AMENDED AND RESTATED EMPLOYMENT AGREEMENT

    THIS AGREEMENT is made as of the 29th day of December, 2006,
between UNION NATIONAL FINANCIAL CORPORATION ("Corporation"), a
Pennsylvania business corporation having a place of business at
570 Lausch Lane, Lancaster, Pennsylvania 17601, UNION NATIONAL
COMMUNITY BANK ("Bank") a national banking association having a
place of business at 570 Lausch Lane, Lancaster, Pennsylvania
17601, and MARK D. GAINER ("Executive"), an individual residing
at 995 Chapel Forge Court, Lancaster, Pennsylvania 17601.

                        WITNESSETH:

    WHEREAS, this Amended and Restated Employment Agreement
continues in effect the Employment Agreement made between the
parties effective January 1, 2004 with certain modifications; and

    WHEREAS, the purpose of this Amended and Restated Employment
Agreement is to meet the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended (the "Code"); and

    WHEREAS, the Corporation is a registered bank holding
company; and

    WHEREAS, the Bank is a subsidiary of the Corporation; and

    WHEREAS, Corporation and Bank desire to employ Executive to
serve in the capacity of President and Chief Executive Officer of
each of Corporation and Bank under the terms and conditions set
forth herein;

    WHEREAS, Executive desires to accept employment with
Corporation and Bank on the terms and conditions set forth
herein.

                       AGREEMENT:

    NOW, THEREFORE, the parties hereto, intending to be legally
bound, agree as follows:
    1.  Employment. Corporation and Bank hereby employ Executive
        and Executive hereby accepts employment with Corporation
        and Bank, under the terms and conditions set forth in
        this Agreement.
    2.  Duties of Employee. Executive shall perform and
        discharge well and faithfully such duties as an
        executive officer of Corporation and Bank as may be
        assigned to Executive from time to time by the Board of
        Directors of Corporation and Bank. Executive shall be
        employed as President and Chief Executive Officer of
        Corporation and Chief Executive Officer of Bank, and
        shall hold such other titles as may be given to him from
        time to time by the Board of Directors of Corporation
        and Bank. Executive shall devote his full time,

<PAGE>

        attention and energies to the business of Corporation
        and Bank during the Employment Period (as defined in
        Section 3 of this Agreement); provided, however, that
        this Section 2 shall not be construed as preventing
        Executive from (a) engaging in activities incident or
        necessary to personal investments so long as such
        investment does not exceed 5% of the outstanding shares
        of any publicly held company, (b) acting as a member of
        the Board of Directors of any other corporation or as a
        member of the Board of Trustees of any other
        organization, with the prior approval of the Board of
        Directors of Corporation and Bank, or (c) being involved
        in any other activity with the prior approval of the
        Board of Directors of Corporation and Bank. The
        Executive shall not engage in any business or commercial
        activities, duties or pursuits which compete with the
        business or commercial activities of Corporation or
        Bank, nor may the Executive serve as a director or
        officer or in any other capacity in a company which
        competes with Corporation or Bank.

    3.  Term of Agreement.

        (a)  This Agreement shall be for a five (5) year period
             (the "Employment Period") beginning on the date of
             the Employment Agreement, and if not previously
             terminated pursuant to the terms of this Agreement,
             the Employment Period shall end five (5) years
             later (the "Initial Term"). The Employment Period
             shall be extended automatically for one additional
             year on the first annual anniversary date of the
             commencement of the Initial Term (the date first
             above written), and then on each annual anniversary
             date of this Agreement thereafter, unless any of
             Corporation, Bank or Executive gives contrary
             written notice to the other(s) not less than 180
             days before any such anniversary date so that upon
             the anniversary date if notice had not been
             previously given as provided in this Section 3(a),
             the Employment Period shall be and continue for a
             five-year period thereafter. References in the
             Agreement to "Employment Period" shall refer to the
             Initial Term of this Agreement and any extensions
             to the initial term of this Agreement.

        (b)  Notwithstanding the provisions of Section 3(a) of
             this Agreement, this Agreement shall terminate
             automatically for Cause (as defined herein) upon
             written notice from the Board of Directors of each
             of Corporation and Bank to Executive. As used in
             this Agreement, "Cause" shall mean any of the
             following:

             (i)  Executive's conviction of or plea of guilty or
                  nolo contendere to a felony, a crime of
                  falsehood or a crime involving moral
                  turpitude, or the actual incarceration of
                  Executive for a period of forty five (45)
                  consecutive days or more;

             (ii) Executive's failure to follow the good faith
                  lawful instructions of the Board of Directors
                  of Corporation or Bank with respect to its
                  operations, after written notice from
                  Corporation or Bank and a failure to cure such
                  violation within twenty (20) days of said
                  written notice;

<PAGE>

             (iii) Executive's willful failure to substantially
                   perform Executive's duties to Corporation or
                   Bank, other than a failure resulting from
                   Executive's incapacity because of physical or
                   mental illness, as provided in subsection (d)
                   of this Section 3, after written notice from
                   Corporation or Bank and a failure to cure
                   such violation within twenty (20) days of
                   said written notice;

             (iv)  Executive's intentional violation of the
                   provisions of this Agreement, after written
                   notice from Corporation or Bank and a failure
                   to cure such violation within twenty (20)
                   days of said written notice;

             (v)   dishonesty of the Executive in the
                   performance of his duties;

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

             (vii) conduct by the Executive as determined by an
                   affirmative vote of seventy-five percent
                   (75%) of the disinterested members of the
                   Board of Directors which brings public
                   discredit to Corporation or Bank which
                   results or may be reasonably expected to
                   result in material financial or other harm to
                   the Corporation or Bank;

             (viii)Executive's breach of fiduciary duty
                   involving personal profit; or

             (ix)  unlawful harassment by the Executive against
                   employees, customers, business associates,
                   contractors, or vendors of Corporation or
                   Bank which results or may be reasonably
                   expected to result in material liability to
                   Corporation or Bank, as determined by an
                   affirmative vote of three-fourths (3/4) of
                   the disinterested independent members of the
                   Board of Directors of Corporation or Bank,
                   following an investigation of the claims by a
                   third party unrelated to the Bank chosen by
                   the Executive and Corporation. If the
                   Executive and Corporation do not agree on
                   said third party, then as chosen by an
                   affirmative vote of three-fourths (3/4) of
                   the disinterested independent members of the
                   Board of Directors of the Corporation.

             (x)   Before taking any vote under subparagraphs
                   (vii) and (ix) above, Executive shall be
                   entitled to appear before the Board and
                   present Executive's position as to any issues
                   about which Executive has been notified by
                   the Board in writing. Such appearance shall
                   be within a reasonable period of time
                   following written notice to Executive of the
                   issues but in no event longer than thirty
                   days after the date of said written notice.

<PAGE>

             If this Agreement is terminated for Cause, all of
             Executive's rights under this Agreement shall cease
             as of the effective date of such termination.

        (c)  Notwithstanding the provisions of Section 3(a)
             of this Agreement, this Agreement shall
             terminate automatically upon Executive's voluntary
             termination of employment (other than in accordance
             with Section 5 of this Agreement) for Good Reason.
             The term "Good Reason" shall mean (i) the
             assignment of duties and responsibilities
             inconsistent with Executive's status as President
             and Chief Executive Officer of Corporation and
             Bank, (ii) a reassignment which requires Executive
             to move his principal residence or his office more
             than fifty (50) miles from the Corporation's and
             Bank's principal executive office immediately prior
             to this Agreement, (iii) any removal of the
             Executive from office or any adverse change in the
             terms and conditions of the Executive's employment,
             except for any termination of the Executive's
             employment under the provisions of Section 3(b)
             hereof, (iv) any reduction in the Executive's
             Annual Base Salary as in effect on the date hereof
             or as the same may be increased from time to time,
            except such reductions that are the result of a
             national financial depression or national or bank
             emergency when such reduction has been implemented
             by the Board of Directors for the Corporation and
             Bank's senior management, or (v) any failure of
             Corporation and Bank to provide the Executive with
             benefits at least as favorable as those enjoyed by
             the Executive during the Employment Period under
             any of the pension, life insurance, medical, health
             and accident, disability or other employee plans of
             Corporation and Bank, or the taking of any action
             that would materially reduce any of such benefits
             unless such reduction is part of a reduction
             applicable to all employees. If such termination
             occurs for Good Reason, then Corporation or Bank
             shall pay Executive an amount equal to the greater
             of the remaining balance of the Agreed Compensation
             otherwise due to the Executive for the remainder of
             the then existing Employment Period or 2.99 times
             the Executive's Agreed Compensation as defined in
             subsection (f) of this Section 3, which amount
             shall be payable in thirty-six (36) equal monthly
             installments and shall be subject to federal, state
             and local tax withholdings. In addition, for a
             period of three (3) years from the date of
             termination of employment, or until Executive
             secures substantially similar benefits through
             other employment, whichever shall first occur,
             Executive shall receive a continuation of all life,
             disability, medical insurance and other normal
             health and welfare benefits in effect with respect
             to Executive during the two (2) years prior to his
             termination of employment, or, if Corporation and
             Bank cannot provide such benefits because Executive
             is no longer an employee, a dollar amount equal to
             the cost to Executive of obtaining such benefits
             (or substantially similar benefits), but only to
             the extent that such payment will not violate
             Section 409A of the Code. If permitted under the
             terms of the plan, Executive shall receive the
             additional retirement benefits to which he would
             have been entitled had his employment continued
             through the then remaining term of the Agreement.
             In the event the payment described herein, when
             added to all other amounts or benefits provided to
             or on behalf of Executive in connection with
             Executive's termination of employment, would result
             in the

<PAGE>

             imposition of an excise tax under Code Section
             4999, the last sentence of Section 6(a) hereof
             shall apply.

             At the option of the Executive, exercisable by the
             Executive within ninety (90) days after the
             occurrence of the event constituting "Good Reason,"
             the Executive may resign from employment under this
             Agreement by a notice in writing (the "Notice of
             Termination") delivered to Corporation and Bank and
             the provisions of this Section 3(c) hereof shall
             thereupon apply.

        (d)  Notwithstanding the provisions of Section 3(a) of
             this Agreement, this Agreement shall terminate
             automatically upon Executive's Disability and
             Executive's rights under this Agreement shall cease
             as of the date of such termination; provided,
             however, that Executive shall nevertheless be
             entitled to receive an amount equal to and no
             greater than 70% of the Executive's Agreed
             Compensation as defined in subsection (f) of this
             Section 3, less amounts payable under any
             disability plan of Corporation and Bank, until the
             earliest of (i) Executive's return to employment,
             (ii) his attainment of age 65, (iii) his death, or
             (iv) the end of the then existing Employment
             Period. In addition, Executive shall receive for
             such period a continuation of all life, disability,
             medical insurance and other normal health and
             welfare benefits in effect with respect to
             Executive during the two (2) years prior to his
             disability, or, if Corporation and Bank cannot
             provide such benefits because Executive is no
             longer an employee, a dollar amount equal to the
             cost to Executive of obtaining such benefits (or
             substantially similar benefits), but only to the
             extent that such payment will not violate Section
             409A of the Code. For purposes of this Agreement,
             the Executive shall have a Disability if Executive
             is unable to engage in any substantial gainful
             activity by reason of any medically determinable
             physical or mental impairment that can be expected
             to result in death or can be expected to last for a
             continuous period of not less than twelve (12)
             months. The Executive shall have no duty to
             mitigate any payment provided for in this Section
             3(d) by seeking other employment.

        (e)  Executive agrees that in the event his employment
             under this Agreement is terminated, Executive shall
             resign as a director of Corporation and Bank, or
             any affiliate or subsidiary thereof, if he is then
             serving as a director of any of such entities.


        (f)  The term "Agreed Compensation" shall equal the sum
             of (A) the Executive's highest Annual Base Salary
             under the Agreement, and (B) the average of the
             Executive's annual bonuses with respect to the
             three (3) calendar years immediately preceding the
             Executive's termination.

    4.  Employment Period Compensation.

        (a)  Annual Base Salary. For services performed by
             Executive under this Agreement, Corporation or Bank
             shall pay Executive an Annual Base Salary during
             the
<PAGE>

             Employment Period at the rate of $219,450.00 per
             year, minus applicable withholdings and deductions,
             payable at the same times as salaries are payable
             to other executive employees of Corporation or
             Bank. Corporation or Bank may, from time to time,
             increase Executive's Annual Base Salary, and any
             and all such increases shall be deemed to
             constitute amendments to this Section 4(a) to
             reflect the increased amounts, effective as of the
             date established for such increases by the Board of
             Directors of Corporation or Bank or any committee
             of such Board in the resolutions authorizing such
             increases.

        (b)  Bonus. For services performed by Executive under
             this Agreement, Corporation or Bank may, from time
             to time, pay a bonus or bonuses to Executive as
             Corporation or Bank, in its sole discretion, deems
             appropriate. The payment of any such bonuses shall
             not reduce or otherwise affect any other obligation
             of Corporation or Bank to Executive provided for in
             this Agreement.

        (c)  Vacations. During the term of this Agreement,
             Executive shall be entitled to paid annual vacation
             in accordance with the policies as established from
             time to time by the Boards of Directors of
             Corporation and Bank. However, Executive shall not
             be entitled to receive any additional compensation
             from Corporation and Bank for failure to take a
             vacation, nor shall Executive be able to accumulate
             unused vacation time from one year to the next,
             except to the extent authorized by the Boards of
             Directors of Corporation and Bank.

        (d)  Automobile. During the term of this Agreement,
             Corporation and Bank shall provide Executive with
             exclusive use of an automobile mutually agreed upon
             by Corporation and Bank. Corporation and Bank shall
             be responsible and shall pay for all costs of
             insurance coverage, repairs, maintenance and other
             operating and incidental expenses, including
             license, fuel and oil. Corporation and Bank shall
             provide Executive with a replacement automobile at
             approximately the time Executive's automobile
             reaches three (3) years of age or 50,000 miles,
             whichever is first, and approximately every three
             (3) years or 50,000 miles thereafter, upon the same
             terms and conditions.

        (e)  Employee Benefit Plans. During the term of this
             Agreement, Executive shall be entitled to
             participate in or receive the benefits of any
             employee benefit plan currently in effect at
             Corporation and Bank, subject to the terms of said
             plan, until such time that the Boards of Directors
             of Corporation and Bank authorize a change in such
             benefits. Corporation and Bank shall not make any
             changes in such plans or benefits which would
             adversely affect Executive's rights or benefits
             thereunder, unless such change occurs pursuant to a
             program applicable to all executive officers of
             Corporation and Bank and does not result in a
             proportionately greater adverse change in the
             rights of or benefits to Executive as compared with
             any other executive officer of Corporation and
             Bank. Nothing paid to Executive under any plan or
             arrangement presently in effect or made
<PAGE>

             available in the future shall be deemed to be in
             lieu of the salary payable to Executive pursuant to
             Section 4(a) hereof.

        (f)  Business Expenses. During the term of this
             Agreement, Executive shall be entitled to receive
             prompt reimbursement for all reasonable expenses
             incurred by him, which are properly accounted for,
             in accordance with the policies and procedures
             established by the Boards of Directors of
             Corporation and Bank for their executive officers.

        (g)  Club Membership. Corporation or Bank shall provide
             the Executive with a membership to a Country Club
             in Pennsylvania mutually agreed upon, paying
             initiation and other fees, membership dues,
             assessments and business-related expenses.

    5.  Termination of Employment Following Change in Control.

        (a)  If a Change in Control (as defined in Section 5(b)
             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 3(b) or 3(d) of this
                   Agreement);

             (ii)  any reduction in Executive's title,
                   responsibilities, including reporting
                   responsibilities, or authority, including
                   such title, responsibilities or authority as
                   such may be increased from time to time
                   during the term of this Agreement;

             (iii) the assignment to Executive of duties
                   inconsistent with Executive's office on the
                   date of the Change in Control or as the same
                   may be increased from time to time after the
                   Change in Control;

             (iv)  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 in Control;

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

             (vi)  any failure to provide Executive with
                   benefits at least as favorable as those
                   enjoyed by Executive under any of Corporation
                   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 in Control, or the taking of any
                   action that would materially reduce any of
                   such benefits in effect at the time of the
                   Change in Control;

<PAGE>

             (vii) any requirement that Executive travel in
                   performance of his duties on behalf of
                   Corporation or Bank for a significantly
                   greater period of time during any year than
                   was required of Executive during the year
                   preceding the year in which the Change in
                   Control occurred;

             (viii)any sustained pattern of interruption or
                   disruption of Executive for matters
                   substantially unrelated to Executive's
                   discharge of Executive's duties on behalf of
                   Corporation and Bank; or

             (ix)  a good faith determination by Executive that
                   he can no longer work with the new management
                   of Corporation and Bank.

             then, at the option of Executive, exercisable by
             Executive within one hundred eighty (180) days of
             the Change in Control, Executive may resign from
             employment with Corporation and Bank (or, if
             involuntarily terminated, give notice of intention
             to collect benefits under this Agreement) by
             delivering a notice in writing (the "Notice of
             Termination") to Corporation and Bank and the
             provisions of Section 6 of this Agreement shall
             apply.

        (b)  As used in this Agreement, "a Change in Control"
             (other than one occurring by reason of an
             acquisition of the Company by Executive) shall be
             deemed to have occurred if the Board of Directors
             of Corporation or Bank certifies on an objective
             basis that one of the following has occurred:

             (i)   a sale or other transfer of ownership of
                   forty percent (40%) or more of the total
                   gross fair market value of the assets of
                   Corporation and Bank to any individual,
                   corporation, partnership, trust, or other
                   entity or organization (a "Person") or group
                   of Persons acting in concert as a partnership
                   or other group, other than a Person
                   controlling, controlled by, or under common
                   control with Corporation or Bank;

             (ii)  any Person or group of Persons acting in
                   concert as a partnership or other group,
                   other than a Person controlling, controlled
                   by, or under common control with Corporation
                   or Bank, acquires ownership of stock in
                   Corporation, that together with stock held by
                   such Person or group, constitutes more than
                   50 percent of the total fair market value or
                   total voting power of the stock of
                   Corporation, provided such Person or group
                   did not own more than 50 percent of the total
                   fair market value or total voting power of
                   the stock of Corporation prior to such
                   acquisition; or

             (iii) the replacement of a majority of members of
                   Corporation's Board of Directors over any
                   period of one year or less by directors whose
                   appointment or election is not endorsed by a
                   majority of the members of
<PAGE>

                   the Corporation's Board of Directors prior to
                   the date of the appointment or election.

    6.  Rights in Event of Termination of Employment Following
     Change in Control.

        (a)  In the event that Executive delivers a Notice of
             Termination (as defined in Section 5(a) of this
             Agreement) to Corporation and Bank, Executive shall
             be entitled to receive the compensation and
             benefits set forth below:

             If, at the time of termination of Executive's
             employment, a "Change in Control" (as defined in
             Section 5(b) of this Agreement) has also occurred,
             Corporation and Bank shall pay Executive an amount
             equal to and not greater than 2.99 times the
             Executive's Agreed Compensation as defined in
             subsection (f) of this Section 3, which amount
             shall be payable in thirty-six (36) equal monthly
             installments and shall be subject to federal, state
             and local tax withholdings. In addition, for a
             period of three (3) years from the date of
             termination of employment, or until Executive
             secures substantially similar benefits through
             other employment, whichever shall first occur,
             Executive shall receive a continuation of all life,
             disability, medical insurance and other normal
             health and welfare benefits in effect with respect
             to Executive during the two (2) years prior to his
             termination of employment, or, if Corporation and
             Bank cannot provide such benefits because Executive
             is no longer an employee, a dollar amount equal to
             the cost to Executive of obtaining such benefits
             (or substantially similar benefits), but only to
             the extent that such payment will not violate
             Section 409A of the Code. If permitted under the
             terms of the plan, Executive shall receive
             additional retirement benefits to which he would
             have been entitled had his employment continued
             through the then remaining term of the Agreement.
             In the event the payment described herein, when
             added to all other amounts or benefits provided to
             or on behalf of Executive in connection with
             Executive's termination of employment, would result
             in the imposition of an excise tax under Code
             Section 4999, Executive shall receive an additional
             payment such that the net amount retained by the
             Executive, after application of such excise tax and
             any federal, state and local income and payroll
             taxes payable by Executive on such additional
             payment, shall be equal to the amount Executive
             would have received had the excise tax not been
             imposed; provided, however, that no such additional
             payment shall be made hereunder unless the amount
             of "parachute payments" exceeds three times the
             aggregate allocable "base amount" for such
             parachute payments (as those terms are defined
             under Code Section 280G) by more than fifty
             thousand dollars ($50,000); and provided further,
             that if the amount of parachute payments does not
             exceed three times the aggregate allocable base
             amount by more than fifty thousand dollars
             ($50,000), the amount payable to Executive
             hereunder shall be reduced to the extent necessary,
             but no more than is necessary, to avoid application
             of any excise tax under Code Section 4999.
<PAGE>

        (b)  Executive shall not be required to mitigate the
             amount of any payment provided for in this Section
             6 by seeking other employment or otherwise. Unless
             otherwise agreed to in writing, the amount of
             payment or the benefit provided for in this Section
             6 shall not be reduced by any compensation earned
             by Executive as the result of employment by another
             employer or by reason of Executive's receipt of or
             right to receive any retirement or other benefits
             after the date of termination of employment or
       otherwise.
    7.  Rights in Event of Termination of Employment Absent
   Change in Control.

        (a)  In the event that Executive's employment is
             involuntarily terminated by Corporation and/or Bank
             without Cause and no Change in Control shall have
             occurred at the date of such termination,
             Corporation and Bank shall pay Executive an amount
             equal to and no greater than 2.99 times the
             Executive's  Agreed Compensation as defined in
             subsection (f) of Section 3, and shall be payable
             in thirty-six (36) equal monthly installments and
             shall be subject to federal, state and local tax
             withholdings. In addition, for a period of three
             (3) years from the date of termination of
             employment, or until Executive secures
             substantially similar benefits through other
             employment, whichever shall first occur, Executive
             shall receive a continuation of all life,
             disability, medical insurance and other normal
             health and welfare benefits in effect with respect
             to Executive during the two (2) years prior to his
             termination of employment, or, if Corporation and
             Bank cannot provide such benefits because Executive
             is no longer an employee, a dollar amount equal to
             the cost to Executive of obtaining such benefits
             (or substantially similar benefits), but only to
             the extent that such payment will not violate
             Section 409A of the Code.  In addition, if
             permitted pursuant to the terms of the plan,
             Executive shall receive additional retirement
             benefits to which he would have been entitled had
             his employment continued through the then remaining
             term of the Agreement.  In the event the payment
             described herein, when added to all other amounts
             or benefits provided to or on behalf of Executive
             in connection with Executive's termination of
      employment, would result in the imposition of an
  excise tax under Code Section 4999, the last
             sentence of Section 6(a) hereof shall apply.

        (b)  Executive shall not be required to mitigate the
       amount of any payment provided for in this Section
             7 by seeking other employment or otherwise. Unless
             otherwise agreed to in writing, the amount of
             payment or the benefit provided for in this section
             7 shall not be reduced by any compensation earned
             by Executive as the result of employment by another
             employer or by reason of Executive's receipt of
             or right to receive any retirement or other
             benefits after the date of termination of
             employment or otherwise.

    8.  Covenant Not to Compete.
        (a)  Executive hereby acknowledges and recognizes the
             highly competitive nature of the business of
             Corporation and Bank and accordingly agrees that,
             during and for the applicable period set forth in
             Section 8(c) hereof, Executive shall not, except
             as otherwise permitted in writing by the
             Corporation and the Bank:

             (i)  be engaged, directly or indirectly, either for
                  his own account or as agent, consultant,
                  employee, partner, officer, director,
        proprietor, investor (except as an investor
                  owning less than 5% of the stock of a publicly
                  owned company) or otherwise of any person,
                  firm, corporation or enterprise engaged in (1)
                  the banking (including bank holding company)
                  or financial services industry, or (2) any
                  other activity in which Corporation or Bank or
                  any of their subsidiaries are engaged during
                  the Employment Period, and remain so engaged
                  at the end of the Employment Period, in any
                  county and contiguous county in which, at the
                  date of  termination of the Executive's
                  employment, a branch location, office, loan
                  production office, or trust or asset and
                  wealth management office of Corporation, Bank
                  or any of their subsidiaries is located,
                  whether inside or outside of the Commonwealth
                  of Pennsylvania, (the "Non-Competition Area");
                  or
             (ii) provide financial or other assistance to any
                  person, firm, corporation, or enterprise
                  engaged in (1) the banking (including bank
                  holding company) or financial services
                  industry, or (2) any other activity in which
                  Corporation or Bank or any of their
                  subsidiaries are engaged during the Employment
                  Period, in the Non-Competition Area; or

             (iii)directly or indirectly solicit persons or
                  entities who were customers or referral
                  sources of Corporation, Bank or their
                  subsidiaries within sixth (6) months of
                  Executive's termination of employment, to a
                  become customer or referral source of a person
                  or entity other than Corporation, Bank or
                  their subsidiaries;

             (iv) directly or indirectly solicit employees of
                  Corporation, Bank or their subsidiaries who
                  were employed within one year of Executive's
                  termination of employment to work for anyone
                  other than Corporation, Bank or their
        subsidiaries

        (b)  It is expressly understood and agreed that,
             although Executive and Corporation and Bank
             consider the restrictions contained in Section 8(a)
             hereof reasonable for the purpose of preserving for
             Corporation and Bank and their subsidiaries their
             good will and other proprietary rights, if a final
             judicial determination is made by a court having
             jurisdiction that the time or territory or any
             other restriction contained in Section 8(a) hereof
             is an unreasonable or otherwise unenforceable
<PAGE>

             restriction against Executive, the provisions of
             Section 8(a) hereof shall not be rendered void but
             shall be deemed amended to apply as to such maximum
             time and territory and to such other extent as such
             court may judicially determine or indicate to be
             reasonable.

        (c)  The provisions of this Section 8 shall be
             applicable commencing on the date of this Agreement
             and ending on one of the following dates, as
             applicable:

             (i)  if Executive's employment terminates in
                  accordance with the non-renewal provisions of
                  Section 3, the effective date of termination
                  of employment; or

             (ii) if Executive's employment terminates in
                  accordance with the provisions of Section 3(b)
                  of this Agreement (relating to termination for
                  Cause), or Section 3(c) of this Agreement
                  (relating to termination for Good Reason), the
                  second anniversary date of the effective date
                  of termination of employment; or

             (iii)if the Executive voluntarily terminates his
                  employment, the second anniversary date of the
                  effective date of termination of employment;
               or

             (iv) if the Executive's employment is involuntarily
                  terminated in accordance with the provisions
                  of Section 7 hereof, the second anniversary
                  date of the effective date of termination of
                  employment; or

             (v)  if the Executive's employment is terminated
                  following a Change in Control in accordance
                  with the provisions of Section 5 hereof, the
                  third anniversary of the effective date of
                  termination of employment if the termination
                  occurs prior to December 31, 2010, or the
                  second anniversary if the termination occurs
                  after December 31, 2010.
    9.  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 an employee of Corporation or Bank or 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 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 of a business
<PAGE>

        similar to that conducted by Corporation and Bank or any
        information that must be disclosed as required by law.

    10. Work Made for Hire. Any work performed by the Executive
        under this Agreement should be considered a "Work Made
        for Hire" as the phrase is defined by the U.S. patent
        laws and shall be owned by and for the express benefit
        of Corporation, Bank and their subsidiaries and
        affiliates. In the event it should be established that
        such work does not qualify as a Work Made for Hire, the
        Executive agrees to and does hereby assign to
        Corporation, Bank, and their affiliates and
        subsidiaries, all of his rights, title, and/or interest
        in such work product, including, but not limited to, all
        copyrights, patents, trademarks, and propriety rights.

    11. 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.

    12. Liability Insurance. Corporation and Bank shall use
        their best efforts to obtain insurance coverage for the
        Executive under an insurance policy covering officers
        and directors of Corporation and Bank against lawsuits,
        arbitrations or other legal or regulatory proceedings;
        however, nothing herein shall be construed to require
        Corporation and/or Bank to obtain such insurance, if the
        Board of Directors of the Corporation and/or Bank
        determine that such coverage cannot be obtained at a
        reasonable price.

    13. 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.

    14. 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.

<PAGE>

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

    16. 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. This Agreement
        specifically releases all parties of any rights and
        obligations under the Executive Employment Agreement of
        Mark D. Gainer dated January 1, 1999, between Union
        National Financial Corporation, Union National Community
        Bank and Mark D. Gainer and said agreement is hereafter
        null and void.

    17. 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 3 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.

    18. Arbitration. Corporation, Bank and Executive recognize
        that in the event a dispute should arise between them
        concerning the interpretation or implementation of this
        Agreement, lengthy and expensive litigation will not
        afford a practical resolution of the issues within a
        reasonable period of time. Consequently, each party
        agrees that all disputes, disagreements and questions of
        interpretation concerning this Agreement (except for any
        enforcement sought with respect to Sections 8, 9, 10 or
        11 which may be litigated in court, including an action
        for injunction or other relief) are to be submitted for
        resolution, in Philadelphia, Pennsylvania, to the
        American Arbitration Association (the "Association") in
        accordance with the Association's National Rules for the
        Resolution of Employment Disputes or other applicable
        rules then in effect ("Rules"). Corporation, Bank or
        Executive may initiate an arbitration proceeding at any
        time by giving notice to the other in accordance with
        the Rules. Corporation and Bank and Executive may, as a
        matter of right, mutually agree on the appointment of a
        particular arbitrator from the Association's pool. The
        arbitrator shall not be bound by the rules of evidence
        and procedure of the courts of the Commonwealth of
        Pennsylvania but shall be bound by the substantive law
        applicable to this Agreement. The decision of the
        arbitrator, absent fraud, duress, incompetence or gross
        and obvious error of fact, shall be final and binding
        upon the parties and shall be enforceable in courts of
        proper jurisdiction. Following written notice of a
        request for arbitration, Corporation, Bank and Executive
        shall be entitled to an injunction restraining all
        further proceedings in any pending or subsequently filed
        litigation concerning this Agreement, except as
        otherwise provided herein or any enforcement sought with
        respect to Sections 8, 9, 10 or 11 of this Agreement,
        including an action for injunction or other relief.

    19. 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.
    20. 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. The provisions of this
        Agreement shall be construed consistent with Section
        409A of the Code, the applicable Treasury Regulations
        and other official guidance promulgated thereunder so as
        not to give rise to any violation of such section.

    21. 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.

    22. Delay in Payment. Notwithstanding anything in this
        Agreement to the contrary, if any event giving rise to
        an entitlement to payment hereunder is determined to be
        a "separation from service" and the Executive is a
        "specified employee" within the meaning of Section 409A
        of the Code, no payment shall be made until one day
        after six months from separation from service, at which
        time such delayed payments shall be accumulated and paid
        in one lump sum.

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

ATTEST:                              UNION NATIONAL FINANCIAL
                                     CORPORATION

/s/ Donna Stoudt                     By:/s/ James R. Godfrey
_________________________               ________________________
Donna J. Stoudt, Secretary              James R. Godfrey,
                                       Director and Chairman of
                                        Compensation Committee



                                     UNION NATIONAL COMMUNITY

/s/ Donna Stoudt                     By:/s/ James R. Godfrey
_________________________               ________________________
Donna J. Stoudt, Secretary              James R. Godfrey,
                                       Director and Chairman of
                                        Compensation Committee

WITNESS:                             EXECUTIVE
/s/ Donna Stoudt                     /s/ Mark D. Gainer
_________________________            _________________________
Donna Stoudt                         Mark D. Gainer