ex10_4.htm


    
      
Exhibit
      No. 10.4

    


    409A
      Amendment

    to
      the

    Citizens
      National Bank of Elkins

    Director
      Supplemental Retirement Plan Director Agreement

    


    Citizens
      National Bank of Elkins (“Bank”) and (“Director”) originally entered into the
      Citizens National Bank of Elkins Executive Supplemental Retirement Plan Director
      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
      Director Supplemental Retirement Plan Director 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 Director 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 Director’s 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 Director’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 Director’s retirement, and including the
      remaining portion of the Plan Year in which the Director retires, shall be
      paid
      in monthly installments to the Director until the Executive’s
      death.

    
 

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    
      	
              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 Director suffer a Termination of Service
      the
      Director 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 Director while
      employed by the Bank only (to a maximum of 100%), times the balance in the
      Pre-Retirement Account payable to the Director in one hundred twenty (120)
      equal
      monthly installments commencing thirty (30) days following the Director’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 Director 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 Director 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 Director 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)

              

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    
      	
              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 Director’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 Director 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 Director’s
      estate.  Said payments due hereunder shall commence the first day of
      the second month following the decease of the Director 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
      Director should become Disabled, this Agreement shall terminate upon the date
      of
      said Disability and the Executive shall be paid the balance in the Director
      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
      Director: (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.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              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 Director 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 Director shall become one
      hundred percent (100%) vested in the benefits described in Subparagraph II
      (A)
      herein as if the Director had served on the Board of the Bank for fifteen (15)
      or more full years from the date of first service on the Board of the
      Bank.  Such benefits shall be paid to the Director 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.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    
      	
              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:

    


    
      	
               

            	
              (1)

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

            


    

    
      	
               

            	
              (2)

            	
              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

            


    

    
      	
               

            	
              (3)

            	
              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

            	 	 


    

     

    
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