0001193125-09-056591 Sample Contracts

NB&T FINANCIAL GROUP, INC. AMENDED AND RESTATED 2006 EQUITY PLAN AWARD AGREEMENT (Directors’ Nonqualified Stock Option)
Equity Plan Award Agreement • March 17th, 2009 • Nb&t Financial Group Inc • Commercial banks, nec

NB&T Financial Group, Inc., an Ohio corporation (the “Company”), hereby grants an option (this “Option”) to purchase its common shares, without par value (the “Shares”), to the Optionee named below. The terms and conditions of this Option are set forth in this Agreement (which includes this cover sheet), in the NB&T Financial Group, Inc. Amended and Restated 2006 Equity Plan (the “Plan”) and in the Plan prospectus. Copies of the Plan and the Plan prospectus are attached. A copy of this Award Agreement must be signed and returned to the President or the Chief Financial Officer of the Company at its executive offices within 60 days of the Option Grant Date or the Option will be deemed forfeited.

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FIRST AMENDMENT TO STOCK OPTION AWARD AGREEMENT BETWEEN JOHN J. LIMBERT AND NB&T FINANCIAL GROUP, INC.
Stock Option Award Agreement • March 17th, 2009 • Nb&t Financial Group Inc • Commercial banks, nec

WHEREAS, John J. Limbert (“Optionee”) and NB&T Financial Group, Inc. (“Company”) entered into a Stock Option Award Agreement (Non-Qualified Stock Option) effective March 20, 2006 (the “Agreement”), pursuant to which Company granted Optionee an option to purchase common shares of Company; and

FIRST AMENDMENT TO THE SEVERANCE AGREEMENT
The Severance Agreement • March 17th, 2009 • Nb&t Financial Group Inc • Commercial banks, nec

This First Amendment to the Severance Agreement by and between The National Bank and Trust Company, a national banking association (hereinafter referred to as “NB&T”), and , an individual (hereinafter referred to as “Employee”), is effective December 16, 2008.

FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2009 • Nb&t Financial Group Inc • Commercial banks, nec

This First Amendment to the Employment Agreement by and among NB&T Financial Group, Inc., a bank holding company incorporated under the laws of the State of Ohio (“HOLDING COMPANY”), The National Bank and Trust Company, a national banking association and a wholly-owned subsidiary of HOLDING COMPANY (“BANK”), and John J. Limbert, an individual (“EMPLOYEE”), is effective December 16, 2008.

NB&T FINANCIAL GROUP, INC. AMENDED AND RESTATED AWARD AGREEMENT (Employee Award)
Award Agreement • March 17th, 2009 • Nb&t Financial Group Inc • Commercial banks, nec

NB&T Financial Group, Inc., an Ohio corporation (the “Company”), hereby grants the following award (this “Award”) with respect to common shares, without par value, of the Company (the “Shares”), to the Employee named below. The terms and conditions of this Award are set forth in this Agreement (which includes this cover sheet), in the NB&T Financial Group, Inc. Amended and Restated 2006 Equity Plan (the “Plan”) and in the Plan prospectus. Copies of the Plan and the Plan prospectus are attached. A copy of this Award Agreement must be signed and returned to the President or the Chief Financial Officer of the Company at its executive offices within 60 days of the Award Grant Date or the Award will be deemed forfeited.

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