            (City)                         (State)                (Zip)

Name                                                                    Relationship                                                        /        %

Address:                                                                                                                                                    

                (Street)                                                            (City)                         (State)                (Zip)

 
 B.Estate as a Secondary (Contingent) Designation: 
 

My Secondary Beneficiary is The Estate of                                     as set forth in my lastwill and testament dated the              day of                     ,             and any codicils thereto. 

 
 C.Trust as a Secondary (Contingent) Designation: 
 

Name of theTrust:                                                                                                                            

 

Execution Date of theTrust:              /              /            

 

Name of theTrustee:                                                                                                                        

 
Beneficiary(ies) of the Trust (please indicate the percentage for each beneficiary):________________________________________________________________________________________________________________________________________________________________________________________________________
All sums payable under the Executive Supplemental Retirement Plan Executive Agreement by reason ofmy death shall be paid to the Primary Beneficiary(ies), if he or she survives me, and if no Primary Beneficiary(ies) shall survive me, then to the Secondary (Contingent) Beneficiary(ies), This beneficiary designation is valid until the participantnotifies the bank in writing. 

 

 
   
 

Date

 

11 

**Exhibit 10 (cont.)**

 

**LIFE INSURANCE**

**ENDORSEMENT METHOD SPLIT DOLLAR PLAN**

**AGREEMENT**

 

Insurer: 

 

Policy Number: 

 

Bank: 

 

Insured: 

 

Relationship of Insured to Bank: 

 

Trust: 

 

The respective rights and duties of the Bank and the Insured in the above-referenced policy shall be pursuant to the terms set forth below:

 

**I. DEFINITIONS**

 

Refer to the policy contract for the definition of any terms in thisAgreement that are not defined herein. If a definition of a term in the policy is inconsistent with the definition of a term in this Agreement, then the definition of the term as set forth in this Agreement shall supersede and replace the definitionof the terms as set forth in the policy. 

 

**II. POLICY TITLE AND OWNERSHIP**

 

Title and ownership shall reside in the Trustee for theRabbi Trust for the Executive Salary Continuation Agreement for its use and for the use of the Insured all in accordance with this Agreement. The Trustee at the direction of the Bank may, to the extent of its interest, exercise the right to borrowor withdraw on the policy cash values. Where the Trustee at the direction of the Bank and the Insured (or assignee, with the consent of the Insured) mutually agree to exercise the right to increase the coverage under the subject Split Dollar policy,then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to the terms of this Agreement. 

 

**III. BENEFICIARY DESIGNATION RIGHTS**

 

The Insured (or assignee) shall have the right and power to designate a beneficiary or beneficiaries to receive the Insured’s share of the proceedspayable upon the death of the Insured, and to elect and change a payment option for such beneficiary, subject to any right or interest the Trustee at the direction of the Bank or the Trust may have in such proceeds, as provided in this Agreement.

 

**IV. PREMIUM PAYMENT METHOD**

 

The Bank or the Trustee at the direction of the Bank shall pay an amountequal to the planned premiums and any other premium payments that might become necessary to keep the policy in force.****

 

**V. TAXABLE BENEFIT**

 

Annually the Insured will receive a taxable benefit equal to the assumed cost of insurance as required by the Internal Revenue Service. The Bank or theTrustee at the direction of the Bank will report to the Insured the amount of imputed income each year on Form W-2 or its equivalent. 

 

12 

**Exhibit 10 (cont.)**

 

**VI. DIVISION OF DEATH PROCEEDS**

 

Subject to Paragraphs VII, IX, and Subparagraph VI (E) herein, the division of the death proceeds of the policy is as follows: 

 
 A.Should the Insured be employed by the Bank prior to retirement* at the time of death, the Insured’s beneficiary(ies), designated in accordance with Paragraph III, shall beentitled to a total death benefit amount equal to two and a half times (2 1/2 x’s) the Insured’s finalgross salary, pre-tax, immediately prior to the Insured’s death. Said amount shall be paid as Fifty Thousand and 00/l00ths Dollars ($50,000.00) from the Citizens National Bank Group Term Life Insurance Plan, and the remainder to be paid underthis Split Dollar Plan Agreement for a total death benefit equal to two and a half times (2 1/2 x’s) theInsured’s final gross salary, pre-tax. 
 
 B.If the Insured shall be retired from the Bank at the time of death or have suffered a termination due to disability* only, the Insured’s beneficiary(ies), as set forth inParagraph III, shall be entitled to a total benefit equal to One Hundred Thousand and 00 Dollars ($100,000.00). Said One Hundred Thousand and 00/100ths Dollars ($100,000.00) shall be paid as follows: 
 
 (i)the lesser of either from the group term plan: (a) Fifty Thousand and 00/100ths Dollars ($50,000.00); or (b) fifty percent (50%) of the pre-retirement death benefit provided by saidgroup plan; and 
 
 (ii)the remainder paid under this Split Dollar Plan Agreement for a total death benefit of One Hundred Thousand and 00/l00” Dollars ($100,000.00). 
 
 C.The Bank shall be entitled to the remainder of such proceeds. 
 
 D.The Bank and the Insured (or assignees) shall share in any interest due on the death proceeds on a pro rata basis as the proceeds due each respectively bears to the total proceeds,excluding any such interest. 
 
 E.Notwithstanding anything hereinabove to the contrary, in no event shall the insured’s beneficiary(ies) be entitled to more than one hundred percent (100%) of the net at riskinsurance portion of the proceeds. The net at risk insurance portion is the total proceeds less the cash value of the policy. **Retirement and disability shall be as defined in the Executive Supplemental Retirement Plan Agreement between Insured and the Bank in effect at the time of said retirementor disability.*
 

**VII. DIVISION OF THE CASH SURRENDER VALUEOF THE POLICY**

 

The Bank or the Trust shall at all times beentitled to an amount equal to the policy’s cash value, as that term is defined in the policy contract, less any policy loans and unpaid interest or cash withdrawals previously incurred by the Bank or the Trustee at the direction of the Bankand any applicable surrender charges. Such cash value shall be determined as of the date of surrender or death as the case may be. 

 

**VIII. RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS**

 

In the event the policy involves an endowment or annuity element, the Bank’s or the Trust’s right and interest in any endowment proceeds or

 

13 

**Exhibit 10 (cont.)**

 

annuity benefits, on expiration of the deferment period, shall be determined under the provisions of this Agreement byregarding such endowment proceeds or the commuted value of such annuity benefits as the policy’s cash value. Such endowment proceeds or annuity benefits shall be considered to be like death proceeds for the purposes of division under thisAgreement. 

 

**IX. TERMINATION OF AGREEMENT**

 
 A.This Agreement shall terminate upon the occurrence of any one of the following: 
 
 1.The Insured shall leave the employment of the Bank voluntarily or involuntarily for reasons other than disability prior to the earlier of either: (i) The Executive’ssixty-fifth (65th.) birthday; or (ii) The Executive’s sixty-second (62nd.) sixty-third (63rd.), or sixty-forth (64th.) birthday AND the Executive has completed thirty (30) full years (Paragraph XX) of employment with the Bank from the datefirst employment. 
 
 2.The Insured shall be discharged from employment with the Bank for cause. The term “for cause” shall be determined by the Board of Directors and will include theft, fraud,embezzlement or willful misconduct causing significant property damage to the Bank or personal injury to another employee. Just cause shall also include any single action and/or inaction or series of actions and/or duties in the manner expected ofthe Executive of the Bank The existence of Just Cause shall be determined upon recommendation by the Chief Executive Officer and by vote of seventy percent (70%) of the members of the Board of Directors; or 
 
 3.Surrender, lapse, or other termination of the Policy by the Bank. 
 
 B.Upon such termination, the Insured (or assignee) shall have a fifteen (15) day option to receive from the Bank or the Trustee at the direction of the Bank an absolute assignment ofthe policy in consideration of a cash payment to the Bank or the Trustee at the direction of the Bank, whereupon this Agreement shall terminate. Such cash payment referred to hereinabove shall be the greater of: 
 
 1.The Bank’s or the Trust’ share of the cash value of the policy on the date of such assignment, as defined in this Agreement; or 
 
 2.The amount of the premiums which have been paid by the Bank or the Trustee at the direction of the Bank prior to the date of such assignment. 
 
 C.If, within said fifteen (15) day period, the Insured fails to exercise said option, fails to procure the entire aforestated cash payment, or dies, then the option shall terminateand the Insured (or assignee) agrees that all of the Insured’s rights, interest and claims in the policy shall terminate as of the date of the termination of this Agreement. 
 
 D.The Insured expressly agrees that this Agreement shall constitute sufficient written notice to the Insured of the Insured’s option to receive an absolute assignment of thepolicy as set forth herein. 
 
 E.Except as provided above, this Agreement shall terminate upon distribution of the death benefit proceeds in accordance with Paragraph VI above. 
 

14 

**Exhibit 10 (cont.)**

 

**X. INSURED’S OR ASSIGNEE’S ASSIGNMENT RIGHTS**

 

The Insured may not, without the written consent of the Bank, assign to any individual, trust or other organization, anyright, title or interest in the subject policy nor any rights, options, privileges or duties created under this Agreement. 

 

**XI. AGREEMENT BINDING UPON THE PARTIES**

 

This Agreement shall bind the Insured and the Bank or the Trustee at the direction of the Bank, their heirs, successors, personal representatives andassigns. 

 

**XII. ERISA PROVISIONS**

 

The following provisions are part of this Agreement and are intended to meetthe requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”): 

 
 A.Named Fiduciary and Plan Administrator.
 

The “Named Fiduciary and Plan Administrator” of this Endorsement Method Split Dollar Agreement shall be Citizens National Bank until itsresignation or removal by the Board of Directors. As Named Fiduciary and Plan Administrator, the Bank or the Trustee at the direction of the Bank shall be responsible for the management, control, and administration of this Split Dollar Plan asestablished herein. The Named Fiduciary may delegate to others certain aspects of the management and operation responsibilities of the Plan, including the employment of advisors and the delegation of any ministerial duties to qualified individuals.

 
 B.Funding Policy.
 

The funding policy for this Split Dollar Plan shall be to maintain the subject policy in force by paying, when due, all premiums required. 

 
 C.Basis of Payment of Benefits.
 

Direct payment by the Insurer is the basis of payment of benefits under this Agreement, with those benefits in turn being based on the payment of premiumsas provided in this Agreement. 

 
 D.Claim Procedures.
 

Claim forms or claim information as to the subject policy can be obtained by contacting Benmark, Inc. (800-544-6079). When the Named Fiduciary has a claimwhich may be covered under the provisions described in the insurance policy, they should contact the office named above, and they will either complete a claim form and forward it to an authorized representative of the Insurer or advise the namedFiduciary what further requirements are necessary. The Insurer will evaluate and make a decision as to payment. If the claim is payable, a benefit check will be issued in accordance with the terms of this Agreement. 

 

In the event that a claim is not eligible under the policy, the Insurer willnotify the Named Fiduciary of the denial pursuant to the requirements under the terms of the policy. If the Named Fiduciary is dissatisfied with the denial of the claim and wishes to contest such claim denial, they should contact the office named

 

15 

**Exhibit 10 (cont.)**

 

above and they will assist in making an inquiry to the Insurer. All objections to the Insurer’s actions should be inwriting and submitted to the office named above for transmittal to the Insurer. 

 

**XIII. GENDER**

 

Whenever in this Agreement wordsare 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. 

 

**XIV. INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT**

 

The Insurer shall not be deemed a party to this Agreement, but will respect the rights of the parties as herein developed upon receiving an executed copyof this Agreement. Payment or other performance in accordance with the policy provisions shall fully discharge the Insurer from any and all liability. 

 

**XV. CHANGE OF CONTROL**

 

A Substantial Change in Ownership shall mean a transaction or series of transactions in which a Controlling Interest* in the Bank is acquired by or for aperson or business entity, either of which did not own, either directly or indirectly a Controlling Interest in the Bank on the date that this Agreement was executed. Merger shall mean a transaction or series of transactions wherein the Bank iscombined with another business entity, and after which the persons or entities who had owned, either directly or indirectly, a Controlling Interest on the Bank’s voting stock on the date of execution of this Agreement own less than aControlling Interests in the voting stock of the combined entity. Such Substantial Change in Ownership or a Merger shall be deemed a Change of Control, for the purposes of this Agreement, and transfers made on account of deaths or gifts, transfersbetween family members or transfers to a qualified retirement plan maintained by the Bank shall not be considered in determining whether there has been a Change in Control. Upon a Change of Control, if the Insured’s employment is subsequentlyterminated involuntarily only, except for cause (i.e. discharge of the Bank without cause), then the Insured shall be one hundred percent (100%) vested in the benefits promised in this Agreement and, therefore, upon the death of the Insured, theInsured’s beneficiary(ies) (designated in accordance with Paragraph III) shall receive the death benefit provided herein as if the Insured had died while employed by the Bank (See Subparagraph VI [A]). 
****“Controlling Interest” shall mean ownership, either directly or indirectly of more than twenty percent (20%,) of the voting stock of the Bank or a parent company of theBank which is a member of the same “affiliated group” as defined in 26 US.C. § 1504(a).*
 

**XVI. AMENDMENT OR REVOCATION**

 

It is agreed by and between the parties hereto that, during the lifetime of the Insured, this Agreement may be amended or revoked at any time or times, inwhole or in part, by the mutual written consent of the Insured and the Bank. 

 

**XVII. EFFECTIVE DATE**

 

The Effective Date ofthis Agreement shall be January 1, 2003. 

 

**XVIII. SEVERABILITY ANDINTERPRETATION**

 

If a provision of this Agreement is heldto be invalid or unenforceable, the remaining provisions shall nonetheless be enforceable according to 

 

16 

**Exhibit 10 (cont.)**

 

their terms. Further, in the event that any provision is held to be over broad as written, such provision shall be deemedamended to narrow its application to the extent necessary to make the provision enforceable according to law and enforced as amended. 

 

**XIX. APPLICABLE LAW**

 

The validity and interpretation of this Agreement shall be governed by the laws of the State of West Virginia. 

 

**XX. YEARS OF SERVICE**

 

A Full Year of Service shall mean a twelve (12) consecutive month period during which the Insured is considered a full-timeemployee of the Bank. 

 

Executed at Elkins, West Virginia this     day of                      2003. 

 
  **CITIZENS NATIONAL BANK**  
Elkins, West Virginia

 
 
By:
 
 
Witness    
 
 
By:
 
 

Witness
    
 

17 

**Exhibit 10 (cont.)**

 

**BENEFICIARY DESIGNATION FORM**

**FOR THE LIFE INSURANCE ENDORSEMENT METHOD**

**SPLIT DOLLAR PLAN AGREEMENT**

 
**I.****PRIMARY DESIGNATION**
(You may refer to thebeneficiary designation prior to completion.) 

 
 **A.****Person(s) as a Primary Designation:**
(Pleaseindicate the percentage for each beneficiary.) 

 

Name                                                                    Relationship                                                        /        %

Address:                                                                                                                                                    

                (Street)                                                            (City)                         (State)                (Zip)

Name                                                                    Relationship                                                        /        %

Address:                                                                                                                                                    

                (Street)                                                            (City)                        (State)                (Zip)

Name                                                                    Relationship                                                        /        %

Address:                                                                                                                                                    

                (Street)                                                            (City)                         (State)                (Zip)

Name                                                                    Relationship                                                        /        %

Address:                                                                                                                                                    

                (Street)                                                            (City)                         (State)                (Zip)

 
 **B.****Estate as a Primary Designation:**
 

My Primary Beneficiary is The Estate of                                                                         as set forth in the last will and testament dated the             day of             , and any codicils thereto. 

 
 **C.****Trust as a Primary Designation:**
 

Name of theTrust:                                                                                                                                    

 

Execution Date of the Trust:              /              /            

 

Name of theTrustee:                                                                                                                                

 
Beneficiary(ies) of the Trust (please indicate the percentage for each beneficiary):________________________________________________________________________________________________________________________________________________________________________________________________________
 

Is this an Irrevocable Life InsuranceTrust?     ̈  Yes     ̈  No (If yes and this designation is for a Split Dollar agreement, an Assignment of Rights form should be completed.) 

 

18 

**Exhibit 10 (cont.)**

 
**II.****SECONDARY (CONTINGENT) DESIGNATION**
 
 **A.****Person(s) as a Secondary (Contingent) Designation:**
(Please indicate the percentage for each beneficiary.) 

 

Name                                                                    Relationship                                                        /        %

Address:                                                                                                                                                    

                (Street)                                                            (City)                         (State)                (Zip)

Name                                                                    Relationship                                                        /        %

Address:                                                                                                                                                    

                (Street)                                                            (City)                        (State)                (Zip)

Name                                                                    Relationship                                                        /        %

Address:                                                                                                                                                    

                (Street)                                                            (City)                         (State)                (Zip)

Name                                                                    Relationship                                                        /        %

Address:                                                                                                                                                    

                (Street)                                                            (City)                         (State)                (Zip)

 
 **B.****Estate as a Secondary (Contingent) Designation:**
 

My Secondary Beneficiary is The Estate of                                                                             as set forth in my last willand testament dated the              day of             ,             and any codicils thereto. 

 
 **C.****Trust as a Secondary (Contingent) Designation:**
 

Name of theTrust:                                                                                                                                    

 

Execution Date of the Trust:              /              /            

 

Name of theTrustee:                                                                                                                                

 
Beneficiary(ies) of the Trust (please indicate the percentage for each beneficiary):____________________________________________________________________________________________________________________________________________________________
 

All sums payableunder the Executive Salary Continuation Plan Agreement by reason of my death shall be paid to the Primary Beneficiary(ies), if he or she survives me, and if no Primary Beneficiary(ies) shall survive me, then to the Secondary (Contingent)Beneficiary(ies), This beneficiary designation is valid until the participant notifies the bank in writing. 

 

 
 
 

Date

 

19 

**Exhibit 10 (cont.)**

 

**DIRECTOR SUPPLEMENTAL RETIREMENT PLAN**

 

**DIRECTOR AGREEMENT**

 

**THIS AGREEMENT** is made and entered into this          day of                             2003, by and between Citizens National Bank, a bank organized andexisting un the laws of the State of West Virginia (hereinafter referred to as the “Bank”), and             , a member of the Board of Directors of the Bank (hereinafterreferred to as the “Director”). 

 

**WHEREAS**, theDirector is now serving on the Board of the Bank (hereinafter referred to as the “Board”) and has for many years faithfully served the Bank. It is the consensus of the Board of Directors that the Director’s services have been ofexceptional merit, in excess of the compensation paid and an invaluable contribution to the profits and position of the Bank in its field of activity. The Board further believes that the Director’s experience, knowledge of corporate affairs,reputation and industry contacts are of such value, and the Director’s continued services so essential to the Bank’s future growth and profits, that it would suffer severe financial loss should the Director terminate his/her service on theBoard; 

 

**ACCORDINGLY**, the Board has adopted the CitizensNational Bank Director Supplemental Retirement Plan (hereinafter referred to as the “Director Plan”) and it is the desire of the Bank and the Director to enter into this Agreement under which the Bank will agree to make certain payments tothe Director upon the Director’s retirement and to the Director’s beneficiary(ies) in the event of the Director’s death pursuant to the Director Plan; 

 

**FURTHERMORE**, it is the intent of the parties hereto that this Director Plan he considered an unfunded arrangementmaintained primarily to provide supplemental retirement benefits for the Director, and to be considered a non-qualified benefit plan for purposes of the Employee Retirement Security Act of 1974, as amended (“ERISA”). The Director is fullyadvised of the Bank’s financial status and has had substantial input in the design and operation of this benefit plan; and NOW THEREFORE, in consideration of services the Director has performed in the past and those to be performed in thefuture, and based upon the mutual promises and covenants herein contained, the Bank and the Director agree as follows: 

 

**I. DEFINITIONS**

 
 A.Effective Date: 
 

The Effective Date of the Director Plan shall be January 1, 2003. 

 
 B.Plan Year: 
 

Any reference to the “Plan Year” shall mean a calendar year from January 1st. to December 31st. In the year of implementation, the term“Plan Year” shall mean the period from the Effective Date to December 31st. of the year of the Effective Date. 

 
 C.Retirement Date: 
 

Retirement Date shall mean retirement from service with the Bank which becomes effective on the first day of the calendar month following the month inwhich the Director reaches age seventy (70) or such later date as the Director may actually retire. 

 
 D.Termination of Service: 
 

Termination of Service shall mean the Director’s voluntary resignation from service on the Board or failure to be re-elected to the Board, prior tothe Normal Retirement Age (Subparagraph I [I]). 

 

20 

**Exhibit 10 (cont.)**

 
 E.Pre-Retirement Account: 
 

A Pre-Retirement Account shall be established as a liability reserve account for the benefit of the Director. Prior to the Director’s Termination ofService or the Director’s retirement, whichever event shall first occur, such liability reserve account shall be increased or decreased each Plan Year, until the aforestated event occurs, by the Index Retirement Benefit (Subparagraph I [F]).

 
 F.Index Retirement Benefit: 
 

The Index Retirement Benefit for each Director in the Director Plan for each Plan Year shall be equal to the excess (if any) of the Index (Subparagraph I[G]) for that Plan Year over the Opportunity Cost (Subparagraph I [H]) for that Plan Year, divided by a factor equal to 1.39 minus the marginal tax rate. 

 
 G.Index: 
 

The Index for any Plan Year shall be the aggregate annual after-tax income from the life insurance contract(s) described hereinbelow as defined by FASBTechnical Bulletin 85-4. This Index shall be applied as if such insurance contracts were purchased on the Effective Date of the Director Plan. 

 

Insurance Company: 

Policy Form: 

Policy Name: 

Insured’s Age and Sex:

Riders: 

Ratings: 

Option: 

Face Amount: 

Premiums Paid: 

Number of Premium Payments:

Assumed Purchase Date: 

 

Insurance Company: 

Policy Form: 

Policy Name: 

Insured’s Age and Sex:

Riders: 

Ratings: 

Option: 

Face Amount: 

Premiums Paid: 

Number of Premium Payments:

Assumed Purchase Date: 

 

If such contracts of life insurance are actually purchased by the Bank, then the actual policies as of the dates they were actually purchased shall beused in calculations under this Director Plan. If such contracts of life insurance are not purchased or are subsequently surrendered or lapsed, then the Bank shall receive annual policy illustrations that assume the above-described policies werepurchased, or had not subsequently surrendered or lapsed. Said illustrations shall be received from the respective insurance companies and will indicate the increase in policy values for purposes of calculating the amount of the Index. 

 

In either case, references to the life insurance contracts are merely forpurposes of calculating a benefit. The Bank has no obligation to purchase such life insurance and, if purchased, the Director and the Director’s beneficiary(ies) shall have no ownership interest in such policy and shall always have no greaterinterest in the benefits under this Director Plan than that of an unsecured creditor of the Bank. 

 

21 

**Exhibit 10 (cont.)**

 
 H.Opportunity Cost: 
 

The Opportunity Cost for any Plan Year shall be calculated by taking the sum of the amount of premiums for the life insurance policies described in thedefinition of ‘Index” plus the amount of any after-tax benefits paid to the Director pursuant to the Director Plan (Paragraph II hereinafter) plus the amount of all previous years’ after-tax Expense, and multiplying that sum by therolling five (5) year average of the three (3) year Treasury Bill. Subject to Paragraph IV, after three (3) full years from the Effective Date of this Agreement, the Board of Directors, by a two-thirds (2/3) vote of said Board, may unilaterally andin its sole discretion amend the measure of determining Opportunity Cost as set forth herein. Any said amendment(s) shall apply to all participants in the Director Plan and the Executive Plan. 

 
 I.Normal Retirement Age: 
 

Normal Retirement Age shall mean the date on which the Director attains age seventy (70). 

 

**II. INDEX BENEFITS**

 
 A.Retirement Benefits: 
 

Subject to Subparagraph II(D) hereinafter, a Director who remains on the Board until the Normal Retirement Age (Subparagraph I [I]) shall be entitled toreceive the balance in the Pre-Retirement Account in ten (10) equal annual installments commencing thirty (30) days following the Director’s retirement. In addition to these payments and commencing in conjunction therewith, the Index RetirementBenefit (Subparagraph I [F]) for each Plan Year subsequent to the Director’s retirement, and including the remaining portion of the Plan Year in which the Director retires, shall be paid to the Director until the Director’s death.

 
 B.Termination of Service: 
 

Subject to Subparagraph II(D), should a Director suffer a Termination of Service subsequent to fifteen (15) full years of service on the Board of the Bankfrom the date of first service the Director shall be entitled to receive the balance in the Pre-Retirement Account payable to the Director in ten (10) equal annual installments commencing thirty (30) days following the Director’s NormalRetirement Age (Subparagraph I [I]). In addition to these payments commencing in conjunction therewith, and conditioned upon the vesting schedule set forth hereinabove, the Index Retirement Benefit for each Plan Year subsequent to the year in whichthe Director attains Normal Retirement Age, and including the remaining portion of the Plan Year in which the Director attains Normal Retirement Age, shall he paid to the Director until the Director’s death. 

 
 C.Death: 
 

Should the Director die while there is a balance in the Director’s Pre Retirement Account (Subparagraph I [E]), the unpaid balance shall be paid inequal annual installments for either ten (10) years or, if the Director has begun receiving benefits under this Agreement, for any remaining number of installments that may be owed to the Director. The sums are to be paid to the individual orindividuals the Director may have designated in writing and filed with the Bank. In the absence of any effective beneficiary designation, the unpaid balance shall be paid as set forth herein to the duly qualified executor or administrator of theDirector’s estate. Said payments due hereunder shall begin the first day of the second month following the decease of the Director until paid in full. 

 

22 

**Exhibit 10 (cont.)**

 
 D.Termination of Service and Discharge for Cause: 
 

Should the Director suffer a Termination of Service for reasons other than disability as set forth in Subparagraph II(F), prior to serving fifteen (15)full years on the Board of the Bank from the date of first service, or be Discharged for Cause at any time, all benefits under this Director Plan shall be forfeited. The term “for cause” shall be determined by the Board of Directors andwill include theft, fraud, embezzlement or willful misconduct causing significant property damage to the Bank or personal injury to another employee. Just cause shall also include any single action and/or inaction or series of actions and/or dutiesin the manner expected of the Director of the Bank. The existence of Just Cause shall be determined upon recommendation by the Chief Director Officer and by vote of seventy percent (70%) of the members of the Board of Directors. If a dispute arisesas to discharge “for cause,” such dispute shall be resolved by arbitration as set forth in this Director Plan. 

 
 E.Death Benefit: 
 

Except as set forth above, there is no death benefit provided under this Agreement. 

 
 F.Disability: 
 

Subject to Subparagraph II(D) as it pertains to Discharge for Cause only, if the Director should become disabled and suffer a Termination of Service dueto said disability only, then this Agreement shall terminate upon the date of said termination and the Director shall be paid the balance in the Director’s Pre-Retirement Account only on the date of said termination, payable in ten (10) annualinstallments within thirty (30) days following said termination due to disability and continuing each anniversary date thereafter until paid in full. Disability shall mean a condition whereby the Director, because of a physical or mental disability,is or will be unable to perform the duties of the Director’s customary position as a Director. If there is a dispute regarding disability, such dispute shall be resolved by a physician selected by the Bank. 

 

**III. RESTRICTIONS UPON FUNDING**

 

The Bank shall have no obligation to set aside, earmark or entrust any fundor money with which to pay its obligations under this Director Plan. The Directors, their beneficiary(ies), or any successor in interest shall be and remain simply a general creditor of the Bank in the same manner as any other creditor having ageneral claim for matured and unpaid compensation. 

 

The Bankreserves the absolute right, at its sole discretion, to either fund the obligations undertaken by this Director Plan or to refrain from funding the same and to determine the extent, nature and method of such funding. Should the Bank elect to fundthis Director Plan, in whole or in part, through the purchase of life insurance, mutual funds, disability policies or annuities, the Bank reserves the absolute right, in its sole discretion, to terminate such funding at any time, in whole or inpart. At no time shall any Director be deemed to have any lien nor right, title or interest in or to any specific funding investment or to any assets of the Bank. 

 

If the Bank elects to invest in a life insurance, disability or annuity policy upon the life of the Director, then theDirector shall assist the Bank by freely submitting to a physical exam and supplying such additional information necessary to obtain such insurance or annuities. 

 

**IV. CHANGE OF CONTROL**

 

A Substantial Change in Ownership shall mean a transaction or series of 

 

23 

**Exhibit 10 (cont.)**

 

transactions in which a Controlling Interest* in the Bank is acquired by or for a person or business entity, either of whichdid not own, either directly or indirectly a Controlling Interest in the Bank on the date that this Agreement was executed. Merger shall mean a transaction or series of transactions wherein the Bank is combined with another business entity, andafter which the persons or entities who had owned, either directly or indirectly, a Controlling Interest on the Bank’s voting stock on the date of execution of this Agreement own less than a Controlling Interests in the voting stock of thecombined entity. Such Substantial Change in Ownership or a Merger shall be deemed a Change of Control, for the purposes of this Agreement, and transfers made on account of deaths or gifts, transfers between family members or transfers to a qualifiedretirement plan maintained by the Bank shall not be considered in determining whether there has been a Change in Control. Upon a Change of Control, if the Director subsequently suffers a Termination of Service only due to the Bank’s dischargeof the Director without cause, then the Director shall receive the benefits in Subparagraph II(A) herein upon attaining Normal Retirement Age (Subparagraph I [I]), as if the Director were one hundred percent (100%) vested in the entire benefitamount and had served on the Board of the Bank for fifteen (15) or more full years from the date of first service on the Board of the Bank. In addition, the Board of Directors shall no longer have sole discretion to amend the Opportunity Cost as setforth in Subparagraph I (H), and said Opportunity Cost shall be the rolling five (5) year average of the three (3) year Treasury Bill as set forth in said Subparagraph. 
****“Controlling Interest” shall mean ownership, either directly or indirectly of more than twenty percent (20%) of the voting stock of the Bank or a parent company of theBank which is a member of the same “affiliated group” as defined in 26 US.C. § 1504(a).*
 

**V. MISCELLANEOUS**

 
 A.Alienability and Assignment Prohibition: 
 

Neither the Director, nor the Director’s surviving spouse, nor any other beneficiary(ies) under this Director Plan shall have any power or right totransfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable hereunder nor shall any of said benefits be subject to seizure for the payment of any debts, judgments, alimony orseparate maintenance owed by the Director or the Director’s beneficiary(ies), nor be transferable by operation of law in the event of bankruptcy, insolvency or otherwise. In the event the Director or any beneficiary attempts assignment,commutation, hypothecation, transfer or disposal of the benefits hereunder, the Bank’s liabilities shall forthwith cease and terminate. 

 
 B.Binding Obligation of the Bank and any Successor in Interest: 
 

The Bank shall not merge or consolidate into or with another bank or sell substantially all of its assets to another bank, firm or person until such bank,firm or person expressly agree, in writing, to assume and discharge the duties and obligations of the Bank under this Director Plan. This Director Plan shall be binding upon the parties hereto, their successors, beneficiaries, heirs and personalrepresentatives. 

 
 C.Amendment or Revocation: 
 

Subject to Paragraph VII, it is agreed by and between the parties hereto that, during the lifetime of the Director, this Director Plan may be amended orrevoked at any time or times, in whole or in part, by the mutual written consent of the Director and the Bank. 

 
 D.Gender: 
 

Whenever in this Director Plan words are used in the masculine or neuter gender, they shall be read and construed as in the masculine, feminine or neutergender, whenever they should so apply. 

 

24 

**Exhibit 10 (cont.)**

 

 
 E.Effect on Other Bank Benefit Plans: 
 

Nothing contained in this Director Plan shall affect the right of the Director to participate in or be covered by any qualified or non-qualified pension,profit-sharing, group, bonus or other supplemental compensation or fringe benefit plan constituting a part of the Banks existing or future compensation structure. 

 
 F.Headings: 
 

Headings and subheadings in this Director Plan are inserted for reference and convenience only and shall not be deemed a part of this Director Plan.

 
 G.Applicable Law: 
 

The validity and interpretation of this Agreement shall be governed by the laws of the State of West Virginia. 

 
 H.12 U.S.C. § 1828(k): 
 

Any payments made to the Director pursuant to this Director Plan, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. §1828(k) or any regulations promulgated thereunder. 

 
 I.Partial Invalidity: 
 

If any term, provision, covenant, or condition of this Director Plan is determined by an arbitrator or a court, as the case may be, to be invalid, void,or unenforceable, such determination shall not render any other term, provision, covenant, or condition invalid, void, or unenforceable, and the Director Plan shall remain in full force and effect notwithstanding such partial invalidity. 

 
 J.Continuation as Director: 
 

Neither this Agreement nor the payment of any benefits thereunder shall be construed as giving to the Director any right to be retained as a member of theBoard of Directors of the Bank. 

 
 K.Full Year of Service: 
 

Year of Service shall mean a twelve (12) consecutive month period during which the Director served on the Board of the Bank. 

 

**VI. ERISA PROVISION**

 
 A.Named Fiduciary and Plan Administrator: 
 

The “Named Fiduciary and Plan Administrator” of this Director Plan shall be Citizens National Bank until its resignation or removal by theBoard. As Named Fiduciary and Plan Administrator, the Bank shall be responsible for the management, control and administration of the Director Plan. The Named Fiduciary may delegate to others certain aspects of the management and operationresponsibilities of the Director Plan including the employment of advisors and the delegation of ministerial duties to qualified individuals. 

 
 B.Claims Procedure and Arbitration: 
 

In the event a dispute arises over benefits under this Director Plan and benefits are not paid to the Director (or to the Director’s beneficiary(ies)in the case of the Director’s death) and such claimants feel they are entitled to receive such benefits, then a written claim must be made to the Named Fiduciary and Plan Administrator named above 

 

25 

**Exhibit 10 (cont.)**

 

within sixty (60) days from the date payments are refused. The Named Fiduciary and Plan Administrator shall review thewritten claim and if the claim is denied, in whole or in part, they shall provide in writing within sixty (60) days of receipt of such claim the specific reasons for such denial, reference to the provisions of this Director Plan upon which thedenial is based and any additional material or information necessary to perfect the claim. Such written notice shall further indicate the additional steps to be taken by claimants 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 action within the aforesaid sixty-day period. 

 

If claimants desire a second review they shall notify the Named Fiduciary and Plan Administrator in writing within sixty (60) days of the first claimdenial. Claimants may review this Director Plan or any documents relating thereto and submit any written issues and comments it may feel appropriate. In their sole discretion, the Named Fiduciary and Plan Administrator shall then review the secondclaim and provide a written decision within sixty (60) days of receipt of such claim. This decision shall likewise state the specific reasons for the decision and shall include reference to specific provisions of the Plan Agreement upon which thedecision is based. 

 

If claimants continue to dispute thebenefit denial based upon completed performance of this Director Plan or the meaning and effect of the terms and conditions thereof, then claimants may submit the dispute to an arbitrator for final arbitration. The arbitrator shall be selected bymutual agreement of the Bank and the claimants. The arbitrator shall operate under any generally recognized set of arbitration rules. The parties hereto agree that they and their heirs, personal representatives, successors and assigns shall be boundby the decision of such arbitrator with respect to any controversy properly submitted to it for determination. 

 

Where a dispute arises as to the Bank’s discharge of the Director “for cause,” such dispute shall likewise be submitted to arbitration asabove described and the parties hereto agree to be bound by the decision thereunder. 

 

**VII. TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW, RULES OR REGULATIONS**

 

The Bank is entering into this Agreement upon the assumption that certain existing tax laws, rules and regulations will continue in effect in theircurrent form. If any said assumptions should change and said change has a detrimental effect on this Director Plan, then the Bank reserves the right to terminate or modify this Agreement accordingly. Upon a Change of Control (Paragraph IV), thisparagraph shall become null and void effective immediately upon said Change of Control. 

 

**IN WITNESS WHEREOF**, the parties hereto acknowledge that each has carefully read this Agreement and executed the original thereof on the first day set forth hereinabove, and that, upon execution, each has received a conforming copy.

 

26 

**Exhibit 10 (cont.)**

 
    **CITIZENS NATIONAL BANK**    
Elkins, WV

 
 
By:
 
 

Witness
   Title
 
 
By:
 
 

Witness
    
 

27 

**Exhibit 10 (cont.)**

 

**BENEFICIARY DESIGNATION FORM**

**FOR THE DIRECTOR SUPPLEMENTAL RETIREMENT**

**PLAN AGREEMENT**

 
**I.****PRIMARY DESIGNATION**
(You may refer to thebeneficiary designation information prior to completion.) 

 
 **A.****Person(s) as a Primary Designation:**
(Pleaseindicate the percentage for each beneficiary.) 

 

Name                                                                    Relationship                                                        /        %

Address:                                                                                                                                                    

                (Street)                                                            (City)                         (State)                (Zip)

Name                                                                    Relationship                                                        /        %

Address:                                                                                                                                                    

                (Street)                                                            (City)                        (State)                (Zip)

Name                                                                    Relationship                                                        /        %

Address:                                                                                                                                                    

                (Street)                                                            (City)                         (State)                (Zip)

Name                                                                    Relationship                                                        /        %

Address:                                                                                                                                                    

                (Street)                                                            (City)                         (State)                (Zip)

 
 **B.****Estate as a Primary Designation:**
 

My Primary Beneficiary is The Estate of                                                             as set forth in the last will and testament dated the             day of             ,             and any codicils thereto. 

 
 **C.****Trust as a Primary Designation:**
 

Name of the Trust:                                                                                                                                    

 

Execution Date of the Trust:              /              /            

 

Name of the Trustee:                                                                                                                                

 
Beneficiary(ies) of the Trust (please indicate the percentage for each beneficiary):__________________________________________________________________________________________________________________________________________________________________
 

Is this anIrrevocable Life Insurance Trust?     ̈  Yes     ̈  No (If yes and this designation is for a Split Dollar agreement, an Assignment of Rights form should be completed.) 

 

28 

**Exhibit 10 (cont.)**

 
**II.****SECONDARY (CONTINGENT) DESIGNATION**
 
 A.Person(s) as a Secondary (Contingent) Designation: 
(Please indicate the percentage for each beneficiary.) 

 

Name                                                                    Relationship                                                        /        %

Address:                                                                                                                                                    

                (Street)                                                            (City)                         (State)                (Zip)

Name                                                                    Relationship                                                        /        %

Address:                                                                                                                                                    

                (Street)                                                            (City)                        (State)                (Zip)

Name                                                                    Relationship                                                        /        %

Address:                                                                                                                                                    

                (Street)                                                            (City)                         (State)                (Zip)

Name                                                                    Relationship                                                        /        %

Address:                                                                                                                                                    

                (Street)                                                            (City)                         (State)                (Zip)

 
 B.Estate as a Secondary (Contingent) Designation: 
 

My Secondary Beneficiary is The Estate of                                                                                                 as set forth in my last will and testament dated the              day of            ,              and any codicils thereto. 

 
 C.Trust as a Secondary (Contingent) Designation: 
 

Name of theTrust:                                                                                                                                    

 

Execution Date of the Trust:              /              /            

 

Name of theTrustee:                                                                                                                                

 

 
Beneficiary(ies) of the Trust (please indicate the percentage for each beneficiary):__________________________________________________________________________________________________________________________________________________________________
 

All sums payableunder the Director Supplemental Retirement Plan Agreement by reason of my death shall be paid to the Primary Beneficiary(ies), if he or she survives me, and if no Primary Beneficiary(ies) shall survive me, then to the Secondary (Contingent)Beneficiary(ies). This beneficiary designation is valid until the participant notifies the bank in writing. 

 

 
 
 

Date

 

29 

**Exhibit 10 (cont.)**

 

**LIFE INSURANCE**

 

**ENDORSEMENT METHOD SPLIT DOLLAR PLAN**

 

**AGREEMENT**

 

Insurer: 

Policy Number: 

Bank:

Insured: 

Relationship of Insured to Bank: 

Trust: 

 

The respective rights and duties of the Bank and the Insured in the above-referenced policy shall be pursuant to the terms set forth below: 

 

**I. DEFINITIONS**

 

Refer to the policy contract for the definition of any terms in this Agreement that are not defined herein. If the definition of a term in the policy isinconsistent with the definition of a term in this Agreement, then the definition of the term as set forth in this Agreement shall supersede and replace the definition of the terms as set forth in the policy. 

 

**II. POLICY TITLE AND OWNERSHIP**

 

Title and ownership shall reside in the Trustee for the Rabbi Trust for theExecutive Salary Continuation Agreement, Director Fee Continuation Agreement, and the Life Insurance Endorsement Method Split Dollar Agreement for its use and for the use of the Insured all in accordance with this Agreement. The Trustee at thedirection of the Bank may, to the extent of its interest, exercise the right to borrow or withdraw on the policy cash values. Where the Trustee at the direction of the Bank and the Insured (or assignee, with the consent of the Insured) mutuallyagree to exercise the right to increase the coverage under the subject Split Dollar policy, then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to the terms of this Agreement.

 

**III. BENEFICIARY DESIGNATION RIGHTS**

 

The Insured (or assignee) shall have the right and power to designate abeneficiary or beneficiaries to receive the Insured’s share of the proceeds payable upon the death of the Insured, and to elect and change a payment option for such beneficiary, subject to any right or interest the Trustee at the direction ofthe Bank or the Trust may have in such proceeds, as provided in this Agreement. 

 

**IV. PREMIUM PAYMENT METHOD**

 

The Bank or theTrustee at the direction of the Bank shall pay an amount equal to the planned premiums and any other premium payments that might become necessary to keep the policy in force. 

 

**V. TAXABLE BENEFIT**

 

Annually the Insured will receive a taxable benefit equal to the assumed cost of insurance as required by the Internal Revenue Service. The Bank or theTrustee at the direction of the Bank will report to the Insured the amount of imputed income each year on Form W-2 or its equivalent. 

 

30 

**Exhibit 10 (cont.)**

 

**VI. DIVISION OF DEATH PROCEEDS**

 

Subject to Paragraphs VII, IX, and Subparagraph VI (D) herein, the division of the death proceeds of the policy is as follows: 

 
 A.At death, if the Insured is serving on the Board of the Bank, has suffered a termination of service on the Board of the Bank due to disability*, or has attained age sixty-five (65)or older AND has served on the Board of the Bank for fifteen (15) full years (Paragraph XX) from the date of first service, the Insured’s beneficiary(ies), designated in accordance with Paragraph III, shall be entitled to a total death benefitamount equal to One Hundred Thousand and 00/100ths Dollars ($100,000.00). Said amount shall be paid to the Director in part from the Citizens National Bank Group Term Life Insurance Plan and the remainder to be paid under this Split Dollar PlanAgreement in accordance with the schedule hereinbelow that corresponds to the age of the Director at death. 
 

**Age of Director at Death**
  
**Citizens National**