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 Plan
Agreement (the “Agreement”) with EDDIE D.
CANTERBURY (the “Participant”) in accordance with the terms set
forth below, effective as of this 28th day of October, 2003.


 


WHEREAS, the
Participant is the President and CEO of
the Company; and


 


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


 


WHEREAS, the Company
is hopeful that the Participant will continue to contribute to the future
success of the Company; and


 


WHEREAS, the company
desires to reward the
Participant for such past services and to encourage the Participant to continue
in his dedicated service for the Company; and


 


WHEREAS, the
Participant desires to receive benefits under this Agreement for his years of
dedicated service and continuing responsibilities to the Company;


 


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


 


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


 


(a)                                  Bass Salary.  The Participant’s annual Base Salary, as
determined by the Board of Directors of the Company for the year of the
Participant’s Entitlement


 





















 


Date shall not
be less than One Hundred Thirty Thousand Dollars ($130,000.00) or exceed One
Hundred Seventy Thousand Dollars ($170,000.00), excluding bonus, any
contributions to a qualified or non-qualified retirement plan or health
insurance coverage.


 


(b)                                 Beneficiary.  The participant’s Beneficiary shall be the
individual(s) designated by the Participant in writing on the form attached to
this Agreement as “APPENDIX A” and
communicated to the Company.  If the
Participant fails to designate a Beneficiary, the Beneficiary shall be the
Participant’s spouse if then living and if not living, then to the Participant’s
estate,


 


(c)                                  Change of Control.  A Change of Control of the Company shall be
deemed to have occurred in the event of a cumulative transfer of more than fifty percent (50%) of
the 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 or
transfers to a qualified retirement plan maintained by the Company shall not be
considered in determining whether there has been a Change of Control.


 


(d)                                 Code.  The
Internal Revenue Code of 1986, as amended.


 


(e)                                  Committee.  The Board of Directors
of the Company, except that the Participant may not be involved in decisions
regarding 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 a
Participant to engage in the duties of his present employment by reason of any
medically determinable physical or mental impairment that can be expected to
result in death, or which has lasted or can be expected to last for a
continuous period of not less than twelve (12) months.  The permanence and degree of such  impairment shall
be


 


2





















 


supported by
medical evidence.  The determination as
to whether the Participant has terminated as an employee of the Company on
account of a Disability shall be made by the Company in its sole discretion.


 


(h)                                 Effective Date.  The
Effective 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 the
Participant, as determined under Section 2 of this Agreement


 


Section  2.   Payment of Benefits.


 


(a)                                  Supplemental Retirement Benefits.  A Participant shall be entitled to benefits
under this Agreement on the Participant’s Entitlement Date.  The Participant may continue to serve as an
employee of the Company after his Entitlement Date.  The Participant shall receive an annual
Supplemental Retirement Benefit in the amount equal to fifty-eight percent
(58%) of the Participant’s Base Salary for the calendar year of the Participant’s
termination, which shall be paid monthly beginning the month following the
Participant’s Entitlement Date and shall be paid monthly each year thereafter
until the Participant’s death, except that if the Participant dies prior to
receiving payment for fourteen (14) full years, the Participants Beneficiary
shall 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 an
employee of  the Company on account
of a Disability, the Company shall pay the Participant the Supplemental


 


3





















 


Retirement
Benefit as described in paragraph “(a)” of this Section 2, multiplied by
the percentage represented by 1.00 minus the product of 0.05 times a whole
number equal to the positive difference between sixty-five (65) and the
Participant’s age when the Participant terminates on account of a Disability.  To illustrate using the case in which
termination on account of a Disability occurs: when the Participant is age
sixty-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 1.00
minus 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-six
percent (46%) of the Participant’s Base Salary for the calendar year of the
Participant’s termination.  This benefit
shall commence as soon as practicable after, the Participant’s termination as
an employee of the Company on account of a Disability and shall be paid monthly
each year until the Participant’s death, except that if the Participant dies
prior to receiving payments for fourteen (14) full years, the Participant’s
Beneficiary shall receive payments in the same manner as the Participant until
fourteen (14) years of complete payments have been made.


 


(c)                                  Death Benefits.


 


(i)                                     If
the Participant dies prior to the Participant’s Entitlement Date, the Company
shall pay the Participant’s Beneficiary the Supplemental Retirement Benefit
described in paragraph “(a)”.  This
benefit shall commence as soon as practicable after the date which would have
been the Participant’s Entitlement Date and shall be paid monthly each year
until fourteen (14) years  of
complete payments have been made.


 


(ii)                                  If
the Participant dies  after the
Participants Entitlement Date, the Company shall pay the Participant’s
Beneficiary the remaining payments under paragraph “(a)” above until the
Participant and


 


4





















 


Beneficiary
have received a combined fourteen (14) years of annual payments.


 


(iii)                               If
the Participant’s Beneficiary dies  before
all payments have been made, then the present value of the remaining benefits
shall be paid in a lump-sum cash payment to the Contingent Beneficiary
designated by the Participant, if that person is alive, and if not, then to the
Beneficiary’s estate.


 


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


 


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


 


5





















 


The Participant shall have only the unsecured
and unfunded promise to be paid benefits under this Agreement.  Therefore, this Agreement shall not create a
transfer of “property” for Federal income tax purposes.  Also, because the Participant is a member of
a 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 be
administered by the Committee.  All
determinations of the Committee as to any questions arising under this
Agreement, including questions of construction and interpretation, shall be
final, binding and conclusive upon all persons. 
The Committee may delegate any of its responsibilities under this
Agreement to another committee of the Company or to any other delegee, except
that the Participant may not make any decisions with regard to the payment of
benefits under this Agreement.


 


Section  5.  Interest Not Transferable.  All benefits provided under this Agreement may not
be assigned, alienated, attached or encumbered by the Participant or his
Beneficiary.


 


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


 


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


 


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


 


(a)                                  The
specific reasons for such denial;


 


6





















 


(b)                                 Specific
reference to pertinent Agreement provisions on which the denial is based;


 


(c)                                  A
description of any additional material or information necessary for the
Participant to perfect a claim and an explanation of why such material or
information is necessary; and


 


(d)                                 An
explanation of the Agreement’s claim review procedure.


 


If the company fails to provide a notice to
the 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 is
denied (or deemed denied), the Participant may request a review of a denial (or
deemed denial) by filing  with the
Committee a written request for such review. 
The request must be filed within sixty (60) days after the notice of
denial is received, or within sixty (60) days after the denial is deemed to
have occurred.  The Participant may
review pertinent documents and submit issues and comments in writing within the
same sixty (60) day period.  If a request
for review is filed, such review shall be made by the Committee within sixty
(60) days after receipt of such request, unless special circumstances require
an extension of time for processing, in which case the Participant shall be so
notified and a decision shall be rendered as soon as possible, but not later  than one hundred twenty (120) days after
receipt of the request for review.  Upon
completion of the review, the Participant shall be give written notice of the
decision resulting from such review, which notice shall include specific
reasons for the decision and  specific
references to the pertinent Agreement provisions on which the decision is
based.


 


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


 


Section  10. 
Severability.  In the event that any provision of the Agreement shall
be held invalid or illegal for any reason, any illegality or invalidity shall
not affect the remaining parts of the Agreement.  Instead, the Agreement shall be construed and
enforced as if the


 


7





















 


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


 


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


 


Section  12. 
Amendment.  The Company expressly reserves the right to
amend this Agreement at any time.  This
Agreement 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 has
already begun receiving benefits under this Agreement, the Company shall
continue paying monthly benefits of the total remaining benefits under this
Agreement each year until the Participant’s death, except that if the
Participant dies prior to receiving payments for fourteen (14) full years, the
Participant’s Beneficiary shall receive payment in the same manner as the
Participant until fourteen (14) years of complete payments have been made.  Upon such termination, if the Participant has
not already begun receiving benefits under this Agreement, the Company shall
continue accruing for the Participant’s Supplemental Retirement Benefit as
described in paragraph 2(a).  This
benefit shall commence as soon as practicable after the Participant’s
Entitlement Date or by the election of Participant a lump-sum payment of the
present value of his benefits under this Agreement.  The present value of benefits shall be
determined in accordance with the Moody Aa Corporate Bond Yield in effect as of
the date of termination or such other mutually agreed upon rate by the Company
and the Participant.


 


8





















 


IN WITNESS WHEREOF, the
Company 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 signature
and 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

  
					



 


9