Thomas K. Derbyshire

Thomas K. Derbyshire
Vice President and Treasurer; Executive Vice President, Citizens National Bank
Citizens Financial Corp./DE/

Thomas K. Derbyshire Vice President Vice President and Chief Financial

and Treasurer

ident and Chief Executive Officer, Citizens Financial Corp. and Citizens National Bank Raymond L. Fair 75   Vice President   Attorney-at-Law; Director, Citizens Financial Corp. Thomas K. Derbyshire 44   Vice President and Treasurer   Vice President and Chief Financial Officer, Citizens National Bank Leesa M. Harris 39   Secretary   Vice President and Trust Officer, Citizens National Bank; Executive Secretary, Citizens National Bank   Item 11.      Executive Compensation           The executive officers of Citizens Financial Corp. serve without  compensation from CIT Table of Contents (1) The bank’s group life and health insurance program, which is paid for  by the bank, is made available to all full-time employees and does not discriminate in favor of directors or officers; however, in accordance with IRS Code Section 79, the cost of group term life insurance coverage for an individual in excess of $50,000 is added to the individual’s earnings and is included in this figure.Also included in this figure are board fees earned and CITIZENS FINANCIAL CORP/DE/’s contributions to the individuals 401(k) retirement savings program to which the individual has a vested interest.     (2) The bank’s contributions to the pension plan, a defined benefit plan, are not and cannot be calculated separately for specific participants.  No contributions were made by the bank in the years presented.  The bank’s executive supplemental income plan provides retirement benefits conditioned upon continued employment until retirement or the satisfaction of early retirement criteria.  Prticipants are deemed to receive no compensation until such conditions are satisfied.          Neither CITIZENS FINANCIAL CORP/DE/ nor the bank maintain any form of stock option, stock appreciation rights, or other long-term compensation plans.  Directors of CITIZENS FINANCIAL CORP/DE/ are compensated for meetings attended in the amount of $100 per meeting.Directors of the bank receive $500 per meeting.  Under normal circumstances, the Board of Citizens Financial Corp. meets quarterly while the Citizens National Bank Board meets monthly.
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Table of Contents           The estimated credited years of service for the executive officers of Citizens Financial Corp. in the pension plan of Citizens National Bank are as follows: Years of Credited Service* Robert J. Schoonover 29 Thomas K. Derbyshire       Thomas K. Derbyshire Treasurer and Principal Financial Officer     Date: 3/12/03             Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of CITIZENS FINANCIAL CORP/DE/ and in the capacities and on the date indicated. Signature   Title   Date               /s/ MAX L.ARMENTROUT   Chairman of the Board and Director   3/12/03  

Thomas K. Derbyshire

Vice President

Vice President and Chief Financial 42 and Treasurer

Officer , Citizens National Bank

Derbyshire Named Executive Vice President

Naming an experienced banker from within the ranks of its organization, Citizens National Bank announces the appointment of Thomas K. Derbyshire as the new Executive Vice President of Citizens National Bank.

Derbyshire joined Citizens National Bank in 1991 as comptroller and has served as Vice President/Comptroller, Vice President/CFO and Senior Vice President/CFO. Prior to moving to Elkins, he worked for public accountant firms in Philadelphia, PA and Princeton, NJ, and formerly served as controller for Lowndes Bank in Clarksburg and United Bank in Parkersburg.
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Derbyshire graduated from Delhaas High School in Bristol, PA. He earned his undergraduate degree at Rider College in Lawrenceville, NJ, graduating magna cum laude with a B.S. in Commerce and Accounting. A summa cum laude graduate of West Virginia University's masters program, he holds an M.S. in agriculture economics - completing a thesis on the impact of branch banking in rural economies of West Virginia.

Expanding his banking education, Derbyshire graduated from the WV School of Banking, Graduate School of Banking at the University of Wisconsin, and AICPA School of Banking at the University of Virginia. He has earned a CPA designation and is Member AICPA, WVSCPA.

Currently a member of the board of directors of Youth Health Service, he has served on the board of directors of the Harrison County YMCA and Elkins Randolph County YMCA. Married to Sue Derbyshire, he is a member of the St. Brendan's Catholic Church and Knights of Columbus Third Degree Member.

In his executive role, Derbyshire will still continue to serve as Citizens' chief financial officer. "I am honored to assume the position of executive vice president of Citizens National Bank," commented Derbyshire.
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Tom Derbyshire is Promoted to EVP

Thomas K. Derbyshire, Vice President/Chief Financial Officer to Senior Vice President/Chief Financial Officer.

Tom Derbyshire is Promoted to EVP