THIS EMPLOYMENT AGREEMENT (the "Agreement"), effective as of the 3rd day of January, 2006 (the
"Effective Date"), by and between Penn Security Bank & Trust, a Pennsylvania state chartered community bank
and trust company (the "Bank"), and Penseco Financial Services Corporation, a Pennsylvania corporation (the
"Parent") (together the "Company"), and Craig W. Best (the "Executive"), reads as follows:
WHEREAS, the Executive is an individual qualified by education and experience to serve as both the Bank's and
the Parent's President and Chief Executive Officer; and
WHEREAS, the Company desires to appoint the Executive as both the Bank's and the Parent's President and
Chief Executive Officer and to employ the Executive on the terms and conditions set forth in this Agreement; and
WHEREAS, the Executive desires to be so employed by the Company.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties agree as follows:
Section 2.1. "Accrued Obligations" shall mean, as of the Date of Termination, to the extent not theretofore paid,
the sum of (i) Executive's Base Salary through the Date of Termination, (ii) the amount of any bonus or other
incentive compensation for any completed bonus period and other vested cash compensation earned by
Executive as of the Date of Termination under the terms of any compensation and benefit plans, programs or
arrangements maintained in force by the Company, and (iii) any vacation pay, expense reimbursements and other
cash entitlements accrued by the Executive, in accordance with Company policy, as of the Date of Termination.
Section 2.2. "Bank Board" means the Board of Directors of the Bank.
Section 2.3. "Cause" means: (i) conviction of, or the entry of a plea of guilty or no