SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN JOINDER AGREEMENT

Exhibit 10.4

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN JOINDER AGREEMENT

I, SAMUEL J. COX, 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 $57,900.00 .  My Supplemental Retirement Benefit shall be payable in 180 monthly installments of $4,825.00 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:

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

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