0000950152-08-001540 Sample Contracts

October 9, 2007 Mr. Charles H. Updegraff, Jr. 28 Prosser Hollow Road Coudersport, PA 16915 Re: Termination of Automatic Renewal of Employment Agreement Dated December 30, 2002 Dear Chuck:
Employment Agreement • February 29th, 2008 • Citizens & Northern Corp • State commercial banks

Pursuant to the terms of Section 1 (b) of your Employment Agreement dated December 30, 2002, and as per our agreement prior to the merger of Citizens Bancorp and Citizens & Northern Corporation and Citizens & Northern Bank; and pursuant to the Addendum to Employment Agreement dated December 14, 2007 , we are exercising our right to terminate the automatic renewal of said Agreement and to fix the remaining term of employment under said section. You are hereby given notice that we are terminating the automatic renewal provision of said Agreement and fixing the remaining term of employment to expire on December 31, 2009.

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 29th, 2008 • Citizens & Northern Corp • State commercial banks • Pennsylvania

OPTION AGREEMENT dated as of the 3rd day of January 2007, by and between Citizens & Northern Corporation (the “Corporation”) and «name», an employee of the Corporation or of a subsidiary (the “Recipient”).

INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • February 29th, 2008 • Citizens & Northern Corp • State commercial banks • Pennsylvania

OPTION AGREEMENT dated as of the 3rd day of January 2007, by and between Citizens & Northern Corporation (the “Corporation”) and «name», an employee of the Corporation or of a subsidiary (the “Optionee”).

CITIZENS BANCORP, INC. Employment Agreement dated December 30,2002 With CHARLES H. UPDEGRAFF, JR.
Employment Agreement • February 29th, 2008 • Citizens & Northern Corp • State commercial banks • Pennsylvania
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