AMENDMENT NO. 1 TO THE DEFERRED INCOME AGREEMENT WITH DEAN H. HESS

Exhibit 10.9

EXECUTION COPY

AMENDMENT NO. 1 TO THE

DEFERRED INCOME AGREEMENT

WITH XXXX X. XXXX

This AMENDMENT NO. 1 (this “Amendment”) to the deferred income agreement between Jacksonville Savings Bank (the “Bank”) and Xxxx X. Xxxx is hereby entered on January 17, 2018.

WHEREAS, Xxxxxx State Bank, the predecessor to the Bank, entered into a deferred compensation agreement with Xx. Xxxx on July 1, 1982 (the “Agreement”); and

WHEREAS, the Bank is a wholly-owned subsidiary of Jacksonville Bancorp, Inc. (“Jacksonville”); and

WHEREAS, Jacksonville, CNB Bank Shares, Inc. and CNB Acquisitions, Inc. have entered into an Agreement and Plan of Merger dated as of January 17, 2018 (the “Merger Agreement”); and

WHEREAS, following the completion of the transactions contemplated by the Merger Agreement (the “Merger”), the Agreement shall be assumed by any successor to the Bank pursuant to the terms of the Agreement as amended by this Amendment.

NOW, THEREFORE, in consideration of the premises, the mutual agreements herein set forth and such other consideration the sufficiency of which is hereby acknowledged, the Agreement is hereby amended as follows:

1.          Amendment to Section 4 of the Agreement. The following sentence is hereby added to the end of Section 4 to read as follows:

“Notwithstanding the foregoing, the Director shall not be deemed to have a termination of service for purposes of this Agreement unless the Director has a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder.”

2.          New Section 16 of the Agreement. Section 16 is hereby added to the Agreement to read as follows:

“16.      No Acceleration of Benefit Payments. No acceleration of the time or schedule of any payment may be made pursuant to this Agreement, unless both written consent is received from the Director and such earlier distribution does not result in adverse tax consequences under Section 409A of the Code.”

3.          Capitalized Terms. Capitalized terms herein shall have the meanings ascribed to them in the Agreement except as otherwise expressly provided in this Amendment.

4.          Effect of Amendment. Except and to the extent modified by this Amendment, the provisions of the Agreement shall remain in full force and effect and are hereby incorporated into and made a part of this Amendment.

5.          Effective Date. This Amendment shall become effective on the date on which the Effective Time occurs. In the event the Merger Agreement is terminated by the parties thereto without the transactions contemplated thereby having been consummated, this Amendment shall be deemed null and void ab initio.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties below have executed this Amendment as of the date first written above.

	JACKSONVILLE SAVINGS BANK
	By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	President and CEO
	DIRECTOR
	/s/ Xxxx X. Xxxx
	Xxxx X. Xxxx

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