ex10_5.htm


    
      

    

    Exhibit
      No. 10.5

     

    409A
      Amendment

    to
      the

    Citizens
      National Bank of Elkins

    Executive
      Supplemental Retirement Plan Executive Agreement

    


    Citizens
      National Bank of Elkins (“Bank”) and (“Executive”) originally entered into the
      Citizens National Bank of Elkins Executive Supplemental Retirement Plan
      Executive Agreement (“Agreement”) on January 14, 2003.  Pursuant to
      Subparagraph V (C) of the Agreement, the Bank and the Executive hereby adopt
      this 409A Amendment, effective January 1, 2005.  The First Amendment
      to the Executive Supplemental Retirement Plan Executive Agreement dated January
      1, 2004, is effectively revoked.

    


    RECITALS

    


    This
      Amendment is intended to bring the Agreement into compliance with the
      requirements of Internal Revenue Code Section 409A.  Accordingly, the
      intent of the parties hereto is that the Agreement shall be operated and
      interpreted consistent with the requirements of Section
      409A.  Therefore, the following changes shall be made:

    


    
      	
              1.

            	
              The
                following provision regarding “Separation from Service” distributions
                shall be added as a new subparagraph (J) under Section I, as
                follows:

            


    

    


    Separation
      from Service: 

    


    Notwithstanding
      anything to the contrary in this Agreement, to the extent that any benefit
      under
      this Agreement is payable upon a “Termination of Employment,”
“Termination of Service,” or other event involving the Executive’s cessation of
      services, such payment(s) shall not be made unless such event constitutes a
      “Separation from Service” as defined in Treasury Regulations Section
      1.409A-1(h).

    


    
      	
              2.

            	
              Subparagraph
                II (A), “Retirement Benefits”, shall be deleted in its entirety and
                replaced with the following Subparagraph II
                (A):

            


    

    


    Retirement
      Benefits:

    


    Subject
      to Subparagraph II (D) hereinafter, an Executive who remains in the employ
      of
      the Bank until the Normal Retirement Age (Subparagraph I [I]) shall be entitled
      to receive the balance in the Pre-Retirement Account in one hundred twenty
      (120)
      equal monthly installments commencing thirty (30) days following the Executive’s
      retirement.  In addition to these payments and commencing in
      conjunction therewith, the Index Retirement Benefit (Subparagraph I [F]) for
      each Plan Year subsequent to the Executive’s retirement, and including the
      remaining portion of the Plan Year in which the Executive retires, shall be
      paid
      in monthly installments to the Executive until the Executive’s
      death.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              Subparagraph
                II (B), “Termination of Service”, shall be deleted in its entirety and
                replaced with the following Subparagraph II
                (B):

            


    

    


    Termination
      of Service:

    


    Subject
      to Subparagraph II (D), should an Executive suffer a Termination of Service
      the
      Executive shall be entitled to receive the percentage set forth hereinbelow
      that
      corresponds to the number of full years of employment with the Bank from the
      date of first employment with the Bank and to the Age of the Executive while
      employed by the Bank only (to a maximum of 100%), times the balance in the
      Pre-Retirement Account payable to the Executive in one hundred twenty (120)
      equal monthly installments commencing thirty (30) days following the Executive’s
      Normal Retirement Age (Subparagraph I [I]).  In addition to these
      payments and commencing in conjunction therewith, the percentage set forth
      hereinbelow that corresponds to the number of full years of employment with
      the
      Bank from the date of first employment with the Bank and to the Age of the
      Executive while employed by the Bank only (to a maximum of 100%), times the
      Index Retirement Benefit for each Plan Year subsequent to the year in which
      the
      Executive attains the Normal Retirement Age, and including the remaining portion
      of the Plan Year in which the Executive attains Normal Retirement Age, shall
      be
      paid in monthly installments to the Executive until the Executive’s
      death.

    


    
      	
              Total
                years of Employment and Age while Employed only

            	
              Vested

            
	 	 
	
              Less
                than Age 65 and less than 30 full years of employment

            	
              0%

            
	 	 
	
              Age
                62, 63, or 64 and 30 full years of employment

            	
              100%

            
	 	 
	
              Age
                65 or older regardless of years of employment shall apply

            	
              100%
                and Subparagraph II (A)

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    
      	
              4.

            	
              Subparagraph
                II (C), “Death”, shall be deleted in its entirety and replaced with the
                following Subparagraph II (C):

            


    

    


    Death:

    


    Should
      the Executive die while there is a balance in the Executive’s Pre-Retirement
      Account (Subparagraph I [E]), said unpaid balance of the Executive’s
      Pre-Retirement Account shall be paid in one hundred twenty (120) equal monthly
      installments to the individual or individuals the Executive may have designated
      in writing and filed with the Bank.  In the absence of any effective
      beneficiary designation, the unpaid balance shall be paid as set forth herein
      to
      the duly qualified executor or administrator of the Executive’s
      estate.  Said payments due hereunder shall commence the first day of
      the second month following the decease of the Executive and continue until
      paid
      in full.

    


    
      	
              5.

            	
              Subparagraph
                II (F), “Disability”, shall be deleted in its entirety and replaced with
                the following Subparagraph II (F):

            


    

    


    Disability:

    


    Subject
      to Subparagraph II (D) as it pertains to Discharge for Cause only, if the
      Executive should become Disabled, this Agreement shall terminate upon the date
      of said Disability and the Executive shall be paid the balance in the
      Executive’s Pre-Retirement Account calculated as of the date of said Disability,
      payable in one hundred twenty (120) equal monthly installments commencing thirty
      (30) days following said Disability until paid in full.  “Disability”
shall mean Executive: (i) is unable to engage in any substantial gainful
      activity 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 twelve (12) months; or (ii) 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 twelve (12) months, receiving income replacement benefits for a period
      of not less than three (3) months under an accident and health plan covering
      executives of the Bank.  Medical determination of Disability may be
      made by either the Social Security Administration or by the provider of an
      accident or health plan covering employees of the Bank, provided that the
      definition of Disability applied under such Disability insurance program
      complies with the requirements of Section 409A.  Upon the request of
      the Plan Administrator, the Executive must submit proof to the Plan
      Administrator of Social Security Administration’s or the provider’s
      determination.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    
      	
              6.

            	
              A
                new Subparagraph II (G) shall be added as
                follows:

            


    

    


    Restriction
      on Timing of Distribution: 

    


    Notwithstanding
      any provision of this Agreement to the contrary, distributions under this
      Agreement may not commence earlier than six (6) months after the date of a
      Separation from Service (as described under the “Separation from Service”
provision herein) if, pursuant to Internal Revenue Code Section 409A, the
      participant hereto is considered a “specified employee” (under Internal
      Revenue Code Section 416(i)) of the Bank if any stock of the Bank is publicly
      traded on an established securities market or otherwise.  In the event
      a distribution is delayed pursuant to this Section, the originally scheduled
      distribution shall be delayed for six (6) months, and shall commence instead
      on
      the first day of the seventh month following Separation from
      Service.  If payments are scheduled to be made in installments, the
      first six (6) months of installment payments shall be delayed, aggregated,
      and
      paid instead on the first day of the seventh month, after which all installment
      payments shall be made on their regular schedule.  If payment is
      scheduled to be made in a lump sum, the lump sum payment shall be delayed for
      six (6) months and instead be made on the first day of the seventh
      month.

    


    
      	
              7.

            	
              A
                new Subparagraph II (H) shall be added as
                follows:

            


    

    


    Certain
      Accelerated Payments:

    


    The
      Bank
      may make any accelerated distribution permissible under Treasury Regulation
      1.409A-3(j)(4) to the Executive of deferred amounts, provided that such
      distribution(s) meets the requirements of Section 1.409A-3(j)(4).

    


    
      	
              8.

            	
              Section
                IV, “Change of Control”, shall be deleted in its entirety and replaced
                with the following Section IV:

            


    

    


    CHANGE
      IN
      CONTROL

    


    “Change
      in Control” shall mean a change in ownership or control of the Bank as defined
      in Treasury Regulation §1.409A-3(i)(5) or any subsequently applicable Treasury
      Regulation.  Upon a Change in Control, the Executive shall become one
      hundred percent (100%) vested in the benefits described in Subparagraph II
      (A)
      herein as if the Executive had been continuously employed by the Bank until
      the
      Executive’s Normal Retirement Age.  Such benefits shall be paid to the
      Executive in the same form and with the same timing as the benefit described
      in
      Subparagraph II (A), except that payments shall commence at Normal Retirement
      Age.  In addition, the Board of Directors shall no longer have
      sole discretion to amend the Opportunity Cost as set forth in Subparagraph
      I
      (H), and said Opportunity Cost shall be the rolling five (5) year average of
      the
      three (3) year Treasury Bill as set forth in said Subparagraph.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

    

    
      	
              9.

            	
              A
                new Subparagraph V (L) shall be added as
                follows:

            


    

    


    Subsequent
      Changes to Time and Form of Payment:

    


    The
      Bank
      may permit a subsequent change to the time and form of benefit
      distributions.  Any such change shall be considered made only when it
      becomes irrevocable under the terms of the Agreement.  Any change will
      be considered irrevocable not later than thirty (30) days following acceptance
      of the change by the Plan Administrator, subject to the following
      rules:

    


    
      	
               

            	
              (4)

            	
              the
                subsequent deferral election may not take effect until at least twelve
                (12) months after the date on which the election is
                made;

            


    

    
      	
               

            	
              (5)

            	
              the
                payment (except in the case of death, disability, or unforeseeable
                emergency) upon which the subsequent deferral election is made is
                deferred
                for a period of not less than five (5) years from the date such payment
                would otherwise have been paid; and

            


    

    
      	
               

            	
              (6)

            	
              in
                the case of a payment made at a specified time, the election must
                be made
                not less than twelve (12) months before the date the payment is scheduled
                to be paid.

            


    

     

    Therefore,
      the foregoing changes are agreed to.

    
 

    
      	 	 	 	 
	
              For
                the Bank

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              Date

            	 	 	
              Date

            	 	 


    

     

     

    14