Mutual Release and Non-Disparagement Agreement

THIS MUTUAL RELEASE AND NON-DISPARAGEMENT AGREEMENT (the“Release”) is made and shall be effective as ofthe 28th day of January, 2004 (the “Effective Date”) byand between LOUIS T. STEINER (“Executive”) andCOMMERCIAL BANK OF PENNSYLVANIA f/k/a Commercial National Bank ofPennsylvania (the “Bank”).

WHEREAS, Executive is employed by the Bank pursuant to the termsof an Employment Agreement dated July 1, 2003 between the Bank andExecutive (the “Employment Agreement”).

WHEREAS, the Bank and Executive have agreed thatExecutive’s employment by the Bank will terminate on theEffective Date; and

WHEREAS, in connection with that termination, the Bank hasagreed to pay Executive certain amounts, subject to the executionof this Agreement.

NOW THEREFORE, in consideration of these premises and the mutualpromises contained herein, and intending to be legally boundhereby, the parties agree as follows:

# Resignation.  Executive hereby resigns as theBank’s President and Chief Executive Officer as an employeeof the Bank, and as an employee, officer, director or boardcommittee member of the Bank and each Affiliate (as defined in theEmployment Agreement) of the Bank including, without limitation,Commercial National Financial Corporation, Commercial NationalInsurance Services, Inc., Gooder Agency, Inc., and Highview TrustCompany, effective as of the Effective Date.

# Payments.  In consideration of Executive’sresignation and in settlement of Executive’s rights under theEmployment Agreement, Executive shall be entitled to receive fromthe Bank:

payment of all accrued and unpaid Annual Salary (as defined inthe Employment Agreement and which, for all purposes of thisRelease, shall be at the annual rate of $156,171) and Benefits (asdefined in the Employment Agreement) through the EffectiveDate;

payment (in bi-weekly installments) of monthly severancepayments equal to one-twelfth of Executive’s Annual Salaryfrom the Effective Date through April 30, 2004;

payment (in bi-weekly installments) of monthly severancepayments equal to one-twelfth of the sum of (i) Executive’sAnnual Salary, plus (ii) the amount credited to Executive’saccount under the Bank’s Profit-Sharing Plan for the fiscalyear ended December 31, 2003, for the period from May 1, 2004through April 30, 2005; and

continuation of group health benefits for Executive for theperiod from the Effective Date though April 30, 2005.  Thecontinuation of group health benefits provided hereby will be inlieu of any benefits otherwise available to Executive pursuant toCOBRA.

# Acknowledgements.  Executive acknowledges that: (i)the payments described in Section 2 of this Releaseconstitute full settlement of all his rights under the EmploymentAgreement, (ii) he has no entitlement under any other severance orsimilar arrangement maintained by the Bank, and (iii) except asotherwise provided specifically in this Release, the Bank does notand will not have any other liability or obligation to him. Executive further acknowledges that, in the absence of hisexecution of this Release, he would not otherwise be entitled tothe payments described above.

# Release and Covenant Not to Sue.

## Mutual Release.  The Bank (including, for purposesof this Section 4, its Affiliates) hereby fully and foreverreleases and discharges Executive (and his heirs, executors andadministrators), and Executive hereby fully and forever releasesand discharges Bank (including, for purposes of this Section4, all predecessors and successors, subsidiaries, affiliates,assigns, officers, directors, trustees, Executives, agents andattorneys, past and present) from any and all claims, demands,liens, agreements, contracts, covenants, actions, suits, causes ofaction, obligations, controversies, debts, costs, expenses,damages, judgments, orders and liabilities, of whatever kind ornature, direct or indirect, in law, equity or otherwise, whetherknown or unknown, arising through the date of this Release, out ofExecutive’s employment by the Bank or the terminationthereof, including, but not limited to, any claims for relief orcauses of action under the Age Discrimination in Employment Act, 29U.S.C. § 621 *et seq*., or any other federal, state orlocal statute, ordinance or regulation regarding discrimination inemployment and any claims, demands or actions based upon allegedwrongful or retaliatory discharge or breach of contract under anystate or federal law. 

## Covenant Not to Sue.  Executive expresslyrepresents that he has not filed a lawsuit or initiated any otheradministrative proceeding against the Bank and that he has notassigned any claim against the Bank to any other person orentity.  The Bank expressly represents that it has not filed alawsuit or initiated any other administrative proceeding againstExecutive and that it has not assigned any claim against Executiveto any other person or entity.  Both the Executive and theBank further promise not to initiate a lawsuit or to bring anyother claim against the other arising out of or in any way relatedto Executive’s employment by the Bank or the termination ofthat employment.  This Release will not prevent Executive fromfiling a charge with the Equal Employment Opportunity Commission(or similar state agency) or participating in any investigationconducted by the Equal Employment Opportunity Commission (orsimilar state agency); *provided, however*, that any claims byExecutive for personal relief in connection with such a charge orinvestigation (such as reinstatement or monetary damages) will bebarred.

## Claims Not Released.  The forgoing will not bedeemed to release the Bank or Executive from claims solely (a) toenforce this Release, (b) to enforce Section 5 of theEmployment Agreement, (c) for indemnification under theBank’s By-Laws, under applicable law, under anyindemnification agreement between the Bank and Executive or underany similar arrangement, or (d) to enforce vested rights under theBank’s Profit-Sharing Plan.

# Non-Competition and Confidentiality Obligations. Executive acknowledges and agrees that Section 5 of theEmployment Agreement, including without limitation the RestrictiveCovenants set forth in Section 5.1 thereof, shall survivethe termination of his employment; provided, however, the partiesspecifically agree that Section 5.1(a)(i) of the EmploymentAgreement shall not apply following the termination ofExecutive’s employment.  Executive affirms that therestrictions contained in Section 5 of the EmploymentAgreement are reasonable and necessary to protect the legitimateinterests of the Bank, that he received adequate consideration inexchange for agreeing to those restrictions, and that he will abideby those restrictions.

# Non-Disparagement.  The Bank will not disparageExecutive or Executive’s performance or otherwise take anyaction which could reasonably be expected to adversely affectExecutive’s personal or professional reputation. Similarly, Executive will not disparage the Bank or any of itsdirectors, officers, agents or Executives or otherwise take anyaction which could reasonably be expected to adversely affect thepersonal or professional reputation of the Bank or any of itsdirectors, officers, agents or employees.

# Cooperation.  Executive further agrees that he willcooperate fully with the Bank and its counsel with respect to anymatter (including litigation, investigations, or governmentalproceedings) which relates to matters with which Executive wasinvolved during his employment with Bank.  Executive shallrender such cooperation in a timely manner on reasonable noticefrom the Bank.

# Rescission Right.  Executive expressly acknowledgesand recites that (a) he has read and understands this Release inits entirety; (b) he has entered into this Release knowingly andvoluntarily, without any duress or coercion; (c) he has beenadvised orally and is hereby advised in writing to consult with anattorney with respect to this Release before signing it; (d) he wasprovided up to twenty-one (21) calendar days after receipt of theRelease to consider its terms before signing it; and (e) he isprovided seven (7) calendar days from the date of signing toterminate and revoke this Release in which case this Release shallbe unenforceable, null and void.  Executive may revoke thisRelease during those seven (7) days by providing written notice ofrevocation to the Bank.

# Challenge.  If Executive violates or challenges theenforceability of this Release, no further payments or benefitsunder Section 2 of this Release will be paid or provided toExecutive.

# Miscellaneous.

## No Admission of Liability.  This Release is not tobe construed as an admission of any violation of any federal, stateor local statute, ordinance or regulation or of any duty owed bythe Bank to Executive.  There have been no such violations,and the Bank specifically denies any such violations.

## No Reinstatement.  Executive agrees that he willnot apply for reinstatement with the Bank or seek in any way to bereinstated, re-employed or hired by the Bank in the future.

## Successors and Assigns.  This Release will inure tothe benefit of and be binding upon the Bank and Executive and theirrespective successors, executors, administrators, heirs and (in thecase of the Bank) permitted assigns. The Bank may assign thisRelease to any successor to all or substantially all of its assetsand business by means of liquidation, dissolution, merger,consolidation, transfer of assets, or otherwise.  Executivemay not make any assignment of this Release or any interestherein.

## Severability.  The provisions of this Release areseverable.  If any provision or the scope of any provision isfound to be unenforceable or is modified by a court of competentjurisdiction, the other provisions or the affected provisions as somodified shall remain fully valid and enforceable.

## Entire Agreement; Amendments.  Except as otherwiseprovided herein, this Release contains the entire agreement andunderstanding of the parties hereto relating to the subject matterhereof, and merges and supersedes all prior and contemporaneousdiscussions, agreements and understandings of every nature relatingsubject matter hereof.  This Release may not be changed ormodified, except by an Release in writing signed by each of theparties hereto.

## Governing Law.  This Release shall be governed by,and enforced in accordance with, the laws of the Commonwealth ofPennsylvania, without regard to the application of the principlesof conflicts of laws.

## Counterparts and Facsimiles.  This Release may beexecuted, including execution by facsimile signature, in one ormore counterparts, each of which shall be deemed an original, andall of which together shall be deemed to be one and the sameinstrument.

IN WITNESS WHEREOF, the Bank has caused this Release to beexecuted by its duly authorized officer, and Executive has executedthis Release, in each case as of the date first above written.
|  | COMMERCIAL BANK OF PENNSYLVANIA

By: Gregg E. Hunter                            Title: Acting President and C.E.O. |
|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | EXECUTIVE

By:/s/ Louis T. Steiner

      Louis T. Steiner                                                                                                                                                                       |