EMPLOYMENT AGREEMENT



EXHIBIT
10.2           
Employment Agreement between Commercial National Bank of
Pennsylvania and Louis T. Steiner, dated July 1,
2003





THIS EMPLOYMENT AGREEMENT
(the “Agreement”), is made and entered into as
of July 1, 2003, by and between COMMERCIAL NATIONAL BANK OF
PENNSYLVANIA, a national banking association (the
“Bank”), and LOUIS T. STEINER
(“Executive”).


Recitals


The Bank desires to assure
itself of the services of Executive as an executive officer of the
Bank and certain Affiliates of the Bank for the period provided in
this Agreement, and Executive is willing to serve in the employ of
the Bank pursuant to the terms of this Agreement.


NOW THEREFORE, in
consideration of these premises and the mutual promises contained
herein, and intending to be legally bound hereby, the parties agree
as follows:


Definitions.


“Affiliate” means, with respect to the Bank,
a corporation, partnership, trust, association, joint venture,
limited liability company or other entity, directly or indirectly
controlling, controlled by or under common control with the
Bank.  As of the date of this Agreement, the Affiliates of the
Bank are the Holding Company, Commercial National Insurance
Services, Inc, and Gooder Agency, Inc.


“Benefits” means the benefits described in
Sections 3.3 and 3.4.


“Board” means the Board of Directors of the
Bank.


“Cause” means the occurrence of any of the
following:


Executive’s material breach of any of his obligations
under this Agreement or any fiduciary duty owned to the Bank, or
any of its Affiliates, and his failure to cure such breach within
30 days after written notice thereof from the Bank;


Executive’s failure, refusal or inability (other than due
to mental or physical disability) to perform, in any material
respect, his duties to the Bank or any of its Affiliates, which
failure continues for more than fifteen (15) days after written
notice thereof from the Bank;


Executive’s abuse of alcohol or use of illegal drugs
(other than in accordance with a physician’s prescription)
which, in the sole judgment of the Board, has an adverse effect on
the Bank or any of its Affiliates, or the reputation of any of
them;


Executive’s illegal conduct or gross misconduct which is
materially and demonstrably injurious to the Bank or any of its
Affiliates including, without limitation, fraud, embezzlement,
theft or proven dishonesty in the course of his employment; or


Executive’s conviction of, or entry of a plea of guilty
or nolo contendere to a misdemeanor involving moral
turpitude, a felony, or any other crime which, in any such case,
has an adverse effect on the Bank or any of its Affiliates, or the
reputation of any of them as determined by the Board in its sole
judgment.


“Change of Control” means any of the
following events:


any individual, corporation, partnership, association, trust or
other entity (other than Executive and his associates) becomes the
beneficial owner (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934), directly or indirectly, of securities of the
Bank or the Holding Company representing 50% or more of the
combined voting power of the Bank’s or the Holding
Company’s then outstanding voting securities;


the individuals who as of the date of this Agreement are
members of the Board or the Board of Directors of the Holding
Company (the “Incumbent Boards”), cease for any reason
to constitute at least a majority of the Board or the Board of
Directors of the Holding Company, provided, however, that if the
election, or nomination for election by the Bank’s or the
Holding Company’s shareholders, of any new director was
approved by a vote of at least a majority of the Incumbent Boards,
such new director will be considered to be a member of the
Incumbent Boards;


an agreement by the Bank or the Holding Company to consolidate
or merge with any other entity pursuant to which the Bank or the
Holding Company will not be the continuing or surviving corporation
or pursuant to which shares of the common stock of the Bank or the
Holding Company would be converted into cash, securities or other
property, other than a merger of the Bank or the Holding Company in
which holders of the common stock of the Bank or the Holding
Company immediately prior to the merger would have the same
proportion of ownership of common stock of the surviving
corporation immediately after the merger;


an agreement of the Bank or the Holding Company to sell, lease,
exchange or otherwise transfer in one transaction or a series of
related transactions substantially all the assets of the Bank or
the Holding Company;


the adoption of any plan or proposal for a complete or partial
liquidation or dissolution of the Bank or the Holding Company;
or


an agreement to sell more than 50% of the outstanding voting
securities of the Bank or the Holding Company in one or a series of
related transactions.


“COBRA” means 29 U.S.C. §§
1161-1169.


“Code” means the Internal Revenue Code of
1986, as amended.


“Good Reason” means that any of the
following has occurred with respect to the Executive:


the assignment to Executive of any duties inconsistent in any
material respect with Executive’s position (including status,
offices, titles and reporting requirements), authority, duties or
responsibilities as contemplated by Section 2 of this
Employment Agreement, or any other action by the Bank which results
in a material diminution in such position, authority, duties or
responsibilities;


a diminution by the Bank in Executive’s Annual Salary, or
incentive or other forms of compensation, provided that (i) a
reduction in Executive’s Annual Salary as part of an
across-the-board reduction of salaries of all officers of the Bank
shall not constitute Good Reason; and (ii) a reduction in
Executive’s performance bonus from year to year which is
related to achievement of performance goals and consistent with how
performance goals had been interpreted prior to any Change of
Control shall not constitute Good Reason;


Executive’s loss of membership on the Board other than as
a result of or in connection with (i) Executive’s death,
disability or voluntary resignation from the Board or (ii)
termination of Executive’s employment by the Bank for
Cause;


relocation of Executive’s job location to a place which
is more than 50 miles from the Bank’s current headquarters in
Latrobe, Pennsylvania, without Executive’s agreement; or


a material breach of this Agreement by the Bank which is not
cured within 30 days after delivery of written notice thereof.


“Holding Company” means Commercial National
Financial Corporation, a Pennsylvania corporation.


“Intellectual Property” means (a) all
inventions (whether patentable or unpatentable and whether or not
reduced to practice), all improvements thereto, and all patents,
(b) all trademarks, service marks, trade dress, logos, trade names,
fictitious names, brand names, brand marks and corporate names,
together with all translations, adaptations, derivations, and
combinations thereof and including all goodwill associated
therewith, and all applications, registrations, and renewals in
connection therewith, (c) all copyrightable works, all copyrights,
and all applications, registrations, and renewals in connection
therewith, (d) all mask works and all applications, registrations,
and renewals in connection therewith, (e) all trade secrets and
confidential business information (including ideas, research and
development, know-how, formulas, compositions, manufacturing and
production processes and techniques, technical data, designs,
drawings, specifications, customer and supplier lists, pricing and
cost information, and business and marketing plans and proposals),
(f) all computer software (including data, source codes and related
documentation), (g) all other proprietary rights, (h) all copies
and tangible embodiments thereof (in whatever form or medium), or
similar intangible personal property which have been or are
developed or created in whole or in part by Executive: (i) at any
time and at any place while Executive is employed by the Bank and
which are related to or used in connection with the business of the
Bank or its Affiliates, or (ii) as a result of tasks assigned to
Executive by the Bank or its Affiliates.


“Proprietary Information” means
confidential, proprietary, business and technical information or
trade secrets of the Bank or of any Affiliate of the Bank. 
Such Proprietary Information shall include, but shall not be
limited to, the following items and information relating to the
following items: (a) information acquired from, or about, third
parties such as the Bank’s customers, including, but not
limited to, account, general banking and financial information
relating thereto, (b) business research, studies, procedures and
costs, (c) financial data, (d) marketing data, methods, plans and
efforts, (e) the identities of the Bank’s actual and
prospective customers, (f) the terms of contracts and agreements
with customers, contractors and suppliers, (g) the needs and
requirements of, and the Bank’s course of dealing with,
actual or prospective customers, contractors and suppliers, (h)
personnel information, (i) customer and vendor credit information,
and (j) any Intellectual Property of the Bank (whether developed by
Executive or others).  Failure by the Bank to mark any of the
Proprietary Information as confidential or proprietary shall not
affect its status as Proprietary Information under the terms of
this Agreement. 


“Restrictive Covenants” means the provisions
contained in Section 5.1 of this Agreement.


“Total After-Tax Payments” means the total
of all “parachute payments” (as that term is defined in
Section 280G(b)(2) of the Code) made to or for the benefit of
Executive (whether made hereunder or otherwise), after reduction
for all applicable federal taxes (including, without limitation,
the tax described in Section 4999 of the Code).


Employment, Term and Duties. 


Employment and Term.  The Bank hereby employs
Executive and Executive hereby accepts employment with the Bank as
its President and Chief Executive Officer, and shall serve as an
officer and/or director of such of the Bank’s Affiliates as
the Board may determine for a period commencing on the date hereof
and continuing until the third anniversary of the date hereof (the
“Term”); provided, however, that if
written notice not to extend the Term by either party is not
received at least 120 days prior to the third anniversary of the
date hereof (or any subsequent anniversary of the date hereof, if
this Agreement is extended pursuant to this Section 2.1), then the
Term will be automatically extended to the next anniversary of the
date hereof. 


Duties.  Executive will render his services
hereunder to the Bank, and its Affiliates and shall use his best
efforts, judgment and energy in the performance of the duties
assigned to him.  During the Term, Executive will devote
substantially all of his business time and services to the Bank and
its Affiliates to perform such duties as may be customarily
incident to his position and as may reasonably be assigned from
time to time by the Board.  During the Term, Executive will
not serve as a director of any corporation other than the Bank and
any of its Affiliates, without the prior consent of the Bank;
provided, however, that Executive may, at his discretion,
serve as a director of a charitable, community and other
not-for-profit entities, subject to Executive’s duty to
inform the Bank of his assumption of any such directorship.


Compensation and Benefits.


Annual Salary.  Executive hereby agrees to accept,
as compensation for all services rendered by Executive in any
capacity hereunder and for the Restrictive Covenants






made by Executive in
Section 5 hereof, a base salary as set on an annual basis by
the Executive Compensation Committee of the Board (as the same may
hereafter be increased, the “Annual Salary”)
commencing on the date hereof and continuing until expiration or
termination of the Term.  The Annual Salary and all other
payments made by the Bank to Executive will be inclusive of all
applicable income, social security and other taxes and charges
which are required by law to be withheld by the Bank, which taxes
and other charges will be withheld and paid in accordance with the
Bank’s normal payroll practices from time to time in
effect.  The Annual Salary will be reviewed on an annual basis
by the Executive Compensation Committee of the Board and may be
adjusted, as determined by such Executive Compensation
Committee.


Bonus.   The Executive Compensation Committee of
the Board may, but shall not be required to, award Executive a
performance bonus based on the performance of the Bank and
Executive.  The Executive Compensation Committee of the Board
shall have sole discretion to determine whether to pay a
performance bonus to Executive and to determine the amount of any
such bonus.


Benefits.  Executive will be entitled to receive
the same benefits enjoyed by other executive officers of the Bank
from time to time (as determined by the Executive Compensation
Committee in good faith, in its absolute discretion), as well as
the benefits described below in Section 3.4.  Such
benefit plans shall include participation in the Bank’s
Profit-Sharing Plan, health coverage, life insurance and disability
(short and long term) benefits, each on the same basis as offered
to the other executive-level employees of the Bank.


Vacation.  Executive will be entitled to five weeks
of vacation per calendar year.  Executive shall not be
entitled to receive any payment for unused vacation or to carry
over unused vacation from year to year.  Executive shall also
be entitled to six incidental days per year which, if not used by
Executive, shall be paid for by the Bank.


Payment of Expenses.  The Bank will pay or
reimburse all reasonable and necessary expenses incurred by
Executive in the performance of his duties hereunder, in accordance
with the Bank’s practices and policies regarding the payment
or reimbursement of expenses from time to time in effect.


Non-Compete; Confidentiality; Non-Solicitation.


Restrictive Covenants.  These Restrictive Covenants
will survive the expiration of this Agreement or the termination of
Executive’s employment; provided, however, that the
Restrictive Covenants will not apply following a termination by the
Bank without Cause pursuant to Section 6.1(d) or a
termination by Executive after the occurrence of a Change of
Control pursuant to Section 6.2(c).


Non-Compete.  Executive shall not, during the Term
and for a period of one (1) year thereafter (the
“Restricted Period”), in any city, town or
county in which the Executive’s normal business office is
located or the Bank or any of its Affiliates has an office or has
filed an application for regulatory approval to establish an
office, determined as of the effective date of such termination, do
any of the following, directly or indirectly, without the prior
written consent of the Bank (except in Executive’s capacity
as an employee of the Bank, and in the best interests of the
Bank):


work for or advise, consult, serve with, or otherwise become
interested in (as owner, stockholder, lender, partner, co-venturer,
director, officer, employee, agent or consultant), directly or
indirectly, any person, firm, corporation, association or other
entity whose business materially competes with the depository,
lending or other business activities of the Bank or its
Affiliates;


influence or attempt to influence any customer of the Bank or
any of its Affiliates to terminate or modify any written or oral
agreement or course of dealing with the Bank or such Affiliate;
or


influence or attempt to influence any person to either (A)
terminate or modify any employment, consulting, agency,
distributorship or other arrangement with the Bank or any of its
Affiliates, or (B) employ, or arrange to have any other person or
entity employ, any person who has been employed by the Bank of any
of its Affiliates as an employee, consultant, agent or distributor
of the Bank or such Affiliate at any time during the Restricted
Period.


Notwithstanding the
foregoing, Executive may hold less than five percent (5%) of the
outstanding securities of any class of any publicly traded
securities of any company.


Confidentiality. 


Executive recognizes and acknowledges that the Proprietary
Information is a valuable, special and unique asset of the business
of the Bank.  As a result, both during the Term and
thereafter, Executive shall not, without the prior written consent
of the Bank or its Affiliates, for any reason either directly or
indirectly divulge to any third-party or use for his own benefit,
or for any purpose other than the exclusive benefit of the Bank,
any Proprietary Information revealed, obtained or developed in the
course of his employment by the Bank; provided, however,
that nothing herein contained shall restrict Executive’s
ability to make such disclosures during the Term as may be
necessary or appropriate to the effective and efficient discharge
of his duties as an employee hereunder or as such disclosures may
be required by law; and further provided, that nothing
herein contained shall restrict Executive from divulging or using
for his own benefit or for any other purpose any Proprietary
Information which is publicly available, so long as such
information did not become available to the public as a direct or
indirect result of Executive’s breach of this
Section 5.1(b).  In the event that Executive or
any of his representatives becomes legally compelled to disclose
any of the Proprietary Information, Executive will provide the Bank
with prompt written notice so that the Bank may seek a protective
order or other appropriate remedy. 


Executive recognizes that banking and account information
acquired by Executive in the course of his employment with respect
to customers of the Bank are confidential pursuant to the laws of
the Commonwealth of Pennsylvania and the United States of America,
and Executive will strictly conform to all such laws and
administrative regulations and will take all action necessary or
appropriate to cause all persons under Executive’s
supervisory responsibility to conform to all such laws and
regulations.


Property of the Bank. 


All right, title and interest in and to Proprietary Information
shall be and remain the sole and exclusive property of the
Bank.  During the Term, Executive shall not remove from the
Bank’s offices or premises any documents, records, notebooks,
files, correspondence, reports, memoranda or similar materials of
or containing Proprietary Information, or other materials or
property of any kind belonging to the Bank unless necessary or
appropriate (as reasonably determined by Executive) in accordance
with  Executive’s duties and responsibilities to the
Bank and, in the event that such materials or property are removed,
all of the foregoing shall be returned to their proper files or
places of safekeeping as promptly as possible after the removal
shall serve its specific purpose.  Executive shall not make,
retain, remove and/or distribute any copies of any of the foregoing
for any reason whatsoever except as may be necessary in the
discharge of his assigned duties and shall not divulge to any third
person the nature of and/or contents of any of the foregoing or of
any other oral or written information to which he may have access
or with which for any reason he may become familiar, except as
disclosure shall be necessary or appropriate (as reasonably
determined by Executive) in the performance of his duties; and upon
the termination of his employment with the Bank, he shall leave
with or return to the Bank all originals and copies of the
foregoing then in his possession, whether prepared by Executive or
by others.


Executive agrees that all the Intellectual Property will be
considered “works made for hire” as that term is
defined in Sections 101 and 201 of the Copyright Act (17 U.S.C.
§§ 101 and 201) and that all right, title and interest in
such Intellectual Property will be the sole and exclusive property
of the Bank.  To the extent that any of the Intellectual
Property may not by law be considered a work made for hire, or to
the extent that, notwithstanding the foregoing, Executive retains
any interest in the Intellectual Property, Executive hereby
irrevocably assigns and transfers to the Bank any and all right,
title, or interest that Executive may have in the Intellectual
Property under patent, copyright, trade secret and trademark law,
in perpetuity or for the longest period otherwise permitted by law,
without the necessity of further consideration.  The Bank will
be entitled to obtain and hold in its own name all copyrights,
patents, trade secrets, and trademarks with respect to such
Intellectual Property.  Executive further agrees to execute
any and all documents and provide any further cooperation or
assistance reasonably required by the Bank to perfect, maintain or
otherwise protect its rights in the Intellectual Property.


Acknowledgements.  Executive acknowledges that the
Restrictive Covenants are reasonable and necessary to protect the
legitimate interests of the Bank and its Affiliates and that the
duration and geographic scope of the Restrictive Covenants are
reasonable given the nature of this Agreement and the position
Executive will hold within the Bank.  Executive further
acknowledges that the Restrictive Covenants are included herein in
order to induce the Bank to compensate Executive pursuant to this
Agreement and that the Bank would not have entered into this
Agreement or otherwise continued to employ Executive in the absence
of the Restrictive Covenants.


Rights and Remedies Upon Breach.


Specific Enforcement.  Executive acknowledges that
any breach by him of the Restrictive Covenants will cause
continuing and irreparable injury to the Bank for which monetary
damages would not be an adequate remedy.  Executive shall not,
in any action or proceeding to enforce any of the provisions of
this Agreement, assert the claim or defense that such an adequate
remedy at law exists.  In the event of such breach by
Executive, the Bank shall have the right to enforce the Restrictive
Covenants by seeking injunctive or other relief in any court and
this Agreement shall not in any way limit remedies of law or in
equity otherwise available to the Bank.  If an action at law
or in equity is necessary to enforce or interpret the terms of this
agreement, the prevailing party shall be entitled to recover, in
addition to any other relief, reasonable attorneys’ fees,
costs and disbursements.


Extension of Restrictive Period.  In the event that
Executive breaches any of the Restrictive Covenants contained in
Section 5.1(a), then the Restricted Period shall be extended
for a period of time equal to the period of time that Executive is
in breach of such restriction.


Accounting.  If Executive is determined by any
court, arbitrator, mediator or other adjudicative body to have
breached any of the Restrictive Covenants, the Bank will have the
right and remedy to require Executive to account for and pay over
to the Bank all compensation, profits, monies, accruals, increments
or other benefits derived or received by Executive as the result of
any action constituting a breach of the Restrictive
Covenants.  This right and remedy will be in addition to, and
not in lieu of, any other rights and remedies available to the Bank
under law or in equity.


Judicial Modification.  If any court determines
that any of the Restrictive Covenants, or any part thereof, is
unenforceable because of the duration or geographical scope of such
provision, such court shall have the power to modify such provision
and, in its modified form, such provision shall then be
enforceable.


Disclosure of Restrictive Covenants.  Executive
agrees to disclose the existence and terms of the Restrictive
Covenants to any employer that Executive may work for during the
Restricted Period.


Restrictions Enforceable in All Jurisdictions.  If
a court of any jurisdiction holds the Restrictive Covenants
unenforceable by reason of their breadth or scope or otherwise, it
is the intention of the parties hereto that such determination not
bar or in any way affect the right of the Bank to the relief
provided above in the courts of any other jurisdiction within the
geographical scope of such Restrictive Covenants.


Termination.  Executive’s employment
hereunder may be terminated by the Bank or Executive as described
in this Section 6. 


Termination by the Bank.  Executive’s
employment may be terminated by the Bank in any one of the
followings ways, prior to the expiration of the Term:


Death.  If Executive dies, this Agreement shall
terminate on the date of death.


Disability.  If Executive either (i) becomes
disabled and is receiving long-term disability benefits pursuant to
his disability, or (ii) becomes permanently disabled, the Bank may
terminate Executive’s employment by notice to
Executive.  For purposes of this Section 6.1(b),
“permanently disabled” shall mean mental or physical
incapacity, or both, which in the judgment of the Company’s
Board of Directors, renders Executive unable to perform
substantially all of his duties hereunder and which appears
reasonably certain to continue for at least three consecutive
months without substantial improvement.  Such judgment of the
Board of Directors shall be based upon a certification of such
incapacity by a physician chosen by the Board, who may be either
Executive’s regularly attending, duly licensed, physician or
a duly licensed physician selected by the Board, following such
physician’s physical examination of Executive. 


For Cause.  The Bank may terminate the
Executive’s employment for Cause upon 15 days prior written
notice to Executive.


Without Cause.  Subject to Section 6.3, the Bank
may, without Cause, terminate Executive’s employment pursuant
hereto, effective 60 days after written notice is provided to
Executive.


Termination by Executive.


At Will.  Executive shall have a right to terminate
this Agreement at any time by giving 60 days’ advance written
notice to the Bank.


Good Reason.  Executive may terminate this
Agreement for Good Reason upon 15 days’ prior written notice
to the Bank.


Change in Control.  Executive may terminate
this Agreement at any time upon written notice to the Bank within
90 days after the occurrence of a Change of Control.


Termination Without Cause or For Good Reason.  If
Executive’s employment by the Bank is terminated by the Bank
without Cause or by Executive for Good Reason, Executive shall be
entitled to:


payment of all accrued and unpaid Annual Salary and Benefits
through the date of such termination;


payment of monthly severance payments equal to one-twelfth of
the sum of (i) Executive’s Annual Salary, plus (ii) the
amount credited to Executive’s account under the Bank’s
Profit-Sharing Plan for the most recently completed fiscal year,
for a period of twelve (12) months, or, at the discretion of the
Board, a single sum payment equal to the discounted present value
of such monthly payments (discounted at the prime rate in effect at
the Bank’s principal banking subsidiary);


continuation of group health benefits for Executive for a
period of twelve (12) months following termination.  The
continuation of group health benefits provided hereby will be in
lieu of any benefits otherwise available to Executive pursuant to
COBRA.


Notwithstanding the
foregoing, no amount will be paid under this Section 6.3
unless Executive executes and delivers to the Bank a release
substantially identical to that attached hereto as Exhibit I
in a manner consistent with the requirements of the Older Workers
Benefit Protection Act.


Termination Upon Change in Control.  If Executive
terminates his Employment following a Change of Control pursuant to
Section 6.2(c), Executive shall be entitled to:


payment of all accrued and unpaid Annual Salary and Benefits
through the date of such termination;


payment of monthly severance payments equal to one-twelfth of
the sum of (i) Executive’s Annual Salary, plus (ii) the
amount credited to Executive’s account under the Bank’s
Profit-Sharing Plan for the most recently completed fiscal year,
for a period of twenty-four (24) months, or, at the option of
Executive, a single sum payment equal to the total of such monthly
payments;


continuation of group health benefits for Executive for a
period of twenty-four (24) months following termination.  The
continuation of group health benefits provided hereby will be in
lieu of any benefits otherwise available to Executive pursuant to
COBRA; and


a maximum of six months outplacement assistance with a provider
selected by the Bank and at the Bank’s expense.


Notwithstanding the
foregoing, no amount will be paid under this Section 6.4 unless
Executive executes and delivers to the Bank a release substantially
identical to that attached hereto as Exhibit I in a manner
consistent with the requirements of the Older Workers Benefit
Protection Act.


Any Other Termination.  If Executive’s
employment by the Bank is terminated for any reason other than as
set forth in Sections 6.3 and 6.4  (including, but not
limited to, termination (a) by the Bank for Cause, (b) as a result
of Executive’s death, (c) as a result of Executive being
disabled or (d) by Executive at will, the Bank’s obligation
to Executive (or, in the case of Executive’s death, to
Executive’s estate) will be limited solely to the payment of
accrued and unpaid Annual Salary and Benefits through the date of
such termination. All Annual Salary and Benefits will cease at the
time of such termination, subject to the terms of any benefits or
compensation plans then in force and applicable to Executive, and,
except as otherwise provided in this Section 6.5 or pursuant
to COBRA, the Bank shall have no further liability or obligation
hereunder by reason of such termination.


Adjustments to Maximize Payments to Executive. 
Payments under this Agreement will be made without regard to
whether the deductibility of such payments (or any other payments)
would be limited or precluded by Section 280G of the Code and
without regard to whether such payments would subject the Executive
to the federal excise tax levied on certain “excess parachute
payments” under Section 4999 of the Code; provided,
however, that if the Total After-Tax Payments would be
increased by the limitation or elimination of any amount payable to
Executive (whether under this Agreement of otherwise), then the
amount payable to Executive will be reduced to the extent necessary
to maximize the Total After-Tax Payments.  The determination
of whether and to what extent payments to Executive are required to
be reduced in accordance with the preceding sentence will be made
at the Bank’s expense by an independent, certified public
accountant selected by the Bank and reasonably acceptable to
Executive.  In the event of any underpayment or overpayment to
Executive (as determined after the application of this Section
6.6), the amount of such underpayment or overpayment will be
immediately paid by the Bank to the Executive or refunded by the
Executive to the Bank, as the case may be, with interest at the
applicable federal rate provided for in Section 7872(f)(2) of the
Code.


Miscellaneous.


Other Agreements.  Executive represents and
warrants to the Bank that there are no restrictions, agreements or
understandings whatsoever to which he is party (or by which he is
otherwise bound) that would prevent or make unlawful his execution
of this Agreement or employment by the Bank, or that would in any
way prohibit, limit or impair (or purport to prohibit, limit or
impair) his provision of services to the Bank.


Successors and Assigns.  This Agreement shall inure
to the benefit of and be binding upon the Bank and Executive and
their respective successors, executors, administrators, heirs and
(in the case of the Bank) permitted assigns.  The Bank may,
without the consent of Executive, assign this Agreement to any
successor to all or substantially all of its assets and business by
means of liquidation, dissolution, merger, consolidation, transfer
of assets, or otherwise.  Executive may not make any
assignment of this Agreement or any interest therein.


Notice.  Any notice or communication required or
permitted under this Agreement will be made in writing and (a) sent
by overnight courier, (b) mailed by certified or registered mail,
return receipt requested or (c) sent via facsimile.  Any
notice or communication to Executive will be sent to his most
current home address on file with the Bank.  Any notice or
communication to the Bank will be sent to the Bank’s
principal executive office, care of the Bank’s Chairman of
the Bank’s Executive Compensation Committee, with a copy to
David J. Lowe, Esq., Pepper Hamilton LLP, One Mellon Center, 500
Grant Street, Pittsburgh, Pennsylvania 15219 (or via facsimile to
(412) 281-0717).


Entire Agreement; Amendments.  This Agreement
contains the entire agreement and understanding of the parties
hereto relating to the subject matter hereof, and merges and
supersedes all other prior or contemporaneous discussions,
agreements and understandings of every nature relating to the
employment of Executive by the Bank.  This Agreement may not
be changed or modified, except by an Agreement in writing signed by
each of the parties hereto.


Waiver.  Any waiver by either party of any breach
of any term or condition in this Agreement shall not operate as a
waiver of any other breach of such term or condition or of any
other term or condition, nor shall any failure to enforce any
provision hereof operate as a waiver of such provision or of any
other provision hereof or constitute or be deemed a waiver or
release of any other rights, in law or in equity.


Governing Law.  This Agreement shall be governed
by, and enforced in accordance with, the laws of the Commonwealth
of Pennsylvania without regard to the application of the principles
of conflicts or choice of laws.


Survival of Provisions.  The provisions of this
Agreement set forth in Sections 5, 6 and 7 (including any
pertinent definitions) will survive the termination or expiration
of this Agreement.


Severability.  Whenever possible, each provision of
this Agreement will be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of
this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction,
such invalidity, illegality or unenforceability will not affect any
other provision or the effectiveness or validity of any provision
in any other jurisdiction, and this Agreement will be reformed,
construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained
herein.


Section Headings.  The section headings in this
Agreement are for convenience only; they form no part of this
Agreement and shall not affect its interpretation.


Mediation and Arbitration.  Any claim, controversy,
or dispute arising between the parties with respect to this
Agreement (a “Dispute”), shall be referred to
non-binding mediation for resolution.  The parties will
jointly select a neutral mediator for such mediation.  If such
mediation effort is not successful in resolving the Dispute, the
Dispute shall be referred for final and binding arbitration,
without appeal to court thereafter.  The arbitration shall be
conducted pursuant to the terms of the Federal Arbitration Act and
the Commercial Arbitration Rules of the American Arbitration
Association, except that discovery may be had in accordance with
the Federal Rules of Civil Procedure.  The venue for the
arbitration shall be the office of the American Arbitration
Association closest to the Bank’s headquarters (the
“AAA Office”).  The arbitration shall be
conducted before a panel of three arbitrators selected as
follows:  Within 15 business days after a Demand for
Arbitration is filed with the AAA Office, each party shall select
an arbitrator and, within 10 business days after the end of such
15-day period, such two arbitrators shall select a third
arbitrator.  Each arbitrator must either have professional
experience relating to the business or legal aspects of the subject
of the arbitration or be a retired judge.  No arbitrator shall
(i) have any material interest in the result of the arbitration or
(ii) be, or shall ever have been, an affiliate, equity holder or
creditor of, or an attorney, accountant, agent or consultant for,
any party to such arbitration proceeding.  The arbitrators
shall meet promptly, fix the time, date and place of the hearing
and notify the parties.  The parties shall stipulate that the
arbitration hearing shall last no longer than five business
days.  A majority of the panel shall render a decision within
10 days of the completion of the hearing.  The panel of
arbitrators shall promptly transmit an executed copy of its
decision to the parties.  The decision of the arbitrators
shall be final, binding and conclusive upon the parties.  Each
party shall have the right to have the decision enforced by any
court of competent jurisdiction.  Notwithstanding any other
provision of this Section, any Dispute in which a party seeks
equitable relief may be brought in any court having
jurisdiction.  Each party shall be responsible for payment of
such party’s legal fees and one-half of the costs of the
arbitrators.  The obligations of the parties under this
Section shall be specifically enforceable and shall survive any
termination of this Agreement.


No Mitigation of Damages.  In the event that
Executive’s employment with the Bank is terminated by the
Bank without Cause or is terminated by Executive for Good Reason or
upon a Change in Control, Executive shall not be required to
mitigate his damages.


Counterparts and Facsimiles.  This Agreement may be
executed, including execution by facsimile signature, in one or
more counterparts, each of which shall be deemed an original, and
all of which together shall be deemed to be one and the same
instrument.


IN WITNESS WHEREOF, the
Bank has caused this Agreement to be executed by its duly
authorized officer, and Executive has executed this Agreement
effective as of the date first above written.


		
COMMERCIAL NATIONAL BANK
OF PENNSYLVANIA


By:                                                                  



Title:                                                                


		
EXECUTIVE


By:                                                                  


       Louis T. Steiner












Exhibit
I


Release and
Non-Disparagement Agreement


THIS MUTUAL RELEASE AND
NON-DISPARAGEMENT AGREEMENT (the “Release”) is
made as of the ___ day of _______, _____ by and between LOUIS T.
STEINER (“Executive”) and COMMERCIAL NATIONAL
BANK OF PENNSYLVANIA (the “Bank”).


WHEREAS, Executive’s
employment by the Bank will terminate; and


WHEREAS, in connection
with that termination and pursuant to Section 6.3 or 6.4 of
the Employment Agreement by and between the Bank and Executive
dated [July 1, 2003] (the “Employment
Agreement”), the Bank has agreed to pay Executive certain
amounts, subject to the execution of this Agreement.


NOW THEREFORE, in
consideration of these premises and the mutual promises contained
herein, and intending to be legally bound hereby, the parties agree
as follows:


Resignation.  Executive hereby resigns as the
Bank’s President and Chief Executive Officer as an employee
of the Bank, and as an employee, officer, director or board
committee member of the Bank and any Affiliate of the Bank,
effective as of the date of this Release.


Acknowledgements.  Executive acknowledges that: (i)
the payments described in Sections 6.3 and 6.4 of the
Employment Agreement constitute full settlement of all his rights
under the Employment Agreement, (ii) he has no entitlement under
any other severance or similar arrangement maintained by the Bank,
and (iii) except as otherwise provided specifically in this
Release, the Bank does not and will not have any other liability or
obligation to him.  Executive further acknowledges that, in
the absence of his execution of this Release, he would not
otherwise be entitled to the payments described in Section
6.3/6.4 of the Employment Agreement.


Release and Covenant Not to Sue.


Mutual Release.  The Bank (including, for purposes
of this Section 3, its Affiliates) hereby fully and forever
releases and discharges Executive (and his heirs, executors and
administrators), and Executive hereby fully and forever releases
and discharges Bank (including, for purposes of this Section
3, all predecessors and successors, subsidiaries, affiliates,
assigns, officers, directors, trustees, Executives, agents and
attorneys, past and present) from any and all claims, demands,
liens, agreements, contracts, covenants, actions, suits, causes of
action, obligations, controversies, debts, costs, expenses,
damages, judgments, orders and liabilities, of whatever kind or
nature, direct or indirect, in law, equity or otherwise, whether
known or unknown, arising through the date of this Release, out of
Executive’s employment by the Bank or the termination
thereof, including, but not limited to, any claims for relief or
causes of action under the Age Discrimination in Employment Act, 29
U.S.C. § 621 et seq., or any other federal, state or
local statute, ordinance or regulation regarding discrimination in
employment and any claims, demands or actions based upon alleged
wrongful or retaliatory discharge or breach of contract under any
state or federal law. 


Covenant Not to Sue.  Executive expressly
represents that he has not filed a lawsuit or initiated any other
administrative proceeding against the Bank and that he has not
assigned any claim against the Bank to any other person or
entity.  The Bank expressly represents that it has not filed a
lawsuit or initiated any other administrative proceeding against
Executive and that it has not assigned any claim against Executive
to any other person or entity.  Both the Executive and the
Bank further promise not to initiate a lawsuit or to bring any
other claim against the other arising out of or in any way related
to Executive’s employment by the Bank or the termination of
that employment.  This Release will
not prevent Executive from filing a charge with the Equal
Employment Opportunity Commission (or similar state agency) or
participating in any investigation conducted by the Equal
Employment Opportunity Commission (or similar state agency);
provided, however, that any claims by Executive for personal
relief in connection with such a charge or investigation (such as
reinstatement or monetary damages) will be barred.


Claims Not Released.  The forgoing will not be
deemed to release the Bank or Executive from claims solely (a) to
enforce this Release, (b) to enforce Section 6.3/6.4 of the
Employment Agreement (c) to enforce Section 5 of the
Employment Agreement, or (d) for indemnification under the
Bank’s By-Laws, under applicable law, under any
indemnification agreement between the Bank and Executive or under
any similar arrangement.


Non-Competition and Confidentiality Obligations. 
Executive acknowledges that Section 5 of the Employment
Agreement survives the termination of his employment. 
Executive affirms that the restrictions contained in Section
5 of the Employment Agreement are reasonable and necessary to
protect the legitimate interests of the Bank, that he received
adequate consideration in exchange for agreeing to those
restrictions, and that he will abide by those restrictions.


Non-Disparagement.  The Bank will not disparage
Executive or Executive’s performance or otherwise take any
action which could reasonably be expected to adversely affect
Executive’s personal or professional reputation. 
Similarly, Executive will not disparage Bank or any of its
directors, officers, agents or Executives or otherwise take any
action which could reasonably be expected to adversely affect the
personal or professional reputation of Bank or any of its
directors, officers, agents or employees.


Cooperation.  Executive further agrees that he will
cooperate fully with the Bank and its counsel with respect to any
matter (including litigation, investigations, or governmental
proceedings) which relates to matters with which Executive was
involved during his employment with Bank.  Executive shall
render such cooperation in a timely manner on reasonable notice
from the Bank.


Rescission Right.  Executive expressly acknowledges
and recites that (a) he has read and understands this Release in
its entirety, (b) he has entered into this Release knowingly and
voluntarily, without any duress or coercion; (c) he has been
advised orally and is hereby advised in writing to consult with an
attorney with respect to this Release before signing it; (d) he was
provided twenty-one (21) calendar days after receipt of the Release
to consider its terms before signing it; and (e) he is provided
seven (7) calendar days from the date of signing to terminate and
revoke this Release in which case this Release shall be
unenforceable, null and void.  Executive may revoke this
Release during those seven (7) days by providing written notice of
revocation to the Bank.


Challenge.  If Executive violates or challenges the
enforceability of this Release, no further payments under
Section 6.3/6.4 of the Employment Agreement will be paid or
provided to Executive.


Miscellaneous.


No Admission of Liability.  This Release is not to
be construed as an admission of any violation of any federal, state
or local statute, ordinance or regulation or of any duty owed by
the Bank to Executive.  There have been no such violations,
and the Bank specifically denies any such violations.


No Reinstatement.  Executive agrees that he will
not apply for reinstatement with the Bank or seek in any way to be
reinstated, re-employed or hired by the Bank in the future.


Successors and Assigns.  This Release will inure to
the benefit of and be binding upon the Bank and Executive and their
respective successors, executors, administrators, heirs and (in the
case of the Bank) permitted assigns. The Bank may assign this
Release to any successor to all or substantially all of its assets
and business by means of liquidation, dissolution, merger,
consolidation, transfer of assets, or otherwise.  Executive
may not make any assignment of this Release or any interest
herein.


Severability.  The provisions of this Release are
severable.  If any provision or the scope of any provision is
found to be unenforceable or is modified by a court of competent
jurisdiction, the other provisions or the affected provisions as so
modified shall remain fully valid and enforceable.


Entire Agreement; Amendments.  Except as otherwise
provided herein, this Release contains the entire agreement and
understanding of the parties hereto relating to the subject matter
hereof, and merges and supersedes all prior and contemporaneous
discussions, agreements and understandings of every nature relating
subject matter hereof.  This Release may not be changed or
modified, except by an Release in writing signed by each of the
parties hereto.


Governing Law.  This Release shall be governed by,
and enforced in accordance with, the laws of the Commonwealth of
Pennsylvania, without regard to the application of the principles
of conflicts of laws.


Counterparts and Facsimiles.  This Release may be
executed, including execution by facsimile signature, in one or
more counterparts, each of which shall be deemed an original, and
all of which together shall be deemed to be one and the same
instrument.






IN WITNESS WHEREOF, the
Bank has caused this Release to be executed by its duly authorized
officer, and Executive has executed this Release, in each case as
of the date first above written.


		
COMMERCIAL NATIONAL BANK
OF PENNSYLVANIA


By:                                                                  



Title:                                                                


		
EXECUTIVE


By:                                                                  


       Louis T. Steiner