For the Quarter ended MARCH 31, 2003           

Commission file number 0-18676

Registrant's telephone number, including area code:   (724) 539-3501

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 

Yes[ X ]    No [   ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). [   ] Yes   [ x ] No

Indicate the number of shares outstanding of each of the issuer's classes of common stock.

PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

PART II - OTHER INFORMATION

                                                                 The accompanying notes are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

                   COMMERCIAL NATIONAL FINANCIAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                March 31, 2003

Note 1       Basis of Presentation

The accompanying consolidated financial statements include the accounts of Commercial National Financial Corporation (the Corporation) and its wholly owned subsidiaries, Commercial National Bank of Pennsylvania (the Bank) and Commercial National Insurance Services, Inc., (CNIS). In December 2002, CNIS acquired The Gooder Agency Inc., (Gooder). Gooder is a full service provider of insurance products to individuals and businesses and represents fifteen national, regional and mutual insurance companies. All material intercompany transactions have been eliminated.

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information.  However, they do not include all information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the annual financial statements of the Corporation for the year ending December 31, 2002, including the notes thereto. In the opinion of management, the unaudited interim consolidated financial statements include all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of financial position as of March 31, 2003 and the results of operations for the three month periods ended March 31, 2003 and 2002, and the statements of cash flows and changes in shareholders' equity for the three month periods ended March 31, 2003 and 2002.  The results of the three months ended March 31, 2003 are not necessarily indicative of the results to be expected for the entire year.

Note 2   Allowance for Loan Losses

Description of changes:

Note 3   Comprehensive Income

The components of other comprehensive income and related tax effects for the years ended March 31, 2003 and 2002 are as follows:

Note 4  Legal Proceedings

Other than proceedings which occur in the normal course of business, there are no legal proceedings to which either the Corporation or any of its subsidiaries is a party which will have any material effect on the financial position of the Corporation and its subsidiaries.

Note 5  Acquisition

On January 3, 2003, the Corporation acquired certain insurance agency accounts from an employee of the Corporation’s insurance agency subsidiary, Gooder. The Corporation paid cash of $99,864 for the accounts. The acquisition has been accounted for as a purchase and the results of operations are included in the consolidated financial statements since the date of the acquisition. The impact on the Corporation’s results of operations for the period ended March 31, 2003 was not material.

Note 6  New Accounting Standards

In July 2001, the Financial Accounting Standards Board issued Statement No. 143, “Accounting for Asset Retirement Obligations,” which addresses the financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs.  This Statement requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made.  The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset.  This Statement became effective for the Corporation on January 1, 2003, and did not have any impact on the financial condition or results of operations.

In July 2002, the Financial Accounting Standards Board issued Statement No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” which nullifies EITF Issue 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).”  This statement delays recognition of these costs until liabilities are incurred, rather than at the date of commitment to the plan, and requires fair value measurement.  It does not impact the recognition of liabilities incurred in connection with a business combination or the disposal of long-lived assets.  The provisions of this statement are effective for exit or disposal activities initiated after December 31, 2002 and are not expected to have a significant impact on the Corporation’s financial condition or results of operations.

In November 2002, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 45 (FIN 45), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.”  This Interpretation expands the disclosures to be made by a guarantor in its financial statements about its obligations under certain guarantees and requires the guarantor to recognize a liability for the fair value of an obligation assumed under certain specified guarantees.  FIN 45 clarifies the requirements of FASB Statement No. 5, “Accounting for Contingencies.”  In general, FIN 45 applies to contracts or indemnification agreements that contingently require the guarantor to make payments to the guaranteed party based on changes in an underlying that is related to an asset, liability or equity security of the guaranteed party, which would include financial and standby letters of credit. Certain guarantee contracts are excluded from both the disclosure and recognition requirements of this Interpretation, including, among others, guarantees related to commercial letters of credit and loan commitments.  The disclosure requirements of FIN 45 require disclosure of the nature of the guarantee, the maximum potential amount of future payments that the guarantor could be required to make under the guarantee and the current amount of the liability, if any, for the guarantor’s obligations under the guarantee.  The accounting recognition requirements of FIN 45 are to be applied prospectively to guarantees issued or modified after December 31, 2002.  Adoption of FIN 45 did not have a significant impact on the Corporation’s financial condition or results of operations.

Outstanding letters of credit written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party.  The Bank’s exposure to credit loss in the event of noncompliance by the other party to the financial instrument for standby letters of credit is represented by the contractual amount of those instruments.  The Corporation had $4,157,898 of standby letters of credit as of March 31, 2003.  The Bank uses the same credit policies in making conditional obligations as it does for on-balance sheet instruments.

Of these standby letters of credit, $469,922 automatically renew within the next twelve months. $3,687,976 will expire within thirteen to one hundred and eighty months. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending other loan commitments.  The Corporation may require collateral and personal guarantees supporting these letters of credit as deemed necessary.  Management believes that the proceeds obtained through a liquidation of such collateral and the enforcement of personal guarantees would be sufficient to cover the maximum potential amount of future payments required under the corresponding guarantees.

In April 2003, the FASB issued Statement No. 149, “Amendment of Statement No. 133, Accounting for Derivative Instruments and Hedging Activities”.  This statement clarifies the definition of a derivative and incorporates certain decisions made by the FASB as part of the Derivatives Implementation Group process.    This statement is effective for contracts entered into or modified, and for hedging relationships designated after June 30, 2003 and should be applied prospectively.  The provisions of the Statement that relate to implementation issues addressed by the Derivatives Implementation Group that have been effective should continue to be applied in accordance with their respective effective dates.  Adoption of this standard is not expected to have any impact on the Corporation’s financial condition or results of operations.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Safe Harbor Statement

Forward-looking statements (statements which are not historical facts) in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “to,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. These statements are based on information currently available to the Corporation, and the Corporation assumes no obligation to update these statements as circumstances change. Investors are cautioned that all forward-looking statements involved risk and uncertainties, including changes in general economic and financial market conditions, unforeseen credit problems, and the Corporation’s ability to execute its business plans. The actual results of future events could differ materially from those stated in any forward-looking statements herein.

Critical Accounting Estimates

Disclosure of the Corporation’s significant accounting policies is included in Note 1 to the consolidated financial statements of the 2002 Annual Report to Shareholders, filed as Exhibit 13 to the Annual Report on Form 10-K for the period ended December 31, 2002. Some of these policies are particularly sensitive, requiring that significant judgments, estimates and assumptions be made by management. Additional information is contained in the Management’s Discussion and Analysis for the most sensitive of these issues, including the provision and allowance for loan losses.

Significant estimates are made by management in determining the allowance for loan losses. Management considers a variety of factors in establishing this estimate such as current economic conditions, diversification of the loan portfolio, delinquency statistics, results of internal loan reviews, financial and managerial strengths of borrowers, adequacy of collateral, if collateral dependent, or present value of future cash flows and other relevant factors. Estimates related to the value of collateral also have a significant impact on whether or not management continues to accrue income on delinquent loans and on the amounts at which foreclosed real estate is recorded on the statement of financial condition. Management discussed the development and selection of critical accounting estimates and related Management and Discussion and Analysis disclosure with the Audit Committee. There were no material changes made to the critical accounting estimates during the periods presented within.

Financial Condition

The Corporation’s total assets decreased $9,283,332 from December 31, 2002 to March 31, 2003. The decrease was due to an $18,964,038 decline in interest bearing deposits with other banks (IBD), coupled with an increase of $9,570,697 in loans outstanding. The reduction of IBD’s provided the necessary liquidity for the respective increase in loans and decrease in the Bank’s retail deposits. Total loan volume increased during the first quarter of 2003 due to the continued success of a residential mortgage loan promotion that commenced during the fourth quarter of 2002. The effect of this promotion resulted in a net increase of $8,449,162 in residential mortgages during the first quarter of 2003.

The decrease in deposits of $8,011,091 from December 31, 2002 to March 31, 2003 is due to the normal fluctuation of demand deposits and the anticipated maturity and runoff of specific public funds being held by the Bank. Competition remains strong for attracting new and maintaining existing customer deposits.

Shareholders' equity was $50,785,892 on March 31, 2003 compared to $51,204,502 on December 31, 2002. The change related to retained net income of $279,294 offset by treasury stock purchases of $180,161 and a net unrealized loss on Available for sale securities of $517,743. Book value per common share decreased from $14.82 to $14.73 at March 31, 2003. Excluding the net unrealized gains and losses on securities available for sale, book value per share would have been $13.47 at March 31, 2003 compared to $13.41 at year-end 2002.

RESULTS OF OPERATIONS

First Three Months of 2003 as compared to the First Three Months of 2002

Pre-tax income for the first three months of 2003 was $1,464,533 compared to $1,930,580 during the same period of 2002, representing a 24.14% decrease. The decrease was the result of lower net interest income and higher net operating expense.

Interest income was $5,312,918, a decrease of 8.11%. The yield on the loan portfolio decreased eighty-seven (87) basis points to 6.62%. This was due to the continued low rate environment which resulted in increased loan refinancing activity by existing customers and increased mortgage lending to new customers. The yield on the securities portfolio decreased one hundred and five (105) basis points to 5.78%. This return rate was negatively impacted by the higher concentrations in federal funds sold, which are currently yielding around 1%. As a result, the yield on total average earning assets decreased one hundred and four (104) basis points to 6.20%. Average earning asset volume rose by $23,486,345, a 7.36% increase.

Interest expense was $1,717,372, a decrease of 4.69%. Interest bearing liability costs continued to decline although at a much slower rate than what was experienced during 2002 due to the addition of long-term fixed rate Federal Home Loan Bank (FHLB) debt held by the Bank. This debt, acquired over the last two years, is low when compared to historical rates but high when compared to current deposit rates. The cost of average interest-bearing liabilities was 2.52%, a forty-one (41) basis points decrease from a year ago. Average interest-bearing liabilities volume rose by $26,537,092, which represented an increase of 10.79%.

Net interest income declined 9.65% to $3,595,546, and represented a $344,997 decrease from the same period a year ago. Management anticipates that net interest income will continue to decline given the significantly lower loan volume and a higher level of federal funds sold when compared to the same period a year ago. Also, the Corporation will not benefit as much from declining interest costs that have been experienced in recent years.

The Corporation recorded no provision for loan losses for the quarter end March 31, 2003 compared to a provision of $39,214 for the quarter end March 31, 2002. Contributing to this decrease was an improvement in credit quality and total average loans declined 13.55% during the quarter ended March 31, 2003 compared to 2002.

Non-interest income increased $233,440, or 34.70%, to $906,188. Of this increase, $190,467 is related to the income generated by Gooder which was acquired at the end of 2002. Asset management and trust fees totaled $124,413, representing an 11.72% increase. Service charges on deposit accounts remained relatively unchanged at $185,112. Other service charges and fees decreased 14.49% and was $174,106. This decrease is attributable to lower fees and commissions collected on products and services from customers. Income from investment in life insurance increased 96.82% to $149,088. This increase is the result of an additional investment of $5,000,000 during 2002. Other income decreased 19.66% to $65,627. This decrease is related to the elimination of merchant income from credit card activity. The Corporation eliminated this program during the first quarter of 2002.

Non-interest expense reached $3,037,201, an increase of 13.21%, or $354,490. Personnel cost rose 5.05%, which equates to a $73,499 increase. This increase is the result of staff added in connection with the Gooder acquisition. Net occupancy costs increased 25.42%, or $39,290. Furniture and equipment expense declined 1.60%, representing a decrease of $2,723. Pennsylvania shares tax expense was $119,476, an increase of 9.62%. Other expense grew by 29.42%, representing a $233,936 increase. This increase is mainly due to increases in legal and consulting fees along the new costs relating to the operation of an insurance agency.

Federal income tax for the first three months was $321,900 compared to $535,700 for the same period a year ago.  Net income decreased $252,247 to $1,142,633, a decrease of 18.08%. The annualized return on average assets was 1.22% for the first three months of 2003 compared to 1.63% for the three months ended March 31, 2002. The annualized return on average equity through March 31, 2003 was 9.09% and had been 11.93% through the first three months of 2002.

LIQUIDITY

Liquidity, the measure of the Corporation's ability to meet the normal cash flow needs of depositors and borrowers in an efficient manner, is generated primarily from the acquisition of deposit funds and the maturity of loans and securities. A large component of the decline in deposits from December 31, 2002 can be attributed to a single relationship. This relationship had a matured certificate of deposit that was not seeking renewal and other sources of funds that were used for annual operating expenditures. The Corporation does not anticipate the runoff of deposits in the first quarter of 2003 to be indicative for the remainder of the year. Additional liquidity can be provided by the sale of investment securities that amounted to $145,652,599 with net unrealized gains of $6,611,093 on March 31, 2003. The Bank is a member of the FHLB system. The FHLB provides an additional source of liquidity for long and short-term funding. As or March 31, 2003, the Corporation had available funding of $189,667,000 at the FHLB. Additional short-term funding is available through federal funds lines of credit that are established with correspondent banks.

During the first three months of 2003, average interest-bearing liabilities increased $26,537,092 over the same period in 2002. $20,000,000 of this is related to additional fixed rate FHLB advances that the Bank acquired in the second quarter of 2002. These advances, acquired when rates were already at 40 year lows, is expensive when compared to current deposit rates. This is due to the continued sluggishness of the economy and rates will stay low with the hope of reviving the economy.

INTEREST SENSITIVITY

Interest rate management seeks to maintain a balance between consistent income growth and the risk that is created by variations in the ability to reprice deposit and investment categories. The effort to determine the effect of potential interest rate changes normally involves measuring the "gap" between assets (loans and securities) subject to rate fluctuation and liabilities (interest bearing deposits) subject to rate fluctuation as related to earning assets over different time periods and calculating the ratio of interest sensitive assets to interest sensitive liabilities.

Repricing periods for the loans, securities, interest bearing deposits, non-interest bearing assets and non-interest bearing liabilities are based on contractual maturities, were applicable, as well as the corporation's historical experience regarding the impact of interest rate fluctuations on the prepayment and withdrawal patterns of certain assets and liabilities. Regular savings, NOW and other similar interest bearing demand deposit accounts are subject to immediate withdrawal without penalty and therefore are presented as beginning to reprice in the earliest period presented in the "gap" table.

RESULTS OF OPERATIONS (Continued)

INTEREST SENSITIVITY (In thousands)

The following table presents this information as of March 31, 2003 and December 31, 2002:

CREDIT QUALITY RISK

The following table presents a comparison of loan quality as of March 31, 2003 with that of March 31, 2002. Non-accrual loans are those for which interest income is recorded only when received and past due loans are those which are contractually past due 90 days or more in respect to interest or principal payments. Non-accrual loans remain high due to the general economic slowdown and the Corporation’s implementation of an enhanced loan assessment program. The assessment program enhances the Corporation’s ability to identify loans which may be problems or which the borrower may be unable to pay under the terms of the original agreement. On March 31, 2003, $911,425 of the non-accrual loans were current with payments recognized on a cash basis only.

CAPITAL RESOURCES

Shareholders' equity for the first three months of 2003 averaged $50,293,371, which represented an increase of $3,520,421 over the average shareholders’ equity of $46,772,950 for the same period of 2002. These amounts represented a capital ratio of 13.38% in 2003 and 13.28% in 2002.

The Federal Reserve Board's risk-based capital guidelines are designed principally as a measure of credit risk. These guidelines require that: (1) at least 50% of a banking organization's total capital be common and certain other "core" equity capital ("Tier I Capital"); (2) assets and off-balance sheet items must be weighted according to risk; and (3) the total capital to risk-weighted assets ratio be at least 8.00%; and (4) a minimum 3.00% leverage ratio of Tier I capital to average total assets be maintained for financial institutions that meet certain specified criteria, including asset quality, high liquidity, low interest-rate exposure and the highest regulatory rating.  As of March 31, 2003, the Corporation, under these guidelines, had Tier I and total equity capital to risk weighted assets ratios of 23.07% and 24.32% respectively. The leverage ratio was 12.15%. The capital ratios of the Bank are not materially different than the ratios of the Corporation.

CAPITAL RESOURCES (continued)

The table below presents the Corporation's capital position at March 31, 2003

(Dollar amounts in thousands)

        ITEM 3.   Quantitative and Qualitative Disclosures about Market Risk

Asset/Liability management refers to management’s efforts to minimize fluctuations in net interest income caused by interest rate changes. This is accomplished by managing the repricing of interest rate sensitive interest-earning assets and interest-bearing liabilities. Controlling the maturity or repricing of an institution’s liabilities and assets in order to minimize interest rate risk is commonly referred to as gap management. Close matching of the repricing of assets and liabilities will normally result in minimal changes in net interest income as interest rates change.

Under the protracted low interest rate environment in which we are operating, management expects net interest income and net income to decline due to ongoing yield decreases in interest earning assets in conjunction with more limited decreases in interest bearing liability costs.

Management regularly monitors the interest sensitivity position and considers this position in its decisions with regard to the Corporation’s interest rates and maturities for interest-earning assets acquired and interest-bearing liabilities accepted.

ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Corporation maintains a system of disclosure controls and procedures that is designed to ensure that information required to be disclosed by the Corporation in this Form 10-Q, and in other reports required to be filed under the Securities Exchange Act of 1934, is recorded, processed summarized and reported within the time periods specified in the rules and forms for such filings. Management of the Corporation, under the direction of the Corporation’s Chief Executive Officer and Chief Financial Officer, reviewed and performed an evaluation of the effectiveness of the Corporation’s disclosure controls and procedures within 90 days prior to filing this quarterly report (the “Evaluation Date”). Based on that review and evaluation, the Chief Executive Officer and Chief Financial Officer, along with other key management of the Corporation, have determined that the disclosure controls and procedures were and are effective as designed to ensure that material information relating to the Corporation and its consolidated subsidiaries would be made known to them on a timely basis.

Changes in Internal Controls

There have been no significant changes in our internal controls or in other factors that could significantly affect our internal controls subsequent to the Evaluation Date.

          PART II - OTHER INFORMATION

  ITEM 1.     LEGAL PROCEEDINGS

Other than proceedings which occur in the normal course of business, there are no legal proceedings to which either the Corporation or any of its subsidiaries is a party which will have any material effect on the financial position of the Corporation and its subsidiaries.

  ITEM 2.     CHANGES IN SECURITIES

                      Not applicable.

  ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

                      Not applicable.

  ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                      Not Applicable

  ITEM 5.     OTHER INFORMATION

                      Not applicable

    ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

a.  Exhibits

b.    Reports on Form 8-K

No reports on Form 8-K were filed during the quarter ended March 31, 2003.

                                   SIGNATURES     

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CERTIFICATION OF CHIEF EXECUTIVE OFFICIER

OF

COMMERCIAL NATIONAL FINANCIAL CORPORATION

I, Louis T. Steiner, Chief Executive Officer, Commercial National Financial Corporation certify that:

I have reviewed this quarterly report on Form 10-Q of Commercial National Financial Corporation;

Based on my knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and to the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the

registrant’s auditors any material weaknesses in internal controls; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect the internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 14, 2003                                By: /s/ Louis T. Steiner

                                                      Louis T. Steiner

                                                     Chief Executive Officer

CERTIFICATION OF CHIEF FINANCIAL OFFICER

OF

COMMERCIAL NATIONAL FINANCIAL CORPORATION

I, Gregg E. Hunter, Chief Financial Officer, Commercial National Financial Corporation certify that:

I have reviewed this quarterly report on Form 10-Q of Commercial National Financial Corporation;

Based on my knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and to the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect the internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 14, 2003                                By: /s/ Gregg E. Hunter

                                                      Gregg E. Hunter

                                                            Chief Financial Officer

Exhibit 99.1

Certification of Chief Executive Officer of
Commercial National Financial Corporation

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Commercial National Financial Corporation (the “Corporation”) for the period ending March 31, 2003 as filed with the Securities and Exchange Commission (the “Report”), I, Louis T. Steiner, Chief Executive Officer of the Corporation certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

Exhibit 99.2

Certification of Chief Financial Officer of
Commercial National Financial Corporation

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Commercial National Financial Corporation (the “Corporation”) for the period ending March 31, 2003 as filed with the Securities and Exchange Commission (the “Report”), I, Gregg E. Hunter, Chief Financial Officer of the Corporation certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: