EXHIBIT
      10.18

    


    CHANGE
      OF CONTROL AGREEMENT

    


    THIS
      AGREEMENT is made as of the  
      day
      of 
      , 2008,
      between UNION NATIONAL FINANCIAL CORPOATION, a Pennsylvania business corporation
      having a place of business at 570 Lausch Lane, Pennsylvania, 17601
      (“Corporation”), UNION NATIONAL COMMUNITY BANK (“Bank”) a national banking
      association having a place of business at 570 Lausch Lane, Pennsylvania, 17601
      and ___________ (“Executive”), an individual residing in Pennsylvania
      (collectively the “Parties” and, individually, sometimes a
“Party”).

    


    W
      I T N E
      S S E T H:

    


    WHEREAS,
      the Corporation is a registered bank holding company;

    


    WHEREAS,
      the Bank is a subsidiary of the Corporation;

    


    WHEREAS,
      the Executive has been employed by the Bank as __________________; 

    


    WHEREAS,
      this Agreement will become operative only upon a Change of Control (as defined
      herein); and

    


    WHEREAS,
      the purpose of this Agreement is to define certain severance benefits that
      will
      be paid by the Corporation in the event of a Change of Control (as defined
      herein), but is not intended to affect, nor does it affect, the terms of the
      Executive’s employment at will, in the absence of a Change of Control (as
      defined herein) of the Corporation. 

    


    NOW
      THEREFORE, in consideration of the Executive’s service to the Corporation and of
      the mutual covenants, undertakings and agreements set forth herein and intending
      to be legally bound hereby, the Parties agree as follows:


    


    1. TERM.
      The
      term of the Agreement shall be effective as of the day and year written above,
      and shall continue until either Executive or Corporation or Bank gives the
      other
      written notice of termination of employment, with or without cause; provided,
      however, that during the period of time between the execution of an agreement
      to
      effect a Change of Control (as defined herein) and the actual Date of Change
      of
      Control (as defined herein), termination of the Executive’s employment shall
      only be for Cause (as defined herein).


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

    


    2. DEFINITION
      OF CAUSE. The term “Cause” shall be defined, for purposes of this Agreement, as
      the occurrence of one or more of the following:

    


    (i) Executive’s
      willful failure to perform the duties assigned to him, other than a failure
      resulting from Executive’s incapacity because of physical or mental
      illness;

    


    (ii) Executive’s
      failure to follow the good faith lawful instructions of the President and Chief
      Executive Officer of the Corporation or his designee with respect to its
      operations; 

    


    (iii) Executive’s
      willful engagement in misconduct which is materially injurious to the
      Corporation or the Bank;

     

    (iv) Executive’s
      intentional violation of the provisions of this Agreement; 

    


    (v)
       Executive’s
      willful and deliberate violation of any banking law or regulation, or any final
      cease and desist order issued by a bank regulatory authority; 

    


    (vi) Executive’s
      conviction of or entering into a plea of nolo contender to a felony, a crime
      of
      falsehood or to a crime involving moral turpitude;

    


    (vii)
       Executive’s
      suspension, removal, or prohibition from being an institutional-affiliated
      party
      by a final order of an appropriate federal banking agency pursuant to Section
      8(e) or 8(g) of the Federal Deposit Insurance Act or by the Office of the
      Comptroller of the Currency pursuant to federal law; 

    


    (viii) Executive’s
      commission of any act of moral turpitude or other illicit or illegal conduct
      which brings public discredit or results in financial loss to the Corporation
      or
      the Bank;

    


    (ix) Executive’s
      dishonesty or gross negligence in the performance of his duties;

    


    (x) Executive’s
      breach of fiduciary duty involving personal gain; 

    


    (xi) unlawful
      harassment by the Executive against employees, customers, business associates,
      contractors, or vendors of the Corporation or Bank which results or may be
      reasonably expected to result in material liability to the Corporation or
      Bank;

    


    (xii) theft
      or
      abuse by Executive of the Corporation’s or Bank’s property or the property of
      Corporation’s or Bank’s customers, employees, contractors, vendors, or business
      associates; 

    


    (xiii)
       Executive’s
      commission of any act of fraud, misappropriation, or personal dishonesty;


    


    (xiv) insubordination
      as determined by an affirmative vote of seventy-five percent (75%) of the Board
      of Directors of the Corporation or Bank; or

    


    (xv) the
      existence of any material conflict between the interests of the Corporation
      or
      Bank and the Executive that is not disclosed in writing by the Executive to
      the
      Corporation and Bank and approved in writing by the Boards of Directors of
      the
      Corporation and Bank. 

    


    3. DEFINITION
      OF CHANGE OF CONTROL.  As
      used
      in this Agreement, “Change of Control” shall mean: A change of control (other
      than one occurring by reason of an acquisition of the Corporation by Executive)
      wherein the Board of Directors certifies that one of the following has occurred:
      

     

    (a)
      any
“person” or more than one person acting as a group (as such term is defined in
      Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and any
      Internal Revenue Guidance and regulations under Section 409A of the Code),
      other
      than Bank and Corporation or any “person” who on the date hereof is a director
      or officer of Bank and Corporation, acquires ownership of stock of the
      Corporation together with stock held by such person constituting more than
      fifty
      percent (50%) of the total fair market value or total voting power of the stock
      of the Corporation; or 


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (b)
      any
“person” or more than one person acting as a group (as such term is defined in
      Section 409A of the Code and any Internal Revenue Guidance and regulations
      under
      Section 409A of the Code), acquires (or has acquired during the 12-month period
      ending on the date of the most recent acquisition by such person or persons)
      ownership of stock of the Corporation possessing thirty-five percent (35%)
      or
      more of the total voting power of the stock of the Corporation; or 

     

    (c)
      during any period of one (1) year during this Agreement, individuals who at
      the
      beginning of such period constitute the Board of Directors of Corporation cease
      for any reason to constitute at least a majority thereof, unless the election
      of
      each director who was not a director at the beginning of such period has been
      approved in advance by directors representing at least two-thirds (2/3) of
      the
      directors then in office who were directors at the beginning of the period.
      

    


    4. DEFINITION
      OF DATE OF CHANGE OF CONTROL. For purposes of this Agreement, the “Date of
      Change of Control” shall mean:  

    


    (a)
       the
      first
      date on which any person or more than one person acting as a group acquire
      ownership of fifty percent (50%) or more of the total fair market value or
      total
      voting power of the stock of the Corporation; 


    


    (b) the
      date
      on which any person or more than one person acting as a group acquires ownership
      of stock of the Corporation possessing thirty-five percent (35%) or more of
      the
      total voting power of the stock of the Corporation; 

    


    (c)
       the
      date
      on which individuals who formerly constituted a majority of the Board of
      Directors of the Corporation under Section 3(c) hereof and the replacement
      Director’s otherwise approved under Section 3(c), ceased to be a majority within
      a one year period. 

    


    5. TERMINATION
      OF EMPLOYMENT FOLLOWING A CHANGE OF CONTROL.

    


    If
      a
      Change of Control (as defined in Section 3 of this Agreement) shall occur and
      thereafter, there shall be:

    


    (i) any
      involuntary termination of Executive’s employment (other than for the reasons
      set forth in Section 2 of this Agreement); 

    


    (ii) 
      any
      reassignment of Executive to a location greater than fifty (50) miles from
      the
      location of Executive’s office on the date of the Change of
      Control;

    


    (iii) any
      reduction in Executive’s Annual Base Salary in effect on the date of the Change
      of Control or as the same may be increased from time to time after the Change
      of
      Control; or

    


    (iv) any
      failure to provide Executive with benefits at least as favorable as those
      enjoyed by Executive under any of Corporation’s or Bank’s retirement or pension,
      life insurance, medical, health and accident, disability or other employee
      plans
      in which Executive participated at the time of the Change of Control, or the
      taking of any action that would materially reduce any of such benefits in effect
      at the time of the Change of Control;

    


    then,
      at
      the option of Executive, exercisable by Executive within ninety (90) days of
      the
      occurrence of any of the foregoing events, Executive shall provide notice to
      Bank and Corporation of the existence of one of the above conditions and provide
      Bank and Corporation thirty (30) days in which to cure such condition. In the
      event that Bank and Corporation do not cure the condition within thirty (30)
      days of such notice, Executive may resign from employment by written notice
      (the
“Notice of Termination”) delivered to Bank and Corporation and the provisions of
      Section 6 shall thereupon apply. 

    


    6. PAYMENTS
      UPON TERMINATION. In the event that Executive delivers a Notice of Termination
      to Corporation and Bank (as defined in Section 5 of this Agreement), Executive
      shall, upon entering into a release agreement in favor of Corporation, be
      entitled to receive the compensation and benefits set forth
      below:


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    If,
      at
      the time of termination of Executive’s employment, a “Change of Control” (as
      defined in Section 3 of this Agreement) has also occurred, Bank shall pay
      Executive an amount equal to and no greater than twelve (12) months of the
      Executive’s Agreed Compensation as defined in Section 7, plus any bonus deferred
      or awarded but not yet paid, minus applicable taxes and withholdings, which
      shall be payable over an twelve (12) month period at the same times as salaries
      are payable to employees of the Bank. In addition, for a period of twelve (12)
      months from the date of termination of employment, or until Executive secures
      substantially similar benefits through other employment, whichever shall first
      occur, the Bank shall also maintain in full force and effect, for the continued
      benefit of the Executive, Executive’s health insurance (excluding dental and
      vision insurance) benefits to which the Executive was entitled to participate
      as
      of the date of termination. If Corporation, Bank, or their successor cannot
      provide such benefits under the terms of the plan, Bank, Corporation, or their
      successor shall reimburse Executive in an amount equal to the monthly premium
      paid by him to obtain substantially similar employee benefits which he enjoyed
      prior to termination, which reimbursement shall continue until the expiration
      of
      twelve (12) months from the date of termination of employment or until Executive
      secures substantially similar benefits through other employment, whichever
      shall
      first occur, subject to Code Section 409A if applicable. 

     

    In
      the
      event the payment described herein, when added to all other amounts or benefits
      provided to or on behalf of the Executive in connection with his termination
      of
      employment, would result in the imposition of an excise tax under Code Section
      4999, such payments shall be retroactively (if necessary) reduced to the extent
      necessary to avoid such excise tax imposition. Upon written notice to Executive,
      together with calculations of Corporation’s independent auditors, Executive
      shall remit to Corporation the amount of the reduction plus such interest as
      may
      be necessary to avoid the imposition of such excise tax. Notwithstanding the
      foregoing or any other provision of this contract to the contrary, if any
      portion of the amount herein payable to the Executive is determined to be
      non-deductible pursuant to the regulations promulgated under Section 280G of
      the
      Code, then Corporation shall be required only to pay to Executive the amount
      determined to be deductible under Section 280G.

    


    Notwithstanding
      any other provision, in the event that Executive is determined to be a key
      employee as that term is defined in Section 409A of the Code, no payment that
      is
      determined to be deferred compensation subject to Section 409A of the Code
      shall
      be made until one day following six months from the date of separation of
      service as that term is defined in Section 409A of the Code. 

    


    7.
       DEFINITION
      OF “EXECUTIVE’S AGREED COMPENSATION”. For purposes of this Agreement,
“Executive’s Agreed Compensation” shall be defined as the Executive’s fixed,
      gross, base annual salary then in effect as determined by the Board from time
      to
      time and shall not include any benefits, bonuses, incentives or other
      compensation. 

    


    8. UNAUTHORIZED
      DISCLOSURE. During the term of his employment hereunder, or at any later time,
      the Executive shall not, without the written consent of the Boards of Directors
      of Corporation and Bank or a person authorized thereby, knowingly disclose
      to
      any person, other than a person to whom disclosure is reasonably necessary
      or
      appropriate in connection with the performance by the Executive of his duties
      as
      an executive of Corporation and Bank, any material confidential information
      obtained by him while in the employ of Corporation and Bank with respect to
      any
      of Corporation’s and Bank’s services, products, improvements, formulas, designs
      or styles, processes, customers, methods of business or any business practices
      the disclosure of which could be or will be damaging to Corporation or Bank;
      provided, however, that confidential information shall not include any
      information known generally to the public (other than as a result of
      unauthorized disclosure by the Executive or any person with the assistance,
      consent or direction of the Executive) or any information of a type not
      otherwise considered confidential by persons engaged in the same business or
      a
      business similar to that conducted by Corporation and Bank or any information
      that must be disclosed as required by law.

    


    9. RETURN
      OF
      COMPANY PROPERTY AND DOCUMENTS. The Executive agrees that, at the time of
      termination of his employment, regardless of the reason for termination, he
      will
      deliver to Corporation, Bank and their subsidiaries and affiliates, any and
      all
      company property, including, but not limited to, keys, security codes or passes,
      mobile telephones, records, data, notes, reports, proposals, lists,
      correspondence, specifications, drawings, blueprints, sketches, software
      programs, equipment, other documents or property, or reproductions of any of
      the
      aforementioned items developed or obtained by the Executive during the course
      of
      his employment. 

    


    10. NOTICES.
      Except as otherwise provided in this Agreement, any notice required or permitted
      to be given under this Agreement shall be deemed properly given if in writing
      and if mailed by registered or certified mail, postage prepaid with return
      receipt requested, to Executive’s residence, in the case of notices to
      Executive, and to the principal executive offices of Corporation and Bank,
      in
      the case of notices to Corporation and Bank.


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    11. WAIVER.
      No provision of this Agreement may be modified, waived or discharged unless
      such
      waiver, modification or discharge is agreed to in writing and signed by
      Executive and an executive officer specifically designated by the Boards of
      Directors of Corporation and Bank. No waiver by either party hereto at any
      time
      of any breach by the other party hereto of, or compliance with, any condition
      or
      provision of this Agreement to be performed by such other party shall be deemed
      a waiver of similar or dissimilar provisions or conditions at the same or at
      any
      prior or subsequent time. 

    


    12. ASSIGNMENT.
      This Agreement shall not be assignable by any party, except by Corporation
      and
      Bank to any successor in interest to their respective businesses.

    


    13. ENTIRE
      AGREEMENT. This Agreement supersedes any and all agreements, either oral or
      in
      writing, between the parties with respect to the employment of the Executive
      by
      the Bank and/or Corporation and this Agreement contains all the covenants and
      agreements between the parties with respect to employment. 

    


    14. NO
      EMPLOYMENT CONTRACT. This Agreement is not an employment contract. Nothing
      contained herein shall guarantee or assure Executive of continued employment
      by
      Corporation. Rather, Corporation’s and Bank’s obligations to Executive hereunder
      shall arise only if Executive continues to be employed by Corporation and Bank
      in his present or in a higher capacity and, then, only in the event the
      conditions described herein for payment to Executive have been met.

    


    15. SUCCESSORS;
      BINDING AGREEMENT. 

    


    
      	 	
              (a)

            	
              Corporation
                and Bank will require any successor (whether direct or indirect,
                by
                purchase, merger, consolidation, or otherwise) to all or substantially
                all
                of the businesses and/or assets of Corporation and Bank to expressly
                assume and agree to perform this Agreement in the same manner and
                to the
                same extent that Corporation and Bank would be required to perform
                it if
                no such succession had taken place. Failure by Corporation and Bank
                to
                obtain such assumption and agreement prior to the effectiveness of
                any
                such succession shall constitute a breach of this Agreement and the
                provisions of Section 6 of this Agreement shall apply. As used in
                this
                Agreement, “Corporation” and “Bank” shall mean Corporation and Bank, as
                defined previously and any successor to their respective businesses
                and/or
                assets as aforesaid which assumes and agrees to perform this Agreement
                by
                operation of law or otherwise. 

            


    

    


    
      	 	
              (b)

            	
              This
                Agreement shall inure to the benefit of and be enforceable by Executive’s
                personal or legal representatives, executors, administrators, heirs,
                distributees, devisees and legatees. If Executive should die after
                a
                Notice of Termination is delivered by Executive, or following termination
                of Executive’s employment without Cause, and any amounts would be payable
                to Executive under this Agreement if Executive had continued to live,
                all
                such amounts shall be paid in accordance with the terms of this Agreement
                to Executive’s devisee, legatee, or other designee, or, if there is no
                such designee, to Executive’s
                estate.

            


    

    


    16. VALIDITY.
      The invalidity or unenforceability of any provision of this Agreement shall
      not
      affect the validity or enforceability of any other provision of this Agreement,
      which shall remain in full force and effect.

    


    17. APPLICABLE
      LAW. This Agreement shall be governed by and construed in accordance with the
      domestic, internal laws of the Commonwealth of Pennsylvania, without regard
      to
      its conflicts of laws principles. This Agreement shall also be interpreted
      as is
      minimally required to qualify any payment hereunder as not triggering any
      penalty on the Executive or the Corporation or Bank pursuant to Code Section
      409A and the regulations promulgated thereunder.

    


    18. HEADINGS.
      The section headings of this Agreement are for convenience only and shall not
      control or affect the meaning or construction or limit the scope or intent
      of
      any of the provisions of this Agreement.

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    
      	
              ATTEST:

            	 	 	
              UNION
                NATIONAL FINANCIAL CORPORATION

            
	 	 	 	 	 
	  
	 	 	
              By

            	     

	 	 	 	
              Mark
                D. Gainer

            
	 	 	 	
              Chairman,
                President and Chief Executive Officer

            
	 	 	 	 	 
	 	 	 	
              UNION
                NATIONAL COMMUNITY BANK

            
	 	 	 	 	 
	   
	 	 	
              By

            	     

	 	 	 	
              Mark
                D. Gainer

            
	 	 	 	
              Chairman,
                President and Chief Executive Officer

            
	 	 	 	 	 
	
              WITNESS:

            	 	 	
              EXECUTIVE

            
	 	 	 	 	 
	    
	 	  



    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    EXHIBIT
      10.18

    


    CHANGE
      OF CONTROL AGREEMENT

    


    THIS
      AGREEMENT is made as of the  
      day
      of 
      , 2008,
      between UNION NATIONAL FINANCIAL CORPOATION, a Pennsylvania business corporation
      having a place of business at 570 Lausch Lane, Pennsylvania, 17601
      (“Corporation”), UNION NATIONAL COMMUNITY BANK (“Bank”) a national banking
      association having a place of business at 570 Lausch Lane, Pennsylvania, 17601
      and ____________ (“Executive”), an individual residing in Pennsylvania
      (collectively the “Parties” and, individually, sometimes a
“Party”).

    


    W
      I T N E
      S S E T H:

    


    WHEREAS,
      the Corporation is a registered bank holding company;

    


    WHEREAS,
      the Bank is a subsidiary of the Corporation;

    


    WHEREAS,
      the Executive has been employed by the Bank as ______________________;


    


    WHEREAS,
      this Agreement will become operative only upon a Change of Control (as defined
      herein); and

    


    WHEREAS,
      the purpose of this Agreement is to define certain severance benefits that
      will
      be paid by the Corporation in the event of a Change of Control (as defined
      herein), but is not intended to affect, nor does it affect, the terms of the
      Executive’s employment at will, in the absence of a Change of Control (as
      defined herein) of the Corporation. 

    


    NOW
      THEREFORE, in consideration of the Executive’s service to the Corporation and of
      the mutual covenants, undertakings and agreements set forth herein and intending
      to be legally bound hereby, the Parties agree as follows:


    


    1. TERM.
      The
      term of the Agreement shall be effective as of the day and year written above,
      and shall continue until either Executive or Corporation or Bank gives the
      other
      written notice of termination of employment, with or without cause; provided,
      however, that during the period of time between the execution of an agreement
      to
      effect a Change of Control (as defined herein) and the actual Date of Change
      of
      Control (as defined herein), termination of the Executive’s employment shall
      only be for Cause (as defined herein).


    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    2. DEFINITION
      OF CAUSE. The term “Cause” shall be defined, for purposes of this Agreement, as
      the occurrence of one or more of the following:

    


    (i) Executive’s
      willful failure to perform the duties assigned to him, other than a failure
      resulting from Executive’s incapacity because of physical or mental
      illness;

    


    (ii) Executive’s
      failure to follow the good faith lawful instructions of the President and Chief
      Executive Officer of the Corporation or his designee with respect to its
      operations; 

    


    (iii) Executive’s
      willful engagement in misconduct which is materially injurious to the
      Corporation or the Bank;

     

    (iv) Executive’s
      intentional violation of the provisions of this Agreement; 

    


    (v)
       Executive’s
      willful and deliberate violation of any banking law or regulation, or any final
      cease and desist order issued by a bank regulatory authority; 

    


    (vi) Executive’s
      conviction of or entering into a plea of nolo contender to a felony, a crime
      of
      falsehood or to a crime involving moral turpitude;

    


    (vii)
       Executive’s
      suspension, removal, or prohibition from being an institutional-affiliated
      party
      by a final order of an appropriate federal banking agency pursuant to Section
      8(e) or 8(g) of the Federal Deposit Insurance Act or by the Office of the
      Comptroller of the Currency pursuant to federal law; 

    


    (viii) Executive’s
      commission of any act of moral turpitude or other illicit or illegal conduct
      which brings public discredit or results in financial loss to the Corporation
      or
      the Bank;

    


    (ix) Executive’s
      dishonesty or gross negligence in the performance of his duties;

    


    (x) Executive’s
      breach of fiduciary duty involving personal gain; 

    


    (xi) unlawful
      harassment by the Executive against employees, customers, business associates,
      contractors, or vendors of the Corporation or Bank which results or may be
      reasonably expected to result in material liability to the Corporation or
      Bank;

    


    (xii) theft
      or
      abuse by Executive of the Corporation’s or Bank’s property or the property of
      Corporation’s or Bank’s customers, employees, contractors, vendors, or business
      associates; 

    


    (xiii)
       Executive’s
      commission of any act of fraud, misappropriation, or personal dishonesty;


    


    (xiv) insubordination
      as determined by an affirmative vote of seventy-five percent (75%) of the Board
      of Directors of the Corporation or Bank; or

    


    (xv) the
      existence of any material conflict between the interests of the Corporation
      or
      Bank and the Executive that is not disclosed in writing by the Executive to
      the
      Corporation and Bank and approved in writing by the Boards of Directors of
      the
      Corporation and Bank. 

    


    3. DEFINITION
      OF CHANGE OF CONTROL.  As
      used
      in this Agreement, “Change of Control” shall mean: A change of control (other
      than one occurring by reason of an acquisition of the Corporation by Executive)
      wherein the Board of Directors certifies that one of the following has occurred:
      

     

    (a)
      any
“person” or more than one person acting as a group (as such term is defined in
      Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and any
      Internal Revenue Guidance and regulations under Section 409A of the Code),
      other
      than Bank and Corporation or any “person” who on the date hereof is a director
      or officer of Bank and Corporation, acquires ownership of stock of the
      Corporation together with stock held by such person constituting more than
      fifty
      percent (50%) of the total fair market value or total voting power of the stock
      of the Corporation; or 


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    (b)
      any
“person” or more than one person acting as a group (as such term is defined in
      Section 409A of the Code and any Internal Revenue Guidance and regulations
      under
      Section 409A of the Code), acquires (or has acquired during the 12-month period
      ending on the date of the most recent acquisition by such person or persons)
      ownership of stock of the Corporation possessing thirty-five percent (35%)
      or
      more of the total voting power of the stock of the Corporation; or 

     

    (c)
      during any period of one (1) year during this Agreement, individuals who at
      the
      beginning of such period constitute the Board of Directors of Corporation cease
      for any reason to constitute at least a majority thereof, unless the election
      of
      each director who was not a director at the beginning of such period has been
      approved in advance by directors representing at least two-thirds (2/3) of
      the
      directors then in office who were directors at the beginning of the period.
      


     

    4. DEFINITION
      OF DATE OF CHANGE OF CONTROL. For purposes of this Agreement, the “Date of
      Change of Control” shall mean:  

    


    (a)
       the
      first
      date on which any person or more than one person acting as a group acquire
      ownership of fifty percent (50%) or more of the total fair market value or
      total
      voting power of the stock of the Corporation; 

    


    


    (b) the
      date
      on which any person or more than one person acting as a group acquires ownership
      of stock of the Corporation possessing thirty-five percent (35%) or more of
      the
      total voting power of the stock of the Corporation; 

    


    (c)
       the
      date
      on which individuals who formerly constituted a majority of the Board of
      Directors of the Corporation under Section 3(c) hereof and the replacement
      Director’s otherwise approved under Section 3(c), ceased to be a majority within
      a one year period. 

    


    5. TERMINATION
      OF EMPLOYMENT FOLLOWING A CHANGE OF CONTROL.

    


    If
      a
      Change of Control (as defined in Section 3 of this Agreement) shall occur and
      thereafter, there shall be:

    


    (i) any
      involuntary termination of Executive’s employment (other than for the reasons
      set forth in Section 2 of this Agreement); 

    


    (ii) 
      any
      reassignment of Executive to a location greater than fifty (50) miles from
      the
      location of Executive’s office on the date of the Change of
      Control;

    


    (iii) any
      reduction in Executive’s Annual Base Salary in effect on the date of the Change
      of Control or as the same may be increased from time to time after the Change
      of
      Control; or

    


    (iv) any
      failure to provide Executive with benefits at least as favorable as those
      enjoyed by Executive under any of Corporation’s or Bank’s retirement or pension,
      life insurance, medical, health and accident, disability or other employee
      plans
      in which Executive participated at the time of the Change of Control, or the
      taking of any action that would materially reduce any of such benefits in effect
      at the time of the Change of Control;

    


    then,
      at
      the option of Executive, exercisable by Executive within ninety (90) days of
      the
      occurrence of any of the foregoing events, Executive shall provide notice to
      Bank and Corporation of the existence of one of the above conditions and provide
      Bank and Corporation thirty (30) days in which to cure such condition. In the
      event that Bank and Corporation do not cure the condition within thirty (30)
      days of such notice, Executive may resign from employment by written notice
      (the
“Notice of Termination”) delivered to Bank and Corporation and the provisions of
      Section 6 shall thereupon apply. 

    


    6. PAYMENTS
      UPON TERMINATION. In the event that Executive delivers a Notice of Termination
      to Corporation and Bank (as defined in Section 5 of this Agreement), Executive
      shall, upon entering into a release agreement in favor of Corporation, be
      entitled to receive the compensation and benefits set forth
      below:


    
      
         

      

      
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    If,
      at
      the time of termination of Executive’s employment, a “Change of Control” (as
      defined in Section 3 of this Agreement) has also occurred, Bank shall pay
      Executive an amount equal to and no greater than eighteen (18) months of the
      Executive’s Agreed Compensation as defined in Section 7, plus any bonus deferred
      or awarded but not yet paid, minus applicable taxes and withholdings, which
      shall be payable over an eighteen (18) month period at the same times as
      salaries are payable to employees of the Bank. In addition, for a period of
      eighteen (18) months from the date of termination of employment, or until
      Executive secures substantially similar benefits through other employment,
      whichever shall first occur, the Bank shall also maintain in full force and
      effect, for the continued benefit of the Executive, Executive’s health insurance
      (excluding dental and vision insurance) benefits to which the Executive was
      entitled to participate as of the date of termination. If Corporation, Bank,
      or
      their successor cannot provide such benefits under the terms of the plan, Bank,
      Corporation, or their successor shall reimburse Executive in an amount equal
      to
      the monthly premium paid by him to obtain substantially similar employee
      benefits which he enjoyed prior to termination, which reimbursement shall
      continue until the expiration of eighteen (18) months from the date of
      termination of employment or until Executive secures substantially similar
      benefits through other employment, whichever shall first occur, subject to
      Code
      Section 409A if applicable. 

     

    In
      the
      event the payment described herein, when added to all other amounts or benefits
      provided to or on behalf of the Executive in connection with his termination
      of
      employment, would result in the imposition of an excise tax under Code Section
      4999, such payments shall be retroactively (if necessary) reduced to the extent
      necessary to avoid such excise tax imposition. Upon written notice to Executive,
      together with calculations of Corporation’s independent auditors, Executive
      shall remit to Corporation the amount of the reduction plus such interest as
      may
      be necessary to avoid the imposition of such excise tax. Notwithstanding the
      foregoing or any other provision of this contract to the contrary, if any
      portion of the amount herein payable to the Executive is determined to be
      non-deductible pursuant to the regulations promulgated under Section 280G of
      the
      Code, then Corporation shall be required only to pay to Executive the amount
      determined to be deductible under Section 280G.

    


    Notwithstanding
      any other provision, in the event that Executive is determined to be a key
      employee as that term is defined in Section 409A of the Code, no payment that
      is
      determined to be deferred compensation subject to Section 409A of the Code
      shall
      be made until one day following six months from the date of separation of
      service as that term is defined in Section 409A of the Code. 

    


    7.
       DEFINITION
      OF “EXECUTIVE’S AGREED COMPENSATION”. For purposes of this Agreement,
“Executive’s Agreed Compensation” shall be defined as the Executive’s fixed,
      gross, base annual salary then in effect as determined by the Board from time
      to
      time and shall not include any benefits, bonuses, incentives or other
      compensation. 

    


    8. UNAUTHORIZED
      DISCLOSURE. During the term of his employment hereunder, or at any later time,
      the Executive shall not, without the written consent of the Boards of Directors
      of Corporation and Bank or a person authorized thereby, knowingly disclose
      to
      any person, other than a person to whom disclosure is reasonably necessary
      or
      appropriate in connection with the performance by the Executive of his duties
      as
      an executive of Corporation and Bank, any material confidential information
      obtained by him while in the employ of Corporation and Bank with respect to
      any
      of Corporation’s and Bank’s services, products, improvements, formulas, designs
      or styles, processes, customers, methods of business or any business practices
      the disclosure of which could be or will be damaging to Corporation or Bank;
      provided, however, that confidential information shall not include any
      information known generally to the public (other than as a result of
      unauthorized disclosure by the Executive or any person with the assistance,
      consent or direction of the Executive) or any information of a type not
      otherwise considered confidential by persons engaged in the same business or
      a
      business similar to that conducted by Corporation and Bank or any information
      that must be disclosed as required by law.

    


    9. RETURN
      OF
      COMPANY PROPERTY AND DOCUMENTS. The Executive agrees that, at the time of
      termination of his employment, regardless of the reason for termination, he
      will
      deliver to Corporation, Bank and their subsidiaries and affiliates, any and
      all
      company property, including, but not limited to, keys, security codes or passes,
      mobile telephones, records, data, notes, reports, proposals, lists,
      correspondence, specifications, drawings, blueprints, sketches, software
      programs, equipment, other documents or property, or reproductions of any of
      the
      aforementioned items developed or obtained by the Executive during the course
      of
      his employment. 

    


    10. NOTICES.
      Except as otherwise provided in this Agreement, any notice required or permitted
      to be given under this Agreement shall be deemed properly given if in writing
      and if mailed by registered or certified mail, postage prepaid with return
      receipt requested, to Executive’s residence, in the case of notices to
      Executive, and to the principal executive offices of Corporation and Bank,
      in
      the case of notices to Corporation and Bank.


    
      
         

      

      
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    11. WAIVER.
      No provision of this Agreement may be modified, waived or discharged unless
      such
      waiver, modification or discharge is agreed to in writing and signed by
      Executive and an executive officer specifically designated by the Boards of
      Directors of Corporation and Bank. No waiver by either party hereto at any
      time
      of any breach by the other party hereto of, or compliance with, any condition
      or
      provision of this Agreement to be performed by such other party shall be deemed
      a waiver of similar or dissimilar provisions or conditions at the same or at
      any
      prior or subsequent time. 

    


    12. ASSIGNMENT.
      This Agreement shall not be assignable by any party, except by Corporation
      and
      Bank to any successor in interest to their respective businesses.

    


    13. ENTIRE
      AGREEMENT. This Agreement supersedes any and all agreements, either oral or
      in
      writing, between the parties with respect to the employment of the Executive
      by
      the Bank and/or Corporation and this Agreement contains all the covenants and
      agreements between the parties with respect to employment. 

    


    14. NO
      EMPLOYMENT CONTRACT. This Agreement is not an employment contract. Nothing
      contained herein shall guarantee or assure Executive of continued employment
      by
      Corporation. Rather, Corporation’s and Bank’s obligations to Executive hereunder
      shall arise only if Executive continues to be employed by Corporation and Bank
      in his present or in a higher capacity and, then, only in the event the
      conditions described herein for payment to Executive have been met.

    


    15. SUCCESSORS;
      BINDING AGREEMENT. 

    


    
      	 	
              (a)

            	
              Corporation
                and Bank will require any successor (whether direct or indirect,
                by
                purchase, merger, consolidation, or otherwise) to all or substantially
                all
                of the businesses and/or assets of Corporation and Bank to expressly
                assume and agree to perform this Agreement in the same manner and
                to the
                same extent that Corporation and Bank would be required to perform
                it if
                no such succession had taken place. Failure by Corporation and Bank
                to
                obtain such assumption and agreement prior to the effectiveness of
                any
                such succession shall constitute a breach of this Agreement and the
                provisions of Section 6 of this Agreement shall apply. As used in
                this
                Agreement, “Corporation” and “Bank” shall mean Corporation and Bank, as
                defined previously and any successor to their respective businesses
                and/or
                assets as aforesaid which assumes and agrees to perform this Agreement
                by
                operation of law or otherwise. 

            


    

    


    
      	 	
              (b)

            	
              This
                Agreement shall inure to the benefit of and be enforceable by Executive’s
                personal or legal representatives, executors, administrators, heirs,
                distributees, devisees and legatees. If Executive should die after
                a
                Notice of Termination is delivered by Executive, or following termination
                of Executive’s employment without Cause, and any amounts would be payable
                to Executive under this Agreement if Executive had continued to live,
                all
                such amounts shall be paid in accordance with the terms of this Agreement
                to Executive’s devisee, legatee, or other designee, or, if there is no
                such designee, to Executive’s
                estate.

            


    

    


    16. VALIDITY.
      The invalidity or unenforceability of any provision of this Agreement shall
      not
      affect the validity or enforceability of any other provision of this Agreement,
      which shall remain in full force and effect.

    


    17. APPLICABLE
      LAW. This Agreement shall be governed by and construed in accordance with the
      domestic, internal laws of the Commonwealth of Pennsylvania, without regard
      to
      its conflicts of laws principles. This Agreement shall also be interpreted
      as is
      minimally required to qualify any payment hereunder as not triggering any
      penalty on the Executive or the Corporation or Bank pursuant to Code Section
      409A and the regulations promulgated thereunder.

    


    18. HEADINGS.
      The section headings of this Agreement are for convenience only and shall not
      control or affect the meaning or construction or limit the scope or intent
      of
      any of the provisions of this Agreement.

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.


    
      
         

      

      
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              ATTEST:

            	 	 	
              UNION
                NATIONAL FINANCIAL CORPORATION

            
	 	 	 	 	 
	     
	 	 	
              By

            	     

	 	 	 	
              Mark
                D. Gainer

            
	 	 	 	
              Chairman,
                President and Chief Executive Officer

            
	 	 	 	 	 
	 	 	 	
              UNION
                NATIONAL COMMUNITY BANK

            
	 	 	 	 	 
	   
	 	 	
              By

            	    

	 	 	 	
              Mark
                D. Gainer

            
	 	 	 	
              Chairman,
                President and Chief Executive Officer

            
	 	 	 	 	 
	
              WITNESS:

            	 	 	
              EXECUTIVE

            
	 	 	 	 
	 	 	 


    


    
      
         

      

      
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