Exhibit10.1 FORMOF STOCKSUBSCRIPTION AGREEMENT UNIONNATIONAL FINANCIAL CORPORATION

Type of Stock

(the “Shares”)

Number of Shares

Price per Share

Total Purchase Price*

5% Non-Cumulative Non-Voting Convertible Perpetual Preferred Stock, Series A**

__________

X

$1,000

$ __________

* 

The minimum purchase of Convertible Preferred Stock is $25,000.

** 

The maximum purchase of Convertible Preferred Stock by any single purchaser or multiple purchasers undercontrol of the same person is $1,000,000.

1.  

I received and read a copy of the Private Placement Memorandum dated September 16, 2009 and any supplement thereto, including all exhibits attached thereto and documents incorporated by reference therein.

2.  

I have completed the attached Investment Questionnaire and represent to the officers and directors and control persons of the Company that I am an Accredited Investor as that term is defined in Rule 501(a) of U.S. Securities & Exchange Commission (“SEC”) Regulation D or have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of the prospective investment or my personal representative has such experience in financial and business matters;

3.  

I agree, within 10 days of receipt of a written request, to provide the Company with a current personal financial statement.

4.  

I have received from the Company all documents that I requested relating to information described or referenced in the Memorandum and the Company has provided answers to all of my questions concerning the offering of Shares.  In evaluating the suitability of an investment in the Shares, I have not relied upon any representations or other information (whether oral or written) except that set forth in the Memorandum or clarified by any documents or answers to questions furnished to me by the Company. In addition, I have had an opportunity to discuss my investment in the Shares with representatives of the Company.

5.  

I am acquiring the Shares for my own account solely for investment purposes and not with a view toward resale, offer for sale, or for sale in connection with the distribution or transfer thereof.  I am not submitting this Subscription Agreement for purposes of subdivision or fractionalization thereof.  I have no contract nor do I contemplate entering into a contract, undertaking, pledge, arrangement or plan with any other person to sell, hypothecate, pledge, donate or otherwise transfer to any such person any portion of the Subscription Agreement or the Shares that may be issued by the Company in reliance upon the representations and warranties contained in the Subscription Agreement.

6.  

I represent that, if the subscriber is a corporation, partnership, trust or other entity, the entity was not formed for the specific purpose of acquiring the Shares.

7.  

I am over 18 years of age, am a resident of the United States and maintain my principal residence at the address indicated herein.

8.  

I have adequate financial resources and can meet all current and foreseeable needs and can afford the entire loss of my investment in the Shares.  I have no present need for liquidity of this investment or receipt of dividends or distributions.

9.  

I agree not to sell or otherwise dispose of my Shares unless the Shares either have been registered under the Securities Act of 1933, as amended (the “1933 Act”) and applicable state securities laws, or, in the opinion of counsel acceptable to the Company, an exemption from the registration requirements of the 1933 Act and state securities laws is available.

10.  

I agree that the following legend shall be placed on the certificate evidencing ownership of the Shares to be issued to me, and I agree to abide by the terms described therein:

11.  

If this Agreement is executed on behalf of a corporation, partnership, trust or other entity, I represent that I have been duly authorized to execute this Subscription Agreement and all other instruments in connection with the purchase of the Shares and my signature is binding upon such corporation, partnership, trust or other entity.  The Company retains the right to request the production of an appropriate certificate for said authorization.

1.  

I acknowledge that the Shares have not been registered under the 1933 Act or any state securities laws and the Offering has not been approved or disapproved by the SEC or any state securities commission nor has the SEC or any state securities commission passed on the merits, adequacy or accuracy of this offering.  I further acknowledge that neither the SEC nor any state securities commission has made any finding or determination as to the fairness of the offering.

2.  

I acknowledge that the Shares are not deposits of Union National Community Bank and are not insured by the Federal Deposit Insurance Corporation or any other government agency and are subject to investment risk, including the possible loss of my entire investment.

3.  

I acknowledge that the Shares are being offered in reliance upon an exemption from registration under the 1933 Act and, as a result, are subject to specific restrictions on resale and transfer imposed by federal law.

4.  

I understand that purchase of the Shares involves risks as more particularly described in the “Risk Factors” section of the Memorandum.  At the present time, I can afford the entire loss of my investment.

5.  

I understand that the Memorandum or documents referenced in the Memorandum contain forward-looking statements and information relating to the Company based on the beliefs of, and certain assumptions made by, the Company’s management.  I recognize that future events are subject to various risks and uncertainties relating to operations, results of operations and growth of the Company.  If one or more of these risks materialize or should any or all of the underlying assumptions prove to be incorrect, I understand that the actual results or outcomes may vary materially from those described in the Memorandum as “anticipated, believed, estimated, expected, or intended.”

(Printed Name of Subscriber)