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                                                                    EXHIBIT 10.2

                          COMMUNITY FIRST BANK & TRUST
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                             PARTICIPATION AGREEMENT

         THIS PARTICIPATION AGREEMENT (the "Participation Agreement") is entered
into as of this 16th day of August, 2005 by and between Community First Bank &
Trust (the "Employer"), and MARC LIVELY, an executive of the Employer (the
"Participant").

                                    RECITALS:

         WHEREAS, the Employer has adopted the ("Plan") effective as August 16,
         2005, and the Administrator has determined that the Participant shall
         be eligible to participate in the Plan on the terms and conditions set
         forth in this Participation Agreement and the Plan.

         NOW, THEREFORE, in consideration of the foregoing and the agreements
and covenants set forth herein, the parties agree as follows:

         1. Definitions. Except as otherwise provided, or unless the context
otherwise requires, the terms used in this Participation Agreement shall have
the same meanings as set forth in the Plan.

         2. Plan. Plan means the Community First Bank & Trust Supplemental
Executive Retirement Plan, as the same may be altered or supplemented in any
validly executed Participation Agreement.

         3. Incorporation of Plan. The Plan, a copy of which is attached hereto
as Exhibit A, is hereby incorporated into this Participation Agreement as if
fully set forth herein, and the parties hereby agree to be bound by all of the
terms and provisions contained in the Plan. The Participant hereby acknowledges
receipt of a copy of the Plan and, subject to the foregoing, confirms his
understanding and acceptance of all of the terms and conditions contained
therein.

         4. Effective Date of Participation. The effective date of the
Participant's participation in the Plan shall be August 16, 2005 (the
"Participation Date").

         5. Normal Retirement Age. The Participant's Normal Retirement Age for
purposes of the Plan and this Participation Agreement is age sixty-five (65).

         6. Year of Service. Participant shall be credited with one year of
service for each calendar year Participant has been employed by the Employer,
whether such employment began before or after the Participation Date.

         7. Prohibition Against Funding. Should any investment be acquired in
connection with the liabilities assumed under this Plan and Participation
Agreement, it is expressly understood and agreed that the Participants and
Beneficiaries shall not have any



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right with respect to, or claim against, such assets nor shall any such purchase
be construed to create a trust of any kind or a fiduciary relationship between
the Employer and the Participants, their Beneficiaries, or any other person. Any
such assets shall be and remain a part of the general, unpledged, unrestricted
assets of the Employer, subject to the claims of its general creditors. It is
the express intention of the parties hereto that this arrangement shall be
unfunded for tax purposes and for purposes of Title I of ERISA. The Participant
shall be required to look to the provisions of the Plan and to the Employer
itself for enforcement of any and all benefits due under this Participation
Agreement, and, to the extent the Participant acquires a right to receive
payment under the Plan and this Participation Agreement, such right shall be no
greater than the right of any unsecured general creditor of the Employer. The
Employer shall be designated the owner and beneficiary of any investment
acquired in connection with its obligation under the Plan and this Participation
Agreement.

         8.       Provisions Related to SERP Benefit.

                  (a)      SERP Benefit. The SERP Benefit for the Participant
                           shall be an annual benefit of forty percent (40%) of
                           Participant's average final base salary over the
                           immediately preceding full 24 calendar months prior
                           to termination of employment (upon Normal Retirement,
                           Early Retirement or other termination of employment,
                           other than termination for cause, pursuant to which
                           benefits are payable hereunder), paid for the period
                           and on the terms provided herein. Participant's base
                           salary calculation shall be provided by Employer's
                           payroll department.

                  (b)      Normal Retirement Vesting. Participant shall be 100%
                           vested in his SERP Benefit upon completing 10 Years
                           of Service, and, except as otherwise provided herein,
                           shall not be vested prior thereto.

                  (c)      Early Retirement Vesting. In the event of the
                           occurrence of the following:

                                    1)       Participant's attainment of
                                             fifty-five (55) years of age; and

                                    2)       Participant's completion of ten
                                             (10) Years of Service,

                           Participant may elect thereafter to retire prior to
                           his Normal Retirement Age ("Early Retirement") and
                           receive 100% of his SERP Benefit hereunder.

                           In the event Participant retires with an effective
                           date occurring prior to the realization of the
                           aforementioned vesting conditions,


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                           Participant shall forfeit any entitlement to a SERP
                           Benefit under this Plan.

                  (d)      Change of Control. A Participant shall be one-hundred
                           percent (100%) vested in their SERP Benefit upon a
                           Change of Control, as provided for herein. Upon
                           Change of Control, the payment of Participant's SERP
                           Benefit determined hereunder, shall not be
                           distributed to Participant or their Beneficiary until
                           the Participant's employment with the Employer
                           terminates. Upon Participant's termination after a
                           Change of Control (other than by Normal Retirement or
                           Early Retirement), the present value (as of the date
                           of termination and using the discount rate specified
                           in Code Section 1274 in effect for the period of
                           termination) of the Participant's aggregate SERP
                           Benefit payments shall be paid out in a lump sum
                           distribution to Participant, or their Beneficiary, as
                           soon as administratively feasible.

                  (e)      Form of SERP Benefit Payment. Subject to the
                           restrictions of Section 4.3 of the Plan, the annual
                           SERP Benefit shall be paid each year in equal monthly
                           installments as of the first day of each calendar
                           month and shall be paid for fifteen (15) years
                           following the Participant's Normal Retirement or
                           eligible Early Retirement.

                  (f)      Post Retirement Death Benefit. Participant's SERP
                           Benefit shall be payable for fifteen (15) years. In
                           the event that the Participant dies during the
                           fifteen (15) year SERP Benefit distribution period,
                           Participant's Beneficiary, as designated pursuant to
                           this Participation Agreement, will receive the
                           present value of the remaining SERP Benefit
                           distributions in a lump sum.

                  (g)      Pre-Retirement Death Benefit Distribution. In the
                           event of Participant's death prior to Normal
                           Retirement, such Participant's Beneficiary(ies) shall
                           be entitled to a Pre-Retirement Death Benefit equal
                           to the present value (calculated as described in
                           8(d)) of the aggregate SERP Benefit payments,
                           irrespective of any vesting provisions herein. This
                           Pre-Retirement Death Benefit shall be distributed to
                           Participant's Beneficiary(ies) in a lump sum amount
                           as soon as administratively feasible upon Employer
                           notification.

                  (h)      Disability. A Participant shall be one-hundred
                           percent (100%) vested in their Accrued SERP Benefit
                           upon Disability, as provided for herein. For purposes
                           of this Plan, a Participant shall be considered
                           disabled if the Participant is, by reason of any
                           medically determinable physical or mental impairment
                           which can be expected to result in death or can be
                           expected to last for a continuous period of not less
                           than 12 months, receiving income replacement benefits
                           for a period of not less than 3 months under


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                           an accident and health plan covering employees of the
                           participant's employer, or as defined by law.

                  (i)      Cancellation of Prior Deferred Compensation
                           Agreement. Participant has previously been a
                           Participant in the Employer's Deferred Compensation
                           dated as of April 1, 2001 ("Deferred Compensation
                           Plan"). Participant acknowledges that in
                           consideration of the terms and provisions hereof, he
                           hereby cancels, waives, exchanges and surrenders all
                           rights under Deferred Compensation Plan.

         9.       General Provisions

                  (a)      No Assignment.

                           No benefit under the Participation Agreement shall be
                           subject in any manner to anticipation, alienation,
                           sale, transfer, assignment, pledge, encumbrance, or
                           charge, and any such action shall be void for all
                           purposes of the Participation Agreement. No benefit
                           shall in any manner be subject to the debts,
                           contracts, liabilities, engagements, or torts of any
                           person, nor shall it be subject to attachments or
                           other legal process for or against any person, except
                           to such extent as may be required by law.

                  (b)      Headings.

                           The headings contained in the Participation Agreement
                           are inserted only as a matter of convenience and for
                           reference and in no way define, limit, enlarge, or
                           describe the scope or intent of this Plan nor in any
                           way shall they affect this Participation Agreement or
                           the construction of any provision thereof.

                  (c)      Terms.

                           Capitalized terms shall have meanings as defined
                           herein. Singular nouns shall be read as plural,
                           masculine pronouns shall be read as feminine, and
                           vice versa, as appropriate.

                  (d)      Successors.

                           This Participation Agreement shall be binding upon
                           each of the parties and shall also be binding upon
                           their respective successors, and the Employer's
                           assigns.

                  (e)      Amendments.


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                           This Participant Agreement may not be modified or
                           amended except by a duly executed instrument in
                           writing signed by the Employer and the Participant.



                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

                            SIGNATURE PAGE TO FOLLOW



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IN WITNESS WHEREOF, each of the parties has caused this Participation Agreement
to be executed as of the day first above written.

PARTICIPANT:                               COMMUNITY FIRST BANK & TRUST:

Marc Lively                                By:
----------------------------------             --------------------------------


                                           Title:
----------------------------------                -----------------------------
Signature of Participant


ATTESTED:                                  ATTESTED:

By:                                        By:
    ------------------------------              -------------------------------


Title:                                     Title:
       ---------------------------                -----------------------------







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                          LIST OF COLLATERAL DOCUMENTS

                                    EXHIBIT A

                          COMMUNITY FIRST BANK & TRUST
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



                                    EXHIBIT B

                          COMMUNITY FIRST BANK & TRUST
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                             BENEFICIARY DESIGNATION



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                                    EXHIBIT B

                          COMMUNITY FIRST BANK & TRUST
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                             BENEFICIARY DESIGNATION

         In the event of the Participant's death, any benefits to which the
Participant may be entitled shall be paid to the Beneficiary designated below.
This Beneficiary Designation shall be subject to the terms and conditions set
forth in the Plan and shall supersede all prior Beneficiary Designations made by
the Participant. This Beneficiary Designation shall be attached to and become
part of that certain Participation Agreement, dated as of __________ 1, 2005,
between the Employer and the Participant.

         Primary Beneficiary:__________________________________________

         Secondary Beneficiary:________________________________________

         IN WITNESS WHEREOF, the Participant has executed this Beneficiary
Designation as of the date indicated.

                                       ---------------------------------------
                                       Signature


                                       Marc Lively
                                       ---------------------------------------
                                       Printed Name of Participant


                                       Dated:
                                              --------------------------------