amenddirectdefplan.htm


     

    
      

      

    

    
 

    Exhibit
10.15

     

    SUMMIT
COMMUNITY BANK, INC.

     

    AMENDED
AND RESTATED DIRECTORS DEFERRAL PLAN

     

    This
AMENDED AND RESTATED DIRECTORS DEFERRAL PLAN (“Benefit Plan”) effective as of
November 13, 2008, provided, however, that all provisions applicable to
compliance under Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”) shall be effective as of January 1, 2005, is by and among Summit
Community Bank, Inc. (successor in interest to Capital State Bank, Inc.,
Shenandoah Valley National Bank, Inc., and South Branch Valley National Bank),
or any successor thereto (hereinafter referred to as “Bank”), the Trust
Department of Summit Community Bank, Inc. (successor in interest to South Branch
Valley National Bank), or any successor Trust Department (hereinafter refereed
to as the “Trustee”), and participating members of the Board of Directors of
Bank or any of its predecessors in interest (hereinafter referred to both
individually and collectively as the “Director” or “Participant”).

     

    WHEREAS, the parties have
previously entered into one or more Directors Deferral Plans and Agreements,
namely:

     

    
      	
              ·  

            	
              that
      certain Capital State Bank, Inc. (predecessor in interest to Summit
      Community Bank, Inc.) Directors Deferral Plan dated August 1,
      2000;

            


    

     

    
      	
              ·  

            	
              that
      certain Shenandoah Valley National Bank, Inc. (predecessor in interest to
      Summit Community Bank, Inc.) Directors Deferral Plan dated September 15,
      2000; and

            


    

     

    
      	
              ·  

            	
              that
      certain Directors Deferral Plan effective July 1, 1999 and those certain
      Directors Deferral Plan Agreements dated July 5, 1999 by and between the
      trust department of the South Branch Valley National Bank (predecessor in
      interest to Summit Community Bank, Inc.) and members of the Board of
      Directors of said South Branch Valley National Bank (predecessor in
      interest to Summit Community Bank, Inc.), and which Directors Deferral
      Plan Agreements follow from and replace those certain Deferred
      Compensation Plan for Directors Agreements dated June 17, 1994 (such one
      or more Directors Deferral Plans and Agreements are sometimes hereinafter
      referred to as the “Directors Deferral Plans and
    Agreements”);

            


    

     

    WHEREAS, the parties have
previously amended said Directors Deferral Plans and Agreements by an Amendment
No. 1 effective December 30, 2005;

     

    WHEREAS, said Directors
Deferral Plans and Agreements need to be further amended to comply with
provisions of Section 409A of the Internal Revenue Code, as amended, and
regulations thereunder and the parties hereto intend this Amendment and
Restatement to comply with Transition Relief promulgated by the Internal Revenue
Service pursuant to Code Section 409A, and accordingly, notwithstanding any
other provisions of this Amendment and Restatement, this amendment applies only
to amounts that would not otherwise be payable in 2006, 2007 or 2008 and shall
not cause (i) an amount to be paid in 2006 that would not otherwise

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    
be
payable in such year, (ii) an amount to be paid in 2007 that would not otherwise
be payable in such year, or (iii) an amount to be paid in 2008 that would not
otherwise be payable in such year, and to the extent necessary to qualify under
Transition Relief issued under said Code Section 409A to not be treated as a
change in the form and timing of a payment under section 409A(a)(4) or an
acceleration of a payment under section 409A(a)(3), Director, by signing this
Amendment and Restatement, shall be deemed to have elected the timing and
distribution provisions of this Amendment and Restatement, and to have elected
the form of distribution or distributions as set forth herein, all prior to
December 31, 2008;

     

    WHEREAS, the parties hereto
desire to consolidate into one agreement the terms of the various Directors
Deferral Plans and Agreements adopted by the predecessors in interest to Summit
Community Bank, Inc., for clarity and ease of reference in the future;
and

     

    WHEREAS, said Directors
Deferral Plans and Agreements permit amendments or modifications in writing and
signed by the parties;

     

    NOW THEREFORE WITNESSETH: in accordance with the
foregoing and in consideration of the mutual covenants set forth herein, the
parties hereto agree as follows:

     

    By a vote
of Bank’s Board of Directors on November 13, 2008, those certain Directors
Deferral Plans and Agreements identified herein and adopted by the predecessors
in interest to Summit Community Bank, Inc., are amended, restated, superseded
and consolidated into one Benefit Plan, and shall hereafter be known as the
SUMMIT COMMUNITY BANK, INC., DIRECTORS DEFERRAL PLAN, which is intended to allow
eligible Directors the opportunity to participate in the Benefit Plan and defer
all or a portion of their fees in accordance therewith.  All account
balances of Directors accrued under the previous plans continue in full force
and effect, but all rights and responsibilities of the parties hereto shall
henceforth be governed by the terms of this Amended and Restated
Agreement.

     

    It is the
intent of the Bank that this Benefit Plan be considered an unfunded arrangement
maintained primarily to provide supplemental retirement benefits, and to be
considered a non-qualified benefit plan for purposes of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”).

     

    I.           DIRECTOR’S
SERVICES

     

    So long
as the Director shall continue to be a director of the Bank the Director shall
devote best efforts to the performance of duties as a member of the Board of
Directors and of any of its committees to which the Director is
appointed.

     

    II.           FEES

     

    The fees
covered under this Benefit Plan shall be any and all amounts paid to the
Director for services as a Director, including but not limited to annual fees,
meeting fees, and committee fees.  The fees covered under this Benefit Plan
shall be credited to the Director in the manner and on the terms and conditions
specified in Paragraph IV subject to the election requirement of Paragraph
III.

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    III.           ELECTION
OF DEFERRED COMPENSATION AND INVESTMENTS

     

    The
Director shall, for any calendar year, prior to the beginning of such calendar
year, file a written statement with the Bank notifying it as to the percent (%)
or dollar amount of fees as defined in Paragraph II and to be earned in that
calendar year that is to be deferred, and any such election shall be irrevocable
as of the last day of the prior calendar year with respect to the year to
which the election relates.  An election may be changed or revoked
respecting any subsequent calendar year, if so changed or revoked by written
election delivered to the Bank prior to the beginning of such subsequent
calendar year, which change or revocation shall also be irrevocable as of the
last day of the prior calendar year with respect to the year to which the change
or revocation relates.

     

    Notwithstanding
the above paragraph, in the case of the first year in which a Director becomes
eligible to participate in the Benefit Plan (“Initial Eligibility”), such
election may be made with respect to fees paid for services performed subsequent
to the election within 30 days after the date the Director first becomes
eligible to participate in the Benefit Plan (and if so made during such 30 day
period such election shall be irrevocable, as of the last day of such 30 day
period, as to such fees paid for services performed subsequent to the election
and during the remainder of the same calendar year in which such election has
been made).  A Director must meet all of the following requirements
for Initial Eligibility:

     

    
      	
               
      

            	
              (A)

            	
              A
      Director shall only be considered as meeting the requirements for Initial
      Eligibility hereunder, if, in any instance in which such Director is
      participating or has at any time participated in this Benefit Plan or any
      other plan or agreement which is, under the aggregation rules of Code
      Section 409A and the regulations and guidance issued thereunder,
      aggregated with this Benefit Plan and with respect to which amounts
      deferred hereunder and under such other plan, agreement or plans are
      treated as deferred under a single plan (hereinafter sometimes referred to
      as the “Aggregated Plans”), 

            


    

     

    (i) he or
she has been paid all amounts deferred under this Benefit Plan and he or she has
been paid all amounts deferred under any and all such Aggregated Plans, if any,
and

     

    (ii) on
and before the date of the last payment to such Director under this Benefit Plan
and any and all of the Aggregated Plans, if any, as the case may be, such
Director was not eligible to continue (or to elect to continue) to participate
in the Benefit Plan or any of the Aggregated Plans, if any, for periods after
such last payment (other than through an election of a different time and form
of payment with respect to the amounts paid), or

     

    (iii)
such Director ceased being eligible to participate (other than in the accrual of
earnings) in all of the following plans or agreements in which Director has
participated: (1) this Benefit Plan and (2) any of the Aggregated Plans, if any,
regardless of whether all amounts deferred under this Benefit Plan and any of
the Aggregated Plans, if any in which Director has participated, as the case may
be,

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    have been
paid, and such Director subsequently becomes eligible to participate in this
Benefit Plan, and the Director has not been eligible to participate (other than
in the accrual of earnings) in this Benefit Plan or any such Aggregated Plan at
any time during the 24-month period ending on the date the
Director subsequently becomes eligible to participate in this Benefit
Plan.

     

    
      	
               
      

            	
              (B)

            	
              Any
      election made after the thirty (30) day period specified in the preceding
      sentences and any election made within such period by a Director who does
      not meet the above requirements for Initial Eligibility shall not be
      effective until the calendar year following the date of said
      election.

            


    

     

    Notwithstanding
any of the foregoing, for deferrals relating all or in part to services
performed on or before December 31, 2005, a written statement may be filed on or
before March 15, 2005 with the Bank by the Director participating in the Benefit
Plan, notifying the Bank as to the percent (%) or dollar amount of fees as
defined in Paragraph II, relating all or in part to services performed after the
date of said election and on or before December 31, 2005, that is to be
deferred.

     

    Signed
written statements, including but not limited to, modifications or revocations,
filed under this section, unless modified or revoked in writing, shall be valid
for all succeeding years and a written modification or revocation shall only be
effective as to deferral of fees beginning in the calendar year after the
calendar year in which such written modification or revocation is
delivered.

     

    In
addition, the Director may file with the Trustee quarterly investment options
setting forth the percentage that should hypothetically be invested in each
particular investment vehicle.  (A copy of said investment election
form is attached hereto, marked as Exhibit “A-1” and fully incorporated herein
by reference.)  Said amounts shall not actually be invested in said
investments, and said investment options are merely for the purpose of
calculating interest and returns on the Deferred Compensation Account as set
forth in Paragraph V.  The Trustee shall not be under any duty to
advise a participant or beneficiary with respect to any said hypothetical
investment.  Said investment options must be received by the Trustee
on or before the 25th day of
the month prior to the beginning of the quarter to which such options
relate.

     

    IV.           RABBI
TRUST AND CREDITS TO DEFERRED COMPENSATION ACCOUNT

     

    The Bank
shall establish one or more Rabbi Trusts for the Benefit Plan.  The Bank
shall pay all deferral amounts to the Rabbi Trust or Rabbi Trusts.  The
Trustee shall establish a bookkeeping account for the Director (hereinafter
called the, “Directors Deferred Compensation Account”) which shall be credited
on the dates such fees, as defined in Paragraph II, would otherwise have been
paid with the percentage or dollar amount that the Director has notified the
Bank in writing, pursuant to Paragraph III, that the Director elected to have
deferred.

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              V.

            	
              INTEREST
      AND RETURNS ON THE DEFERRED COMPENSATION
ACCOUNT

            


    

     

    Once each
calendar quarter, the Directors Deferred Compensation Account shall be credited
with an amount that is in addition to the fees credited under Paragraph IV.
 Such amount shall be determined by multiplying the balance of the
Directors Deferred Compensation Account by a rate of interest equal to the total
return for such quarter of the investments chosen by the Director pursuant to
Paragraph III.  Such amount shall be credited as long as there is a balance
in the Directors Deferred Compensation Account and shall be credited on the last
day of each calendar quarter.

     

    VI.           NATURE
OF THE DEFERRED COMPENSATION ACCOUNT

     

    The
Directors Deferred Compensation Account shall be utilized solely as a device for
the measurement and determination of the amount of deferred compensation to be
paid to the Director at the times hereinafter specified.  The
Directors Deferred Compensation Account shall not constitute or be treated as a
trust fund of any kind.  On the contrary, it is understood that all
amounts credited to the Directors Deferred Compensation Account shall be for the
sole purpose of bookkeeping and that the Director shall have no ownership rights
of any nature with respect thereto.  The Director’s rights are limited to
the rights to receive payments as hereinafter provided and the Director’s
position with respect thereto is that of a general unsecured creditor of the
Bank.

     

    VII.           PAYMENT
OF DIRECTOR’S DEFERRED COMPENSATION

     

    Subject
to Subparagraphs VII (A) and (B) hereinbelow, the amounts in the Directors
Deferred Compensation Account shall be paid, at the election of the Director, in
a lump sum, or five (5), ten (10), fifteen (15), or twenty (20) equal annual
installments, plus or minus each year the annual interest gained or market value
lost during the year, all provided that the Director has a Separation from
Service other than by death after attaining the age of sixty-five years, which
may sometimes be referred to in this Benefit Plan or in election or other forms
related thereto as “retirement.”  The Director shall make said
election no later than the date prior to the first date on which services are
performed with respect to which any fees are deferred under this Benefit
Plan.  In the event the Director fails to make said election by said date,
then the Director shall be deemed to have elected, as of said date, to receive
the payments in ten (10) equal annual installments.  Any such election or deemed
election of form of distribution hereunder shall be irrevocable when made or
deemed made and may not be revoked or changed at any time.  The
amount payable would be the balance of the Director’s Deferred Compensation
Account as defined in Section IV, including all interest and returns credited
pursuant to Paragraph V.  The payments set forth herein shall commence
thirty (30) days after the end of the calendar quarter following the Director’s
Separation from Service.

     

    Notwithstanding
the foregoing, only during the period ending December 31, 2008, pursuant to Code
Section 409A Transition Relief, Directors are permitted to file elections on or
before December 31, 2008 changing any previous election of a lump sum, or
five

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    (5), ten
(10), fifteen (15), or twenty (20) equal annual installments, and any such
Transition Relief election shall be irrevocable as of December 31, 2008, and any
such Transition Relief election shall apply only to amounts that would not
otherwise be payable in 2006, 2007 or 2008 and shall not cause (i) an amount to
be paid in 2006 that would not otherwise be payable in such year, (ii) an amount
to be paid in 2007 that would not otherwise be payable in such year, or (iii) an
amount to be paid in 2008 that would not otherwise be payable in such
year.

     

    Notwithstanding
any other provisions of this Section VII or this Benefit Plan, in any instance
in which the Director is participating or has at any time participated in
any other plan which is, under the aggregation rules of Code Section 409A and
the regulations and guidance issued thereunder, aggregated with
this Benefit Plan and with respect to which amounts deferred hereunder and
under such other plan or plans are treated as deferred under a single plan
(hereinafter sometimes referred to as an “Aggregated Plan” or together as the
“Aggregated Plans”), then in such instance the first election made (or
deemed made) by such Director under any of the Aggregated Plans shall be deemed
to be the Director’s election under this Benefit Plan, in accordance with the
timing requirements specified herein.

     

    
      	
               
      

            	
              (A)

            	
              Separation from
      Service of the Director other than by death and before attaining the age
      of sixty-five years.  Subject to Subparagraph VII (B)
      hereinbelow, if the Director Separates from Service other than by
      death and prior to attaining the age of sixty-five years, then the
      Director shall receive the account
      balance2 in a lump sum
      thirty (30) days after the end of the calendar quarter following the
      Director’s Separation from
Service.

            


    

     

    
      	
               
      

            	
              (B)

            	
              Six month delay for payment upon Separation from
      Service other than by death of
      Director.  Notwithstanding any other provision of this
      Benefit Plan, no payment upon or based upon Separation from Service may be
      made under this Benefit Plan before the date that is six months after the
      date of Separation from Service, other than by death, of a Director if the
      Director is a Specified Employee on the Director’s date of Separation from
      Service.  In the event a distribution under this Benefit Plan is
      delayed pursuant to this paragraph, the originally scheduled payment shall
      be delayed until six months after the date of Separation from
      Service as follows:  (i) if payments are scheduled under
      this Benefit Plan to be made in installments, all such installment
      payments which would have otherwise been paid within six (6) months after
      the date of a Separation from Service shall be delayed, aggregated, and
      paid instead on the first day of the seventh month after Separation from
      Service, after which all installment payments shall be made on their
      regular schedule; or (ii) if payment is scheduled under this Benefit Plan
      to be made in a lump sum, the lump payment shall be delayed until six
      months after the date of Separation from Service and instead be made on
      the first day of the seventh month after the date of Separation from
      Service.

            


    

     

    
                                                               


      
      2deferrals
plus credited interest and returns

       

    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (C)

            	
              “Specified
      Employee” means, in the case of any Director meeting the requirements of
      Code Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with
      the regulations thereunder and disregarding section 416(i)(5)) at any time
      during the 12 month period ending on any Specified
      Employee Identification Date, which shall be December 31 of each
      calendar year (or otherwise meeting the requirements applicable to
      qualification as a “Specified Employee” under Code Section 409A and the
      regulations and guidance issued thereunder), that such Director shall, for
      purposes of this Benefit Plan, thereafter be a Specified Employee under
      this Benefit Plan for the period of time consisting of the entire 12-month
      period beginning on the Specified Employee Effective Date, and said
      Specified Employee Effective Date shall be the first day of the fourth
      month following the Specified Employee Identification
  Date.

            


    

     

    
      	
               
      

            	
              (D)

            	
               “Separation
      from Service” means the good faith, complete expiration and termination of
      Director’s service, as a member of the Board of Directors or
      otherwise, with all of those of Bank and its Affiliates, as
      the case may be, with respect to which the Director serves on the
      Board of Directors or otherwise, for any reason.  In addition,
      notwithstanding any of the foregoing, the term “Separation from Service”
      shall be interpreted under this Benefit Plan in a manner consistent
      with the requirements of Code Section 409A including, but not limited
      to

            


    

     

    (i) an
examination of the relevant facts and circumstances, as set forth in Code
Section 409A and the regulations and guidance thereunder, in the case of any
performance of services or availability to perform services after a purported
termination or Separation from Service,

     

    (ii) in
any instance in which such Director is participating or has at any time
participated in any other plan which is, under the aggregation rules of Code
Section 409A and the regulations and guidance issued thereunder, aggregated with
this Benefit Plan and with respect to which amounts deferred hereunder and
under such other plan or plans are treated as deferred under a single plan
(hereinafter sometimes referred to as an “Aggregated Plan” or together as the
“Aggregated Plans”), then in such instance the Director shall only be
considered to meet the requirements of a Separation from Service hereunder if
such Director meets (a) the requirements of a Separation from Service under
all such Aggregated Plans and (b) the requirements of a Separation from Service
under this Benefit Plan which would otherwise apply,

     

    (iii) in
any instance in which a Director is an employee and an independent
contractor of Bank or any Affiliate or both the Director must have a
Separation from Service in all such capacities to meet the requirements of a
Separation from Service hereunder, although, notwithstanding the foregoing, if
a Director provides services both as an employee and a member of the Board
of Directors of Bank or any Affiliate or both or any combination thereof, the
services provided as an employee are not taken into account in determining
whether the Director has had a Separation from Service as a Director under
this Benefit Plan, provided that no

     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    plan in
which such Director participates or has participated in his or her capacity
as an employee is an Aggregated Plan.

     

    
      	
              VIII.

            	
              DEATH
      OF DIRECTOR PRIOR TO SEPARATION FROM
SERVICE

            


    

     

    In the
event of the death of the Director prior to Separation from Service, the
Director’s account balance shall be paid in a lump sum thirty (30) days after
the end of the calendar quarter following the Director’s death and shall be made
to a beneficiary or beneficiaries designated by the Director in writing and
delivered to the Bank.  In the event no designation is made, the Director’s
account balance shall be paid in a lump sum thirty (30) days after the end of
the calendar quarter following the Director’s death to the Director’s estate.
 The lump sum payment to be made under this Paragraph shall be the
Director’s account
balance3 as
determined at the quarterly evaluation following the Director’s
death.

     

    
      	
              IX.

            	
              DIRECTOR’S
      DEATH AFTER SEPARATION FROM SERVICE BUT BEFORE RECEIVING ALL
      PAYMENTS

            


    

     

    In the
event of the death of the Director after Separation from Service, but prior
to receiving all payments due under this Benefit Plan, the Director’s account
balance remaining at date of death shall be paid in a lump sum thirty (30) days
after the end of the calendar quarter following the Director’s death and shall
be made to a beneficiary or beneficiaries designated by the Director in writing
and delivered to the Bank.  In the event no designation is made, the
Director’s account balance shall be paid in a lump sum thirty (30) days after
the end of the calendar quarter following the Director’s death to the Director’s
estate. The lump sum payment to be made under this Paragraph shall be the
Director’s account
balance4 as
determined at the quarterly evaluation following the Director’s
death.

     

    X.           FUNDING

     

    The
Bank’s obligation under this Benefit Plan shall be an unfunded and unsecured
promise to pay.  The Bank shall not be obligated under any circumstances to
fund its obligations, the Bank may, however, at its sole and exclusive option,
elect to fund this Benefit Plan in whole or in part.

     

    Should
the Bank elect to fund this Benefit Plan informally, in whole or in part, the
manner of such informal funding, and the continuance or discontinuance of such
informal funding shall be the sole and exclusive decision of the
Bank.

     

    Should
the Bank determine to informally fund this Benefit Plan, in whole or in part,
through the medium of life insurance or annuities, or both, the Bank shall be
the owner and beneficiary of the policy.  The Bank reserves the absolute
right to terminate such life insurance or annuities, as well as any other
funding at any time, either in whole or in part.

     

    
 

                                                                    

      3 deferrals
plus credited interest and returns

       

    

      
      4 deferrals
plus credited interest and returns

       

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    Any such
life insurance or annuity policy purchased by the Bank shall not in any way be
considered to be security for the performance of the obligations for this
Benefit Plan.  It shall be, and remain, a general, unpledged, unrestricted
asset of the Bank and the Director shall have no interest in such policy
whatsoever.

     

    XI.           EFFECT
ON OTHER BANK BENEFIT PLANS

     

    Nothing
contained in this Benefit Plan shall affect the right of the Director to
participate in or be covered by any qualified or non-qualified pension, profit
sharing, group bonus or their supplemental compensation or fringe benefit plans
constituting a part of the Bank’s existing or future compensation
structure.

     

    XII.           ASSIGNMENT
OR PLEDGE

     

    The
Directors Deferred Compensation Account and any payment payable at any time to
this Benefit Plan shall not be assignable or subject to pledge or hypothecation
nor shall said payments be subject to seizure for the payment of any debts,
judgments, alimony or separate maintenance, or be transferable by operation of
law in the event of bankruptcy, insolvency or otherwise except to the extent as
provided by law.

     

    XIII.        CONTINUATION
AS DIRECTOR

     

    Neither
this Benefit Plan nor the payments of any benefits thereunder shall be construed
as giving to the Director any right to be retained as a member of the Board of
Directors of the Bank.

     

    XIV.        NAMED
FIDUCIARY

     

    The Named
Fiduciary for this Benefit Plan for purposes of claim procedures under this
Benefit Plan is Russ Ratliff, or any other successor Trust Officer at South
Branch Valley Bank.  The business address and telephone number of the Named
Fiduciary under this Benefit Plan is as follows:

     

    


      
        	
                Name

              	
                Russ
      Ratliff, Trust Officer

              
	
                Bank

              	
                South
      Branch Valley National Bank

              
	
                Main
      Street

              	
                310
      North Main Street

              
	
                City,
      State

              	
                Moorefield,
      West Virginia

              
	
                Phone
      Number

              	
                (304)
      538-2353

              


      




     

    The Named
Fiduciary under this Benefit Plan may be changed at any time with the written
consent of the Director.

     

    XV.           CLAIMS
PROCEDURE AND ARBITRATION

     

    Any
person claiming a benefit under the Benefit Plan (a “Claimant”) shall
present the claim, in writing, to the Bank or the Plan Fiduciary and
Administrator and the Bank or the Plan Fiduciary and Administrator shall respond
in writing.  If the claim is denied in whole or in part, the written notice
of denial shall state, in a manner calculated to be understood by the
Claimant:

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    (a)           The
specific reason or reasons for denial, with specific references to the Benefit
Plan provisions on which the denial is based;

     

    
      	
               
      

            	
              (b)

            	
              A
      description of any additional material or information necessary for the
      Claimant to perfect his or her claim and an explanation of why such
      material or information is necessary;
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              An
      explanation of the Benefit Plan’s claims review procedure and the time
      limits applicable to such procedures, including a statement of the
      Claimant’s right to bring a civil action under Section 502(a) of ERISA
      following an adverse benefit determination on
  review.

            


    

     

    The
written notice denying or granting the Claimant’s claim shall be provided to the
Claimant within ninety (90) days after the Bank or the Plan Fiduciary and
Administrator’s receipt of the claim, unless special circumstances require an
extension of time for processing the claim.  If such an extension is
required, written notice of the extension shall be furnished by the Bank or the
Plan Fiduciary and Administrator to the Claimant within the initial ninety (90)
day period and in no event shall such an extension exceed a period of ninety
(90) days from the end of the initial ninety (90) day period.  Any
extension notice shall indicate the special circumstances requiring the
extension and the date on which the Bank or the Plan Fiduciary and Administrator
expects to render a decision on the claim.  Any claim not granted or denied
within the period noted above shall be deemed to have been denied on the last
day of the applicable period. In the case of any extension hereunder, the
notice of extension shall specifically explain the standards on which
entitlement to a benefit is based, the unresolved issues that prevent a decision
on the claim, and the additional information needed to resolve those issues, and
the Claimant shall be afforded at least 45 days within which to provide the
specified information.

     

    Any
Claimant whose claim is denied in whole or in part, or deemed to be denied under
the preceding sentences, (or such Claimant’s authorized representative,) may,
within sixty (60) days after the Claimant’s receipt of notice of the denial, or
after the date of the deemed denial, request a review of the denial by notice
given, in writing, to the Bank or the Plan Fiduciary and Administrator.
 Upon such a request for review, the claim shall be fully and fairly
reviewed by the Bank or the Plan Fiduciary and Administrator (or its designated
representative) which may, but shall not be required to, grant the Claimant a
hearing.  In connection with the review, the Claimant may have
representation, may, upon request and free of charge, be provided reasonable
access to and copies of pertinent documents, records, and information, and may
submit documents, records, issues and comments in writing.

     

    The
decision on review normally shall be made within sixty (60) days of the Bank or
the Plan Fiduciary and Administrator’s receipt of the request for review.
 If an extension of time is required due to special circumstances, the
Claimant shall be notified, in writing, by the Bank or the Plan Fiduciary and
Administrator prior to the end of the sixty (60) day period, and the time limit
for the decision on review shall be extended to one hundred twenty (120) days.
 The decision on review shall be in writing and shall state, in a
manner

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    calculated
to be understood by the Claimant, the specific reasons for the decision and
shall include references to the relevant Benefit Plan provisions on which the
decision is based. The written decision on review shall be given to the Claimant
within the sixty (60) day (or, if applicable, the one hundred twenty (120) day)
time limit discussed above.  If the decision on review is not communicated
to the Claimant within the sixty (60) day (or, if applicable, the one hundred
twenty (120) day) period discussed above, the claim shall be deemed to have been
denied upon review. 

     

    All
decisions on review shall be final and binding with respect to all concerned
parties, provided, however, that if the Claimant continues to dispute the
benefit denial based upon completed performance of this Benefit Plan or the
meaning and effect of the terms and conditions thereof, then the Claimant may
submit the dispute to a Board of Arbitration for final arbitration.  Said
Board shall consist of one member selected by the Claimant, one member selected
by the Bank, one member selected by the first two members.  The Board shall
operate under any generally recognized set of arbitration rules.  The
parties hereto agree that they and their heirs, personal representatives,
successors and assigns shall be bound by the decision of such Board with respect
to any controversy properly submitted to it for determination.

     

    All
actions permitted in this Section XV to be taken by the Claimant may likewise be
taken by a representative of the Claimant duly authorized to act in such matters
on the Claimant’s behalf.  The Bank or the Plan Fiduciary and
Administrator may require such evidence of the authority to act of any such
representative as it may reasonably deem necessary or advisable.

     

    XVI.         MISCELLANEOUS

     

    A.           Amendment or
Revocation:

     

    It is
understood that this Benefit Plan may be amended or revoked at any time or
times, in whole or in part, by the mutual written consent of the Participant,
the Bank, and the Trustee, provided that (i) no such
amendment shall be effective if it would, if effective, cause this Benefit Plan
to violate Code Section 409A and the regulations and guidance thereunder or
cause any amount of compensation or payment hereunder to be subject to a penalty
tax under Code Section 409A and the regulations and guidance issued thereunder,
which amount of compensation or payment would not have been subject to a penalty
tax under Code Section 409A and the regulations and guidance thereunder in the
absence of such amendment and (ii) the provisions of subparagraph (i) above are
irrevocable.

    


    In the
event this Benefit Plan is terminated, such termination shall not cause
acceleration of a distribution of benefits, except under limited circumstances
as permitted under Code Section 409A and the regulations and guidance issued
thereunder (e.g., 30
days before or 12 months after a Change of Control event, upon termination of
all arrangements of the same type, or upon corporate dissolution or bankruptcy,
but only to the extent permitted under said Code Section 409A and regulations
thereunder).


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    


    B.           Gender:

     

    
      	
               
      

            	
              Whenever
      in this Benefit Plan words are used in the masculine or neuter gender,
      they shall be read and construed as in the masculine, feminine or neuter
      gender, whenever they should so
apply.

            


    

     

    C.           Effect on Other Bank Benefit
Plans:

     

    
      	
               
      

            	
              Nothing
      contained in this Benefit Plan shall affect the right of the Participant
      to participate in or be covered by any qualified or non-qualified pension,
      profit-sharing, group, bonus or other supplemental compensation or fringe
      benefit plan constituting a part of the Bank’s existing or future
      compensation structure.

            


    

     

    D.           Headings:

     

    
      	
               
      

            	
              Headings
      and subheadings in this Benefit Plan are inserted for reference and
      convenience only and shall not be deemed a part of this Benefit
      Plan.

            


    

     

    E.           Partial
Invalidity:

     

    
      	
               
      

            	
              If
      any term, provision, covenant, or condition of this Benefit Plan is
      determined by an arbitrator or a court, as the case may be, to be invalid,
      void, or unenforceable, such determination shall not render any other
      term, provision, covenant, or condition invalid, void, or unenforceable,
      and this Benefit Plan shall remain in full force and effect
      notwithstanding such partial
invalidity.

            


    

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              F.

            	
              Counterparts:

            


    

     

    
      	
               
      

            	
              This
      Amended and Restated Directors Deferral Plan may be executed in any number
      of counterparts, each of which shall be deemed to be an original, but all
      of which shall together constitute only one
  agreement.

            


    

     




    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	 
      	
                                    BANK

                                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                    /s/
      Teresa D. Ely_____________________

                                  	 
      	
                                    /s/ H.
      Charles Maddy, III__________

                                  
	
                                    Witness

                                  	 
      	
                                    Title:   Co-Chairman_____________

                                  
	 
      	 
      	 
      
	 
      	 
      	
                                    TRUSTEE

                                  
	 
      	 
      	 
      
	
                                    /s/
      Teresa D.
    Ely_____________________

                                  	 
      	
                                    /s/
      Russell F. Ratliff, Jr._____________

                                  
	
                                    Witness

                                  	 
      	
                                    Title:   _Trust
      Officer____________

                                  
	 
      	 
      	 
      
	
                                    
                                      /s/
      Teresa D. Ely_____________________

                                    

                                  	 
      	
                                    /s/ John W.
      Crites_______________

                                  
	
                                    Witness

                                  	 
      	
                                    Director

                                  
	 
      	 
      	 
      
	
                                    
                                      /s/
      Teresa D. Ely_____________________

                                    

                                  	 
      	
                                    /s/ Gary
      L. Hinkle_______________

                                  
	
                                    Witness

                                  	 
      	
                                    Director

                                  
	 
      	 
      	 
      
	
                                    
                                      /s/
      Teresa D. Ely_____________________

                                    

                                  	 
      	
                                    /s/ Oscar
      M. Bean_______________

                                  
	
                                    Witness

                                  	 
      	
                                    Director

                                  
	 
      	 
      	 
      
	
                                    
                                      /s/
      Teresa D. Ely_____________________

                                    

                                  	 
      	
                                    /s/ Thomas J. Hawse,
      III  ________

                                  
	
                                    Witness

                                  	 
      	
                                    Director

                                  
	 
      	 
      	 
      
	
                                    /s/
      Teresa D.
    Ely_____________________

                                  	 
      	
                                    Russell
      F. Ratliff, Jr.
      ____________

                                  
	
                                    Witness

                                  	 
      	
                                    Director

                                  
	 
      	 
      	 
      
	
                                    /s/
      Teresa D.
    Ely_____________________

                                  	 
      	
                                    Scott
      Bridgeforth _______________

                                  
	
                                    Witness

                                  	 
      	
                                    Director

                                  
	 
      	 
      	 
      
	
                                    
                                      /s/
      Teresa D. Ely_____________________

                                    

                                  	 
      	
                                    Dave
      VanMeter_________________

                                  
	
                                    Witness

                                  	 
      	
                                    Director

                                  
	 
      	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
 13