EXHIBIT 10.4 1986 DIRECTOR'S DEFERRED COMPENSATION AGREEMENT

                               FOR A. JEROME COOK

DIRECTOR'S COMPENSATION AGREEMENT
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This Agreement is entered into this first day of January, 1986, between THE
JUNIATA VALLEY BANK, P.O. Box 66, Mifflintown, Pennsylvania 17059 (herein
referred to as the "Bank") and A. JEROME COOK, 311 Orange St., Mifflintown,
Pennsylvania 17059 (herein referred to as the "Director").


WITNESSETH
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WHEREAS, the Bank recognizes that the competent and faithful efforts of Director
on behalf of the Bank have contributed significantly to the success and growth
of the Bank; and

WHEREAS, the Bank values the efforts, abilities and accomplishments of the
Director and recognizes that his services are vital to its continued growth and
profits in the future; and

WHEREAS, the Bank desires to compensate the Director and retain his services for
five years, if elected, to serve on the Board of Directors. Such compensation is
set forth below; and

WHEREAS, the Director, in consideration of the foregoing, agrees to continue to
serve as a Director, if elected,

NOW, THEREFORE, it is mutually agreed as follows:

1.   Compensation. The Bank agrees to pay Director the total sum of $475,370
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     payable in monthly installments of $3,961.42 for 120 consecutive months,
     commencing on the first day of the month following Director's 65th
     birthday. Payments to the Director will terminate when the 120 payments
     have been made or at the time of the Director's death, whichever occurs
     first.

2.   Death of Director Before Age 65. In the event Director should die before
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     reaching age 65, the Bank agrees to pay to Director's beneficiary (ies)
     designated in writing to the Bank, the sum of $3,961.42 per month for 120
     consecutive months. Payments will begin on the first day of the month
     following Director's death.

3.   Death of Director After Age 65. If the Director dies after age 65 prior to
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     receiving the full 120 monthly installments, the remaining monthly
     installments will be paid to the Director's designated beneficiary (ies).
     The beneficiary (ies) shall receive all remaining monthly installments
     which the Director would have received until the total sum of $475,370 set
     forth in paragraph "1" is paid. If the Director fails to designate a
     beneficiary in writing to the Bank, the balance of monthly installments at
     the time of his death shall be paid to the legal representative of the
     estate of the Director.

4.   Termination of Service as A Director. If the Director, for any reason other
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     than death, fails to serve five consecutive years as a Director, he will
     receive monthly compensation beginning at age 65 on the basis that the
     number of full months served bears to the required number of 60 months
     times the compensation stated in paragraph "1". For example, if the
     Director serves only 36 months, he will be entitled to 36/60 or 60% of the
     compensation stated in paragraph "1".


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5.   Suicide. No payments will be made to the Director's beneficiary (ies) or to
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     his estate in the event of death by suicide during the first three years of
     this agreement.

6.   Status of Agreement. This agreement does not constitute a contract of
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     employment between the parties, nor shall any provision of this agreement
     restrict the right of the Bank's Shareholders to replace the Director or
     the right of the Director to terminate his service.

7.   Binding Effect. This agreement shall be binding upon the parties hereto and
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     upon the successors and assigns of the Bank, and upon the heirs and legal
     representatives of the Director.

8.   Forfeiture of Compensation by Competition. The Director agrees that all
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     rights to compensation following age 65 shall be forfeited by him if he
     engages in competition with the Bank, without the prior written consent of
     the Bank, within a radius of 5 miles of the main office of the Bank for a
     period of ten years, coinciding with the number of years that the Director
     shall receive such compensation.

9.   Assignment of Rights. None of the rights to compensation under this
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     Agreement are assignable by the Director or any beneficiary or designee of
     the Director and any attempt to anticipate, sell, transfer, assign, pledge,
     encumber or change Director's right to receive compensation, shall be void.

10.  Status of Director's Rights. The rights granted to the Director or any
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     designee or beneficiary under this Agreement shall be solely those of an
     unsecured creditor of the Bank.

11.  Amendments. This Agreement may be amended only by a written Agreement
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     signed by the parties.

12.  If the Bank shall acquire an insurance policy or any other asset in
     connection with the liabilities assumed by it hereunder, it is expressly
     understood and agreed that neither Director nor any beneficiary of Director
     shall have any right with respect to, or claim against, such policy or in
     the title to such other asset. Such policy or asset shall not be deemed to
     be held under any trust for the benefit of Director or his beneficiaries or
     to be held in any way as collateral security for the fulfilling of the
     obligations of the Bank under this Agreement except as may be expressly
     provided by the terms of such policy or other asset. It shall be, and
     remain, a general, unpledged, unrestricted asset of the Bank.

13.  This agreement shall be construed under and governed by the laws of the
     State of Pennsylvania.

14.  Interpretation. Wherever appropriate in this Agreement, words used in the
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     singular shall include the plural and the masculine shall include the
     feminine gender.


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15.  This Agreement shall be binding upon and inure to the benefit of any
     successor of the Bank and any such successor shall be deemed substituted
     for the Bank under the terms of this Agreement. As used herein, the term
     "successor" shall include any person, corporation or other business entity
     which at any time, whether by merger, purchase or otherwise, acquires all
     or substantially all of the stock, assets or business of the Bank.

16.  If the Bank's marginal income tax bracket is different from 46% at the time
     deferred income payments are made under this Agreement to the Director or
     his beneficiary (ies), the payments may be adjusted by the Board of
     Directors to reflect that change. The following formula could be used to
     calculate the change in benefits: Monthly Income (As Shown) X .54 divided
     by 1 - Tax Bracket

17.  All compensation provided by this Agreement is in addition to that which is
     provided under the Director's Compensation Agreement dated January 1, 1982.