Executive shall perform and discharge well and faithfully such management and administrative duties as an executive officer of Penns Woods and CFG as may be assigned to him from time to time by the Board of Directors of Penns Woods or CFG, as applicable, and which are consistent with his positions set forth in the following sentence.  Executive shall be employed as President of Penns Woods and as President of CFG.  Executive shall report directly to the Chief Executive Officer of Penns Woods.  Executive shall devote his full time, attention and energies to the business of Penns Woods and its affiliated companies during the Employment Period (as defined in Section 3); provided, however, that this section shall not be construed as preventing Executive from (a) investing his personal assets in enterprises that do not compete with Penns Woods or any of its majority-owned subsidiaries (except as an investor owning less than 5% of the stock of a publicly-owned company), or (b) being involved in any civic, community or other activities with the prior approval of the Board of Directors of Penns Woods.