Exhibit 10.3(b)


 


SB
FINANCIAL GROUP, INC.


AMENDED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT


FOR
ANTHONY V. COSENTINO


 


THIS
AGREEMENT between SB Financial Group, Inc. (the “Company”) and Anthony V. Cosentino (the “Executive”)
is effective as of January 22, 2018 (the “Restatement Effective Date”). Effective as of the Restatement Effective
Date, the Company and the Executive hereby amend and restate this Agreement in its entirety, as set forth herein.


 


This
Agreement replaces the SB Financial Group, Inc. Supplemental Executive Retirement Plan Agreement for Anthony V. Cosentino, dated
April 21, 2010


 


WITNESSETH:


 


WHEREAS,
the Company and the Executive had originally entered into a supplemental retirement plan agreement to define certain payments
to the Executive as described herein; and


 


WHEREAS,
the parties desire to amend and restate this Agreement in its entirety to standardize certain provisions of the Agreement with
other Company agreements and to add a disability benefit.


 


NOW,
THEREFORE, in consideration of the services performed in the past and to be performed in the future, as well as of the mutual
promises and covenants herein contained, the parties agree as follows:


 


AGREEMENT:


 


ARTICLE
1: DEFINITIONS


 


For
purposes of this Agreement, the following capitalized words and phrases (including any form thereof) shall have the following
meanings unless another context clearly requires another meaning:


 


1.1 ACCRUAL
BALANCE. Has the meaning set forth in Section 2.4.


 


1.2 ACT.
[reserved]


 


1.3 AFFILIATE.
Any corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture,
trust, association or organization which is, directly or indirectly, controlled by, or under common control with, the Company.


 


1.4 AGREEMENT.
This Amended SB Financial Group, Inc. Supplemental Executive Retirement Plan Agreement for Anthony V. Cosentino, as it may
be amended from time to time.


 


1.5 ANNUAL
DIRECT SALARY. The Executive’s annualized base salary based on the highest base salary rate in effect for any pay period
ending with or within the 36 consecutive calendar month period ending on or immediately before the date on which it is being calculated,
multiplied by 12. Annual Direct Salary will be determined without including any employee or fringe benefits, bonuses, incentives
or other compensation (other than base salary) paid or earned during the calculation period.


 


1.6 BENEFICIARY.
The person or persons whom the Executive has designated as set forth in Exhibit A to receive payments pursuant to this Agreement
in the event of the Executive’s death. If the Executive has not designated any Beneficiary, or if the Executive’s
designated Beneficiary does not survive the Executive, the Executive’s estate shall be the Executive’s Beneficiary.


 






    
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1.7 CAUSE.
The occurrence of one or more of the following:


 


	 	(a)	The
    willful failure by the Executive to substantially perform the Executive’s duties hereunder (other than a failure resulting
    from the Executive’s incapacity because of death or disability), after notice from the Company or an Affiliate, and
    a failure to cure such violation within twenty (20) days of said notice;


 


	 	(b)	The
    willful engaging by the Executive in misconduct injurious to the Company or an Affiliate;


 


	 	(c)	Dishonesty,
    insubordination or gross negligence of the Executive in the performance of the Executive’s duties;


 


	 	(d)	The
    Executive’s breach of fiduciary duty involving personal profit;


 


	 	(e)	Conduct
    on the part of the Executive which brings public discredit to the Company or an Affiliate and, if the effect may be cured,
    a failure to cure within twenty (20) days of the date notice of such conduct is delivered to the Executive;


 


	 	(f)	The
    Executive’s conviction of or plea of guilty or nolo contendere to a felony (including conviction of or plea of guilty
    or nolo contendere to a misdemeanor that was originally charged as a felony but was reduced to a misdemeanor as a result of
    a plea bargain), crime of falsehood or a crime involving moral turpitude, or the actual incarceration of the Executive for
    a period of twenty (20) consecutive days or more;


 


	 	(g)	The
    Executive’s theft or abuse of the Company’s or any Affiliate’s property or the property of the Company’s
    or any Affiliate’s customers, employees, contractors, vendors or business associates;


 


	 	(h)	The
    direction or recommendation of a state or federal bank regulatory authority to remove the Executive from the Executive’s
    position(s) with the Company or an Affiliate;


 


	 	(i)	The
    Executive’s willful failure to follow the good faith lawful instructions of the Board (or the board of directors of
    an Affiliate) with regard to its operations, after written notice and, if the event may be cured, a failure to cure such violation
    within twenty (20) days of the date said notice is delivered to the Executive;


 


	 	(j)	Material
    breach of any contract or agreement that the Executive entered with the Company or an Affiliate, including a breach of any
    of the obligations described in Article 4 and, if the breach may be cured, a failure to cure such breach within twenty (20)
    days of the date notice of such conduct is delivered to the Executive;


 


	 	(k)	Unauthorized
    disclosure of the trade secrets or Confidential Information of the Company or an Affiliate, or any of its affiliates, trade
    partners or vendors; and


 


	 	(l)	Any
    intentional cooperation with any party attempting to effect a Change of Control unless (i) the Board has approved or ratified
    that action before the Change of Control or (ii) that cooperation is required by law.


 


However,
Cause will not arise solely because the Executive is absent from active employment during periods of vacation, consistent with
the Company’s or any Affiliate’s applicable vacation policy or other period of absence initiated by the Executive
and approved by the Company or such Affiliate.


 






    
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Also,
if, after the Executive terminates employment, the Company learns that the Executive has actively concealed conduct or an event
that, if discovered before employment terminated, would have constituted “Cause,” the provisions of Section 3.3 will
be applied retroactively to the date the Executive terminated employment and the Company may recover any and all amounts paid
to the Executive (or to the Executive’s Beneficiary) under this Agreement.


 


1.8 CHANGE
ENTITY. The entity resulting from a Change of Control or succeeding to the Company’s interests as a result of a Change
of Control.


 


1.9 CHANGE
OF CONTROL. Shall mean as defined by Treasury Regulation §409A-3(i)(5).


 


1.10 CODE.
The Internal Revenue Code of 1986, as amended.


 


1.11 COMPANY.
SB Financial Group, Inc., an Ohio corporation having a place of business at 401 Clinton Street, Defiance, Ohio, formerly
known as Rurban Financial Corp.


 


1.12 CONFIDENTIAL
INFORMATION. Any and all information (other than information in the public domain) related to the Company’s, any Affiliate’s
or the Change Entity’s business, including all processes, inventions, trade secrets, computer programs, technical data,
drawings or designs, information concerning pricing and pricing policies, marketing techniques, plans and forecasts, new product
information, information concerning methods and manner of operations and information relating to the identity and location of
all past, present and prospective customers and suppliers.


 


1.13 DATE
OF THE CHANGE OF CONTROL. The date the first of any of the events contemplated by Section 1.9 occurs.


 


1.14 DISABILITY.
A medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period
of not less than twelve (12) months and that entitles the Executive to receive disability benefits under the Company’s group
disability insurance policy.


 


1.15 DISABILITY
BENEFIT. The annual benefit provided in Section 3.3(c).


 


1.16 EARLY
RETIREMENT BENEFIT. The annual benefit provided in Section 3.2.


 


1.17 EFFECTIVE
DATE. January 22, 2018.


 


1.18 EXECUTIVE.
Anthony V. Cosentino, an individual.


 


1.19 [reserved]


 


1.20 [reserved]


 


1.21 RETIREMENT
DATE. For purposes of this Agreement, and to trigger receipt of benefits available pursuant to this Agreement, provided that
the Executive remains in the continuous employ of the Company, the first December 31st after the Executive’s sixty-fifth
(65) birthday, unless shortened or extended by the agreement of the Board and the Executive.


 


1.22 RETIREMENT
BENEFIT. The annual benefit provided in Section 3.1.


 


1.23 TERMINATES.
The Executive’s “separation from service” within the meaning of Section 409A of the Code from the Company
and all entities that, along with the Company, would be treated as a single employer under Sections 414(b) and (c) of the Code.


 


1.24 YEAR
OF SERVICE. A year of employment with the Company as determined by the Company in its sole discretion; provided, however,
that for purposes of determining Years of Service under this Agreement, the Executive shall be credited with the Executive’s
years of employment with the Company and any Affiliate.


 






    
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ARTICLE
2: INTENT


 


2.1 EFFECTIVE
DATE. The predecessor to this Agreement originally became effective on April 21, 2010 and is being amended and restated as
of the Effective Date.


 


2.2 PARTICIPATION
IN OTHER PLANS. The benefits provided hereunder shall be in addition to the Executive’s annual salary as determined
by the Board, and shall not affect the right of the Executive to participate in any current or future retirement plan, group insurance,
bonus, or supplemental compensation arrangement of the Company which constitutes a part of the Company’s regular compensation
structure.


 


2.3 FRINGE
BENEFITS. The benefits provided by this Agreement are granted by the Company as a fringe benefit to the Executive and are
not part of any salary reduction plan or an arrangement deferring a bonus or a salary increase. The Executive has no option to
take any current payment or bonus in lieu of these benefits except as set forth hereinafter.


 


2.4 ACCOUNTING.
The Company shall account for the Executive’s benefit under this Agreement using the regulatory accounting principles
of the Company’s primary federal regulator consistent with generally accepted accounting principles (“GAAP”).
The Company shall establish an unfunded accrued liability retirement account for the Executive.


 


2.5 TOP-HAT
PLAN. The Company intends that this Agreement be considered an unfunded arrangement maintained primarily to provide supplemental
retirement benefits to the Executive, as a member of a select group of management or highly compensated employees of the Company
for the purposes of the Employee Retirement Income Security Act of 1974, as amended.


 


2.6 ADMINISTRATION.
The Company (or its designee) shall administer the Agreement and shall supervise the maintenance of such accounts and records
as it deems necessary or desirable. In this capacity, the Company (or its designee) shall have complete and absolute discretion
to interpret and construe the provisions of this Agreement, to adopt rules, regulations and procedures consistent therewith, and
to make all findings of fact, correct errors and supply omissions, and decide all disputes with respect to the rights and obligations
of the Executive. The decisions of the Company (or its designee), as administrator, shall be final and conclusive with respect
to every question that may arise relating to either the interpretation or administration of the Agreement, and its decision shall
be binding on all parties and may not be overturned unless determined by a court of appropriate jurisdiction to be arbitrary and
capricious.


 


ARTICLE
3: BENEFITS


 


3.1 RETIREMENT
BENEFIT. If the Executive Terminates for any reason (other than for Cause) on or after the Executive’s Retirement Date,
the Company shall pay the Executive a Retirement Benefit equal to fifteen percent (15%) of the Executive’s Annual Direct
Salary. Payment of the Retirement Benefit shall commence on the first day of the month following the date of Termination and shall
be payable in substantially equal monthly installments for a period of one hundred eighty (180) months.


 






    
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3.2 EARLY
RETIREMENT BENEFIT. If the Executive Terminates for any reason (other than for Cause) prior to the Executive’s Retirement
Date, provided that the Executive has at least five (5) Years of Service, the Executive shall be entitled to receive an Early
Retirement Benefit based on the Executive’s age on the date of Termination equal to the percentage of the Executive’s
Annual Direct Salary as set forth below


 





	 	Age	 	Percentage
	 	 	 	 
	 	At least age fifty-five (55) but less than age sixty (60)	 	5%
	 	 	 	 
	 	At least age sixty (60) but less than age sixty-five (65)	 	10%
	 	 	 	 
	 	Age sixty-five (65)	 	15%








 


Payment
of the Early Retirement Benefit shall be made at the same time and in the same form as described in Section 3.1.


 


3.3 OTHER
TERMINATION OF EMPLOYMENT. Notwithstanding the foregoing, if the Executive:


 


	 	(a)	Terminates
    prior to attaining age fifty-five (55) or Terminates without at least five (5) Years of Service and prior to the Executive’s
    Retirement Date, the Executive will not be entitled to any benefit under this Agreement; or


 


	 	(b)	Is
    Terminated for Cause, the Executive will not be entitled to any benefit (whether or not the Executive satisfied any age and
    service criteria otherwise required under the Agreement) under this Agreement; or


 


	 	(c)	Terminates
    because of Disability before the Retirement Date, the Company shall pay the Executive the Disability Benefit calculated as
    the amount that fully amortizes the Accrual Balance existing at the end of the month immediately before the month in which
    separation from service occurs, amortizing that Accrual Balance over 15 years and taking into account interest at the discount
    rate or rates required by GAAP. Payment of the Disability Benefit shall be made at the same time and in the same form as described
    in Section 3.1.


 


3.4 EFFECT
OF DEATH OR DISABILITY FOLLOWING TERMINATION. In the event the Executive dies after Termination but before all Retirement
Benefit, Early Retirement Benefit, or Disability Benefit payments have been made, the Company shall continue making such payments
to the Executive’s Beneficiary. In the event the Executive becomes Disabled after Termination but before all Retirement
Benefit or Early Retirement Benefit payments have been made, the Company shall continue making such payments to the Executive,
or to the Executive’s designated representative if the Company is provided evidence satisfactory to the Company in its sole
discretion that the Executive is not competent to receive such payments.


 


3.5 DEATH
BENEFIT PRIOR TO TERMINATION. If the Executive dies before Termination, instead of any other benefit payable under this Agreement
the Executive’s Beneficiary is entitled at the Executive’s death solely to the benefit, if any, payable under the
Split Dollar Agreement and Endorsement attached to this Agreement as Exhibit B.


 


3.6 EFFECT
OF CHANGE OF CONTROL.


 


(a) In
the event of the Executive’s Termination without Cause within 24 months after the date of a Change of Control, the Executive
shall become entitled to receive a Retirement Benefit, regardless of the Executive’s age or Years of Service and calculated
using the higher of (a) the Executive’s Annual Direct Salary on the Date of the Change of Control, or (b) the Executive’s
Annual Direct Salary on the Executive’s date of Termination. The benefit payable pursuant to this Section 3.6 shall be paid
as described in Section 3.1 following the Executive’s Termination following the Change of Control.


 






    
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(b) When
both of the following conditions to completion of a Change of Control are satisfied, the Company will irrevocably deposit with
an independent bank trustee cash in an amount sufficient to accrue the benefit payment obligations under Section 3.1: (x) all
federal and state bank regulatory authorities whose approval of the Change of Control is necessary grant approval and (y) if approval
of the Company’s stockholders is necessary for the Change of Control, the Company’s stockholders approve the Change
of Control at a regular or special meeting held for that purpose. Whether these two conditions are satisfied before or after the
Executive’s Termination or before or after benefit payments begin, when the two specified conditions are satisfied the Company
will under this Section 3.6 make the irrevocable deposit with an independent bank trustee. Until all payments required to be made
to the Executive under Section 3.1 or to Executive’s Beneficiary under Article 3 are made, the independent bank trustee
will hold, invest, reinvest, and manage trust assets in accordance with a Rabbi Trust Agreement in substantially the form attached
to this Agreement as Exhibit C.


 


3.7 SIX-MONTH
DISTRIBUTION DELAY FOR SPECIFIED EMPLOYEES. Notwithstanding anything in this Agreement to the contrary, in the event that
the Executive is a “specified employee” (as defined in Section 409A of the Code) of the Company, determined pursuant
to the Company’s policy for identifying specified employees, on the date of the Executive’s Termination, no payment
on account of the Executive’s Termination shall be made until the first (1st) day of the seventh (7th) month following the
date of Termination (or, if earlier, the date of the Executive’s death). The cumulative amount paid on such day shall include
any payments that could not be made during such period.


 


3.8 LUMP-SUM
PAYMENT UPON INTERVENING CHANGE OF CONTROL. Effective as of January 22, 2018 and subject to any applicable six-month delay
under Section 3.7, if a Change of Control occurs at any time after a Termination has triggered payment of the Retirement Benefit
under Sections 3.1 or 3.6, the Early Retirement Benefit under Section 3.2, or the Disability Benefit under Section 3.3(c), the
installment payments to the Executive of such Retirement Benefit, Early Retirement Benefit, or Disability Benefit, as the case
may be, shall cease as of the effective date of such Change of Control, and the Executive shall receive the full amount of such
Retirement Benefit, Early Retirement Benefit, or Disability Benefit, as the case may be, that remains unpaid as of the effective
date of such Change of Control in a single lump-sum payable on the later of (a) the date that is the five-year anniversary of
the date on which the first payment of such Retirement Benefit, Early Retirement Benefit, or Disability Benefit, as the case may
be, was made (or, if payment has not commenced, is scheduled to be made), or (b) the effective Date of the Change of Control.


 


ARTICLE
4: COVENANTS


 


4.1 UNAUTHORIZED
DISCLOSURE. During the term of the Executive’s employment, or at any later time, the Executive shall not, without the
written consent of the Board (or the board of directors of an Affiliate) or a person authorized thereby, knowingly use or disclose
to any person, other than an authorized employee of the Company or such Affiliate, or a person to whom disclosure is reasonably
necessary or appropriate in connection with the performance by the Executive of the Executive’s duties as an executive of
the Company and its Affiliates any material Confidential Information obtained by him while in the employ of the Company and its
Affiliates with respect to any of the services, products, improvements, formulas, designs or styles, processes, customers, customer
lists, methods of business or any business practices of the Company or its Affiliates, the disclosure of which could be or will
be damaging to the Company; provided, however, that Confidential Information shall not include any information known generally
to the public (other than as a result of unauthorized disclosure by the Executive or any person with the assistance, consent or
direction of the Executive) or any information of a type not otherwise considered confidential by persons engaged in the same
business or a business similar to that conducted by the Company and its Affiliates or any information that must be disclosed as
required by law.


 






    
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ARTICLE
5: [reserved]


 


ARTICLE
6: MISCELLANEOUS


 


6.1 RESTRICTIONS
ON FUNDING. Except as set forth in Section 3.6, the Company shall have no obligations to set aside, earmark, or entrust any
specific fund or money with which to pay its obligation under this Agreement. The Company reserves the absolute right at its sole
discretion to either fund the obligations undertaken by this Agreement or to refrain from funding the same and determine the extent,
nature, and method of such funding.


 


6.2 GENERAL
ASSETS OF THE COMPANY. The rights of the Executive under this Agreement and of any Beneficiary shall be solely those of an
unsecured creditor of the Company. If the Company shall acquire an insurance policy or any other asset in connection with the
liabilities assumed by it hereunder, it is expressly understood and agreed that neither the Executive nor any Beneficiary shall
have any right with respect to, or claim against, such policy or other asset. Such policy or asset shall not be deemed to be held
under any trust for the benefit of the Executive or the Executive’s Beneficiaries or to be held in any way as collateral
security for the fulfilling of the obligations of the Company under this Agreement. It shall be, and remain, a general, unpledged,
unrestricted asset of the Company and the Executive or any of the Executive’s Beneficiaries shall not have a greater claim
to the insurance policy or other assets, or any interest in either of them, than any other general creditor of the Company.


 


6.3 NO
EMPLOYMENT CONTRACT. This Agreement is not an employment contract. Nothing contained herein shall guarantee or assure the
Executive of continued employment by the Company.


 


6.4 NOTICE.
For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given when delivered or mailed by United States certified mail, return receipt requested,
postage prepaid, addressed as follows:


 





	 	If to the Executive:	Anthony V. Cosentino
	 	 	At the last address on file with the Company
	 	 	 
	 	If to the Company:	SB Financial Group, Inc.
	 	 	Human Resource Director
	 	 	401 Clinton Street
	 	 	Defiance, OH  43512




 


or
to such other address as the Executive or the Company may have furnished to the other in writing in accordance herewith, except
that notices of change of address shall be effective only upon receipt.


 


6.5 SUCCESSORS;
BINDING AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Company, and the Executive, their
respective personal representatives, heirs, assigns or successors, provided, however, that the Executive may not commute, anticipate,
encumber, dispose or assign any payment herein except as may be otherwise specified in this Agreement.


 


6.6 SEVERABILITY.
If any provision of this Agreement is declared unenforceable for any reason, the remaining provisions of this Agreement shall
be unaffected thereby and shall remain in full force and effect.


 


6.7 WAIVER;
AMENDMENT. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge
is agreed to in writing and signed by the Executive and an executive officer specifically designated by the Board. No waiver by
either party, at any time, of any breach by the other party of, or compliance with, any condition or provision of this Agreement
to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time. This Agreement may be amended or canceled only by mutual agreement of the parties in writing.


 






    
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6.8 LIMITATION
OF DAMAGES FOR BREACH OF AGREEMENT. (a) In the event of a breach of this Agreement, by either the Company or the Executive,
each hereby waives to the fullest extent permitted by law, the right to assert any claim against the others for punitive or exemplary
damages. The Executive is not required to mitigate the amount of any payment described in this Agreement by seeking other employment
or otherwise, nor will the amount of any payment or benefit provided for in this Agreement be reduced by any compensation or benefits
the Executive earns, or is entitled to receive, in any capacity after Termination or by reason of the Executive’s receipt
of or right to receive any retirement or other benefits attributable to employment.


 


(b) The
Company is aware that after a Change of Control management could cause or attempt to cause the Company to refuse to comply with
its obligations under this Agreement, or could institute or cause or attempt to cause the Company to institute litigation seeking
to have this Agreement declared unenforceable, or could take or attempt to take other action to deny Executive the benefits intended
under this Agreement. In these circumstances the purpose of this Agreement would be frustrated. The Company intends that the Executive
not be required to incur expenses associated with enforcement of rights under this Agreement, whether by litigation or other legal
action, because the cost and expense thereof would substantially detract from the benefits intended to be granted to the Executive
hereunder. The Company intends that the Executive not be forced to negotiate settlement of rights under this Agreement under threat
of incurring expenses. Accordingly, if after a Change of Control it appears to the Executive that (x) the Company has failed
to comply with any of its obligations under this Agreement, or (y) the Company or any other person has taken any action
to declare this Agreement void or unenforceable, or instituted any litigation or other legal action designed to deny, diminish,
or recover from the Executive the benefits intended to be provided to the Executive hereunder, the Company irrevocably authorizes
the Executive to retain counsel of the Executive’s choice, at the Company’s expense as provided in this Section 6.8(b),
to represent the Executive in the initiation or defense of any litigation or other legal action, whether by or against the Company
or any director, officer, stockholder, or other person affiliated with the Company, in any jurisdiction. Despite any existing
or previous attorney-client relationship between the Company and any counsel chosen by the Executive under this Section 6.8(b),
the Company irrevocably consents to the Executive entering into an attorney-client relationship with that counsel, and the Company
and the Executive agree that a confidential relationship exists between the Executive and that counsel. The fees and expenses
of counsel selected by the Executive will be paid or reimbursed to the Executive by the Company on a regular, periodic basis upon
presentation by the Executive of a statement or statements prepared by counsel in accordance with counsel’s customary practices,
regardless of whether suit is brought and regardless of whether incurred in arbitration, trial, bankruptcy, or appellate proceedings.
The Company’s obligation to pay the Executive’s legal fees under this Section 6.8(b) operates separately from and
in addition to any legal fee reimbursement obligation the Company may have with the Executive under any separate employment, severance,
or other agreement. If Section 6.9 would impose a limitation on the Executive’s right to recover or obtain reimbursement
or payment of costs, including but not limited to attorneys’ fees, under this Section 6.8(b), the Company and the Executive
agree that this Section 6.8(b) is intended to be an exception to the limitations of Section 6.9 and that any conflict between
this Section 6.8(b) and Section 6.9 is to be resolved in favor of this Section 6.8(b).


 


6.9 ARBITRATION.
Any controversy or claim arising out of, or relating to this Agreement, or the breach thereof, except for any claims brought
by the Company or its Affiliates for equitable relief or an injunction to enforce the restrictive covenants contained in Article
4, will be settled by arbitration in Defiance County, Ohio in accordance with the Rules of the American Arbitration Association,
and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof.
Each party will bear its own costs of arbitration, except that the parties will share the cost of the arbitrator equally. Notwithstanding
the foregoing, if the Executive is the prevailing party in the arbitration, the Company will reimburse the Executive’s reasonable
costs of arbitration, including reimbursement of reasonable attorneys’ fees. The arbitrator shall not be bound by the rules
of evidence and procedure of the courts of the State of Ohio, but shall be bound by the substantive law applicable to this Agreement.
The decision of the arbitrator, absent fraud, duress, incompetence or gross and obvious error of fact, shall be final and binding
upon the parties and shall be enforceable in courts of proper jurisdiction.


 






    
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6.10 LAW
GOVERNING. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard
to its conflicts of law principles.


 


6.11 VALIDITY.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any
other provision of this Agreement, which shall remain in full force and effect.


 


6.12 HEADINGS.
The paragraph headings of this Agreement are for convenience only and shall not control or affect the meaning or construction
or limit the scope or intent of any of the provisions of this Agreement.


 


6.13 OTHER
PROVISIONS.


 


	 	(a)	Except
    as expressly provided in this Agreement, the Executive’s right to receive the payments described in this Agreement will
    not decrease the amount of, or otherwise adversely affect, any other benefits payable to the Executive under any other plan,
    agreement or arrangement.


 


	 	(b)	The
    Executive is not required to mitigate the amount of any payment described in this Agreement by seeking other employment or
    otherwise, nor will the amount of any payment or benefit provided for in this Agreement be reduced by any compensation or
    benefits the Executive earns, or is entitled to receive, in any capacity after Termination or by reason of the Executive’s
    receipt of or right to receive any retirement or other benefits attributable to employment.


 


	 	(c)	Except
    as expressly provided elsewhere in this Agreement, the amount of any payment made under this Agreement will be reduced by
    the minimum amounts the Company or its Affiliate, as applicable, is required to withhold in payment (or in anticipation of
    payment) of any income, wage or employment taxes imposed on the payment.


 


	 	(d)	The
    right of the Executive or any other person to receive any amount under this Agreement may not be assigned, transferred, pledged
    or encumbered except by will or by applicable laws of descent and distribution. Any attempt to assign, transfer, pledge or
    encumber any amount that is or may be receivable under this Agreement will be null and void and of no legal effect. However,
    this Section 6.13 will not preclude payment under this Agreement of any benefit to which a deceased Executive is entitled.


 


	 	(e)	Subject
    to Section 6.13(d), this Agreement inures to the benefit of and may be enforced by the Executive’s personal or legal
    representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.


 


6.14 ENTIRE
AGREEMENT. This Agreement supersedes any and all prior agreements, either oral or in writing, between the parties (including
such agreement with any Affiliate) with respect to similar payments and this Agreement contains all the covenants and agreements
between the parties with respect to same.


 


6.15 REGULATORY
LIMITATIONS. Notwithstanding anything to the contrary contained herein, the Executive acknowledges and agrees that any payments
made to the Executive pursuant to this Agreement, or otherwise, are subject to and conditioned on compliance with the provisions
of 12 U.S.C. §1828(k) and Part 359 of the FDIC’s regulations (12 C.F.R. Part 359), which provisions contain certain
prohibitions and limitations on the making of “golden parachute” and certain indemnification payments by FDIC-insured
institutions and their holding companies. In the event any payments to the Executive pursuant to this Agreement are prohibited
or limited by the provisions of such statute and/or regulation, the Company will use its commercially reasonable efforts to obtain
the consent of the appropriate regulatory authorities to the payment by the Company to the Executive of the maximum amount that
is permitted (up to the amount payable under the terms of this Agreement).


 


6.16 SECTION
409A. This Agreement is intended to comply with the requirements of Section 409A of the Code and, to the maximum extent permitted
by law, shall be interpreted, construed and administered consistent with this intent. None of the Company or its Affiliates or
any other person shall have liability in the event this Agreement fails to comply with the requirements of Section 409A of the
Code. Nothing in this Agreement shall be construed as the guarantee of any particular tax treatment to the Executive.


 






    
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IN
WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have caused this Agreement to be duly executed in their
respective names and, in the case of the Company, by its authorized representatives the day and year above mentioned.


 





	SB FINANCIAL GROUP, INC.	 	EXECUTIVE
	 	 	 	 	 
	By	/s/ Mark A. Klein	 	By	/s/ Anthony V. Cosentino
	 	 	 	 	Anthony V. Cosentino
	 	 	 	 	 
	Date	January 22, 2018	 	Date	January 22, 2018






  






    
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EXHIBIT
A


 


AMENDED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AGREEMENT


FOR
ANTHONY V. COSENTINO


 


DESIGNATION
OF BENEFICIARY


 


Pursuant
to the terms of the SB Financial Group, Inc. Amended Supplemental Executive Retirement Plan Agreement dated January 22, 2018 (“Agreement”)
between myself and SB Financial Group, Inc., I, Anthony V. Cosentino, hereby designate the following beneficiary(ies) to receive
payments which may be due under such Agreement after my death:


 


Primary
Beneficiary:


 





	 	 	 	 	 
	Name	 	Address	 	Relationship
	 	 	 	 	 
	Contingent
    Beneficiary(ies):
	 
	 	 	 	 	 
	Name	 	Address	 	Relationship
	 	 	 	 	 
	 	 	 	 	 
	Name	 	Address	 	Relationship




 


The
primary beneficiary named above shall be the Beneficiary defined in the Agreement if he or she is living at the time a payment
thereunder becomes due and payable, and the contingent beneficiary named above shall be the designated beneficiary referred to
in the Agreement only if he or she is living at the time a payment becomes payable and the primary beneficiary is not then living.


 


This
designation hereby revokes any prior designation which may have been in effect.


 


	 	Date:                                                    
	 	 
	 	 
	 	Anthony V. Cosentino
	 	 
	 	Acknowledged by:
	 	 
	 	 
	 	(Company Officer) 




 






    
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EXHIBIT
B


 


 The
State Bank and Trust Company


2017
Split Dollar Agreement and Endorsement


 


This
2017 Split Dollar Agreement and Endorsement (this “Agreement”)
is entered into as of this 22nd day of January, 2018 by and between The State Bank and Trust Company, an Ohio-chartered bank (the
“Bank”), and Anthony V. Cosentino, Chief Financial Officer of the Bank (the “Executive”). This Agreement
shall append the Split Dollar Policy Endorsement entered into on even date herewith or as subsequently amended, by and between
the aforementioned parties.


 


Whereas,
to encourage the Executive to remain a Bank employee, the Bank is willing to divide the death proceeds of a life insurance policy
on the Executive’s life,


 


Whereas,
the Bank will pay life insurance premiums from its general assets, and


 


Now
Therefore, in consideration of the foregoing
premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


 


Article
1


Definitions


 


Capitalized
terms not otherwise defined in this Agreement are used herein as defined in the Amended Supplemental Executive Retirement Plan
Agreement between SB Financial Group, Inc. and the Executive. The following terms shall have the meanings specified.


 


1.1 Administrator
means the administrator described in Article 7.


 


1.2 Executive’s
Interest means the benefit set forth in section 2.2.


 


1.3 Insured
means the Executive.


 


1.4 Insurer
means each life insurance carrier for which there is a Split Dollar Policy Endorsement attached to this Agreement.


 


1.5 Net
Death Proceeds means the total death proceeds of the Policy minus the cash surrender value.


 


1.6 Policy
means the specific life insurance policy or policies issued by the Insurer(s).


 


1.7 Separation
from Service means separation from service as defined in Internal Revenue Code section 409A and rules, regulations, and guidance
of general application thereunder issued by the Department of the Treasury, including termination for any reason of the Executive’s
service as an executive and independent contractor to the Bank and any member of a controlled group, as defined in Code section
414, other than because of a leave of absence approved by the Bank or the Executive’s death.


 


1.8 Split
Dollar Policy Endorsement means the form required by the Administrator or the Insurer to indicate the Executive’s interest,
if any, in a Policy on such Executive’s life.


 


1.9 Amended
Supplemental Executive Retirement Plan Agreement means the Supplemental Executive Retirement Plan Agreement between SB Financial
Group, Inc. and the Executive, as the same may hereafter be amended.


 






    
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Article
2


Policy
Ownership/Interests


 


2.1 Bank
Ownership. The Bank is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Bank
shall be the beneficiary of the remaining death proceeds of the Policy after the Executive’s interest is paid according
to section 2.2 below.


 


2.2 Death
Benefit. Provided the Executive’s death occurs before the Executive’s Separation from Service, at the Executive’s
death the Executive’s beneficiaries designated in accordance with the Split Dollar Policy Endorsement(s) shall collectively
be entitled to Policy proceeds in an amount equal to $649,790 but not to exceed 100% of the Net Death Proceeds (the “Executive’s
Interest”). The Executive’s Interest shall be extinguished on the date of the Executive’s Separation from Service,
and the Executive’s beneficiaries shall be entitled to no benefits under this Agreement for the Executive’s death
occurring thereafter. The Executive shall have the right to designate the beneficiaries of the Executive’s Interest.


 


2.3 Option
to Purchase. The Bank shall not sell, surrender, or transfer ownership of the Policy without first giving the Executive or
the Executive’s transferee the option to purchase the Policy for a period of 60 days from written notice of such intention.
The purchase price shall be an amount equal to the cash surrender value of the Policy.


 


2.4 Comparable
Coverage. The Bank may replace the Policy with a comparable insurance policy to cover the benefit provided under this Agreement,
in which case the Bank and the Executive shall execute a new Split Dollar Policy Endorsement for the comparable insurance policy.


 


2.5 Internal
Revenue Code Section 1035 Exchanges. The Executive recognizes and agrees that the Bank may after this Agreement is adopted
wish to exchange the Policy of life insurance on the Executive’s life for another contract of life insurance insuring the
Executive’s life. Provided that the Policy is replaced (or intended to be replaced) with a comparable policy of life insurance,
the Executive agrees to provide medical information and cooperate with medical insurance-related testing required by a prospective
insurer for implementing the Policy or, if necessary, for modifying or updating to a comparable insurer.


 


Article
3


Premiums


 


3.1 Premium
Payment. The Bank shall pay any premiums due on the Policy.


 


3.2 Economic
Benefit. The Administrator shall annually determine the economic benefit attributable to the Executive based on the life insurance
premium factor for the Executive’s age multiplied by the aggregate death benefit payable to the Executive’s beneficiary.
The “life insurance premium factor” is the minimum factor applicable under guidance published pursuant to Treasury
Reg. section 1.61-22(d)(3)(ii) or any subsequent authority.


 


3.3 Imputed
Income. The Bank shall impute the economic benefit to the Executive on an annual basis by adding the economic benefit to the
Executive’s W-2, or if applicable, Form 1099.


 






    
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Article
4


Assignment


 


The
Executive may irrevocably assign without consideration all of the Executive’s interest in the Policy and in this Agreement
to any person, entity, or trust established by the Executive or the Executive’s spouse. If the Executive transfers all of
the Executive’s interest in the Policy, all of the Executive’s interest in the Policy and in the Agreement shall be
vested in the Executive’s transferee, who shall be substituted as a party hereunder and the Executive shall have no further
interest in this Agreement.


 


Article
5


Insurer


 


The
Insurer shall be bound by the terms of the Policy only. Any payments the Insurer makes or actions it takes in accordance with
the Policy shall fully discharge it from all claims, suits, and demands of all entities or persons. The Insurer shall not be bound
by or be deemed to have notice of the provisions of this Agreement.


 


Article
6


Claims
and Review Procedures


 


6.1 Claims
Procedure. The Bank will notify any person or entity that makes a claim for benefits under this Agreement (the “Claimant”)
in writing, within 90 days after receiving Claimant’s written application for benefits, of his or her eligibility or noneligibility
for benefits under the Agreement. If the Administrator determines that the Claimant is not eligible for benefits or full benefits,
the notice will state (w) the specific reasons for denial, (x) a specific reference to the provisions of the Agreement
on which the denial is based, (y) a description of any additional information or material necessary for the Claimant to
perfect his or her claim, and a description of why it is needed, and (z) an explanation of the Agreement’s claims
review procedure and other appropriate information concerning steps to be taken if the Claimant wishes to have the claim reviewed.
If the Administrator determines that there are special circumstances requiring additional time to make a decision, the Bank will
notify the Claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time
for up to an additional 90 days.


 


6.2 Review
Procedure. If the Claimant is determined by the Administrator not to be eligible for benefits, or if the Claimant believes
that he or she is entitled to greater or different benefits, the Claimant will have the opportunity to have his or her claim reviewed
by the Bank by filing a petition for review with the Bank within 60 days after receipt of the notice issued by the Bank. The Claimant’s
petition must state the specific reasons the Claimant believes entitle him or her to benefits or to greater or different benefits.
Within 60 days after receipt by the Bank of the petition, the Administrator will give the Claimant (and counsel, if any) an opportunity
to present his or her position verbally or in writing, and the Claimant (or counsel) will have the right to review the pertinent
documents. The Administrator will notify the Claimant of the Administrator’s decision in writing within the 60-day period,
stating specifically the basis of its decision, written in a manner to be understood by the Claimant, and the specific provisions
of the Agreement on which the decision is based. If, because of the need for a hearing, the 60-day period is not sufficient, the
decision may be deferred for up to another 60 days at the election of the Administrator, but notice of this deferral will be given
to the Claimant.


 


Article
7


Administration
of Agreement


 


7.1 Administrator
Duties. This Agreement shall be administered by an Administrator, which shall consist of the Board or such committee as the
Board shall appoint. The Executive may not be a member of the Administrator. The Administrator shall have the discretion and authority
to (x) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Agreement
and (y) decide or resolve any and all questions that may arise, including interpretations of this Agreement.


 






    
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7.2 Agents.
In the administration of this Agreement, the Administrator may employ agents and delegate to them such administrative duties as
it 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.


 


7.3 Binding
Effect of Decisions. The decision or action of the Administrator concerning any question arising out of the administration,
interpretation, and 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 the Agreement.


 


7.4 Indemnity
of Administrator. The Bank shall indemnify and hold harmless the members of the Administrator against any and all claims,
losses, damages, expenses, or liabilities arising from any action or failure to act with respect to this Agreement, except in
the case of willful misconduct by the Administrator or any of its members.


 


7.5 Information.
To enable the Administrator to perform its functions, the Bank shall supply full and timely information to the Administrator on
all matters relating to the date and circumstances of the retirement, death, or Separation from Service of the Executive, and
such other pertinent information as the Administrator may reasonably require.


 


Article
8


Miscellaneous


 


8.1 Amendment
and Termination of Agreement. This Agreement may be amended or terminated solely by a written agreement signed by the Bank
and the Executive. However, this Agreement shall terminate upon the first to occur of (u) surrender, lapse, or other termination
of the Policy by the Bank, or (v) distribution of the death benefit proceeds in accordance with section 2.2 above, or (w)
termination of the Executive’s employment for “cause” pursuant to the Amended Supplemental Executive Retirement
Plan Agreement with SB Financial Group, Inc., or (x) the Executive’s Separation from Service.


 


8.2 Binding
Effect. This Agreement shall bind the Executive and the Bank and their beneficiaries, survivors, executors, administrators,
and transferees, and any Policy beneficiary.


 


8.3 No
Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right
to remain an employee of the Bank nor does it interfere with the Bank’s right to discharge the Executive. It also does not
require the Executive to remain an employee or interfere with the Executive’s right to terminate employment at any time.


 


8.4 Successors;
Binding Agreement. By an assumption agreement in form and substance satisfactory to the Executive, the Bank shall require
any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the
business or assets of the Bank to expressly assume and agree to perform this Agreement in the same manner and to the same extent
that the Bank would be required to perform this Agreement had no succession occurred.


 


8.5 Applicable
Law. This Agreement and all rights hereunder shall be governed by and construed according to the laws of the State of Ohio,
except to the extent preempted by the laws of the United States of America.


 


8.6 Entire
Agreement. This Agreement constitutes the entire agreement between the Bank and the Executive concerning the subject matter.
No rights are granted to the Executive under this Agreement other than those specifically set forth.


 






    
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8.7 Severability.
If any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not
held invalid, and each such other provision shall continue in full force and effect to the full extent consistent with law. If
any provision of this Agreement is held invalid in part, such invalidity shall not affect the remainder of the provision not held
invalid, and the remainder of the provision together with all other provisions of this Agreement shall continue in full force
and effect to the full extent consistent with law.


 


8.8 Headings.
Caption headings and subheadings herein are included solely for convenience of reference and shall not affect the meaning or interpretation
of any provision of this Agreement.


 


8.9 Notices.
All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given
if delivered by hand or mailed, certified or registered mail, return receipt requested, with postage prepaid, to the following
addresses or to such other address as either party may designate by like notice. If to the Bank, notice shall be given to the
board of directors, The State Bank and Trust Company, 401 Clinton Street, Defiance, Ohio 43512, or to such other or additional
person or persons as the Bank shall have designated to the Executive in writing. If to the Executive, notice shall be given to
the Executive at the Executive’s address appearing on the Bank’s records, or to such other or additional person or
persons as the Executive shall have designated to the Bank in writing.


 






    
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In
Witness Whereof, the Executive and a duly
authorized representative of the Bank have executed this Agreement as of the date first written above.


 





	Executive:	 	Bank:
	 	 	The State Bank and Trust Company
	 	 	 	 
	                                      	 	By:	
	Anthony V. Cosentino	 	 	 
	 	 	Title:	


 


 






    
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Agreement
to Cooperate with Insurance Underwriting Incident to Internal Revenue Code section 1035 Exchange


 


I
acknowledge that I have read the 2017 Split Dollar Agreement and Endorsement and agree to be bound by its terms, particularly
the covenant on my part set forth in section 2.5 of the 2017 Split Dollar Agreement and Endorsement to provide medical information
and cooperate with medical insurance-related testing required by an insurer to issue a comparable insurance policy to cover the
benefit provided under this 2017 Split Dollar Agreement and Endorsement.


 





	 	 	 
	Witness	 	Anthony
V. Cosentino


 






    
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Split
Dollar Policy Endorsement


 


		Insured:	Anthony
    V. Cosentino





		Insurer:	Massachusetts
    Mutual Life Insurance Company


	Policy No.	39138503




 


According
to the terms of The State Bank and Trust Company 2017 Split Dollar Agreement and Endorsement dated as of January 22, 2018, the
undersigned Owner requests that the above-referenced policy issued by the Insurer provide for the following beneficiary designation
and limited contract ownership rights to the Insured:


 


1. Upon
the death of the Insured, proceeds shall be paid in one sum to the Owner, its successors or assigns, to the extent of the Owner’s
interest in the policy. It is hereby provided that the Insurer may rely solely upon a statement from the Owner concerning the
amount of proceeds it is entitled to receive under this paragraph.


 


2. Any
proceeds at the death of the Insured in excess of the amount paid under the provisions of the preceding paragraph shall be paid
in one sum to:


 


	 
	Primary
    Beneficiary, Relationship/Social Security Number
	 

                                                                                 

	Contingent
    Beneficiary, Relationship/Social Security Number


 


The
exclusive rights to change the beneficiary for the proceeds payable under this paragraph and to assign all rights and interests
granted under this paragraph are hereby granted to the Insured. The sole signature of the Insured shall be sufficient to exercise
the rights. The Owner retains all contract rights not granted to the Insured under this paragraph.


 


3. It
is agreed by the undersigned that this designation and limited assignment of rights shall be subject in all respects to the contractual
terms of the policy.


 


4. Any
payment directed by the Owner under this endorsement shall be a full discharge of the Insurer, and such discharge shall be binding
on all parties claiming any interest under the policy.


 


The
undersigned for the Owner is signing in a representative capacity and warrants that he or she has the authority to bind the entity
on whose behalf this document is executed.


 


Signed
at                                     ,
Ohio this                day of                                       ,
20       .


 





	Insured:	 	Owner:
	 	 	The
State Bank and Trust Company
	 	 	 	 
		 	By:	
	Anthony V. Cosentino



	 	 	 
	 	 	Its:	


 






    
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EXHIBIT
C


Trust
Under SB Financial Group, Inc.


Amended
Supplemental Executive Retirement Plan Agreement


 


This
Agreement made this day of _____, 20__, by and between SB Financial Group, Inc. (“Company”) and _______________________
(“Trustee”),


 


WHEREAS,
Company entered into a Supplemental Executive Retirement Plan Agreement, effective April 21, 2010 (as amended and restated as
of January 22, 2018 (the “SERP”) with Anthony V. Cosentino (the “Executive”);


 


WHEREAS,
Company wishes to establish a trust (hereinafter called “Trust”) and contribute to the Trust assets to be held in
the Trust, subject to the claims of Company’s general creditors in the event of Company’s Insolvency, as herein defined,
until paid to the Executive and beneficiary(ies) in such manner and at such times as specified in the SERP;


 


WHEREAS,
it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of
the SERP as an unfunded plan maintained for the purpose of providing deferred compensation for a member of select group of management
or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974; and


 


WHEREAS,
it is the intention of Company to make contributions to the Trust to provide itself with a source of funds to assist it in meeting
its liabilities under the SERP.


 


NOW,
THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows.


 


1. Establishment
of Trust


 


(a) The
Trust hereby established shall be irrevocable.


 


(b) The
Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter
J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.


 


(c) The
principal of the Trust and any earnings thereon shall be held separate and apart from other funds of Company and shall be used
exclusively for the uses and purposes of the Executive and general creditors as herein set forth. The Executive shall have no
preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the SERP and this
Trust Agreement shall be mere unsecured contractual rights of the Executive against Company. Any assets held by the Trust will
be subject to the claims of Company’s general creditors under federal and state law in the event of Insolvency, as defined
in Section 3(a) herein.


 


(d) Company,
in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with
Trustee to augment the principal to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither
Trustee nor the Executive shall have any right to compel such additional deposits.


 


2. Payments
to the Executive


 


(a) Company
has delivered to Trustee a payment schedule attached hereto as Schedule A (the “Payment Schedule”), which Payment
Schedule may be amended from time to time as provided in Section 12, indicating the amounts payable to the Executive, a formula
or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid
(as provided for or available under the SERP), and the time of commencement for payment of such amounts. Except as otherwise provided
herein, Trustee shall make payments to the Executive in accordance with such Payment Schedule. The Trustee shall make provision
for the reporting and withholding of any federal and state taxes that may be required to be withheld with respect to the payment
of benefits pursuant to the SERP and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts
have been reported, withheld and paid by Company. Payment will be made to the Executive’s beneficiary as set forth in the
Payment Schedule respecting payments upon death, if the Executive dies before payment is due under the Payment Schedule.


 






    
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(b) The
entitlement of the Executive to benefits under the SERP shall be determined by Company or such party as it shall designate under
the SERP, and any claim for such benefits shall be considered and reviewed under the procedures, if any, set out in the SERP.


 


(c) Company
may make payment of benefits directly to the Executive as they become due under the terms of the SERP. Company shall notify Trustee
of its decision to make payment of benefits directly prior to the time amounts are payable to the Executive. In addition, if the
principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms
of the SERP, Company shall make the remainder of each such payment as it falls due. Trustee shall notify Company if principal
and earnings are not sufficient. 


 


3.
Trustee Responsibility Regarding Payments to Trust Beneficiary When Company Is Insolvent



 


(a) Trustee
shall cease payment of benefits to the Executive if the Company is Insolvent. Company shall be considered “Insolvent”
for purposes of this Trust Agreement if (i) Company is unable to pay its debts as they become due, or (ii) Company is subject
to a pending proceeding as a debtor under the United States Bankruptcy Code.


 


(b) At
all times during the continuance of this Trust, as provided in Section 1(c) hereof, the principal and income of the Trust shall
be subject to claims of general creditors of Company under federal and state law as set forth below.


 


	 	(1)	The
    Board of Directors and the Chief Executive Officer of Company shall have the duty to inform Trustee in writing of Company’s
    Insolvency. If a person claiming to be a creditor of Company alleges in writing to Trustee that Company has become Insolvent,
    Trustee shall determine whether Company is Insolvent and, pending such determination, Trustee shall discontinue payment of
    benefits to the Executive.


 


	 	(2)	Unless
    Trustee has actual knowledge of Company’s Insolvency, or has received notice from Company or a person claiming to be
    a creditor alleging that Company is Insolvent, Trustee shall have no duty to inquire whether Company is Insolvent. Trustee
    may in all events rely on such evidence concerning Company’s solvency as may be furnished to Trustee and that provides
    Trustee with a reasonable basis for making a determination concerning Company’s solvency.


 


	 	(3)	If
    at any time Trustee has determined that Company is Insolvent, Trustee shall discontinue payments to the Executive and shall
    hold the assets of the Trust for the benefit of Company’s general creditors. Nothing in this Trust Agreement shall in
    any way diminish any rights of the Executive to pursue the Executive’s rights as a general creditor of Company with
    respect to benefits due under the SERP or otherwise.


 


	 	(4)	Trustee
    shall resume the payment of benefits to the Executive in accordance with Section 2 of this Trust Agreement only after Trustee
    has determined that Company is not Insolvent (or is no longer Insolvent).


 






    
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(c) Provided
that there are sufficient assets, if Trustee discontinues the payment of benefits from the Trust under Section 3(b) and subsequently
resumes payments, the first payment after discontinuance shall include the aggregate amount of all payments due to the Executive
under the terms of the SERP for the period of the discontinuance, less the aggregate amount of any payments made to the Executive
by Company in lieu of the payments provided for hereunder during any such period of discontinuance.


 


4. Payments
to Company


 


Company
shall have no right or power to direct Trustee to return to Company or to divert to others any of the Trust assets before all
payment of benefits have been made to the Executive under the terms of the SERP.


 


5. Investment
Authority


 


The
Trustee may not invest in securities (including stock or rights to acquire stock) or obligations issued by Company, other than
a de minimis amount held in common investment vehicles in which Trustee invests. The Trustee’s primary investment
objective shall be safety of principal. All rights associated with assets of the Trust shall be exercised by Trustee or the person
designated by Trustee, and shall in no event be exercisable by or rest with the Executive.


 


6. Disposition
of Income


 


During
the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested.


 


7. Accounting
by Trustee


 


Trustee
shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be
made, including such specific records as shall be agreed upon in writing between Company and Trustee. Within 30 days following
the close of each calendar year and within 30 days after the removal or resignation of Trustee, Trustee shall deliver to Company
a written account of its administration of the Trust during such year or during the period from the close of the last preceding
year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions
effected by it, including a description of all investments purchased and sold with the cost or net proceeds of such purchases
or sales (accrued interest paid or receivable being shown separately), and showing all cash, and other property held in the Trust
at the end of such year or as of the date of such removal or resignation, as the case may be.


 


8. Responsibility
of Trustee


 


(a) Trustee
shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in
like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims,
provided, however, that Trustee shall incur no liability to any person for any action taken by a direction, request or approval
given by Company which is contemplated by and in conformity with the terms of the SERP or this Trust and is given in writing by
Company. If there is a dispute between Company and a party, Trustee may apply to a court of competent jurisdiction to resolve
the dispute.


 


(b) If
Trustee undertakes or defends any litigation arising under this Trust, Company agrees to indemnify Trustee against Trustee’s
costs, expenses and liabilities (including, without limitation, attorneys’ fees and expenses) relating thereto and to be
primarily liable for such payments. If Company does not pay such costs, expenses and liabilities in a reasonably timely manner,
Trustee may obtain payment from the Trust.


 






    
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(c) Trustee
may consult with legal counsel (who may also be counsel for Company generally) regarding its duties or obligations hereunder.


 


(d) Trustee
may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing
its duties or obligations hereunder.


 


(e) Trustee
shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein.


 


(f) Regardless
of any powers granted to Trustee by this Trust Agreement or by applicable law, Trustee shall not have any power that could give
the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of
the Procedure and Administrative Regulations promulgated under the Internal Revenue Code.


 


9. Compensation
and Expenses of Trustee


 


Company
shall pay all administrative and Trustee’s fees and expenses. Trustee’s fees outstanding for more than 45 days from
the billing date may be deducted directly from the Trust.


 


10. Resignation
and Removal of Trustee


 


(a) Trustee
may resign at any time by written notice to Company, which shall be effective 30 days after receipt of such notice unless Company
and Trustee agree otherwise.


 


(b) Trustee
may be removed by Company on 30 days’ notice or upon shorter notice accepted by Trustee.


 


(c) Upon
resignation or removal of Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the
successor Trustee. The transfer shall be completed within 60 days after receipt of notice of resignation, removal or transfer,
unless Company extends the time limit.


 


(d) If
Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date or
as soon as practicable thereafter, of Trustee’s resignation or removal under paragraph (a) or (b) of this Section. If no
such appointment is made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions.


 


11. Appointment
of Successor


 


(a) If
Trustee resigns or is removed in accordance with Section 10(a) or (b) hereof, Company may appoint any qualified third party, such
as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace
Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall
have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall
execute any instrument necessary or reasonably requested by the successor Trustee to evidence the transfer. A third party shall
not be considered qualified to serve as successor Trustee unless the total assets of the successor Trustee organization are at
least $[10 billion].


 


(b) The
successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets,
subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and Company shall indemnify and defend
the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other
past event, or any condition existing at the time it becomes successor Trustee.


 






    
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Cosentino amended SERP October 12, 2017


     


    

 


12. Amendment
or Termination


 


(a) This
Trust Agreement may be amended by a written instrument executed by the Trustee and Company. Notwithstanding the foregoing, no
such amendment shall conflict with the terms of the SERP or in any way cause this Trust Agreement to become revocable.


 


(b) The
Trust shall not terminate until the date on which the Executive and beneficiary(ies) are no longer entitled to benefits under
the terms of the SERP. Upon termination of the Trust, any assets remaining in the Trust shall be returned to Company.


 


(c) Upon
written approval of participants or beneficiaries entitled to payment of benefits under the terms of the SERP, Company may terminate
this Trust before all benefit payments under the SERP have been made. All assets in the Trust at termination shall be returned
to Company.


 


13. Immunity
and Indemnity


 


The
Company agrees to indemnify and hold the Trustee harmless from and against any liability, loss or claim that the Trustee may
incur or which may be assessed or made against the Trustee in connection with this Agreement, including, without limitation,
liability for legal and other professional fees (“Liabilities”), unless arising from the Trustee’s own
gross negligence or willful misconduct, or except to the extent such indemnification may be prohibited by applicable law.
With respect to such aforementioned Liabilities or the Trustee’s own fees from the Trust, should the Trust prove
insufficient or it is held by a court of competent jurisdiction that such Liabilities and/or fees are not properly payable
from the Trust, the Company shall remain liable to indemnify the Trustee against such Liabilities and to pay the Trustee such
fees.


 


This
indemnification and hold harmless provision as well as all other such indemnification and hold harmless provisions in this
Agreement shall survive the term of the Trustee acting as such under this Agreement and shall survive the term of this
Agreement.


 


14. Miscellaneous


 


(a) Any
provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating
the remaining provisions hereof.


 


(b) Benefits
payable to the Executive under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated,
pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.


 


(c) This
Trust Agreement shall be governed by and construed in accordance with the laws of Ohio and shall be binding upon the parties hereto
and their respective successors.


 


(d) For
purposes of this Trust, Change in Control shall have the meaning provided in the SERP, which agreement hereby is incorporated
by reference.


 


15. Effective
Date


 


The
effective date of this Trust Agreement shall be ________, 20__.


 





	Trustee	 	Company
	[                                          ]		SB Financial Group, Inc.




	       	 	 	 	 
	By:	                                    	 	By:	
	Its:		 	Its:	                








 






    
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Cosentino amended SERP October 12, 2017


     


    

 


SCHEDULE
A


 


Initial
Balance: $136,334.04


 


Payment
Schedule


 


Unless
section 3.8 of the SERP requires a lump sum payment, section 3.6 of the SERP requires $3,472.83 per month to be paid to Executive
for a period of 180 months commencing on the first day of the month following the Executive’s date of Termination on or
after the Executive’s Retirement Date (as defined in the SERP).


 


 


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Cosentino amended SERP October 12, 2017