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Exhibit 10  Change of Control Severance Agreement dated November 7, 2005 between Juniata Valley Financial
Corp. and The Juniata Valley Bank and JoAnn N. McMinn.
 CHANGE OF CONTROL SEVERANCE AGREEMENT
 THIS CHANGE OF CONTROL SEVERANCE AGREEMENT
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE,
 1. SEVERANCE BENEFIT.
   2. TERMINATION OF EMPLOYMENT.
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3. DURATION OF AGREEMENT.
 4. UNAUTHORIZED DISCLOSURE.
 5. RESTRICTIVE COVENANTS.
 NONCOMPETITION.
 RETURN OF MATERIALS.
 NONSOLICITATION OF EMPLOYEES.
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NONSOLICITATION OF CUSTOMERS.
 REMEDY.
 6. DEFINITIONS.
 SUBSIDIARY.
 CHANGE OF CONTROL.
 i)
    
    An acquisition by any person or group (as those terms are defined or used
in Section 13(d) of the Exchange Act) of beneficial ownership (within the meaning of
Rule 13d-3 under the Exchange Act, specifically, including the signing of a definitive
agreement to acquire securities of JUVF) of securities of Juniata Valley Financial
Corp. (JUVF) representing 24.99% or more of the voting power of JUVFs securities
then outstanding;ii)
    
    A merger, consolidation or other reorganization of Bank, except where
the resulting entity is controlled, directly or indirectly, by JUVF;iii)
    
    A merger, consolidation or other reorganization of JUVF, except where
shareholders of JUVF immediately prior to consummation of any such
transaction continue to hold at least a majority of the voting power
of the outstanding voting securities of the legal entity resulting
from or existing after any transaction and a majority of the members
of the Board of Directors of the legal entity resulting from or
existing after any such transaction are former members of JUVFs
Board of Directors;iv)
    
    A sale, exchange, transfer or other disposition of substantially all
of the assets of JUVF to another entity, or a corporate division
involving JUVF; orv)
    
    A contested proxy solicitation of the shareholders of JUVF that results in the
contesting party obtaining the ability to cast 25% or more of the votes entitled to be
cast in an election of directors of JUVF.
 TERMINATION FOR CAUSE
 i)
    
    Negligent or willful failure or the continuing inability to perform duties and
functions reasonably assigned to Employee by the Board of Directors, which neglect or
failure is not corrected within thirty (30) days following receipt of written notice of
default;ii)
    
    The commission or a criminal act against the Bank by Employee;
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iii)
    
    Default by the Employee in the performance of her obligations under this
Agreement, which default is not corrected within thirty (30) days following receipt of
written notice of default.
 7. NOTICE.
 If to the Employee:
    
    JoAnn N. McMinn1510 Green LaneReedsville, PA 17084If to the Bank:
    
    Juniata Valley Financial Corp. andThe Juniata Valley BankP.O. Box 66Mifflintown, PA 17059
  8. BINDING EFFECT.
 9. ENFORCEMENT OF SEPARATE PROVISIONS.
 10 AMENDMENT
 11. ARBITRATION
 12. EMPLOYMENT
 13. PAYMENT OF MONEY DUE DECEASED EMPLOYEE
 14. LAW GOVERNING
 15. CAPTIONS; PRONOUNS
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Attest:
    
    JUNIATA VALLEY FINANCIALCORP./s/ Pamela S. Eberman
    
    By:
    
    /s/ Francis J. EvanitskyPamela S. Eberman
    
    
    
    Francis J. EvanitskyAttest:
    
    THE JUNIATA VALLEY BANK/s/ Pamela S. Eberman
    
    By:
    
    /s/ Francis J. EvanitskyPamela S. Eberman
    
    
    
    Francis J. Evanitsky
 Witness:
    
    EMPLOYEE:/s/ Judy Robinson
    
    /s/ JoAnn N. McMinnJudy Robinson
    
    JoAnn N. McMinn
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