Exhibit
10.5


 


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN JOINDER
AGREEMENT


 


I,
ROBERT NESBITT, and CITIZENS TRUST BANK hereby agree that in exchange for good
and valuable consideration, the value of which is hereby acknowledged, 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.  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 $69,385.00.  My
Supplemental Retirement Benefit shall be payable in 180 monthly installments of
$5,782.08 commencing within 90 days
following my Benefit Eligibility Date.


 


Voluntary or Involuntary Separation from Service on or
After Age 62 and Before Benefit Age.  I understand that if I have a voluntary or
involuntary Separation from Service on or after age 62, I will be entitled to
the Supplemental Early Retirement Benefit commencing within 90 days following
my Separation from Service.  My
Supplemental Early Retirement Benefit will be determined based on my age at
Separation from Service, as set forth below:


 


	
  Age

  	
   

  	
  Annual Benefit

  	
   

  	
  Monthly Benefit

  	
   

  
	
  62

  	
   

  	
  $

  	
  46,080

  	
   

  	
  $

  	
  3,840

  	
   

  
	
  63

  	
   

  	
  $

  	
  52,704

  	
   

  	
  $

  	
  4,392

  	
   

  
	
  64

  	
   

  	
  $

  	
  59,952

  	
   

  	
  $

  	
  4,996

  	
   

  



 


Involuntary or Voluntary Separation from Service
Without Cause Prior to Age 62.  In the event of my involuntary or voluntary
Separation from Service prior to attainment of 
age 62 (other than due to death or Disability), I will be entitled to
the Vested Percentage of my Accrued Benefit determined as of the date of my
involuntary or voluntary Separation from Service.  The Vested Percentage of my Accrued Benefit
shall be payable in a lump sum within 90 days after my Separation from Service,
subject to the timing rules for payments to Specified Employees.


 


Vesting Rate:  10 percent per year for each year of
participation in the Plan.


 


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 prior to attaining my Benefit Age, my Beneficiary
will be entitled to 100% of my Accrued Benefit as a Survivor Benefit, whether
or not I am fully vested in my Accrued Benefit at such time.  My Survivor Benefit shall commence within 90
days following my date of death and shall be payable in a lump sum 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 Separation from Service After a
Change in Control.


 


·                  Separation
from Service Within 2 Years After Change in Control.  I understand that if there is a Change in
Control followed within 2 years by my Separation from Service, I will be
entitled to 100% of my Accrued Benefit, payable in a lump sum within 90
days  after my Separation from
Service.  I understand that my Accrued
Benefit shall be reduced, if necessary to avoid an excise tax under Code
Sections 280G and 4999.


 


·                  Separation
from Service More than 2 Years After a Change in Control:


 


·                  Prior to Age 62.  If
my Separation from Service occurs more than 2 years following a Change in
Control and before I reach age 62, I will receive 100% of my Accrued
Benefit payable in a lump sum within 90 days of my Separation from Service.


 


·                  After Age 62.  If
my Separation from Service occurs more than 2 years following a Change in
Control and after I reach age 62, I will receive my Supplemental Early
Retirement Benefit or my Supplemental Retirement Benefit, as applicable,
payable in 180 monthly installments within 90 days of my Separation from
Service.


 


Disability While Employed.  I understand that in the event of my
Disability prior to my Benefit Age, I will be entitled to a Disability Benefit,
as set forth in Section 3.6 of the Plan. 
My Disability Benefit shall equal the Vested Percentage of my Accrued
Benefit determined at my Disability and shall be paid to me in a lump sum
within 90 days of the date on which I have a Separation from Service due to
Disability.


 


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, then, any payment which I am
entitled for the first 6 months following my Separation from Service with 


 


2

















 


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.


 


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)

  	
   

  	
  ROBERT
  NESBITT

  



 


3

















 


Exhibit A


 


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


BENEFICIARY DESIGNATION


 


For ROBERT NESBITT


 


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)

  	
   

  	
  ROBERT NESBITT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (WITNESS)

  	
   

  	
   

  



 


2