Exhibit
10.2


 


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN JOINDER
AGREEMENT


 


I,
JAMES E. YOUNG, and CITIZENS TRUST BANK hereby agree that in exchange for
termination of my Life Insurance Endorsement Method Split Dollar Plan Agreement
(“Split Dollar Agreement”), and for other good and valuable consideration, the
value of which is hereby acknowledged, that I shall participate in the
Supplemental Executive Retirement Plan (“Plan”) established as of July 1,
2008, by CITIZENS TRUST BANK, as such Plan may now exist or hereafter be
modified, and do further agree to the terms and conditions thereof.  I acknowledge and agree that this Plan
supersedes and replaces my Executive Supplemental Retirement Plan Agreement
(the “Indexed Retirement Plan”) in which I previously participated.  Capitalized terms not defined herein shall
have the same meaning as set forth in the Plan.


 


I
understand that I must execute and return a copy of this Supplemental Executive
Retirement Plan Joinder Agreement (“Joinder Agreement”) to the Plan Administrator
in order to participate in the Plan.  The
provisions of the Plan are incorporated herein by reference.  In the event of an inconsistency between the
terms of this Joinder Agreement and the Plan, the terms of the Plan shall
control.


 


I
understand that, unless otherwise set forth herein, any benefit payable to me
or my Beneficiary hereunder shall be payable over 180 months (the “Payout
Period”).


 


Benefit Age.  My Benefit Age is sixty-five (65).


 


Retirement on or After Benefit Age.  I understand that I will receive my
Supplemental Retirement Benefit following my Separation from Service on or
after attaining my Benefit Age.  My
projected annual Supplemental Retirement Benefit is $132,311.00.  My
Supplemental Retirement Benefit shall be payable in 180 monthly installments of
$11,025.92 commencing within 90
days following my Benefit Eligibility Date.


 


Involuntary Separation from Service at Any Time.  In the event of my involuntary Separation
from Service (other than for Cause) prior to my Benefit Age, I will be entitled
to my full Supplemental Retirement Benefit payable commencing at my Benefit Age
in 180 monthly installments.


 


 Voluntary
Separation from Service Prior to Benefit Age:


 


·                  On or After
Age 62. 
I understand that in the event of my voluntary Separation from Service
on or after age 62, I will be entitled to my Supplemental Retirement Benefit
payable commencing at my Benefit Age in 180 monthly installments.


 


·                  Before Age
62.  
In the event of my voluntary Separation from Service prior to attainment
of Age 62 (other than for Cause), I will be entitled to my Accrued Benefit,
determined as of the date of my voluntary Separation from Service, increased by
the Interest Factor until my Benefit Age, then annuitized at my Benefit Age
(using the Interest Factor) and payable commencing at my Benefit Age over the
Payout Period.


 


Termination for Cause.  I understand that if I have a termination for
Cause, my entire benefit under this Plan shall be forfeited.


 


Death Benefit.


 


·                  Death Prior
to Separation from Service.  I understand that if I die at any time while
still employed with the Bank, my Beneficiary will be entitled to my Survivor
Benefit.  


 

















 


My Survivor Benefit shall be equal to my full Supplemental Retirement
Benefit otherwise payable to me at Benefit Age. 
My Survivor Benefit shall commence within 90 days following my date of
death and shall be payable in 180 monthly installments to my Beneficiary.


 


·                  Death
Following Separation from Service.  I understand that in the event I die at any
time on or after my Separation from Service, whether before or after
commencement of my benefit,  my
Beneficiary shall be entitled to receive payment of the benefit to which I was
entitled prior to my death.   If my death
occurs prior to commencement of my benefit or after commencement but prior to
completion of all such payments owed to me under the Plan, the Bank shall pay
my Beneficiary the remaining monthly installments of my Supplemental Retirement
Benefit for the remainder of the Payout Period.


 


·                  Burial
and/or Funeral Expenses.  I understand that in addition to the above,
my Beneficiary shall be entitled to a $10,000 death benefit for the payment of
burial and/or funeral expenses following my death.  Such death benefit will be paid in a lump sum
within 90 days following my death.


 


Benefit Following a Change in Control.  I understand that if there is a Change in
Control followed by my Separation from Service at any time, I will be entitled
to my full Supplemental Retirement Benefit. 
Such benefit shall commence at my Benefit Age and shall be payable in
180 monthly installments.  I understand
that the Bank agrees to provide me with a Gross Up Payment in accordance with Section 3.4(c) of
the Plan in the event that my Supplemental Retirement Benefit is subject to an
excise tax under Code Sections 280G and 4999.


 


Disability While Employed.  I understand that in the event of my
Disability prior to my Benefit Age, I will be entitled to the Disability
Benefit set forth in Section 3.6 of the Plan.  My Disability Benefit shall equal my full
Supplemental Retirement Benefit, shall be paid in 180 monthly installments
commencing within 90 days following the date on which I attain my Benefit Age.


 


Restriction on Timing of Payment.  Notwithstanding the foregoing, I understand
that in the event that I am a Specified Employee (as defined in the Plan) in
accordance with Section 3.7 of the Plan, any payment which I am entitled
for the first 6 months following my Separation from Service with the Bank (other
than due to death or Disability) shall be withheld and shall be paid to me on
the first day of the 7th month following my Separation from Service
with the Bank.  Interest (at the rate of
the Interest Factor as defined in the Plan) will accrue on any withheld payment
and shall be paid to me at the time the withheld payments are paid.


 


I
hereby acknowledge and agree that my interest in the Split Dollar Agreement is
terminated in connection with my participation in this Supplemental Executive
Retirement Plan.  This Joinder Agreement
shall become effective upon execution (below) by both Executive and a duly
authorized officer of the Bank.


 


	
  Dated
  this            day of
  July, 2008.

  	
   

  
	
   

  	
   

  
	
  CITIZENS
  BANK AND TRUST

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Bank’s
  duly authorized Officer)

  	
  JAMES
  E. YOUNG

  



 


2

















 


Exhibit A


 


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


BENEFICIARY DESIGNATION


 


For JAMES E. YOUNG


 


Executive,
under the terms of the Supplemental Executive Retirement Plan executed by the
Bank and effective July 1, 2008, hereby designates the following
Beneficiary to receive any guaranteed payments or death benefits under such
Plan, following his death:


 


PRIMARY
BENEFICIARY:


 


	
  Primary Beneficiary

  Name(s)

  	
   

  	
  Relationship

  	
   

  	
  Home Address

  	
   

  	
  Home Phone

  #

  	
   

  	
  Work Phone

  #

  	
   

  	
  Cell Phone #

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


In
the event the Primary Beneficiary set forth above has predeceased me, I
designate the person set forth below as my Secondary Beneficiary.


 


SECONDARY
 BENEFICIARY:


 


	
  Secondary
  Beneficiary

  Name(s)

  	
   

  	
  Relationship

  	
   

  	
  Home Address

  	
   

  	
  Home Phone

  #

  	
   

  	
  Work Phone

  #

  	
   

  	
  Cell Phone #

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


This
Beneficiary Designation hereby revokes any prior Beneficiary Designation which
may have been in effect. Such Beneficiary Designation is revocable.


 


	
  DATE:           ,
  20      .

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (WITNESS)

  	
   

  	
  JAMES
  E. YOUNG

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (WITNESS)

  	
   

  	
   

  



 


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