CNB BANK, INC. AMENDED AND RESTATED EXECUTIVE COMPENSATION PLAN FOR DIRECTORS

Exhibit 10.1

CNB BANK, INC. AMENDED AND RESTATED
EXECUTIVE COMPENSATION PLAN FOR DIRECTORS

     WHEREAS, CNB Bank, Inc. desires to retain and reward the services of certain members of its Board of Directors who elect to participate, and recognizes that the loss of the services of any member of such group would result in a substantial loss to the Bank; and

     WHEREAS, CNB Bank, Inc. desires to recognize the services rendered in the past and to be rendered in the future by the members of such group until the respective dates of their retirement; and

     WHEREAS, CNB Bank, Inc. previously established this Plan effective July 1, 1982; and

     WHEREAS, CNB Bank, Inc. has the authority pursuant to Section 5.1 to amend this Plan; and

     WHEREAS, CNB Bank, Inc. desires to amend and restate the Plan to bring the Plan into compliance with Code Section 409A, to grandfather certain benefits not subject to Code Section 409A, and for other certain matters;

     NOW, THEREFORE, effective January 1, 2005, CNB Bank, Inc. hereby adopts this CNB Bank, Inc. Amended and Restated Executive Compensation Plan for Directors as hereinafter set forth.

ARTICLE 1
DEFINITIONS

      1.1 Bank . CNB Bank, Inc., any predecessor corporation or business, and any corporation or business which was merged into or consolidated with or substantially all of whose assets were acquired by CNB Bank, Inc. or any successor corporation.

      1.2 Beneficiary . Any person or persons, as designated pursuant to Section 4.4, to whom any benefits may be payable upon the death of a Participant pursuant to Section 3.3 or 3.6.

      1.3 Board . The Board of Directors of the Bank.

      1.4 Change in Control . The occurrence of a “change in the ownership” of the Bank or a “change in the ownership of a substantial portion of the assets” of the Bank, as determined in accordance with this Section.

     (a) A “ change in the ownership ” of the Bank shall occur on the date on which any one person, or more than one person acting as a group, acquires ownership of stock of the Bank that, together with stock held by such person or group, constitutes more

than 50% of the total fair market value or total voting power of the stock of the Bank, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(v). If a person or group is considered to own more than 50% of the total fair market value or total voting power of the stock of the Bank, and such person or group acquires additional stock of the Bank, the acquisition of additional stock by such person or group shall not be considered to cause a “change in the ownership” of the Bank.

     (b) A “ change in the ownership of a substantial portion of the assets ” of the Bank shall occur on the date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Bank that have a total gross fair market value equal to or more than 80% of the total gross fair market value of all of the assets of Bank immediately before such acquisition or acquisitions, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vii). A transfer of assets shall not be treated as a “change in the ownership of a substantial portion of the assets” when such transfer is made to an entity that is controlled by the shareholders of the transferor corporation, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vii)(B).

      1.5 Code . The Internal Revenue Code of 1986, as amended.

      1.6 Death Benefit . The Death Benefit for a Participant is an amount to be paid annually equal to the amount set forth opposite the Participant’s name on Schedule A attached hereto. The Bank shall calculate the amount of each Participant’s Death Benefit and shall notify the Participant of his Death Benefit no later than three (3) business days prior to the date the Participant’s Election Form is due under Section 2.3(a) or (b), as applicable to the Participant.

      1.7 Director . A member of the Board.

      1.8 Director Fees . The annual cash fees earned by a Director from the Bank, including retainer fees and meetings fees, as remuneration for serving on the Board.

      1.9 Election Form . The form, which may be in electronic format, established from time to time by the Committee that a Participant completes, signs, and returns to the Bank to make an election under the Plan.

      1.10 Effective Date of Plan . July 1, 1982.

      1.11 Grandfathered Benefit . A Participant’s Grandfathered Benefit equals the amount of Directors Fees that the Participant deferred under the Plan before January 1, 2005, including any earnings thereon, all as determined pursuant to Treas. Reg. § 1.409A-6(a)(3). The terms of the Plan as it existed prior to January 1, 2005 shall apply to all Grandfathered Benefits. The terms of the Plan as amended and restated effective January 1, 2005, and as further amended from time to time, shall apply to all benefits that are not Grandfathered Benefits.

      1.12 Insurer . John Hancock Life Insurance Company.

      1.13 Normal Retirement Age . The Normal Retirement Age for any Participant who first becomes a member of the Board prior to his 60 ^th birthday shall be the Participant’s 65 ^th birthday. The Normal Retirement Age for any Participant who first becomes a member of the Board on or after his 60 ^th birthday shall be the Participant’s 72 ^nd birthday.

      1.14 Normal Retirement Benefit . The Normal Retirement Benefit for a Participant is an amount to be paid annually equal to the amount set forth opposite the Participant’s name on Schedule A attached hereto. The Bank shall calculate the amount of each Participant’s Normal Retirement Benefit based on the annual amount of Director Fees that such Participant elects to defer. Such amount shall generally be equal to the Participant’s Director Fees deferred under the Plan credited with ten percent interest compounded annually. The Bank shall notify the Participant of his Normal Retirement Benefit no later than three (3) business days prior to the date the Participant’s Election Form is due under Section 2.3(a) or (b), as applicable to the Participant.

      1.15 Normal Retirement Date . The Normal Retirement Date for any Participant shall be the first day of the month following such Participant’s Normal Retirement Age.

      1.16 Participant . A Participant shall be an individual who is designated by the Board as a Participant pursuant to Section 2.2 and who has timely executed and submitted an Election Form to the Bank pursuant to Section 2.3.

      1.17 Plan . The Plan shall consist of this document and any written amendments thereto.

      1.18 Specified Employee . A Participant who is determined to be a “key employee” (as defined under Code Section 416(i) without regard to paragraph (5) thereof) for the applicable period, as determined annually by the Committee in accordance with Treas. Reg. §1.409A-1(i). In determining whether a Participant is a Specified Employee, the following provisions shall apply:

     (a) The Committee’s identification of the individuals who fall within the definition of “key employee” under Code Section 416(i) (without regard to paragraph (5) thereof) shall be based upon the twelve-month period ending on each December 31 ^st (referred to below as the “identification date”). In applying the applicable provisions of Code Section 416(i) to identify such individuals, “compensation” shall be determined in accordance with Treas. Reg. §1.415(c)-2(a) without regard to (i) any safe harbor provided in Treas. Reg. §1.415(c)-2(d), (ii) any of the special timing rules provided in Treas. Reg. §1.415(c)-2(e), and (iii) any of the special rules provided in Treas. Reg. §1.415(c)-2(g); and

     (b) Each Participant who is among the individuals identified as a “key employee” in accordance with part (a) of this Section shall be treated as a Specified

Employee for purposes of this Plan if such Participant experiences a Separation from Service during the twelve-month period that begins on the April 1 ^st following the applicable identification date.

      1.19 Total Disability . Disability or incapacity of a Participant hereunder during his or her term of service as a Director deemed “total disability” shall constitute such incapacity of a Participant as a result of bodily injury or disease or mental disease that he or she is unable to perform the routine duties as a Director of the Bank. However, no such “total disability” shall be deemed to exist if such “total disability” results wholly or partially from willfully and intentionally self-inflicted injury.

     If any dispute concerning such disability and the extent thereof arises, the Committee, aided by the opinion of an impartial medical practitioner having examined the disabled Participant on behalf of the Bank, shall resolve said dispute.

      1.20 Construction . The masculine gender shall be deemed to include the feminine and neuter genders; the feminine to include the masculine; the singular to include the plural; and the plural to include the singular; in each case where appropriate. All references to “year” in this Plan shall mean the calendar year.

ARTICLE 2
ELIGIBILITY AND PARTICIPATION

      2.1 Eligibility . Each individual who is a member of the Board and each individual whom the Board determines, in its sole discretion, may become a member of the Board shall be eligible to participate in the Plan.

      2.2 Participation . From among those individuals who are eligible under Section 2.1, the Board, in its sole discretion, shall designate those individuals who will actually participate in the Plan pursuant to a written resolution of the Board. Any individual so designated shall become a Participant by filing with the Bank a written Election Form no later than the date for making elections described in Section 2.3. Such individuals shall become a Participant on the first day of the year following the year such resolution is adopted or, if later, the year for which the Participant makes a timely election under Section 2.3(a). However, an individual who is eligible, and makes a timely election, under Section 2.3(b) shall become a Participant on the date such person becomes a Director.

      2.3 Elections .

     (a) Except as specifically provided in Section 2.3(b), in order for a Participant to make a valid election to defer Director Fees for any year, the Participant must submit to the Bank an Election Form that satisfies the requirements of Section 2.3(c) on or before the deadline established by the Committee, which in no event shall be later than the December 31 ^st preceding the year in which the Director Fees being deferred would otherwise be earned and paid.

     (b) If the Board designates an individual who is not then a Director as a Participant in the Plan, such Participant must submit to the Bank an Election Form that satisfies the requirements of Section 2.3(c) no later than the date immediately preceding the effective date such individual becomes a Director. Such Election Form, and the individual’s participation in the Plan, will be contingent on the individual’s election to the Board, will be effective when the individual becomes a Director, and will be null and void ab initio if such individual is not elected to the Board for any or no reason.

     (c) Each Participant’s Election Form must include (1) the annual amount of the Participant’s Director Fees being deferred, (2) the Participant’s Normal Retirement Benefit and Death Benefit, and (3) the Participant’s Beneficiary(ies) to whom the Participant’s Death Benefit, if any, shall be paid. The maximum amount that an individual may defer under the Plan annually for any year of participation shall be no more than fifty percent (50%) of the maximum amount of such individual’s Director Fees that the individual may earn during his first year of Plan participation.

     (d) Except as expressly provided in this Section 2.3(d), all Election Forms shall be irrevocable at the Bank’s close of business day for the last day the Election Form may be timely submitted under Section 2.3(a) or (b), as applicable. Each Participant’s Election Form shall continue to apply for all subsequent years in which the Participant receives or is due Director Fees unless revoked as provided below. Notwithstanding the foregoing, the Board, in its discretion, may permit a Participant to revoke his Election Form upon the request of the Participant. In the event the Board permits such a revocation, the Participant must submit a written notice of revocation to the Bank. Such revocation will be effective on the first day of the year following the year in which the Bank receives the written notice of revocation. In addition, a Participant may change his or her designated Beneficiary(ies) at any time by submitting a new beneficiary designation on a form approved by the Bank, which designation shall become effective upon receipt by the Bank. A Participant’s Election Form may never be modified in any other manner. Participation by a Director who revokes his Election Form shall not thereafter be permitted except with the written approval of the Board of Directors and in compliance with Code Section 409A.

     (e) At the option of the Bank, an Election Form may be submitted in tandem with an application for insurance coverage pursuant to Section 4.1, but must in any event be submitted to the Bank no later than the date provided in Section 2.3(a) or (b), as applicable.

ARTICLE 3
RETIREMENT BENEFITS

      3.1 Normal Retirement Benefit (Normal Retirement) . If, prior to a Change in Control, a Participant continuously serves as a Director from his first date of participation until his Normal Retirement Age, then the Participant shall be entitled to his Normal Retirement

Benefit. Such benefit shall be paid to the Participant commencing on his Normal Retirement Date and on the first day of each subsequent month during his lifetime for a maximum