FIRST AMENDMENT TO THE THE FIRST NATIONAL BANK OF MIFFLINTOWN SECOND AMENDED AND RESTATED SALARY CONTINUATION AGREEMENT DATED DECEMBER 31, 2008 FOR RICHARD LEITZEL

Exhibit 10.4

FIRST AMENDMENT

TO THE

THE FIRST NATIONAL BANK OF MIFFLINTOWN

SECOND AMENDED AND RESTATED

SALARY CONTINUATION AGREEMENT

DATED DECEMBER 31, 2008

FOR

XXXXXXX XXXXXXX

THIS AMENDMENT is entered into this 29^th day of October, 2010, by and between THE FIRST NATIONAL BANK OF MIFFLINTOWN (the “Company”), a national banking association located in Mifflintown, Pennsylvania, and XXXXXXX XXXXXXX (the “Executive”).

WHEREAS, the Company and the Executive executed the Second Amended and Restated Salary Continuation Agreement on December 31, 2008, (the “Agreement”);

WHEREAS, Section 8.1 of the Agreement provides that the Agreement may be amended upon mutual consent of the parties thereto; and

WHEREAS, the parties now desire to amend the Agreement for the purpose of changing the Normal Retirement Benefit amount and Schedule A;

NOW, THEREFORE, it is agreed by and between the Company and the Executive as follows:

Section 2.1.1 of the Agreement shall be deleted in its entirety and replaced as follows:

2.1.1    Amount of Benefit.    The annual benefit under this Section 2.1 is Forty Three Thousand Dollars ($43,000).

Schedule A shall be deleted in its entirety and replaced by the Schedule A attached hereto.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date indicated above.

EXECUTIVE:		COMPANY:
		THE FIRST NATIONAL BANK OF MIFFLINTOWN
/s/ Xxxxxxx X. Xxxxxxx		By		/s/ Xxxx X. Xxxxx, III
XXXXXXX XXXXXXX		Title

By execution hereof, First Community Financial Corporation consents to and agrees to be bound by the terms and conditions of this First Amendment to the Agreement.

ATTEST:				CORPORATION:
				FIRST COMMUNITY FINANCIAL CORPORATION
/s/ Xxxxxxxx X. Xxxxxxxx				By:		/s/ Xxxx X. Xxxxx, III
Title		Asst. Secretary		Title

Plan Year Reporting

Salary Continuation Plan

Schedule A

Xxxxxxx X. Xxxxxxx

Birth Date: 8/23/1955 Normal Retirement: 8/23/2020, Age 65						Early Termination		Disability		Change in Control		Pre-retire. Death Benefit Annual2 Benefit
						Annual Benefit2 Amount Payable at Normal Retirement Age		Annual Benefit2 Amount Payable at Normal Retirement Age		Annual Benefit2 Amount Payable at Separation from Service
Values as of				Age		Based On Accrual		Based On Accrual		Based On Accrual		Based On Benefit
				(1)		(2)		(3)		(4)		(5)
Oct		2010 1		55		13,185		13,185		7,283		43,000
May		2011		55		15,790		15,790		9,077		43,000
May		2012		56		19,508		19,508		11,906		43,000
May		2013		57		23,011		23,011		14,910		43,000
May		2014		58		26,309		26,309		18,099		43,000
May		2015		59		29,416		29,416		21,485		43,000
May		2016		60		32,343		32,343		25,079		43,000
May		2017		61		35,100		35,100		28,895		43,000
May		2018		62		37,696		37,696		32,947		43,000
May		2019		63		40,142		40,142		37,248		43,000
May		2020		64		42,445		42,445		41,815		43,000
Aug		2020		65		43,000		43,000		43,000		43,000

¹ The first line reflects just the initial values as of October 1, 2010.

² The annual benefit amount will be distributed in 12 equal monthly payments for a total of 180 monthly payments.

^* IF THERE IS A CONFLICT IN ANY TERMS OR PROVISIONS BETWEEN THIS SCHEDULE A AND THE AGREEMENT, THE TERMS AND PROVISIONS OF THE AGREEMENT SHALL PREVAIL. IF A TRIGGERING EVENT OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE ACTUAL BENEFIT AMOUNT BASED ON THE DATE OF THE EVENT.

Salary Continuation Plan for The First National Bank of Mifflintown - Xxxxxxxxxxx, XX

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