JUNIATA VALLEY FINANCIAL CORP
EX 10.7 1991 DDCA COOK
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>jvfcex10-7_54722.txt
<DESCRIPTION>EX 10.7 1991 DDCA COOK
<TEXT>

          EXHIBIT 10.7 1991 DIRECTOR'S DEFERRED COMPENSATION AGREEMENT

                               FOR A. JEROME COOK


DIRECTOR'S COMPENSATION AGREEMENT
---------------------------------

This Agreement is entered into this first day of January, 1991, between JUNIATA
VALLEY BANK, P.O. Box 66, Mifflintown, Pennsylvania 17059 (herein referred to as
the "Bank") and A. JEROME COOK, 311 Orange St., Mifflintown, Pennsylvania 17059
(herein referred to as the "Director").


WITNESSETH
----------

WHEREAS, the Bank recognizes that the competent and faithful efforts of Director
on behalf of the Bank have contributed significantly to the success and growth
of the Bank; and

WHEREAS, the Bank values the efforts, abilities and accomplishments of the
Director and recognizes that his services are vital to its continued growth and
profits in the future; and

WHEREAS, the Bank desires to compensate the Director and retain his services for
five years, if elected, to serve on the Board of Directors. Such compensation is
set forth below; and

WHEREAS, the Director, in consideration of the foregoing, agrees to continue to
serve as a Director, if elected,

NOW, THEREFORE, it is mutually agreed as follows:

1.    Compensation. The Bank agrees to pay Director the total sum of $164,250
      -------------
      payable in monthly installments of $1,368.75 for 120 consecutive months,
      commencing on the first day of the month following Director's 65th
      birthday. Payments to the Director will terminate when the 120 payments
      have been made or at the time of the Director's death, whichever occurs
      first.

2.    Death of Director Before Age 65. In the event Director should die before
      --------------------------------
      reaching age 65, the Bank agrees to pay to Director's beneficiary (ies)
      designated in writing to the Bank, the sum of $1,368.75 per month for 120
      consecutive months. Payments will begin on the first day of the month
      following Director's death.

3.    Death of Director After Age 65. If the Director dies after age 65
      -------------------------------
      prior to receiving the full 120 monthly installments, the remaining
      monthly installments will be paid to the Director's designated
      beneficiary (ies). The beneficiary (ies) shall receive all remaining
      monthly installments which the Director would have received until the
      total sum of  $164,250 set forth in paragraph "1" is paid. If the
      Director fails to designate a beneficiary in writing to the Bank, the
      balance of monthly installments at the time of his death shall be paid
      to the legal representative of the estate of the Director.

4.    Termination of Service as A Director. If the Director, for any reason
      -------------------------------------
      other than death, fails to serve five consecutive years as a Director, he
      will receive monthly compensation beginning at age 65 on the basis that
      the number of full months served bears to the required number of 60 months
      times the compensation stated in paragraph "1". For example, if the
      Director serves only 36 months, he will be entitled to 36/60 or 60% of the
      compensation stated in paragraph "1".


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5.    Suicide. No payments will be made to the Director's beneficiary (ies) or
      --------
      to his estate in the event of death by suicide during the first three
      years of this agreement.

6.    Status of Agreement. This agreement does not constitute a contract of
      --------------------
      employment between the parties, nor shall any provision of this agreement
      restrict the right of the Bank's Shareholders to replace the Director or
      the right of the Director to terminate his service.

7.    Binding Effect. This agreement shall be binding upon the parties hereto
      ---------------
      and upon the successors and assigns of the Bank, and upon the heirs and
      legal representatives of the Director.

8.    Interruption of Service. The service of the Director shall not be deemed
      ------------------------
      to have been terminated or interrupted due to his absence from active
      service on account of illness, disability, during any authorized vacation
      or during temporary leaves of absence granted by the Bank for reasons of
      professional advancement, education, health or government service, or
      during military leave for any period if the Director is elected to serve
      on the board following such interruption.

9.    Forfeiture of Compensation by Competition. The Director agrees that all
      ------------------------------------------
      rights to compensation following age 65 shall be forfeited by him if he
      engages in competition with the Bank, without the prior written consent of
      the Bank, within a radius of 50 miles of the main office of the Bank for a
      period of ten years, coinciding with the number of years that the Director
      shall receive such compensation.

10.   Assignment of Rights. None of the rights to compensation under this
      ---------------------
      Agreement are assignable by the director or any beneficiary or designee of
      the Director and any attempt to anticipate, sell, transfer, assign,
      pledge, encumber or change Director's right to receive compensation, shall
      be void.

11.   Status of Director's Rights. The rights granted to the Director or any
      ----------------------------
      designee or beneficiary under this Agreement shall be solely those of an
      unsecured creditor of the Bank.

12.   Amendments. This Agreement may be amended only by a written Agreement
      -----------
      signed by the parties.

13.   If the Bank shall acquire an insurance policy or any other asset in
      connection with the liabilities assumed by it hereunder, it is
      expressly understood and agreed that neither Director nor any
      beneficiary of Director shall have any right with respect to, or claim
      against, such policy or in the title to such other asset. Such policy
      or asset shall not be deemed to be held under any trust for the benefit
      of Director or his  beneficiaries or to be held in any way as collateral
      security for the fulfilling of the obligations of the Bank under this
      Agreement except as may be expressly provided by the terms of such
      policy or other asset. It shall be, and remain, a general, unpledged,
      unrestricted asset of the Bank.

14.   This agreement shall be construed under and governed by the laws of the
      State of Pennsylvania.


<PAGE>


15.   Interpretation. Wherever appropriate in this Agreement, words used in the
      ---------------
      singular shall include the plural and the masculine shall include the
      feminine gender.

16.   This Agreement shall be binding upon and inure to the benefit of any
      successor of the Bank and any such successor shall be deemed substituted
      for the Bank under the terms of this Agreement. As used herein, the term
      "successor" shall include any person, corporation or other business entity
      which at any time, whether by merger, purchase or otherwise, acquires all
      or substantially all of the stock, assets or business of the Bank.

17.   If the Bank's marginal income tax bracket is different from 34% at the
      time deferred income payments are made under this Agreement to the
      Director or his beneficiary (ies), the payments may be adjusted by the
      Board of Directors to reflect that change. The following formula could be
      used to calculate the change in benefits: Monthly Income (As Shown) X .66
      divided by 1 - Tax Bracket.

18.   All compensation provided by this Agreement is in addition to that which
      is provided under the Director's Compensation Agreements dated January 1,
      1982 and January 1, 1986.

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