EXHIBIT 10.4
                  Change in Control Agreement
               dated as of June 17, 1999,between
    Michael A. Frey and Union National Financial Corporation.


                    CHANGE OF CONTROL AGREEMENT

    THIS AGREEMENT is made as of this 17th day of June, 1999,
between Union National Community Bank, a Pennsylvania commercial
bank (the "Bank"), and Michael A. Frey, an adult individual (the
"Executive"), collectively (the "Parties") and, individually,
sometimes referred to herein as a ("Party").

    WHEREAS, the Executive has been employed by the Bank as
Senior Vice President of Retail Banking since August 3, 1998; and

    WHEREAS, the purpose of this Agreement is to define certain
severance benefits that will be paid by the Bank in the event of
a Change of Control (as defined herein).  This Agreement is not
intended to affect, nor does it affect, the terms of the
Executive's employment at will, in the absence of a Change of
Control (as defined herein) of the Bank.  Accordingly, although
this Agreement will be a binding legal obligation of the Bank
upon its execution, the Agreement will become operative only upon
a Change of Control, as defined below.

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

    1.    TERM.  The term of the Agreement shall be effective as
of August 3, 1998, and shall continue until either Party gives
the other written notice of termination of employment, with or
without cause.  Provided, however, that during the period of time
between the execution of an agreement to effect a Change of
Control (as defined herein) and the actual Date of Change of
Control (as defined herein) termination of the Executive's
employment by the Bank shall only be "For Cause."

    For Cause shall be defined, for purposes of this section as
the occurrence of one of the following:  (1) the willful failure
by the Executive to substantially perform his duties hereunder,
after notice from the Bank and a failure to cure such violation
within twenty (20) days of said notice; (2) the willful engaging
by the Executive in misconduct injurious to the Bank; (3) the
dishonesty or gross negligence of the Executive in the
performance of his duties; (4) the breach of Executive's
fiduciary duty involving personal profit; (5) the violation of
any law, rule or regulation governing banks or bank officers or
any final cease and desist order issued by a bank regulatory
authority any of which materially jeopardizes the business of the
Bank; or (6) conduct on the part of Executive which brings public
discredit to the Bank.

    If, during the period of time between the execution of an
agreement to effect a Change of Control(as defined herein) and
the actual Date of the Change of Control (as defined herein),
Executive's employment is terminated For Cause (as defined
herein), all rights of the Executive under this Agreement shall
cease as of the effective date of such termination, except that
Executive (i) shall be entitled to receive accrued salary through
the date of such termination and (ii) shall be entitled to
receive the payments and benefits to which he is then entitled
under the employee benefit plans of the Employer or any affiliate
thereof as of the date of such termination.

    2.    DEFINITION OF CHANGE OF CONTROL.  For purposes of this
Agreement, the term "Change of Control" shall mean a change of
control (other than one occurring by reason of an acquisition of
the Bank by Executive) of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation
14A or any successor rule or regulation promulgated under the
Securities Exchange Act of 1934, as amended (the "Act"); provided
that, without limiting the foregoing, a Change of Control shall
be deemed to have occurred if:

        (a)    a merger or consolidation of the Bank or purchase
              of substantially all of the Bank's assets by
               another "person" or group of "persons" (as such
               term is defined or used in Sections 3, 13(d), and
               14(d) of the Act) and, as a result of such merger,
               consolidation or sale of assets, less than a
               majority of the outstanding voting stock of the
               surviving, resulting or purchasing person is
               owned, immediately after the transaction, by the
               holders of the voting stock of  the Bank before
               the transaction;

        (b)    any "person" as defined above, other than the
               Bank, the Executive or any "person" who on the
               date hereof is a director or officer of the Bank,
               is or becomes the "beneficial owner" (as defined
               in Rule 13d-3 and Rule 13d-5, or any successor
               rule or regulation, promulgated under the Act),
               directly or indirectly, of securities of the Bank
               which represent twenty-five percent (25%) or more
               of the combined voting power of the securities of
               the Bank, then outstanding; or

        (c)    during any period of two consecutive years during
               the term of this Agreement and any extension
               thereof, individuals who at the beginning of such
               period constitute the Board of Directors of the
               Bank cease for any reason to constitute at least
               two-thirds thereof, unless the election of each
               director who was not a director at the beginning
               of such period has been approved in advance by
               directors representing at least two-thirds of the
               directors then in office who were directors at the
               beginning of the period.

    3.    DEFINITION OF DATE OF CHANGE OF CONTROL.  For purposes
of this Agreement, the "Date of Change of Control" shall be
defined as the first date upon which the events delineated in
Subsections (a), (b) and (c) of Section 2 are consummated or
occur.

    4.    PAYMENTS UPON TERMINATION.  If a Change of Control (as
defined herein) occurs, then the Executive shall be entitled to
receive a payment of twenty-one (21) months of  his then current
Annual Direct Salary minus applicable withholdings and paid on a
biweekly basis on regular bank pay days, beginning on the
earliest of the following events:

        (a)    If, between the execution of an agreement to
               effect a Change of Control (as defined herein) and
               the actual Date of a Change of Control (as defined
               herein) the Executive's employment with the Bank
               is terminated, other than For Cause (as defined
               herein);

        (b)    If the Executive is not offered employment by the
               acquiring person or entity as of the Date of
               Change of Control (as defined herein) in a
               position having equivalent responsibilities,
               authority, compensation and benefits as he
               received immediately prior to the Change of
               Control (as defined herein);

        (c)    If, between the Date of the Change of Control (as
               defined herein) and six (6) months after the Date
               of Change of Control (as defined herein), the
               Executive is terminated from employment, for any
               reason whatsoever, other than For Cause, by the
               acquiring person or entity; or

        (d)    If, between three (3) and (6) months after the
               Date of Change of Control (as defined herein), the
               Executive terminates his employment with the
               acquiring person or entity.

If at the end of six (6) months after the Date of the Change of
Control (as defined herein), none of the events described above
in Subsections (a), (b), (c) or (d) of this Section have
occurred, then the Executive shall no longer be entitled to
receive the Payments Upon Termination set forth in this Section,
and the Agreement shall thereafter be null and void.

    Annual Direct Salary shall be defined herein as the fixed,
gross, base annual salary paid to the Executive at such time as
the Bank customarily pays its other senior officers and shall not
include any benefits, bonuses, incentives or other compensation.

    5.    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 first twelve (12) months of the
               applicable payment period set forth in Section 4
               hereof, Executive shall not:

              (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
                     area in which, at any time during the
                     Employment Period or at the date of
                     termination of the Executive's employment,
                     is within twenty (20) miles of any branch
                     location, office or other facility of
                     Corporation or Bank or any of their
                     subsidiaries, unless Executive exclusively
                     performs all such activity outside of said
                     twenty (20) mile area (the "Non-Competition
                     Area"); or

              (ii)    provide financial or other assistance to
                      any person, firm, corporation, or to
                      enterprise engaged in (1) the banking to
                      (including bank holding company) or to
                      financial services industry, or (2) any to
                      other activity in which Corporation or to
                      Bank or any of their subsidiaries are to
                      engaged during the Employment Period, in to
                      the Non-Competition Area; or

              (iii)   if employed in a capacity provided in (i)
                      or (ii), solicit current customers, during
                      the term of this Agreement, of
                      Corporation, Bank or any Corporation
                      subsidiary in the Non-Competition Area; or

              (iv)    solicit employees of Corporation, Bank or
                      any Corporation subsidiary who are employed
                      during the term of this Agreement.

        (b)    It is expressly understood and agreed that,
               although Executive and Corporation and Bank
               consider the restrictions contained in Section
               5(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 5(a) hereof is an unreasonable or
               otherwise unenforceable restriction against
               Executive, the provisions of Section 5(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 5 shall be
               applicable commencing on the date of this
               Agreement and ending on the second anniversary
               date of the effective date of termination of
               Executive's employment.

    6.    NOTICE.  For the purposes of this Agreement, notices
and all other communications provided for in the Agreement shall
be in writing and shall be deemed to have been duly given when
delivered or mailed by United States certified mail, return
receipt requested, postage prepaid, addressed as follows:

    If to the Executive:  Michael A. Frey
                          163 Canterbury Turn
                          Lancaster, PA 17601

    If to the Bank:       Mr. Mark D. Gainer
                          President and CEO
                          Union National Community Bank
                          P.O. Box 567
                          Mt. Joy, PA 17552-0567

or to such other address as any party may have furnished to the
other in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt.

    7.    SUCCESSORS.  This Agreement shall inure to the benefit
of and be binding upon the Executive, his personal
representatives, heirs or assigns, and any of their successors or
assigns, provided, however, that the Executive may not commute,
anticipate, encumber, dispose or assign any payment herein except
as specifically set forth in paragraph 9 herein.

    8.    SEVERABILITY.  If any provision of this Agreement is
declared unenforceable for any reason, the remaining provisions
of this Agreement shall be unaffected thereby and shall remain in
full force and effect.

    9.    AMENDMENT.  This Agreement may be amended or canceled
only by mutual agreement of the parties in writing.

    10.    PAYMENT OF MONEY DUE DECEASED EXECUTIVE.  In the event
of Executive's death, any monies that may be due him from the
Bank under this Agreement as of the date of death or thereafter
shall be paid to the person designated by him in writing for this
purpose, or, in the absence of any such designation, to his
estate.

    11.    NO GUARANTEE OF EMPLOYMENT.  Nothing in this Agreement
shall constitute or give rise to any guarantee or contract of
employment of the Executive by the Bank, and shall not give the
Executive any right to be employed by or retained in the employ
of the Bank in any position or capacity.

    12.    LIMITATION OF DAMAGES FOR BREACH OF AGREEMENT.  In the
event of a breach of this Agreement by either the Bank or the
Executive, each hereby waives to the fullest extent permitted by
law the right to assert any claim against the others for punitive
or exemplary damages.  In no event shall any party be entitled to
the recovery of attorney's fees or costs.

    13.    LAW GOVERNING.  This Agreement shall be governed by
and construed in accordance with the laws of the state of
Pennsylvania.
    14.    ENTIRE AGREEMENT.  This Agreement supersedes any and
all prior agreements, either oral or in writing, between the
parties with respect to payments upon termination after a Change
of Control, and this Agreement contains all the covenants and
agreements between the parties with respect to same.

    IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound hereby, have caused this Agreement to be duly
executed in their respective names and, in the case of the Bank,
by its authorized representatives the day and year above
mentioned.

ATTEST:                          UNION NATIONAL COMMUNITY BANK

/s/ Marcene L. Camara            By:  /s/ Mark D. Gainer
_____________________                 __________________
                                 Mark D. Gainer, President and
                                 CEO



WITNESS:

/s/ Dwight Kreiser               /s/ Michael A. Frey
__________________               ___________________
                                 Michael A. Frey