Exhibit 10.2


 


SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN


 


This Supplemental Executive
Retirement Plan (the “Agreement”) by and between Peoples Security Bank and Trust Company (the “Employer”) and
Timothy Kirtley (the “Executive”), made this 30th day of March, 2022, formalizes the agreements and understanding between
the Employer and the Executive.


 


WITNESSETH:


 


WHEREAS, the Executive is
employed by the Employer;


 


WHEREAS, the Employer recognizes
the valuable services the Executive has performed for the Employer and wishes to encourage the Executive’s continued employment
and to provide the Executive with additional incentive to achieve corporate objectives;


 


WHEREAS, the Employer wishes
to provide the terms and conditions upon which the Employer shall pay additional retirement benefits to the Executive;


 


WHEREAS, the Employer and
the Executive intend this Agreement shall at all times be administered and interpreted in compliance with Code Section 409A; and


 


WHEREAS, the Employer intends
this Agreement shall at all times be administered and interpreted in such a manner as to constitute an unfunded nonqualified deferred
compensation arrangement, maintained primarily to provide supplemental retirement benefits for the Executive, a member of select group
of management or highly compensated employee of the Employer;


 


NOW THEREFORE, in consideration
of the premises and of the mutual promises herein contained, the Employer and the Executive agree as follows:


 


ARTICLE 1


DEFINITIONS


 


For the purpose of this Agreement,
the following phrases or terms shall have the indicated meanings:


 


1.1            “Accrued
Benefit” means the dollar value of the liability that should be accrued by the Employer, under Generally Accepted Accounting
Principles, for the Employer’s obligation to the Executive under this Agreement, calculated by applying Accounting Standards Codification 710-10
and the Discount Rate.


 


1.2            “Administrator”
means the Board or its designee.


 


1.3            “Affiliate”
means any business entity with whom the Employer would be considered a single employer under Code Section 414(b) and 414(c).
Such term shall be interpreted in a manner consistent with the definition of “service recipient” contained in Code Section 409A.


 






    


     


    

 


1.4            “Beneficiary”
means the person or persons designated in writing by the Executive to receive benefits hereunder in the event of the Executive’s
death.


 


1.5            “Board”
means the Board of Directors of the Employer.


 


1.6            “Cause”
means any of the following acts or circumstances: gross negligence or gross neglect of duties to the Employer; conviction of a felony
or of a gross misdemeanor involving moral turpitude in connection with the Executive’s employment with the Employer; or fraud, disloyalty,
dishonesty or willful violation of any law or significant Employer policy committed in connection with the Executive's employment and
resulting in a material adverse effect on the Employer.


 


1.7            “Change
in Control” means a change in the ownership or effective control of the Employer, or in the ownership of a substantial portion
of the assets of the Employer (that is no less than 75% of such assets), as such change is defined in Code Section 409A and regulations
thereunder.


 


1.8            “Claimant”
means a person who believes that he or she is being denied a benefit to which he or she is entitled hereunder.


 


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


 


1.10          “Disability”
means a condition of the Executive whereby the Executive either: (i) is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than three months under an accident and health plan covering employees of the Employer. The Administrator
will determine whether the Executive has incurred a Disability based on its own good faith determination and may require the Executive
to submit to reasonable physical and mental examinations for this purpose. The Executive will also be deemed to have incurred a Disability
if determined to be totally disabled by the Social Security Administration or in accordance with a disability insurance program, provided
that the definition of disability applied under such disability insurance program complies with the initial sentence of this Section.


 


1.11          “Discount
Rate” means the rate used by the Administrator for determining the Accrued Benefit. The initial Discount Rate is three percent
(3.0%). The Administrator may adjust the Discount Rate to maintain the rate within reasonable standards according to Generally Accepted
Accounting Principles and applicable bank regulatory guidance.


 


1.12          “Early
Involuntary Termination” means Separation from Service before Normal Retirement Age which (i) does not occur within twenty-four
(24) months following a Change in Control, and (ii) is not a termination for Cause and (iii) is due to the independent exercise
of the Employer’s unilateral authority to terminate the Executive’s services, other than due to the Executive’s implicit
or explicit request, where the Executive is willing and able to continue performing services.


 






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1.13          “Early
Voluntary Termination” means Separation from Service before Normal Retirement Age which (i) does not occur within twenty-four
(24) months following a Change in Control and (ii) is not an Early Involuntary Termination.


 


1.14          “Effective
Date” means April 1, 2022.


 


1.15          “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 


1.16          “Normal
Retirement Age” means the date the Executive attains age sixty-five (65).


 


1.17          “Plan
Year” means each twelve (12) month period commencing on January 1 and ending on December 31 of each year. The initial
Plan Year shall commence on the Effective Date and end on the following December 31.


 


1.18          “Schedule
A” means the schedule attached hereto and made a part hereof. Schedule A shall be updated upon a change to any of the benefits
described in Article 2 hereof.


 


1.19          “Separation
from Service” means a termination of the Executive’s employment with the Employer and its Affiliates for reasons other
than death or Disability. A Separation from Service may occur as of a specified date for purposes of the Agreement even if the Executive
continues to provide some services for the Employer or its Affiliates after that date, provided that the facts and circumstances indicate
that the Employer and the Executive reasonably anticipated at that date that either no further services would be performed after that
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 over
the immediately preceding thirty-six (36) month period (or the full period during which the Executive performed services for the Employer,
if that is less than thirty-six (36) months). A Separation from Service will not be deemed to have occurred while the Executive is on
military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months or, if
longer, the period for which a statute or contract provides the Executive with the right to reemployment with the Employer. If the Executive’s
leave exceeds six (6) months but the Executive is not entitled to reemployment under a statute or contract, the Executive incurs
a Separation from Service on the next day following the expiration of such six (6) month period. In determining whether a Separation
from Service occurs the Administrator shall take into account, among other things, the definition of “service recipient” and
 “employer” set forth in Treasury Regulation Section 1.409A-1(h)(3). The Administrator shall have full and final authority,
to determine conclusively whether a Separation from Service occurs, and the date of such Separation from Service.


 






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1.20          “Specified
Employee” means an individual that satisfies the definition of a “key employee” of the Employer as such term is
defined in Code Section 416(i) (without regard to Code Section 416(i)(5)), provided that the stock of the Employer is publicly
traded on an established securities market or otherwise, as defined in Treasury Regulation Section 1.897-1(m). If the Executive is
a key employee at any time during the twelve (12) months ending on December 31, the Executive is a Specified Employee for the twelve
(12) month period commencing on the first day of the following April.


 


ARTICLE 2


PAYMENT OF BENEFITS


 


2.1            Normal
Retirement Benefit. Upon Separation from Service after Normal Retirement Age, the Employer shall pay the Executive an annual benefit
in the amount of Fifty Thousand Dollars ($50,000) in lieu of any other benefit hereunder. The annual benefit will be paid in equal monthly
installments commencing the month following Separation from Service and continuing for ten (10) years.


 


2.2            Early
Involuntary Termination Benefit. If Early Involuntary Termination occurs, the Employer shall pay the Executive the Early Involuntary
Termination annual benefit shown on Schedule A for the Plan Year ending immediately prior to Separation from Service in lieu of any other
benefit hereunder. Additionally, this annual benefit amount shall be increased by a pro-rated amount relative to the Executive’s
service during the Plan Year in which Separation from Service takes place. The annual benefit will be paid for ten (10) years in
equal monthly installments commencing the month following Separation from Service.


 


2.3            No
Early Voluntary Termination Benefit. If Early Voluntary Termination occurs, neither the Executive nor the Beneficiary shall be entitled
to any benefit hereunder.


 


2.4            Disability
Benefit. In the event the Executive suffers a Disability prior to Normal Retirement Age, the Employer shall pay the Executive the
Disability annual benefit shown on Schedule A for the Plan Year ending immediately prior to Disability in lieu of any other benefit hereunder.
Additionally, this annual benefit amount shall be increased by a pro-rated amount relative to the Executive’s service during the
Plan Year in which Disability takes place. The annual benefit will be paid for ten (10) years in equal monthly installments commencing
the month following Disability.


 


2.5            Change
in Control Benefit. If a Change in Control occurs, followed within twenty-four (24) months by Separation from Service prior to Normal
Retirement Age, the Employer shall pay the Executive the Change in Control annual benefit shown on Schedule A for the Plan Year ending
immediately prior to Separation from Service in lieu of any other benefit hereunder. Additionally, this annual benefit amount shall be
increased by a pro-rated amount relative to the Executive’s service during the Plan Year in which Separation from Service takes
place. The annual benefit will be paid for ten (10) years in equal monthly installments commencing the month following Separation
from Service.


 






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2.6            Death
Prior to Commencement of Benefit Payments. In the event the Executive dies prior to Separation from Service, the Employer shall pay
the Beneficiary an annual benefit in the amount of Fifty Thousand Dollars ($50,000) in lieu of any other benefit hereunder. The annual
benefit will be paid for ten (10) years in equal monthly installments commencing the month following the Executive’s death.


 


2.7            Death
Subsequent to Commencement of Benefit Payments. In the event the Executive dies while receiving payments, but prior to receiving all
payments due and owing hereunder, the Employer shall pay the Beneficiary the same amounts at the same times as the Employer would have
paid the Executive had the Executive survived.


 


2.8            Termination
for Cause. If the Employer terminates the Executive’s employment for Cause, then the Executive shall not be entitled to any
benefits under the terms of this Agreement.


 


2.9            Restriction
on Commencement of Distributions.  Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered
a Specified Employee at the time of Separation from Service, the provisions of this Section shall govern all distributions hereunder.
Distributions which would otherwise be made to the Executive due to Separation from Service shall not be made during the first six (6) months
following Separation from Service. Rather, any distribution which would otherwise be paid to the Executive during such period shall be
accumulated and paid to the Executive in a lump sum on the first day of the seventh month following Separation from Service, or if earlier,
upon the Executive’s death. All subsequent distributions shall be paid as they would have had this Section not applied.


 


2.10           Acceleration
of Payments. Except as specifically permitted herein, no acceleration of the time or schedule of any payment may be made hereunder.
Notwithstanding the foregoing, payments may be accelerated, in accordance with the provisions of Treasury Regulation Section 1.409A-3(j)(4) in
the following circumstances: (i) as a result of certain domestic relations orders; (ii) in compliance with ethics agreements
with the federal government; (iii) in compliance with the ethics laws or conflicts of interest laws; (iv) in limited cashouts
(but not in excess of the limit under Code Section 402(g)(1)(B)); (v) to pay employment-related taxes; or (vi) to pay any
taxes that may become due at any time that the Agreement fails to meet the requirements of Code Section 409A.


 


2.11           Delays
in Payment by Employer. A payment may be delayed to a date after the designated payment date under any of the circumstances described
below, and the provision will not fail to meet the requirements of establishing a permissible payment event. The delay in the payment
will not constitute a subsequent deferral election, so long as the Employer treats all payments to similarly situated employees on a reasonably
consistent basis.


 






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 (a)           Payments
that would violate Federal securities laws or other applicable law. A payment may be delayed where the Employer reasonably anticipates
that the making of the payment will violate Federal securities laws or other applicable law provided that the payment is made at the earliest
date at which the Employer reasonably anticipates that the making of the payment will not cause such violation. The making of a payment
that would cause inclusion in gross income or the application of any penalty provision of the Internal Revenue Code is not treated as
a violation of law.


 


 (b)           Solvency.
Notwithstanding the above, a payment may be delayed where the payment would jeopardize the ability of the Employer to continue as a going
concern.


 


2.12           Treatment
of Payment as Made on Designated Payment Date. Solely for purposes of determining compliance with Code Section 409A, any payment
under this Agreement made after the required payment date shall be deemed made on the required payment date provided that such payment
is made by the latest of: (i) the end of the calendar year in which the payment is due; (ii) the 15th day of the
third calendar month following the payment due date; (iii) if Employer cannot calculate the payment amount on account of administrative
impracticality which is beyond the Executive’s control, the end of the first calendar year which payment calculation is practicable;
and (iv) if Employer does not have sufficient funds to make the payment without jeopardizing the Employer’s solvency, in the
first calendar year in which the Employer’s funds are sufficient to make the payment and would not jeopardize the Employer’s
solvency.


 


2.13           Facility
of Payment. If a distribution is to be made to a minor, or to a person who is otherwise incompetent, then the Administrator may make
such distribution: (i) to the legal guardian, or if none, to a parent of a minor payee with whom the payee maintains his or her residence;
or (ii) to the conservator or administrator or, if none, to the person having custody of an incompetent payee. Any such distribution
shall fully discharge the Employer and the Administrator from further liability on account thereof.


 


2.14           Excise
Tax Limitation. Notwithstanding any provision of this Agreement to the contrary, if any benefit payment hereunder would be treated
as an “excess parachute payment” under Code Section 280G, the Employer shall reduce such benefit payment to the extent
necessary to avoid treating such benefit payment as an excess parachute payment. The Executive shall be entitled to only the reduced benefit
and shall forfeit any amount over and above the reduced amount.


 


2.15           Changes
in Form or Timing of Benefit Payments. The Employer and the Executive may, subject to the terms hereof, amend this Agreement
to delay the timing or change the form of payments. Any such amendment:


 


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


 


 (b)            must,
for benefits distributable due solely to the arrival of a specified date, or on account of Separation from Service or Change in Control,
delay the commencement of distributions for a minimum of five (5) years from the date the first distribution was originally scheduled
to be made;


 


 (c)            must,
for benefits distributable due solely to the arrival of a specified date, be made not less than twelve (12) months before distribution
is scheduled to begin; and


 






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 (d)            may
not accelerate the time or schedule of any distribution.


 


ARTICLE 3


BENEFICIARIES


 


3.1            Designation
of Beneficiaries. The Executive may designate any person to receive any benefits payable under the Agreement upon the Executive’s
death, and the designation may be changed from time to time by the Executive by filing a new designation. Each designation will revoke
all prior designations by the Executive, shall be in the form prescribed by the Administrator, and shall be effective only when filed
in writing with the Administrator during the Executive’s lifetime. If the Executive names someone other than the Executive’s
spouse as a Beneficiary, the Administrator may, in its sole discretion, determine that spousal consent is required to be provided in a
form designated by the Administrator, executed by the Executive’s spouse and returned to the 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.


 


3.2            Absence
of Beneficiary Designation. In the absence of a valid Beneficiary designation, or if, at the time any benefit payment is due to a
Beneficiary, there is no living Beneficiary validly named by the Executive, the Employer shall pay the benefit payment to the Executive’s
spouse. If the spouse is not living then the Employer shall pay the benefit payment to the Executive’s living descendants per
stirpes, and if there are no living descendants, to the Executive’s estate. In determining the existence or identity of anyone
entitled to a benefit payment, the Employer may rely conclusively upon information supplied by the Executive’s personal representative,
executor, or administrator.


 


ARTICLE 4


ADMINISTRATION


 


4.1            Administrator
Duties. The Administrator shall be responsible for the management, operation, and administration of the Agreement. When making a determination
or calculation, the Administrator shall be entitled to rely on information furnished by the Employer, Executive or Beneficiary. No provision
of this Agreement shall be construed as imposing on the Administrator any fiduciary duty under ERISA or other law, or any duty similar
to any fiduciary duty under ERISA or other law.


 


4.2            Administrator
Authority. The Administrator shall enforce this Agreement in accordance with its terms, shall be charged with the general administration
of this Agreement, and shall have all powers necessary to accomplish its purposes.


 


4.3            Binding
Effect of Decision. The decision or action of the 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, conclusive and binding upon all persons having any interest in this Agreement.


 






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4.4            Compensation,
Expenses and Indemnity. The Administrator shall serve without compensation for services rendered hereunder. The Administrator is authorized
at the expense of the Employer to employ such legal counsel and/or recordkeeper as it may deem advisable to assist in the performance
of its duties hereunder. Expense and fees in connection with the administration of this Agreement shall be paid by the Employer.


 


4.5            Employer
Information. The Employer shall supply full and timely information to the Administrator on all matters relating to the Executive’s
compensation, death, Disability or Separation from Service, and such other information as the Administrator reasonably requires.


 


4.6            Termination
of Participation. If the Administrator determines in good faith that the Executive no longer qualifies as a member of a select group
of management or highly compensated employees, as determined in accordance with ERISA, the Administrator shall have the right, in its
sole discretion, to cease further benefit accruals hereunder.


 


4.7            Compliance
with Code Section 409A. The Employer and the Executive intend that the Agreement comply with the provisions of Code Section 409A
to prevent the inclusion in gross income of any amounts deferred hereunder in a taxable year prior to the year in which amounts are actually
paid to the Executive or Beneficiary. This Agreement shall be construed, administered and governed in a manner that affects such intent,
and the Administrator shall not take any action that would be inconsistent therewith.


 


ARTICLE 5


Claims
and Review Procedures


 


5.1            Claims
Procedure. A 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.


 


(a)            Initiation
 – Written Claim. The Claimant initiates a claim by submitting to the 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.


 


(b)            Timing
of Administrator Response. The Administrator shall respond to such Claimant within forty-five (45) days after receiving the claim.
If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend
the response period by an additional thirty (30) days by notifying the Claimant in writing, prior to the end of the initial forty-five
(45) day period, that an additional period is required. The extension notice shall specifically explain the standards on which entitlement
to a disability benefit is based, the unresolved issues that prevent a decision on the claim and the additional information needed from
the Claimant to resolve those issues, and the Claimant shall be afforded at least forty-five (45) days within which to provide the specified
information.


 






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(c)            Notice
of Decision. If the Administrator denies all or a part of the claim, the Administrator shall notify the Claimant in writing of such
denial in a culturally and linguistically appropriate manner. The Administrator shall write the notification in a manner calculated to
be understood by the Claimant. The notification shall set forth: (i) the specific reasons for the denial; (ii) a reference to
the specific provisions of this Agreement on which the denial is based; (iii) a notice that the Claimant has a right to request a
review of the claim denial and an explanation of the Agreement’s review procedures and the time limits applicable to such procedures;
(iv) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse
benefit determination on review, and a description of any time limit for bringing such an action; (v) for any Disability claim, a
discussion of the decision, including an explanation of the basis for disagreeing with or not following: (A) the views presented
by the Claimant of health care professionals treating the Claimant and vocational professionals who evaluated the Claimant; (B) the
views of medical or vocational experts whose advice was obtained on behalf of the Employer in connection with a Claimant’s adverse
benefit determination, without regard to whether the advice was relied upon in making the benefit determination; or (C) a disability
determination regarding the Claimant presented by the Claimant made by the Social Security Administration (vi) for any Disability
claim, the specific internal rules, guidelines, protocols, standards or other similar criteria relied upon in making the adverse determination
or, alternatively, a statement that such rules, guidelines, protocols, standards or other similar criteria do not exist; and (viii) for
any Disability claim, 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 to the Claimant’s claim for benefits. Whether a document, record,
or other information is relevant to a claim for benefits shall be determined by Department of Labor Regulation Section 2560.503-1(m)(8).


 


5.2            Review
Procedure. If the Administrator denies all or a part of the claim, the Claimant shall have the opportunity for a full and fair review
by the Administrator of the denial as follows.


 


 (a)            Additional
Evidence. Prior to the review of the denied claim, the Claimant shall be given, free of charge, any new or additional evidence considered,
relied upon, or generated by the Administrator, or any new or additional rationale, as soon as possible and sufficiently in advance of
the date on which the notice of adverse benefit determination on review is required to be provided, to give the Claimant a reasonable
opportunity to respond prior to that date.


 


 (b)            Initiation
 – Written Request. To initiate the review, the Claimant, within sixty (60) days after receiving the Administrator’s notice
of denial, must file with the Administrator a written request for review.


 






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 (c)            Additional
Submissions – Information Access. After such request the Claimant may submit written comments, documents, records and other
information relating to the claim. The 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.


 


 (d)            Considerations
on Review. In considering the review, the Administrator shall consider 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. Additional
considerations shall be required in the case of a claim for Disability benefits. The claim shall be reviewed by an individual or committee
who did not make the initial determination that is subject of the appeal and who is not a subordinate of the individual who made the determination.
Additionally, the review shall be made without deference to the initial adverse benefit determination. If the initial adverse benefit
determination was based in whole or in part on a medical judgment, the Administrator will consult with a health care professional with
appropriate training and experience in the field of medicine involving the medical judgment. The health care professional who is consulted
on appeal will not be the same individual who was consulted during the initial determination and will not be the subordinate of such individual.
If the Administrator obtained the advice of medical or vocational experts in making the initial adverse benefits determination (regardless
of whether the advice was relied upon), the Administrator will identify such experts.


 


 (e)            Timing
of Administrator Response. The Administrator shall respond in writing to such Claimant within forty-five (45) days after receiving
the request for review. If the Administrator determines that special circumstances require additional time for processing the claim, the
Administrator can extend the response period by an additional forty-five (45) days by notifying the Claimant in writing, prior to the
end of the initial forty-five (45) day period, that an additional period is required. The notice of extension must set forth the special
circumstances and the date by which the Administrator expects to render its decision.


 


 (f)             Notice
of Decision. The Administrator shall notify the Claimant in writing of its decision on review. The Administrator shall write the notification
in a culturally and linguistically appropriate manner calculated to be understood by the Claimant. The notification shall set forth: (i) the
specific reasons for the denial; (ii) a reference to the specific provisions of this Agreement on which the denial is based; (iii) 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; (iv) a
statement of the Claimant’s right to bring a civil action under ERISA Section 502(a); (v) for any Disability claim, a
discussion of the decision, including an explanation of the basis for disagreeing with or not following: (A) the views presented
by the Claimant of health care professionals treating the Claimant and vocational professionals who evaluated the Claimant; (B) the
views of medical or vocational experts whose advice was obtained on behalf of the Employer in connection with a Claimant’s adverse
benefit determination, without regard to whether the advice was relied upon in making the benefit determination; or (C) a disability
determination regarding the Claimant presented by the Claimant made by the Social Security Administration; and (vi) for any Disability
claim, the specific internal rules, guidelines, protocols, standards or other similar criteria relied upon in making the adverse determination
or, alternatively, a statement that such rules, guidelines, protocols, standards or other similar criteria do not exist.


 






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5.3            Exhaustion
of Remedies. The Claimant must follow these claims review procedures and exhaust all administrative remedies before taking any further
action with respect to a claim for benefits.


 


5.4            Failure
to Follow Procedures. In the case of a claim for Disability benefits, if the Administrator fails to strictly adhere to all the requirements
of this claims procedure with respect to a Disability claim, the Claimant is deemed to have exhausted the administrative remedies available
under the Agreement, and shall be entitled to pursue any available remedies under ERISA Section 502(a) on the basis that the
Administrator has failed to provide a reasonable claims procedure that would yield a decision on the merits of the claim, except where
the violation was: (a) de minimis; (b) non-prejudicial; (c) attributable to good cause or matters beyond the Administrator’s
control; (d) in the context of an ongoing good-faith exchange of information; and (e) not reflective of a pattern or practice
of noncompliance. The Claimant may request a written explanation of the violation from the Administrator, and the Administrator must provide
such explanation within ten (10) days, including a specific description of its basis, if any, for asserting that the violation should
not cause the administrative remedies to be deemed exhausted. If a court rejects the Claimant’s request for immediate review on
the basis that the Administrator met the standards for the exception, the claim shall be considered as re-filed on appeal upon the Administrator’s
receipt of the decision of the court. Within a reasonable time after the receipt of the decision, the Administrator shall provide the
claimant with notice of the resubmission.


 


ARTICLE 6


AMENDMENT AND TERMINATION


 


6.1            Agreement
Amendment Generally. Except as provided in Section 6.2, this Agreement may be amended only by a written agreement signed by both
the Employer and the Executive.


 


6.2            Amendment
to Ensure Proper Characterization of Agreement. Notwithstanding anything in this Agreement to the contrary, the Agreement may be amended
by the Employer at any time, if found necessary in the opinion of the Employer, (i) to ensure that the Agreement is characterized
as plan of deferred compensation maintained for a select group of management or highly compensated employees as described under ERISA,
(ii) to conform the Agreement to the requirements of any applicable law or (iii) to comply with the written instructions of
the Employer’s auditors or banking regulators.


 






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6.3            Agreement
Termination Generally. Except as provided in Section 6.4, this Agreement may be terminated only by a written agreement signed
by the Employer and the Executive. Such termination shall not cause a distribution of benefits under this Agreement. Rather, upon such
termination benefit distributions will be made at the earliest distribution event permitted under Article 2.


 


6.4            Effect
of Complete Termination. Notwithstanding anything to the contrary in Section 6.3, and subject to the requirements of Code Section 409A
and Treasury Regulation Section 1.409A-3(j)(4)(ix), at certain times the Employer may completely terminate and liquidate the Agreement.
In the event of a complete termination under subsection (a) or (c) below, or a termination under subsection (b) after benefit
payments have commenced hereunder, the Employer shall pay the Executive the Accrued Benefit. In the event of a complete termination under
subsection (b) below prior to the commencement of benefit payments, the Employer shall pay the Executive the present value, calculated
using a three percent (3%) discount rate, of the benefit described in Section 2.5. Such complete termination of the Agreement shall
occur only under the following circumstances and conditions.


 


 (a)            Corporate
Dissolution or Bankruptcy. The Employer may terminate and liquidate this Agreement within twelve (12) months of a corporate dissolution
taxed under Code Section 331, or with the approval of a bankruptcy court, provided that all benefits paid under the Agreement are
included in the Executive’s gross income in the latest of: (i) the calendar year which the termination occurs; (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 payment is administratively practicable.


 


 (b)            Change
in Control. The Employer may terminate and liquidate this Agreement by taking irrevocable action to terminate and liquidate within
the thirty (30) days preceding or the twelve (12) months following a Change in Control. This Agreement will then be treated as terminated
only if all substantially similar arrangements sponsored by the Employer which are treated as deferred under a single plan under Treasury
Regulation Section 1.409A-1(c)(2) are terminated and liquidated with respect to each participant who experienced the Change
in Control so that the Executive and any participants in any such similar arrangements are required to receive all amounts of compensation
deferred under the terminated arrangements within twelve (12) months of the date the Employer takes the irrevocable action to terminate
the arrangements.


 


 (c)            Discretionary
Termination. The Employer may terminate and liquidate this Agreement provided that: (i) the termination does not occur proximate
to a downturn in the financial health of the Employer; (ii) all arrangements sponsored by the Employer and Affiliates that would
be aggregated with any terminated arrangements under Treasury Regulation Section 1.409A-1(c) are terminated; (iii) no payments,
other than payments that would be payable under the terms of this Agreement if the termination had not occurred, are made within twelve
(12) months of the date the Employer takes the irrevocable action to terminate this Agreement; (iv) all payments are made within
twenty-four (24) months following the date the Employer takes the irrevocable action to terminate and liquidate this Agreement; and (v) neither
the Employer nor any of its Affiliates adopt a new arrangement that would be aggregated with any terminated arrangement under Treasury
Regulation Section 1.409A-1(c) if the Executive participated in both arrangements, at any time within three (3) years following
the date the Employer takes the irrevocable action to terminate this Agreement.


 






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ARTICLE 7


MISCELLANEOUS


 


7.1            No
Effect on Other Rights. This Agreement constitutes the entire agreement between the Employer 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. Nothing contained
herein will confer upon the Executive the right to be retained in the service of the Employer nor limit the right of the Employer to discharge
or otherwise deal with the Executive without regard to the existence hereof.


 


7.2            State
Law. The Agreement and all rights hereunder shall be governed by and construed according to the laws of the Commonwealth of Pennsylvania,
except to the extent preempted by the laws of the United States of America.


 


7.3            Validity.
In case any provision of this Agreement shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Agreement shall be construed and enforced as if such illegal or invalid provision had never been inserted
herein.


 


7.4            Nonassignability.
Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.


 


7.5            Unsecured
General Creditor Status. Payment to the Executive or any Beneficiary hereunder shall be made from assets which shall continue, for
all purposes, to be part of the general, unrestricted assets of the Employer and no person shall have any interest in any such asset by
virtue of any provision of this Agreement. The Employer’s obligation hereunder shall be an unfunded and unsecured promise to pay
money in the future. In the event that the Employer purchases an insurance policy insuring the life of the Executive to recover the cost
of providing benefits hereunder, neither the Executive nor the Beneficiary shall have any rights whatsoever in said policy or the proceeds
therefrom.


 


7.6            Life
Insurance. If the Employer chooses to obtain insurance on the life of the Executive in connection with its obligations under this
Agreement, the Executive hereby agrees to take such physical examinations and to truthfully and completely supply such information as
may be required by the Employer or the insurance company designated by the Employer.


 






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7.7            Unclaimed
Benefits. The Executive shall keep the Employer informed of the Executive’s current address and the current address of the Beneficiary.
If the location of the Executive is not made known to the Employer within three years after the date upon which any payment of any benefits
may first be made, the Employer shall delay payment of the Executive’s benefit payment(s) until the location of the Executive
is made known to the Employer; however, the Employer shall only be obligated to hold such benefit payment(s) for the Executive until
the expiration of three (3) years. Upon expiration of the three (3) year period, the Employer may discharge its obligation by
payment to the Beneficiary. If the location of the Beneficiary is not made known to the Employer by the end of an additional two (2) month
period following expiration of the three (3) year period, the Employer may discharge its obligation by payment to the Executive’s
estate. If there is no estate in existence at such time or if such fact cannot be determined by the Employer, the Executive and Beneficiary
shall thereupon forfeit all rights to any benefits provided under this Agreement.


 


7.8            Suicide
or Misstatement. No benefit shall be distributed hereunder 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 Employer denies coverage
(i) for material misstatements of fact made by the Executive on an application for life insurance, or (ii) for any other reason.


 


7.9            Removal.
Notwithstanding anything in this Agreement to the contrary, the Employer shall not distribute any benefit under this Agreement if the
Executive is subject to a final removal or prohibition order issued pursuant to Section 8(e) of the Federal Deposit Insurance
Act. Furthermore, any payments made to the Executive pursuant to this Agreement shall, if required, comply with 12 U.S.C. 1828, FDIC Regulation
12 CFR Part 359 and any other regulations or guidance promulgated thereunder.


 


7.10           Competition
after Separation from Service. Any unpaid benefits shall be forfeited if the Executive breaches any restrictive covenants in the employment
agreement, if any, between the Executive and the Employer or in any other agreement (including any agreement without limitation, any non-competition
or non-solicitation restrictions) applicable to the Executive. If there is no such agreement in place between the Executive and the Employer,
the Executive shall forfeit any non-distributed benefits under this Agreement if the Executive, within twelve (12) months following Separation
from Service, 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 three
percent (3%) or less in the stock of a publicly- traded company):


 


 (a)           becomes
employed by, participates in, or becomes connected in any manner with the ownership, management, operation or control of any financial
institution that has operations within a fifty (50) mile radius of the Employer’s headquarters;


 


 (b)           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 permanent basis, any individual who was employed by the Employer as of the date of Separation from Service;


 


 (c)           assists,
advises, or serves in any capacity, representative or otherwise, any third party in any action against the Employer or transaction involving
the Employer;


 






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 (d)           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 Employer (the preceding
hereinafter referred to as "Services"), to or from any person or entity from whom the Executive or the Employer, 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 Separation from Service;


 


 (e)           divulges,
discloses, or communicates to others in any manner whatsoever, any confidential information of the Employer, to the knowledge of the Executive,
including, but not limited to, the names and addresses of customers or prospective customers, of the Employer, 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 Employer, earnings or other information concerning the Employer. The restrictions contained in this subparagraph
(e) apply to all information regarding the Employer, 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; provided, however, that nothing in this Agreement shall (1) prohibit the Executive
from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions
of and rules promulgated under any whistleblower protection provisions of state or federal law or regulation, or (2) require
notification or prior approval by the Employer of any reporting described in clause (i). Executive understands that nothing in this Agreement
prevents the Executive from participating or otherwise providing information to any governmental agency.


 


7.11           Notice.
Any notice, consent or demand required or permitted to be given to the Employer or Administrator under this Agreement shall be sufficient
if in writing and hand-delivered or sent by registered or certified mail to the Employer’s principal business office. Any notice
or filing required or permitted to be given to the Executive or Beneficiary under this Agreement shall be sufficient if in writing and
hand-delivered or sent by mail to the last known address of the Executive or Beneficiary, as appropriate. Any notice shall be deemed given
as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark or on the receipt for registration or
certification.


 


7.12           Headings
and Interpretation. Headings and sub-headings in this Agreement are inserted for reference and convenience only and shall not be deemed
part of this Agreement. 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.


 






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7.13           Alternative
Action. In the event it becomes impossible for the Employer or the Administrator to perform any act required by this Agreement due
to regulatory or other constraints, the Employer or 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 Employer, provided that such alternative act does not violate Code Section 409A.


 


7.14          Coordination
with Other Benefits. The benefits provided for the Executive or the Beneficiary under this Agreement are in addition to any other
benefits available to the Executive under any other plan or program for employees of the Employer. This Agreement shall supplement and
shall not supersede, modify, or amend any other such plan or program except as may otherwise be expressly provided herein.


 


7.15           Inurement.
This Agreement shall be binding upon and shall inure to the benefit of the Employer, its successor and assigns, and the Executive, the
Executive’s successors, heirs, executors, administrators, and the Beneficiary.


 


7.16           Tax
Withholding. The Employer may make such provisions and take such action as it deems necessary or appropriate for the withholding of
any taxes which the Employer is required by any law or regulation to withhold in connection with any benefits under the Agreement.


 


7.17           Responsibility
for Taxes. The Executive shall be responsible for the payment of all individual tax liabilities relating to any benefits paid hereunder.
The Executive acknowledges that in no event will the Employer be liable to the Executive for any taxes resulting from the Executive’s
participation in the Agreement, including any additional penalty, excise or other taxes that might be imposed as a result of Code Section 409A.


 


7.18            Aggregation
of Agreement. If the Employer offers other non-qualified deferred compensation plans in addition to this Agreement, this Agreement
and those plans shall be treated as a single plan to the extent required under Code Section 409A.


 


IN WITNESS WHEREOF, the Executive
and a representative of the Employer have executed this Agreement document as indicated below:


 


	Executive:	 	Employer:
	 	 	 
	 	 	 
	/s/ Timothy Kirtley	 	By: 	/s/ Thomas P. Tulaney
	Timothy Kirtley	 	Its: 	President



 






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	Supplemental Executive Retirement Plan
Schedule A
The first line represents the initial plan values as of the plan implementation date of April 01, 2022.
1The annual benefit amount will be distributed in 12 equal monthly payments for a total of 120 monthly payments.
2 Note that accounting rules may require an additional accrual at the time this benefit is triggered.

IF THERE IS A CONFLICT 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.
Timothy Kirtley
Birth Date: XX/XX/1970
Plan Anniversary Date: 12/31/2022
Normal Retirement: XX/XX/2035,Age 65
Normal RetirementPayment: Monthly for 10 Years
Early Voluntary Termination Early
Involuntary
Termination
Disability Change In
Control
Death
Amount Payable Monthly for 10 Years at
Separation from Service
Amount
Payable
Monthly for
10 Years
Upon
Separation
Amount
Payable
Monthly for
10 Years
Upon
Disability
Amount
Payable
Monthly for
10 Years
Upon
Separation
Amount
Payable
Monthly for
10 Years
Upon Death
Values As
Of Age
Discount Rate
Pre/Post
Benefit
Level Based On Vesting
Vested
Benefit
Liability
Annual
Benefit1
Annual
Benefit1
Annual
Benefit1
Annual
Benefit1,2
Annual
Benefit1,2
Apr 2022 52 3.00%/3.00% 50,000 0 0.00% 0 0 0 0 34,132 50,000
Dec 2022 52 3.00%/3.00% 50,000 20,803 0.00% 0 0 2,404 2,404 34,897 50,000
Dec 2023 53 3.00%/3.00% 50,000 49,278 0.00% 0 0 5,696 5,696 35,944 50,000
Dec 2024 54 3.00%/3.00% 50,000 78,618 0.00% 0 0 9,087 9,087 37,022 50,000
Dec 2025 55 3.00%/3.00% 50,000 108,851 0.00% 0 0 12,581 12,581 38,133 50,000
Dec 2026 56 3.00%/3.00% 50,000 140,004 0.00% 0 0 16,182 16,182 39,276 50,000
Dec 2027 57 3.00%/3.00% 50,000 172,104 0.00% 0 0 19,892 19,892 40,455 50,000
Dec 2028 58 3.00%/3.00% 50,000 205,181 0.00% 0 0 23,716 23,716 41,668 50,000
Dec 2029 59 3.00%/3.00% 50,000 239,263 0.00% 0 0 27,655 27,655 42,918 50,000
Dec 2030 60 3.00%/3.00% 50,000 274,383 0.00% 0 0 31,714 31,714 44,206 50,000
Dec 2031 61 3.00%/3.00% 50,000 310,570 0.00% 0 0 35,897 35,897 45,532 50,000
Dec 2032 62 3.00%/3.00% 50,000 347,858 0.00% 0 0 40,207 40,207 46,898 50,000
Dec 2033 63 3.00%/3.00% 50,000 386,281 0.00% 0 0 44,648 44,648 48,305 50,000
Dec 2034 64 3.00%/3.00% 50,000 425,871 0.00% 0 0 49,224 49,224 49,754 50,000
Feb 2035 65 3.00%/3.00% 50,000 432,586 100.00% 432,586 50,000 50,000 50,000 50,000 50,000
 ©Copyright 2022 - All Rights Reserved. Executive Benefit Solutions, LLC SERP: Peoples Security Bank and Trust Company - Scranton, PA
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