**EXHIBIT10.2           Employment Agreement between Commercial National Bank ofPennsylvania and Louis T. Steiner, dated July 1,2003**

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THIS EMPLOYMENT AGREEMENT(the “Agreement”), is made and entered into asof July 1, 2003, by and between COMMERCIAL NATIONAL BANK OFPENNSYLVANIA, a national banking association (the“Bank”), and LOUIS T. STEINER(“Executive”).

Recitals

The Bank desires to assureitself of the services of Executive as an executive officer of theBank and certain Affiliates of the Bank for the period provided inthis Agreement, and Executive is willing to serve in the employ ofthe Bank pursuant to the terms of this Agreement.

NOW THEREFORE, inconsideration of these premises and the mutual promises containedherein, and intending to be legally bound hereby, the parties agreeas follows:

# Definitions.

## “Affiliate” means, with respect to the Bank,a corporation, partnership, trust, association, joint venture,limited liability company or other entity, directly or indirectlycontrolling, controlled by or under common control with theBank.  As of the date of this Agreement, the Affiliates of theBank are the Holding Company, Commercial National InsuranceServices, Inc, and Gooder Agency, Inc.

## “Benefits” means the benefits described inSections 3.3 and 3.4.

## “Board” means the Board of Directors of theBank.

## “Cause” means the occurrence of any of thefollowing:

#### Executive’s material breach of any of his obligationsunder this Agreement or any fiduciary duty owned to the Bank, orany of its Affiliates, and his failure to cure such breach within30 days after written notice thereof from the Bank;

#### Executive’s failure, refusal or inability (other than dueto mental or physical disability) to perform, in any materialrespect, his duties to the Bank or any of its Affiliates, whichfailure continues for more than fifteen (15) days after writtennotice thereof from the Bank;

#### Executive’s abuse of alcohol or use of illegal drugs(other than in accordance with a physician’s prescription)which, in the sole judgment of the Board, has an adverse effect onthe Bank or any of its Affiliates, or the reputation of any ofthem;

#### Executive’s illegal conduct or gross misconduct which ismaterially and demonstrably injurious to the Bank or any of itsAffiliates including, without limitation, fraud, embezzlement,theft or proven dishonesty in the course of his employment; or

#### Executive’s conviction of, or entry of a plea of guiltyor *nolo contendere* to a misdemeanor involving moralturpitude, a felony, or any other crime which, in any such case,has an adverse effect on the Bank or any of its Affiliates, or thereputation of any of them as determined by the Board in its solejudgment.

## “Change of Control” means any of thefollowing events:

#### any individual, corporation, partnership, association, trust orother entity (other than Executive and his associates) becomes thebeneficial owner (as defined in Rule 13d-3 under the SecuritiesExchange Act of 1934), directly or indirectly, of securities of theBank or the Holding Company representing 50% or more of thecombined voting power of the Bank’s or the HoldingCompany’s then outstanding voting securities;

#### the individuals who as of the date of this Agreement aremembers of the Board or the Board of Directors of the HoldingCompany (the “Incumbent Boards”), cease for any reasonto constitute at least a majority of the Board or the Board ofDirectors of the Holding Company, provided, however, that if theelection, or nomination for election by the Bank’s or theHolding Company’s shareholders, of any new director wasapproved by a vote of at least a majority of the Incumbent Boards,such new director will be considered to be a member of theIncumbent Boards;

#### an agreement by the Bank or the Holding Company to consolidateor merge with any other entity pursuant to which the Bank or theHolding Company will not be the continuing or surviving corporationor pursuant to which shares of the common stock of the Bank or theHolding Company would be converted into cash, securities or otherproperty, other than a merger of the Bank or the Holding Company inwhich holders of the common stock of the Bank or the HoldingCompany immediately prior to the merger would have the sameproportion of ownership of common stock of the survivingcorporation immediately after the merger;

#### an agreement of the Bank or the Holding Company to sell, lease,exchange or otherwise transfer in one transaction or a series ofrelated transactions substantially all the assets of the Bank orthe Holding Company;

#### the adoption of any plan or proposal for a complete or partialliquidation or dissolution of the Bank or the Holding Company;or

#### an agreement to sell more than 50% of the outstanding votingsecurities of the Bank or the Holding Company in one or a series ofrelated transactions.

## “COBRA” means 29 U.S.C. §§1161-1169.

## “Code” means the Internal Revenue Code of1986, as amended.

## “Good Reason” means that any of thefollowing has occurred with respect to the Executive:

#### the assignment to Executive of any duties inconsistent in anymaterial respect with Executive’s position (including status,offices, titles and reporting requirements), authority, duties orresponsibilities as contemplated by Section 2 of thisEmployment Agreement, or any other action by the Bank which resultsin a material diminution in such position, authority, duties orresponsibilities;

#### a diminution by the Bank in Executive’s Annual Salary, orincentive or other forms of compensation, provided that (i) areduction in Executive’s Annual Salary as part of anacross-the-board reduction of salaries of all officers of the Bankshall not constitute Good Reason; and (ii) a reduction inExecutive’s performance bonus from year to year which isrelated to achievement of performance goals and consistent with howperformance goals had been interpreted prior to any Change ofControl shall not constitute Good Reason;

#### Executive’s loss of membership on the Board other than asa result of or in connection with (i) Executive’s death,disability or voluntary resignation from the Board or (ii)termination of Executive’s employment by the Bank forCause;

#### relocation of Executive’s job location to a place whichis more than 50 miles from the Bank’s current headquarters inLatrobe, Pennsylvania, without Executive’s agreement; or

#### a material breach of this Agreement by the Bank which is notcured within 30 days after delivery of written notice thereof.

## “Holding Company” means Commercial NationalFinancial Corporation, a Pennsylvania corporation.

## “Intellectual Property” means (a) allinventions (whether patentable or unpatentable and whether or notreduced to practice), all improvements thereto, and all patents,(b) all trademarks, service marks, trade dress, logos, trade names,fictitious names, brand names, brand marks and corporate names,together with all translations, adaptations, derivations, andcombinations thereof and including all goodwill associatedtherewith, and all applications, registrations, and renewals inconnection therewith, (c) all copyrightable works, all copyrights,and all applications, registrations, and renewals in connectiontherewith, (d) all mask works and all applications, registrations,and renewals in connection therewith, (e) all trade secrets andconfidential business information (including ideas, research anddevelopment, know-how, formulas, compositions, manufacturing andproduction processes and techniques, technical data, designs,drawings, specifications, customer and supplier lists, pricing andcost information, and business and marketing plans and proposals),(f) all computer software (including data, source codes and relateddocumentation), (g) all other proprietary rights, (h) all copiesand tangible embodiments thereof (in whatever form or medium), orsimilar intangible personal property which have been or aredeveloped or created in whole or in part by Executive: (i) at anytime and at any place while Executive is employed by the Bank andwhich are related to or used in connection with the business of theBank or its Affiliates, or (ii) as a result of tasks assigned toExecutive by the Bank or its Affiliates.

## “Proprietary Information” meansconfidential, proprietary, business and technical information ortrade secrets of the Bank or of any Affiliate of the Bank. Such Proprietary Information shall include, but shall not belimited to, the following items and information relating to thefollowing items: (a) information acquired from, or about, thirdparties such as the Bank’s customers, including, but notlimited to, account, general banking and financial informationrelating thereto, (b) business research, studies, procedures andcosts, (c) financial data, (d) marketing data, methods, plans andefforts, (e) the identities of the Bank’s actual andprospective customers, (f) the terms of contracts and agreementswith customers, contractors and suppliers, (g) the needs andrequirements of, and the Bank’s course of dealing with,actual or prospective customers, contractors and suppliers, (h)personnel information, (i) customer and vendor credit information,and (j) any Intellectual Property of the Bank (whether developed byExecutive or others).  Failure by the Bank to mark any of theProprietary Information as confidential or proprietary shall notaffect its status as Proprietary Information under the terms ofthis Agreement. 

## “Restrictive Covenants” means the provisionscontained in Section 5.1 of this Agreement.

## “Total After-Tax Payments” means the totalof all “parachute payments” (as that term is defined inSection 280G(b)(2) of the Code) made to or for the benefit ofExecutive (whether made hereunder or otherwise), after reductionfor all applicable federal taxes (including, without limitation,the tax described in Section 4999 of the Code).

# Employment, Term and Duties. 

## Employment and Term.  The Bank hereby employsExecutive and Executive hereby accepts employment with the Bank asits President and Chief Executive Officer, and shall serve as anofficer and/or director of such of the Bank’s Affiliates asthe Board may determine for a period commencing on the date hereofand continuing until the third anniversary of the date hereof (the“Term”); *provided, however*, that ifwritten notice not to extend the Term by either party is notreceived at least 120 days prior to the third anniversary of thedate hereof (or any subsequent anniversary of the date hereof, ifthis Agreement is extended pursuant to this Section 2.1), then theTerm will be automatically extended to the next anniversary of thedate hereof. 

## Duties.  Executive will render his serviceshereunder to the Bank, and its Affiliates and shall use his bestefforts, judgment and energy in the performance of the dutiesassigned to him.  During the Term, Executive will devotesubstantially all of his business time and services to the Bank andits Affiliates to perform such duties as may be customarilyincident to his position and as may reasonably be assigned fromtime to time by the Board.  During the Term, Executive willnot serve as a director of any corporation other than the Bank andany of its Affiliates, without the prior consent of the Bank;*provided, however*, that Executive may, at his discretion,serve as a director of a charitable, community and othernot-for-profit entities, subject to Executive’s duty toinform the Bank of his assumption of any such directorship.

# Compensation and Benefits.

## Annual Salary.  Executive hereby agrees to accept,as compensation for all services rendered by Executive in anycapacity hereunder and for the Restrictive Covenants

## made by Executive inSection 5 hereof, a base salary as set on an annual basis bythe Executive Compensation Committee of the Board (as the same mayhereafter be increased, the “Annual Salary”)commencing on the date hereof and continuing until expiration ortermination of the Term.  The Annual Salary and all otherpayments made by the Bank to Executive will be inclusive of allapplicable income, social security and other taxes and chargeswhich are required by law to be withheld by the Bank, which taxesand other charges will be withheld and paid in accordance with theBank’s normal payroll practices from time to time ineffect.  The Annual Salary will be reviewed on an annual basisby the Executive Compensation Committee of the Board and may beadjusted, as determined by such Executive CompensationCommittee.

## Bonus.   The Executive Compensation Committee ofthe Board may, but shall not be required to, award Executive aperformance bonus based on the performance of the Bank andExecutive.  The Executive Compensation Committee of the Boardshall have sole discretion to determine whether to pay aperformance bonus to Executive and to determine the amount of anysuch bonus.

## Benefits.  Executive will be entitled to receivethe same benefits enjoyed by other executive officers of the Bankfrom time to time (as determined by the Executive CompensationCommittee in good faith, in its absolute discretion), as well asthe benefits described below in Section 3.4.  Suchbenefit plans shall include participation in the Bank’sProfit-Sharing Plan, health coverage, life insurance and disability(short and long term) benefits, each on the same basis as offeredto the other executive-level employees of the Bank.

## Vacation.  Executive will be entitled to five weeksof vacation per calendar year.  Executive shall not beentitled to receive any payment for unused vacation or to carryover unused vacation from year to year.  Executive shall alsobe entitled to six incidental days per year which, if not used byExecutive, shall be paid for by the Bank.

# Payment of Expenses.  The Bank will pay orreimburse all reasonable and necessary expenses incurred byExecutive in the performance of his duties hereunder, in accordancewith the Bank’s practices and policies regarding the paymentor reimbursement of expenses from time to time in effect.

# Non-Compete; Confidentiality; Non-Solicitation.

## Restrictive Covenants.  These Restrictive Covenantswill survive the expiration of this Agreement or the termination ofExecutive’s employment; provided, however, that theRestrictive Covenants will not apply following a termination by theBank without Cause pursuant to Section 6.1(d) or atermination by Executive after the occurrence of a Change ofControl pursuant to Section 6.2(c).

#### Non-Compete.  Executive shall not, during the Termand for a period of one (1) year thereafter (the“Restricted Period”), in any city, town orcounty in which the Executive’s normal business office islocated or the Bank or any of its Affiliates has an office or hasfiled an application for regulatory approval to establish anoffice, determined as of the effective date of such termination, doany of the following, directly or indirectly, without the priorwritten consent of the Bank (except in Executive’s capacityas an employee of the Bank, and in the best interests of theBank):

##### work for or advise, consult, serve with, or otherwise becomeinterested in (as owner, stockholder, lender, partner, co-venturer,director, officer, employee, agent or consultant), directly orindirectly, any person, firm, corporation, association or otherentity whose business materially competes with the depository,lending or other business activities of the Bank or itsAffiliates;

##### influence or attempt to influence any customer of the Bank orany of its Affiliates to terminate or modify any written or oralagreement or course of dealing with the Bank or such Affiliate;or

##### influence or attempt to influence any person to either (A)terminate or modify any employment, consulting, agency,distributorship or other arrangement with the Bank or any of itsAffiliates, or (B) employ, or arrange to have any other person orentity employ, any person who has been employed by the Bank of anyof its Affiliates as an employee, consultant, agent or distributorof the Bank or such Affiliate at any time during the RestrictedPeriod.

Notwithstanding theforegoing, Executive may hold less than five percent (5%) of theoutstanding securities of any class of any publicly tradedsecurities of any company.

#### Confidentiality. 

##### Executive recognizes and acknowledges that the ProprietaryInformation is a valuable, special and unique asset of the businessof the Bank.  As a result, both during the Term andthereafter, Executive shall not, without the prior written consentof the Bank or its Affiliates, for any reason either directly orindirectly divulge to any third-party or use for his own benefit,or for any purpose other than the exclusive benefit of the Bank,any Proprietary Information revealed, obtained or developed in thecourse of his employment by the Bank; *provided, however,*that nothing herein contained shall restrict Executive’sability to make such disclosures during the Term as may benecessary or appropriate to the effective and efficient dischargeof his duties as an employee hereunder or as such disclosures maybe required by law; *and further provided*, that nothingherein contained shall restrict Executive from divulging or usingfor his own benefit or for any other purpose any ProprietaryInformation which is publicly available, so long as suchinformation did not become available to the public as a direct orindirect result of Executive’s breach of thisSection 5.1(b).  In the event that Executive orany of his representatives becomes legally compelled to discloseany of the Proprietary Information, Executive will provide the Bankwith prompt written notice so that the Bank may seek a protectiveorder or other appropriate remedy. 

##### Executive recognizes that banking and account informationacquired by Executive in the course of his employment with respectto customers of the Bank are confidential pursuant to the laws ofthe Commonwealth of Pennsylvania and the United States of America,and Executive will strictly conform to all such laws andadministrative regulations and will take all action necessary orappropriate to cause all persons under Executive’ssupervisory responsibility to conform to all such laws andregulations.

#### Property of the Bank. 

##### All right, title and interest in and to Proprietary Informationshall be and remain the sole and exclusive property of theBank.  During the Term, Executive shall not remove from theBank’s offices or premises any documents, records, notebooks,files, correspondence, reports, memoranda or similar materials ofor containing Proprietary Information, or other materials orproperty of any kind belonging to the Bank unless necessary orappropriate (as reasonably determined by Executive) in accordancewith  Executive’s duties and responsibilities to theBank and, in the event that such materials or property are removed,all of the foregoing shall be returned to their proper files orplaces of safekeeping as promptly as possible after the removalshall serve its specific purpose.  Executive shall not make,retain, remove and/or distribute any copies of any of the foregoingfor any reason whatsoever except as may be necessary in thedischarge of his assigned duties and shall not divulge to any thirdperson the nature of and/or contents of any of the foregoing or ofany other oral or written information to which he may have accessor with which for any reason he may become familiar, except asdisclosure shall be necessary or appropriate (as reasonablydetermined by Executive) in the performance of his duties; and uponthe termination of his employment with the Bank, he shall leavewith or return to the Bank all originals and copies of theforegoing then in his possession, whether prepared by Executive orby others.

##### Executive agrees that all the Intellectual Property will beconsidered “works made for hire” as that term isdefined in Sections 101 and 201 of the Copyright Act (17 U.S.C.§§ 101 and 201) and that all right, title and interest insuch Intellectual Property will be the sole and exclusive propertyof the Bank.  To the extent that any of the IntellectualProperty may not by law be considered a work made for hire, or tothe extent that, notwithstanding the foregoing, Executive retainsany interest in the Intellectual Property, Executive herebyirrevocably assigns and transfers to the Bank any and all right,title, or interest that Executive may have in the IntellectualProperty under patent, copyright, trade secret and trademark law,in perpetuity or for the longest period otherwise permitted by law,without the necessity of further consideration.  The Bank willbe entitled to obtain and hold in its own name all copyrights,patents, trade secrets, and trademarks with respect to suchIntellectual Property.  Executive further agrees to executeany and all documents and provide any further cooperation orassistance reasonably required by the Bank to perfect, maintain orotherwise protect its rights in the Intellectual Property.

## Acknowledgements.  Executive acknowledges that theRestrictive Covenants are reasonable and necessary to protect thelegitimate interests of the Bank and its Affiliates and that theduration and geographic scope of the Restrictive Covenants arereasonable given the nature of this Agreement and the positionExecutive will hold within the Bank.  Executive furtheracknowledges that the Restrictive Covenants are included herein inorder to induce the Bank to compensate Executive pursuant to thisAgreement and that the Bank would not have entered into thisAgreement or otherwise continued to employ Executive in the absenceof the Restrictive Covenants.

## Rights and Remedies Upon Breach.

#### Specific Enforcement.  Executive acknowledges thatany breach by him of the Restrictive Covenants will causecontinuing and irreparable injury to the Bank for which monetarydamages would not be an adequate remedy.  Executive shall not,in any action or proceeding to enforce any of the provisions ofthis Agreement, assert the claim or defense that such an adequateremedy at law exists.  In the event of such breach byExecutive, the Bank shall have the right to enforce the RestrictiveCovenants by seeking injunctive or other relief in any court andthis Agreement shall not in any way limit remedies of law or inequity otherwise available to the Bank.  If an action at lawor in equity is necessary to enforce or interpret the terms of thisagreement, the prevailing party shall be entitled to recover, inaddition to any other relief, reasonable attorneys’ fees,costs and disbursements.

#### Extension of Restrictive Period.  In the event thatExecutive breaches any of the Restrictive Covenants contained inSection 5.1(a), then the Restricted Period shall be extendedfor a period of time equal to the period of time that Executive isin breach of such restriction.

#### Accounting.  If Executive is determined by anycourt, arbitrator, mediator or other adjudicative body to havebreached any of the Restrictive Covenants, the Bank will have theright and remedy to require Executive to account for and pay overto the Bank all compensation, profits, monies, accruals, incrementsor other benefits derived or received by Executive as the result ofany action constituting a breach of the RestrictiveCovenants.  This right and remedy will be in addition to, andnot in lieu of, any other rights and remedies available to the Bankunder law or in equity.

## Judicial Modification.  If any court determinesthat any of the Restrictive Covenants, or any part thereof, isunenforceable because of the duration or geographical scope of suchprovision, such court shall have the power to modify such provisionand, in its modified form, such provision shall then beenforceable.

## Disclosure of Restrictive Covenants.  Executiveagrees to disclose the existence and terms of the RestrictiveCovenants to any employer that Executive may work for during theRestricted Period.

## Restrictions Enforceable in All Jurisdictions.  Ifa court of any jurisdiction holds the Restrictive Covenantsunenforceable by reason of their breadth or scope or otherwise, itis the intention of the parties hereto that such determination notbar or in any way affect the right of the Bank to the reliefprovided above in the courts of any other jurisdiction within thegeographical scope of such Restrictive Covenants.

# Termination.  Executive’s employmenthereunder may be terminated by the Bank or Executive as describedin this Section 6. 

## Termination by the Bank.  Executive’semployment may be terminated by the Bank in any one of thefollowings ways, prior to the expiration of the Term:

#### Death.  If Executive dies, this Agreement shallterminate on the date of death.

#### Disability.  If Executive either (i) becomesdisabled and is receiving long-term disability benefits pursuant tohis disability, or (ii) becomes permanently disabled, the Bank mayterminate Executive’s employment by notice toExecutive.  For purposes of this Section 6.1(b),“permanently disabled” shall mean mental or physicalincapacity, or both, which in the judgment of the Company’sBoard of Directors, renders Executive unable to performsubstantially all of his duties hereunder and which appearsreasonably certain to continue for at least three consecutivemonths without substantial improvement.  Such judgment of theBoard of Directors shall be based upon a certification of suchincapacity by a physician chosen by the Board, who may be eitherExecutive’s regularly attending, duly licensed, physician ora duly licensed physician selected by the Board, following suchphysician’s physical examination of Executive. 

#### For Cause.  The Bank may terminate theExecutive’s employment for Cause upon 15 days prior writtennotice to Executive.

#### Without Cause.  Subject to Section 6.3, the Bankmay, without Cause, terminate Executive’s employment pursuanthereto, effective 60 days after written notice is provided toExecutive.

## Termination by Executive.

#### At Will.  Executive shall have a right to terminatethis Agreement at any time by giving 60 days’ advance writtennotice to the Bank.

#### Good Reason.  Executive may terminate thisAgreement for Good Reason upon 15 days’ prior written noticeto the Bank.

#### Change in Control*. * Executive may terminatethis Agreement at any time upon written notice to the Bank within90 days after the occurrence of a Change of Control.

## Termination Without Cause or For Good Reason.  IfExecutive’s employment by the Bank is terminated by the Bankwithout Cause or by Executive for Good Reason, Executive shall beentitled to:

#### payment of all accrued and unpaid Annual Salary and Benefitsthrough the date of such termination;

#### payment of monthly severance payments equal to one-twelfth ofthe sum of (i) Executive’s Annual Salary, plus (ii) theamount credited to Executive’s account under the Bank’sProfit-Sharing Plan for the most recently completed fiscal year,for a period of twelve (12) months, or, at the discretion of theBoard, a single sum payment equal to the discounted present valueof such monthly payments (discounted at the prime rate in effect atthe Bank’s principal banking subsidiary);

#### continuation of group health benefits for Executive for aperiod of twelve (12) months following termination.  Thecontinuation of group health benefits provided hereby will be inlieu of any benefits otherwise available to Executive pursuant toCOBRA.

Notwithstanding theforegoing, no amount will be paid under this Section 6.3unless Executive executes and delivers to the Bank a releasesubstantially identical to that attached hereto as Exhibit Iin a manner consistent with the requirements of the Older WorkersBenefit Protection Act.

## Termination Upon Change in Control.  If Executiveterminates his Employment following a Change of Control pursuant toSection 6.2(c), Executive shall be entitled to:

#### payment of all accrued and unpaid Annual Salary and Benefitsthrough the date of such termination;

#### payment of monthly severance payments equal to one-twelfth ofthe sum of (i) Executive’s Annual Salary, plus (ii) theamount credited to Executive’s account under the Bank’sProfit-Sharing Plan for the most recently completed fiscal year,for a period of twenty-four (24) months, or, at the option ofExecutive, a single sum payment equal to the total of such monthlypayments;

#### continuation of group health benefits for Executive for aperiod of twenty-four (24) months following termination.  Thecontinuation of group health benefits provided hereby will be inlieu of any benefits otherwise available to Executive pursuant toCOBRA; and

#### a maximum of six months outplacement assistance with a providerselected by the Bank and at the Bank’s expense.

#### Notwithstanding theforegoing, no amount will be paid under this Section 6.4 unlessExecutive executes and delivers to the Bank a release substantiallyidentical to that attached hereto as Exhibit I in a mannerconsistent with the requirements of the Older Workers BenefitProtection Act.

## Any Other Termination.  If Executive’semployment by the Bank is terminated for any reason other than asset forth in Sections 6.3 and 6.4  (including, but notlimited to, termination (a) by the Bank for Cause, (b) as a resultof Executive’s death, (c) as a result of Executive beingdisabled or (d) by Executive at will, the Bank’s obligationto Executive (or, in the case of Executive’s death, toExecutive’s estate) will be limited solely to the payment ofaccrued and unpaid Annual Salary and Benefits through the date ofsuch termination. All Annual Salary and Benefits will cease at thetime of such termination, subject to the terms of any benefits orcompensation plans then in force and applicable to Executive, and,except as otherwise provided in this Section 6.5 or pursuantto COBRA, the Bank shall have no further liability or obligationhereunder by reason of such termination.

## Adjustments to Maximize Payments to Executive. Payments under this Agreement will be made without regard towhether the deductibility of such payments (or any other payments)would be limited or precluded by Section 280G of the Code andwithout regard to whether such payments would subject the Executiveto the federal excise tax levied on certain “excess parachutepayments” under Section 4999 of the Code; *provided,however*, that if the Total After-Tax Payments would beincreased by the limitation or elimination of any amount payable toExecutive (whether under this Agreement of otherwise), then theamount payable to Executive will be reduced to the extent necessaryto maximize the Total After-Tax Payments.  The determinationof whether and to what extent payments to Executive are required tobe reduced in accordance with the preceding sentence will be madeat the Bank’s expense by an independent, certified publicaccountant selected by the Bank and reasonably acceptable toExecutive.  In the event of any underpayment or overpayment toExecutive (as determined after the application of this Section6.6), the amount of such underpayment or overpayment will beimmediately paid by the Bank to the Executive or refunded by theExecutive to the Bank, as the case may be, with interest at theapplicable federal rate provided for in Section 7872(f)(2) of theCode.

# Miscellaneous.

## Other Agreements.  Executive represents andwarrants to the Bank that there are no restrictions, agreements orunderstandings whatsoever to which he is party (or by which he isotherwise bound) that would prevent or make unlawful his executionof this Agreement or employment by the Bank, or that would in anyway prohibit, limit or impair (or purport to prohibit, limit orimpair) his provision of services to the Bank.

## Successors and Assigns.  This Agreement shall inureto the benefit of and be binding upon the Bank and Executive andtheir respective successors, executors, administrators, heirs and(in the case of the Bank) permitted assigns.  The Bank may,without the consent of Executive, assign this Agreement to anysuccessor to all or substantially all of its assets and business bymeans of liquidation, dissolution, merger, consolidation, transferof assets, or otherwise.  Executive may not make anyassignment of this Agreement or any interest therein.

## Notice.  Any notice or communication required orpermitted under this Agreement will be made in writing and (a) sentby overnight courier, (b) mailed by certified or registered mail,return receipt requested or (c) sent via facsimile.  Anynotice or communication to Executive will be sent to his mostcurrent home address on file with the Bank.  Any notice orcommunication to the Bank will be sent to the Bank’sprincipal executive office, care of the Bank’s Chairman ofthe Bank’s Executive Compensation Committee, with a copy toDavid J. Lowe, Esq., Pepper Hamilton LLP, One Mellon Center, 500Grant Street, Pittsburgh, Pennsylvania 15219 (or via facsimile to(412) 281-0717).

## Entire Agreement; Amendments.  This Agreementcontains the entire agreement and understanding of the partieshereto relating to the subject matter hereof, and merges andsupersedes all other prior or contemporaneous discussions,agreements and understandings of every nature relating to theemployment of Executive by the Bank.  This Agreement may notbe changed or modified, except by an Agreement in writing signed byeach of the parties hereto.

## Waiver.  Any waiver by either party of any breachof any term or condition in this Agreement shall not operate as awaiver of any other breach of such term or condition or of anyother term or condition, nor shall any failure to enforce anyprovision hereof operate as a waiver of such provision or of anyother provision hereof or constitute or be deemed a waiver orrelease of any other rights, in law or in equity.

## Governing Law.  This Agreement shall be governedby, and enforced in accordance with, the laws of the Commonwealthof Pennsylvania without regard to the application of the principlesof conflicts or choice of laws.

## Survival of Provisions.  The provisions of thisAgreement set forth in Sections 5, 6 and 7 (including anypertinent definitions) will survive the termination or expirationof this Agreement.

## Severability.  Whenever possible, each provision ofthis Agreement will be interpreted in such manner as to beeffective and valid under applicable law, but if any provision ofthis Agreement is held to be invalid, illegal or unenforceable inany respect under any applicable law or rule in any jurisdiction,such invalidity, illegality or unenforceability will not affect anyother provision or the effectiveness or validity of any provisionin any other jurisdiction, and this Agreement will be reformed,construed and enforced in such jurisdiction as if such invalid,illegal or unenforceable provision had never been containedherein.

## Section Headings.  The section headings in thisAgreement are for convenience only; they form no part of thisAgreement and shall not affect its interpretation.

## Mediation and Arbitration.  Any claim, controversy,or dispute arising between the parties with respect to thisAgreement (a “Dispute”), shall be referred tonon-binding mediation for resolution.  The parties willjointly select a neutral mediator for such mediation.  If suchmediation effort is not successful in resolving the Dispute, theDispute shall be referred for final and binding arbitration,without appeal to court thereafter.  The arbitration shall beconducted pursuant to the terms of the Federal Arbitration Act andthe Commercial Arbitration Rules of the American ArbitrationAssociation, except that discovery may be had in accordance withthe Federal Rules of Civil Procedure.  The venue for thearbitration shall be the office of the American ArbitrationAssociation closest to the Bank’s headquarters (the“AAA Office”).  The arbitration shall beconducted before a panel of three arbitrators selected asfollows:  Within 15 business days after a Demand forArbitration is filed with the AAA Office, each party shall selectan arbitrator and, within 10 business days after the end of such15-day period, such two arbitrators shall select a thirdarbitrator.  Each arbitrator must either have professionalexperience relating to the business or legal aspects of the subjectof the arbitration or be a retired judge.  No arbitrator shall(i) have any material interest in the result of the arbitration or(ii) be, or shall ever have been, an affiliate, equity holder orcreditor of, or an attorney, accountant, agent or consultant for,any party to such arbitration proceeding.  The arbitratorsshall meet promptly, fix the time, date and place of the hearingand notify the parties.  The parties shall stipulate that thearbitration hearing shall last no longer than five businessdays.  A majority of the panel shall render a decision within10 days of the completion of the hearing.  The panel ofarbitrators shall promptly transmit an executed copy of itsdecision to the parties.  The decision of the arbitratorsshall be final, binding and conclusive upon the parties.  Eachparty shall have the right to have the decision enforced by anycourt of competent jurisdiction.  Notwithstanding any otherprovision of this Section, any Dispute in which a party seeksequitable relief may be brought in any court havingjurisdiction.  Each party shall be responsible for payment ofsuch party’s legal fees and one-half of the costs of thearbitrators.  The obligations of the parties under thisSection shall be specifically enforceable and shall survive anytermination of this Agreement.

## No Mitigation of Damages.  In the event thatExecutive’s employment with the Bank is terminated by theBank without Cause or is terminated by Executive for Good Reason orupon a Change in Control, Executive shall not be required tomitigate his damages.

## Counterparts and Facsimiles.  This Agreement 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, theBank has caused this Agreement to be executed by its dulyauthorized officer, and Executive has executed this Agreementeffective as of the date first above written.
|  | COMMERCIAL NATIONAL BANKOF PENNSYLVANIA

By:                                                                  Title:                                                                 |
|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | EXECUTIVE

By:                                                                         Louis T. Steiner                                                                                                                                                                                                                                                                                                                                                                                     |

ExhibitI

**Release andNon-Disparagement Agreement**

THIS MUTUAL RELEASE ANDNON-DISPARAGEMENT AGREEMENT (the “Release”) ismade as of the ___ day of _______, _____ by and between LOUIS T.STEINER (“Executive”) and COMMERCIAL NATIONALBANK OF PENNSYLVANIA (the “Bank”).

WHEREAS, Executive’semployment by the Bank will terminate; and

WHEREAS, in connectionwith that termination and pursuant to Section 6.3 or 6.4 ofthe Employment Agreement by and between the Bank and Executivedated [July 1, 2003] (the “EmploymentAgreement”), the Bank has agreed to pay Executive certainamounts, subject to the execution of this Agreement.

NOW THEREFORE, inconsideration of these premises and the mutual promises containedherein, and intending to be legally bound hereby, the parties agreeas 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 any Affiliate of the Bank,effective as of the date of this Release.

# Acknowledgements.  Executive acknowledges that: (i)the payments described in Sections 6.3 and 6.4 of theEmployment Agreement constitute full settlement of all his rightsunder the Employment Agreement, (ii) he has no entitlement underany other severance or similar arrangement maintained by the Bank,and (iii) except as otherwise provided specifically in thisRelease, the Bank does not and will not have any other liability orobligation to him.  Executive further acknowledges that, inthe absence of his execution of this Release, he would nototherwise be entitled to the payments described in Section6.3/6.4 of the Employment Agreement.

# Release and Covenant Not to Sue.

## Mutual Release.  The Bank (including, for purposesof this Section 3, 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 Section3, 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 willnot prevent Executive from filing a charge with the EqualEmployment Opportunity Commission (or similar state agency) orparticipating in any investigation conducted by the EqualEmployment Opportunity Commission (or similar state agency);*provided, however*, that any claims by Executive for personalrelief in connection with such a charge or investigation (such asreinstatement or monetary damages) will be barred.

## 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 6.3/6.4 of theEmployment Agreement (c) to enforce Section 5 of theEmployment Agreement, or (d) for indemnification under theBank’s By-Laws, under applicable law, under anyindemnification agreement between the Bank and Executive or underany similar arrangement.

# Non-Competition and Confidentiality Obligations. Executive acknowledges that Section 5 of the EmploymentAgreement survives the termination of his employment. Executive affirms that the restrictions contained in Section5 of the Employment Agreement are reasonable and necessary toprotect the legitimate interests of the Bank, that he receivedadequate consideration in exchange for agreeing to thoserestrictions, and that he will abide by 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 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 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 twenty-one (21) calendar days after receipt of the Releaseto consider its terms before signing it; and (e) he is providedseven (7) calendar days from the date of signing to terminate andrevoke this Release in which case this Release shall beunenforceable, 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 underSection 6.3/6.4 of the Employment Agreement will be paid orprovided to Executive.

# 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, theBank has caused this Release to be executed by its duly authorizedofficer, and Executive has executed this Release, in each case asof the date first above written.
|  | COMMERCIAL NATIONAL BANKOF PENNSYLVANIA

By:                                                                  Title:                                                                 |
|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | EXECUTIVE

By:                                                                         Louis T. Steiner                                                                                                                                                                                                                                                                                                                                                                                     |