MUTUAL RELEASE AND NON-DISPARAGEMENT AGREEMENT



Mutual Release and Non-Disparagement Agreement


THIS MUTUAL RELEASE AND NON-DISPARAGEMENT AGREEMENT (the
“Release”) is made and shall be effective as of
the 28th day of January, 2004 (the “Effective Date”) by
and between LOUIS T. STEINER (“Executive”) and
COMMERCIAL BANK OF PENNSYLVANIA f/k/a Commercial National Bank of
Pennsylvania (the “Bank”).


WHEREAS, Executive is employed by the Bank pursuant to the terms
of an Employment Agreement dated July 1, 2003 between the Bank and
Executive (the “Employment Agreement”).


WHEREAS, the Bank and Executive have agreed that
Executive’s employment by the Bank will terminate on the
Effective Date; and


WHEREAS, in connection with that termination, 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 each Affiliate (as defined in the
Employment Agreement) of the Bank including, without limitation,
Commercial National Financial Corporation, Commercial National
Insurance Services, Inc., Gooder Agency, Inc., and Highview Trust
Company, effective as of the Effective Date.


Payments.  In consideration of Executive’s
resignation and in settlement of Executive’s rights under the
Employment Agreement, Executive shall be entitled to receive from
the Bank:


payment of all accrued and unpaid Annual Salary (as defined in
the Employment Agreement and which, for all purposes of this
Release, shall be at the annual rate of $156,171) and Benefits (as
defined in the Employment Agreement) through the Effective
Date;


payment (in bi-weekly installments) of monthly severance
payments equal to one-twelfth of Executive’s Annual Salary
from the Effective Date through April 30, 2004;


payment (in bi-weekly installments) 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 fiscal
year ended December 31, 2003, for the period from May 1, 2004
through April 30, 2005; and


continuation of group health benefits for Executive for the
period from the Effective Date though April 30, 2005.  The
continuation of group health benefits provided hereby will be in
lieu of any benefits otherwise available to Executive pursuant to
COBRA.


Acknowledgements.  Executive acknowledges that: (i)
the payments described in Section 2 of this Release
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 above.


Release and Covenant Not to Sue.


Mutual Release.  The Bank (including, for purposes
of this Section 4, 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
4, 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 5 of the
Employment Agreement, (c) 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, or (d) to enforce vested rights under the
Bank’s Profit-Sharing Plan.


Non-Competition and Confidentiality Obligations. 
Executive acknowledges and agrees that Section 5 of the
Employment Agreement, including without limitation the Restrictive
Covenants set forth in Section 5.1 thereof, shall survive
the termination of his employment; provided, however, the parties
specifically agree that Section 5.1(a)(i) of the Employment
Agreement shall not apply following the termination of
Executive’s 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 the 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 the 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 up to 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 or benefits
under Section 2 of this Release 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 BANK OF PENNSYLVANIA


By: Gregg E. Hunter     
                      


 Title: Acting President and C.E.O.


		
EXECUTIVE


By:/s/ Louis T. Steiner


      Louis T. Steiner