**Exhibit 10.b.**

 

**SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT**

**BY AND BETWEEN**

**LOGAN BANK & TRUST COMPANY AND**

**EDDIE D. CANTERBURY**

 

**LOGAN BANK & TRUST COMPANY**(the “Company”) hereby enters into this Supplemental Executive Retirement PlanAgreement (the “Agreement”) with **EDDIE D.CANTERBURY** (the “Participant”) in accordance with the terms setforth below, effective as of this 28th day of October, 2003.

 

**WHEREAS,**theParticipant is the President and CEO ofthe Company; and

 

**WHEREAS**, theParticipant has provided many years of dedicated service to the Company,**which has contributed greatly to theCompany’s success; and

 

**WHEREAS**, the Companyis hopeful that the Participant will continue to contribute to the futuresuccess of the Company; and

 

**WHEREAS**, the companydesires to reward theParticipant for such past services and to encourage the Participant to continuein his dedicated service for the Company; and

 

**WHEREAS**, theParticipant desires to receive benefits under this Agreement for his years ofdedicated service and continuing responsibilities to the Company;

 

**NOW, THEREFORE**, theCompany and Participant agree to the following terms of this Agreement;

 

# **Section  1.**  **Definitions.**  Except as otherwise provided herein, theterms with initial capitalization set forth below shall be defined as follows:

 

## (a)                                  **Bass Salary. **The Participant’s annual Base Salary, asdetermined by the Board of Directors of the Company for the year of theParticipant’s Entitlement

 

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## Date shall notbe less than One Hundred Thirty Thousand Dollars ($130,000.00) or exceed OneHundred Seventy Thousand Dollars ($170,000.00), excluding bonus, anycontributions to a qualified or non-qualified retirement plan or healthinsurance coverage.

 

## (b)                                 **Beneficiary.**  The participant’s Beneficiary shall be theindividual(s) designated by the Participant in writing on the form attached tothis Agreement as **“APPENDIX A”**andcommunicated to the Company.  If theParticipant fails to designate a Beneficiary, the Beneficiary shall be theParticipant’s spouse if then living and if not living, then to the Participant’sestate,

 

## (c)                                  **Change of Control.**  A Change of Control of the Company shall bedeemed to have occurred in the event of a cumulative transfer of more than fifty percent (50%) ofthe voting stock of the Company from the effective date of the Agreement.  For purposes of this Agreement, however,transfers on account of deaths or gifts, transfers between family members ortransfers to a qualified retirement plan maintained by the Company shall not beconsidered in determining whether there has been a Change of Control.

 

## (d)                                 **Code.**** **TheInternal Revenue Code of 1986, as amended.

 

## (e)                                  **Committee.**  The Board of Directorsof the Company, except that the Participant may not be involved in decisionsregarding the payment of the Participants own benefit.

 

## (f)                                    **Company.**  **LOGAN BANK& TRUST COMPANY** and its successors or assigns.

 

## (g)                                 **Disability.**  Disability shall mean the inability of aParticipant to engage in the duties of his present employment by reason of anymedically determinable physical or mental impairment that can be expected toresult in death, or which has lasted or can be expected to last for acontinuous period of not less than twelve (12) months.  The permanence and degree of such**impairment shallbe

 

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## supported bymedical evidence.  The determination asto whether the Participant has terminated as an employee of the Company onaccount of a Disability shall be made by the Company in its sole discretion.

 

## (h)                                 **Effective Date*.** ***TheEffective Date of this Agreement shall be the date first written above.

 

## (i)                                     **Entitlement Date.  **The Participant’s sixty-fifth (65th)birthday.

 

## (j)                                     **ERISA. **The Employee Retirement Income Security Act of 1974, as amended.

 

## (k)                                  **Participant.**  EDDIE D. CANTERBURY.

 

## (l)                                     **Supplemental Retirement Benefit. **The annual benefit payable to theParticipant, as determined under Section 2 of this Agreement

 

# **Section  2.**** Payment of Benefits.**

 

## (a)                                  **Supplemental Retirement Benefits.**  A Participant shall be entitled to benefitsunder this Agreement on the Participant’s Entitlement Date.  The Participant may continue to serve as anemployee of the Company after his Entitlement Date.  The Participant shall receive an annualSupplemental Retirement Benefit in the amount equal to fifty-eight percent(58%) of the Participant’s Base Salary for the calendar year of the Participant’stermination, which shall be paid monthly beginning the month following theParticipant’s Entitlement Date and shall be paid monthly each year thereafteruntil the Participant’s death, except that if the Participant dies prior toreceiving payment for fourteen (14) full years, the Participants Beneficiaryshall receive payment in the same manner as the Participant until fourteen (14)years of complete payments have been made.

 

## (b)                                 **Supplemental Disability Benefits.**If,prior to the Participant’s Entitlement Date, the Participant terminates as anemployee of****the Company on accountof a Disability, the Company shall pay the Participant the Supplemental

 

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## RetirementBenefit as described in paragraph “(a)” of this Section 2, multiplied bythe percentage represented by 1.00 minus the product of 0.05 times a wholenumber equal to the positive difference between sixty-five (65) and theParticipant’s age when the Participant terminates on account of a Disability.  To illustrate using the case in whichtermination on account of a Disability occurs: when the Participant is agesixty-one (61), the positive difference between sixty-five (65) and sixty-one(61) is four (4), and 0.05 times 4 is 0.20. The percentage represented by 1.00minus 0.20 is eighty percent (80%), and according to paragraph “(a)” of this Section 2,eighty percent (80%) of the Supplemental Retirement Benefit or forty-sixpercent (46%) of the Participant’s Base Salary for the calendar year of theParticipant’s termination.  This benefitshall commence as soon as practicable after, the Participant’s termination asan employee of the Company on account of a Disability and shall be paid monthlyeach year until the Participant’s death, except that if the Participant diesprior to receiving payments for fourteen (14) full years, the Participant’sBeneficiary shall receive payments in the same manner as the Participant untilfourteen (14) years of complete payments have been made.

 

## (c)                                  **Death Benefits.**

 

### (i)                                     Ifthe Participant dies prior to the Participant’s Entitlement Date, the Companyshall pay the Participant’s Beneficiary the Supplemental Retirement Benefitdescribed in paragraph “(a)”.  Thisbenefit shall commence as soon as practicable after the date which would havebeen the Participant’s Entitlement Date and shall be paid monthly each yearuntil fourteen (14) years**ofcomplete payments have been made.

 

### (ii)                                  Ifthe Participant dies**after theParticipants Entitlement Date, the Company shall pay the Participant’sBeneficiary the remaining payments under paragraph “(a)” above until theParticipant and

 

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### Beneficiaryhave received a combined fourteen (14) years of annual payments.

 

### (iii)                               Ifthe Participant’s Beneficiary dies**beforeall payments have been made, then the present value of the remaining benefitsshall be paid in a lump-sum cash payment to the Contingent Beneficiarydesignated by the Participant, if that person is alive, and if not, then to theBeneficiary’s estate.

 

### (iv)                              TheParticipants Beneficiary may elect to receive the death benefit payable underthis paragraph “(c)” in the form of a lump-sum cash payment in accordance withthe election form set forth in **“APPENDIX B**”to this Agreement In such event, the lump-sum amount shall be determined inaccordance with actuarial assumptions and interest based on Moody’s AaCorporate Bond Yield.  The election byBeneficiary must be made prior to the first payment to the Beneficiary afterthe Participant’s death.

 

# **Section  3.**** Funding of Benefits. **The Company purchased a single premium lifeinsurance policy on the life of Mr. Canterbury for Two Million Dollars($2,000,000.00) to fund completely the cost of the Supplemental RetirementBenefit under Section 2 of this Agreement. The single premium will continue for the duration of Mr. Canterbury’slifetime.  In the event of Mr. Canterbury’spremature death, all death proceeds will be payable to the Bank, out of whichthe Bank will utilize an amount sufficient to fund the remaining retirementplan obligations; it being expressly understood and agreed that all retirementobligations of the Company, and all retirement benefits payable to theParticipant or his Beneficiary or to Participant’s estate, pursuant to thisSupplemental Executive Retirement Plan Agreement, will be paid entirely fromthe aforementioned single premium life insurance policy on the life of Mr.Canterbury, which Company has purchased on the life of Participant, whichpolicy is owned by Company.

 

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The Participant shall have only the unsecuredand unfunded promise to be paid benefits under this Agreement.  Therefore, this Agreement shall not create atransfer of “property” for Federal income tax purposes.  Also, because the Participant is a member ofa select group of management or Highly Compensated Employees*,*the Agreement is exempt from 201, 301,and 401 of Title I of ERISA.

 

# **Section  4. Administration.**** **This Agreement shall beadministered by the Committee.  Alldeterminations of the Committee as to any questions arising under thisAgreement, including questions of construction and interpretation, shall befinal, binding and conclusive upon all persons. The Committee may delegate any of its responsibilities under thisAgreement to another committee of the Company or to any other delegee, exceptthat the Participant may not make any decisions with regard to the payment ofbenefits under this Agreement.

 

# **Section  5.**** Interest Not Transferable.**All benefits provided under this Agreement may notbe assigned, alienated, attached or encumbered by the Participant or hisBeneficiary.

 

# **Section  6.**** Effect on Other Benefit Plans. **Amounts credited or paidunder this Agreement shall not be considered to be compensation for thepurposes of any qualified retirement plans maintained by the Company.  The treatment of such amounts under otherbenefit plans will be determined pursuant to the provisions of such plans.

 

# **Section  7.**  **lncompetency. **In the event the Participant isdetermined by a Court to be incompetent, the Committee may, in its discretion,pay the benefits provided herein to the Participant’s legal guardian for thebenefit of the Participant.

 

# **Section  8.**** Claims Provision. **The Participant may make a claim to**theCommittee with regard to a payment of benefits provided herein.  If the Committee receives a claim in writing,the Committee must**give notice tothe Participant in writing within a reasonable period of time after**receipt of the claim (not to exceedninety [90] days or, under special circumstances, one hundred twenty [120] days*). *Ifthe Participant’s claim is denied, the notice of denial shall set forth thefollowing information:

 

## (a)                                  Thespecific reasons for such denial;

 

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## (b)                                 Specificreference to pertinent Agreement provisions on which the denial is based;

 

## (c)                                  Adescription of any additional material or information necessary for theParticipant to perfect a claim and an explanation of why such material orinformation is necessary; and

 

## (d)                                 Anexplanation of the Agreement’s claim review procedure.

 

If the company fails to provide a notice tothe Participant with respect to his claim for benefits after one hundred eighty(180) days, the Participant may treat his claim as denied,

 

If the Participant’s claim for benefits isdenied (or deemed denied), the Participant may request a review of a denial (ordeemed denial) by filing**with theCommittee a written request for such review. The request must be filed within sixty (60) days after the notice ofdenial is received, or within sixty (60) days after the denial is deemed tohave occurred.  The Participant mayreview pertinent documents and submit issues and comments in writing within thesame sixty (60) day period.  If a requestfor review is filed, such review shall be made by the Committee within sixty(60) days after receipt of such request, unless special circumstances requirean extension of time for processing, in which case the Participant shall be sonotified and a decision shall be rendered as soon as possible, but not later**than one hundred twenty (120) days afterreceipt of the request for review.  Uponcompletion of the review, the Participant shall be give written notice of thedecision resulting from such review, which notice shall include specificreasons for the decision and**specificreferences to the pertinent Agreement provisions on which the decision isbased.

 

# **Section  9.**** Employment Agreement. **The terms of this Agreement shall not affect inany way the Participant’s Employment Agreement with the Company.  Also, this Agreement shall not be construedas to require the Participant’s termination at any specific date.

 

# **Section  10.**** Severability.  **In the event that any provision of the Agreement shallbe held invalid or illegal for any reason, any illegality or invalidity shallnot affect the remaining parts of the Agreement.  Instead, the Agreement shall be construed andenforced as if the

 

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# illegal or invalid provision had never beeninserted, and the Company shall have the privilege and opportunity to correctand remedy such questions of illegality or invalidity by amendment.

 

# **Section  11.**** Applicable Law. **To the extent that State law applies, theAgreement shall be governed and construed in accordance with the laws of theState of West Virginia

 

# **Section  12.**** Amendment.**  The Company expressly reserves the right toamend this Agreement at any time.  ThisAgreement may be amended at any time by a written consent by all**parties.

 

# **Section  13.**** Termination. **The Company expressly reserves the right to terminate this Agreement.  Upon such termination, if the Participant hasalready begun receiving benefits under this Agreement, the Company shallcontinue paying monthly benefits of the total remaining benefits under thisAgreement each year until the Participant’s death, except that if theParticipant dies prior to receiving payments for fourteen (14) full years, theParticipant’s Beneficiary shall receive payment in the same manner as theParticipant until fourteen (14) years of complete payments have been made.  Upon such termination, if the Participant hasnot already begun receiving benefits under this Agreement, the Company shallcontinue accruing for the Participant’s Supplemental Retirement Benefit asdescribed in paragraph 2(a).  Thisbenefit shall commence as soon as practicable after the Participant’sEntitlement Date or by the election of Participant a lump-sum payment of thepresent value of his benefits under this Agreement.  The present value of benefits shall bedetermined in accordance with the Moody Aa Corporate Bond Yield in effect as ofthe date of termination or such other mutually agreed upon rate by the Companyand the Participant.

 

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**IN WITNESS WHEREOF,**theCompany has caused this Agreement to be executed and attested by its officers,all duly authorized, and has caused its corporate seal to be hereunto affixed,and **WITNESS, ALSO,**the signatureand seal of the Participant, all as of the date first written above:

 

 
| ** ** | **LOGAN  BANK & TRUST COMPANY** |
|------------|-------------------------------------|
| ** ** | ** **                          |
| ** ** | **BY:**                             | **/s/  Harvey Oakley** | ** ** |
| ** ** | ** **                          | **Title:** | **Chairman** | ** ** |
|       |                                |
|       |                                |
| ** ** | **/s/  Eddie D. Canterbury**        | ** ** |
| ** ** | **EDDIE D.  CANTERBURY**            |
|            |                                     |  |  |  |

 

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