AMENDED AND RESTATED EXECUTIVE SALARY
                       CONTINUATION AGREEMENT

    THIS AMENDED AND RESTATED AGREEMENT ("Agreement"), made and
entered into this 29th day of December, 2006, by and between
Union National Community Bank (the "Bank"), a national bank
organized and existing under Federal law and Mark D. Gainer, an
Executive of the Bank ("Executive").

                            WITNESSETH:
    WHEREAS, The Executive and Bank entered into an Executive
Salary Continuation Agreement dated December 31, 2003; and

    WHEREAS, the parties are entering into this Amended and
Restated Agreement to comply with the requirements of Section
409A of the Internal Revenue Code (hereinafter "Section 409A");
and

    WHEREAS, Executive has been and continues to be a valued
Executive of the Bank, and is now serving the Bank as its Chief
Executive Officer; and

    WHEREAS, it is the consensus of the Board of Directors of the
Bank (the "Board") that Executive's services to the Bank in the
past have been of exceptional merit and have constituted an
invaluable contribution to the general welfare of the Bank in
bringing the Bank to its present status of operating efficiency
and present position in its field of activity; and

    WHEREAS, Executive's experience, knowledge of the affairs of
the Bank, reputation, and contacts in the industry are so
valuable that assurance of Executive's continued services is
essential for the future growth and profits of the Bank and it is
in the best interests of the Bank to arrange terms of continued
employment for Executive so as to reasonably assure Executive's
remaining in the Bank's employment during Executive's lifetime or
until the age of retirement; and

    WHEREAS, it is the desire of the Bank that Executive's
services be retained as herein provided; and
WHEREAS, Executive is willing to continue in the employ of the
Bank provided the Bank agrees to pay Executive or Executive's
beneficiary(ies), certain benefits in accordance with the terms
and conditions hereinafter set forth; and

    WHEREAS, the Bank considers the Executive's Compensation
under this Agreement to be reasonable pursuant to 12 C.F.R.
Section 359.4;

<PAGE>

    ACCORDINGLY, it is the desire of the Bank and Executive to
enter into this Agreement under which the Bank will agree to make
certain payments to Executive upon his retirement or to
Executive's beneficiary(ies) in the event of Executive's death
pursuant to this Agreement;

    FURTHERMORE, it is the intent of the parties hereto that this
Agreement be considered an unfunded arrangement maintained
primarily to provide supplemental retirement benefits for
Executive. Executive is fully advised of the Bank's financial
status and has had substantial input in the design and operation
of this benefit plan.

    NOW, THEREFORE, in consideration of services performed in the
past and to be performed in the future as well as of the mutual
promises and covenants herein contained, it is agreed as follows:

I.  EMPLOYMENT

    The Bank agrees to employ Executive in such capacity as the
    Bank may from time to time determine. Executive will
    continue in the employ of the Bank in such capacity and with
    such duties and responsibilities as may be assigned to him,
    and with such compensation as may be determined from time to
    time by the Board.

II. FRINGE BENEFITS

    The salary continuation benefits provided by this Agreement
    are granted by the Bank as a fringe benefit to Executive and
    are not part of any salary reduction plan or an arrangement
    deferring a bonus or a salary increase. Executive has no
    option to take any current payment or bonus in lieu of these
    salary continuation benefits except as set forth
    hereinafter.

III.BENEFIT PROVISIONS
    A.  Definitions
        1.  Accrued Benefit
            a.  The accrued benefit will be calculated annually
                on the Calculation Date. The value of the
                accrued benefit will remain unchanged until the
                next Calculation Date.
            b.  The accrued benefit is equal to the Formula
                Benefit based on Average Monthly Earnings,
                Health Insurance Premiums, and the Increasing
                Life Annuity. All components are determined as
                of the Calculation Date.

<PAGE>

        2.  Average Monthly Earnings
            a.  Average Monthly Earnings equals one twelfth
                (1/12) of the three year average of Base Annual
                Salary as of the Calculation Date.

            b.  Executive's Base Annual Salary on the
                Calculation Date will be one of the three Base
                Annual Salary amounts included in the
                calculation of Average Monthly Earnings. Note:
                this is the Base Annual Salary on the December
                31st Calculation Date, and not the Base Annual
                Salary that the Board of Directors may have
                elected to pay Executive for the year subsequent
                to the Calculation Date.

            c.  Base Annual Salary on the two Calculation Dates
                prior to the current Calculation Date will be
                used for the other two Base Annual Salary
                amounts needed for the calculation of Average
                Monthly Earnings.

        3.  Base Annual Salary

            a.  Base Annual Salary is Executive's annual base
                compensation on applicable Calculation Date;
                provided, however, that increases in the Base
                Annual Salary starting from 2005, and
                thereafter, for the sole purpose of making the
                calculations contemplated by this Agreement,
                shall be limited to the lesser of the actual
                increase in annual base compensation or three
                percent (3%) of the Base Annual Salary of the
                previous year.

            b.  Base Annual Salary does not include incentive
                payments of any kind.

            c.  Base Annual Salary includes employee elective
                deferrals under the Company's 401(k) plan and
                Section 125 Cafeteria Plan.

        4.  Calculation Date

            a.  The Calculation Date is December 31st of each
                year of this Agreement.

        5.  Effective Date - The effective date of this
            Agreement is January 1, 2004.

        6.  Formula Benefit

            a.  The Formula Benefit = 70% x Average Monthly
                Earnings

                        + the Heath Insurance Premium
                        - the Increasing Life Annuity.
<PAGE>

        7.  Health Insurance Premium

            a.  The Health Insurance Premium amount is equal to
                the estimated monthly premium that a healthy
                individual would have to pay on the Calculation
                Date as a self employed person in order to
                provide health insurance benefits similar to the
                benefits provided under the Bank's program for
                its employees, provided, however, the annual
                increase, if any, shall be limited to the lesser
                of the actual increase or ten percent (10%) of
                the Health Insurance Premium of the previous
                year.

        8.  Increasing Life Annuity

            a.  The Increasing Life Annuity is equal to the
                monthly amount that would be payable beginning
                on the Calculation Date as a life annuity
                increasing annually at a rate of three percent
                (3%) a year based on Executive's account balance
                on the Calculation Date in the Union National
                Community Bank 401(k) Profit Sharing Plan
                attributable to employer contributions.

            b.  Account balances attributable to employer
                contributions to the Union National Community
                Bank 401(k) Profit Sharing Plan include:

                1). account balances attributable to all profit
                    sharing contributions, forfeitures and
                    investment earnings thereon; and

                2). account balances attributable to all
                    matching employer 401(k) plan contributions,
                    forfeitures and investment earnings thereon.

            c.  The calculation of the Increasing Life Annuity
                will be based on the following assumptions:

                1). annual increases -monthly benefit payments
                    will increase three percent (3%) after the
                    first twelve (12) benefit payments have been
                    made. Monthly benefit payments will increase
                    by three percent (3%) thereafter at the end
                    of each subsequent twelve (12) month period,
                    and

                2). discount rate - the discount rate used in
                    the calculation will be the rate specified
                    under Section VII(K) of the Agreement, and

                3). mortality - the mortality table used in the
                    calculation will be the 1983 Group Annuity
                    Mortality Table for Males.

        9.  Spouse - Spouse means Michele Gainer, Executive's
            spouse on the Effective Date.

<PAGE>
    B.  Normal Retirement
        1.  Normal Retirement Date - Executive's Normal
            Retirement Date will be January 1, 2017, which is
            the January 1st that follows his 62nd birthday.
        2.  Normal Retirement Benefit

            a.  Executive's Normal Retirement Benefit is the
                accrued benefit calculated on December 31, 2016.

            b.  The benefit is a monthly benefit payable for the
                life of Executive.

            c.  The first benefit payment will be made January
                1, 2017; provided, however, that if normal
                retirement is determined to be a "separation
                from service" and the Executive is a "specified
                employee" within the meaning of Section 409A, 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.

            d.  The last benefit payment will be made on the
                first day of the month that Executive dies.

            e.  The monthly benefit will increase by three
                percent (3%) after twelve (12) benefit payments
                have been made. The benefit will increase
                thereafter by three percent (3%) at the end of
                each subsequent twelve (12) month period.

            f.  A single lump sum benefit amount will be paid to
                Spouse, if Executive dies before January 1,
                2035. If Spouse predeceases Executive said
                amount will be paid to his Estate and/or other
                beneficiaries. The benefit shall be determined
                in the following manner:

                1).  First, determine the monthly benefit
                     payments that Executive would have received
                     between the date of his death and December
                     31, 2034.

                2).  Next, determine the present value of the
                     benefit payments identified in Section
                     III(B)(2)(f)(1) of this Agreement as of the
                     first day of the month following
                     Executive's date of death. The present
                     value will be based on the discount rate
                     specified in Section VII(K) of this
                     Agreement.

                3).  Within sixty (60) days following
                     Executive's death, the Bank will pay to
                     Spouse (or his Estate and/or other
                     beneficiary) a lump sum amount equal to the
                     present value determined under Section
                     III(B)(2)(f)(2) of this Agreement.

<PAGE>

                4).  This benefit is in addition to any benefit
                     payable under the Group Term Replacement
                     Plan for Certain Officers.

        C.  Late Retirement

            1.  Late Retirement Date - Executive's Late
                Retirement Date will be the first day of the
                month following Executive's retirement after the
                January 1 following his 62nd birthday.

            2.  Late Retirement Benefit

                a.  Executive's Late Retirement Benefit is the
                    accrued benefit calculated on December 31,
                    2016 adjusted actuarially to reflect the
                    late retirement date. Benefits payable on
                    Executive's Late Retirement Date shall have
                    an equivalent actuarial value to benefits
                    payable on his Normal Retirement Date.

                b.  The benefit is a monthly benefit payable for
                    the life of Executive.

                c.  The first benefit payment will be made on
                    Executive's Late Retirement Date; provided,
                    however, that if late retirement is
                    determined to be a "separation from service"
                    and the Executive is a "specified employee"
                    within the meaning of Section 409A, 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.

                d.  The last benefit payment will be made on the
                    first day of the month that Executive dies.

                e.  The monthly benefit will increase by three
                    percent (3%) after twelve 12 benefit
                    payments have been made. The benefit will
                    increase thereafter by three percent (3%) at
                    the end of each subsequent twelve (12) month
                    period.

                f.  A single lump sum benefit amount will be
                    paid to Spouse, if Executive dies before
                    January 1, 2035. If Spouse predeceases
                    Executive said amount will be paid to his
                    Estate and/or other beneficiaries. The
                    benefit shall be determined in the following
                    manner:

                    1).  First, determine the monthly benefit
                         payments that Executive would have
                         received between the date of his death
                         and January 1, 2035.

                    2).  Next, determine the present value of
                         the benefit payments identified in
                         Section III(C)(2)(f)(1) of this
                         Agreement as of the first day of the
                         month following Executive's date of
                         death. The present value will be based
                         on the discount rate specified in
                         Section VII(K) of this Agreement.

<PAGE>

                    3).  Within sixty (60) days following
                         Executive's death, the Bank will pay to
                         Spouse (or his Estate and/or other
                         beneficiary) a lump sum amount equal to
                         the present value determined under
                         Section III (B)(2)(f)(2) of this
                         Agreement.

                    4). This benefit is in addition to any
                        benefit payable under the Group Term
                        Replacement Plan for Certain Officers.

        D.  Disability Retirement

            1.  Disability

                a.  Disability is defined in accordance with the
                    terms and provisions of Executive's Amended
                    and Restated Employment Agreement by and
                    among Union National Financial Corporation
                    ("Corporation"), the Bank, and Executive
                    dated December 29, 2006.

                b.  Disability Benefit

                    1). Upon Executive's termination of
                        employment due to a Disability as
                        defined in his Employment Agreement and
                        before he attains his Normal Retirement
                        Age, the Bank shall deposit into
                        Executive's Contingent Disability Trust
                        (Appendix A) an amount equal to the
                        accrued liability that is used in the
                        FASB 87 calculations for the plan as of
                        the Calculation Date prior to the date
                        of Disability. Except as provided under
                        Section III(D)(1)(b)(3) of this
                        Agreement, no further benefits shall be
                        payable to the Executive under this
                        Agreement during the period of
                        Disability.

                    2). If Executive attains his Normal
                        Retirement Date while Disabled, no
                        benefits will be paid under this
                        Agreement and this Agreement will
                        terminate.

                    3). If he returns to employment following a
                        period of Disability, Executive's
                        benefit upon a subsequent termination of
                        employment, if any, shall be reduced by
                        amounts payable from the Executive's
                        Contingent Disability Trust in
                        accordance with its terms.

                    4). In the event the FASB 87 contribution or
                        the payments from the disability policy
                        to Executive's Contingent Disability
                        Trust are determined to be deferred
                        compensation pursuant to Section 409A,
                        and any payments made to Executive in
                        connection with a Disability are
                        determined to be because of a
                        "separation from service" and Executive
                        is determined to be a "specified
                        employee," within the meaning of Section
                        409A, no payment shall be made until one
                        day after six months from separation
                        from service,

<PAGE>

                        at which time such delayed payments
                        shall be accumulated and paid in one
                        lump sum.

        E.  Pre-Retirement Death

            1.  Benefit Description

                a.  A single lump sum benefit amount will be
                    paid to Spouse if Executive should die
                    before the later of his Normal or Late
                    Retirement Date. If Spouse predeceases
                    Executive said amount will be paid to his
                    Estate and/or other beneficiaries. The
                    benefit shall be determined in the following
                    manner:

                    1). First, determine the monthly benefit
                        payments that Executive would have
                        received between his Normal Retirement
                        Date (or Late Retirement Date, if
                        applicable, assuming he retired on his
                        date of death and monthly benefit
                        commenced on the first day of the month
                        following his date of death) and January
                        1, 2035.

                    2). Next, determine the present value of the
                        benefit payments identified in Section
                        III(E)(1)(a)(1) of this Agreement as of
                        the first day of the month following
                        Executive's date of death. The present
                        value will be based on the discount rate
                        specified in Section VII(K) of this
                        Agreement.

                    3). Within sixty (60) days following
                        Executive's death, the Bank will pay to
                        Spouse (or his Estate and/or other
                        beneficiary) a lump sum amount that is
                        equal to the present value as determined
                        under Section III(E)(1)(a)(2) of this
                        Agreement.

                    4). This benefit is in addition to any
                        benefit payable under the Group Term
                        Replacement Plan for Certain Officers.

        F.  Change in Control

            1.  Change in Control Retirement Date

                a.  Executive's Change in Control Retirement
                    Date is the first day of the month following
                    a termination of employment as a result of a
                    Change in Control as defined in Section V of
                    this Agreement.

            2.  Change in Control Retirement Benefit

                a.  Executive's Change in Control Retirement
                    Benefit is the accrued benefit calculated on
                    the December 31st immediately prior to his
                    Change in Control Retirement Date.

                b.  The benefit is a monthly benefit payable for
                    the life of Executive.

                c.  The first benefit payment will be made on
                    the Change of Control Retirement Date;
                    provided, however, that if retirement under
                    this Section III(F) is determined to be a
                    "separation from service" and the Executive
                    is a "specified employee" within the
                    meaning of Section 409A, 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.

                d.  The last benefit payment will be made on
                    the first day of the month that Executive
                    dies.

                e.  The monthly benefit will increase by three
                    percent (3%) after twelve (12) benefit
                    payments have been made. The benefit will
                    increase thereafter by three percent (3%) at
                    the end of each subsequent twelve (12) month
                    period.

                f.  A single lump sum benefit amount will be
                    paid to Spouse if Executive dies before
                    January 1, 2035. If Spouse predeceases
                    Executive said amount will be paid to his
                    Estate and/or other beneficiaries. The
                    benefit shall be determined in the following
                    manner:

                    1). First, determine the monthly benefit
                        payments that Executive would have
                        received between his date of his death
                        and January 1, 2035.

                    2). Next, determine the present value of the
                        benefit payments identified in Section
                        III (F)(2)(f)(1) of this Agreement as of
                        the first day of the month following
                        Executive's date of death. The present
                        value will be based on the discount rate
                        specified in Section VII(K) of this
                        Agreement.

                    3). Within sixty (60) days following
                        Executive's death, the Bank will pay to
                        Spouse (or his Estate and/or other
                        beneficiary) a lump sum amount that is
                        equal to the present value as determined
                        under Section III(F)(2)(f)(2) of this
                        Agreement above.

                    4). This benefit is in addition to any
                        benefit payable under the Group Term
                        Replacement Plan for Certain Officers.

        G.  Termination of Employment

            1.  Definition

                a.  Executive shall be entitled to a benefit
                    under this Agreement if he terminates
                    employment before age 62 for any reason
                    other than Death, Disability, or Change in
                    Control.
<PAGE>

            2.  Termination Benefit

                a.  The benefit amount will be calculated in the
                    following manner:

                  Benefit = Vesting Percentage x Accrued Benefit

                b.  Vesting Percentage - the vesting percentage
                    will be based on the chart below:
<TABLE>
<CAPTION>

Year of Termination       Vesting Percentage
___________________       __________________
      <c>                        <c>
     2004                         0%
     2005                         0%
     2006                         0%
     2007                         0%
     2008                        60%
     2009                        60%
     2010                        60%
     2011                        80%
     2012                        80%
     2013                        80%
     2014                        80%
     2015                        88%
     2016                        95%
     2017                       100%
</TABLE>

                c.  The initial benefit payment will be equal to
                    the Benefit as calculated above in Section
                    III(G)(2)(a) multiplied by (1.03)n where n =
                    2016 - the year of Executive's employment
                    termination.

                d.  The benefit is a monthly benefit payable for
                    the life of Executive. Benefit payments will
                    begin on January 1, 2017; provided, however,
                    that if the termination of employment is
                    determined to be a "separation from service"
                    and the Executive is a "specified employee"
                    within the meaning of Section 409A, 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.

                e.  Monthly benefits will increase by three
                    percent (3%) on each January 1st after 2017.

                f.  A single lump sum benefit amount will be
                    paid to Spouse if Executive dies before
                    January 1, 2035. If Spouse predeceases
                    Executive said amount will be paid to his
                    Estate and/or other beneficiaries. The
                    benefit shall be determined in the following
                    manner:

<PAGE>


                    1) First, determine the monthly benefit
                       payments that Executive would have
                       received between his date of death and
                       January 1, 2035.

                    2) Next, determine the present value of the
                       benefit payments identified in Section
                       III(G)(2)(f)(1) of this Agreement as of
                       the first day of the month following
                       Executive's date of death. The present
                       value will be based on the discount rate
                       specified in Section VII(K) of this
                       Agreement.

                    3) Within sixty (60) days following
                       Executive's death, the Bank will pay to
                       Spouse (or his Estate and/or other
                       beneficiary) a lump sum amount equal to
                       the present value determined under
                       Section III (G)(2)(f)(2) of this
                       Agreement.

                    4) This benefit is in addition to any
                       benefit payable under the Group Term
                       Replacement Plan for Certain Officers.

        H.  Long Term Care

            1.  Acquisition of Insurance Protection

                a.  The Bank shall purchase on or before the
                    Effective Date a Long Term Care insurance
                    policy that will provide benefits to
                    Executive and/or his Spouse in the event
                    either or both should require long term care
                    on or after the Effective Date.

                b.  The specific terms and conditions of the
                    long term care benefits payable under this
                    Section will be specified in the Long Term
                    Care insurance policy which will be attached
                    to this Agreement as an [Appendix B].


            2.  Long Term Care Benefit for Executive

                a.  The amount of benefit that will be acquired
                    for Executive is summarized below.

                    1). A benefit of $200 a day will be paid to
                        Executive if he should have a need for
                        long term care on or after the Effective
                        Date.


                    2). The insured benefit payment amount will
                        increase five percent (5%) a year, with
                        the first increase to occur effective
                        January 1, 2005.

                    3). Benefits in pay status will also
                        increase five percent (5%) on each
                        January 1st following benefit
                        commencement.
<PAGE>

            3.  Long Term Care Benefit for Spouse

                a.  The amount of benefit that will be acquired
                    for Spouse is summarized below.

                    1). A benefit of $150 a day will be paid to
                        Spouse if she should have a need for
                        long term care on or after the Effective
                        Date.

                    2). The insured benefit payment amount will
                        increase five percent (5%) a year, with
                        the first increase to occur effective
                        January 1, 2005.

                    3). Benefits in pay status will also
                        increase five percent (5%) on each
                        January 1st following benefit
                        commencement.

           4.  Insurance Premiums

               a.  The Bank will acquire a policy that provides
                   for the payment of ten (10) annual premiums
                   with the first premium due January 1, 2004.

               b.  The Bank is responsible for the payment of
                   all premiums unless Executive terminates
                   employment on or after January 1, 2010 or for
                   other than Normal Retirement, Late
                   Retirement, Disability Retirement, Death, or
                   Change in Control Retirement.

               c.  Executive may elect to assume responsibility
                   for the payment of the remainder of the
                   premiums if Executive terminates employment
                   before January 1, 2010 or for any reason
                   other than Normal Retirement, Late
                   Retirement, Disability Retirement, Death, or
                   Change in Control Retirement.

IV.  BENEFIT ACCOUNTING

     The Bank shall account for this benefit using the
     regulatory accounting principles of the Bank's primary
     federal regulator. The Bank shall establish an accrued
     liability retirement account for Executive into which
     appropriate reserves shall be accrued.

V.  CHANGE OF CONTROL

    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:

    A.  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,

<PAGE>

        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;

    B.  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

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

VI.  RESTRICTIONS ON FUNDING

     The Bank shall have no obligation to set aside, earmark, or
     entrust any fund or money in order to pay its obligations
     under this Agreement. Executive, their beneficiary(ies), or
     any successor in interest shall be and remain simply a
     general creditor of the Bank in the same manner as any
     other creditor having a general claim for matured and
     unpaid compensation.

     The Bank reserves the absolute right, at its sole
     discretion, to either fund the obligations undertaken by
     this Agreement or to refrain from funding the same and to
     determine the extent, nature and method of such funding.
     Should the Bank elect to fund this Agreement, in whole or
     in part, through the purchase of life insurance, mutual
     funds, disability policies or annuities, the Bank reserves
     the absolute right, in its sole discretion, to terminate
     such funding at any time, in whole or in part. At no time
     shall any Executive be deemed to have any lien, right,
     title or interest in any specific funding investment or
     assets of the Bank.

     If the Bank elects to invest in a life insurance,
     disability or annuity policy on the life of Executive, then
     Executive shall assist the Bank by freely submitting to a
     physical exam and supplying such additional information
     necessary to obtain such insurance or annuities.

     All purchases of insurance are subject to and must comply
     with any requirement of Section 402 of GLBA as determined
     by the SEC. The Bank may rely on an opinion of counsel in
     absence of any written guidance by the Securities and
     Exchange Commission or case law.

VII. MISCELLANEOUS

     A.  Alienability and Assignment Prohibition:

         Neither Executive, nor Executive's surviving spouse,
         nor any other beneficiary(ies) under this Agreement
         shall have any power or right to transfer, assign,
         anticipate, hypothecate, mortgage, commute, modify or
         otherwise encumber in advance any of the benefits
         payable hereunder nor shall any of said benefits be
         subject to seizure for the payment of any debts,
         judgments, alimony or separate maintenance owed by
         Executive or Executive's beneficiary(ies), nor be
         transferable by operation of law in the event of
         bankruptcy, insolvency or otherwise.

     B.  Assignment:

         This Agreement shall be assignable by Bank to their
         successors and affiliates.

     C.  Amendment or Revocation:

         It is agreed by and between the parties hereto that,
         during the lifetime of Executive, this Agreement may be
         amended or revoked at any time or times, in whole or in
         part, by the mutual written consent of Executive and
         the Bank.

     D.  Gender:

         Whenever in this Agreement words are used in the
         masculine or neuter gender, they shall be read and
         construed as in the masculine, feminine or neuter
         gender, whenever they should so apply.

     E.  Effect on Other Bank Benefit Plans:

         Nothing contained in this Agreement shall affect the
         right of Executive to participate in or be covered by
         any qualified or non-qualified pension, profit-sharing,
         group, bonus or other supplemental compensation or
         fringe benefit plan constituting a part of the Bank's
         existing or future compensation structure.

     F.  Headings:

         Headings and subheadings in this Agreement are inserted
         for reference and convenience only and shall not be
         deemed a part of this Agreement.

     G.  Applicable Law:

         The validity and interpretation of this Agreement shall
         be governed by the laws of the State of Pennsylvania,
         without regard to its conflicts of law principles;

<PAGE>

         provided that this Agreement shall be interpreted as is
         minimally required to qualify any payment hereunder as
         not triggering any tax or penalty on the Executive or
         the Bank pursuant to Section 409A. The provisions of
         this Agreement shall be construed consistent with
         Section 409A, the applicable Treasury Regulations and
         other official guidance promulgated thereunder so as
         not to give rise to any violation of such section.

     H.  12 U.S.C. Section 1828(k):

         Although the Bank considers the Executive's
         Compensation under this Agreement to be reasonable, any
         payments made to Executive pursuant to this Agreement,
         or otherwise, may be subject to and conditioned upon
         their compliance with 12 U.S.C. Section 1828(k) or any
         regulations promulgated thereunder.

     I.  Partial Invalidity:

         If any term, provision, covenant, or condition of this
         Agreement is determined by an arbitrator or a court, as
         the case may be, to be invalid, void, or unenforceable,
         such determination shall not render any other term,
         provision, covenant, or condition invalid, void, or
         unenforceable, and this Agreement shall remain in full
         force and effect notwithstanding such partial
         invalidity.

     J.  Not a Contract of Employment:

         This Agreement shall not be deemed to constitute a
         contract of employment between the parties hereto, nor
         shall any provision hereof restrict the right of the
         Bank to discharge Executive, or restrict the right of
         Executive to terminate employment.

     K.  Present Value:

         All present value calculations under this Agreement
         shall be based on the following discount rate:

         Discount Rate:    The discount rate as used in the FASB
                           87 calculations.

         Mortality Table:  For Executive - the 1983 Group
                           Annuity Mortality Table for Males

                           For Spouse - the 1983 Group Annuity
                           Mortality table for Females

VIII.  NAMED FIDUCIARY AND PLAN ADMINISTRATOR

       The "Named Fiduciary and Plan Administrator" of this
       Agreement shall be the Vice President, Human Resources
       for the Bank until his or her resignation or

<PAGE>

       removal by  the Board. As Named Fiduciary and Plan
       Administrator, the Bank shall be responsible for the
       management, control and administration of Agreement. The
       Named Fiduciary may delegate to others certain aspects of
       the management and operation responsibilities of
       Agreement including the employment of advisors and the
       delegation of ministerial duties to qualified
       individuals.

IX.    CLAIMS PROCEDURE AND ARBITRATION

       In the event a dispute arises over benefits under this
       Agreement and benefits are not paid to Executive and such
       claimant feels he or she is entitled to receive such
       benefits, then a written claim must be made to the Named
       Fiduciary and Plan Administrator named above within sixty
       (60) days from the date payments are refused. The Named
       Fiduciary and Plan Administrator shall review the written
       claim and if the claim is denied, in whole or in part,
       they shall provide in writing within sixty (60) days of
       receipt of such claim the specific reasons for such
       denial, reference to the provisions of this Agreement
       upon which the denial is based and any additional
       material or information necessary to perfect the claim.
       Such written notice shall further indicate the additional
       steps to be taken by claimant if a further review of the
       claim denial is desired. A claim shall be deemed denied
       if the Named Fiduciary and Plan Administrator fail to
       take any action within the aforesaid sixty-day period.

       If a claimant desires a second review he or she shall
       notify the Named Fiduciary and Plan Administrator in
       writing within sixty (60) days of the first claim denial.
       Claimant may review this Agreement or any documents
       relating thereto and submit any written issues and
       comments he or she may feel appropriate. In their sole
       discretion, the Named Fiduciary and Plan Administrator
       shall then review the second claim and provide a written
       decision within sixty (60) days of receipt of such claim.
       This decision shall likewise state the specific reasons
       for the decision and shall include reference to specific
       provisions of the Agreement upon which the decision is
       based.

       If a claimant continues to dispute the benefit denial
       based upon completed performance of this Executive or the
       meaning and effect of the terms and conditions thereof,
       then the claimant may submit the dispute to an arbitrator
       for final arbitration. Any controversy, claim or dispute
       between the parties concerning this Agreement or the
       breach thereof shall be finally settled by arbitration in
       Lancaster County, Pennsylvania pursuant to the rules of
       the American Arbitration Association regarding employment
       disputes. In such instances, it is agreed that the
       dispute shall be submitted to final and binding
       arbitration by one arbitrator; provided, however, that
       either party may request that there be three arbitrators,
       in which case each party shall select one arbitrator, and
       the two arbitrators so selected shall select a third. All
       costs of arbitration (other



<PAGE>
       than the costs of a party's own witnesses and
       professional advisors) shall be paid by the nonprevailing
       party. The parties hereto agree that they and their
       heirs, personal representatives, successors and assigns
       shall be bound by the decision of such arbitrator with
       respect to any controversy properly submitted to it for
       determination.

       Where a dispute arises as to the Bank's discharge of
       Executive "for cause," such dispute shall likewise be
       submitted to arbitration as above described and the
       parties hereto agree to be bound by the decision
       thereunder.

X.  TERMINATION OR MODIFICATION OF AGREEMENT BY REASON OF
    CHANGES IN THE LAW, RULES OR REGULATIONS

    The Bank is entering into this Agreement upon the assumption
    that certain existing tax laws, rules and regulations will
    continue in effect in their current form. If any said
    assumptions should change and said change has a detrimental
    effect on this Agreement, then the Bank reserves the right
    to terminate or modify this Agreement accordingly. Upon a
    Change of Control (Paragraph V), this paragraph shall become
    null and void effective immediately upon said Change of
    Control.

XI. DEATH OF EXECUTIVE

    Notwithstanding anything herein to the contrary, this
    Agreement shall terminate upon the death of Executive and
    the full and complete payment of all benefits provided for
    under this Agreement.

          (THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK)

<PAGE>

    IN WITNESS WHEREOF, the parties hereto acknowledge that each
has carefully read this Agreement and executed the original
thereof on the first date set forth hereinabove, and that, upon
execution, each has received a conforming copy.

ATTEST:                            Union National Community Bank
                                   Lancaster, Pennsylvania

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

/s/ Donna J. Stoudt                   /s/ Mark D. Gainer
________________________              __________________________
                                      Mark D. Gainer