Juniata Valley Financial Corp
 Executive Annual Incentive Plan  Committee Approved 01/30/09
 Exhibit A  Participation
 Plan Year 2009
  Category
1
 Category
2
  Category
3




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Juniata Valley Financial Corp
 Executive Annual Incentive Plan
 Exhibit B  Bank Performance Factors and Award S chedule
 Plan Year 2009
 Category 1  CEO Position
 Goals  Performance Measures
(Basic) Earnings Per Share (75%)
 Threshold
    
    
    
    
    Target
    
    
    Optimum$
    1.27
    
    
    
    
    $
    1.34
    
    
    $
    1.47
 Return on Average Equity (25%)
 Threshold
    
    
    
    
    Target
    
    
    Optimum10.93
    %
    
    
    
    
    11.51
    %
    
    
    12.66
    %
 Awards
 Threshold
    
    
    
    
    Target
    
    
    Optimum12
    %
    
    
    
    
    20
    %
    
    
    30
    %
 Category 1  CEO  Actual
 Threshold
    
    
    
    
    Target
    
    
    Optimum$
    23,681
    
    
    
    
    $
    39,468
    
    
    $
    59,203
 Parameters
 1.
    
    Corporation measures will be 75% EPS and 25% ROAE .2.
    
    After the award is calculated according to the above schedule, the Board has the authority
to adjust the award plus or minus 10% based on the participants individual performance for the
year.3.
    
    Both Financial Measures must meet threshold to initiate an award in the plan.4.
    
    Will interpolate awards between threshold, target, and optimum.5.
    
    Will pay for performance above optimum at a scale of one-half the increase between
target and optimum.6.
    
    Pay is defined as total base pay for the applicable plan year.




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Juniata Valley Financial Corp
 Executive Annual Incentive Plan
 Exhibit B  Bank Performance Factors and Award Schedule
 P lan Y ear 2009
 Category 2
 Bank Goal  EPS and ROAE (same asCategory 1)Threshold
    
    
    Target
    
    
    OptimumAward as a % of pay
    
    
    4.0
    %
    
    
    10.0
    %
    
    
    15.0
    %
 Individual AwardNot
    
    
    Meets
    
    
    
    
    
    
    Exceeds
    
    
    ExceedsMeet
    
    
    Minimal
    
    
    Meets
    
    
    Some
    
    
    MostAward as a % of pay
    
    
    0
    %
    
    
    2-2.5
    %
    
    
    4-6
    %
    
    
    6-7
    %
    
    
    8-10
    %
 Notes:
 1.
    
    Bank must achieve minimums for both EPS and ROAE to generate any payment.2.
    
    Bank performance between EPS and ROAE points is interpolated for awards.3.
    
    Moderate flexibility in total award.4.
    
    Employee must be at least at meets minimal level to earn individual award portion and annual
performance evaluation must be at least satisfactory for payment of an award under plan.5.
    
    Individual award rating determined by assessing performance of established objectives.6.
    
    Pay is defined as total base pay for applicable plan year.




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##### 



Juniata Valley Financial Corp
 Executive Annual Incentive Plan
 Exhibit B  Bank Performance Factors and Award Schedule
 Plan Year 2009
 Category 3
 Bank Goal  EPS and ROAE (same asCategory 1)Threshold
    
    
    Target
    
    
    OptimumAward as a % of pay
    
    
    3.0
    %
    
    
    7.5
    %
    
    
    12.5
    %
 Individual AwardNot
    
    
    Meets
    
    
    
    
    
    
    Exceeds
    
    
    ExceedsMeet
    
    
    Minimal
    
    
    Meets
    
    
    Some
    
    
    MostAward as a % of pay
    
    
    0
    %
    
    
    2-2.5
    %
    
    
    4-6
    %
    
    
    6-7
    %
    
    
    8-10
    %
 Notes:
 1.
    
    Bank must achieve minimums for both EPS and ROAE to generate any payment.2.
    
    Bank performance between EPS points is interpolated for awards.3.
    
    Moderate flexibility in total award.4.
    
    Employee must be at least at meets minimal level to earn individual award portion and annual
performance evaluation must be at least satisfactory for payment of an award under plan.5.
    
    Individual award rating determined by assessing performance of established objectives.
6. Pay is defined as total base pay for applicable plan year.