Exhibit 10.7
 FIRST AMENDMENT
TO THE
JUNIATA VALLEY BANK
AND
JUNIATA VALLEY FINANCIAL CORP.
DIRECTORS DEFERRED COMPENSATION PLAN
  WITNESSETH:
     (d)
    
    Notwithstanding the foregoing, if the
Participant who becomes eligible for a payment hereunder on
account of a resignation or other separation from service as a
Director is at such time a key employee (as defined in Code
Section 416(i) without regard to paragraph (5) thereof) of a
Sponsor, any benefit otherwise payable hereunder during the
initial six months following the resignation or other
separation from service shall be accumulated and paid
commencing on the earlier of January 1 or July 1
coinciding with or next following the first day of the
seventh month following the resignation or other separation
from service.




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(b)
    
    In the event of permanent disability (as
defined below) before full payment of a Participants account
balance has been made, the Board of Directors shall pay the
balance of any deferred amount in one lump sum. Such payout
shall be made to the Participant, or to the legal
representative of such Participant pursuant to paragraph (c) of
Section XIV.
 Permanent Disability:The Participant will be considered
permanently disabled for the purposes of this Plan if the
Participant, by reason of a medically determinable physical
or medical impairment that can be expected to result in
death or to last for a continuous period of at least twelve
months, (i) is unable to engage in any substantial gainful
activity or (ii) has received income replacement benefits
for a period of at least three months under an accident or
health plan of the Sponsor.
 (c)
    
    In the event of a Participants unforeseeable
emergency, the Participant may submit a written petition to
the Board of Directors for an early withdrawal from his or her
remaining account balance. The Board of Directors shall
determine whether a withdrawal is necessary on account of the
unforeseeable emergency. A Participant requesting a
distribution under this provision shall have the burden of
presenting to the Board evidence of the unforeseeable
emergency, and the Board shall not approve such request without
first receiving such evidence. Any early withdrawal approved
by the Board of Directors is limited to the amount necessary to
meet the unforeseeable emergency.
 Unforeseeable Emergency:An unforeseeable emergency is a
severe financial hardship to the Participant resulting from
an injury or illness of himself, a spouse or dependent (as
defined in Code Section 152, without regard to 152(b)(1),
(b)(2) and (d)(1)(B)) resulting in medical expenses, a
casualty loss of the Participants property, or other
similar extraordinary and unforeseeable circumstances
arising because of events beyond the Participants control.
 The need to send a Participants child to college or the
desire to purchase a home are not considered to be
unforeseeable emergencies.
 (d)
    
    On and after January 1, 2005, no modifications
shall be available or permitted.
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(h)
    
    The Sponsors intend that the Plan, for periods
of time on and after January 1, 2005, constitute a
nonqualified deferred compensation plan within the meaning
of, and subject to the requirements and limitations of, Code
Section 409A, and accordingly it shall be administered, applied
and interpreted at all times to meet the requirements of Code
Section 409A(a)(2), (3) and (4).
   JUNIATA VALLEY BANK/s/ Judy Robinson

Witness
    
    
    
    By:
    
    /s/ Ronald Witherite

Title:JUNIATA VALLEY FINANCIAL CORP./s/ Judy Robinson

Witness
    
    
    
    By:
    
    /s/  Ronald Witherite

Title:
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SECOND AMENDMENT
TO THE
JUNIATA VALLEY BANK
AND
JUNIATA VALLEY FINANCIAL CORP.
DIRECTORS DEFERRED COMPENSATION PLAN
  WITNESSETH:
  The Plan is hereby amended as set forth below:
  VII. Deferral Accounts
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JUNIATA VALLEY BANK/s/ JoAnn McMinn

Witness
    
    
    
    By:
    
    /s/ Charles L. Hershberger

Title: SecretaryJUNIATA VALLEY FINANCIAL CORP./s/ JoAnn McMinn

Witness
    
    
    
    By:
    
    /s/ Charles L. Hershberger

Title: SecretaryDecember 21, 2010

Date
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