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
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