0001144204-10-010564 Sample Contracts

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 1st, 2010 • Citizens & Northern Corp • State commercial banks • Pennsylvania

THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into as of the 1st day of March, 2010, by and among CITIZENS & NORTHERN CORPORATION, a Pennsylvania corporation (the “Corporation”), CITIZENS & NORTHERN BANK, a Pennsylvania bank (the “Bank”), and CHARLES H. UPDEGRAFF, JR., an employee of the Corporation and/or the Bank and/or of a subsidiary of either (the “Employee”). The Corporation and the Bank are collectively referred to herein as the “Employer.”

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