SEVERANCE AGREEMENT

Exhibit 10.4

SEVERANCE AGREEMENT

THIS SEVERANCE AGREEMENT (hereinafter referred to as this “Agreement”) is entered into as of the 8th day of November, 2007, by and between The National Bank and Trust Company, a national banking association (hereinafter referred to as “NB&T”), and Howard T. Witherby, Senior Vice President and Operations Division Manager of NB&T, an individual (hereinafter referred to as the “Employee”);

WITNESSETH:

WHEREAS, as a result of the skill, knowledge and experience of the Employee, the Board of Directors of NB&T desires to retain the services of the Employee as the Senior Vice President and Operations Division Manager of NB&T;

WHEREAS, the Employee desires to serve as the Senior Vice President and Operations Division Manager of NB&T; and

WHEREAS, the Employee and NB&T desire to enter into this Agreement to set forth their understanding as to their respective rights and obligations in the event of the termination of the Employee’s employment under the circumstances set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, NB&T and the Employee hereby agree as follows:

1. Term . This Agreement shall commence on the date set forth above and shall end thirty-six (36) months thereafter, subject to earlier termination as provided herein (hereinafter referred to as the “Term”). The Term shall be extended automatically for one year on each anniversary of the date of this Agreement and shall continue to extend until NB&T elects not to extend the Term by providing notice to the Employee at least six months before the anniversary date.

2. Termination of Employment . For purposes of this agreement: (i) a termination of employment shall mean the Employee’s separation from service, as that phrase is defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and Treasury Regulation (“Reg.”) § 1.409A-1(h); and (ii) any reference to a termination by or from NB&T shall include a termination by or from NB&T and any other entity that, along with NB&T, would be considered a “service recipient” within the meaning of Section 409A of the Code and Reg. § 1.409A-1(f).

(a) Termination for Just Cause .

(i) In the event that NB&T terminates the employment of the Employee before the expiration of the Term because of the Employee’s personal dishonesty; incompetence; willful misconduct; breach of fiduciary duty involving personal profit; intentional failure or refusal to perform the duties and responsibilities performed by the Employee at the time of execution of this Agreement or as otherwise consistent with the positions of Senior Vice President and Operations Division Manager of NB&T; willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease-and-desist order; conviction or plea of guilty or nolo contendere of a felony or for fraud or embezzlement; or material breach of any provision of this Agreement (hereinafter collectively referred to as “Just Cause”), the Employee shall not receive, and shall have no right to receive, any compensation or other benefits for any period after such termination.

(ii) For purposes of Section 2(a)(i):

(b) Termination without Just Cause and without a Change of Control . In the event that NB&T terminates the employment of the Employee before the expiration of the Term without Just Cause and on a date that is more than six months before the occurrence of a Change of Control (hereinafter defined) or that is more than one year following the occurrence of a Change of Control, the Employee shall not receive, and shall have no right to receive, any compensation or other benefits for any period after such termination.

(c) Termination in Connection with a Change of Control .

(i) In the event that NB&T terminates the employment of the Employee before the expiration of the Term without Just Cause and within six months before the occurrence of a Change of Control or within one year following the occurrence of a Change of Control, then the following shall occur:

(A) NB&T shall pay to the Employee, or to his dependents, beneficiaries or estate, an amount equal to two (2) times the Employee’s Compensation (as defined below) in a lump sum without reduction for time value of money or other discount. This payment shall be made as promptly as practicable, but in no event later than March 15 of the calendar year following the calendar year in which the termination occurred. For purposes of this section, the term “Employee’s Compensation” shall mean: (I) the higher of base salary immediately prior to the occurrence of the Change of Control or termination of the Employee’s employment; plus (II) the highest bonus paid to the Employee during the five (5) years preceding his termination;

(B) NB&T, its successors, survivors or assigns shall pay one hundred percent (100%) of all applicable premiums for continuation coverage for the Employee and his dependents under the group health plan of NB&T in which the Employee was a participant at any time during the period referred to in Section 2(c)(i) until the earlier of the expiration of the Term or the date on which the Employee is eligible to participate in a group health plan of another employer as a full-time employee; provided, however, that in no event shall this period extend beyond the period of time during which the Employee would be entitled to continuation coverage under the group health plan of NB&T under Section 4980B (COBRA) of the Code;

(C) NB&T, its successors, survivors or assigns shall reimburse the Employee for one hundred percent (100%) of all applicable premiums paid by the Employee and not otherwise reimbursed or compensated for by insurance for disability and life insurance policies not to exceed, in scope or benefit, any group disability and/or life insurance plan of NB&T in which the Employee was a participant at any time during the period referred to in Section 2(c)(i) until the earliest of the expiration of the Term, eighteen (18) months after the Employee’s termination of employment, or the date on which the Employee is eligible to participate in a similar disability or life insurance plan of another employer as a full-time employee. Any reimbursement made pursuant to this Section 2(c)(i)(C)) shall be made no later than the last day of the calendar year in which the Employee incurred the expense being reimbursed. In no event shall the amount of expenses eligible for reimbursement under this Section 2(i)(C) for any calendar year affect the expenses eligible for reimbursement in an other calendar year, and in no event may the Employee liquidate or exchange any right to reimbursement under this Section 2(i)(C) for any other right or benefit; and

(D) The Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the Employee offset in any manner the obligations of NB&T hereunder, except as specifically stated in subsections (B) and (C).

(ii) The Employee may voluntarily terminate his employment with NB&T for Good Reason (as defined below) during the one-year period following the occurrence of a Change of Control and shall be entitled to the compensation and benefits as set forth in Section 2(c)(i) of this Agreement. For purposes of this subsection, the term “Good Reason” shall mean the occurrence of any of the following during the one-year period following the occurrence of a Change of Control:

(A) A material diminution in the Employee’s base compensation; or

(B) A material change in the geographic location at which the Employee is required to perform services (for this purpose and without limiting the foregoing, a material change is deemed to occur if the Employee is required to move his personal residence or perform his principal executive functions more than fifty (50) miles from his primary office as of the date of the commencement of the Term).

The Employee shall be required to provide written notice to NB&T or