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Exhibit 10.19
Salary Continuation Agreement with JoAnn N. McMinn




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THE JUNIATA VALLEY BANK
SALARY CONTINUATION AGREEMENT
   Article 1
Definitions
  1.1
    
    Beneficiary means each designated person or entity, or the estate of the deceased
Executive, entitled to any benefits upon the death of the Executive pursuant to Article 4.1.2
    
    Beneficiary Designation Form means the form established from time to time by the
Plan Administrator that the Executive completes, signs and returns to the Plan Administrator
to designate one or more Beneficiaries.1.3
    
    Board means the Board of Directors of the Bank as from time to time constituted.1.4
    
    Change in Control means a change in the ownership or effective control of the Bank,
or in the ownership of a substantial portion of the assets of the Bank, as such change is
defined in Code Section 409A and regulations thereunder.1.5
    
    Code means the Internal Revenue Code of 1986, as amended, and all regulations and
guidance thereunder, including such regulations and guidance as may be promulgated after the
Effective Date.1.6
    
    Corporation means The Juniata Valley Financial Corp.1.7
    
    Disability means the Executive: (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less
than twelve (12) months; or (ii) is, by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, receiving income replacement benefits
for a period of not less than three (3) months under an accident and health plan covering
employees or directors of the Bank. Medical determination of




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Disability may be made by either the Social Security Administration or by the provider of
disability insurance covering employees or directors of the Bank provided that the
definition of disability applied under such insurance program complies with the
requirements of the preceding sentence. Upon the request of the Plan Administrator, the
Executive must submit proof to the Plan Administrator of the Social Security
Administrations or the providers determination.
 1.8
    
    Early Retirement Age means the earlier of : (1) the date the Executive reaches age
fifty-five (55) or older with twenty (20) or more Years of Service, or (2) age sixty-two (62).1.9
    
    Early Retirement Date means the month, day and year in which Early Retirement
occurs.1.10
    
    Early Termination means the Executives Separation from Service before attainment
of Normal Retirement Age except reasons other than death, Disability, Termination for Cause or
following a Change in Control.1.11
    
    Effective Date means November 1, 2007.1.12
    
    Normal Retirement Age means the Executives age sixty-five (65).1.13
    
    Normal Retirement Date means the later of Normal Retirement Age or Separation from
Service.1.14
    
    Plan Administrator means the Board or such committee or person as the Board shall
appoint.1.15
    
    Plan Year means each twelve (12) month period commencing on February 1 and ending
on January 31 of each year. The initial Plan Year shall commence on the Effective Date of
this Agreement and end on the following January 31.1.16
    
    Schedule A means the schedule attached to this Agreement and made a part hereof.
Schedule A shall be updated upon a change in any of the benefits under Articles 2 or 3.1.17
    
    Separation from Service means termination of the Executives employment with the
Bank for reasons other than death or Disability. Whether a Separation from Service has
occurred is determined in accordance with the requirements of Code Section 409A based on
whether the facts and circumstances indicate that the Bank and Executive reasonably
anticipated that no further services would be performed after a certain date or that the level
of bona fide services the Executive would perform after such date (whether as an employee or
as an independent contractor) would permanently decrease to no more than twenty percent (20%)
of the average level of bona fide services performed (whether as an employee or an independent
contractor) over the immediately preceding thirty-six (36) month period (or the full period of
services to the Bank if the Executive has been providing services to the Bank less than
thirty-six (36) months).




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1.18
    
    Specified Employee means a key employee (as defined in Section 416(i) of the Code
without regard to paragraph 5 thereof) of the Bank if any stock of the Bank is publicly traded
on an established securities market or otherwise.1.19
    
    Termination for Cause means Separation from Service for:
 (a)
    
    Gross negligence or gross neglect of duties to the Bank;(b)
    
    Conviction of a felony or of a gross misdemeanor involving moral turpitude in
connection with the Executives employment with the Bank; or(c)
    
    Fraud, disloyalty, dishonesty or willful violation of any law or significant
Bank policy committed in connection with the Executives employment and resulting in a
material adverse effect on the Bank.
 1.20
    
    Years of Service means the total number of continuous years of employment with the
Corporation or any of its subsidiaries, inclusive of any years of employment with Lewistown
Trust Company and inclusive of any approved leaves of absences.
 Article 2
Distributions During Lifetime
 2.1
    
    Normal Retirement Annual Benefit. Upon the Executives Separation from Service after
attaining Normal Retirement Age for reasons other than death, the Bank shall distribute to the
Executive the benefit described in this Section 2.1 in lieu of any other benefit under this
Article.
 2.1.1
    
    Amount of Benefit. The Annual Normal Retirement Benefit under this
Section 2.1 is Sixteen Thousand ($16,000). The Bank may increase the annual benefit
under this Section 2.1 at the sole and absolute discretion of the Banks Board of
Directors at any time prior to the Normal Retirement Date. Any increase in the annual
benefit shall require the recalculation of all the amounts on Schedule A attached
hereto.2.1.2
    
    Distribution of Benefit. The Bank shall distribute the annual benefit
to the Executive in twelve (12) equal monthly installments commencing on the first day
of the month following the Normal Retirement Date. The annual benefit shall be
distributed to the Executive for fifteen (15) years.
 2.2
    
    Early Retirement Annual Benefit. Upon Termination of Employment on or after Early
Retirement Age, but before Normal Retirement Age, the Bank shall distribute to the Executive
the benefit described in this Section 2.2 in lieu of any other benefit under this Article.
 2.2.1
    
    Amount of Benefit. The benefit under this Section 2.2 is the Early
Retirement Annual Benefit amount set forth in Schedule A for the Plan Year ended
immediately prior to the Early Retirement Date.




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2.2.2
    
    Distribution of Benefit. The Bank shall distribute the annual benefit
to the Executive in twelve (12) equal monthly installments commencing on the first day
of the month following the Early Retirement Date. The annual benefit shall be
distributed to the Executive for fifteen (15) years.
 2.3
    
    Early Termination Benefit. If the Executive terminates employment prior to Early
Retirement Age, the Executive will not be entitled to a benefit under this Agreement.2.4
    
    Disability Benefit.If the Executive experiences a Disability prior to Normal
Retirement Age, the Bank shall distribute to the Executive the benefit described in this
Section 2.4 in lieu of any other benefit under this Article.
 2.4.1
    
    Amount of Benefit.The benefit under this Section 2.4 is the
Disability Annual Benefit amount set forth in Schedule A for the Plan Year ending
immediately prior to the occurrence of such Disability.2.4.2
    
    Distribution of Benefit. The Bank shall distribute the benefit to the
Executive in twelve (12) equal monthly installments commencing on the first day of the
month following Normal Retirement Age. The annual benefit shall be distributed to the
Executive for fifteen (15) years.
 2.5
    
    Change in Control Benefit. If the Executive is in the active service of the Bank at
the time of a Change in Control, and does not resign his employment with the Bank prior to the
consummation of the transaction which constitutes the Change in Control, the Bank shall pay to
the Executive the benefit described in this Section 2.5 in lieu of any other benefit under
this Agreement after Separation from Service.
 2.5.1
    
    Amount of Benefit.The benefit is the Change in Control Annual
Benefit amount set forth in Schedule A for the Plan Year ended immediately prior to the
Plan Year in which Separation from Service occurs.2.5.2
    
    Distribution of Benefit. The Bank shall distribute the annual benefit
to the Executive in twelve (12) equal monthly installments commencing on the first day
of the month following Separation from Service. The annual benefit shall be
distributed to the Executive for fifteen (15) years.
 2.6
    
    Restriction on Timing of Distributions.  Notwithstanding any provision of this
Agreement to the contrary, if the Executive is considered a Specified Employee at Termination
of Employment under such procedures as established by the Bank in accordance with Section 409A
of the Code, benefit distributions that are made upon Termination of Employment may not
commence earlier than six (6) months after the date of such Termination of Employment.
Therefore, in the event this Section 2.6 is applicable to the Executive, any distribution
which would otherwise be paid to the Executive within the first six months following the
Termination of Employment shall be accumulated and paid to the Executive in a lump sum on the
first day of the seventh




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month following the Termination of Employment. All subsequent distributions shall be paid in the manner specified.
 2.7
    
    Distributions Upon Income Inclusion Under Section 409A of the Code. Upon the
inclusion of any amount into the Executives income as a result of the failure of this
non-qualified deferred compensation plan to comply with the requirements of Section 409A of
the Code, to the extent such tax liability can be covered by the entire amount accrued by the
Bank with respect to the Banks obligations hereunder, a distribution shall be made as soon as
is administratively practicable following the discovery of the plan failure.2.8
    
    Change in Form or Timing of Distributions. All changes in the form or timing of
distributions hereunder must comply with the following requirements. The changes:
 (a)
    
    may not accelerate the time or schedule of any distribution,
except as provided in Section 409A of the Code and the regulations thereunder;(b)
    
    must, for benefits distributable under Section 2.4, be made at
least twelve (12) months prior to the first scheduled distribution;(c)
    
    must, for benefits distributable under Sections 2.1, 2.2 and
2.5, delay the commencement of distributions for a minimum of five (5) years
from the date the first distribution was originally scheduled to be made;
and(d)
    
    must take effect not less than twelve (12) months after the
election is made.
 Article 3
Distribution at Death
 3.1
    
    Death During Active Service. If the Executive dies prior to Separation from Service
or Disability, the Bank shall distribute to the Beneficiary the benefit described in this
Section 3.1. This benefit shall be distributed in lieu of any benefit under Article 2.
 3.1.1
    
    Amount of Benefit. The benefit under this Section 3.1 is the Annual
Death Benefit for the Plan Year prior to death as set forth on Schedule A.3.1.2
    
    Distribution of Benefit. The Bank shall distribute the annual benefit
to the Beneficiary in twelve (12) equal monthly installments commencing on the first
day of the month following the Executives death. The annual benefit shall be
distributed to the Executive for fifteen (15) years.
 3.2
    
    Death During Distribution of a Benefit. If the Executive dies after any benefit
distributions under Article 2 have commenced under this Agreement but before receiving all
such distributions, the Bank shall distribute to the Beneficiary the remaining benefits at the
same time and in the same amounts they would have been distributed to the Executive had the
Executive survived.
 3.3
    
    Death Before Benefit Distributions Commence.If the Executive is entitled to benefit
distributions under Article 2 of this Agreement but dies prior to the date that




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commencement
of said benefit distributions are scheduled to be made under this Agreement, the Bank shall
distribute to the Beneficiary the same benefits to which the
Executive was entitled prior to death, except that the benefit distributions shall commence
upon the death of the Executive.
 Article 4
Beneficiaries
 4.1
    
    In General. The Executive shall have the right, at any time, to designate a
Beneficiary to receive any benefit distributions under this Agreement upon the death of the
Executive. The Beneficiary designated under this Agreement may be the same as or different
from the beneficiary designated under any other plan of the Bank in which the Executive
participates.4.2
    
    Designation. The Executive shall designate a Beneficiary by completing and signing
the Beneficiary Designation Form and delivering it to the Plan Administrator or its designated
agent. If the Executive names someone other than the Executives spouse as a Beneficiary, the
Plan Administrator may, in its sole discretion, determine that spousal consent is required to
be provided in a form designated by the Plan Administrator, executed by the Executives spouse
and returned to the Plan Administrator. The Executives beneficiary designation shall be
deemed automatically revoked if the Beneficiary predeceases the Executive or if the Executive
names a spouse as Beneficiary and the marriage is subsequently dissolved. The Executive shall
have the right to change a Beneficiary by completing, signing and otherwise complying with the
terms of the Beneficiary Designation Form and the Plan Administrators rules and procedures.
Upon the acceptance by the Plan Administrator of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be cancelled. The Plan Administrator shall be
entitled to rely on the last Beneficiary Designation Form filed by the Executive and accepted
by the Plan Administrator prior to the Executives death.4.3
    
    Acknowledgment. No designation or change in designation of a Beneficiary shall be
effective until received, accepted and acknowledged in writing by the Plan Administrator or
its designated agent.4.4
    
    No Beneficiary Designation. If the Executive dies without a valid beneficiary
designation, or if all designated Beneficiaries predecease the Executive, then the Executives
spouse shall be the designated Beneficiary. If the Executive has no surviving spouse, any
benefit shall be paid to the Executives estate.4.5
    
    Facility of Distribution. If the Plan Administrator determines in its discretion
that a benefit is to be distributed to a minor, to a person declared incompetent or to a
person incapable of handling the disposition of that persons property, the Plan Administrator
may direct distribution of such benefit to the guardian, legal representative or person having
the care or custody of such minor, incompetent person or incapable person. The Plan
Administrator may require proof of incompetence, minority or guardianship as it may deem
appropriate prior to distribution of the benefit. Any distribution of a benefit




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shall be a distribution for the account of the Executive and the Beneficiary, as the case
may be, and shall completely discharge any liability under this Agreement for such
distribution amount.
 Article 5
General Limitations
 5.1
    
    Excess Parachute or Golden Parachute Payment. Notwithstanding any provision of this
Agreement to the contrary, the Bank shall not distribute any benefit under this Agreement to
the extent the benefit would be an excess parachute payment under Section 280(G) of the Code
or would be a prohibited golden parachute payment pursuant to 12 C.F.R. §359.2 and for which
the appropriate federal banking agency has not given written consent to pay pursuant to 12
C.C.R. §359.4.5.2
    
    Removal. Notwithstanding any provision of this Agreement to the contrary, the Bank
shall not distribute any benefit under this Agreement if the Executive is subject to a final
removal or prohibition order issued by an appropriate federal banking agency pursuant to
Section 8(e) of the Federal Deposit Insurance Act. Notwithstanding anything herein to the
contrary, any payments made to the Executive pursuant to this Agreement, or otherwise, shall
be subject to and conditioned upon compliance with 12 U.S.C. 1828 and FDIC Regulation 12 CFR
Part 359, Golden Parachute Indemnification Payments and any other regulations or guidance
promulgated thereunder.5.3
    
    Suicide or Misstatement. No benefit shall be distributed if the Executive commits
suicide within two (2) years after the Effective Date, or if an insurance company which issued
a life insurance policy covering the Executive and owned by the Bank denies coverage (i) for
material misstatements of fact made by the Executive on an application for such life
insurance, or (ii) for any other reason.5.4
    
    Non-compete Provision. The Executive shall forfeit any non-distributed benefits
under this Agreement if during the term of this Agreement and within thirty (36) months
following a Separation from Service, the Executive, directly or indirectly, either as an
individual or as a proprietor, stockholder, partner, officer, director, employee, agent,
consultant or independent contractor of any individual, partnership, corporation or other
entity (excluding an ownership interest of one percent (1%) or less in the stock of a
publicly-traded company):
 (i)
    
    becomes employed by, participates in, or becomes connected in any manner with
the ownership, management, operation or control of any bank, savings and loan or other
similar financial institution, as that term is defined in the Gramm-Leach-Bailey Act of
1999, Pub. L. 106-102 that has its main office, a branch office, or conducts any
business within a forty (40) mile radius of Mifflintown, Pennsylvania; or(ii)
    
    participates in any way in hiring or otherwise engaging, or assisting any other
person or entity in hiring or otherwise engaging, on a temporary, part-time or




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permanent basis, any individual who was employed by the Corporation or any of
its subsidiaries during the three (3) year period immediately prior to the
termination of the Executives employment; or
 (iii)
    
    assists, advises, or serves in any capacity, representative or otherwise, any
third party in any action against the Corporation or any of its subsidiaries or
transaction involving the Corporation or any of its subsidiaries;(iv)
    
    sells, offers to sell, provides banking or other financial services, assists
any other person in selling or providing banking or other financial services, or
solicits or otherwise competes for, either directly or indirectly, any orders,
contract, or accounts for services of a kind or nature like or substantially similar to
the financial services performed or financial products sold by the Corporation or any
of its subsidiaries (the preceding hereinafter referred to as Services), to or from
any person or entity from whom the Executive or the Corporation or any of its
subsidiaries, to the knowledge of the Executive provided banking or other financial
services, sold, offered to sell or solicited orders, contracts or accounts for Services
during the three (3) year period immediately prior to the termination of the
Executives employment;(v)
    
    divulges, discloses, or communicates to others in any manner whatsoever, any
confidential information of the Corporation or any of its subsidiaries, to the
knowledge of the Executive, including, but not limited to, the names and addresses of
customers or prospective customers, of the Corporation or any of its subsidiaries, as
they may have existed from time to time, of work performed or services rendered for any
customer, any method and/or procedures relating to projects or other work developed for
the Corporation or any of its subsidiaries, earnings or other information concerning
the Corporation or any of its subsidiaries. The restrictions contained in this
subparagraph (v) apply to all information regarding the Corporation or any of its
subsidiaries, regardless of the source who provided or compiled such information.
Notwithstanding anything to the contrary, all information referred to herein shall not
be disclosed unless and until it becomes known to the general public from sources other
than the Executive.5.4.1
    
    Judicial Remedies. In the event of a breach or threatened breach by
the Executive of any provision of these restrictions, the Executive recognizes the
substantial and immediate harm that a breach or threatened breach will impose upon the
Corporation or any of its subsidiaries, and further recognizes that in such event
monetary damages may be inadequate to fully protect the Corporation or any of its
subsidiaries. Accordingly, in the event of a breach or threatened breach of these
restrictions, the Executive consents to the Corporation or any of its subsidiaries
entitlement to such ex parte, preliminary, interlocutory, temporary or
permanent injunctive, or any other equitable relief, protecting and fully enforcing the
Corporation or any of its subsidiaries rights hereunder and preventing the Executive
from further breaching any of his obligations set forth herein. Nothing




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herein shall
be construed as prohibiting the Corporation or any of its subsidiaries
from pursuing any other remedies available to the Corporation or any of its
subsidiaries at law or in equity for such breach or threatened breach, including the
recovery of damages from the Executive. The Executive expressly acknowledges and
agrees that: (i) the restrictions set forth in Section 5.4 hereof are reasonable, in
terms of scope, duration, geographic area, and otherwise, (ii) the protections
afforded the Corporation or any of its subsidiaries in Section 5.4 hereof are
necessary to protect its legitimate business interest, (iii) the restrictions set
forth in Section 5.4 hereof will not be materially adverse to the Executives
employment with the Corporation or any of its subsidiaries, and (iv) his agreement
to observe such restrictions forms a material part of the consideration for this
Agreement.
 5.4.2
    
    Overbreadth of Restrictive Covenant. It is the intention of the
parties that if any restrictive covenant in this Agreement is determined by a court of
competent jurisdiction to be overly broad, then the court should enforce such
restrictive covenant to the maximum extent permitted under the law as to area, breadth
and duration.
 5.5
    
    Change in Control. The forfeiture provision detailed in Section 5.4 hereof shall not
be enforceable following a Change in Control.
 Article 6
Administration of Agreement
 6.1
    
    Plan Administrator Duties. The Plan Administrator shall administer this Agreement
according to its express terms and shall also have the discretion and authority to (i) make,
amend, interpret and enforce all appropriate rules and regulations for the administration of
this Agreement and (ii) decide or resolve any and all questions, including interpretations of
this Agreement, as may arise in connection with this Agreement to the extent the exercise of
such discretion and authority does not conflict with Code Section 409A.6.2
    
    Agents. In the administration of this Agreement, the Plan Administrator may employ
agents and delegate to them such administrative duties as the Plan Administrator sees fit,
including acting through a duly appointed representative, and may from time to time consult
with counsel who may be counsel to the Bank.6.3
    
    Binding Effect of Decisions. Any decision or action of the Plan Administrator with
respect to any question arising out of or in connection with the administration,
interpretation or application of this Agreement and the rules and regulations promulgated
hereunder shall be final and conclusive and binding upon all persons having any interest in
this Agreement.6.4
    
    Indemnity of Plan Administrator. The Bank shall indemnify and hold harmless the Plan
Administrator against any and all claims, losses, damages, expenses or liabilities arising




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from any action or failure to act with respect to this Agreement, except in the case of
willful misconduct by the Plan Administrator.
 6.5
    
    Bank Information. To enable the Plan Administrator to perform its functions, the
Bank shall supply full and timely information to the Plan Administrator on all matters
relating to the date and circumstances of the Executives death, Disability or Separation from
Service, and such other pertinent information as the Plan Administrator may reasonably
require.6.6
    
    Annual Statement. The Plan Administrator shall provide to the Executive, within one
hundred twenty (120) days after the end of each Plan Year, a statement setting forth the
benefits to be distributed under this Agreement.
 Article 7
Claims And Review Procedures
 7.1
    
    Claims Procedure. An Executive or Beneficiary (claimant) who has not received
benefits under this Agreement that he or she believes should be distributed shall make a claim
for such benefits as follows:
 7.1.1
    
    Initiation  Written Claim. The claimant initiates a claim by
submitting to the Plan Administrator a written claim for the benefits. If such a claim
relates to the contents of a notice received by the claimant, the claim must be made
within sixty (60) days after such notice was received by the claimant. All other
claims must be made within one hundred eighty (180) days of the date on which the event
that caused the claim to arise occurred. The claim must state with particularity the
determination desired by the claimant.7.1.2
    
    Timing of Plan Administrator Response.The Plan Administrator shall
respond to such claimant within ninety (90) days after receiving the claim. If the
Plan Administrator determines that special circumstances require additional time for
processing the claim, the Plan Administrator can extend the response period by an
additional ninety (90) days by notifying the claimant in writing, prior to the end of
the initial ninety (90) day period, that an additional period is required. The notice
of extension must set forth the special circumstances and the date by which the Plan
Administrator expects to render its decision.7.1.3
    
    Notice of Decision. If the Plan Administrator denies part or all of
the claim, the Plan Administrator shall notify the claimant in writing of such denial.
The Plan Administrator shall write the notification in a manner calculated to be
understood by the claimant. The notification shall set forth:
 (a)
    
    The specific reasons for the denial;




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(b)
    
    A reference to the specific provisions of this Agreement on
which the denial is based;(c)
    
    A description of any additional information or material
necessary for the claimant to perfect the claim and an explanation of why it is
needed;(d)
    
    An explanation of this Agreements review procedures and the
time limits applicable to such procedures; and(e)
    
    A statement of the claimants right to bring a civil action
under ERISA Section 502(a) following an adverse benefit determination on
review.
 7.2
    
    Review Procedure. If the Plan Administrator denies part or all of the claim, the
claimant shall have the opportunity for a full and fair review by the Plan Administrator of
the denial as follows:
 7.2.1
    
    Initiation  Written Request. To initiate the review, the claimant,
within sixty (60) days after receiving the Plan Administrators notice of denial, must
file with the Plan Administrator a written request for review.7.2.2
    
    Additional Submissions  Information Access. The claimant shall then
have the opportunity to submit written comments, documents, records and other
information relating to the claim. The Plan Administrator shall also provide the
claimant, upon request and free of charge, reasonable access to, and copies of, all
documents, records and other information relevant (as defined in applicable ERISA
regulations) to the claimants claim for benefits.7.2.3
    
    Considerations on Review. In considering the review, the Plan
Administrator shall take into account all materials and information the claimant
submits relating to the claim, without regard to whether such information was submitted
or considered in the initial benefit determination.7.2.4
    
    Timing of Plan Administrator Response. The Plan Administrator shall
respond in writing to such claimant within sixty (60) days after receiving the request
for review. If the Plan Administrator determines that special circumstances require
additional time for processing the claim, the Plan Administrator can extend the
response period by an additional sixty (60) days by notifying the claimant in writing,
prior to the end of the initial sixty (60) day period, that an additional period is
required. The notice of extension must set forth the special circumstances and the
date by which the Plan Administrator expects to render its decision.7.2.5
    
    Notice of Decision. The Plan Administrator shall notify the claimant
in writing of its decision on review. The Plan Administrator shall write the
notification in a manner calculated to be understood by the claimant. The notification
shall set forth:
 (a)
    
    The specific reasons for the denial;




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(b)
    
    A reference to the specific provisions of this Agreement on
which the denial is based;(c)
    
    A statement that the claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies of, all documents,
records and
other information relevant (as defined in applicable ERISA regulations) to
the claimants claim for benefits; and(d)
    
    A statement of the claimants right to bring a civil action
under ERISA Section 502(a).
 Article 8
Amendments and Termination
 8.1
    
    Amendments. This Agreement may be amended only by a written agreement signed by the
Bank and the Executive. However, the Bank may unilaterally amend this Agreement to conform
with written directives to the Bank from its auditors or banking regulators or to comply with
legislative changes or tax law, including without limitation Section 409A of the Code and any
and all Treasury regulations and guidance promulgated thereunder.8.2
    
    Plan Termination Generally. This Agreement may be terminated only by a written
agreement signed by the Bank and the Executive. The benefit hereunder shall be the entire
amount accrued by the Bank with respect to the Banks obligations hereunder as of the date the
Agreement is terminated. Except as provided in Section 8.3, the termination of this Agreement
shall not cause a distribution of benefits under this Agreement. Rather, after such
termination benefit distributions will be made at the earliest distribution event permitted
under Article 2 or Article 3.8.3
    
    Plan Terminations Under Section 409A. Notwithstanding anything to the contrary in
Section 7.2, if this Agreement terminates in the following circumstances:
 (a)
    
    Within thirty (30) days before or twelve (12) months after a Change of Control,
provided that all distributions are made no later than twelve (12) months following
such termination of the Agreement and further provided that all the Banks arrangements
which are substantially similar to the Agreement are terminated so the Executive and
all participants in the similar arrangements are required to receive all amounts of
compensation deferred under the terminated arrangements within twelve (12) months of
the termination of the arrangements;(b)
    
    Upon the Banks dissolution or with the approval of a bankruptcy court provided
that the amounts deferred under the Agreement are included in the Executives gross
income in the latest of (i) the calendar year in which the Agreement terminates; (ii)
the calendar year in which the amount is no longer subject to a substantial risk of
forfeiture; or (iii) the first calendar year in which the distribution is
administratively practical; or(c)
    
    Upon the Banks termination of this and all other arrangements that would be
aggregated with this Agreement pursuant to Treasury Regulations Section 1.409A-1(c) if
the Executive participated in such arrangements (Similar Arrangements), provided that
(i) the termination and liquidation does not occur




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proximate to a downturn in the
financial health of the Bank, (ii) all termination distributions are made no earlier
than twelve (12) months and no later than twenty-four (24) months following such
termination, and (iii) the Bank does not adopt any new arrangement that would be a
Similar Arrangement for a minimum
of three (3) years following the date the Bank takes all necessary action to
irrevocably terminate and liquidate the Agreement;
  Article 9
Miscellaneous
 9.1
    
    Binding Effect. This Agreement shall bind the Executive and the Bank and their
beneficiaries, survivors, executors, administrators and transferees.9.2
    
    No Guarantee of Employment. This Agreement is not a contract for employment. It
does not give the Executive the right to remain as an employee of the Bank nor interfere with
the Banks right to discharge the Executive. It does not require the Executive to remain an
employee nor interfere with the Executives right to terminate employment at any time.9.3
    
    Non-Transferability. Benefits under this Agreement cannot be sold, transferred,
assigned, pledged, attached or encumbered in any manner.9.4
    
    Tax Withholding and Reporting. The Bank shall withhold any taxes that are required
to be withheld, including but not limited to taxes owed under Code Section 409A from the
benefits provided under this Agreement. The Executive acknowledges that the Banks sole
liability regarding taxes is to forward any amounts withheld to the appropriate taxing
authorities. The Bank shall satisfy all applicable reporting requirements, including those
under Code Section 409A.9.5
    
    Applicable Law. This Agreement and all rights hereunder shall be governed by the
laws of the Commonwealth of Pennsylvania except to the extent preempted by the laws of the
United States of America.9.6
    
    Unfunded Arrangement. The Executive and the Beneficiary are general unsecured
creditors of the Bank for the distribution of benefits under this Agreement. The benefits
represent the mere promise by the Bank to distribute such benefits. The rights to benefits
are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment or garnishment by creditors. Any insurance on the Executives life or
other informal funding asset is a general asset of the Bank to which the Executive and
Beneficiary have no preferred or secured claim.




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##### 



9.7
    
    Reorganization. The Bank shall not merge or consolidate into or with another bank,
or reorganize, or sell substantially all of its assets to another bank, firm or person unless
such succeeding or continuing bank, firm or person agrees to assume and discharge the
obligations of the Bank under this Agreement. Upon the occurrence of such an event, the term
Bank as used in this Agreement shall be deemed to refer to the successor or survivor entity.9.8
    
    Entire Agreement. This Agreement constitutes the entire agreement between the Bank
and the Executive as to the subject matter hereof. No rights are granted to the Executive by
virtue of this Agreement other than those specifically set forth herein.9.9
    
    Interpretation. Wherever the fulfillment of the intent and purpose of this Agreement
requires and the context will permit, the use of the masculine gender includes the feminine
and use of the singular includes the plural.9.10
    
    Alternative Action. In the event it shall become impossible for the Bank or the Plan
Administrator to perform any act required by this Agreement due to regulatory or other
constraints, the Bank or Plan Administrator may perform such alternative act as most nearly
carries out the intent and purpose of this Agreement and is in the best interests of the Bank,
provided that such alternative act does not violate Code Section 409A.9.11
    
    Headings. Article and section headings are for convenient reference only and shall
not control or affect the meaning or construction of any provision herein.9.12
    
    Validity. If any provision of this Agreement shall be illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining parts hereof, but this
Agreement shall be construed and enforced as if such illegal or invalid provision had never
been included herein.9.13
    
    Notice. Any notice or filing required or permitted to be given to the Bank or Plan
Administrator under this Agreement shall be sufficient if in writing and hand-delivered or
sent by registered or certified mail to the address below:
 The Juniata Valley BankAttn: Plan Administrator

218 Bridge StreetMifflintown, PA 17059




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##### 



9.14
    
    Deduction Limitation on Benefit Payments. If the Bank reasonably anticipates that
the Banks deduction with respect to any distribution under this Agreement would be limited or
eliminated by application of Code Section 162(m), then to the extent deemed necessary by the
Bank to ensure that the entire amount of any distribution from this Agreement is deductible,
the Bank may delay payment of any amount that would otherwise be distributed under this
Agreement. The delayed amounts shall be distributed to the Executive (or the Beneficiary in
the event of the Executives death) at the earliest date the
Bank reasonably anticipates that the deduction of the payment of the amount will not be
limited or eliminated by application of Code Section 162(m).9.15
    
    Compliance with Section 409A. This Agreement shall be interpreted and administered
consistent with Code Section 409A.
  EXECUTIVE
    
    
    
    BANK/s/ JoAnn McMinn
    
    
    
    By:
    
    /s/ Francis J. EvanitskyJoAnn McMinn
    
    
    
    Title:
    
    President and CEO




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##### 



Primary:%%Contingent:%%
 Notes:
 
    
    Please PRINT CLEARLY or TYPE the names of the beneficiaries.
    
    To name a trust as Beneficiary, please provide the name of the trustee(s) and the
exactname and date of the trust agreement.
    
    To name your estate as Beneficiary, please write Estate of[your name].
    
    Be aware that none of the contingent beneficiaries will receive anything unless ALL of
the primary beneficiaries predecease you.
  Name:
    
    JoAnn McMinnSignature:
    
    
    
    Date:
 
 By:Title:




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##### 



Plan Year Reporting
 Salary Continuation Agreement  Schedule A
 Joann N. McMinn
 Early Retirement
    
    Disability
    
    Change in Control
    
    Pre-retire.Birth Date: 11/21/1952
    
    11/21/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    DeathPlan Anniversary Date: 2/1/2008
    
    Annual Benefit 2
    
    Annual Benefit 2
    
    Annual Benefit 2
    
    BenefitNormal Retirement: 11/21/2017, Age 65
    
    Amount Payable at
    
    Amount Payable at
    
    Amount Payable at
    
    Annual 2Normal Retirement Payment: Monthly for 15 years
    
    Separation from Service
    
    Normal Retirement Age
    
    Separation from Service
    
    BenefitDiscount
    
    Benefit
    
    Account
    
    
    
    
    
    Based On
    
    
    
    
    
    Based On
    
    
    
    
    
    Based On
    
    Based OnValues
    
    Rate
    
    Level
    
    Value
    
    Vesting
    
    Account Value
    
    Vesting
    
    Account Value
    
    Vesting
    
    Account Value
    
    Benefitas of
    
    (1)
    
    (2)
    
    (3)
    
    (4)
    
    (5)
    
    (6)
    
    (7)
    
    (8)
    
    (9)
    
    (10)Nov 2007 1
    
    
    
    
    
    
    16,000
    
    
    
    
    
    
    
    0
    %
    
    
    0
    
    
    
    100
    %
    
    
    0
    
    
    
    100
    %
    
    
    0
    
    
    
    16,000Jan 2008
    
    
    6.00
    %
    
    
    16,000
    
    
    
    2,889
    
    
    
    0
    %
    
    
    0
    
    
    
    100
    %
    
    
    524
    
    
    
    100
    %
    
    
    291
    
    
    
    16,000Jan 2009
    
    
    6.00
    %
    
    
    16,000
    
    
    
    14,889
    
    
    
    0
    %
    
    
    0
    
    
    
    100
    %
    
    
    2,545
    
    
    
    100
    %
    
    
    1,500
    
    
    
    16,000Jan 2010
    
    
    6.00
    %
    
    
    16,000
    
    
    
    27,629
    
    
    
    0
    %
    
    
    0
    
    
    
    100
    %
    
    
    4,449
    
    
    
    100
    %
    
    
    2,784
    
    
    
    16,000Jan 2011
    
    
    6.00
    %
    
    
    16,000
    
    
    
    41,155
    
    
    
    0
    %
    
    
    0
    
    
    
    100
    %
    
    
    6,242
    
    
    
    100
    %
    
    
    4,147
    
    
    
    16,000Jan 2012
    
    
    6.00
    %
    
    
    16,000
    
    
    
    55,515
    
    
    
    0
    %
    
    
    0
    
    
    
    100
    %
    
    
    7,931
    
    
    
    100
    %
    
    
    5,594
    
    
    
    16,000Jan 2013
    
    
    6.00
    %
    
    
    16,000
    
    
    
    70,760
    
    
    
    0
    %
    
    
    0
    
    
    
    100
    %
    
    
    9,522
    
    
    
    100
    %
    
    
    7,130
    
    
    
    16,000Jan 2014
    
    
    6.00
    %
    
    
    16,000
    
    
    
    86,946
    
    
    
    0
    %
    
    
    0
    
    
    
    100
    %
    
    
    11,020
    
    
    
    100
    %
    
    
    8,761
    
    
    
    16,000Jan 2015
    
    
    6.00
    %
    
    
    16,000
    
    
    
    104,131
    
    
    
    100
    %
    
    
    10,492
    
    
    
    100
    %
    
    
    12,431
    
    
    
    100
    %
    
    
    10,492
    
    
    
    16,000Jan 2016
    
    
    6.00
    %
    
    
    16,000
    
    
    
    122,375
    
    
    
    100
    %
    
    
    12,330
    
    
    
    100
    %
    
    
    13,760
    
    
    
    100
    %
    
    
    12,330
    
    
    
    16,000Jan 2017
    
    
    6.00
    %
    
    
    16,000
    
    
    
    141,744
    
    
    
    100
    %
    
    
    14,282
    
    
    
    100
    %
    
    
    15,012
    
    
    
    100
    %
    
    
    14,282
    
    
    
    16,000Nov 2017
    
    
    6.00
    %
    
    
    16,000
    
    
    
    158,795
    
    
    
    100
    %
    
    
    16,000
    
    
    
    100
    %
    
    
    16,000
    
    
    
    100
    %
    
    
    16,000
    
    
    
    16,000
 1
    
    The first line reflects just the initial values as of November 1, 2007.2
    
    The annual benefit amount will be distributed in 12 equal monthly payments for a total
of 180 monthly payments.*
    
    IF THERE IS A CONFLICT IN ANY TERMS OR PROVISIONS BETWEEN THIS SCHEDULE A AND THE
AGREEMENT, THE TERMS AND PROVISIONS OF THE AGREEMENT SHALL PREVAIL. IF A TRIGGERING EVENT
OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE ACTUAL BENEFIT AMOUNT BASED ON THE DATE OF THE
EVENT.