Executive Phantom Stock Agreement

EXHIBIT 10.4


BELMONT NATIONAL BANK


EXECUTIVE PHANTOM STOCK AGREEMENT


THIS AGREEMENT is made this____ day of____________, 19__, by and between the BELMONT NATIONAL BANK, a national banking association located in St. Clairsville, Ohio (the "Company"), and ____________________________ (the "Executive").


INTRODUCTION


WITNESSETH:


WHEREAS, the Executive is in the employ of the Company, serving as its __________________________; and


WHEREAS, the experience, knowledge of the affairs of the Company, and reputation and contacts in the industry of the Executive are so valuable that assurance of the Executive's continued service is essential for the future growth and profits of the Company, and it is in the best interest of the Company to arrange terms of continued employment for the Executive so as to reasonably assure the Executive's remaining in the Company's employment during the Executive's lifetime or until the age of retirement; and


WHEREAS, it is the desire of the Company that the Executive's services be retained as herein provided; and


WHEREAS, the Executive is willing to continue in the employ of the Company provided the Company agrees to pay to the Executive or the Executive's beneficiaries certain benefits in accordance with the terms and conditions hereinafter set forth.


NOW, THEREFORE, in consideration of the services to be performed in the future, as well as the mutual promises and covenants herein contained, it is agreed as follows:


AGREEMENT


The Executive and the Company agree as follows:


Article I
Definitions


1.1 Definitions. Whenever used in this Agreement, the following words and phrases shall have the meanings specified:


1.1.1 "Change of Control" means the Executive's Termination of
Employment for reasons other than death, disability, retirement, or
substantially diminished duties of the Executive, within twelve (12) months
of the acquisition, directly or indirectly, by any "person" (as such term
is defined for purposes of Section 13(d) and 14(d) of the Securities
Exchange Act of 1934 ("Exchange Act")) of the beneficial ownership (as such
term is defined for purposes of Section 13(d)(1) of the Exchange Act) of
the shares of the Company which, when added to the other shares the
beneficial ownership of which is held by such acquiror, shall result in
such acquiror owning more than forty percent (40%) of the combined voting
power of the Company's then outstanding voting securities. Not included in
the foregoing is an acquisition of such shares by:


(a) the Company or any subsidiary or affiliate of the Company; or


(b) any person (as defined above) who on the date of this Agreement is a
director of the Company or whose shares or stock therein are treated
as beneficially owned (as defined in Rule 13d-3 of the Exchange Act)
by any such director.


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1.1.1 "Code" means the Internal Revenue Code of 1986, as amended.


1.1.2 "Common Stock" means the common stock of the Company that has
the greatest voting rights.


1.1.3 "Common Stock Fair Market Value" means the value of the
Company's stock as traded on a public stock exchange.


1.1.4 "Disability" means, if the Executive is covered by a
Company-sponsored disability insurance policy, total disability as defined
in such policy without regard to any waiting period. If the Executive is
not covered by such a policy, Disability means the Executive suffering a
sickness, accident or injury which, in the judgment of a physician
satisfactory to the Company, prevents the Executive from performing
substantially all of the Executive's normal duties for the Company. As a
condition to any benefits the Company may require the Executive to submit
to such physical or mental evaluations and tests as the Company's Board of
Directors deems appropriate.


1.1.5 "Dividends" means the quarterly per share dividend paid by the
Company to common shareholders multiplied by the number of shares in the
phantom stock account as of the dividend payment date.


1.1.6 "Dividend Payment Date" means the date that dividends are paid
by the Company to common shareholders.


1.1.7 "Early Retirement Age" means the Executive's 60th birthday.


1.1.8 "Extraordinary Items" means those items of the Company which are
recognized by Generally Accepted Accounting Principles as extraordinary,
that substantially


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affect shareholder equity and/or the Company's assets. Examples of such
items are stock redemptions, mergers, acquisitions, stock splits and other
items of that nature.


1.1.9 "Normal Retirement Age" means the Executive's 65th birthday.


1.1.10 "Normal Retirement Date" means the later of the Executive's
Termination of Employment or the Executive's Normal Retirement Age.


1.1.11 "Peer Group ROE" means the ROE of a peer group of banks as
defined in the SNL Executive Compensation Review (published by SNL
Securities LC). The peer group to be the national ROE based on asset size
category.


1.1.12 "Return On Equity" means the Company's after tax net income at
the end of the most recent fiscal year, adjusted for Extraordinary Items,
divided by the Company's average equity for the fiscal year.


1.1.13 "Termination of Employment" means the Executive ceasing to be
employed by the Company for any reason whatsoever, voluntary or
involuntary, other than by reason of an approved leave of absence.


1.1.14 "Valuation Date" means the last day of the Plan Year.


Article 2
Phantom Stock Award


2.1 Phantom Stock Award. The Return On Equity ("ROE") determined as of December 31 of each Plan Year shall determine the Executive's Phantom Stock Award Percentage, in accordance with the following chart:


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If the Company's ROE
is greater or equal to Phantom Stock
the Peer Group ROE by: and less than Award Percentage
---------------------- ------------- ----------------


0% 10% 0%
10% 20% 7.50%
20% 30% 10.00%
30% 40% 12.50%
40% 50% 15.00%
50% 60% 17.50%
60% 70% 20.00%
70% 80% 25.00%
80% 90% 30.00%
90% 100% 35.00%
100% -- 40.00%


* Average Peer Group ROE as reported by SNL Securities.


The above chart is specifically subject to change at the sole discretion of the Company's Board of Directors.


2.2 Phantom Stock Credit. On March 31 of each Plan Year, the Company shall credit the Phantom Stock Account with the Phantom Stock Award which shall be recorded in accordance with Article 3 of this Agreement. The Executive's annual "Phantom Stock Award" shall be declared within 90 days of December 31 of each Plan Year commencing with the Plan Year ending on December 31, 1997.


Article 3
Phantom Stock Account


3.1 Establishing and Crediting. The Company shall establish a "Phantom Stock Account" on its books for the Executive, and shall credit to the Phantom Stock Account the following amounts:


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3.1.2 Phantom Stock Awards. The Executive must be employed on the
Valuation Date to be eligible for a Phantom Stock Award. Each annual
Phantom Stock Award is calculated by:


(1) determining a dollar amount by multiplying the Executive's
current annual base salary on the Valuation Date by the Phantom
Stock Award Percentage (see Section 2.1 of this Agreement); and


(2) converting the dollar amount determined in (1) to shares of
Phantom Stock. One share of Phantom Stock shall be the equivalent
in value to one share of the Company's Common Stock.


For example, if the 1998 Plan Year produces a Company ROE of 26%
greater than the Company's peer group, then the Phantom Stock Award
percentage is 10% (see Section 2.1). If it is assumed that the Executive's
current annual base salary in effect at December 31, 1998 is $80,000 then
the dollar amount of the Phantom Stock Award is $8,000 ($80,000 times 10%).
If it is assumed that one share of th ...