AGREEMENT AND PLAN OFMERGER

Dated as of December 10,2002

Among

Commercial NationalInvestment Corporation

Gooder AcquisitionCorp.

Gooder Agency,Inc.

Gooder & Mary,Inc.

And

The Shareholders Of GooderAgency, Inc. And Gooder & Mary, Inc.

                                                                                                                              

TABLE OFCONTENTS

Page

Article I THEMERGER                       1

Section 1.1. TheMerger.                   1

Section 1.2.Closing.                   2

Section 1.3. EffectiveTime.                   2

Section 1.4. Waiver ofDissentersRights.                   2

Section 1.5. Articles ofIncorporation andBylaws.                   2

Section 1.6.Directors.                   2

Section 1.7.Officers.                   2

Article IICONVERSION OFSHARES                       2

Section 2.1. Effect onCapitalStock.                   2

Section 2.2. Delivery ofCash and CNFC Common Stock Certificates;Escrow.                   3

Section 2.3. Failure toSurrenderCertificates.                   4

Section 2.4. LostCertificates.                   4

Section 2.5. NoTransfers.                   4

Section 2.6. Effect onCNIC CapitalStock.                   4

Section 2.7. CancellationofOptions.                   4

Section 2.8. TransferRestrictions.                   4

Section 2.9. Waiver ofRights                   5

Article IIIREPRESENTATIONS AND WARRANTIES OF THE GOODERPARTIES                       5

Section 3.1. OrganizationandQualification.                   5

Section 3.2.Capitalization.                   6

Section 3.3. Authorizationand Validity ofAgreement.                   7

Section 3.4. NoViolations; Governmental and Other Consents andApprovals.                   7

Section 3.5. FinancialStatements; ShareholdersEquity.                   7

Section 3.6. NoUndisclosedLiabilities.                   8

Section 3.7. Absence ofCertainChanges.                   8

Section 3.8.Litigation.                   9

Section 3.9.Agreements.                   9

Section 3.10. CompliancewithLaws.                   10

Section 3.11.EnvironmentalMatters.                   10

Section 3.12. PensionPlans.                   11

Section 3.13. WelfarePlans and Other BenefitPlans.                   11

Section 3.14. Employmentand LaborRelations.                   12

Section 3.15.Taxes.                   13

Section 3.16. Title toProperties.                   14

Section 3.17. Accounts;Receivables.                   14

Section 3.18. IntellectualProperty.                   15

Section 3.19.Insurance.                   15

Section 3.20.Indebtedness.                   15

Section 3.21. BankAccounts.                   15

Section 3.22. MinuteBooks.                   15

Section 3.23.Brokers.                   16

Section 3.24. VotingRequirements.                   16

Section 3.25. Delivery ofDocuments; AccurateDisclosure.                   16

Article IVADDITIONAL REPRESENTATIONS AND WARRANTIES OF THESHAREHOLDERS                       16

Section 4.1. InvestorStatus.                   16

Section 4.2. RestrictedSecurities.                   16

Section 4.3. InvestmentIntent.                   16

Section 4.4. Title toCapitalStock.                   16

Section 4.5. AuthorizationofTransaction.                   17

Section 4.6. NoViolation.                   17

Section 4.7. No Breach,Default, Violation orConsent.                   17

Article VREPRESENTATIONS AND WARRANTIES OF CNIC ANDGAC                       17

Section 5.1. Organization,Standing and CorporatePower.                   17

Section 5.2. Authorizationand Validity ofAgreement.                   17

Section 5.3. NoViolations; Governmental Consents andApprovals.                   18

Section 5.4. MergerShares.                   18

Section 5.5. SecuritiesMatters and FinancialStatements.                   18

Section 5.6. Absence ofCertain Changes andEvents.                   19

Section 5.7.Litigation.                   19

Section 5.8. Delivery ofDocuments; AccurateDisclosure.                   19

Article VICOVENANTS                       19

Section 6.1. Conduct ofBusiness by theCompanies.                   19

Section 6.2. Advice ofChanges.                   22

Section 6.3. NoSolicitation.                   22

Section 6.4. Notices andConsents.                   22

Section 6.5. Access toInformation.                   23

Section 6.6.Confidentiality.                   23

Section 6.7. ReasonableEfforts.                   24

Section 6.8. PublicAnnouncements.                   24

Section 6.9.Non-CompetitionCovenant.                   24

Article VII CLOSINGCONDITIONS                       25

Section 7.1. Conditions toObligations of CNIC andGAC.                   25

Section 7.2. Conditions toObligation of the GooderParties.                   27

Section 7.3. Frustrationof ClosingConditions.                   28

Article VIIIINDEMNIFICATION                       28

Section 8.1. Survival ofRepresentations andWarranties.                   28

Section 8.2.Indemnification.                   28

Section 8.3.Claims.                   28

Section 8.4. Notice ofThird Party Claims; Assumption ofDefense.                   29

Section 8.5. Settlement orCompromise.                   29

Section 8.6. Failure ofIndemnifying Person toAct.                   30

Section 8.7.Escrow.                   30

Article IXTERMINATION ANDEXPENSES                       30

Section 9.1.Termination.                   30

Section 9.2. Effect ofTermination.                   31

Section 9.3.Expense.                   31

Article X GENERALPROVISIONS                       31

Section 10.1.Amendment.                   31

Section 10.2. Extension;Waiver.                   31

Section 10.3.Notices.                   31

Section 10.4.Definitions.                   32

Section 10.5.Counterparts;Facsimile.                   33

Section 10.6. EntireAgreement.                   33

Section 10.7. GoverningLaw.                   33

Section 10.8.Assignment.                   33

Section 10.9.Enforcement.                   33

Section 10.10.Severability.                   33

Exhibits

Exhibit A – GooderAgency Shareholders

Exhibit B – G&MShareholders

Exhibit C – EscrowAgreement

Exhibit D – StephenGooder Employment Agreement

Exhibit E – ThomasHoover Employment Agreement

Exhibit F – RobertSten Employment Agreement

Exhibit G –Lease

**AGREEMENT AND PLAN OFMERGER**

This AGREEMENT AND PLAN OFMERGER (this “**Agreement**”) is dated as ofDecember 10, 2002, among Commercial National InvestmentCorporation, a Pennsylvania corporation(“**CNIC**”), Gooder Acquisition Corp., aPennsylvania corporation, (“**GAC**”), GooderAgency, Inc., a Pennsylvania corporation (“**GooderAgency**”), Gooder & Mary, Inc., a Pennsylvaniacorporation (“**G&M**”), and each of theshareholders of Gooder Agency and G&M, all of whom are listedon Exhibit A and Exhibit B hereto (the“**Shareholders**” and, together with Gooder andG&M, the “**Gooder Parties**”).

PREAMBLE

The respective Boards ofDirectors of CNIC, GAC, Gooder Agency and G&M have approved,and deem it advisable and in the best interests of their respectiveshareholders to consummate, and the Shareholders have approved, themerger of GAC and G&M with and into Gooder Agency (the“**Merger**”), upon the terms and subject to theconditions set forth in this Agreement.  In the Merger, all ofthe issued and outstanding shares of common stock, no par value, ofGooder Agency (“**Gooder Agency Common Stock**”),and all of the issued and outstanding shares of common stock, nopar value, of G&M (“**G&M Common Stock**”),will be converted in the right to receive the amount of cash andthe number of shares of common stock, par value $2.00 per share(“**CNFC Common Stock**”) of Commercial NationalFinancial Corporation, a Pennsylvania corporation and the soleshareholder of CNIC (“**CNFC**”), as set forth inArticle II hereof.  CNFC has agreed to contribute to CNIC, asufficient number of shares of CNFC Common Stock to enable theparties to consummate the Merger.

CNIC and GAC would not bewilling to enter into this Agreement unless certain of theShareholders agreed to refrain from competing with CNIC and GAC fora reasonable period of time, and accordingly such Shareholders haveagreed to execute and deliver to CNIC and GAC a noncompetitionagreement or an employment agreement containing noncompetitioncovenants.

NOW, THEREFORE, inconsideration of the representations, warranties, covenants andagreements contained in this Agreement, the parties hereto, eachintending to be legally bound, agree as follows:

# THE MERGER

## The Merger.

  Upon satisfactionof the conditions set forth in this Agreement, GAC and G&Mshall be merged with and into Gooder Agency at the Effective Time(as hereinafter defined).  Following the Effective Time, theseparate corporate existence of each of GAC and G&M shallcease, Gooder Agency shall continue as the surviving corporation(the “**Surviving Corporation**”) and shall succeedto and assume all the rights and obligations of GAC and G&M inaccordance with the Pennsylvania Business Corporation Law (the“**BCL**”) and shall continue to be governed by thelaws of the Commonwealth of Pennsylvania.  The Merger shallhave the effects set forth in the BCL.

## Closing.

  The closing of theMerger (the “**Closing**”) shall take place at 10:00a.m. on December 10, 2002 or such other date as may be specified bythe parties in writing (the “**Closing Date**”),which shall be no later than the second Business Day aftersatisfaction or waiver of the conditions set forth in Article VII(other than those conditions that by their nature are to besatisfied at the Closing, but subject to the satisfaction or waiverof those conditions), at the offices of Pepper Hamilton LLP, 50thFloor, One Mellon Bank Center, Pittsburgh, Pennsylvania 15219.

## Effective Time.

  Subject to theprovisions of this Agreement, as soon as practicable on or afterthe Closing Date, the parties shall file articles of merger (the“**Articles of Merger**”) executed in accordancewith the relevant provisions of the BCL and shall make all otherfilings or recordings required under the BCL.  The Mergershall become effective at such time as the Articles of Merger areduly filed with the Secretary of State of the Commonwealth ofPennsylvania, or at such other time as CNIC and Gooder Agency shallagree should be specified in the Articles of Merger (the time theMerger becomes effective being the “**EffectiveTime**”).

## Waiver of DissentersRights.

  Each of theShareholders hereby waives, and agrees not to take any action toexercise or perfect, any and all dissenters rights with respect tothe Merger which such Shareholder may have pursuant to Sections1571 and 1930 of the BCL.

## Articles of Incorporation andBylaws.

### The articles of incorporation of Gooder Agency, as in effectimmediately prior to the Effective Time, shall be the articles ofincorporation of the Surviving Corporation until thereafter changedor amended as provided therein or by applicable law, provided that,at the Effective Time the registered office of the SurvivingCorporation shall be changed to 900 Ligonier Street, Latrobe, PA15650.

### The bylaws of GAC, as in effect immediately prior to theEffective Time, shall be the bylaws of the Surviving Corporationuntil thereafter changed or amended as provided therein or byapplicable law.

## Directors.

  The directors ofGAC immediately prior to the Effective Time shall be the directorsof the Surviving Corporation, until the earlier of theirresignation or removal or until their respective successors areduly elected and qualified, as the case may be.

## Officers.

  The officers of GACimmediately prior to the Effective Time shall be the officers ofthe Surviving Corporation, until the earlier of their resignationor removal or until their respective successors are duly electedand qualified, as the case may be.

# CONVERSION OF SHARES

## Effect on Capital Stock.

  As of the EffectiveTime, by virtue of the Merger and without any action on the part ofCNIC, GAC, Gooder Agency, G&M or the Shareholders:

### Conversion of Gooder Agency Common Stock.

  The issued andoutstanding shares of Gooder Agency Common Stock shall be convertedinto the right to receive the combination of cash and dulyauthorized, validly issued, fully paid, and nonassessable shares ofCNFC Common Stock (the “**Gooder AgencyConsideration**”) as set forth on Exhibit Ahereto.  As of the Effective Time, all such shares of GooderAgency Common Stock shall no longer be outstanding and shallautomatically be canceled and retired and shall cease to exist, andeach holder of a certificate which immediately prior to theEffective Time represented any such shares of Gooder Agency CommonStock (a “**Gooder Agency Certificate**”) shallcease to have any rights with respect thereto, except the right toreceive the Gooder Agency Consideration to be issued inconsideration therefor upon surrender of such Gooder AgencyCertificate to CNIC at or promptly following the EffectiveTime.

### Conversion of G&M Common Stock.

  The issued andoutstanding shares of G&M Common Stock shall be converted intothe right to receive the combination of cash and duly authorized,validly issued, fully paid, and nonassessable shares of CNFC CommonStock (the “**G&M Consideration**”) as set forthon Exhibit B hereto.  As of the Effective Time, allsuch shares of G&M Common Stock shall no longer be outstandingand shall automatically be canceled and retired and shall cease toexist, and each holder of a certificate which immediately prior tothe Effective Time represented any such shares of G&M CommonStock (a “**G&M Certificate**”) shall cease tohave any rights with respect thereto, except the right to receivethe G&M Consideration to be issued in consideration thereforupon surrender of such G&M Certificate to CNIC at or promptlyfollowing the Effective Time.

### Fractional Shares.

  No certificates orscrip certificates for fractional shares of CNFC Common Stock shallbe issued.  Each Shareholder who would otherwise have beenentitled to receive a fraction of a share of CNFC Common Stock(after taking into account all certificates delivered by suchShareholder) shall receive, in lieu thereof, cash (withoutinterest) in an amount, less the amount of any withholding taxeswhich may be required thereon, equal to such fractional part of ashare of CNFC Common Stock multiplied by the CNFC Stock Price (ashereinafter defined).

### Calculation of Gooder Agency Consideration and G&MConsideration.

  The partiesacknowledge and agree that (i) aggregate value of the Gooder AgencyConsideration is equal to $895,654.00 (calculated based on $945,000less the outstanding balance, as of the Closing Date, of the GooderAgency notes payable to Thomas Hoover and Encompass), (ii) theaggregate value of the G&M Consideration is $46,647, and (iii)the per share value of the CNFC Common Stock to be issued in theMerger shall be equal to $21.477, (the “**CNFC StockPrice**”), which is the average of the closing sales pricesfor the CNFC Common Stock for the ten trading days ending on thedate prior to the date of this Agreement.

## Delivery of Cash and CNFC CommonStock Certificates; Escrow.

  Upon the surrenderby the Shareholders of the Gooder Agency Certificates and theG&M Certificates (or evidence of lost certificates pursuant toSection 2.4) to CNIC at the Closing duly endorsed for transfer oraccompanied by duly executed stock powers in form reasonablysatisfactory to CNIC, CNIC shall (i) deposit into the Escrow (ashereinafter defined), certificates representing the number ofshares of CNFC Common Stock shown on Exhibits A and B asbeing deposited into Escrow (the “**EscrowShares**”), to secure the obligations of the Shareholdersunder Article VIII below, and (ii) deliver to each Shareholdercertificates representing the balance of the aggregate shares ofCNFC Common Stock to which such Shareholder is entitled, plus theamount of cash to which such Shareholder is entitled, as set forthon Exhibits A and B.  The Escrow Shares shall be heldin and released from escrow (the “**Escrow**”) asand to the extent provided in the Escrow Agreement among CNIC, theShareholders and Pepper Hamilton LLP, as escrow agent (the“**Escrow Agent**”), in substantially the formattached hereto as Exhibit C (the “**EscrowAgreement**”).

## Failure to SurrenderCertificates.

  Until surrenderedin accordance with the provisions of this Section 2.3, the GooderAgency Certificates and G&M Certificates (collectively, the“**Certificates**”) which immediately prior to theEffective Time represented issued and outstanding shares of GooderAgency Common Stock or G&M Common Stock, respectively, shallfrom and after the Effective Time represent for all purposes onlythe right to receive the Gooder Agency Consideration or the G&MConsideration, as the case may be.

## Lost Certificates.

  If any Certificateshall have been lost, stolen or destroyed, upon the making of anaffidavit of that fact by the Person (as hereinafter defined)claiming such Certificate to be lost, stolen or destroyed and, ifreasonably required by the Surviving Corporation, the posting bysuch Person of a bond in such reasonable amount as the SurvivingCorporation may direct as indemnity against any claim that may bemade against it with respect to such Certificate, CNIC will deliverin exchange for such lost, stolen or destroyed Certificate theGooder Agency Consideration or G&M Consideration, as the casemay be.

## No Transfers.

  At or after theEffective Time, there shall be no transfers on the stock transferbooks of Gooder Agency or G&M of the shares of Gooder AgencyCommon Stock or G&M Common Stock which were outstandingimmediately prior to the Effective Time.  If, after theEffective Time, Certificates are presented to the SurvivingCorporation, they shall be cancelled and exchanged for the GooderAgency Consideration or G&M Consideration, as the case may be,pursuant to this Article II.

## Effect on CNIC CapitalStock.

  Each share ofcommon stock of GAC issued and outstanding immediately prior to theEffective Time shall, at the Effective Time, by virtue of theMerger automatically be converted into one share of common stock ofthe Surviving Corporation.

## Cancellation of Options.

  Any and alloutstanding options, warrants and other rights to purchase oracquire any shares of capital stock of Gooder Agency or G&Mexisting at the Effective Time shall be cancelled and of no furtherforce and effect.

## TransferRestrictions. 

### The shares of CNFC Common Stock (the “**MergerShares**”) to be issued to the Shareholders will not at thetime of issuance be registered under the Securities Act of 1933, asamended (the “**Securities Act**”), on the groundthat the issuance thereof in the Merger is exempt from registrationpursuant to Section 4(2) thereof and/or Regulation Dthereunder.  The parties understand that the availability ofsuch exemption is based in part upon the imposition of restrictionson the transfer of the Merger Shares, upon certain informationsupplied to CNIC by the Gooder Parties and upon the representationsof the Gooder Parties set forth in this Agreement.  The MergerShares may not be transferred except pursuant to an effectiveregistration statement under the Securities Act or an exemptionfrom such registration requirements and compliance with applicablestate securities law. The following legend will be placed on thecertificates representing the Merger Shares:

THE SHARES OF STOCKREPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS, AND SUCHSHARES MAY NOT BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPTPURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT ANDAPPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCHREGISTRATION REQUIREMENT, AND, IF AN EXEMPTION SHALL BE APPLICABLE,THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL REASONABLYACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOTREQUIRED.

### GAC may instruct CNFC’s transfer agent to place stoptransfer orders against any transfer of the Merger Shares inviolation of this Section 2.8.

## Waiver of Rights

  Gooder Agency andthe Shareholders each waives any and all preemptive rights, rightsof first refusal and other similar rights which they may have toacquire the Gooder Agency Common Stock pursuant to the terms of theShareholders Agreement dated June 26, 1986 by and among theShareholders and Gooder Agency, as amended, or any other agreementto which any of them are a party. 

# REPRESENTATIONS AND WARRANTIES OF THEGOODER PARTIES

Except as otherwisedisclosed to CNIC and GAC in a disclosure schedule delivered to itprior to the execution hereof (the “**DisclosureSchedule**”), the Gooder Parties, jointly and severally,represent and warrant to CNIC and GAC as follows:

## Organization andQualification.

  Each of GooderAgency and G&M (collectively, the“**Companies**”) is a corporation duly organized,validly existing and in good standing under the laws of theCommonwealth of Pennsylvania and has all requisite corporate powerand authority to own, lease and operate its properties and to carryon its business as now being conducted.  Each of the Companiesis duly qualified or licensed to do business and is in goodstanding in each jurisdiction in which the nature of its businessor the ownership, leasing or operation of its properties makes suchqualification or licensing necessary.  Each of the Companieshas made available to CNIC prior to the execution of this Agreementtrue and complete copies of its articles of incorporation andbylaws, and in each case as amended to the date hereof. Neither of the Companies have any Subsidiaries (as hereinafterdefined) other than Commercial National Insurance Services, aPennsylvania general partnership (“**CNIS**”), inwhich G&M owns a 50% general partnership interest (the“**CNIS Interest**”).  The CNIS Interest isowned by G&M free and clear of all liens, pledges, claims,charges, encumbrances and securities interests of any nature(collectively, “**Liens**”).

As used in this Agreement,“**Subsidiary**” means, with respect to any party,any corporation, partnership or other entity or organization,whether incorporated or unincorporated, of which (i) such party orany other Subsidiary of such party is a general partner (excludingsuch partnerships where such party or any Subsidiary of such partydoes not have a majority of the voting interest in suchpartnership) or (ii) at least a majority of the securities or otherinterests having by their terms ordinary voting power to elect amajority of the Board of Directors or others performing similarfunctions with respect to such corporation or other organization isdirectly or indirectly owned or controlled by such party or by anyone or more of its Subsidiaries, or by such party and one or moreof its Subsidiaries.

## Capitalization.

### Capitalization of Gooder Agency.  The authorizedcapital stock of Gooder Agency consists of 1,000 shares of GooderAgency Common Stock, of which 100 shares are issued and outstandingand held by the Shareholders as set forth on Exhibit Ahereto.  All of the issued and outstanding shares of GooderAgency Common Stock are duly authorized, validly issued, fully paidand non-assessable, are free of preemptive rights and were issuedin compliance with all applicable federal and state securitieslaws.  Except as set forth above or as disclosed in Section3.2(a) of the Disclosure Schedule, there are no (i) options,warrants, calls, subscriptions or other rights (including stockappreciation rights), convertible securities, agreements orcommitments of any character obligating Gooder Agency to issue,transfer or sell any shares of capital stock or other equityinterest in Gooder Agency or securities convertible into orexchangeable for such shares or equity interests, (ii) contractualobligations of Gooder Agency to repurchase, redeem or otherwiseacquire any capital stock of Gooder Agency, (iii) voting trusts orsimilar agreements to which Gooder Agency is a party with respectto the voting of the capital stock of Gooder Agency, or (iv) anyshareholder agreement, pledge, proxy, power of attorney,restriction on transfer or other agreement or instrument whichrelates to the ownership, voting or transfer of any shares ofcapital stock of Gooder Agency.

### Capitalization of G&M.  The authorized capitalstock of G&M consists of 10,000 shares of G&M Common Stock,of which 1,000 shares are issued and outstanding and held by theShareholders as set forth on Exhibit B hereto.  All ofthe issued and outstanding shares of G&M Common Stock are dulyauthorized, validly issued, fully paid and non-assessable, are freeof preemptive rights and were issued in compliance with allapplicable federal and state securities laws.  Except as setforth above or as disclosed in Section 3.2(b) of the DisclosureSchedule, there are no (i) options, warrants, calls, subscriptionsor other rights (including stock appreciation rights), convertiblesecurities, agreements or commitments of any character obligatingG&M to issue, transfer or sell any shares of capital stock orother equity interest in G&M or securities convertible into orexchangeable for such shares or equity interests, (ii) contractualobligations of G&M to repurchase, redeem or otherwise acquireany capital stock of G&M, (iii) voting trusts or similaragreements to which G&M is a party with respect to the votingof the capital stock of G&M, or (iv) any shareholder agreement,pledge, proxy, power of attorney, restriction on transfer or otheragreement or instrument which relates to the ownership, voting ortransfer of any shares of capital stock of G&M.

## Authorization and Validity ofAgreement.

  Each of theCompanies has full corporate power and authority to execute anddeliver this Agreement and to carry out its obligations under thisAgreement.  The execution, delivery and performance by each ofthe Companies of this Agreement, and the consummation by it of thetransactions contemplated hereby, have been duly authorized by itsBoard of Directors and by its shareholders, and no other corporateaction on the part of the Companies is necessary to authorize theexecution and delivery by each of the Companies of this Agreementand the consummation by it of the transactions contemplatedhereby.  This Agreement has been duly executed and deliveredby each of the Companies and is a legal, valid and bindingobligation of each of the Companies enforceable against each of theCompanies in accordance with its terms.

## No Violations; Governmental and OtherConsents and Approvals.

  The execution anddelivery of this Agreement does not, and the consummation of theMerger and the other transactions contemplated by this Agreementand compliance with the provisions of this Agreement will not,conflict with, or result in any violation of, or default (with orwithout notice or lapse of time, or both) under, or give rise to aright of termination, cancellation or acceleration of anyobligation or to loss of a benefit under, or result in the creationof any Lien, in or upon any of the properties or assets of eitherof the Companies under, (i) the articles of incorporation or bylawsof either of the Companies, (ii) any loan or credit agreement,bond, note, mortgage, indenture, lease or other contract,agreement, obligation, commitment, arrangement, understanding,instrument, permit or license applicable to either of the Companiesor their respective properties or assets or (iii) subject to thegovernmental filings and other matters referred to in the followingsentence, any statute, law, ordinance, rule or regulation,judgment, order or decree, in each case applicable to either of theCompanies or their respective properties or assets.  Noconsent, approval, order or authorization of, action by or inrespect of, or registration, declaration or filing with, anyFederal, state, local or foreign government, any court,administrative, regulatory or other governmental agency, commissionor authority or any non-governmental self-regulatory agency,commission or authority (each, a “**GovernmentalEntity**”) or any other third party is required by or withrespect to either of the Companies or any of the Shareholders inconnection with the execution and delivery of this Agreement or theconsummation of the Merger or the other transactions contemplatedby this Agreement, except for (A) the filing of the Articles ofMerger with the Secretary of State of the Commonwealth ofPennsylvania, (B) the filing of appropriate documents with therelevant authorities of other states in which Gooder Agency isqualified to do business and (C) such filings with GovernmentalEntities to satisfy the applicable requirements of federal andstate securities or “blue sky” laws.

## Financial Statements; ShareholdersEquity. 

### The Gooder Parties have made available to CNIC the unauditedfinancial statements of the Companies dated and described as setforth in Section 3.5 of the Disclosure Schedule (collectively, the“**Financial Statements**”).  The FinancialStatements in each case have been prepared based on the books andrecords of the Companies in accordance with tax accountingprinciples consistently applied throughout the periods coveredthereby and present fairly the financial condition and results ofoperations of the Companies as of the dates or periodsindicated.  The books of account and related records of eachCompany, including production reports and loss activity reportsrelating to the Accounts (as hereinafter defined) are true, correctand complete and fairly reflect, in reasonable detail, its assets,liabilities, income, expenses and transactions.  Since June30, 2002, the Companies have conducted their businesses in a mannerconsistent with past practice without a change of accounting policyor procedure.

### Gooder Agency’s net shareholders’ equity as of theClosing Date, calculated in accordance with tax accountingprinciples consistently applied in accordance with GooderAgency’s past practices used in connection with thepreparation of the Financial Statements, will be not less than$143,000.  G&M’s net shareholders’ equity asof the Closing Date, calculated in accordance with tax accountingprinciples consistently applied in accordance with G&M’spast practices used in connection with the preparation of theFinancial Statements, will be not less than $1,000.

## No UndisclosedLiabilities.

  Except for (a)liabilities and obligations incurred in the ordinary course ofbusiness since June 30, 2002, (b) liabilities and obligationsdisclosed in the Financial Statements and (c) liabilities andobligations incurred in connection with the Merger or otherwise ascontemplated by this Agreement, since June 30, 2002, neither of theCompanies has incurred any liabilities or obligations.

## Absence of CertainChanges.

  Except as otherwisedisclosed in the Disclosure Schedule or in the FinancialStatements, since June 30, 2002:

### neither of the Companies has incurred any material obligationor liability except for obligations incurred in the ordinary courseof business and not exceeding $5,000 in amount, or a commitment inexcess of three months;

### no casualty, loss or damage has occurred with respect to theassets of the Companies, whether or not the same is covered byinsurance, except for those casualties, losses or damages whichwould not, individually or in the aggregate, be reasonably expectedto exceed $5,000;

### neither of the Companies has sold, transferred, pledged,encumbered or otherwise disposed of any of its assets or anyinterest therein, or agreed to do any of the foregoing;

### neither of the Companies has written off as uncollectible anyof its accounts receivable, or written down the value of any of itsassets, except in each case in the ordinary course of businessconsistent with past practice;

### neither of the Companies has waived or released any of itsmaterial rights with respect to its business or assets or permittedany of such rights to lapse except to the extent that such actionsare in the ordinary course of business or, in the exercise of itsreasonable business judgment, are otherwise in its bestinterests;

### no executive officer or other key employee of the Companies hasleft his or her employment with either of the Companies;

### neither of the Companies has granted or is committed to grant,any salary or wage increases to any of its employees, nor is thereany previously scheduled increase to take effect after September30, 2002;

### neither of the Companies has made, or committed to make, anycapital expenditures in excess of $5,000 in the aggregate;

### there has been no payment, discharge or other satisfaction ofeither Company’s liabilities, whether direct or indirect,fixed or contingent or otherwise, other than the satisfaction, inthe ordinary course of business, of liabilities reflected on theFinancial Statements or incurred in the ordinary course of businesssince June 30, 2002;

### neither of the Companies has introduced or experienced, oranticipates any material change with respect to its business;

### none of the Gooder Parties has taken any actions which, iftaken after the date hereof, would violate Section 6.1;

### neither of the Companies has made any distributions to itsshareholders; and

### no Material Adverse Effect (as hereinafter defined), and noevent which is likely to result in a Material Adverse Effect, hasoccurred.

As used in this Agreement,“**Material Adverse Effect**” means any materialadverse change in, or material adverse effect on, the assets,business, financial condition, results of operations or prospectsof the Companies.

## Litigation.

  There is no suit,action or proceeding pending or, to the Knowledge (as hereinafterdefined) of any of the Gooder Parties, threatened against oraffecting either of the Companies, nor is there any judgment,decree, injunction, rule or order of any Governmental Entity orarbitrator outstanding against, or, to the Knowledge of any of theGooder Parties, investigation by any Governmental Entity involvingeither of the Companies.

## Agreements.

  Section 3.9 of theDisclosure Schedule lists each loan or credit agreement, bond,note, mortgage, indenture, lease or other contract, agreement,obligation, commitment, arrangement, understanding, instrument,permit or license to which either of the Companies is a party or bywhich either of the Companies or any of their properties or assetsis bound (the “**Agreements**”).  Except aslisted in Section 3.9 of the Disclosure Schedule, neither of theCompanies is a party to or otherwise bound by any agreement orcovenant not to compete or by any agreement or covenant restrictingin any material respect the development, marketing or distributionof such Company’s products or services.  Each Agreementis in full force and effect and is enforceable against GooderAgency or G&M, as the case may be and, to the Knowledge of theGooder Parties, the other parties thereto, in accordance with itsterms, except as such enforceability may be limited by applicablebankruptcy, insolvency, reorganization, moratorium or other similarlaws affecting creditors' rights generally and applicable equitableprinciples, whether considered in a proceeding at law or inequity.  Each of the Companies is in compliance with eachAgreement to which it is a party, except, in each case, for suchnon-compliance as does not (a) constitute a breach or default (oran event which, with the giving of notice or the passage of time,or both, would constitute a default) thereunder, (b) give to othersany rights of termination, acceleration, suspension, revocation,cancellation or amendment thereof or (c) cause, either individuallyor in the aggregate, a Material Adverse Effect.  To theKnowledge of the Gooder Parties, all other parties to suchAgreements are in material compliance with the terms thereof. Except as disclosed on Section 3.9 of the Disclosure Schedule, noconsent of any other party to such Agreements is required inconnection with the Merger.  All Agreements will remain valid,binding and in full force and effect following  the Merger,and no benefits or rights of any of the Companies thereunder willbe lost as a result of the Merger.

## Compliance with Laws.

  Each of theCompanies is in compliance in all material respects with allstatutes, laws, ordinances, rules, regulations, judgments, ordersand decrees of any Governmental Entity (collectively,“**Legal Provisions**”) applicable to its businessor operations.  Each of the Companies has in effect allapprovals, authorizations, certificates, filings, franchises,licenses, notices, permits and rights of or with all GovernmentalEntities, including all authorizations under Environmental Laws (ashereinafter defined) (“**Permits**”), necessary forit to own, lease or operate its properties and assets and to carryon its business and operations as now conducted.  All suchPermits are listed on Section 3.10 of the DisclosureSchedule.

## Environmental Matters.

  Except for thosematters set forth in Section 3.11 of the DisclosureSchedule:

### each of the Companies is, and has been, in compliance with allapplicable Environmental Laws (as hereinafter defined);

### during the period of ownership or operation by the Companies ofany of their currently or previously owned, leased or operatedproperties, there have been no Releases (as defined in 42 U.S.C.§9601(22)) or threatened Releases of Hazardous Material (ashereinafter defined) in, on, under or affecting such properties orany surrounding site;

### prior to the period of ownership or operation by the Companiesof any of their currently or previously owned, leased or operatedproperties, to the Knowledge of the Gooder Parties, no HazardousMaterial was generated, treated, stored, disposed of, used, handledor manufactured at, or transported or disposed of at or from, suchproperties, and there were no Releases of Hazardous Material in,on, under or affecting any such property or any surrounding site;and

### neither of the Companies has received any written notice of, orentered into or assumed by contract or operation of law anyindemnification obligation, order, settlement or decree relatingto: (i) any violation of any Environmental Laws or the institutionor pendency of any suit, action, claim, proceeding or investigationby any Governmental Entity or any third party in connection withany alleged violation of Environmental Laws, (ii) the response toor remediation of Hazardous Material at or arising from any of theCompanies’ properties or any other properties or (iii)payment for any response action relating to or remediation ofHazardous Material at or arising from any of the Companies’properties or any other properties.

The term“**Environmental Laws**” means any Federal, state orlocal, domestic or foreign, statute, law (including common law),ordinance, rule, regulation, Permit, consent, approval, license,judgment, order, decree or injunction relating to pollution or theprotection of the environment or to human health or safety,including the Release, threat of Release, generation, treatment,handling, storage, transport, disposal of or exposure to anyHazardous Materials.

The term“**Hazardous Material**” means any pollutant,contaminant, hazardous, radioactive or toxic substance, material orwaste (including petroleum, crude oil and any by-products andfractions thereof, asbestos, asbestos-containing material, medicalor infectious waste) subject to regulation under any EnvironmentalLaw.

## Pension Plans.

Except as disclosed onSection 3.12 of the Disclosure Schedule, neither of the Companiesmaintains, nor have they previously maintained, any Pension Plan(as hereinafter defined).

As used in this Agreement,the following terms have the following meanings:

“**ERISA**”shall mean the Employee Retirement Income Security Act of 1974 andall rules, regulations and orders issued thereunder, as any of thesame may be amended.

“**ERISAAffiliate**” shall mean any trade or business which,together with either of the Companies, is treated as a singleemployer under Section 4001(b)(1) of ERISA or Sections 414(b), (c),(m) or (o) of the Code.

“**PensionPlan**” shall mean any “**employee pension benefitplan**” as defined in Section 3(2) of ERISA (i) which ismaintained for past or present employees of either of the Companiesor any of their ERISA Affiliates or (ii) to which either of theCompanies or any of their ERISA Affiliates made, or was required tomake, contributions within the preceding five years, as any of thesame may be amended.

## Welfare Plans and Other BenefitPlans.

### Except as set forth on Section 3.13 of the Disclosure Schedule,neither of the Companies maintains any Welfare Plans (ashereinafter defined).  As used in this Section,“**Welfare Plan**” means any “**employeewelfare benefit plan**” as defined in Section 3(1) of ERISA(1) which is maintained for past or present employees of either ofthe Companies or any of their ERISA Affiliates or (2) to whicheither of the Companies or their ERISA Affiliates made, or wasrequired to make, contributions within the preceding five years, asany of the same may be amended.

### Section 3.13 of the Disclosure Schedule sets forth, and theGooder Parties have delivered or made available to CNFC and CNICcopies or summaries of, all pension, retirement, profit sharing,deferred compensation, stock option, employee stock ownership,severance pay, vacation, bonus, or other incentive plans, all otherwritten employee programs, and arrangements, and all other employeebenefit plans or fringe benefit plans, currently adopted,maintained by, sponsored in whole or in part by, or contributed toby either of the Companies for the benefit of employees, retirees,dependents, spouses, directors, independent contractors or otherbeneficiaries (collectively, the “**BenefitPlans**”).  All Benefit Plans are in compliance in allmaterial respects with applicable Legal Provisions and neither theexecution and delivery of this Agreement nor the consummation ofthe transactions contemplated hereby will (i) result in any payment(including, without limitation, severance, unemploymentcompensation, golden parachute, or otherwise) becoming due to anydirector or any employee under any Benefit Plan, (ii) increase anybenefits otherwise payable under any Benefit Plan, or (iii) resultin any acceleration of the time of payment or vesting of any suchbenefit.

## Employment and LaborRelations.

### Except as set forth in Section 3.14 of the Disclosure Schedule,there exist no currently binding employment, consulting, severance,termination or indemnification agreements, arrangements orunderstandings between either of the Companies and any current orformer officer, director or employee of such Company.

### Section 3.14 of the Disclosure Schedule sets forth a correctand complete list of (i) all directors and executive officers ofthe Companies, (ii) all other employees of, or consultants to theCompanies, (iii) the current job title or relationship to theCompanies of each such Person described in clauses (i) and (ii)above, (iv) the amount of compensation (including bonuses andcommissions) paid to each such Person during the calendar yearended December 31, 2001 and which each of them is expected toreceive in the year ending December 31, 2002 and (v) anyemployee benefits or perquisites available to any such Person thatare not generally available to employees of the Companies.

### Except as otherwise disclosed in Section 3.14 of the DisclosureSchedule, (i) no strike, work stoppage, contract dispute or otherlabor disturbance involving any employees of the Companiescurrently exists or, to the Knowledge of the Gooder Parties isthreatened and (ii) no investigation, action or proceeding by orbefore any Governmental Entity which relates to allegedly unfair ordiscriminatory employment or labor practices or the violation ofany Legal Provision relating to employment or labor practices ispending or, to the Knowledge of the Gooder Parties, threatenedagainst either of the Companies.

### Except as set forth in Section 3.14 of the Disclosure Schedule,each of the Companies has complied in all material respects withall Legal Provisions pertaining to the employment and terminatingof employees, the hiring and terminating of contractors andsub-contractors, and the immigration and employment of foreignnationals, including, without limitation all such Legal Provisionsrelating to labor relations, equal employment practices, fairemployment practices, entitlements, prohibited discrimination,terms and conditions of employment, wages and hours, independentcontractor classification, withholding requirements, worker'scompensation or other similar employment or hiring practices oracts, and neither of the Companies is engaged in any unfair laborpractices or is a party to any suit or pending involving aviolation or alleged violation of any of the foregoing LegalProvisions.

## Taxes.

  Except as otherwisedisclosed in Section 3.15 of the Disclosure Schedule:

### all Tax Returns (as hereinafter defined) required to be filedby the Companies for all applicable jurisdictions have beenproperly prepared and timely filed and were complete and correctwhen filed and copies of all Tax Returns of the Companies for thelast three taxable years have been provided to CNIC;

### each of the Companies has paid, or has made adequate reserveson its books for the payment of, all Taxes (as hereinafterdefined), interest, penalties, assessments and deficiencies shownto be due on such tax returns and reports or which such Company isrequired to withhold on behalf of any other Person;

### the reserves and provisions for Taxes on the books of each ofthe Companies are adequate in all material respects for all openyears and for its current fiscal period and properly classify suchTax obligations as either current or deferred;

### to the Knowledge of the Gooder Parties there are no assessmentsof any additional Taxes against either of the Companies by anyGovernmental Entity (whether or not reserved against);

### neither of the Companies is currently being audited by anyGovernmental Entity, and no such audit is pending or, to theKnowledge of the Gooder Parties, threatened;

### neither of the Companies has made any tax elections which (i)were in effect in any past year for which the time for audit hasnot expired, (ii) are currently in effect or (iii) will be ineffect at any future time;

### neither of the Companies has given any waiver or extension ofany period of limitation governing the time of assessment orcollection of any Tax;

### neither of the Companies is a party to any agreement providingfor the allocation or sharing of Taxes; and

### neither of the Companies is part of any consolidated, unitary,combined or similar affiliated group.

“**Taxes**”means any and all taxes, charges, fees, levies or otherassessments, including, without limitation, income, gross receipts,excise, real or personal property, sales, withholding, socialsecurity, occupation, use, service, value added, license, networth, payroll, profits, employment, estimated, severance, stamp,customs, duties, franchise, transfer and recording taxes, fees andcharges imposed by a Tax Authority (as hereinafter defined),whether computed on a separate consolidated, unitary, combined orany other basis; and such term shall include any interest,penalties or additional amounts attributable to, or imposed upon,or with respect to, any such taxes, charges, fees, levies or otherassessments.  “**Tax Authority**” means theInternal Revenue Service (the “**IRS**”) and anyother federal, state or local domestic or foreign governmentalauthority responsible for the administration or collection of anyTaxes.  “**Tax Returns**” means all reports,forms, declarations, statements (including estimated reports,forms, declarations, returns or statements) and other similardocuments required to be filed or delivered with respect to anyTaxes.

## Title to Properties.

### Each of the Companies has good and marketable title to, orvalid leasehold interests in, all of its properties andassets.  All such properties and assets, other than propertiesand assets in which either Company has a leasehold interest, arefree and clear of all Liens of any kind or character, except for(i) Permitted Liens (as hereinafter defined), (ii) suchimperfections of title and Liens as do not and will not materiallydetract from or interfere with the use of the properties subjectthereto or affected thereby, or otherwise materially impairbusiness operations involving such properties, and (iii) thoseLiens shown on Section 3.16 of the DisclosureSchedule.  The real properties, structures, buildings, and thematerial items of tangible personal property owned, operated, orleased by the Companies are (x) maintained properly and in goodworking condition and repair, except for depletion, depreciation,and ordinary wear and tear, (y) suitable for the uses for whichthey are currently used, and (z) free from any known structuraldefects.  “**Permitted Liens**” means (i)mechanic’s, materialmen’s and similar Liens listed inSection 3.16 of the Disclosure Schedule, and (ii) Liens fortaxes not yet due and payable.

### Each of the Companies has complied in all material respectswith the terms of all leases to which it is a party and under whichit is in occupancy or possession, and all such leases are in fullforce and effect.  Each of the Companies enjoys peaceful andundisturbed possession and unrestricted use under all suchleases.

## Accounts; Receivables.

### All of the insurance agency accounts of the Companiesincluding, without limitation, accounts for property, casualty,life, health, personal and benefit insurance with individual,business and commercial customers (the“**Accounts**”) are listed on Section 3.17 of theDisclosure Schedule.  Such Accounts have arisen in theordinary course of business consistent with past practice.

### All receivables of the Companies including accounts receivable,notes receivable and other debts owing to or accruing to theCompanies and the full benefit of all security for such accounts,notes or debts (the “**Receivables**”), as reflectedin the Financial Statements or in the books and records of theCompanies and which have arisen thereafter, have arisen only frombona fide transactions in the ordinary course of theCompany’s business and are collectible in the ordinary andusual course of the Company’s business and are or shall befully collectible when due without resort to litigation and withoutoffset or counterclaim in the aggregate face amounts thereof,except that the value of any Receivable, the collection of which isdoubtful or which is subject to a defense or set-off, has beenwritten down to an amount not in excess of realizable market valueor adequate reserves or allowances therefor have beenprovided.  The values at which Receivables are carriedreflects the accounts receivable valuation policy of each Companywhich is consistent with its past practice and in accordance withGAAP applied on a consistent basis.

## Intellectual Property.

  Each of theCompanies owns, or is validly licensed or otherwise has the rightto use (without any obligation to make any fixed or contingentpayments, including royalty payments) all patents, patentapplications, trademarks, trademark rights, trade names, trade namerights, service marks, service mark rights, copyrights and otherproprietary intellectual property rights and computer programs(collectively, “**Intellectual Property Rights**”)which are material to the conduct of the business of each of theCompanies.  Section 3.18 of the Disclosure Schedule setsforth, as of the date hereof, a list of all Intellectual PropertyRights owned by or licensed to each of the Companies, including allpatents, trademarks and applications therefor that are material tothe conduct of the business of each of the Companies.  Noclaims are pending or, to the Knowledge of the Gooder Parties,threatened that either of the Companies is infringing the rights ofany Person with regard to any Intellectual Property Right.  Tothe Knowledge of the Gooder Parties, no Person is infringing therights of either of the Companies with respect to any IntellectualProperty Right which would be reasonably expected to have aMaterial Adverse Effect.  Neither of the Companies haslicensed, or otherwise granted, to any third party any rights in orto any Intellectual Property Rights which would be reasonablyexpected to have a Material Adverse Effect.

## Insurance.

    Section 3.19of the Disclosure Schedule contains a correct and complete list ofall insurance policies maintained by each of the Companies coveringany property or asset of, or otherwise insuring each of theCompanies.  All such policies are in full force and effect,all premiums with respect thereto covering all periods up to andincluding the date as of which this representation is being madehave been paid, and no notice of cancellation or termination hasbeen received with respect to any such policy.  Such insurancepolicies are sufficient for compliance with all Legal Provisionsand of agreements to which the Companies are parties and provideinsurance coverage for the assets and operations of the Companiescomparable to that of companies similarly situated.  Neitherthe execution and delivery of this Agreement nor the consummationof the transactions contemplated hereby will conflict with, violateor result in a breach or termination of any such policy.

## Indebtedness.

  Section 3.20 of theDisclosure Schedule sets forth a complete list of all agreements,documents, instruments and securities which are currently in effectand which create, evidence or secure any indebtedness of theCompanies (exclusive of trade payables) or pursuant to which eitherof the Companies has guaranteed any indebtedness or otherobligations of any other Person or has any other contingentliability.

## Bank Accounts.

  Section 3.21 of theDisclosure Schedule sets forth a correct and complete list of thenames and locations of all banks, trust companies, savings and loanassociations and other financial institutions at which either ofthe Companies maintains accounts of any nature, the type and numberof all such accounts, the names of all persons authorized to drawthereon or make withdrawals therefrom, and the names of all personsto whom a power of attorney or similar authorization has beengranted.

## Minute Books.

  The minute books ofthe Companies have been made available to CNIC, are current andcontain true and complete copies of all resolutions adopted and allother material actions taken at all meetings of directors andShareholders and all actions by written consent since the time ofincorporation of each of the Companies through the date of thisAgreement.

## Brokers.

  None of the GooderParties has employed or retained, or has any liability to, anybroker, agent or finder on account of this Agreement or thetransactions contemplated hereby.

## Voting Requirements.

  The execution ofthis Agreement on the counterpart signature page hereof by each ofthe Shareholders is the only action required to be taken by theholders of any class or series of Gooder Agency’s orG&M’s capital stock to adopt this Agreement and approvethe Merger.

## Delivery of Documents; AccurateDisclosure.

  None of theinformation furnished or to be furnished by the Gooder Parties orany of their representatives in connection with this Agreement andnone of the representations and warranties of the Gooder Partiesset forth herein, or in any agreement, document or certificatedelivered in connection herewith, (a) is or will be false ormisleading in any material respect, (b) contains or will containany untrue statement of a material fact or (c) omits or will omitany statement of material fact necessary to make the same notmisleading.

# ADDITIONAL REPRESENTATIONS AND WARRANTIESOF THE SHAREHOLDERS

Each Shareholder,severally and not jointly, hereby represents and warrants to CNICand GAC as follows:

## Investor Status.

  The Shareholdereither (a) is an “accredited investor” as such term isdefined in Rule 501 promulgated under the Securities Act or (b) hassuch knowledge and experience in financial and business matters soas to be capable of evaluating the merits and risks of acquiringthe Merger Shares pursuant to this Agreement.  The Shareholderresides at the address shown on Exhibits A or Bhereto. 

## Restricted Securities.

  The Shareholderacknowledges that the Merger Shares have not been registered underthe Securities Act or any state securities laws and therefore theymay not be sold, hypothecated or otherwise disposed of by theShareholder unless subsequently registered under the Securities Actand applicable state securities laws or an exemption from suchregistration is available.  The Shareholder furtherunderstands that a legend will be placed on the certificatesrepresenting the Merger Shares to the effect that they have notbeen registered under the Securities Act or applicable statesecurities laws and stop transfer instructions will be placed withthe CNFC transfer agent.

## Investment Intent.

  The Shareholder (a)is acquiring the Merger Shares pursuant to the Merger solely forthe Shareholder’s own account for investment purposes and notwith a view to the resale or distribution thereof within themeaning of the Securities Act and (b) has had access to all CNFCSEC Documents (as defined below), and has had the opportunity toobtain such additional information as he deemed necessary in orderto evaluate the merits and risks inherent in acquiring and holdingthe Merger Shares.

## Title to Capital Stock.

  The Shareholder hasgood and marketable title to the shares of Gooder Agency CommonStock and G&M Common Stock owned by the Shareholder as shown onExhibits A and B hereto, free and clear of any and allLiens.  The Shareholder is not a party to or bound by anyoption, sale agreement, shareholder agreement, pledge, proxy,voting trust, power of attorney, restriction on transfer or otheragreement or instrument which relates to the ownership, voting ortransfer of any shares of Gooder Agency Common Stock or G&MCommon Stock owned by the Shareholder. 

## Authorization ofTransaction.

  The Shareholder hasthe full right, power and authority to execute and deliver thisAgreement and to perform the Shareholder’s obligationshereunder.  This Agreement constitutes the valid and legallybinding obligation of the Shareholder, enforceable against theShareholder in accordance with its terms except as enforceabilitymay be limited by bankruptcy, insolvency, reorganization,moratorium or other similar laws relating to or affectingcreditor’s rights generally, or general principles ofequity.

## No Violation.

  The Shareholder isnot a party to, subject to or bound by any agreement or anyjudgment, order, writ, prohibition, injunction or decree of anycourt or other Governmental Agency which would prevent theexecution, delivery or performance of this Agreement by theShareholder.

## No Breach, Default, Violation orConsent.

  The execution,delivery and performance by the Shareholder of this Agreement, andthe other Transaction Documents to which he is a party do not andwill not:  (a) breach or result in a default (or an eventwhich, with the giving of notice or the passage of time, or both,would constitute a default) under, require any consent under orgive to others any rights of termination, acceleration, suspension,revocation, cancellation or amendment of any contract, agreement,instrument or document to which the Shareholder is a party or bywhich the Shareholder or his or her assets are bound; (b) breach orotherwise violate any Legal Provision applicable to theShareholder, which names the Shareholder, or is directed to theShareholder or any of his or her assets; (c) result in the creationof a Lien held by any third party on any of his or her shares ofGooder Common Stock or G&M Common Stock; or (d) require anyconsent, authorization, approval, exemption or other action by, orany filing, registration or qualification with, anyPerson. 

# REPRESENTATIONS AND WARRANTIES OF CNICAND GAC

CNIC and GAC representsand warrants to the Gooder Parties as follows:

## Organization, Standing and CorporatePower.

  Each of CNIC andGAC is a corporation duly organized, validly existing and in goodstanding under the laws of the Commonwealth of Pennsylvania and hasall requisite corporate power and authority to own, lease andoperate its properties and to carry on its business as now beingconducted.  CNIC is duly qualified or licensed to do businessand is in good standing in each jurisdiction in which the nature ofits business or the ownership, leasing or operation of itsproperties makes such qualification or licensingnecessary. 

## Authorization and Validity ofAgreement.

  Each of CNIC andGAC has full corporate power and authority to execute and deliverthis Agreement, and to carry out its obligations under thisAgreement.  The execution, delivery and performance by each ofCNIC and GAC of this Agreement, and the consummation by it of thetransactions contemplated by this Agreement, have been dulyauthorized by all necessary corporate action on the part of GAC,CNIC and its sole shareholder, CNFC, and no other corporateproceedings on the part of GAC, CNIC or CNFC are necessary toauthorize this Agreement or to consummate the transactionscontemplated hereby.  This Agreement has been duly executedand delivered by each of CNIC and GAC, constitutes a legal, validand binding obligation of CNIC and GAC, enforceable against CNICand GAC in accordance with its terms.

## No Violations; Governmental Consentsand Approvals.

  The execution anddelivery of this Agreement does not, and the consummation of theMerger and the other transactions contemplated by this Agreementand compliance with the provisions of this Agreement will not,conflict with, or result in any violation of, or default (with orwithout notice or lapse of time, or both) under, or give rise to aright of termination, cancellation or acceleration of anyobligation or to loss of a benefit under, or result in the creationof any Lien upon any of the properties or assets of CNIC or GACunder (a) the articles of incorporation or bylaws of CNIC orGAC, (b) any loan or credit agreement, bond, note, mortgage,indenture, lease or other contract, agreement, obligation,commitment, arrangement, understanding, instrument, permit orlicense applicable to CNIC or GAC or their properties or assets or(c) subject to the governmental filings and other mattersreferred to in the following sentence, any (i) Legal Provisionapplicable to CNIC or GAC or their respective properties orassets.  No consent, approval, order or authorization of,action by or in respect of, or registration, declaration or filingswith, any Governmental Entity is required by or with respect toCNIC or GAC in connection with the execution and delivery of thisAgreement by CNIC or GAC or the consummation by CNIC or GAC of theMerger or the other transactions contemplated by this Agreement,except for (A) the filing with the SEC of a Form D, (B) the filingof the Articles of Merger with the Secretary of the Commonwealth ofPennsylvania and (C) such filings with Governmental Entities tosatisfy the applicable requirements of state securities or“blue sky” laws.

## Merger Shares.

  The Merger Sharesto be delivered in the Merger, when delivered in accordance withthe terms of this Agreement, will be duly authorized and validlyissued in compliance with applicable United States federal andstate Legal Provisions relating to the issuance of securities,fully paid and nonassessable, and the delivery of all such sharesis not subject to any preemptive rights.

## Securities Matters and FinancialStatements.

### CNFC has filed with the SEC, and has heretofore made availableto the Gooder Parties true and complete copies of, all forms,reports, schedules, statements and other documents required to befiled by it and its Subsidiaries since January 1, 2001 under theSecurities Exchange Act of 1934, as amended (the “**ExchangeAct**”) or the Securities Act (as such documents have beenamended since the time of their filing, collectively, the“**CNFC SEC Documents**”), which are all thedocuments (other than preliminary material) that CNFC, or anypresent or former Subsidiary of CNFC, was required to file with theSEC since such date.  As of their respective filing dates, theCNFC SEC Documents complied in all material respects with therequirements of the Exchange Act or the Securities Act, as the casemay be, and the rules and regulations of the SEC thereunderapplicable to the CNFC SEC Documents.  As of their respectivedates or, if amended, as of the date of the last such amendment,the CNFC SEC Documents, including, without limitation, anyfinancial statements or schedules included therein, did not containany untrue statement of a material fact or omit to state a materialfact required to be stated therein or necessary in order to makethe statements therein, in light of the circumstances under whichthey were made, not misleading.

### The financial statements (including the related notes) of CNFCincluded in the CNFC SEC Documents (the “**CNFC FinancialStatements**”) comply as to form in all material respectswith all applicable accounting requirements and with the publishedrules and regulations of the SEC with respect thereto, presentfairly the financial condition of CNFC and its consolidatedSubsidiaries as at the end of the periods covered thereby and theresults of its consolidated operations and the changes in itsconsolidated cash flows for the periods covered thereby, and wereprepared in accordance with generally accepted accountingprinciples (“**GAAP**”) applied on a consistentbasis throughout the periods covered thereby subject, in the caseof the unaudited interim statements, to year-end audit adjustments(which are not expected to be material) and the lack of footnotesand other presentation items.

## Absence of Certain Changes andEvents.

  Since September 30,2002, there has not been (a) any material adverse change in CNFCand its Subsidiaries taken as a whole, (b) any split, combinationor reclassification of any of CNFC’s capital stock, nor (c)any material change by CNFC in its accounting methods, principlesor practices, except as required by concurrent changes inGAAP.

## Litigation.

  There is no pendingor, to CNIC’s Knowledge, threatened action, suit or otherlegal preceding against CNFC, CNIC, GAC or any of their assets byor before any court, governmental entity or arbitrator which, ifdecided adversely to CNFC, CNIC, or GAC would have a materialadverse effect on the assets, business, results of operations,financial condition or prospects of CNFC.

## Delivery of Documents; AccurateDisclosure.

  None of theinformation furnished or to be furnished by CNIC or GAC or any oftheir representatives in connection with this Agreement and none ofthe representations and warranties of CNIC and GAC set forthherein, or in any agreement, document or certificate delivered inconnection herewith (a) is or will be false or misleading in anymaterial respect, (b) contains or will contain any untrue statementof a material fact or (c) omits or will omit any statement ofmaterial fact necessary to make the same not misleading.

# COVENANTS

## Conduct of Business by theCompanies.

  During the periodfrom the date of this Agreement to the Effective Time, each of theCompanies shall carry on their respective businesses in theordinary course consistent with past practice and in compliancewith all applicable laws and regulations and, to the extentconsistent therewith, use all reasonable efforts to preserve intactits current business organizations, keep available the services ofits current officers and employees and preserve its relationshipswith customers, suppliers, licensors, licensees, distributors andothers having business dealings with them with the intention thatits goodwill and ongoing business shall be unimpaired at theEffective Time.  Without limiting the generality of theforegoing, during the period from the date of this Agreement to theEffective Time, Gooder Agency and G&M shall not:

### (i) declare, set aside or pay any dividends on, or make anyother distributions (whether in cash, stock or property), inrespect of, any of its capital stock, (ii) split, combine orreclassify any of its capital stock or issue or authorize theissuance of any other securities in respect of, in lieu of or insubstitution for shares of its capital stock or (iii) purchase,redeem or otherwise acquire any shares of its capital stock or anyother securities thereof or any rights, warrants or options toacquire any such shares or other securities;

### issue, deliver, sell, grant, pledge or otherwise encumber orsubject to any Lien any shares of its capital stock, any othervoting securities or any securities convertible into, or anyrights, warrants or options to acquire, any such shares, votingsecurities or convertible securities.

### amend its articles of incorporation or bylaws;

### acquire or agree to acquire (i) by merging or consolidatingwith, or by purchasing assets of, or by any other manner, anyPerson or division, business or equity interest of any Person or(ii) any assets which, individually, are in excess of $5,000,except for purchases of raw materials or supplies in the ordinarycourse of business consistent with past practice;

### sell, lease, license, mortgage or otherwise encumber or subjectto any Lien or otherwise dispose of any of its properties or assets(including securitizations), except sales of inventory in theordinary course of business consistent with past practice;

### (i) except for or in connection with borrowings under existinglines of credit, incur any indebtedness for borrowed money orguarantee any such indebtedness of another Person, issue or sellany debt securities or warrants or other rights to acquire any debtsecurities of the Companies, guarantee any debt securities ofanother Person, enter into any “keep well” or otheragreement to maintain any financial statement condition of anotherPerson or enter into any arrangement having the economic effect ofany of the foregoing, except for short-term borrowings incurred inthe ordinary course of business consistent with past practice or(ii) make any loans, advances or capital contributions to, orinvestments in, any other Person;

### except for projects already approved, make or agree to make anynew capital expenditure or expenditures, or enter into anyagreement or agreements providing for payments which, individually,are in excess $5,000;

### (i) pay, discharge, settle or satisfy any claims, liabilities,obligations or litigation (absolute, accrued, asserted orunasserted, contingent or otherwise), other than the payment,discharge, settlement or satisfaction in the ordinary course ofbusiness consistent with past practice or in accordance with theirterms, of liabilities disclosed, reflected or reserved against inthe most recent Financial Statements or incurred since the date ofsuch financial statements in the ordinary course of businessconsistent with past practice, (ii) cancel any indebtedness, (iii)waive or assign any claims or rights of substantial value or (iv)waive any benefits of, or agree to modify in any respect, otherthan in the ordinary course of business, any confidentiality orsimilar agreements to which either of the Companies is aparty;

### modify, amend or terminate any material contract or agreementto which either of the Companies is a party, without the priorwritten approval of CNIC, which approval shall not be unreasonablywithheld;

### except as otherwise contemplated by this Agreement or asrequired to comply with applicable law, (i) adopt, enter into,terminate or amend in any material respect (A) any collectivebargaining agreement or Benefit Plan or (B) any other agreement,plan or policy involving either of the Companies, and one or moreof its current or former directors, officers or employees, (ii)increase in any manner the compensation, bonus or fringe or otherbenefits of, or pay any bonus to, any current or former officer,director or employee (except for normal increases of cashcompensation or cash bonuses in the ordinary course of businessconsistent with past practice that, in the aggregate, do notmaterially increase benefits or compensation expenses of either ofthe Companies), (iii) pay any benefit or amount not required underany Benefit Plan or any other benefit plan or arrangement of eitherof the Companies as in effect on the date of this Agreement, (iv)increase in any manner the severance or termination pay of anycurrent or former director, officer or employee, (v) enter into oramend any employment, deferred compensation, consulting, severance,termination or indemnification agreement, arrangement orunderstanding with any current or former employee, officer ordirector without the prior written approval of CNIC, which approvalshall not be unreasonably withheld, (vi) grant any awards under anybonus, incentive, performance or other compensation plan orarrangement or Benefit Plan (including the grant of stock options,“phantom” stock, stock appreciation rights,“phantom” stock rights stock based or stock relatedawards, performance units or restricted stock or the removal ofexisting restrictions in any Benefit Plans or agreements or awardsmade thereunder), (vii) take any action to fund or in any other waysecure the payment of compensation or benefits under any employeeplan, agreement, contract or arrangement or Benefit Plan or (viii)take any action to accelerate the vesting of payment of anycompensation or benefit under any Benefit Plan;

### except as otherwise contemplated by this Agreement, enter intoany agreement in excess of $5,000 or for a term of longer thanthree months, other than contracts in the ordinary course ofbusiness;

### make any material tax election or, except as required by GAAP,make any change in accounting methods, principles orpractices;

### transfer or license to any Person or otherwise extend, amend ormodify any rights to the Intellectual Property Rights of theCompanies, except in the ordinary course of business;

### adopt a plan of complete or partial liquidation or resolutionsproviding for or authorizing such liquidation or a dissolution,merger, consolidation, restructuring, Recapitalization or otherreorganization; or

### authorize any of, or commit or agree to take any of, theforegoing actions.

## Advice of Changes.

  The Gooder Parties,on one hand, and CNIC and GAC on the other, shall promptly advisethe other orally and in writing of (a) any representation orwarranty made by it contained in this Agreement that has becomeuntrue or inaccurate in any respect, (b) the failure of it tocomply with or satisfy in any material respect any covenant,condition or agreement to be complied with or satisfied by it underthis Agreement and (c) the occurrence of a Material Adverse Effect;provided, however, that no such notification shall affect therepresentations, warranties, covenants or agreements of the parties(or remedies with respect thereto) or the conditions to theobligations of the parties under this Agreement.

## No Solicitation.

### From and after the date of this Agreement, the Gooder Partiesshall not, nor shall they authorize or permit any of theirrespective officers, directors, employees or agents andrepresentatives, including without limitation, any investmentbanker, financial advisor, attorney, accountant or other advisor orrepresentative retained by any of them (the Gooder Parties, theirrespective officers, directors, employees, agents andrepresentatives being the “**GooderRepresentatives**”) to, directly or indirectly throughanother Person, (i) solicit, initiate or encourage, any inquiriesor the making of a proposal which constitutes, or may reasonably beexpected to lead to, any Acquisition Proposal (as hereinafterdefined), (ii) participate in any discussions or negotiations, orfurnish any information or data to any third party, regarding anyAcquisition Proposal, or (iii) enter into any agreement withrespect to any Acquisition Proposal or approve any AcquisitionProposal.

“**AcquisitionProposal**” shall mean any bona fide proposal, whether inwriting or otherwise, made by a third party to acquire beneficialownership (as defined in Rule 13d-3 under the Exchange Act) of allor a material portion of the assets of, or any material equityinterest in, Gooder Agency or G&M pursuant to a merger,consolidation or other business combination, sale of shares ofcapital stock, sale of assets, tender offer or exchange offer orsimilar transaction involving Gooder Agency or G&M including,without limitation, any single or multi-step transaction or seriesof related transactions which is structured to permit such thirdparty to acquire beneficial ownership of any material portion ofthe assets of, or any material portion of the equity interest in,Gooder Agency or G&M (other than the transactions contemplatedby this Agreement).

### The Gooder Parties immediately shall advise CNIC orally and inwriting of the receipt of any request for information or of anyAcquisition Proposal, or any inquiry with respect to or which couldreasonably be expected to lead to any Acquisition Proposal.

## Notices and Consents.

  Gooder Agency andG&M shall give any notices to third parties, and will use itsreasonable efforts to obtain any third-party consents, that may berequired in connection with the transactions contemplated by thisAgreement.

## Access to Information.

  Gooder Agency andG&M will afford to the officers, employees, accountants,counsel and other authorized representatives of CNIC full andcomplete access, during normal business hours throughout the periodprior to the Effective Time or the date of termination of thisAgreement and upon reasonable advance notice, to its personnelplants, properties, contracts, commitments, books and records(including, without limitation, Tax Returns) and shall use itsreasonable best efforts to cause its representatives to furnishpromptly to CNIC such additional financial and operating data andother information as to its respective businesses and properties asCNIC or its duly authorized representatives may from time to timereasonably request.  No investigation by CNIC shall diminishany of the representations, warranties, covenants or agreements ofthe Gooder Parties under this Agreement. 

## Confidentiality.

### As used in this Section, the “**ConfidentialInformation**” of a party shall mean all informationconcerning or related to the business, operations, financialcondition or prospects of such party or any of its Affiliates (ashereinafter defined), regardless of the form in which suchinformation appears and whether or not such information has beenreduced to a tangible form, and shall specifically include (i) allinformation regarding the officers, directors, employees, equityholders, customers, suppliers, distributors, sales representativesand licensees of such party and its Affiliates, in each casewhether present or prospective, (ii) all inventions, discoveries,trade secrets, processes, techniques, methods, formulae, ideas andknow-how of such party and its Affiliates and (iii) all financialstatements, audit reports, budgets and business plans or forecastsof such party and its Affiliates; provided, that the ConfidentialInformation of a party shall not include (A) information which isor becomes generally known to the public through no act or omissionof the other party and (B) information which has been or hereafteris lawfully obtained by the other party from a source other thanthe party to whom such Confidential Information belongs (or any ofits Affiliates or their respective officers, directors, employees,equity holders or agents) so long as, in the case of informationobtained from a third party, such third party was or is not,directly or indirectly, subject to an obligation of confidentialityowed to the party to whom such Confidential Information belongs orany of its Affiliates at the time such Confidential Information wasor is disclosed to the other party. 

### Except as otherwise permitted by subsection (c) below, eachparty agrees that it will not, without the prior written consent ofthe other party, disclose or use for its own benefit anyConfidential Information of the other party.

### Notwithstanding subsection (b) above, each of the parties shallbe permitted to:

#### disclose Confidential Information of the other party to itsofficers, directors, employees, equity holders, lenders, agents,accountants, attorneys and Affiliates, but only to the extentreasonably necessary in order for such party to perform itsobligations and exercise its rights and remedies under thisAgreement, and such party shall take all such action as shall benecessary or desirable in order to ensure that each of such Personsmaintains the confidentiality of any Confidential Information thatis so disclosed;

#### make additional disclosures of or use for its own benefitConfidential Information of the other party, but only if and to theextent that such disclosures or use are specifically contemplatedby this Agreement; and

#### disclose Confidential Information of the other party to theextent, but only to the extent, required by Legal Provisions;provided, that prior to making any disclosure pursuant to thissubparagraph, the party required to make such disclosure (the“**Disclosing Party**”) shall notify the other party(the “**Affected Party**”) of the same, and theAffected Party shall have the right to participate with theDisclosing Party in determining the amount and type of ConfidentialInformation of the Affected Party, if any, which must be disclosedin order to comply with Legal Provisions.

## Reasonable Efforts.

  Upon the terms andsubject to the conditions set forth in this Agreement, each of theparties agrees to use its reasonable efforts to take, or cause tobe taken, all actions, and to do, or cause to be done, and toassist and cooperate with the other parties in doing, all thingsnecessary, proper or advisable to consummate and make effective, inthe most expeditious manner practicable, the Merger and the othertransactions contemplated by this Agreement.  Without limitingthe generality of the foregoing, the parties agree to take allresponsible actions necessary in order to (a) obtain any consent orapproval of any third party, including without limitation anyGovernmental Entity, which is required in connection with thisAgreement or any of the transactions contemplated hereby and (b)comply with the requirements of federal and state securities andBlue Sky laws with respect to the Merger Shares to be issuedpursuant to this Agreement.

## Public Announcements.

  CNIC and the GooderParties will consult with each other before issuing, and give eachother the opportunity to review and comment upon, any press releaseor other public statements with respect to the transactionscontemplated by this Agreement, including the Merger, and shall notissue any such press release or make any such public statementprior to such consultation, except as may be required by applicablelaw, court process or by obligations pursuant to any listingagreement with any national securities exchange or nationalsecurities quotation system.  Any consultation or otheragreement of the parties in connection with this Section 6.8 shallbe conducted in a reasonably prompt manner so as to enable theparties to meet their respective, reasonably determined deadlinesfor making any such press releases or other publicannouncements.

## Non-CompetitionCovenant.

  For a period of two(2) years from the Closing Date and except as otherwise expresslypermitted by any other Transaction Document, each of theShareholders shall not do any of the following, directly orindirectly, without the prior written consent of the SurvivingCorporation:

### within any area in which the Surviving Corporation is doing asubstantial amount of business, directly or indirectly, own,manage, operate, control, be employed by or participate in theownership, management, operation or control of, or be connected inany manner with, any business of the type and character engaged inby, and directly competitive with the business of, the SurvivingCorporation; provided, that this Section 6.9(a) shall not restrictGeorge S. Mary and Diane B. Mary from owning and operating Mary andGooder, Ltd.;

### directly or indirectly cause or attempt to cause any employeeof the Surviving Corporation or any associated or affiliatedcompany to leave his or her employer;

### in any way interfere with the relationship between theSurviving Corporation and any employee of the SurvivingCorporation;

### directly or indirectly hire any employee of the SurvivingCorporation to work for any business of which any of theShareholder is an officer, director, employee, consultant,independent contractor or owner of an equity or other financialinterest; or

### directly or indirectly contact or solicit any customers,suppliers, representatives, brokers or others having a materialrelationship with the Surviving Corporation for the purpose ofdiverting any existing or future business of such customer,suppliers, representative or broker to a competing business.

# CLOSING CONDITIONS

## Conditions to Obligations of CNIC andGAC.

  The obligations ofCNIC and GAC to effect the Merger is further subject to thesatisfaction (or waiver by CNIC and GAC) on or prior to the ClosingDate of the following conditions:

### Representations and Warranties.  Therepresentations and warranties of the Gooder Parties contained inthis Agreement shall be true and correct in all material respectsas of the Closing Date as though made on the ClosingDate. 

###   Performance of Obligations.  The GooderParties shall have performed in all material respects allobligations required to be performed by them under this Agreementat or prior to the Closing Date.

### Consents and Approvals.  All authorizations,approvals or consents required to be obtained by the Gooder Partiesto permit the consummation of the Merger and the other transactionscontemplated hereby shall have been obtained and be in full forceand effect.

### Litigation.  There shall be no pending orthreatened action by or before any Governmental Entity orarbitrator seeking to restrain, prohibit or invalidate any of thetransactions contemplated hereby or seeking monetary relief againstCNFC, CNIC or GAC by reason of the consummation of suchtransactions, and there shall not be in effect any Legal Provisionwhich has such effect. 

### No Material Adverse Effect.  No event shall haveoccurred and no condition shall exist which constitutes or, withthe giving of notice or the passage of time, or both, is likely toconstitute, a Material Adverse Effect.

### Officer's Certificate.  Each of Gooder Agency andG&M shall have delivered to CNIC and GAC a certificate of itsPresident dated the Closing Date and certifying that each of theconditions specified in subsections (a), (b), (c), (d) and (e)above have been met.

### Secretary's Certificate.  Each of Gooder Agency andG&M shall have delivered to CNIC and GAC a certificate of itsSecretary dated the Closing Date and certifying (i) that correctand complete copies of its charter and by-laws are attachedthereto, (ii) that correct and complete copies of each resolutionof its board of directors and stockholders approving this Agreementand authorizing the execution hereof and the consummation of thetransactions contemplated hereby are attached thereto and (iii) theincumbency and signatures of the officers of Gooder Agency andG&M authorized to execute and deliver this Agreement, theArticles of Merger and the other documents and agreements to whichGooder Agency and G&M is a party on behalf of Gooder Agency andG&M.

### Good Standing Certificate.  Each of Gooder Agencyand G&M shall have delivered to CNIC and GAC a certificate ofthe Secretary of State of the Commonwealth of Pennsylvania, datedas of a recent date, as to the legal existence and good standing ofGooder Agency and G&M.

### Opinion of Counsel.  The Gooder Parties shall havedelivered to CNIC and GAC an opinion of Mears & Smith dated theClosing Date and in form and substance satisfactory to CNFC.

### No Registration of Securities.  The issuance of theMerger Shares shall be exempt from the registration requirements ofthe Securities Act and applicable state securities laws.

### Employment Agreements.  Employment agreementsbetween the Surviving Corporation and each of Stephen Gooder,Thomas Hoover, and Robert Sten, each dated as of the Closing Dateand in substantially the forms of Exhibits D, E and F, shallhave been executed and delivered by the parties thereto (the“**Employment Agreements**”).

### Articles of Merger.  Gooder Agency and G&M haveexecuted and delivered the Articles of Merger.

### Lease.  Stephen and Janice Gooder, as lessor, shallhave executed and delivered to the Surviving Corporation, aslessee, the lease agreement for the real property located at 232North Market Street, Ligonier, Pennsylvania, in the form ofExhibit G hereto (the “**Lease**”).

### Other Transaction Documents.  The Shareholders andany other parties thereto (other than CNIC and GAF) shall haveexecuted and delivered to CNFC and GAC the Escrow Agreement(together with this Agreement, the Employment Agreements, the Leaseand the Articles of Merger, the “**TransactionDocuments**”).

### Appraisal Rights.  None of the Shareholders shallhave taken any action to exercise or perfect their appraisal rightsunder the BCL in connection with the Merger.

### Debt Repayment.  Gooder Agency shall have paid 25%of the outstanding balance, as of the day prior to the ClosingDate, of its note to Thomas Hoover.

## Conditions to Obligation of theGooder Parties.

  The obligation ofthe Gooder Parties to effect the Merger is further subject to thesatisfaction or waiver on or prior to the Closing Date of thefollowing conditions:

### Representations and Warranties.  Therepresentations and warranties of CNIC and GAC contained in thisAgreement shall be true and correct in all material respects, as ofthe Closing Date as though made on the Closing Date.

### Performance of Obligations.  CNIC and GAC shallhave performed in all material respects all obligations required tobe performed by them under this Agreement at or prior to theClosing Date.

### Consents and Approvals.  All authorizations,approvals or consents required to be obtained by CNIC and GAC topermit the consummation of the Merger and the other transactionscontemplated hereby shall have been obtained and be in full forceand effect.

### Litigation.  There shall be no pending orthreatened action by or before any Governmental Entity orarbitrator seeking to restrain, prohibit or invalidate any of thetransactions contemplated hereby or by any of the other TransactionDocuments or seeking monetary relief against any of the GooderParties by reason of the consummation of such transactions, andthere shall not be in effect any Legal Provision which has sucheffect. 

### Officer's Certificate.  Each of CNIC and GAC shallhave delivered to the Gooder Parties a certificate of its Presidentdated the Closing Date and certifying that each of the conditionsspecified in subsections (a), (b), (c), and (d) above have beenmet.

### Secretary's Certificate.  Each of CNIC and GACshall have delivered to the Gooder  Parties a certificate ofits Secretary dated the Closing Date and certifying (i) thatcorrect and complete copies of its charter and by-laws are attachedthereto, (ii) that correct and complete copies of each resolutionof its board of directors and shareholders approving this Agreementand authorizing the execution hereof and the consummation of theMerger and the other transactions contemplated hereby are attachedthereto and (iii) the incumbency and signatures of its officersauthorized to execute and deliver this Agreement, the Articles ofMerger and the other documents and agreements to which it is aparty on its behalf.

### Good Standing Certificate.  Each of CNIC and GACshall have delivered to the Gooder Parties a certificate of theSecretary of State of Commonwealth of Pennsylvania dated as of arecent date, as to its legal existence and good standing.

### Opinion of Counsel.  CNIC and GAC shall havedelivered to the Gooder Parties an opinion of Pepper Hamilton LLPdated the Closing Date and in form and substance satisfactory tothe Gooder Parties.

### Other Transaction Documents.  CNIC, GAC and anyother parties thereto (other than the Gooder Parties) shall haveexecuted and delivered to the Gooder Parties the Escrow Agreementand the other Transaction Documents to which they are parties.

## Frustration of ClosingConditions.

  Neither GooderAgency nor G&M nor CNIC nor GAC may rely on the failure of anycondition set forth in Section 7.1 or 7.2, as the case may be, tobe satisfied if such failure was caused by such party’sfailure to use reasonable efforts to consummate the Merger and theother transactions contemplated by this Agreement, as required byand subject to Section 6.7.

# INDEMNIFICATION

## Survival of Representations andWarranties.

  The representationsand warranties of the Gooder Parties contained in Articles III andIV shall survive the Closing.

## Indemnification.

  The Shareholders,jointly and severally, shall indemnify CNIC, GAC  and theirAffiliates and their respective officers, directors, employees,agents, and representatives (the “**IndemnifiedParties**”) against, and agree to hold the IndemnifiedParties harmless from, any and all liabilities, losses, costs,claims, damages (including consequential damages), penalties andexpenses (including attorneys’ fees and expenses and costs ofinvestigation and litigation) (“**Losses**”)incurred or suffered by them relating to or arising out of or inconnection with any of the following:

(a)        any breach of or any inaccuracy in any representation or warrantymade by any of the Gooder Parties in this Agreement, theTransaction Documents or any other document delivered at theClosing;

(b)        any breach of or failure by any of the Gooder Parties to performany covenant or obligation of such parties set out or contemplatedin this Agreement, the other Transaction Documents or any otherdocument delivered at the Closing; and

(c)        except to the extent reserved for or otherwise accrued (excludingreserves for deferred Taxes) on the Financial Statements, any andall Taxes of the Gooder Parties that accrued or that relate to aperiod ending on or prior to the Effective Date, including but notlimited to (i) any Taxes imposed on the Gooder Parties as a resultof the Merger, (ii) any Losses of Gooder Agency or G&M underany Tax allocation, sharing, indemnification or similararrangement, whether or not written, (iii) any Losses resultingfrom the termination of Gooder Agency or G&M as a member of anyconsolidated, affiliated, combined, unitary or other similar Taxgroup, or (iv) any Taxes imposed on Gooder Agency or G&M underTreasury Regulation Section 1.1502-6 or any analogous state, localor foreign Tax provision, as a result of being a member of aconsolidated, affiliated, combined, unitary or other similar Taxgroup for any taxable period commencing before the Closing Date (ineach case without regard to any information provided on theDisclosure Schedule or otherwise disclosed or made available to,whether in writing or otherwise, or known by, any IndemnifiedParty). 

## Claims.

  The provisions ofthis Section 8.3 shall be subject to Section 8.4.  Assoon as is reasonably practicable after becoming aware of aclaim for indemnification under this Agreement, the IndemnifiedParty claiming indemnification shall promptly give notice to theShareholders and the Escrow Agent of such claim and the amount theIndemnified Party will be entitled to receive hereunder from theIndemnifying Parties; provided, however that thefailure of the Indemnified Party to give notice shall not relievethe Indemnifying Parties of their obligations under this ArticleVIII, except to the extent (if any) that the Indemnifying Partiesshall have been prejudiced thereby.  If the IndemnifyingParties do not object in writing to such indemnification claimwithin 30 calendar days of receiving notice thereof, theIndemnified Party shall be entitled to recover from theIndemnifying Party and the Escrow Agent within five Business Daysafter such 30 day period, the amount of such claim (but suchrecovery shall not limit the amount of any additionalindemnification to which the Indemnified Party may be entitledpursuant to Section 8.2 or 8.3). If the Indemnifying Parties agreethat they have an indemnification obligation, but object in writingthat they are obligated to pay only a lesser amount, theIndemnified Party shall nevertheless be entitled to recover fromthe Indemnifying Parties and the Escrow Agent within five BusinessDays of the receipt of such objection, the lesser amount, withoutprejudice to the Indemnified Party’s claim for thedifference.

## Notice ofThird Party Claims; Assumption of Defense.

  The IndemnifiedParty shall give notice as promptly as is reasonably practicable tothe Indemnifying Parties and the Escrow Agent of the assertion ofany claim, or the commencement of any suit, action or proceeding,by any person not a party hereto in respect of which indemnity maybe sought under this Agreement; provided, howeverthat the failure of the Indemnified Party to give notice shall notrelieve the Indemnifying Parties of their obligations under thisArticle VII, except to the extent (if any) that the IndemnifyingParties shall have been prejudiced thereby.  The IndemnifyingParties may, at their own expense participate in the defense ofanyclaim, suit, action orproceeding, provided, however that (i) theIndemnifying Parties’ counsel is reasonably satisfactory tothe Indemnified Person, and (ii) the Indemnifying Parties shallthereafter consult with the Indemnified Party upon the IndemnifiedParty’s reasonable request for such consultation from time totime with respect to such claim, suit, action or proceeding. If the Indemnifying Parties assume such defense, the IndemnifiedParty shall have the right (but not the obligation) to participateas counsel of record in the defense thereof and to employ counsel,at its own expense, separate from the counsel employed by theIndemnifying Parties.  If, however, the Indemnified Partiesreasonably determine in their judgment that representation by theIndemnifying Parties’ counsel of both the IndemnifyingParties and the Indemnified Party would present such counsel with aconflict of interest, then such Indemnified Party may employseparate counsel to represent or defend it in any such claim,action, suit or proceeding, and the Indemnifying Parties shall paythe fees and disbursements of such separate counsel.  Whetheror not the Indemnifying Parties choose to defend or prosecute anysuch claim, suit, action or proceeding, all of the parties heretoshall cooperate in the defense or prosecution thereof.

## Settlement or Compromise.

  Any settlement orcompromise made or caused to be made by the Indemnified Partyor the Indemnifying Parties, as the case may be, of any such claim,suit, action or proceeding of the kind referred to in Section 8.4shall also be binding upon the Indemnifying Parties or theIndemnified Party, as the case may be, in the same manner as if afinal judgment or decree had been entered by a court of competentjurisdiction in the amount of such settlement or compromise;provided, however that no obligation, restriction orLoss shall be imposed on the Indemnified Party as a result of suchsettlement without its prior written consent.  The partydefending the claim shall give the other party at least 30 calendardays’ notice of any proposed settlement or compromise of anyclaim, suit, action or proceeding it is defending, during whichtime the other party may reject such proposed settlement orcompromise; provided, however that from and aftersuch rejection, the other party shall be obligated to assume thedefense of and full and complete liability and responsibility forsuch claim, suit, action or proceeding and shall be responsible forany and all Losses in connection therewith in excess of the amountof the proposed settlement amount.

## Failureof Indemnifying Person to Act.

  In the event thatthe Indemnifying Parties do not elect to assume the defense ofany claim, suit, action or proceeding, then any failure of theIndemnified Party to defend or to participate in the defense of anysuch claim, suit, action or proceeding or to cause the same to bedone, shall not relieve the Indemnifying Parties of theirobligations hereunder.

## Escrow.

  If during theduration of the Escrow Agreement, an Indemnified Party is entitledto receive an indemnification amount from the Shareholders pursuantto this Agreement,such amount shallbe satisfied to the extent possible by a transfer to theIndemnified Party by the Escrow Agent of a portion of the EscrowShares, pursuant to the Escrow Agreement. The number of shares ofCNFC Common Stock to be transferred by the Escrow Agent to theIndemnified Party shall be based on a value of per share equal tothe CNFC Stock Price.  Pursuant to the Escrow Agreement, theremaining balance of the Escrow Shares shall be released to theShareholders on the first anniversary of the Closing Date (the“**Escrow Termination Date**”), except if and to theextent claims have been asserted by CNFC against the Shareholders,in which case an appropriate portion of the Escrow Shares shallremain in Escrow until such claims are finally resolved.

# TERMINATION AND EXPENSES

## Termination.

  This Agreement maybe terminated at any time prior to the Effective Time:

### by mutual agreement of CNIC and Gooder Agency;

### by either CNIC or Gooder Agency if the Merger shall not havebeen consummated by December 31, 2002 for any reason; provided,however, that the right to terminate this Agreement under thisSection 9.1(b) shall not be available to any party whose action orfailure to act has been a principal cause of or resulted in thefailure of the Merger to be consummated on or before suchdate;

### by the Gooder Parties, if CNIC or GAC shall have breached orfailed to perform any of its representations, warranties, covenantsor agreements set forth in this Agreement, which breach or failureto perform (i) would give rise to the failure of a condition setforth in Section 7.2(a) or 7.2(b), and (ii) is incapable of beingcured by CNFC or CNIC within 30 calendar days following receipt ofwritten notice of such breach or failure to perform from the GooderParties; or

### by CNIC, if any of the Gooder Parties shall have breached orfailed to perform any of its representations, warranties, covenantsor agreements set forth in this Agreement, which breach or failureto perform (i) would give rise to the failure of a condition setforth in Section 7.1(a) or 7.1(b), and (ii) is incapable of beingcured by the Gooder Parties within 30 calendar days followingreceipt of written notice of such breach or failure to perform fromCNFC.

## Effect of Termination.

  In the event oftermination of  this Agreement by either the Gooder Parties orCNIC as provided in Section 9.1, this Agreement shall forthwithbecome void and have no effect, without any liability or obligationon the part of CNIC, GAC or the Gooder Parties, except to theextent that such termination results from the breach by a partyhereto of any of its representations, warranties or covenants setforth in this Agreement; and except to the extent that suchtermination results from the willful and material breach by a partyof any of its representations, warranties, covenants or agreementsset forth in this Agreement.

## Expense.

### Subject to paragraphs (b) and (c) below, whether or not theMerger is consummated, all costs and expenses incurred inconnection with this Agreement and the transactions contemplatedhereby (including, without limitation, the fees and expenses ofadvisers, accountants and legal counsel) shall be paid by the partyincurring such expense.

### In the event that CNIC shall terminate this Agreement pursuantto Section 9.1(d), the Gooder Parties shall reimburse CNICand GAC for all reasonable out-of-pocket fees and expenses incurredby CNIC and GAC in connection with this Agreement and thetransactions contemplated hereby (including, without limitation,the fees and expenses of its advisors, accountants and legalcounsel).

### In the event that Gooder Agency shall terminate this Agreementpursuant to Section 9.1(c), CNIC shall reimburse the GooderParties for all reasonable out-of-pocket fees and expenses incurredby the Gooder Parties in connection with this Agreement and thetransactions contemplated hereby (including, without limitation,the fees and expenses of its advisors, accountants and legalcounsel).

# GENERAL PROVISIONS

## Amendment.

  This Agreement maybe amended by the parties hereto at any time by an instrument inwriting signed by each of the parties hereto.

## Extension; Waiver.

  At any time priorto the Effective Time, the parties may (a) extend the time for theperformance of any of the obligations or other acts of the otherparties, (b) waive any inaccuracies in the representations andwarranties contained herein or in any document delivered pursuanthereto or (c) subject to the provisions of Section 8.3, waivecompliance with any of the agreements or conditions containedherein.  Any agreement on the part of a party to any suchextension or waiver shall be valid only if set forth in aninstrument in writing signed on behalf of such party.  Thefailure of any party to this Agreement to assert any of its rightsunder this Agreement or otherwise shall not constitute a waiver ofsuch rights.

## Notices.

  All notices,requests, claims, demands and  other communications hereundershall be in writing and shall be deemed given if deliveredpersonally, telecopied (which is confirmed) or sent by overnightcourier (providing proof of delivery) to the parties at thefollowing addresses (or at such other address for a party as shallbe specified by like notice):
| if to CNIC or GAC,to:

Commercial NationalInvestment Corporation

900 LigonierStreet

P.O. Box 429

Latrobe, PA 15650

Attention: President

Facsimile No.:  (724)532-2973                                                                                                                                                                                                                            |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| With a copy to:

Pepper HamiltonLLP

One Mellon BankCenter

500 GrantStreet

Pittsburgh, PA 15219

Attn:     David J. Lowe,Esq.

Facsimile No.:  (412)281-0717                                                                                                                                                                                                                         |
| if to Gooder Agency,G&M or the Shareholders:

c/o Stephen R.Gooder

Gooder Agency,Inc.

232 North MarketStreet

Ligonier, PA 15658

FacsimileNo.:  (724) 238-0160                                                                                                                                                                                                                                      |
| with a copy to:

Scott O. Mears

Mears &Smith

127 N. MainStreet

Greensburg, PA 15601

FacsimileNo.:                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                      |

## Definitions.

  For purposes ofthis Agreement:

### an “**Affiliate**” of any Person meansanother Person that directly or indirectly, through one or moreintermediaries, controls, is controlled by, or is under commoncontrol with, such first Person;

### “**Knowledge**” of any Person that is notan individual means, with respect to any matter in question, theknowledge of such person’s directors, executive officers andother officers having primary responsibility for such matter, ineach case as has been obtained or should have been obtained in theconduct of their duties in the ordinary course following reasonableinquiry with respect to such matters; and

### “**Person**” means an individual,corporation, partnership, joint venture, association, trust,unincorporated organization or other entity.

## Counterparts; Facsimile.

  This Agreement maybe executed in one or more counterparts (including by facsimilesignature), all of which shall be considered one and the sameagreement and shall become effective when one or more counterpartshave been signed by each of the parties and delivered to the otherparties.

## Entire Agreement.

  This Agreementconstitutes the entire agreement, and supersedes all prioragreements and understandings, both written and oral, among theparties with respect to the subject matter of thisAgreement.

## Governing Law.

  This Agreementshall be governed by, and construed in accordance with, the laws ofthe Commonwealth of Pennsylvania, regardless of the laws that mightotherwise govern under applicable principles of conflicts of lawsthereof.

## Assignment.

  Neither thisAgreement nor any of the rights, interests or obligations hereundershall be assigned, in whole or in part, by operation of law orotherwise by any of the parties without the prior written consentof the other parties.  This Agreement shall be binding upon,inure to the benefit of, and be enforceable by, the parties andtheir respective successors and assigns.

## Enforcement.

  The parties agreethat irreparable damage would occur and that the parties would nothave any adequate remedy at law in the event that any of theprovisions of this Agreement were not performed in accordance withtheir specific terms or were otherwise breached.  It isaccordingly agreed that the parties shall be entitled to aninjunction or injunctions to prevent breaches of this Agreement andto enforce specifically the terms and provisions of this Agreementin any Federal court located in the Western District ofPennsylvania or in any state court in the Western District ofPennsylvania, this being in addition to any other remedy to whichthey are entitled at law or in equity.  In addition, each ofthe parties hereto (a) consents to submit itself to the personaljurisdiction of any Federal court located in the Western Districtof Pennsylvania or of any state court located in the WesternDistrict of Pennsylvania in the event any dispute arises out ofthis Agreement or the transactions contemplated by this Agreement,(b) agrees that it will not attempt to deny or defeat such personaljurisdiction by motion or other request for leave from any suchcourt and (c) agrees that it will not bring any action relating tothis Agreement or the transactions contemplated by this Agreementin any court other than a Federal court located in the WesternDistrict of Pennsylvania or a state court located in the WesternDistrict of Pennsylvania.

## Severability.

  If any term orother provision of this Agreement is invalid, illegal or incapableof being enforced by any rule of law or public policy, all otherconditions and provisions of this Agreement shall neverthelessremain in full force and effect.  Upon such determination thatany term other provision is invalid, illegal or incapable of beingenforced, the parties hereto shall negotiate in good faith tomodify this Agreement so as to effect the original intent of theparties as closely as possible to the fullest extent permitted byapplicable law in an acceptable manner to the end that thetransactions contemplated hereby are fulfilled to the extentpossible.

[SIGNATURE PAGESFOLLOW]

IN WITNESS WHEREOF, theparties have caused this Agreement to be signed by their respectiveofficers thereunto duly authorized, all as of the date firstwritten above.

COMMERCIAL NATIONALINVESTMENT CORPORATION

By:/s/ Louis T.Steiner

Name:           Louis T. Steiner

Title:           President   

GOODER ACQUISITIONCORP.

By:/s/ Stephen R.Gooder

Name:           Stephen R. Gooder

Title: President andCEO

GOODER AGENCY,INC.

By:/s/ Stephen R.Gooder

Name:           Stephen R. Gooder

Title:President

GOODER & MARY,INC.

By:/s/ Stephen R.Gooder

Name:           Stephen R. Gooder

Title:President

[SIGNATURESCONTINUED ON NEXT PAGE]

SHAREHOLDERS:

/s/ Stephen R.Gooder                                                       

Stephen R.Gooder

/s/ Janice F.Gooder                                                        Janice F. Gooder

/s/ S. RandallGooder                                                       

S. RandallGooder

/s/ Thomas G.Hoover                                                       

Thomas G.Hoover

/s/ George S.Mary                                                       

George S. Mary

/s/ Diane B.Mary                                                       Diane B. Mary