UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~October 431, 2011

CITY NATIONAL BANCSHARES CORPORATION

(Exact name of registrant as specified in charter)

State of New Jersey	0-11535	22-2434751
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification Number)

900 Broad Street, Newark, New Jersey		07102
(Address of principal executive offices)		(zip code)

Registrant’s telephone number, including area code: (973) 624-0865

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 71.01 ~~Regulation~~ FDEntry ~~Disclosure~~into a Material Definitive Agreement.

~~The information set forth under “~~Item 85.0102, ~~Other Events”~~ below, is incorporated herein by reference ~~into this Item 7~~.~~01.~~

Item 85.~~01 Other~~02 Departure ~~Events~~of Directors or Principal Officers, Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On ~~August~~October 431, 2011, City National ~~Bancshares~~Bank ~~Corporation~~of New Jersey (the “~~Company~~Bank”) ~~notified~~and ~~the~~City ~~United~~National ~~States~~Bancshares ~~Department~~Corporation, ofa ~~the~~New ~~Treasury~~Jersey corporation (“CNBC” and sometimes collectively with the Bank referred to as “~~Treasury~~we” or “us”) ofentered ~~its~~into ~~intent~~a toone ~~continue~~year toemployment ~~defer~~agreement (the ~~payment~~“Employment Agreement”) effective as of ~~its~~November ~~regular~~1, ~~quarterly~~2011 ~~cash~~with ~~dividend~~our onInterim ~~its~~President ~~Fixed~~and ~~Rate~~Chief ~~Cumulative~~Executive ~~Perpetual~~Officer, ~~Preferred~~Preston ~~Stock~~D. Pinkett, ~~Series~~III, Gto serve as our President and Chief Executive Officer at an annual cash salary of $265,000 ~~issued~~per year. In addition, Mr. Pinkett is entitled to ~~the~~receive ~~Treasury~~twenty inthousand ~~connection~~shares ~~with~~of our stock payable evenly over the ~~Company’s~~one ~~participation~~year interm of the ~~Treasury’s~~Agreement. ~~TARP~~Mr. ~~Capital~~Pinkett ~~Purchase~~is ~~Program~~also entitled to a $1,200 per month auto allowance.

In ~~addition~~the Employment Agreement, ~~the~~Mr. ~~Company~~Pinkett has ~~notified~~agreed ~~the~~that ~~trustee~~following of(i) ~~the~~voluntary ~~City~~termination ~~National~~by ~~Bank~~him of ~~New~~his ~~Jersey~~employment ~~Capital~~for ~~Statutory~~any ~~Trust~~reason IIother ~~(the~~than ~~“Trust”),~~as ~~which~~a isresult ~~the~~of ~~holder~~a material breach of ~~the~~his ~~Company’s~~employment ~~junior~~agreement ~~subordinated~~by ~~debentures~~us, ~~relating~~(ii) totermination ~~its~~of ~~outstanding~~his ~~trust~~employment ~~preferred~~by ~~securities~~us ~~that~~for ~~the~~cause, ~~Company~~or ~~will~~(iii) ~~continue~~expiration toof ~~defer~~his ~~its~~employment ~~regularly~~agreement ~~scheduled~~as ~~quarterly~~a ~~interest~~result ~~payments~~of onhis ~~the~~failure ~~junior~~to ~~subordinated~~accept ~~debentures.~~our ~~Under~~offer ~~the~~of ~~terms~~a renewal of the ~~debentures~~employment agreement, ~~the~~he ~~Company~~will isnot ~~permitted~~compete towith ~~defer~~us ~~the~~or ~~payment~~any of ~~interest~~our onaffiliates ~~the~~for ~~junior~~a ~~subordinated~~period ~~debentures~~of atone ~~any~~(1) ~~time,~~year ~~for~~following upsuch totermination 20within ~~consecutive~~a ~~quarters,~~30 ~~without~~mile ~~default.~~radius ~~Due~~from to the ~~deferral~~Bank's main office located at 900 Broad Street, ~~the~~Newark, ~~trust~~New ~~will~~Jersey ~~likewise~~or ~~suspend~~within a three mile radius from the ~~declaration~~location ~~and~~of ~~payment~~any branch of ~~dividends~~the onBank existing as of the ~~trust~~date ~~preferred~~of ~~securities~~such termination.

~~The~~In ~~Series~~addition, Gthe ~~preferred~~Employment ~~stock~~Agreement provides that its terms are subject to the laws, rules, and guidance of the ~~junior~~U.S. ~~subordinated~~Department ~~debentures~~of ~~issued~~Treasury’s Troubled Asset Relief (“TARP”) Program Capital Purchase Program and that until we are no longer a participant in ~~favor~~and ofsubject to the ~~Trust~~TARP ~~provide~~Capital ~~for~~Purchase ~~cumulative~~Program ~~dividends~~rules and ~~interest~~guidance the Board of Directors of the Bank and CNBC (collectively, ~~respectively~~the “Board”) can unilaterally and without Mr. ~~Accordingly,~~ Pinkett’s consent amend any of the ~~Company~~provisions ~~may~~of his Employment Agreement, including, but not ~~pay~~limited ~~dividends~~to, onreducing ~~any~~the amount of ~~its~~compensation ~~common~~and orbenefits ~~preferred~~provided ~~stock~~therein, ~~until~~if in the ~~dividends~~Board’s onsole ~~Series~~judgment Gthe ~~preferred~~modification ~~stock~~is ~~and~~necessary to comply with the ~~interest~~mandatory onapplication ~~such~~of ~~debentures~~the ~~are~~U.S. ~~paid-up~~Department ~~currently~~of Treasury’s rules and guidance governing executive compensation of participants of the TARP Capital Purchase Program.

~~The~~On ~~Company’s~~October ~~failure~~31, to2011, ~~pay~~we ~~dividends~~also ~~for~~executed ~~five~~an ~~(5)~~amendment ~~consecutive~~effective ~~dividend~~September ~~periods~~1, ~~has~~2011 ~~triggered~~to ~~board appointment rights for the holders of the Series F preferred stock~~Mr. ~~The~~ ~~Company~~Pinkett’s ~~failure~~prior toemployment ~~pay~~agreement ~~dividends~~of ~~for~~March ~~six~~1, ~~(6)~~2011 ~~consecutive~~memorializing ~~dividend~~that ~~periods with respect to~~ the ~~Series~~term Gthereof ~~preferred~~ended ~~stock~~October ~~has~~31, ~~triggered~~2011. The ~~additional~~amendment ~~board~~is ~~appointment~~attached ~~rights~~as ~~for~~Exhibit ~~the holders of Series G preferred stock and Series F preferred stock~~10.2.

The foregoing descriptions of Mr. Pinkett’s Employment Agreement does not purport to be complete and is qualified in its entirety by the Employment Agreement a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

None.

The following exhibits are filed herewith:

Exhibit No.		Description of Exhibit

10.1		Employment Agreement, effective as of November 1, 2011, by and between City National Bank of New Jersey, City National Bancshares Corporation and Preston D. Pinkett, III

10.2		Amendment No.2 to Employment Agreement effective as of March 1, 2011 between City National Bank of New Jersey, City National Bancshares Corporation and Preston D. Pinkett, III

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CITY NATIONAL BANCSHARES CORPORATION
Date: August 8, 2011	By: /s/ Edward R. Wright
Date: November 15, 2011	By:	/s/ Edward R. Wright
	~~Edward R. Wright~~	Edward R. Wright
	~~Senior Vice President and Chief Financial Officer~~	Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description of Exhibit

10.1	Employment Agreement, effective as of November 1, 2011, by and between City National Bank of New Jersey, City National Bancshares Corporation and Preston D. Pinkett, III

10.2	Amendment No.2 to Employment Agreement effective asof March 1, 2011 between City National Bank of New Jersey, City National Bancshares Corporation and Preston D. Pinkett, III

Filing Compare · CITY NATIONAL BANCSHARES Corp