Exhibit
      10.5





CHANGE
      OF
      CONTROL AGREEMENT





THIS
      AGREEMENT is made as of the 18 th day of
      July, 2000, among QNB CORP. (“Corporation”), a Pennsylvania business corporation
      having a place of business at 10 North Third Street, Quakertown, Pennsylvania
      18951, THE QUAKERTOWN NATIONAL BANK (“Bank”) a national banking association
      having a place of business at 10 North Third Street, Quakertown, Pennsylvania
      18951, and ROBERT C. WERNER (“Executive”), an individual residing at 170
      Hawthorne Lane, Phoenixville, Pennsylvania 19460.





WITNESSETH:





WHEREAS,
      the Corporation is a registered bank holding company;





WHEREAS,
      the Bank is a subsidiary of the Corporation;





WHEREAS,
      Corporation and Bank desire to continue to retain Executive to serve in the
      capacity of Executive Vice President and Chief Operating Officer of Bank under
      the terms and conditions set forth herein;





WHEREAS,
      Executive desires to continue to serve the Corporation and Bank in an executive
      capacity under the terms and conditions set forth herein.





AGREEMENT:





NOW,
      THEREFORE, the parties hereto, intending to be legally bound, agree as
      follows:





1.
      EMPLOYMENT. Executive is employed by Corporation and Bank on an “at will” basis
      and there is no employment agreement between them. This Agreement is granted
      by
      Corporation and Bank in order to set forth terms and conditions between
      Corporation, Bank and Executive in the event of a Change in Control as defined
      herein.





2.
      RIGHTS
      IN EVENT OF TERMINATION OF EMPLOYMENT FOLLOWING CHANGE IN CONTROL. If
      Executive’s employment is terminated by Corporation or Bank other than for Cause
      (as defined below) on or before the three (3) year anniversary of the date
      of a
      Change in Control (as defined below), then Corporation or Bank shall pay to
      Executive, in lieu of any other severance benefits to which Executive may be
      entitled, an amount equal to the product of (a) the average annual aggregate
      compensation paid by Corporation and Bank to Executive and includible in the
      Executive’s gross income for federal income tax purposes during the five (5)
      calendar years preceding the taxable year in which the date of the termination
      occurs, multiplied by (b) 2, such payment to be made in a lump sum on or before
      the fifth day following the date of termination and shall be subject to
      applicable taxes and withholdings. However, if the lump sum payment under this
      paragraph 2, when added to all other amounts or benefits provided to or on
      behalf of the Executive in connection with his termination of employment, would
      result in the imposition of an excise tax under Section 4999 of the Internal
      Revenue Code of 1986, as amended (the “Code”), such payment shall be reduced to
      the extent necessary to avoid such excise tax imposition. Notwithstanding the
      foregoing or any other provision of this Agreement to the contrary, if any
      portion of the amount herein payable to the Executive is determined to be
      non-deductible pursuant to the regulations promulgated under Section 280G of
      the
      Code, the Corporation shall be required only to pay to Executive the amount
      determined to be deductible under Section 280G. The determination of any
      reduction in the lump sum payment under this paragraph 2 pursuant to the
      foregoing provisions shall be made by Corporation’s independent
      auditors.











3.
      TERMINATION OF EMPLOYMENT FOR CAUSE. For purposes of this Agreement, termination
      for “Cause” shall mean any of the following:





(a)
      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 twenty (20) consecutive days or
      more;





(b)
      Executive’s willful or intentional 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;





(c)
      Executive’s willful or intentional 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, after written notice from
      Corporation or Bank and a failure to cure such violation within twenty (20)
      days
      of said written notice;





(d)
      dishonesty or negligence by the Executive in the performance of his
      duties;





(e)
      Executive’s 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;





(f)
      conduct on the part of the Executive as determined by an affirmative vote of
      seventy percent (70%) of the disinterested members of the Board of Directors
      of
      Corporation and Bank which brings public discredit to Corporation or Bank;
      or





(g)
      Executive’s breach of fiduciary duty involving personal profit.





4.
      CHANGE
      IN CONTROL DEFINED. As used in this Agreement, “Change in Control” shall mean
      the occurrence of any of the following:





(a)(i)
      a
      merger, consolidation or division involving Corporation or Bank, (ii) a sale,
      exchange, transfer or other disposition of substantially all of the assets
      of
      Corporation or Bank, or (iii) a purchase by Corporation or Bank of substantially
      all of the assets of another entity, unless (y) such merger, consolidation,
      division, sale, exchange, transfer, purchase or disposition is approved in
      advance by seventy percent (70%) or more of the members of the Board of
      Directors of Corporation or Bank who are not interested in the transaction
      and
      (z) a majority of the members of the Board of Directors of the legal entity
      resulting from or existing after any such transaction and of the Board of
      Directors of such entity’s parent corporation, if any, are former members of the
      Board of Directors of Corporation or Bank; or





(b)
      any
“person” (as such term is used in Sections 13(d) and 14(d) of the Securities
      Exchange Act of 1934 (the “Exchange Act”)), other than Corporation or Bank or
      any “person” who on the date hereof is a director or officer of Corporation or
      Bank is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the
      Exchange Act), directly or indirectly, of securities of Corporation or Bank
      representing twenty-five (25%) percent or more of the combined voting power
      of
      Corporation or Bank’s then outstanding securities, or





(c)
      during any period of two (2) consecutive years during the term of Executive’s
      employment under this Agreement, individuals who at the beginning of such period
      constitute the Board of Directors of Corporation or Bank cease for any reason
      to
      constitute at least a majority thereof, unless the election of each director
      who
      was not a director at the beginning of such period has been approved in advance
      by directors representing at least two-thirds of the directors then in office
      who were directors at the beginning of the period; or














(d)
      any
      other change in control of Corporation and Bank similar in effect to any of
      the
      foregoing.





5.
      DATE
      OF CHANGE IN CONTROL DEFINED. For purposes of this Agreement, the date of Change
      in Control shall mean:





(a)
      the
      first date on which a single person and/or entity, or group of affiliated
      persons and/or entities, acquire the beneficial ownership of twenty-five (25%)
      or more of the Bank or Corporation’s voting securities, or





(b)
      the
      date of the closing of an Agreement, transferring all or substantially all
      of
      the Bank or Corporation’s assets, or





(c)
      the
      date on which a merger, consolidation or business combination is consummated,
      as
      applicable, or





(d)
      the
      date on which individuals who formerly constituted a majority of the Board
      of
      Directors of the Bank or the Corporation under paragraph 4(b) above, cease
      to be
      a majority.





6.
      NO
      EMPLOYMENT CONTRACT. This Agreement is not an employment contract. Nothing
      contained herein shall guarantee or assure Executive of continued employment
      by
      Corporation or Bank. Rather, Corporation’s and Bank’s obligations to Executive
      hereunder shall arise only if Executive continues to be employed by Corporation
      and Bank in his present or in a higher capacity and then only in the event
      the
      conditions described herein for payment to Executive have been met.





7.
      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.





8.
      ATTORNEY’S FEES AND COSTS. If any action at law or in equity is necessary to
      enforce or interpret the terms of this Agreement, each party shall bear their
      own attorney’s fees, costs, and necessary disbursements.





9.
      ENTIRE
      AGREEMENT. This Agreement supersedes any and all understandings and agreements,
      either oral or in writing, between the parties with respect to any severance
      that may become due as a result of or in connection with a Change in Control.
      This Agreement contains all the covenants and agreements between the parties
      with respect to any severance that may become due as a result of or in
      connection with a Change in Control.





10.
      SUCCESSORS; BINDING AGREEMENT. This Agreement shall be binding upon and inure
      to
      the benefit of Corporation, Bank and Executive, and their respective successors,
      assigns, heirs and personal representatives.













11.
      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 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.





12.
      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.





13.
      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.





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





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





ATTEST:
            
            QNB
                CORP./s/
                Charles M. Meredith, III
            
            /s/
                Thomas J. BiskoCharles
                M. Meredith, III, Secretary
            
            Thomas
                J. Bisko, PresidentATTEST:
            
            THE
                QUAKERTOWN NATIONAL BANK/s/
                Charles M. Meredith, III
            
            /s/
                Thomas J. BiskoCharles
                M. Meredith, III, Secretary
            
            Thomas
                J. Bisko, PresidentWITNESS:
            
            EXECUTIVE:/s/
                Ann B. Gaspar
            
            /s/
                Robert C. WernerAnn
                B. Gaspar
            
            Robert
                C. Werner, Executive