Code of
Ethics for Senior Financial Officers of
 Commercial
National Financial Corporation and Commercial Bank & Trust of
PA
 
 
 This Code
of Ethics for Senior Financial Officers (Code Ethics) applies to the principal
executive officer and principal financial officer (Senior Financial Officers) of
Commercial National Financial Corporation, and Commercial Bank & Trust of
PA, its subsidiary bank, including any other subsidiary of the Corporation
(collectively known as the Corporation). Currently, the principal financial
officer also acts as the principal accounting officer.
 
 Each
Senior Financial Officer shall:
 
 1    Engage
in and promote honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and professional
relationships.
 
 2    Provide
full, fair, accurate, timely, and understandable disclosure in reports and
documents that the Corporation submits to the SEC and in other public
communications made by the Corporation.
 
 3   Comply
with the laws of federal, state and local governments that are applicable to the
Corporation, and the rules and regulations of private and public regulatory
agencies that have jurisdiction over the Corporation.
 
 4    Protect
the confidentiality of non-public information about the Corporation and its
subsidiaries and their customers and consumers, to prevent the unauthorized
disclosure of such information unless authorized to disclose such
information.
 
 5    Promptly
report any violation of this Code of Ethics to the Audit Committee. A Senior
Financial Officer may choose to remain anonymous in reporting possible
violations of this Code of Ethics with no course of action taken against the
person reporting the violation.
 
 The
Corporation’s Senior Financial Officers are on notice that they will be held
accountable for their adherence to this Code of Ethics and that their continued
employment by the Corporation depends on their full compliance with the policies
stated in this Code. Violations of this Code of Ethics may also constitute
violations of law and may result in civil and criminal penalties for the
officers and/or the Corporation.
 
 Senior
Financial Officers are prohibited from directly or indirectly taking any action
to fraudulently influence, coerce, manipulate or mislead the Corporation’s
independent public auditors for the purpose of rendering the financial
statements of the Corporation misleading.
 
 This Code
of Ethics will be reviewed at least annually and revised, if necessary, to
reflect changes in applicable law or regulation and to cover new ethical issues
as they arise. The nature of any amendment to the Code of Ethics shall be
disclosed to the Corporation’s shareholders by filing a Current Report on Form
8-K with the SEC or by providing such disclosure on the Company's Internet
website.
 
 A waiver
to any provisions of this Code of Ethics shall be granted only by the
Corporation’s Board of Directors. The nature of any such waiver shall be
disclosed to the Corporation’s shareholders by filing a Current Report on Form
8-K with the SEC or by providing such disclosure on the Corporation’s Internet
website.
 
 
  
  
 
 
 Commercial
National Financial Corporation
 Commercial
Bank & Trust of PA
 
 Code of
Ethics for Senior Financial Officers
 
 I
acknowledge that I have received and read the Commercial National Financial
Corporation Code of Ethics for Senior Financial Officers, dated March 16, 2004,
and understand my obligations as an employee to comply with the Code of
Ethics.
 
 Such Code
states that I:
 
 1    Engage
in and promote honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and professional
relationships;
 
 2    Provide
full, fair, accurate, timely, and understandable disclosure in reports and
documents that the Corporation submits to the SEC and in other public
communications made by the Corporation;
 
 3   Comply
with the laws of federal, state and local governments that are applicable to the
Corporation, and the rules and regulations of private and public regulatory
agencies that have jurisdiction over the Corporation.
 
 4    Protect
the confidentiality of non-public information about the Corporation and its
subsidiaries and their customers and consumers, to prevent the unauthorized
disclosure of such information unless authorized to disclose such
information.
 
 5    Promptly
report any violation of this Code of Ethics to the Audit Committee. A Senior
Financial Officer may choose to remain anonymous in reporting possible
violations of this Code of Ethics with no course of action taken against the
person reporting the violation.
 
 
 March
      17,2009
              
              Gregg E. Hunter,
      Vice Chairman , President and CEOSignatureMarch
      17, 2009
              
              Thomas D
      Watters ,  Chief Financial OfficerSignature