RELEASE AGREEMENT

WHEREAS, the Parties disagree with regard to Executive’s rights to benefits under his Employment Agreement;

WHEREAS, the Parties acknowledge that litigating their differences will not be in the best interests of either Party;

WHEREAS, the Parties wish to resolve their differences, terminate the Employment Agreement and enter into this Release Agreement; and

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, it is agreed as follows:

1.             Termination of Wasson Employment Agreement .  Executive, Corporation, and Bank hereby mutually agree that the Wasson Employment Agreement shall terminate and be cancelled absolutely as of December 31, 2008.  Neither Executive nor Corporation, Bank, Halifax, HNB nor their successors shall have any further rights or obligations under the Wasson Employment Agreement.

2.             Consideration .  In consideration of signing this Release Agreement and releasing Corporation, Bank, HNB, and Halifax as further provide in Paragraph 3 of this Agreement, Bank shall pay Executive an amount equal to $170,000 minus applicable taxes and deductions, payable in biweekly installments, commencing within fourteen days of the date the Revocation Period terminates and with the last installment being paid no later than December 31, 2010.    In determining the amount of biweekly payments to be paid, Bank shall assume that this Release Agreement commenced on January 1, 2009, and shall pay Executive in a lump sum, an amount equal to that amount which would have accrued from January 1, 2009, through the date of execution of this Release Agreement within fourteen (14) days of the date that the Revocation Period terminates.

3.             Release and Waiver .

Executive, on behalf of himself, his heirs and assigns, irrevocably and unconditionally releases First Perry, Marysville, HNB, Halifax, Corporation and Bank and their respective predecessors, successors, affiliates, subsidiaries, parents, partners, shareholders, directors, officers, agents, employees, attorneys, and all other persons or entities who could be said to be jointly or severally liable with them from all claims, controversies, liabilities, demands, causes of action, debts, obligations, promises, acts, agreements, and damages of whatever kind or nature, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, liquidated or contingent, related to Executive’s employment, termination of employment, Wasson Employment Agreement or termination thereof, including but not limited to, any and all claims for breach of express or implied contract or covenant of good faith and fair dealing (whether written or oral), all claims for retaliation or violation of public policy, breach of promise, detrimental reliance or tort (e.g. intentional infliction of emotional distress, defamation, wrongful termination, interference with contractual or advantageous relationship, etc),

whether based on common law or otherwise; all claims arising under Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act; the Federal Older Workers Benefit Protection Act, any Whistleblower provision of any statute or law, the Americans with Disabilities Act; the Employee Retirement Income Security Act of 1974, any other statute, regulation or law or amendments thereto, claims for emotional distress, mental anguish, personal injury, loss of consortium; any and all claims that may be asserted on Executive’s behalf by others (including the Equal Employment Opportunity Commission); or any other federal, state or local laws or regulations relating to employment or benefits associated with Executive’s employment.  The Parties agree that nothing in this Section 3 shall apply to and nothing in this Release Agreement shall constitute a release or waiver of any rights or claims arising under the SERP referenced in Section 8 of this Release Agreement.

4.             Acceptance Period .

The following notice is included in this Release Agreement as required by the Older Workers Benefit Protection Act:

You have up to twenty-one (21) days from the date of receipt of this release to accept the terms of this release, although you may accept it at any time within those twenty-one (21) days.  You are advised to consult with an attorney regarding this release.

The twenty-one (21) day period will begin to run on the day after Executive receives this Release Agreement.  It will then run for a full twenty-one (21) calendar days and expire at the end of the twenty-first day (the “Acceptance Period”).  In order to accept this Release Agreement, Executive must sign his name and date his signature at the end of this letter and return it to Bank via Renee Lieux, Bybel Rutledge LLP, 1017 Mumma Road, Suite 302, Lemoyne, Pennsylvania 17043.  If the twenty-first day of the Acceptance Period falls on a Saturday, a Sunday, or a legal holiday, Ms. Lieux’s receipt of his acceptance by the close of business on the next business day immediately following such Saturday, Sunday or legal holiday will be sufficient to effect a timely acceptance of this Release Agreement.

5.             Revocation Period .  Executive has the right to revoke this Release Agreement at any time within seven (7) days from the date Executive signs and delivers this Release Agreement to Bank (the “Revocation Period”), and this Release Agreement will not become effective and enforceable until the Revocation Period has expired.  (NOTE: