Exhibit 10.5


 


EXECUTION COPY


 


AMENDMENT NO. 1 TO THE


AMENDED AND RESTATED


JACKSONVILLE SAVINGS BANK


SALARY CONTINUATION PLAN 2


 


This AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED JACKSONVILLE SAVINGS BANK SALARY CONTINUATION PLAN 2 (this “Amendment”) is hereby adopted
by Jacksonville Savings Bank (the “Company”) on January 17, 2018.


 


WHEREAS, the Company
adopted the Amended and Restated Jacksonville Savings Bank Salary Continuation Plan 1 (the “Plan”), effective
April 24, 2012; and


 


WHEREAS, the Company
is a wholly-owned subsidiary of Jacksonville Bancorp, Inc. (“Jacksonville”); and


 


WHEREAS, Jacksonville,
CNB Bank Shares, Inc. and CNB Acquisitions, Inc. have entered into an Agreement and Plan of Merger dated as of January 17, 2018
(the “Merger Agreement”); and


 


WHEREAS, pursuant
to Section 7.1 of the Plan, the Plan may be amended by a written agreement signed by the Company, provided that such amendment
does not reduce or eliminate any vested benefit payable to a participant under the Plan; and


 


WHEREAS, following
the completion of the transactions contemplated by the Merger Agreement (the “Merger”), the Plan shall be assumed
by any successor to the Company pursuant to the terms of the Plan, as amended by this Amendment.


 


NOW, THEREFORE,
in consideration of the premises, the mutual agreements herein set forth and such other consideration the sufficiency of which
is hereby acknowledged, the Plan is hereby amended as follows:


 


1.           Amendment
to Section 2.1 of the Plan. The following sentence is hereby added to the end of Section 2.1 of the Plan to read as follows:


 


“Notwithstanding
the foregoing, no new employees of the Company shall be eligible to participate in the Plan.”


 


2.           Amendment
to Section 3.10 of the Plan. Section 3.10 of the Plan is hereby amended and restated to read as follows:


 


“3.10     Acceleration
of Payments. No acceleration of the time or schedule of any payment may be made hereunder.”


 


3.           Amendment
to Section 7.1 of the Plan. Section 7.1 of the Plan is hereby amended and restated to read as follows:


 




    	 	 	 



     


    

  


“7.1       Amendment
Generally. This Plan may be amended only by a written agreement signed by the Company, provided that such amendment does not:
(1) reduce or eliminate any vested benefit under the Plan; or (2) cause any distribution of benefits under the Plan to be made
any earlier than the earliest distribution event permitted under Article 3, unless both written consent is received from each affected
Participant and such earlier distribution does not result in adverse tax consequences under Section 409A of the Code.”


 


4.           Deletion
of Section 7.3 of the Plan. Section 7.3 of the Plan is hereby deleted in its entirety.


 


5.           Deletion
of Section 7.4 of the Plan. Section 7.4 of the Plan is hereby deleted in its entirety.


 


6.           Amendment
to Section 8.12 of the Plan. Section 8.12 of the Plan is hereby amended and restated to read as follows:


 


“8.12     Change
in Control. Except with respect to the Participants listed below, the provisions detailed in Sections 8.10 and 8.11 shall not
be enforceable following a Change in Control.


 


		·	Robert Beard



 


		·	James Martin”



 


7.           Capitalized
Terms. Capitalized terms herein shall have the meanings ascribed to them in the Plan except as otherwise expressly provided
in this Amendment.


 


8.           Effect
of Amendment. Except and to the extent modified by this Amendment, the provisions of the Plan shall remain in full force
and effect and are hereby incorporated into and made a part of this Amendment.


 


9.           Effective
Date. This Amendment shall become effective on the date on which the Effective Time occurs. In the event the Merger Agreement
is terminated by the parties thereto without the transactions contemplated thereby having been consummated, this Amendment shall
be deemed null and void ad initio.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the Company has executed
this Amendment as of the date first written above.


 


	 	JACKSONVILLE SAVINGS BANK
	 	 	 
	 	By:	/s/ Richard A. Foss
	 	Name:	Richard A. Foss
	 	Title:	President and CEO


 








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