Code
      of
      Ethics for Senior Financial Officers of


Commercial
      National Financial Corporation and Commercial Bank & Trust of
      PA








This
      Code
      of Ethics for Senior Financial Officers (Code Ethics) applies to the principal
      executive officer and principal financial officer (Senior Financial Officers)
      of
      Commercial National Financial Corporation, and Commercial Bank & Trust of
      PA, its subsidiary bank, including any other subsidiary of the Corporation
      (collectively known as the Corporation). Currently, the principal financial
      officer also acts as the principal accounting officer.





Each
      Senior Financial Officer shall:




1
      Engage
      in and promote honest and ethical conduct, including the ethical handling of
      actual or apparent conflicts of interest between personal and professional
      relationships.





2
      Provide
      full, fair, accurate, timely, and understandable disclosure in reports and
      documents that the Corporation submits to the SEC and in other public
      communications made by the Corporation.





3
      Comply
      with the laws of federal, state and local governments that are applicable to
      the
      Corporation, and the rules and regulations of private and public regulatory
      agencies that have jurisdiction over the Corporation.





4
      Protect
      the confidentiality of non-public information about the Corporation and its
      subsidiaries and their customers and consumers, to prevent the unauthorized
      disclosure of such information unless authorized to disclose such
      information.





5
      Promptly report any violation of this Code of Ethics to the Audit Committee.
      A
      Senior Financial Officer may choose to remain anonymous in reporting possible
      violations of this Code of Ethics with no course of action taken against the
      person reporting the violation.





The
      Corporation’s Senior Financial Officers are on notice that they will be held
      accountable for their adherence to this Code of Ethics and that their continued
      employment by the Corporation depends on their full compliance with the policies
      stated in this Code. Violations of this Code of Ethics may also constitute
      violations of law and may result in civil and criminal penalties for the
      officers and/or the Corporation.





Senior
      Financial Officers are prohibited from directly or indirectly taking any action
      to fraudulently influence, coerce, manipulate or mislead the Corporation’s
      independent public auditors for the purpose of rendering the financial
      statements of the Corporation misleading.





This
      Code
      of Ethics will be reviewed at least annually and revised, if necessary, to
      reflect changes in applicable law or regulation and to cover new ethical issues
      as they arise. The nature of any amendment to the Code of Ethics shall be
      disclosed to the Corporation’s shareholders by filing a Current Report on Form
      8-K with the SEC or by providing such disclosure on the Company's Internet
      website.





A
      waiver
      to any provisions of this Code of Ethics shall be granted only by the
      Corporation’s Board of Directors. The nature of any such waiver shall be
      disclosed to the Corporation’s shareholders by filing a Current Report on Form
      8-K with the SEC or by providing such disclosure on the Corporation’s Internet
      website.



















Commercial
      National Financial Corporation


Commercial
      Bank & Trust of PA





Code
      of
      Ethics for Senior Financial Officers





I
      acknowledge that I have received and read the Commercial National Financial
      Corporation Code of Ethics for Senior Financial Officers, dated March 16, 2004,
      and understand my obligations as an employee to comply with the Code of
      Ethics.





Such
      Code
      states that I:





1
      Engage
      in and promote honest and ethical conduct, including the ethical handling of
      actual or apparent conflicts of interest between personal and professional
      relationships;





2
      Provide
      full, fair, accurate, timely, and understandable disclosure in reports and
      documents that the Corporation submits to the SEC and in other public
      communications made by the Corporation;





3
      Comply
      with the laws of federal, state and local governments that are applicable to
      the
      Corporation, and the rules and regulations of private and public regulatory
      agencies that have jurisdiction over the Corporation.





4
      Protect
      the confidentiality of non-public information about the Corporation and its
      subsidiaries and their customers and consumers, to prevent the unauthorized
      disclosure of such information unless authorized to disclose such
      information.





5
      Promptly report any violation of this Code of Ethics to the Audit Committee.
      A
      Senior Financial Officer may choose to remain anonymous in reporting possible
      violations of this Code of Ethics with no course of action taken against the
      person reporting the violation.








3/30/2006Date
            
            Signature